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 2 - DOMESTIC STOCK INSURERS (§§ 33-14-40 — 33-14-45) › Section 33-14-45 - Classes of common or preferred shares

A domestic stock insurer may have one or more classes of common or preferred shares, all of which shall be shares with par value in accordance with paragraph (5) of subsection (b) of Code Section
33-14-4
and any or all of which may, subject to any restrictions of this title, consist of shares with full, limited, multiple, fractional, or no voting rights and such designations, preferences, qualifications, privileges, limitations, redemption provisions (in the case of preferred shares), options, conversion rights, and other special rights as shall be stated in this article. Except as otherwise stated in this article, this title, or other applicable laws, each share shall be equal in all respects to every other share.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-60 - Bylaws

(a)
The initial board of directors of a domestic mutual insurer shall adopt original bylaws subject to the approval of the insurer's members at the next succeeding meeting. The members shall have power to adopt, modify, and revoke bylaws.
(b)
The bylaws shall provide:
(1)
That each member is entitled to one vote upon each matter coming to a vote at meetings of members or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force, numbers of policies held, upon the amount of the premiums paid by such members, or upon other reasonable factors. A member shall have the right to vote in person or by his written proxy. No such proxy shall be made irrevocable;
(2)
For election of directors by the members and for the number, qualifications, terms of office, and powers of directors;
(3)
The time, notice, quorum, and conduct of annual and special meetings of members and voting procedures at the meetings. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be set forth in the policy and that no other notice of the meeting shall be required;
(4)
The number, designation, election, terms, and powers and duties of the respective corporate officers;
(5)
For deposit, custody, disbursement, and accounting for corporate funds; and
(6)
For any other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs and not inconsistent with law.
(c)
The insurer shall promptly file with the Commissioner a copy of its bylaws certified by the insurer's secretary or assistant secretary, and of every modification thereof or addition thereto. The Commissioner shall disapprove any bylaw provision deemed by him to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer's members of any class of members. The insurer shall not, after receiving written notice of such disapproval and during the existence of the corporation, effectuate any bylaw provision so disapproved.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-62 - Authorization of transaction of additional kinds of insurance

A domestic mutual insurer formed after January 1, 1961, after being authorized to transact one kind of insurance shall be authorized by the Commissioner to transact such additional kinds of insurance as are permitted under Code Section
33-3-5
, while otherwise in compliance with this title and while maintaining unimpaired surplus funds in an amount not less than the amount of paid-in capital stock required of a domestic stock insurer transacting like kinds of insurance, subject further to the additional expendable surplus requirements of this title applicable to such a stock 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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-63 - Filing of surety bond or deposit by incorporators of proposed insurer; conditions of bond or deposit; release and discharge

(a)
Prior to the solicitation of any applications for insurance pursuant to the requirements for a certificate of authority of a mutual insurer, the incorporators of the proposed insurer shall file with the Commissioner a corporate surety bond in the penalty of $15,000.00 in favor of the state and for the use and benefit of the state and of applicant members and creditors of the corporation. The bond shall be conditioned as follows:
(1)
For the prompt return to applicant members of all premiums collected in advance;
(2)
For payment of all indebtedness of the corporation; and
(3)
For payment of costs incurred by the state in the event of any legal proceedings for liquidation or dissolution of the corporation.
All of the conditions shall become due and payable only in the event the corporation fails to complete its organization and secure a certificate of authority within two years from and after the date of the certificate of incorporation.
(b)
In lieu of such bond, the incorporators may deposit with the Commissioner $15,000.00 in cash or United States government bonds negotiable and payable to the bearer, with a market value at all times of not less than $15,000.00, to be held in trust upon the same conditions as required for the bond.
(c)
Any such bond filed or deposit made or remaining portion thereof held under this Code section shall be released and discharged upon settlement and termination of all liabilities against it.
Amended by 2019 Ga. Laws 139,§ 1-71, 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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-64 - Solicitation of applications for policies upon approval of bond or deposit; provisions and execution of applications; requirement of cash premiums

(a)
Upon receipt of the Commissioner's approval of the bond or deposit required by Code Section
33-14-63
, the directors and officers of the proposed domestic mutual insurer may commence solicitation of such requisite applications for insurance policies as they may accept and may receive deposits of premiums thereon.
(b)
All applications shall be in writing signed by the applicant.
(c)
All applications shall provide that:
(1)
Issuance of the policy is contingent upon the insurer qualifying for and receiving a certificate of authority; and
(2)
No insurance is in effect unless and until the certificate of authority has been issued.
(d)
All qualifying premiums collected shall be in cash.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-65 - Deposit of premiums and fees collected; issuance and delivery of policies by insurers; effective date of insurance

(a)
All sums collected by a domestic mutual corporation as premiums or fees on qualifying applications for insurance with such corporation shall be deposited in trust in a bank or trust company in this state which is authorized under the laws of this state to act as a depository of state funds and which has its deposits insured by the Federal Deposit Insurance Corporation under a written trust agreement consistent with this Code section. The corporation shall file an executed copy of the trust agreement with the Commissioner.
(b)
Upon issuance to the corporation of a certificate of authority as an insurer for the kind of insurance for which the applications were solicited, all funds so held in trust shall become the funds of the insurer and the insurer shall issue and deliver its policies for which premiums have been paid and accepted. The insurance provided by the policies shall be effective as of the date of the certificate of authority.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-66 - Return of deposits or premiums upon failure of proposed insurer to complete organization and secure original certificate of authority

If the proposed domestic mutual insurer fails to complete its organization and to secure its original certificate of authority within two years from and after the date of its incorporation, the corporation shall be dissolved by the Commissioner and the Commissioner shall return or cause to be returned to the persons entitled thereto all advance deposits or payments of premiums held in trust under Code Section
33-14-65
.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-67 - Policyholders deemed members of insurers; persons entitled to become members; liability upon insurance contracts of representatives of members; rights of members generally

(a)
Each policyholder of a domestic mutual insurer other than of a reinsurance contract is a member of the insurer with all rights and obligations of such membership, and the policy shall so specify.
(b)
Any person, government, or governmental agency, state or political subdivision thereof, public or private corporation, board, association, firm, estate, trustee, or fiduciary may be a member of a domestic, foreign, or alien mutual insurer. Any officer, stockholder, trustee, or legal representative of any corporation, board, association, or estate may be recognized as acting for or on its behalf for the purpose of membership, and shall not be personally liable upon any contract of insurance for acting in a representative capacity.
(c)
Any domestic corporation may participate as a member of a mutual insurer as an incidental purpose for which the corporation is organized and as such is granted the rights and powers expressly conferred.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-68 - Contingent liability of members

(a)
Each member of a domestic mutual insurer shall, except as provided in Code Section
33-14-71
with respect to nonassessable policies, have a contingent liability, pro rata and not one for another, for the discharge of its obligations, which contingent liability shall be in the maximum amount stated in the insurer's charter.
(b)
Each policy issued by the insurer shall contain a statement of the contingent liability, if any, of its members.
(c)
Termination of the policy of any member shall not relieve the member of contingent liability for his proportion, if any, of the obligations of the insurer which accrued while the policy was in force.
(d)
Unrealized contingent liability of members does not constitute an asset of the insurer in any determination of its financial condition.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-69 - Levy of assessment by directors; computation of assessment; allowance of offsets against assessments

(a)
If at any time the assets of a domestic mutual insurer are less than its liabilities and the minimum amount of surplus required of it by this title for authority to transact the kinds of insurance being transacted and the deficiency is not cured from other sources, its directors shall levy an assessment only upon its members who at any time within the 12 months immediately preceding the date notice of the assessment was mailed to them held policies providing for contingent liability; and the members shall be liable to the insurer for the amount so assessed.
(b)
The assessment shall be for the amount necessary to cure the deficiency and to provide a reasonable amount of working funds above the minimum amount of surplus; but the working funds so provided shall not exceed 5 percent of the insurer's liabilities as of the date as of which the amount of the deficiency was determined.
(c)
In levying an assessment on policies providing for contingent liability, the assessment shall be computed on a basis of premium earned on the policy.
(d)
No member shall have an offset against any assessment for which he is liable on account of any claim for unearned premium or loss payable.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-70 - Notice of assessment; presumption as to correctness of assessment; proceedings upon failure of member to pay assessment

(a)
Any assessment made by an insurer under Code Sections
33-14-68
and
33-14-69
is prima facie correct. The amount of the assessment to be paid by each member as determined by the insurer is likewise prima facie correct.
(b)
The insurer shall notify each member of the amount of the assessment to be paid by written notice mailed to the address of the member last of record with the insurer. Failure of the member to receive the notice so mailed within the time specified therein for the payment of the assessment or at all shall be no defense in any action to collect the assessment.
(c)
If a member fails to pay the assessment within the period specified in the notice, which period shall not be less than 20 days after mailing, the insurer may institute an action to collect same.
(d)
As to life insurance, any part of the assessment upon a member which remains unpaid following notice of assessment, demand for payment, and lapse of a reasonable waiting period as specified in the notice, may, if approved by the Commissioner as being in the best interests of the insurer and its members, be secured by placing a lien upon the cash surrender values and accumulated dividends held by the insurer to the credit of the member.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-71 - Extinguishment of contingent liability; revocation of authority to issue policies without contingent liability; issuance of nonassessable policies by foreign or alien insurers

(a)
While a domestic mutual insurer maintains the deposits and surplus funds necessary for the kinds of insurance it is transacting and is otherwise in compliance with this title and is in a sound condition it may extinguish the contingent liability of its members as to all its policies in force and may omit provisions imposing contingent liability in all its policies currently issued upon receiving written approval by the Commissioner. The Commissioner shall revoke the authority of a domestic mutual insurer to issue policies without contingent liability at any time the insurer's assets are less than the sum of its liabilities and the surplus required for the authority or if the insurer, by resolution of the board of directors approved by a majority of its members present and voting in person or by proxy at a meeting called for that purpose, requests that the authority be revoked.
(b)
A foreign or alien mutual insurer may issue nonassessable policies to its members in this state pursuant to its articles of incorporation and the laws of its domicile.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-72 - Reinsurance of risks

(a)
A domestic mutual company transacting insurance business under the laws of this state with the approval of the Commissioner may reinsure all risks undertaken by it in any company authorized to transact a similar class of insurance business in this state and transfer to the company assuming such risks all or such of its assets, reserves, liabilities, and obligations of every character as the agreement approved by the Commissioner shall provide.
(b)
This Code section shall not prevent a domestic mutual company from reinsuring any risks or fractional parts thereof not situated in this state in any company licensed by the state in which such risks are located.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-73 - Dividends payable only out of net realized savings and earnings

(a)
The directors of a domestic mutual insurer may from time to time apportion and pay or credit to its members dividends only out of that part of its surplus funds which represent net realized savings and net realized earnings from its business.
(b)
A dividend otherwise proper may be payable out of the savings and earnings even though the insurer's total surplus is then less than the aggregate of its contributed surplus.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-74 - Liability of directors for declaration or payment of illegal dividend

Any director of a domestic mutual insurer who willfully and with knowledge votes for or concurs in a declaration or payment of a dividend which reduces surplus below the minimum required surplus shall be guilty of a misdemeanor and shall be jointly and severally liable, together with other such directors likewise voting for or concurring in willfully and with knowledge, for any loss thereby sustained by 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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-75 - Procedure for merger or consolidation

(a)
Upon complying with the applicable procedures prescribed by the statutes of this state applying to corporations formed for profit except as provided in subsection (c) of this Code section, any domestic mutual insurer is authorized to merge or consolidate with any domestic company or with any foreign or alien company if such merger or consolidation is authorized by the laws of the state or country under which such foreign or alien company is incorporated or organized.
(b)
The plan and agreement for merger or consolidation shall be submitted to and approved by at least two-thirds of the members of each mutual insurer involved voting on the merger or consolidation in person or by proxy at meetings called for the purpose pursuant to ten days' notice and such procedure as has been approved by the Commissioner. If a life insurer, right to vote may be limited to members whose policies are other than term or group policies and have been in effect for more than one year as the bylaws may provide.
(c)
No merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the Commissioner and approved by him in writing. The Commissioner shall give his approval within 60 days after the filing unless he finds such plan or agreement:
(1)
Is inequitable to the policyholders or any domestic insurer involved; or
(2)
Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere.
(d)
If the Commissioner does not approve the plan or agreement he shall so notify the insurers in writing specifying his reasons for disapproving the merger or consolidation.
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 3 - DOMESTIC MUTUAL INSURERS (§§ 33-14-60 — 33-14-77) › Section 33-14-77 - Distribution of assets to members upon liquidation of insurers generally; calculation of distributive shares of members

(a)
Upon any liquidation of a domestic mutual insurer, its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expenses of administration shall be distributed to existing persons who were its members at any time within 12 months immediately preceding the date such liquidation was authorized or ordered or the date of last termination of the insurer's certificate of authority, whichever date is the earlier; except that if the Commissioner has reason to believe that those in charge of the management of the insurer have caused or encouraged the reduction of the members of the insurer in anticipation of liquidation and for the purpose of reducing thereby the number of persons who may be entitled to share in distribution of the insurer's assets, he may enlarge the 12 month qualification period provided for in this subsection by any additional period as he may deem to be reasonable.
(b)
The distributive share of each such member shall be in the proportion that the aggregate premiums earned by the insurer on the policies of the member during the combined periods of his membership bear to the aggregate of all premiums earned on the policies of all members. The insurer may and if a life insurer shall make reasonable classifications of its policies held by members and make a formula based upon the classification for determining the equitable distributive shares of each member. Such classification and formula shall be subject to the approval of the Commissioner.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-90 - "Equity security" defined

As used in this article, "equity security" means any stock or similar security; any security convertible, with or without consideration, into such a security or carrying any warrant or right to subscribe to or purchase such a security; any such warrant or right; or any other security which the Commissioner shall deem to be of similar nature and consider necessary or appropriate, by any rules and regulations as he may prescribe in the public interest or for the protection of investors, to treat as an equity security.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-91 - Filing of statements of equity securities ownership

Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of a domestic stock insurer or who is a director or an officer of such insurer shall file in the office of the Commissioner within ten days after the person becomes the beneficial owner, director, or officer a statement in such form as the Commissioner may prescribe of the amount of all equity securities of the insurer of which the person is the beneficial owner; and within ten days after the close of each calendar month after the person becomes the beneficial owner, director, or officer, if there has been a change in such ownership during such month, the person shall file in the office of the Commissioner a statement in such form as the Commissioner may prescribe indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during that calendar month.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-92 - Authorization of actions to recover for insurer profits from purchases and sales, or sale and purchase, within period of less than six months

For the purpose of preventing the unfair use of information which may have been obtained by a beneficial owner, director, or officer by reason of his relationship to an insurer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of the insurer within any period of less than six months, unless the security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the insurer irrespective of any intention on the part of the beneficial owner, director, or officer in entering into the transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. An action to recover such profit may be instituted in any court of competent jurisdiction by the insurer or by the owner of any security of the insurer in the name and in behalf of the insurer if the insurer shall fail or refuse to bring an action within 60 days after request or shall fail diligently to prosecute the same thereafter; but no action shall be brought more than two years after the date the profit was realized. This Code section shall not be construed to cover any transaction in which the beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved or any transaction or transactions which the Commissioner by rules and regulations may exempt as not comprehended within the purpose of this Code section.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-93 - Unlawful sales of securities

It shall be unlawful for any beneficial owner, director, or officer directly or indirectly to sell any equity security of such insurer if the person selling the security or his principal:
(1)
Does not own the security sold;
(2)
If owning the security, does not deliver it against such sale within 20 days thereafter; or
(3)
Does not within five days after the sale deposit it in the mails or other usual channels of transportation;
but no person shall be deemed to have violated this Code section if he proves that notwithstanding the exercise of good faith he was unable to make the delivery or deposit within that time or that to do so would cause undue inconvenience or expense.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-94 - Sales by dealers in ordinary course of business and incident to establishment or maintenance of primary or secondary market exempted from article

Code Section
33-14-92
shall not apply to any purchase and sale, or sale and purchase, and Code Section
33-14-93
shall not apply to any sale of an equity security of a domestic stock insurer not then or theretofore held by him in an investment account by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market otherwise than on an exchange as defined in the Securities Exchange Act of 1934 for such security. The Commissioner may by any rules and regulations as he deems necessary or appropriate in the public interest define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-95 - Foreign or domestic arbitrage transactions exempted from article

Code Sections
33-14-91
through
33-14-93
shall not apply to foreign or domestic arbitrage transactions unless made in contravention of any rules and regulations as the Commissioner may adopt in order to carry out the purposes of this article.
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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-96 - Transactions in securities registered under Section 12 of Securities Exchange Act of 1934 exempted from article

Code Sections
33-14-91
through
33-14-93
shall not apply to equity securities of a domestic stock insurer if the 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 4 - INSIDER TRADING OF DOMESTIC STOCK INSURER EQUITY SECURITIES (§§ 33-14-90 — 33-14-97) › Section 33-14-97 - Promulgation of rules and regulations by Commissioner; effect of rules and regulations upon liability under Code Sections 33-14-91 through 33-14-93

(a)
The Commissioner shall have the power to make any reasonable rules and regulations as may be necessary for the execution of the functions vested in him by this article and may for that purpose classify domestic stock insurers, securities, and other persons or matters within his jurisdiction.
(b)
No provision of Code Sections
33-14-91
through
33-14-93
imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the Commissioner notwithstanding that the rule or regulation may after the act or omission be amended or rescinded or determined by judicial or other authority to be invalid for any reason.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-100 - Definitions

As used in this article, the term:
(1)
"Limited purpose subsidiary" means a subsidiary life, accident, and sickness reinsurer that is organized under this article and is wholly owned by an organizing domestic reinsurer.
(2)
"Organizing domestic reinsurer" means a domestic life, accident, and sickness reinsurer that organizes a limited purpose subsidiary under this article.
(3)
"Reinsurer" means an insurer that:
(A)
Is principally engaged in the business of reinsurance;
(B)
Does not conduct a significant amount of direct insurance as a percentage of the insurer's net premiums; and
(C)
Is not engaged on an ongoing basis in the business of soliciting direct insurance.
(4)
"Risk" means a risk that is associated with an insurance policy or annuity that is assumed by an organizing domestic reinsurer and for which the organizing domestic reinsurer is required to hold statutory reserves for the policy or annuity.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-101 - Authorization to organize domestic limited purpose subsidiary

A domestic life, accident, and sickness reinsurer may organize a domestic limited purpose subsidiary pursuant to the provisions of this article.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-102 - Approval of operation plan and certificate of authority requirements; certain disclosure requirements; examination by Commissioner

(a)
Before assuming risk under a reinsurance agreement, a limited purpose subsidiary must:
(1)
Obtain from the Commissioner approval of the limited purpose subsidiary's plan of operation; and
(2)
Be granted a certificate of authority to engage in the business of reinsurance in Georgia.
(b)
A limited purpose subsidiary shall produce or disclose in its plan of operation, amendments, and records, books, documents, reports, and other information that the Commissioner requires the limited purpose subsidiary to produce or disclose under:
(1)
This article;
(2)
Rules adopted pursuant to this article; or
(3)
An order pursuant to an examination performed in accordance with the provisions of Chapter 2 of this title.
(c)
The Commissioner shall examine domestic limited purpose subsidiaries pursuant to Code Section
33-2-11
.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-103 - Powers of limited purpose subsidiary

A limited purpose subsidiary that is granted a certificate of authority by the Commissioner under this article:
(1)
Is wholly owned by the organizing domestic reinsurer;
(2)
Is authorized to engage in the business of reinsurance only for the lines of insurance for which the organizing domestic reinsurer is authorized;
(3)
May reinsure only risks of the organizing domestic reinsurer; and
(4)
May access alternative forms of financing.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-104 - Investment of funds

An organizing domestic reinsurer may invest funds from the surplus of the organizing domestic reinsurer in a limited purpose subsidiary that is organized by the organizing domestic reinsurer pursuant to this article.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-105 - Officers and directors

The officers and directors of an organizing domestic reinsurer may serve as officers and directors of a limited purpose subsidiary organized by the organizing domestic reinsurer pursuant to this article.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-106 - Reinsurance

A limited purpose subsidiary may, upon approval of the Commissioner, reinsure the risks assumed by the limited purpose subsidiary.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-107 - Assets

(a)
Assets of a limited purpose subsidiary that are approved by the Commissioner as admitted assets must comply with requirements established by the Commissioner under rules adopted pursuant to this article.
(b)
All other assets shall not be admitted assets.
Amended by 2019 Ga. Laws 139,§ 1-72, eff. 7/1/2019.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-108 - Applicability of certain provisions of this title

The following provisions of this title shall not apply to a limited purpose subsidiary organized under this article:
(1)
Code Section
33-3-6
;
(2)
Code Section
33-3-7
;
(3)
Code Section
33-3-8
;
(4)
Code Section
33-7-14
;
(5)
Article 2 of Chapter 11;
(6)
Code Section
33-13-4
;
(7)
Code Section
33-13-5
;
(8)
Code Section
33-14-40
; and
(9)
Chapter 56.
Amended by 2019 Ga. Laws 139,§ 1-73, eff. 7/1/2019.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 5 - LIMITED PURPOSE SUBSIDIARY INSURANCE COMPANIES (§§ 33-14-100 — 33-14-109) › Section 33-14-109 - Adoption of rules

(a)
The Commissioner shall, before approving a limited purpose subsidiary under this article, adopt rules pursuant to Code Section
33-2-9
to implement this article.
(b)
The rules adopted under subsection (a) of this Code section shall address, but not be limited to, the following concerning limited purpose subsidiaries:
(1)
Requirements for organization of a limited purpose subsidiary;
(2)
Requirements for a plan of operation;
(3)
Capital, surplus, and risk-based capital requirements;
(4)
Requirements for reporting and notifications;
(5)
Requirements for reserves, including actuarial certification;
(6)
Requirements for authorized investments;
(7)
Requirements with respect to reinsurance ceded or assumed by the limited purpose subsidiary;
(8)
Requirements and restrictions for material transactions;
(9)
Requirements for dividends and distributions;
(10)
Requirements for operations; and
(11)
Conditions of, forms for, and approval of the financing of a limited purpose subsidiary.
Added by 2011 Ga. Laws 111,§ 1, eff. 7/1/2011.
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 6 - DIVISION OF INSURER (§§ 33-14-120 — 33-14-128) › Section 33-14-120 - Definitions

As used in this article, the term:
(1)
"Capital" means the capital stock component of statutory surplus, as defined in the National Association of Insurance Commissioners Accounting Practices and Procedures Manual, version effective January 1, 2001, and subsequent revisions.
(2)
"Director" means a person:
(A)
By or under whose authority the powers of a corporation are exercised; and
(B)
Under whose direction the business and affairs of the corporation are managed pursuant to the articles of incorporation or bylaws of the corporation.
(3)
"Divide" or "division" means a transaction in which a domestic insurer divides into two or more resulting domestic insurers.
(4)
"Dividing insurer" means a domestic insurer that approves a plan of division pursuant to Code Section
33-14-122
.
(5)
"Liability" means a debt, obligation, or any other liability arising in any manner, regardless of whether it is secured or contingent.
(6)
"New insurer" means a domestic insurer that is created by a division occurring on or after July 1, 2019.
(7)
"Property" means all property, whether real, personal, or mixed, tangible or intangible, or any right or interest therein, including rights under contracts and other binding agreements.
(8)
"Resulting insurer" means a new insurer or a dividing insurer that survives a division.
(9)
"Share" means a share of membership in a corporation.
(10)
"Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(11)
"Sign" or "signature" means any manual, facsimile, conformed, or electronic signature.
(12)
"Surplus" means total statutory surplus less capital stock, adjusted for the par value of any treasury stock, calculated in accordance with the National Association of Insurance Commissioners Accounting Practices and Procedures Manual, version effective January 1, 2001, and subsequent revisions.
(13)
"Transfer" means an assignment, conveyance, sale, lease, or encumbrance, including a mortgage or security interest, gift, or transfer by operation of law.
Added by 2019 Ga. Laws 147,§ 1, 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 6 - DIVISION OF INSURER (§§ 33-14-120 — 33-14-128) › Section 33-14-122 - Approval of plan of division

(a)
Except as provided in subsections (b) and (c) of this Code section, a dividing insurer shall not file a plan of division with the Commissioner unless such plan has been approved in accordance with:
(1)
All provisions of its articles of incorporation and bylaws; or
(2)
If its articles of incorporation and bylaws do not provide for approval of a division, all provisions of its articles of incorporation and bylaws that provide for approval of a merger.
(b)
Shareholder approval of a plan of division shall not be required unless:
(1)
The articles of incorporation and bylaws of the dividing insurer require such approval;
(2)
The plan makes an amendment to the articles of incorporation and bylaws requiring such approval; or
(3)
The dividing insurer will not survive the proposed division and has only one class of shares outstanding and the shares of each new insurer will not be distributed pro rata to the shareholders.
(c)
(1)
If any provision of the articles of incorporation and bylaws of a dividing insurer adopted before July 1, 2019, requires that a specific number or percentage of directors or shareholders approve the proposal or adoption of a plan of merger, or imposes other special procedures for the proposal or adoption of a plan of merger, such dividing insurer shall adhere to such provision in proposing or adopting a plan of division.
(2)
If a provision of any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, indenture or other contract relating to indebtedness, or a provision of any other type of contract other than an insurance policy, annuity, or reinsurance agreement, that was issued, incurred, or executed by the domestic insurer before July 1, 2019, requires the consent of the obligee to a merger of the insurer or treats such a merger as a default and does not provide that a division of the insurer does not require the consent of the obligee or treat a division as a default, as applicable, then such provision applies to a division of the insurer as if such division were a merger.
(3)
If any provision described in paragraph (1) or (2) of this subsection is amended on or after July 1, 2019, such provision shall thereafter apply to a division only in accordance with its express terms.
Added by 2019 Ga. Laws 147,§ 1, 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 6 - DIVISION OF INSURER (§§ 33-14-120 — 33-14-128) › Section 33-14-124 - Requirements for certificates of division; articles of incorporation; effective date

(a)
After a plan of division has been adopted and approved under Code Sections
33-14-122
and
33-14-123
, an officer or duly authorized representative of the dividing insurer shall sign a certificate of division.
(b)
The certificate of division shall set forth:
(1)
The name of the dividing insurer;
(2)
A statement disclosing whether the dividing insurer will survive the division;
(3)
The name of each resulting insurer;
(4)
The date on which the division is to be effective, which shall not be more than 90 days after the dividing insurer has filed the certificate of division with the Secretary of State;
(5)
A statement that the division was approved by the dividing insurer in accordance with Code Section
33-14-122
;
(6)
A statement that the division was approved by the Commissioner in accordance with Code Section
33-14-123
;
(7)
A statement that the dividing insurer provided, not later than ten business days after the dividing insurer filed the plan of division with the Commissioner, reasonable notice to each insurer or reinsurer that is party to a reinsurance contract allocated in the plan of division;
(8)
If the dividing insurer will survive the division, any amendment to its articles of incorporation approved as part of the plan of division;
(9)
For each new insurer created by the division, its articles of incorporation, which need not state the name or address of an incorporator of a corporation; and
(10)
A reasonable description of the capital, surplus, other property, and policies and other liabilities of the dividing insurer that are to be allocated to each resulting insurer.
(c)
The articles of incorporation, if any, of each new insurer must satisfy the requirements of the laws of this state, but such articles need not be signed or include any provision that need not be included in a restatement of such articles.
(d)
A certificate of division shall be effective when filed with the Secretary of State or on such other date specified in the plan of division, whichever is later; provided, however, that a certificate of division shall become effective not more than 90 days after it is filed with the Secretary of State. A division shall be effective when the relevant certificate of division becomes effective.
Added by 2019 Ga. Laws 147,§ 1, 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 6 - DIVISION OF INSURER (§§ 33-14-120 — 33-14-128) › Section 33-14-126 - Responsibilities of resulting insurers

(a)
Except as provided in this Code section, when a division becomes effective, a resulting insurer shall be responsible:
(1)
Individually for the policies and other liabilities the resulting insurer issues, undertakes, or incurs in its own name after the division;
(2)
Individually for the policies and other liabilities of the dividing insurer that are allocated to or remain the liability of the resulting insurer to the extent specified in the plan of division; and
(3)
Jointly and severally with the other resulting insurers for the policies and other liabilities of the dividing insurer that are not allocated by the plan of division.
(b)
If a division breaches an obligation of the dividing insurer, all of the resulting insurers shall be liable, jointly and severally, for the breach, but the validity and effectiveness of the division shall not be affected by the breach.
(c)
A direct or indirect allocation of capital, surplus, property, or policies or other liabilities in a division shall not be considered a distribution for purposes of the articles of incorporation or bylaws of the dividing insurer or any of the resulting insurers.
(d)
Liens, security interests, and other charges on the capital, surplus, or other property of the dividing insurer shall not be impaired by the division, notwithstanding any otherwise enforceable allocation of policies or other liabilities of the dividing insurer.
(e)
If the dividing insurer is bound by a security agreement governed by Article 9 of Title 11, or Article 9 of the Uniform Commercial Code as enacted in any other jurisdiction, and the security agreement provides that the security interest attaches to after-acquired collateral, each resulting insurer shall be bound by the security agreement.
(f)
Except as provided in the plan of division and specifically approved by the Commissioner, an allocation of a policy or other liability shall not affect the rights under any other law of a policyholder or creditor owed payment on the policy, or payment of any other type of liability or performance of the obligation that creates the liability, except that those rights shall be available only against a resulting insurer responsible for the policy, liability, or obligation under this Code section.
Added by 2019 Ga. Laws 147,§ 1, eff. 7/1/2019.