2006 Code of Virginia § 38.2-1329 - Registration of insurers that are members of holding company system

38.2-1329. Registration of insurers that are members of holding companysystem.

A. Each insurer licensed to do business in this Commonwealth that is a memberof an insurance holding company system shall register with the Commission.Any insurer subject to registration under this section shall register withinfifteen days after it becomes subject to registration, unless the Commissionextends the time for registration for good cause shown.

B. 1. This section shall not apply to:

a. Any foreign insurer subject to disclosure requirements and standardsadopted by statute or regulation in the jurisdiction of its domicile that aresubstantially similar to those contained in this section; or

b. Any insurer, information, or transaction if and to the extent that theCommission exempts the same from this section.

2. Any licensed insurer that is a member of a holding company system but notsubject to registration under this section may be required by the Commissionto furnish a copy of the registration statement, or other information filedby the insurer, with the insurance regulatory authority of its domiciliaryjurisdiction.

C. Each insurer subject to registration under this section shall file aregistration statement on a form provided by the Commission. Such statementshall contain current information on:

1. The capital structure, general financial condition, ownership, andmanagement of the insurer and any person controlling the insurer;

2. The identity of every member of the insurance holding company system;

3. The following agreements in force, continuing relationships andtransactions currently outstanding between the insurer and its affiliates:

a. Loans, other investments, or purchases, sales or exchanges of securitiesof the affiliates by the insurer or of the insurer by its affiliates;

b. Purchases, sales, or exchanges of assets;

c. Transactions not in the ordinary course of business;

d. Guarantees or undertakings for the benefit of an affiliate that result inan actual contingent exposure of the insurer's assets to liability, otherthan insurance contracts entered into in the ordinary course of the insurer'sbusiness;

e. All management and service contracts and all cost-sharing arrangements; and

f. Reinsurance agreements or other risk-sharing arrangements;

4. Other matters relating to transactions between registered insurers and anyaffiliates which may be included from time to time in any registration formsadopted or approved by the Commission.

D. If information is not material for the purposes of this section, it neednot be disclosed on the registration statement filed pursuant to subsection Bof this section. Unless the Commission prescribes otherwise, informationabout transactions that are not material transactions shall not be deemedmaterial for purposes of this section.

E. Each registered insurer shall report all additional material transactionswith affiliates and any material changes in previously reported materialtransactions with affiliates on amendment forms provided by the Commission.Each insurer shall make its report within fifteen days after the end of themonth in which it learns of each additional material transaction or materialchange in material transaction. Subject to 38.2-1330.1, each insurer shallreport to the Commission all dividends and other distributions toshareholders within five business days following their declaration thereofand at least 30 days prior to payment thereof. Each registered insurer shallalso keep current the information required by subsection C of this section byfiling an amendment to its registration statement within 120 days after theend of each fiscal year of the ultimate controlling person of the insuranceholding company system.

F. The Commission shall terminate the registration of any insurer thatdemonstrates it no longer is a member of an insurance holding company system.

G. The Commission may require or allow two or more affiliated insurerssubject to registration under this section to file a consolidatedregistration statement or consolidated reports amending their consolidatedregistration statement or their individual registration statements.

H. The Commission may allow an insurer which is authorized to do business inthis Commonwealth and which is part of an insurance holding company system,to register on behalf of any affiliated insurer required to register undersubsection A of this section and to file all information and materialrequired to be filed under this section.

I. Any person may file with the Commission a disclaimer of affiliation withany authorized insurer. The disclaimer shall fully disclose all materialrelationships and bases for affiliation between the person and the insurer aswell as the basis for disclaiming the affiliation. After a disclaimer hasbeen filed, the insurer shall be relieved of any registering or reportingrequirements under this section that may arise out of the insurer'srelationship with the person unless and until the Commission disallows thedisclaimer. The Commission shall disallow the disclaimer only after givingall interested parties notice and opportunity to be heard. Any disallowanceshall be supported by specific findings of fact.

(1973, c. 505, 38.1-178.2; 1977, c. 414; 1986, c. 562; 1992, c. 588; 2000,c. 46; 2006, c. 577.)