2023 Illinois Compiled Statutes › Chapter 215 - INSURANCE › 215 ILCS 5/ - Illinois Insurance Code. › Article XII - Domestication Of Foreign And Alien Companies

(215 ILCS 5/Art. XII heading)
ARTICLE XII.  
		DOMESTICATION OF
FOREIGN AND ALIEN COMPANIES
(215 ILCS 5/180) (from Ch. 73, par. 792)
Sec. 180. 
		Companies that may domesticate.
(1) Any domestic, foreign, or alien stock company, mutual company,
assessment legal reserve company, reciprocal, or fraternal benefit
society, authorized or which may be authorized to do business in this
State, may reorganize under the laws of this State (including a
reorganization as a captive insurance company under the laws of this
State), by complying with the provisions of this Article.
(2) As used in this Article: "reorganize" means reorganize, reincorporate,
or domesticate as an Illinois insurer; "reorganization" means reorganization,
reincorporation, or domestication as an Illinois insurer; "reorganized company"
means any company that has availed itself of the provisions of this Article,
and the reorganization of which has been effected as in this Article provided;
and "similar domestic company" means, in the case of an application for
reorganization as a domestic captive insurance company, a domestic captive
insurance company organized under Article VIIC.
(Source: P.A. 87-1216.)
(215 ILCS 5/181) (from Ch. 73, par. 793)
Sec. 181. 
		Articles of reorganization. 
		(1) The board of directors, trustees or other governing body of any such
company desiring to reorganize under this Article shall comply with all
laws and requirements of its domiciliary state or country with reference to
reorganization under the laws of another state or country.
(2) Such board of directors, trustees or other governing body shall
adopt a resolution approving articles of reorganization setting forth:
(a) the name of the company; and if the name of the company upon
reorganization is to be changed, the proposed name of the reorganized
company;
(b) the title of the act under which it was organized or incorporated;
(c) the matters required to be set forth in original articles of
incorporation of a similar domestic company;
(d) that it shall be bound by all the terms and provisions of this Code,
applicable to similar domestic companies organized or incorporated
thereunder; and
(e) such other particulars as are deemed necessary or advisable.
(Source: P.A. 86-632; 86-634; 86-1028.)
(215 ILCS 5/182) (from Ch. 73, par. 794)
Sec. 182. 
		
		Execution
of articles.
The articles of reorganization shall be executed in duplicate by the
president or vice-president, and secretary or assistant secretary of the
company, or the executive officers corresponding thereto, and shall be
acknowledged and sworn to.
(Source: Laws 1937, p. 696.)
(215 ILCS 5/183) (from Ch. 73, par. 795)
Sec. 183. 
		Certificate of Reorganization - Date Reorganization Effected. 
		(1) Upon the execution of the articles of reorganization there shall be
delivered to the Director
(a) two duplicate originals of the articles;
(b) a copy of the resolution of the board of directors, trustees or
other governing body, adopting said articles, duly certified by the
secretary of the company or officer corresponding thereto;
(c) information satisfactory to the Director that the company has
complied with all the laws
and requirements of the domiciliary state or country with
reference to the proposed reorganization and the protection of
policyholders; and
(d) securities of the kind and amount, if any, required as a deposit of
a similar domestic company doing the same kind or kinds of business
proposed to be done by the reorganized company.
(2) If the Director finds that the articles of reorganization are in
accordance with the provisions of this Article, and that the company has
complied with all provisions of this Code applicable to similar domestic
companies, he shall approve the articles of reorganization and shall forthwith file
one of the duplicate originals of the articles, together with the
resolution and certificate of reorganization and certificate of
authority, in his office, endorse upon the other duplicate
original, his approval thereof, and deliver it together with a certificate
of reorganization and a certificate of authority to the reorganized
company. Upon such filing, the reorganization of the company shall be effected.
(Source: P.A. 85-131.)
(215 ILCS 5/184) (from Ch. 73, par. 796)
Sec. 184. 
		Recording Articles of Reorganization. 
		The articles of reorganization, approved by the Director and returned to
the reorganized company, shall be recorded in the office of the recorder
in the county where the principal office of the reorganized company
is to be located.
(Source: P.A. 85-131.)
(215 ILCS 5/185) (from Ch. 73, par. 797)
Sec. 185. 
		
		Board of
directors, trustees, etc. to continue.
The directors, trustees, or members of any other governing body of the
company so reorganized, shall become the directors, trustees or members of
the governing body of the reorganized company and shall hold office until
their successors are elected or chosen in the manner provided therefor by
the articles of reorganization.
(Source: Laws 1937, p. 696.)
(215 ILCS 5/185.1) (from Ch. 73, par. 797.1)
Sec. 185.1. 
		Effect of Reorganization.
When the reorganization has been effected:
(a) The articles of reorganization shall be the articles of
incorporation of the reorganized company and said company shall continue
in existence as, and thereafter
be, a company of this State.
(b) The reorganized company shall make its reports in accordance with
the laws of this State and shall be subject to the exclusive regulation and
supervision by the Department of Insurance of this State and shall be subject
to regulation
and supervision by the Insurance Departments of other states and countries
as a foreign or alien company.
(c) The reorganized company shall have all of the rights, privileges,
immunities and powers and shall be subject to all of the duties and
liabilities granted or imposed by this Code
(except in the case of a domestic captive insurance company, which
shall have all of the rights, privileges, immunities and powers and shall
be subject to all of the duties and liabilities granted or imposed by
Article VIIC of this Code).
(d) The reorganized company shall thereupon and thereafter possess all
the rights, privileges, immunities, powers and franchises of a public as
well as a private nature, theretofore possessed by the company so
reorganized. Without limiting the generality of the foregoing, (i) the
agency appointments, licenses, certificates of authority and rates which
are in existence at the time of the reorganization of such reorganized
company takes effect shall continue in full force and effect;
(ii) all property, real, personal and mixed, and all debts due
on whatever account, including subscriptions to shares, assessments payable
from members or policyholders, and all other choses in action, and all and
every other interest of, or belonging to or due to the company so
reorganized, shall be deemed to be transferred to and vested in the
reorganized company without further act or deed; and (iii) the title to any
real estate or any interest therein theretofore vested in the company so
reorganized, shall not revert or be in any way impaired by reason of such
reorganization.
(e) The reorganized company shall thenceforth be responsible and liable
for all the liabilities and obligations of the company so reorganized. Any
claim existing, or action or proceeding pending by or against the company
so reorganized, may be prosecuted to judgment as if such reorganization had
not taken place, or such reorganized company may be substituted in its
place. Neither the rights of creditors nor any liens upon the property of
the company so reorganized, shall be impaired by such reorganization, but
such liens shall be limited to the property upon which they were liens
immediately prior to the reorganization, unless otherwise provided in the
articles of reorganization.
(Source: P.A. 85-131.)
(215 ILCS 5/185.2) (from Ch. 73, par. 797.2)
Sec. 185.2. 
		Conversion to Foreign Insurer. 
		Any domestic insurer may,
upon the approval of the Director, transfer its domicile to any other state
in which it is admitted to transact the business of insurance, and upon
such a transfer shall cease to be a domestic insurer.  The Director shall
approve any such proposed transfer unless he shall determine such transfer
is not in the interest of the policyholders of this State.
(Source: P.A. 85-131.)