GA Code § 33-14-18 (2021)
2021 Georgia Code|Title 33 - Insurance|Chapter 14 - Domestic Stock and Mutual Insurers|Article 1 - General Provisions|§ 33-14-18. Filing of Registration Statement by Holding Company Prior to Offering of Stock for Sale to Public; Contents of Statement; Approval or Disapproval of Sale by Commissioner

  Any corporation or other form of business entity which is organized for the purpose of organizing or holding the stock of a domestic insurer shall first obtain the written approval of the Commissioner prior to offering its stock for sale to the public. Prior to any offer of stock for sale to the public a registration statement shall be filed with the Commissioner which shall contain the following information:   Name and address of the main office of the issuer of the securities;   Title of the securities and the total amount of the securities to be offered;   Price at which the securities are to be offered for sale to the public and the amount of such securities to be offered in this state;   Maximum amount of commission or other form of remuneration to be paid in cash or otherwise, directly or indirectly, for or in connection with the sale or offering for sale of such securities;   Date and place of organization of the issuer, form of organization of the issuer, and the general character and location of its business;   A copy offering circular or prospectus to be used in connection with the offering; and   Any other information which the Commissioner may deem pertinent.     The Commissioner may make any investigation of any securities described in the registration statement filed with him as he may deem advisable to enable him to determine whether the sale of the securities would work or tend to work a fraud on the purchasers thereof. If the Commissioner finds from the information disclosed or in his possession that the sale of the securities would work or tend to work a fraud on purchasers thereof, he shall not approve such issue and sale of such securities in this state. The Commissioner shall not grant any domestic insurer whose stock is held by a holding company which has not obtained approval of the issuance of its stock under this Code section a certificate of authority to transact insurance in this state. Compliance with this Code section shall not dispense with the necessity of approval of such stock issue also by the Secretary of State, ex officio as securities commissioner, as now or hereafter may be required by law.    (Code 1933, § 56-1543, enacted by Ga. L. 1960, p. 289, § 1.)   OPINIONS OF THE ATTORNEY GENERAL    General Assembly intended to protect Georgia purchasers  of such stock as provided for in this section. 1963-65 Op. Att'y Gen. p. 66.   Exchange of stock is "sale."   - Although this title gives no definition to the phrase "sale to the public," the transfer of stock of one corporation for the stock of another corporation in payment therefor is a "sale." 1965-66 Op. Att'y Gen. No. 65-72.   Exchange of holding company stock for insurance company stock must be registered.   - The exchange of shares of stock of a holding company for shares of stock of an insurance company constitutes an offering by the holding company of its stock for "sale to the public" as contemplated by this section; a registration statement must be filed with the Insurance Commissioner and written approval must be obtained from him prior to offering such stock for sale to the public. 1965-66 Op. Att'y Gen. No. 65-72.    This section is applicable regardless of whether any stock is to be offered in Georgia;  it is from the registration statement that the Commissioner determines whether any stock is to be offered in Georgia. 1963-65 Op. Att'y Gen. p. 66.   Filing is not limited to Georgia corporations.   - This section provides for a filing with Insurance Commissioner; the language is clear as to who must file and is not limited to Georgia corporations. 1963-65 Op. Att'y Gen. p. 66.   If no sale in Georgia, Commissioner need not exercise approval authority.   - If no stock is to be sold in Georgia the Commissioner need not exercise the authority vested in him to refuse approval of the sale of such stock in Georgia. 1963-65 Op. Att'y Gen. p. 66.   RESEARCH REFERENCES   ALR.   - Investigative authority of administrative agencies in state regulation of securities, 58 A.L.R.5th 293.