reglab/statecodes huggingface dataset:
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-3 - Applicability of general corporation statutes

The applicable statutes of this state relating to the powers and procedures of domestic private corporations formed for profit shall apply to domestic stock insurers and to domestic mutual insurers, except where in conflict with the express provisions of this title and the reasonable implications of those provisions.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-4 - Execution and contents of application for charter

(a)
Five or more individuals of the age of 18 years or more of good moral character who have not been convicted of any crime involving moral turpitude may incorporate a stock insurer; ten or more such individuals may incorporate a mutual insurer. Not less than two-thirds of the incorporators shall be citizens of the United States and residents of this state.
(b)
The application for charter shall be signed by the persons applying for the charter and shall state:
(1)
The name of the corporation;
(2)
That the corporation shall have perpetual duration, unless otherwise limited in the application for charter. Each domestic stock and mutual insurance corporation existing on April 1, 1969, and thereafter shall have perpetual duration unless its charter is subsequently amended under this chapter to provide for a limited period of duration;
(3)
The names and addresses of the incorporators;
(4)
The kinds of insurance the corporation is formed to transact according to the definitions of insurance set forth in Chapter 7 of this title;
(5)
If a stock corporation, the authorized capital and the par value of each share, which par value shall be at least $1.00 per share; provided, however, that after the corporation has operated for three consecutive years the par value may be reduced below $1.00 per share but not below a par value of 50¢ per share. Shares without par value shall not be authorized. The capitalization shall not be less than that required of the insurer under the provisions of Chapter 3 of this title;
(6)
If a mutual corporation, the maximum contingent liability of its members other than as to nonassessable policies for payment of losses and expenses incurred, which liability shall be not less than one nor more than six times the premium for the member's policy at the annual premium rate for a term of one year;
(7)
The number of directors, which number shall not be less than three, who shall conduct the affairs of the corporation and the names and addresses of the corporation's first directors and the officers for stated terms of office of not more than one year;
(8)
The name of the city or town and county in this state in which is to be located its home office and principal place of business;
(9)
If a stock corporation, the extent, if any, to which shares of its stock shall be subject to assessment;
(10)
If a stock corporation, the number of shares subscribed, if any, by each incorporator;
(11)
The limitations, if any, on the corporation's indebtedness; and
(12)
Such other provisions not inconsistent with law deemed appropriate by the incorporators.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-5 - Filing of application for charter; fee; certification and publication of application; approval or disapproval of charter

(a)
The application for charter with any and all exhibits that may be included with the application shall be filed in triplicate in the office of the Commissioner of Insurance and a fee of $100.00 shall be paid to the Commissioner to be paid by him or her into the state treasury. The Commissioner shall not receive the application until the fee shall be paid.
(b)
Immediately upon receipt of the triplicate copies of the application, with any and all exhibits included with the application, the Commissioner shall certify one of the copies of the application and deliver the same to the applicants and the same shall be published by the applicants once a week for four weeks in the newspaper in which is published the legal advertisements of the county where the principal office of the company is to be located. When the application with any and all exhibits attached to it shall have been published once a week for four weeks, the applicants may apply to the judge of the probate court of the county to certify the fact of such publication, which certificate shall be filed by the applicants in the office of the Commissioner of Insurance.
(c)
The Commissioner shall approve or disapprove the application within 45 days of the date the application is received by the Commissioner.
(d)
The Commissioner shall examine the application to determine whether the charter, if granted, will enable the insurer to comply with the applicable insurance laws of this state; and, if the Commissioner finds that the charter, if granted, will enable the insurer to comply with the applicable provisions of law for carrying on the business for which incorporation is sought, the Commissioner shall issue under his or her hand and official seal a certificate approving the granting of the charter for such insurer and shall transmit a copy of the certificate of approval to the Secretary of State.
(e)
If the Commissioner finds that the proposed application for a charter does not comply with the law, or that the corporation, if organized, could not meet the requirements for a certificate of authority as set forth in this chapter or any other provision of this title, the Commissioner shall refuse to approve the application for charter and shall notify the incorporators in writing, as to his or her reasons for such failure to approve; and the Commissioner shall issue under his or her hand and official seal a certificate disapproving the granting of the charter for such insurer.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-6 - Grant of corporate powers and privileges; issuance of certificate of incorporation; recordation of documents; appointment of attorney for acceptance of service of process

(a)
All corporate powers and privileges to insurance companies shall be issued and granted by the Secretary of State upon the terms, liabilities, and restrictions of and subject to this title and the laws and Constitution of this state. If from any cause the Secretary of State should be disqualified from issuing and granting said powers, the duties required by this title to be performed by the Secretary of State shall be performed by the Commissioner of Insurance.
(b)
When the certificate of the judge of the probate court as to the fact of publication of the application for charter and the certificate of the Commissioner as to his or her approval of the application for charter shall have been received in the office of the Secretary of State, the Secretary of State shall issue to the corporation under the seal of the state a certificate of incorporation. The corporation shall not transact business as an insurer until it has applied for and received from the Commissioner a certificate of authority as provided by this title.
(c)
The Secretary of State shall record the application for charter, the certificate of approval of the Commissioner, the certificate of the judge of the probate court as to publication, and the certificate of incorporation.
(d)
No corporation shall directly or indirectly take risks or transact any business of insurance in this state by any agent or agents in this state until it shall have appointed an attorney in this state on whom process of law can be served and filed in the office of the Commissioner a written instrument duly signed and sealed certifying such appointment which shall continue until another attorney shall be substituted. Any process issued by any court of record in this state and served upon the attorney by the proper officer of the county in which the attorney may reside or may be found shall be deemed a sufficient service of process upon the company, but service of process upon the company may also be made in any other manner provided by law. Any violation of this subsection shall subject the party violating this subsection to a penalty of not less than $100.00 nor more than $500.00.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-7 - Name of corporation

(a)
No name shall be adopted by a domestic mutual or stock insurance corporation which is so similar to any name already in use by any such existing corporation, company, or association organized or doing business in this state as to be confusing or misleading and the Commissioner shall not approve an application from the applicant nor shall the Secretary of State issue a charter to the applicant.
(b)
The name of the corporation shall include the word "company" or "corporation" or have such word or words, abbreviation, suffix, or prefix included in the name or attached to it in such a manner as will clearly indicate that it is a corporation.
(c)
Except as provided in subsection (d) of Code Section
33-14-76
with regard to converted insurers, if the corporation is a mutual insurer, the term "mutual" shall also be a part of the name.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-9 - Powers of corporations generally

Every corporation organized under this title shall have the same corporate powers as are conferred upon private corporations except where inconsistent with this chapter.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-10 - Sale of subscriptions for insurance securities and sale offer of insurance securities

(a)
As used in this Code section, "insurance securities" means the securities of an insurer who is the issuer of a security as the word "security" is defined in Chapter 5 of Title 10, the "Georgia Uniform Securities Act of 2008."
(b)
No person shall sell, offer for sale, or propose to sell to the public any subscriptions for insurance securities in this state unless the insurer which shall issue the insurance securities provided in the subscription has applied for, qualified for, received, and holds authority to transact insurance in this state from the Commissioner, or has an effective registration of the subscriptions for insurance securities with the Securities and Exchange Commission, or unless the subscriptions are sold by or through a broker in accordance with the rules of the Securities and Exchange Commission.
(c)
No person shall sell, offer for sale, or propose to sell to the public any insurance securities in this state unless the insurer which shall issue said insurance securities has applied for, qualified for, received, and holds authority to transact insurance in this state from the Commissioner, or has an effective registration of such securities with the Securities and Exchange Commission, or unless such securities are sold by or through a broker in accordance with the rules of the Securities and Exchange Commission.
(d)
Nothing contained in this Code section shall be deemed to repeal any of Chapter 5 of Title 10 but shall be supplementary and in addition thereto.
(e)
Any person violating this Code section shall be guilty of a misdemeanor.
(f)
The Commissioner shall be authorized to withhold the authority of any insurer to transact insurance in this state so long as any person who has been convicted of any offense defined in this Code section remains an officer, employee, or agent of the person or entity seeking the authority to transact insurance.
Amended by 2008 Ga. Laws 528,§ 10, eff. 7/1/2009.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-11 - Charitable, scientific, or educational donations

An insurer shall have power to make donations for the public welfare or for charitable, scientific, or educational purposes subject to such limitations, if any, as may be contained in its charter or any amendment thereto.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-12 - Number, qualifications, election, and terms of directors

(a)
The affairs of every domestic insurer shall be managed by not less than three directors.
(b)
Directors must be elected by the members or stockholders of a domestic insurer at the annual meeting of stockholders or members. Directors may be elected for terms of not more than three years each and until their successors are elected and have qualified; and if to be elected for terms of more than one year the insurer's bylaws shall provide for a staggered term system under which the terms of a proportionate part of the members of the board of directors will expire on the date of each annual meeting of stockholders or members.
(c)
At least one-fourth of the directors of the insurer must be residents of this state. A majority of the directors must be citizens of the United States.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-14 - Filing and terms of management and exclusive agency contracts; approval or disapproval of contracts by Commissioner

(a)
No domestic insurer shall make any contract whereby any person is granted or is to enjoy in fact the management of the insurer to the substantial exclusion of its board of directors or to have the controlling or preemptive right to produce substantially all insurance business for the insurer unless the contract is filed with and approved by the Commissioner. The contract shall be deemed approved unless disapproved by the Commissioner within 45 days after date of filing, subject to such reasonable extension of time as the Commissioner may require by notice given within such 45 days. Any disapproval shall be delivered to the insurer in writing, stating the grounds therefor.
(b)
Any contract shall provide that any manager or producer of its business shall within 90 days after expiration of each calendar year furnish the insurer's board of directors a written statement of amounts received under or on account of the contract and amounts expended under or on account of the contract during the calendar year, including the emoluments received therefrom by the respective directors, officers, and other principal management personnel of the manager or producer, with such classification of items and further detail as the insurer's board of directors may reasonably require.
(c)
The Commissioner shall disapprove any contract if he finds that it:
(1)
Subjects the insurer to excessive charges;
(2)
Is to extend for an unreasonable length of time;
(3)
Does not contain fair and adequate standards of performance; or
(4)
Contains other inequitable provision or provisions which impair the proper interest of stockholders or members of the insurer.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-15 - Borrowing of money

(a)
A domestic stock or mutual insurer may borrow money to defray the expenses of its organization, to provide it with surplus funds, or for any purpose required by its business upon a written agreement that the money is required to be repaid only out of the insured's surplus in excess of that stipulated in the agreement. The agreement may provide for interest not exceeding a reasonable rate per annum which interest shall or shall not constitute a liability as provided in said agreement.
(b)
Money so borrowed together with interest on the borrowed money if so stipulated in the agreement shall not be considered on the financial statements of the insurer as a legal liability or be the basis of any setoff; but until repaid, financial statements filed or published by the insurer shall show as a footnote thereto the amount of borrowed money then unpaid together with any interest on the money accrued but unpaid. No borrowed surplus shall be returned to the lender except out of earned surplus in excess of that surplus required by this title to transact the kind of insurance for which the company is authorized; provided, however, that on liquidation of the company said borrowed surplus will be paid off out of any assets remaining after the payment of all other liabilities of the companies.
(c)
In advance of any such loan the insurer shall file with the Commissioner a statement of the purposes of the loan and a copy of the proposed loan agreement which shall be subject to the Commissioner's approval. The loan and agreement shall be deemed approved unless within 45 days after date of such filing with the Commissioner the insurer is notified in writing of the Commissioner's disapproval and the reasons for the disapproval. The Commissioner shall so disapprove any such proposed loan or agreement if he finds that the loan is reasonably unnecessary or excessive for the purpose intended, that the terms of the loan agreement are not fair and equitable to the parties, to other similar lenders, if any, or to the insurer, that it is not fair to policyholders, or that the information so filed by the insurer is inadequate.
(d)
Any loan to a mutual insurer or a substantial portion of the loan shall be repaid by the insurer when no longer reasonably necessary for the purpose originally intended. No repayment of the loan shall be made by a mutual insurer unless pursuant to regulations made by the Commissioner.
(e)
This Code section shall not apply to loans obtained by the insurer in the ordinary course of business from banks and other financial institutions nor to loans secured by pledge of assets.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-16 - Participating and nonparticipating policies; earned dividend not to be made contingent upon payment of renewal premium

(a)
If so provided in its charter, a domestic stock or domestic mutual insurer may issue any or all of its policies with or without participation in profits, savings, or unabsorbed portions of premiums, may classify policies issued on a participating or nonparticipating basis, and may determine the right to participate and the extent of participation of any class or classes of policies. Any classification or determination shall be reasonable and shall not unfairly discriminate as between policyholders within the same classification.
(b)
No dividend, otherwise earned, shall be made contingent upon the payment of a renewal premium on any policy.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-17 - Voting securities

(a)
As used in this Code section, the term "voting security" means any instrument which in law or by contract gives the holder the right to vote, consent, or authorize any corporate action of an insurer.
(b)
The Commissioner may by regulation prescribe the form, content, and manner of solicitation of any proxy, consent, or authorization in respect to any voting security issued by a domestic insurer as necessary or appropriate for the public interest or for the proper protection of investors in the voting securities issued by the insurer or necessary to ensure the fair dealing in the voting securities.
(c)
No person and no domestic insurer or any director, officer, or employee of an insurer shall solicit or permit the use of his name to solicit by mail or otherwise any person to give or to refrain from giving any proxy, consent, or authorization in respect to any voting security issued by the insurer in contravention of any rule or regulation the Commissioner may prescribe pursuant to this Code section.
(d)
Failure to comply with any rule or regulation of the Commissioner made pursuant to this Code section shall be unlawful and compliance may be enforced by appropriate action in law or equity. If a domestic insurer or any person who is legally entitled to vote, consent, or authorize by virtue of being the holder of record of such voting security shall fail to commence such action within 15 days after the date on which the vote was cast or counted, the Commissioner may enforce compliance with the rules and regulations made pursuant to this Code section by appropriate action in law or equity; provided, however, no action shall be brought more than 30 days after the date on which the vote, consent, or authorization was to have been effected.
(e)
This Code section shall not apply to voting securities of a domestic insurer if the voting securities shall be registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 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

(a)
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:
(1)
Name and address of the main office of the issuer of the securities;
(2)
Title of the securities and the total amount of the securities to be offered;
(3)
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;
(4)
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;
(5)
Date and place of organization of the issuer, form of organization of the issuer, and the general character and location of its business;
(6)
A copy offering circular or prospectus to be used in connection with the offering; and
(7)
Any other information which the Commissioner may deem pertinent.
(b)
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.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-19 - Regulation of financial interests in and transactions with insurers by officers, directors, committee members, or employees

(a)
Any officer, director, member of any committee, or an employee of a domestic insurer who is charged with the duty of investing or handling the insurer's funds shall not:
(1)
Deposit or invest the funds except in the insurer's corporate name, except as otherwise authorized by this title;
(2)
Borrow the funds of the insurer;
(3)
Be pecuniarily interested in any loan, pledge of deposit, security, investment, sale, purchase, exchange, reinsurance, or other similar transaction or property of such insurer except as a stockholder or member unless:
(A)
The insurer has provided the Commissioner with written notice of the proposed transaction no later than 30 days prior to such transaction, or such lesser period as may be permitted by the Commissioner, and the Commissioner has not disapproved the proposed transaction within that period; provided, however, that the Commissioner may, upon written notice given to the insurer no less than five days prior to the expiration of the initial review period, extend the review period for an additional time not to exceed 30 days; and
(B)
The proposed transaction has been approved by directors' action in accordance with the provisions of Code Section
14-2-862
, or by shareholders' action in accordance with the provisions of Code Section
14-2-863
, if the proposed transaction would be a director's conflicting interest transaction as defined by Code Section
14-2-860
; or
(4)
Take or receive to his or her own use any fee, brokerage, commission, gift, or other consideration for or on account of any such transaction made by or on behalf of the insurer.
(b)
No insurer shall guarantee any financial obligation of any of its officers or directors.
(c)
This Code section shall not prohibit a director, officer, member of a committee, or employee from becoming a policyholder of the insurer and enjoying the usual rights provided for its policyholders.
(d)
The Commissioner may by regulation define and permit additional exceptions to the prohibition contained in subsection (a) of this Code section solely to enable payment of reasonable compensation to a director who is not otherwise an officer or employee of the insurer or to a corporation or firm in which a director is interested for necessary services performed or sales or purchases made to or for the insurer in the ordinary course of the insurer's business and in the usual private professional or business capacity of the director or the corporation or firm.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-20 - Limitation on commission received by persons selling stock of insurers; participation by corporate officers in commissions

(a)
No officer, agent, or other person selling or negotiating stock in any domestic insurance company shall receive either directly or indirectly more than 10 percent of the sales price of any of said stock. No president, vice-president, secretary, treasurer, or director or any other executive officer of any insurance company shall participate in the commission received by any person selling or negotiating the sale of any stock of any insurance company either directly or indirectly.
(b)
No salaried officer of any insurance company shall participate in the commissions deriving from the sale of life insurance policies or agency contracts of the companies.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-21 - Limitation on organizational expenses

The total expenses of organization of any insurer organized under this chapter including commissions for the sale of stock shall not exceed 12 1/2 percent of the amount for which the stock is sold in the case of a stock insurer and 12 1/2 percent of the paid-in surplus in the case of a mutual insurer.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-22 - Proceedings for correction of deficiency in assets or capital of insurer; institution of delinquency proceedings upon failure to correct deficiency

(a)
If the capital of a domestic stock insurer becomes impaired or the assets of a domestic mutual insurer are less than its liabilities and the minimum amount of surplus required of it by this chapter for authority to transact the kinds of insurance being transacted, the Commissioner shall at once determine the amount of the deficiency and serve notice upon the insurer to make good the deficiency within 60 days after service of the notice.
(b)
The deficiency may be made good in cash or in assets eligible under this title for the investment of the insurer's funds; or if a stock insurer by reduction of the insurer's capital to an amount not below the minimum required for the kinds of insurance thereafter to be transacted; or if a mutual insurer, by amendment of its certificate of authority to cover only such kinds of insurance for which the insurer has on deposit sufficient surplus.
(c)
If the deficiency is not made good and proof of the act filed with the Commissioner within such 60 day period, the insurer shall be deemed insolvent and the Commissioner shall institute delinquency proceedings against it as authorized by this title. If the deficiency exists because of increased loss reserves required by the Commissioner or because of disallowance by the Commissioner of certain assets or reduction of the value at which carried in the insurer's accounts, the Commissioner may in his or her discretion and upon application and good cause shown extend for not more than an additional 60 days the period within which the deficiency may be so made good and the proof thereof so filed.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-23 - Extinguishment of charters of corporations not actively engaged in business; automatic extinguishment of charter upon merger or consolidation

(a)
The corporate charter of any other corporation formed under the laws of this state for the purpose of becoming an insurer, and which corporation, during any period of 36 consecutive months after January 1, 1961, is not actively engaged in business as a domestic insurer under a certificate of authority issued to it by the Commissioner under laws currently in force is automatically extinguished and nullified at the expiration of such 36 month period.
(b)
Upon certification by the Commissioner of such facts under subsection (a) of this Code section to the Secretary of State, the Secretary of State shall enter an order extinguishing and nullifying the corporate charter.
(c)
The period during which any corporation referred to in subsection (a) of this Code section is the subject of delinquency proceedings under Chapter 37 of this title shall not be counted as part of any 36 month period.
(d)
Upon merger or consolidation of a domestic insurer with another insurer under this chapter, the corporate charter of the merged or consolidated domestic insurer shall thereby automatically be extinguished and nullified.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-24 - Procedure for voluntary dissolution generally; effective date of dissolution; conditions precedent to effectuation of dissolution

(a)
If, while a domestic stock or mutual insurer is fully solvent and it is deemed by its board of directors to be in the best interests of the insurer and its stockholders or members that the insurer be dissolved, the board of directors shall adopt a resolution to that effect and call a special meeting of its stockholders or members to consider and take action upon the proposal to dissolve the insurer corporation. The meeting shall be held upon not less than 30 days' written notice to the stockholders or members in advance of the meeting, which notice shall contain a statement of the dissolution proposal. The notice shall be given in the manner provided in the insurer's bylaws for a special meeting of stockholders or members.
(b)
If, at the special meeting or any adjournment thereof, the holders of record of stock entitled to exercise two-thirds of all the voting power on such proposal or if a mutual insurer, two-thirds of the insurer's members present or represented by proxy at the meeting shall by resolution consent that the dissolution shall take place, a copy of the resolution together with a list of the names and residences of the directors and officers certified by the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the insurer shall be filed in triplicate with the application to surrender the charter required in Code Section
33-14-25
and one copy shall be filed for record in the office of the clerk of the superior court of the county in which the office or principal place of business of the insurer is located in this state.
(c)
Whenever all the stockholders of record of a domestic stock insurer having power to vote on a proposal to dissolve consent in writing to the dissolution, no meeting of the stockholders shall be necessary.
(d)
The effective date of the dissolution shall be the date of the issuance of the order by the Secretary of State dissolving the insurer under Code Section
33-14-25
.
(e)
No dissolution shall be effected, however, until after the insurer has reinsured in another authorized insurer or has otherwise terminated all its insurance then in force; nor, in the case of a domestic mutual insurer, until after the proposed plan of dissolution together with the proposed plan for distribution of assets among the insurer's members has been filed with and approved by the Commissioner after having been found by him or her to be fair and equitable to the members of the domestic mutual insurer.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-25 - Procedure for surrender of charter

(a)
Any insurance corporation chartered by the Secretary of State may surrender its charter upon the company filing in the office of the Commissioner of Insurance an application in triplicate, signed with its corporate name and under its corporate seal, stating:
(1)
The name of the company and the location of its principal place of business in this state;
(2)
The date of its charter and all amendments thereto and the date or dates of renewal or renewals of its charter;
(3)
That it desires to surrender its charter and franchise to the state;
(4)
A certificate attested to by two officers of the company that the procedure required by Code Section
33-14-24
has been carried out; and
(5)
Any other information deemed necessary by the Commissioner of Insurance.
(b)
Upon receipt thereof, the Commissioner shall take such action to investigate the proposed surrender to determine if the rights of policyholders, creditors, stockholders or members, and third party claimants under liability policies of the insurer have been paid or properly provided for in a fair and equitable manner. The Commissioner shall after making his or her determination issue under his or her hand and official seal a certificate approving or disapproving the application for surrender of the charter and shall transmit a copy of such certificate of approval to the Secretary of State. If the Commissioner does not approve the application, the Commissioner shall notify the insurer in writing of his or her reasons for not approving the application for surrender of the charter.
(c)
The fee and publication requirements set out in subsections (a) through (c) of Code Section
33-14-5
shall be applicable to a surrender of charter under this Code section.
(d)
Upon receipt of the certificate of the judge of the probate court as to the publication of the application and the certificate of approval of the surrender from the Commissioner, the Secretary of State shall issue under the seal of the state a certificate dissolving the insurer; and the Secretary of State shall record the application, the certificate of the judge of the probate court, the certificate of approval of the Commissioner, and the certificate dissolving the insurer.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-26 - Powers and duties of directors as trustees upon expiration of period of corporate existence; filling of vacancies and replacement of directors

Upon the dissolution of a domestic stock or mutual insurer under Code Section
33-14-25
, or upon the expiration of the period of its corporate existence in any other manner, except under Chapter 37 of this title, the directors of the corporation shall be trustees of the corporation with the full power to settle the affairs, collect the outstanding debts, sell and convey the property, real and personal, of the corporation, and divide its assets among its stockholders or members entitled to the assets, after paying or adequately providing for the payment of its liabilities and obligations. Vacancies in the number of directors may be filled by the remaining directors, but any director may be replaced on the vote of a majority of the stockholders, or members of the corporation, if a mutual insurer.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 1 - GENERAL PROVISIONS (§§ 33-14-1 — 33-14-27) › Section 33-14-27 - Continuance of corporate existence subsequent to dissolution or expiration

All domestic stock and mutual insurance corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued for a term of three years from such expiration or dissolution, except in any dissolution under Chapter 37 of this title, as bodies corporate for the purpose of prosecuting and defending actions by or against them and of enabling them to settle and close their business, to dispose of and convey their property, and to divide their assets among those entitled to such assets, but not for the purpose of continuing business as insurers; provided, however, that as to any action or proceeding commenced by or against the corporation prior to such expiration or dissolution and with respect to any action or proceeding commenced by or against the corporation within three years after the date of the expiration or dissolution, the corporation shall for the purpose of the actions or proceedings only be continued as bodies corporate beyond the three-year period and until any judgments, orders, or decrees in the expiration or dissolution actions or proceedings are fully executed.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 2 - DOMESTIC STOCK INSURERS (§§ 33-14-40 — 33-14-45) › Section 33-14-40 - Reinsurance of risks generally; bulk insurance agreements

(a)
A domestic stock insurer may accept reinsurance for the same kinds of insurance and within the same limits as it is authorized to transact direct insurance unless such reinsurance is prohibited by its charter.
(b)
A domestic stock insurer may reinsure all or substantially all of its business in force or substantially all of a major class thereof with another insurer by an agreement of bulk insurance; but the agreement shall not become effective unless filed with and approved in writing by the Commissioner.
(c)
The Commissioner shall approve agreements of bulk insurance within 60 days after their filing unless he finds that it is inequitable to the stockholders of the domestic insurer or would substantially reduce the protection or service to its policyholders. If the Commissioner does not approve the agreement, he shall so notify the insurer in writing specifying his reasons therefor.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 2 - DOMESTIC STOCK INSURERS (§§ 33-14-40 — 33-14-45) › Section 33-14-41 - Dividends payable only out of realized profits or upon special approval of Commissioner

(a)
As used in this Code section, the term "unassigned surplus" means, with respect to a stock insurer, undistributed, accumulated surplus, including net income and unrealized gains, since the organization of such insurer.
(b)
A domestic stock insurer may pay dividends to its stockholders only out of unassigned surplus or upon special approval of the Commissioner upon the terms and conditions set out in subsection (c) of this Code section.
(c)
Notwithstanding any other provision of the law, a domestic stock insurer may, conditioned upon receipt of the Commissioner's approval, declare a dividend from other than unassigned surplus; provided, however, that such declaration shall confer no rights upon the security holders of such insurer and such insurer may not pay such dividend until the Commissioner has:
(1)
Approved the payment of such dividend; or
(2)
Not disapproved the payment of such dividend within 30 days after receipt of notice from such insurer of the declaration thereof.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 2 - DOMESTIC STOCK INSURERS (§§ 33-14-40 — 33-14-45) › Section 33-14-42 - Illegal dividends

(a)
Any director of a domestic stock insurer who votes for or concurs in declaration or payment of an illegal dividend to stockholders shall upon conviction thereof be guilty of a misdemeanor and shall be jointly and severally liable together with other such directors for any loss thereby sustained by the insurer.
(b)
The stockholders receiving such an illegal dividend shall be liable in the amount thereof to the insurer.
(c)
The Commissioner may revoke or suspend the certificate of authority of an insurer which has declared or paid an illegal dividend.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 2 - DOMESTIC STOCK INSURERS (§§ 33-14-40 — 33-14-45) › Section 33-14-43 - Authorization and procedure for merger or consolidation; receipt of consideration by directors, officers, agents, or employees; formation of domestic insurance company for sole purpose of merging or consolidating with existing domestic insurer

(a)
A domestic stock insurer may merge or consolidate with one or more domestic, alien, or foreign stock corporations by complying with the applicable laws of this state governing the merger or consolidation of stock corporations formed for profit and Code Sections
33-14-5
and
33-14-6
.
(b)
No director, officer, agent, or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation, or other valuable consideration whatsoever for or in any manner aiding, promoting, or assisting therein except as set forth in the plan or agreement.
(c)
The Commissioner may permit the formation of a domestic insurance company that is established for the sole purpose of merging or consolidating with an existing domestic insurer simultaneously with a division authorized by Article 6 of this chapter. Upon request of the dividing insurer, as defined in Code Section
33-14-120
, the Commissioner may waive the requirements of subsection (a) of this Code section, Code Section
33-3-15
, and Chapter 13 of this title. Each insurer formed under this subsection shall be deemed to exist before a merger and division under this Code section becomes effective, but solely for the purpose of being a party to such merger and division. The Commissioner shall not require that such insurer be licensed to transact insurance business in this state before such merger and division. All insurance policies, annuities, or reinsurance agreements allocated to such insurer shall become the obligation of the insurer that survives the merger simultaneously with the effectiveness of the merger and division. The plan of merger shall be deemed to have been approved by such insurer if the dividing insurer approved such plan. The certificate of merger shall state that it was approved by the insurer formed under this subsection.
Amended by 2019 Ga. Laws 147,§ 3, eff. 7/1/2019.
2023 CODE OF GEORGIA › Title 33 - INSURANCE (§§ 33-1-1 — 33-66-8) › Chapter 14 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 33-14-1 — 33-14-128) › Article 2 - DOMESTIC STOCK INSURERS (§§ 33-14-40 — 33-14-45) › Section 33-14-44 - Authorization and procedure for conversion of stock insurer to mutual insurer

(a)
A domestic stock insurer certified to issue only those kinds of insurance which domestic mutual insurers are authorized to issue under this title may become a domestic mutual insurer pursuant to such plan and procedure as may be approved in advance by the Commissioner.
(b)
The Commissioner shall not approve any such plan or procedure unless:
(1)
It is equitable to stockholders and policyholders;
(2)
It is subject to approval by the holders of not less than three-fourths of the insurer's outstanding capital stock having voting rights and by not less than two-thirds of the insurer's policyholders who vote on the plan in person, by proxy, or by mail pursuant to such notice and procedure as may be approved by the Commissioner;
(3)
If a life insurer, the right to vote on such plan is limited as provided in the bylaws;
(4)
Mutualization will result in retirement of shares of the insurer's capital stock at a price not in excess of the fair market value of the insurer's capital stock as determined by competent disinterested appraisers;
(5)
The plan provides for the purchase of the shares of any nonconsenting stockholder in the same manner and subject to the same applicable conditions as provided by the general corporation laws of this state as to rights of nonconsenting stockholders with respect to consolidation or merger of private corporations;
(6)
The plan provides for definite conditions to be fulfilled by a designated early date upon which the mutualization will be deemed effective; and
(7)
The mutualization leaves the insurer with surplus funds reasonably adequate for the security of its policyholders and to enable it to continue successfully in business in the states in which it is then authorized to transact insurance, and for the kinds of insurance included in its certificate of authority in those states.
(c)
This Code section shall not apply to mutualization under order of court pursuant to rehabilitation of an insurer under Chapter 37 of this title.