reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-3. Intended Effect of This Article

Sec. 3. (a) This article is intended to enable mutual insurance companies to seek additional capital more effectively to:
(1) enhance their financial strength and flexibility;
(2) support long term growth internally and through mergers and acquisitions; and
(3) expand and enhance the domestic insurance companies of this state.
(b) This article provides an alternative organizational structure to help strengthen the Indiana mutual insurance industry by permitting mutual insurance companies to:
(1) reorganize into a mutual insurance holding company structure; and
(2) raise capital through the sale of capital stock.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-5. "Acting in Concert"

Sec. 5. (a) Subject to subsection (b), "acting in concert" means:
(1) a knowing participation in a joint activity whether or not under an express agreement;
(2) interdependent conscious parallel action toward a common goal under an express agreement or otherwise; or
(3) a combination or pooling of voting interests or other interests in the securities of any person for a common purpose under any contract, understanding, relationship, agreement, or other arrangement, written or otherwise.
(b) An employee benefit plan is acting in concert with:
(1) its trustee; or
(2) a person who serves in a capacity similar to a trustee;
solely for the purpose of determining whether capital stock held by the trustee or the person in a similar capacity and capital stock held by the plan will be aggregated.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-6. "Adoption Date"

Sec. 6. "Adoption date" means, with respect to a plan, the date on which the board of directors approves a plan of reorganization or a plan to issue stock.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-7. "Affiliate"

Sec. 7. "Affiliate" means a person who, directly or indirectly:
(1) controls;
(2) is controlled by; or
(3) is under common control with;
another person.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-8. "Applicant"

Sec. 8. "Applicant" means, with respect to a plan, a person that has submitted a plan to the commissioner under this article.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-9. "Associate"

Sec. 9. (a) Subject to subsection (b), "associate" means any of the following:
(1) With respect to a particular person, corporation, business entity, or other organization (other than the applicant or an affiliate of the applicant) for which the person is:
(A) an officer;
(B) a partner; or
(C) directly or indirectly the beneficial owner of at least ten percent (10%) of any class of equity securities.
(2) With respect to an individual who is a director or an officer of the applicant or of any of the applicant's affiliates, a:
(A) spouse; or
(B) member of the immediate family sharing the same household.
(3) With respect to a particular person, a trust or other estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar fiduciary capacity.
(b) The term does not apply to a person that:
(1) has a beneficial interest in; or
(2) serves as a trustee or in a similar fiduciary capacity for;
an employee benefit plan.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-11. "Company"

Sec. 11. "Company" means any of the following:
(1) A mutual insurance company.
(2) A mutual insurance holding company.
(3) An intermediate stock holding company.
(4) A reorganized insurer.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-12. "Effective Date"

Sec. 12. "Effective date" means, with respect to a plan, the date on which the plan becomes effective under this article.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-13. "Eligible Member"

Sec. 13. "Eligible member" means, with respect to a plan, a person who is a member of a mutual insurance company or mutual insurance holding company, as applicable, on the adoption date of a plan and:
(1) solely for purposes of receipt of notice of and voting at a meeting of members on a plan of reorganization, continues to be a member of the mutual insurance company on the record date for the meeting of members; or
(2) solely for purposes of eligibility to receive stock subscription rights, if any, under a plan to issue stock, continues to be a member of the mutual insurance company or mutual insurance holding company, as applicable, on the date the commissioner approves the plan to issue stock.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-14. "Employee Benefit Plan"

Sec. 14. "Employee benefit plan" means an employee benefit plan established by a mutual insurance holding company or by one (1) or more of the subsidiaries of a mutual insurance holding company for the sole benefit of its:
(1) employees; or
(2) sales agents.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-16. "Immediate Family"

Sec. 16. "Immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law, or sister-in-law. The term includes adoptive relationships.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-17. "Intermediate Stock Holding Company"

Sec. 17. "Intermediate stock holding company" means an entity, other than a reorganized insurer and its subsidiaries, that:
(1) is owned entirely or in part, directly or indirectly, by a mutual insurance holding company; and
(2) directly or indirectly owns all or part of the capital stock of a reorganized insurer.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-18. "Member"

Sec. 18. "Member" means a person that, according to the:
(1) records; and
(2) articles of incorporation and bylaws;
of a mutual insurance company or mutual insurance holding company, as applicable, is a member or policyholder of the mutual insurance company or mutual insurance holding company, as applicable, with voting rights.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-19. "Member's Interest"

Sec. 19. "Member's interest" means:
(1) the voting rights of a member provided by the mutual insurance company's or the mutual insurance holding company's articles of incorporation or bylaws; and
(2) the right to receive cash, stock, or other consideration in the event of a liquidation or dissolution under IC 27-1-10, conversion to a stock company under IC 27-15, or as provided by the mutual insurance company's or mutual insurance holding company's articles of incorporation or bylaws.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-20. "Mutual Insurance Company"

Sec. 20. "Mutual insurance company" means a mutual insurer that is:
(1) submitting; or
(2) subject to;
a plan of reorganization or plan to issue stock under this article.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-21. "Mutual Insurance Holding Company"

Sec. 21. "Mutual insurance holding company" means a mutual insurance holding company established under IC 27-14.5-2.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-23. "Person"

Sec. 23. "Person" means any of the following:
(1) An individual.
(2) A group of individuals acting in concert.
(3) A trust.
(4) An association.
(5) A partnership.
(6) A limited liability company.
(7) A corporation.
(8) A joint venture.
(9) A government or governmental subdivision, agency, or instrumentality.
(10) Any entity.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-26. "Plan to Issue Stock"

Sec. 26. "Plan to issue stock" means a plan to issue shares of stock of an intermediate stock holding company or a reorganized insurer adopted under IC 27-14.5-3.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-27. "Policy"

Sec. 27. "Policy" means a contract providing one (1) or more of the kinds of insurance described in IC 27-1-5-1.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-28. "Reorganized Insurer"

Sec. 28. "Reorganized insurer" means an entity:
(1) that is a domestic stock insurance company that is owned entirely or in part by a mutual insurance holding company or an intermediate stock holding company; and
(2) the members of which:
(A) may be; or
(B) are entitled to become;
members of the mutual insurance holding company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-29. "Subsidiary"

Sec. 29. "Subsidiary" means, with respect to a particular person, an affiliate of the person that is controlled by the person, either:
(1) directly; or
(2) indirectly through one (1) or more intermediaries.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 1. General Provisions and Definitions › 27-14.5-1-30. "Voting Capital Stock"

Sec. 30. "Voting capital stock" means capital stock whose holder has the right to vote in the election of directors of the entity issuing the stock.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-1. Conditions for Reorganization of a Mutual Insurance Company; Resulting Subsidiaries

Sec. 1. (a) A mutual insurance company may reorganize under this chapter as a mutual insurance holding company with one (1) or more subsidiaries if the following occur:
(1) The adoption of a plan of reorganization by the mutual insurance company's board of directors in accordance with section 4 of this chapter.
(2) The approval by the commissioner of the mutual insurance company's application for reorganization.
(3) The favorable vote of the mutual insurance company's members under sections 8 through 12 of this chapter.
(b) The subsidiaries of a mutual insurance holding company that result from a reorganization of a mutual insurance company under this chapter:
(1) must include at least one (1) stock insurance company subsidiary; and
(2) may include one (1) or more intermediate stock holding companies.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-2. Different Means of Reorganizing Into a Mutual Insurance Holding Company

Sec. 2. The reorganization of a mutual insurance company or two (2) or more mutual insurance companies into a mutual insurance holding company structure under this chapter may be accomplished by any means approved by the commissioner, including the following:
(1) The establishment of at least one (1) company.
(2) The amendment or restatement of the articles and bylaws of any company.
(3) The transfer or acquisition of any or all of the assets and liabilities of any company.
(4) The transfer or acquisition of any or all of the capital stock of any company.
(5) The merger of two (2) or more companies.
(6) The merger of a mutual insurance company's members into any existing mutual insurance holding company with continued corporate existence of the reorganized mutual insurance company as a reorganized insurer.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-3. Mutual Insurance Holding Company Must Have Voting Power

Sec. 3. After the effective date of the reorganization of a mutual insurance company as a mutual insurance holding company under this chapter, the mutual insurance holding company must at all times have the direct or indirect power to cast at least a majority of the votes for the election of the members of the board of directors of:
(1) each stock insurance company subsidiary; and
(2) any intermediate stock holding company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-4. Required Vote of Board of Directors in Favor of Plan of Reorganization

Sec. 4. A plan of reorganization under this chapter must be adopted by:
(1) a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company; or
(2) in the case of the formation of any intermediate stock insurance holding company that is not concurrent with the formation of the mutual insurance holding company, by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance holding company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-5. Filing of Application With Insurance Commissioner

Sec. 5. Not later than ninety (90) days after the adoption of a plan of reorganization and before a vote on the plan by the members, the company adopting the plan of reorganization must file with the commissioner an application containing the following:
(1) A plan of reorganization.
(2) The form of the notice, proxy statement, and the proxy form to be used in providing notice of the plan of reorganization and soliciting the votes of members under section 11 of this chapter.
(3) A list of the officers and directors of each company that is affected by the plan of reorganization.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-7. Amendment or Termination of Plan of Reorganization

Sec. 7. A plan of reorganization that is adopted by the board of directors of the applicant may be amended or terminated by a vote of not less than two-thirds (2/3) of the members of the board of directors of the applicant:
(1) in response to the comments or recommendations of the commissioner, or any other state or federal agency or entity, before any solicitation of proxies from the members to vote on the plan of reorganization;
(2) at any time before the members vote on the plan of reorganization; or
(3) otherwise, at any time, with the consent of the commissioner.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-8. Submission of Plan of Reorganization to Members

Sec. 8. (a) A plan of reorganization must be submitted for approval by the members at a special or annual meeting of members held in accordance with IC 27-1-7-7.
(b) The meeting of members under subsection (a) must be held after the commissioner has approved the plan under IC 27-14.5-4.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-9. Member Voting on Plan of Reorganization

Sec. 9. In accordance with IC 27-1-7-9, a member:
(1) may vote in person or by proxy; and
(2) is entitled to cast only one (1) vote on the proposed plan of reorganization, regardless of the number of policies or the amount of insurance that the member may have with the applicant or any affiliate of the applicant.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-10. Notice of Meeting to All Members

Sec. 10. All members, in accordance with IC 27-1-7-7, must be provided with notice of the meeting at which the plan of reorganization will be submitted for approval by the members in the manner outlined in the plan of reorganization approved by the commissioner.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-11. Required Contents of Proxy Solicitation

Sec. 11. A person soliciting a proxy from a member shall provide all members with a proxy statement that:
(1) identifies the person soliciting the proxy;
(2) informs the member of the right to vote upon the plan of reorganization and the vote required for approval;
(3) briefly describes the proposed plan of reorganization and any voting capital stock to be offered;
(4) explains the use of any new capital to be raised; and
(5) describes any employee benefit plan or stock option plan.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-12. Required Vote of Members in Favor of Plan of Reorganization

Sec. 12. A plan of reorganization is approved under this chapter upon the affirmative vote of at least a majority of the votes cast by eligible members either in person or by proxy.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-13. Filing Minutes of Meeting at Which Plan of Reorganization Is Approved

Sec. 13. Not later than thirty (30) days after the members have approved a plan of reorganization under this chapter, the applicant must file with the commissioner the minutes of the meeting at which the plan of reorganization was approved.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-14. Transfer of Rights, Liabilities, and Authority to Reorganized Insurer

Sec. 14. The reorganized insurer to which insurance policies, contracts, and other assets and obligations are transferred in connection with a plan of reorganization under this chapter has, with respect to the insurance policies, contracts, and other assets and obligations, all rights, liabilities, and authority of the mutual insurance company that is subject to the plan of reorganization.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-15. Proceeding Pending Against Mutual Insurance Company

Sec. 15. If a proceeding is pending against a mutual insurance company that is the subject of a plan of reorganization under this chapter:
(1) the proceeding may be continued against the reorganized insurer under its former name after the effective date of the reorganization, as if the reorganization had not occurred; or
(2) the reorganized insurer that succeeds to the mutual insurance company's business may be substituted in the proceeding for the mutual insurance company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 2. Mutual Insurance Company Reorganization › 27-14.5-2-16. Reorganized Insurer May Retain Name

Sec. 16. The reorganized insurer, at its discretion, may retain the name the reorganized insurer had prior to its reorganization into a mutual insurance holding company structure.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-1. Issuance of Stock by Reorganized Insurer or Intermediate Stock Holding Company

Sec. 1. (a) Subject to subsection (c), a reorganized insurer may issue shares of any class or type of stock permitted under this title.
(b) Subject to subsection (c), an intermediate stock holding company may issue any class or type of stock permitted by the law under which the intermediate stock holding company is organized.
(c) A reorganized insurer and an intermediate stock holding company may issue shares of stock to a person or entity other than:
(1) the mutual insurance holding company of which it is a subsidiary; or
(2) an intermediate stock holding company that is a subsidiary of the mutual insurance holding company referred to in subdivision (1);
only in compliance with this chapter.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-2. Required Vote of Board of Directors in Favor of Issuing Stock

Sec. 2. A plan to issue stock under this chapter must be adopted:
(1) by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company; or
(2) in the case of a plan to issue shares of stock that is not concurrent with the formation of the mutual insurance holding company, by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance holding company and the reorganized insurer or intermediate stock holding company proposing to issue the stock.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-3. Amendment or Withdrawal of Plan to Issue Stock

Sec. 3. A board of directors that adopts a plan to issue stock under this chapter may amend or withdraw the plan at any time before the effective date by a vote of not less than two-thirds (2/3) of the members of the board of directors. However, after the commissioner has approved a plan to issue stock, the plan may not be amended unless the commissioner approves the amendment.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-4. Filing of Application With Insurance Commissioner After Adoption of Plan to Issue Stock

Sec. 4. Not later than ninety (90) days after the adoption of a plan to issue stock, the reorganized insurer or intermediate stock holding company adopting the plan must file with the commissioner an application that contains the following:
(1) A proposed plan to issue stock.
(2) The form of notice to be sent to members informing members of the member's right to vote on the plan.
(3) The form of the proxy statement to be used to solicit the votes of members, which must include a description of the plan.
(4) The form of proxy to be solicited from members.
(5) If it is necessary to amend the current articles of incorporation or bylaws of a company that is affected by the plan, a copy of the proposed articles of amendment and amended bylaws of the company, which must comply with the requirements of IC 27-1-8.
(6) A list of the officers and directors of each company that is affected by the plan.
(7) A description of the following:
(A) The stock intended to be offered by the applicant.
(B) All shareholder rights applicable to the stock intended to be offered by the applicant.
(C) The total number of shares authorized to be issued.
(D) The estimated number of shares the applicant intends to offer.
(E) The intended date or range of dates for the offering.
(8) A list of the following:
(A) The name or names of any underwriter, syndicate member, or placement agent involved.
(B) If known by the applicant, the name or names of each person or group of persons who will control five percent (5%) or more of the total outstanding shares of the class of stock to be offered.
(C) If any of the persons listed under clause (A) or (B) is a corporation or other business entity, the name of each member of its board of directors or equivalent management body.
(9) Copies of any filings that have been made, if applicable, with the United States Securities and Exchange Commission.
(10) A description of all expenses expected to be incurred in connection with the plan to issue stock.
(11) Any other information requested by the commissioner.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-5. Requirements for Plan to Issue Stock

Sec. 5. A plan to issue stock that is filed with the commissioner under this chapter must do the following:
(1) Describe the reasons for and the purposes of the proposed issuance of shares of stock.
(2) Require that, after the effective date, the mutual insurance holding company must at all times have the direct or indirect power to cast at least a majority of the votes for the election of the members of the board of directors of the reorganized insurer and any intermediate stock holding company.
(3) Provide that the aggregate total number of shares of stock that may be purchased by the directors and officers of the mutual insurance holding company and its subsidiaries and associates may not exceed thirty percent (30%) of the total number of shares of stock to be issued, not including any shares attributed to the officers and directors and their associates but held by one (1) or more tax-qualified employee benefit plans.
(4) Provide that the aggregate total number of shares of stock that may be purchased by:
(A) a single director or officer of the mutual insurance holding company or the subsidiaries of the mutual insurance holding company;
(B) associates of a person referred to in clause (A); and
(C) persons acting in concert with a person referred to in clause (A) or (B);
may not exceed five percent (5%) of the total number of shares to be issued under the plan, not including any shares attributed to the officers and directors and their associates but held by one (1) or more tax-qualified employee benefit plans.
(5) Provide that a director, officer, agent, or employee of the mutual insurance holding company or its subsidiaries, or an associate of a director, officer, agent, or employee may not receive any fee, commission, or other valuable consideration for aiding, promoting, or assisting in the issuance of stock under this section, except for:
(A) compensation as provided for in the plan and approved by the commissioner;
(B) the person's usual, regular salary or compensation; and
(C) reasonable fees and compensation paid to an individual who is an attorney, accountant, or actuary for services performed in the individual's independent practice, even if the individual is also a director, officer, agent, or employee of the mutual insurance holding company or its subsidiaries.
(6) Describe:
(A) how the offering price of the stock to be sold was established; or
(B) the method by which the offering price will be determined.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-7. Alternative Procedure for Offer and Sale of Capital Stock

Sec. 7. A reorganized insurer or intermediate stock holding company may offer and sell voting capital stock without complying with sections 2 through 6 of this chapter if the board of directors of the reorganized insurer or intermediate stock holding company approves the offer and sale and each of the following conditions are satisfied:
(1) The offer is not the first offering of voting capital stock by the reorganized insurer or intermediate stock holding company to a person or persons other than a mutual insurance holding company or intermediate stock holding company.
(2) The stock that is to be offered and sold is:
(A) listed or approved for listing upon notice of issuance on the New York Stock Exchange, the Nasdaq Stock Market, LLC, or any other exchange approved and designated by the commissioner; or
(B) of senior rank or substantially equal rank to stock of the same issuer that is listed or designated under clause (A).
(3) The reorganized insurer or intermediate stock holding company intending to make the offering delivers to the commissioner, at least thirty (30) days before commencing the offering, a notice containing the following information:
(A) The name of the entity intending to make the offering and the affiliated mutual insurance holding company.
(B) The total number and type of shares that are intended to be offered.
(C) The intended date of the sale and whether the sale will be by an underwritten public offering, a private offering, or otherwise.
(D) The exchanges on which the shares (or shares of junior or substantially equal rank) are listed, or the national market systems on which the shares are designated (demonstrating compliance with subdivision (2)), together with the symbols under which the shares are traded.
(E) A record of the trading price and trading volume of the previously issued voting capital stock shares during the immediately preceding fifty-two (52) weeks or shorter period of time if trading for a shorter period of time.
(4) The commissioner does not issue a written objection to the offering and sale of voting capital stock under this section without compliance with sections 2 through 6 of this chapter within twenty (20) days after the commissioner receives the notice filed under subdivision (3).
(5) The offer and sale of stock is completed not more than one hundred eighty (180) days after the commissioner receives the notice filed under subdivision (3), except as otherwise provided by order of the commissioner.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-8. Prohibitions Concerning Stock

Sec. 8. A mutual insurance holding company and its subsidiaries and affiliates may not do any of the following:
(1) Lend funds to any person to finance the purchase of stock in a stock offering by a mutual insurance holding company or any of its subsidiaries.
(2) Pay commissions, "special fees", or other special or extraordinary compensation to officers, directors, interested persons, or affiliates for arranging, promoting, aiding, assisting, or participating in the structure or placement of a stock offering by the mutual insurance holding company or any of its subsidiaries, except to the extent permitted under section 5(5) of this chapter.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 3. Issuance of Capital Stock › 27-14.5-3-9. Dividend Practices of Reorganized Insurer

Sec. 9. (a) This section does not apply to the payment of dividends, savings, or unabsorbed premium deposits allowed or returned as set forth in IC 27-7-2-37.5 or other similar programs permitted or filed in other states.
(b) The reorganized insurer must obtain approval by the commissioner of the dividend practices with respect to participating policies and contracts in force as of the effective date of the reorganization to be followed by the reorganized insurer as set forth in IC 27-14.5-2-6(4) if the dividend practices of the reorganized insurer will be different from the dividend practices of the mutual insurance company.
(c) The commissioner may require the establishment of a closed block or other mechanism that the commissioner finds to be fair for the protection of mutual insurance company policyholder dividends.
(d) The dividend practices of the reorganized insurer, the requirement to establish a closed block or other mechanism, if any, or the terms of the closed block, may be modified after approval under subsection (b) or subsequent to a reorganization under IC 27-14.5-2 only with the prior approval of the commissioner on application of the reorganized insurer.
(e) Neither an intermediate stock holding company nor a reorganized insurer may pay dividends or make other distributions with respect to its stock or its shareholders if the reorganized insurer has failed to pay policyholder dividends in compliance with the dividend practices approved by the commissioner in accordance with this section.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-1. Insurance Commissioner Approval of Plan of Reorganization

Sec. 1. Not more than sixty (60) days after the filing of a plan of reorganization that:
(1) is complete; and
(2) does not include a plan to issue stock;
the commissioner shall approve the plan without holding a hearing unless the commissioner concludes that one (1) or more of the findings listed in section 6 of this chapter is likely to be made.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-2. Public Hearing or Opportunity for Public Comment on Plan of Reorganization

Sec. 2. Not more than sixty (60) days after:
(1) the filing of a plan of reorganization that:
(A) is complete; and
(B) includes a plan to issue stock; or
(2) the filing of an application with respect to a plan to issue stock that is:
(A) complete; and
(B) filed sometime after the consummation of an approved plan of reorganization;
the commissioner may, if deemed necessary because the commissioner believes that one (1) or more of the findings listed in section 6 of this chapter may be made, conduct a public hearing or allow public comment for a period of not more than sixty (60) days to afford interested persons an opportunity to present information, views, arguments, or comments in regard to the proposed plan.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-3. Written Notice of Public Hearing or Public Comment Period

Sec. 3. (a) If the commissioner deems that a public hearing or public comment period is necessary, the commissioner shall provide written notice of a hearing or comment period held under this chapter at least thirty (30) days before the hearing or sixty (60) days before the end of the comment period by publication in:
(1) a newspaper of general circulation in the city of Indianapolis;
(2) a newspaper of general circulation in the city in which the principal office of the applicant is located; and
(3) a newspaper of general circulation in any other city or cities that the commissioner deems appropriate.
The commissioner may provide written notice of the hearing or comment period by other means and to persons that the commissioner deems appropriate.
(b) The notice provided under this section must:
(1) refer to the applicable statutory provisions;
(2) state the:
(A) date, time, and location of the hearing; or
(B) means by which comments may be submitted; and
(3) include a brief statement of the subject of the hearing or comment period.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-4. Public Hearing

Sec. 4. At a hearing held under this chapter:
(1) any interested person may appear;
(2) any interested person may:
(A) file a written statement; or
(B) make an oral presentation; and
(3) at the discretion of the commissioner or the commissioner's appointee, testimony may be taken under oath or by affirmation.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-5. Deadline for Insurance Commissioner Decision on Plan of Reorganization

Sec. 5. The commissioner shall approve or disapprove any plan submitted under this article on or before the later of:
(1) thirty (30) days after a hearing or comment period held under this chapter; or
(2) thirty (30) days after the commissioner accepts the application relating to the plan.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-6. Insurance Commissioner Findings Upon Which Plan of Reorganization May Be Disapproved

Sec. 6. The commissioner shall approve a plan submitted under this article unless the commissioner makes at least one (1) of the following findings with respect to the plan:
(1) Disapproval of the plan is necessary to prevent practices that will cause material financial impairment to the applicant or its subsidiaries.
(2) The financial position or management resources and capabilities of the applicant or its subsidiaries or affiliates warrant disapproval.
(3) The plan does not comply with this article.
(4) The proposed plan would not be fair and equitable to the members.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-7. Insurance Commissioner to Inform Applicant of Decision on Plan of Reorganization

Sec. 7. (a) The commissioner shall transmit to the applicant any order approving or disapproving a plan submitted under this article.
(b) If the commissioner disapproves a plan, the commissioner shall provide the applicant with a written statement detailing:
(1) the reasons for; and
(2) all findings in connection with;
the disapproval.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-8. Expiration of Approval

Sec. 8. The approval by the commissioner of a plan to issue stock expires one hundred eighty (180) days after the date of approval, except as otherwise provided by an order of the commissioner.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-9. Compliance With Law on Formation of Domestic Insurance Companies

Sec. 9. Except as otherwise provided in this article, the organization of a mutual insurance holding company under a plan under this article must be conducted in compliance with the provisions of IC 27-1-6 concerning the formation of domestic insurance companies.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-10. Amendment of Articles of Incorporation Under Plan of Reorganization

Sec. 10. (a) Except as otherwise provided in this article and subject to subsection (b), the amendment of the articles of incorporation of a mutual insurance company under a plan under this article must be conducted in compliance with IC 27-1-8.
(b) The commissioner, the attorney general, and the secretary of state shall:
(1) examine; and
(2) if warranted, approve;
the proposed articles of amendment before the amended articles are submitted to the members for approval.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-11. Prerequisites to Issuance of Permit and Certificate of Authority

Sec. 11. (a) Before the commissioner issues a permit for completion of organization of the mutual insurance holding company and a certificate of authority for the reorganized insurer under subsection (b), the commissioner must:
(1) issue notice to the applicant that the commissioner has approved the plan of reorganization of the applicant under this article; and
(2) receive the minutes of the meeting of the members at which the plan was approved under this article.
(b) After the events referred to in subsection (a), the commissioner shall issue:
(1) a permit for completion of organization of the mutual insurance holding company as provided in IC 27-1-6-11; and
(2) a certificate of authority for the reorganized insurer as provided in IC 27-1-8-9.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-12. When Plan of Reorganization or Plan to Issue Stock Is Effective

Sec. 12. (a) A plan of reorganization is effective when:
(1) the commissioner has issued the permit for completion of organization of the mutual insurance holding company; and
(2) the certificate of authority for the reorganized insurer has been:
(A) issued by the commissioner under this chapter; and
(B) recorded in the office of the county recorder of the county in which the principal office of the reorganized insurer is located.
(b) A plan to issue stock is effective on the date on which the stock is issued in compliance with this article.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan › 27-14.5-4-13. Insurance Commissioner Authority to Hire Experts in Reviewing Application

Sec. 13. The commissioner may, at the applicant's expense, hire attorneys, actuaries, accountants, investment bankers, and other experts as may be reasonably necessary to assist the commissioner in reviewing an application.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-1. Mutual Insurance Holding Company Is Subject to Rules

Sec. 1. A mutual insurance holding company organized under this article is subject to any rules adopted by the commissioner under IC 4-22-2.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-2. Contents of Mutual Insurance Holding Company's Articles of Incorporation

Sec. 2. The articles of incorporation of a mutual insurance holding company must contain the following or provisions at least substantially equivalent to the following:
(1) The name of the mutual insurance holding company, which must include the term "mutual" or the abbreviation "MHC".
(2) A provision specifying that one (1) purpose of the mutual insurance holding company is, at all times, to have the direct or indirect power to cast at least a majority of the votes for the election of directors of each stock insurance company subsidiary and any intermediate stock holding company.
(3) A provision specifying that the mutual insurance holding company does not have the power to engage in the business of issuing insurance policies or contracts, except through a stock insurance company subsidiary.
(4) A provision specifying that the mutual insurance holding company is not authorized to issue voting stock.
(5) A provision setting forth any rights of members of the mutual insurance holding company in the equity of the mutual insurance holding company upon dissolution or liquidation.
(6) A provision specifying that:
(A) a member of the mutual insurance holding company is not, as a member, personally liable for the acts, debts, liabilities, or obligations of the mutual insurance holding company; and
(B) no assessment of any kind may be imposed upon the members of the mutual insurance holding company by any person, including:
(i) the board of directors, members, or creditors of the mutual insurance holding company; and
(ii) any governmental office or official, including the commissioner;
because of any liability of any company or because of any act, debt, or liability of the mutual insurance holding company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-3. Rights and Obligations of Mutual Insurance Holding Company Members

Sec. 3. The members of a mutual insurance holding company have the rights and obligations specified in:
(1) this article; and
(2) the articles of incorporation and bylaws of the mutual insurance holding company.
As added by P.L.226-2023, SEC.30.