2023 Connecticut General Statutes › Title 38a - Insurance › Chapter 698 - Insurers › Section 38a-91ff. - Incorporation and formation. Transfer of domicile.

(a) A pure captive insurance company may be incorporated as a stock insurer with its capital divided into shares and held by the stockholders, as a nonprofit corporation with one or more members or as a manager-managed limited liability company.
(b) An association captive insurance company, an industrial insured captive insurance company or a risk retention group may be:
(1) Incorporated as a stock insurer with its capital divided into shares and held by the stockholders;
(2) Incorporated as a mutual corporation without capital stock, the governing body of which is elected by its insureds;
(3) Organized as a reciprocal insurer; or
(4) Organized as a manager-managed limited liability company.
(c) (1) A sponsored captive insurance company shall be incorporated as a stock insurer with its capital divided into shares held by the stockholders, as a mutual corporation, as a nonprofit corporation with one or more members or as a manager-managed limited liability company.
(2) One or more sponsors may apply to the commissioner to form a sponsored captive insurance company. In evaluating the qualifications of a proposed sponsor, the commissioner shall consider the type and structure of the proposed sponsor entity, its experience in financial operations, financial stability and strength, business reputation and such other facts deemed relevant by the commissioner.
(3) (A) Associations, corporations, limited liability companies, partnerships, trusts and other business entities may be participants in a sponsored captive insurance company. No risk retention group shall be a sponsor or a participant of a sponsored captive insurance company.
(B) A sponsor may be a participant in a sponsored captive insurance company.
(C) A participant need not be a stockholder of the sponsored captive insurance company or any affiliate thereof.
(D) A participant shall insure only its own risks through a sponsored captive insurance company.
(d) (1) A special purpose financial captive insurance company may be incorporated as a stock insurer with its capital divided into shares and held by its stockholders or as a manager-managed limited liability company.
(2) A special purpose financial captive insurance company's organizational documents shall limit the special purpose financial captive insurance company's authority to transact the business of insurance or reinsurance to those activities that the special purpose financial captive insurance company conducts to accomplish its purposes described in sections 38a-91aa to 38a-91tt, inclusive. For purposes of this subdivision and section 38a-91bb, in the case of a special purpose financial captive insurance company formed (A) as a stock insurer, “organizational document” means such company's articles of incorporation and bylaws, and (B) as a limited liability company, “organizational document” means such company's articles of organization and operating agreement.
(3) A special purpose financial captive insurance company may reinsure the risks of a ceding insurer only. A special purpose financial captive insurance company may purchase, with the prior approval of the commissioner, reinsurance to cede the risks assumed under a reinsurance contract.
(4) A captive insurance company that is engaged in, or will be engaged in, an insurance securitization on or after July 1, 2012, shall be deemed to be a special purpose financial captive insurance company. The commissioner may require such captive insurance company to take any action that the commissioner determines is reasonably necessary to bring such company into compliance as a special purpose financial captive insurance company. The commissioner may issue an order as described in subparagraph (B) of subdivision (2) of subsection (e) of section 38a-91bb.
(e) No branch captive insurance company shall do any insurance business in this state unless it maintains a principal place of business for its branch operations in this state.
(f) A captive insurance company incorporated or organized in this state shall have not less than three incorporators or three organizers of whom at least one shall be a resident of this state.
(g) In the case of a captive insurance company:
(1) Formed as a corporation, before the articles of incorporation are transmitted to the Secretary of the State, the incorporators shall petition the Insurance Commissioner to issue a certificate setting forth the commissioner's finding that the establishment and maintenance of the proposed corporation will promote the general good of the state. In arriving at such a finding the commissioner shall consider:
(A) The character, reputation, financial standing and purposes of the incorporators;
(B) The character, reputation, financial responsibility, insurance experience and business qualifications of the officers and directors; and
(C) Such other aspects as the commissioner deems advisable.
(2) Formed as a reciprocal insurer, the organizers shall petition the commissioner to issue a certificate setting forth the commissioner's finding that the establishment and maintenance of the proposed association will promote the general good of the state. In arriving at such a finding the commissioner shall consider the items set forth in subdivision (1) of this subsection.
(3) Formed as a limited liability company, before the articles of organization are transmitted to the Secretary of the State, the organizers shall petition the commissioner to issue a certificate setting forth the commissioner's finding that the establishment and maintenance of the proposed company will promote the general good of the state. In arriving at such a finding, the commissioner shall consider the items set forth in subdivision (1) of this subsection.
(4) The articles of incorporation and certificate set forth in subdivisions (1) to (3), inclusive, of this subsection shall be transmitted to the Secretary of the State along with any fees required by the Secretary of the State, who shall record both the articles of incorporation and the certificate.
(h) In the case of a captive insurance company licensed as a branch captive insurance company, the alien captive insurance company or foreign captive insurance company shall petition the commissioner to issue a certificate setting forth the commissioner's finding that, after considering the character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors of the alien captive insurance company or foreign captive insurance company, the licensing and maintenance of the branch operations will promote the general good of the state. The alien captive insurance company or foreign captive insurance company may register to do business in this state after the commissioner's certificate is issued.
(i) The capital stock of a captive insurance company incorporated as a stock insurer may be authorized with no par value.
(j) In the case of a captive insurance company:
(1) Formed as a corporation, (A) at least one of the members of the board of directors shall be a resident of this state, and (B) the articles of incorporation or bylaws of such company may authorize a quorum of its board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors;
(2) Formed as a reciprocal insurer, (A) at least one of the members of the subscribers' advisory committee shall be a resident of this state, and (B) the subscribers' agreement or other organizing document of such company may authorize a quorum of its subscribers' advisory committee to consist of no fewer than one-third of the number of its members;
(3) Formed as a limited liability company, at least one of the managers shall be a resident of this state.
(k) Other than captive insurance companies formed as limited liability companies or as nonprofit corporations, captive insurance companies formed as corporations under the provisions of sections 38a-91aa to 38a-91tt, inclusive, shall have the privileges and be subject to the provisions of title 33 as well as the applicable provisions in sections 38a-91aa to 38a-91tt, inclusive. In the event of conflict between the provisions of title 33 and sections 38a-91aa to 38a-91tt, inclusive, the provisions of sections 38a-91aa to 38a-91tt, inclusive, shall control.
(l) Captive insurance companies formed under the provisions of sections 38a-91aa to 38a-91tt, inclusive:
(1) As limited liability companies shall have the privileges and be subject to the provisions of chapter 613 and applicable provisions in sections 38a-91aa to 38a-91tt, inclusive. In the event of a conflict between the provisions of chapter 613 and sections 38a-91aa to 38a-91tt, inclusive, the provisions of sections 38a-91aa to 38a-91tt, inclusive, shall control;
(2) As nonprofit corporations shall have the privileges and be subject to the applicable provisions of title 33 and applicable provisions in sections 38a-91aa to 38a-91tt, inclusive. In the event of conflict between the provisions of title 33 and sections 38a-91aa to 38a-91tt, inclusive, the provisions of sections 38a-91aa to 38a-91tt, inclusive, shall control; or
(3) As reciprocal insurers shall have the privileges and be subject to the provisions of sections 38a-91aa to 38a-91tt, inclusive. In the event of conflict between the provisions of the sections specified in section 38a-91oo and the provisions of sections 38a-91aa to 38a-91tt, inclusive, the provisions of sections 38a-91aa to 38a-91tt, inclusive, shall control.
(m) In the case of captive insurance companies formed as limited liability companies, reciprocal insurers or mutual corporations, any proxy appointed by a member, subscriber or policyholder, as applicable, shall be valid if such proxy is appointed and transmitted in accordance with the provisions of section 33-706.
(n) The provisions of this chapter pertaining to mergers, consolidations, conversions and transfers of domicile shall apply in determining the procedures to be followed by captive insurance companies in carrying out any of the transactions described in this chapter.
(o) Any pure captive insurance company, association captive insurance company, industrial insured captive insurance company, risk retention group, sponsored captive insurance company or special purposes financial captive insurance company that is organized pursuant to the laws of another state may become a domestic captive insurance company of the same type by complying with the requirements of sections 38a-91bb to 38a-91tt, inclusive, relating to the organization and licensing of such type of company and designating its principal place of business at a location in this state.
(P.A. 08-127, S. 6; P.A. 10-5, S. 5; Oct. Sp. Sess. P.A. 11-1, S. 60; P.A. 14-6, S. 2
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4; P.A. 22-118, S. 441.)
History: P.A. 08-127 effective January 1, 2009; P.A. 10-5 amended Subsec. (d) to delete former Subdiv. (1)(B) re transmittal of articles of incorporation, certificate and organization fee to Secretary of the State, make technical changes and add Subdiv. (4) re transmittal of articles of incorporation, certificate and fees to Secretary of the State, effective May 5, 2010; Oct. Sp. Sess. P.A. 11-1 redesignated existing Subsecs. (c) to (i) as Subsecs. (f), (g), (i), (j), (k), (l) and (n), added new Subsec. (c) re formation of a sponsored captive insurance company, added new Subsec. (d) re formation of a special purpose financial captive insurance company, added new Subsec. (e) re establishment of a branch captive insurance company, added new Subsec. (h) re issuance of a certificate to an alien captive insurance company, amended redesignated Subsec. (j) by adding Subdivs. (1)(B) and (2)(B) re quorum, amended redesignated Subsec. (l) by adding Subdiv. (3) re reciprocal insurers, added new Subsec. (m) re proxy for captive insurance companies formed as limited liability companies, reciprocal insurers or mutual corporations, deleted former Subsecs. (j), (k) and (l) re reciprocal insurers and quorum, and made conforming and technical changes, effective July 1, 2012 (Revisor's note: In Subsecs. (e) and (h), references to “branch captive” were changed editorially by the Revisors to “branch captive insurance company” for accuracy); P.A. 14-6 amended Subsec. (e) to delete provision re restriction on type of insurance or reinsurance branch captive insurance company may write and to make a technical change, amended Subsec. (n) to add reference to transfers of domicile and added Subsec. (o) re requirements for captive insurance company organized pursuant to laws of another state to become domestic captive insurance company of the same type; P.A. 22-118 amended Subsec. (h) to add references to foreign captive insurance company, effective July 1, 2022.