2023 Illinois Compiled Statutes › Chapter 215 - INSURANCE › 215 ILCS 5/ - Illinois Insurance Code. › Article XLVII - Insurance Business Transfers

(215 ILCS 5/Art. XLVII heading)
(This Section may contain text from a Public Act with a delayed effective date)
ARTICLE XLVII.  INSURANCE BUSINESS TRANSFERS
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1701)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1701. Short title. This Article may be cited as the Insurance Business Transfer Law.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1703)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1703. Purpose and intent. The purpose of this Article is to provide a mechanism for insurers to transfer or
assume blocks of insurance business in an efficient and
cost-effective manner that provides needed legal finality for
such transfers in order to provide for improved operational
and capital efficiency for insurance companies, while protecting the interests of the policyholders, reinsurers, and claimants of the subject business.  This new process is intended to  stimulate the
economy by attracting segments of the insurance industry to this State, make this State an attractive home jurisdiction
for insurance companies, encourage economic growth and
increased investment in the financial services sector, and
increase the availability of quality insurance industry jobs
in this State. These purposes are accomplished by providing a
basis and procedures for the transfer and statutory novation
of policies from a transferring insurer to an assuming insurer
by way of an insurance business transfer without the
affirmative consent of policyholders or reinsureds, but with consideration of their interests. This Article
establishes the requirements for notice and disclosure and standards and procedures for the approval of the transfer and
novation by a court pursuant to an insurance
business transfer plan. This Article does not limit or restrict
other means of effecting a transfer or novation.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1705)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1705. Definitions. As used in this Article:
"Affiliate" means a person that directly or indirectly,
through one or more intermediaries, controls, is controlled
by, or is under common control with the person specified.
"Applicant" means a transferring insurer or reinsurer applying under this Article.
"Assuming insurer" means an insurer domiciled in Illinois and authorized to transact the type of business described in clause (c) of Class 1, clauses (b) through (l) of Class 2, or Class 3 of Section 4 that
seeks to assume policies from a
transferring insurer pursuant to this Article.
"Court" means the circuit court of Sangamon County or Cook County.
"Department" means the Department of Insurance.
"Director" means the Director of Insurance.
"Implementation order" means an order issued by a court
under this Article.
"Insurance business transfer" means a transfer and
novation that, once approved pursuant to this Article, transfers
insurance obligations or risks, or both, of existing or
in-force contracts of insurance or reinsurance from a
transferring insurer to an assuming insurer, and effects a
novation of the transferred contracts of insurance or
reinsurance with the result that the assuming insurer becomes
directly liable to the policyholders of the transferring
insurer and the transferring insurer's insurance obligations
or risks, or both, under the contracts are extinguished.
"Insurance business transfer plan" means the plan
submitted to the Department to accomplish the transfer and
novation pursuant to an insurance business transfer, including
any associated transfer of assets and rights from or on behalf
of the transferring insurer to the assuming insurer. An "insurance business transfer plan" is limited to the types of insurance described in clause (c) of Class 1, clauses (b) through (l) of Class 2, or Class 3 of Section 4.
"Independent expert" means the impartial person procured to assist the Director and the court in connection with their review of a proposed transaction. The independent expert shall:
(i) have no current or past, direct or indirect,     financial interest in either the assuming insurer or transferring insurer or any of their respective affiliates,
(ii) have not been employed by or acted as an     officer, director, consultant, or other independent contractor for either the assuming insurer or transferring insurer or any of their respective affiliates within the past 12 months,
(iii) not currently be appointed by the Director to     assist in any capacity in any proceeding initiated under Article XIII, and
(iv) receive no compensation in connection with the     transaction governed by this Article other than a fee based on a fixed or hourly basis that is not contingent on the approval or consummation of an insurance business transfer.
"Insurer" means an insurance, surety, or reinsurance
company, corporation, partnership, association, society,
order, individual, or aggregation of individuals engaging in
or proposing or attempting to engage in insurance
or surety business, including the exchanging of reciprocal or
inter-insurance contracts between individuals, partnerships,
and corporations.
"Policy" means a policy, certificate of
insurance, or a contract of reinsurance pursuant to which an
insurer agrees to assume an obligation or risk, or both, of the
policyholder or to make payments on behalf of, or to, the
policyholder or its beneficiaries, and includes property and
casualty insurance. "Policy" does not include any policy, contract, or certificate of life, accident, or health insurance, including those defined in clause (a) or (b) of Class 1 or clause (a) of Class 2 of Section 4.
"Policyholder" means an insured or a reinsured under a
policy that is part of the subject business.
"State guaranty association" means the Illinois Insurance Guaranty Fund, the Illinois Life and Health Guaranty Association, or any similar organization in another state.
"Subject business" means the policy or policies that are
the subject of the insurance business transfer plan.
"Transfer and novation" means the transfer of insurance
obligations or risks, or both, of existing or in-force
policies from a transferring insurer to an assuming insurer
that is intended to effect a novation of the transferred
policies with the result that the assuming insurer becomes
directly liable to the policyholders of the transferring
insurer on the transferred policies and the transferring
insurer's obligations or risks, or both, under the transferred
policies are extinguished.
"Transferring insurer" means an insurer or reinsurer that
transfers and novates or seeks to transfer and novate
obligations or risks, or both, under one or more policies to an
assuming insurer pursuant to an insurance business transfer
plan.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1710)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1710. Court authority.      Notwithstanding any other
provision of law, a court may issue any order, process, or
judgment that is necessary or appropriate to carry out the
provisions of this Article. No provision of this Article shall be
construed to preclude a court from, on its own motion, taking
any action or making any determination necessary or
appropriate to enforce or implement court orders or rules or
to prevent an abuse of power.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1715)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1715. Notice requirements.
(a) Whenever notice is required to be given by an
applicant under this Article, except as otherwise permitted by a
court or the Director, the applicant shall within 15 days
after the event triggering the requirement transmit the
notice:
(1) to the chief insurance regulator in each         jurisdiction:
(A) in which the applicant holds or has ever held         a         certificate of authority; and
(B) in which policies that are part of the         subject         business were issued or policyholders currently         reside;
(2) to the National Conference of Insurance Guaranty         Funds, the National Organization of Life and Health     Insurance Guaranty Associations, and all state insurance     guaranty associations for the states:
(A) in which the applicant holds or has ever held         a         certificate of authority; and
(B) in which policies that are part of the         subject         business were issued or policyholders currently         reside;
(3) to reinsurers of the applicant pursuant to the         notice provisions of the reinsurance agreements applicable     to the policies that are part of the subject business or,     where an agreement has no provision for notice, by     internationally recognized delivery service;
(4) to all policyholders holding policies that are         part of the subject business at their last known address     as indicated by the records of the applicant or to the     address to which premium notices or other policy documents     are sent. A notice of transfer shall also be sent to the     transferring insurer's agents or brokers of record on the     subject business; and
(5) by publication in a newspaper of general         circulation in the state in which the applicant has its     principal place of business and in such other publications     that the Director requires.
(b) If notice is given in accordance with this Section,
any orders under this Article shall be conclusive with respect to
all intended recipients of the notice whether or not they
receive actual notice.
(c) If this Article requires that the applicant provide notice
but the Director has been named receiver of the applicant pursuant to Article XIII, the
Director shall provide the required notice.
(d) Notice under this Section may take the form of
first-class mail, facsimile, or electronic notice.  The court may order that notice take a specific form.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1720)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1720. Application procedure.
(a) Before  filing an insurance business transfer plan, the applicant shall file with the Department a notice of its intention to file a plan and shall pay the required fee.  Upon request, the applicant and the assuming insurer shall provide the Department with any information necessary for the Department to procure an independent expert that meets the requirements of this Article.
(b) An insurance business transfer plan shall be filed by
the applicant with the Director for his or her review and
approval. The plan may be supplemented by other information
deemed necessary by the Director, and shall contain the
following information or an explanation as to why the
following information is not included:
(1) the name, address, and telephone number of the         transferring insurer and the assuming insurer and their     respective direct and indirect controlling persons, if     any;
(2) a summary of the insurance business transfer     plan;
(3) an identification and description of the subject         business;
(4) the most recent audited financial statements and         statutory annual and quarterly reports of the transferring     insurer and the assuming insurer filed with their     domiciliary regulator;
(5) the most recent actuarial report and opinion that         quantify the liabilities associated with the subject     business;
(6) pro forma financial statements showing the         projected statutory balance sheet, results of operation,     and cash flows of the assuming insurer for the 3 years     following the proposed transfer and novation;
(7) officers' certificates of the transferring     insurer     and the assuming insurer attesting that each has obtained     all required internal approvals and authorizations     regarding the insurance business transfer plan and     completed all necessary and appropriate actions relating     thereto;
(8) a proposal for plan implementation and         administration, including the form of notice to be     provided under the insurance business transfer plan to any     policyholder whose policy is part of the subject business;
(9) a full description as to how notice under the         insurance business transfer plan shall be provided;
(10) a description of any reinsurance arrangements         that would pass to the assuming insurer under the     insurance business transfer plan;
(11) a description of any guarantees or additional         reinsurance that will cover the subject business following     the transfer and novation;
(12) a statement describing the assuming insurer's         proposed investment policies and any contemplated third-party claims management and administration     arrangements;
(13) a description of how the transferring and         assuming insurers will be licensed for the purpose of preserving state     guaranty association coverage;
(14) a description of the financial implications of     the transaction         including solvency, capital adequacy, cash flow,         reserves, asset quality, and risk-based capital;
(15) an analysis of the assuming insurer's             corporate governance structure to ensure that there is         proper board management oversight and expertise to         manage the subject business;
(16) an evaluation of the competency, experience, and     integrity of         the persons who would control the operation of an         involved insurer;
(17) a certified statement that the transaction is     not being made for improper purposes, including fraud;
(18) evidence of approval or nonobjection of the         transfer from the chief insurance regulator of the state     of the transferring insurer's domicile; and
(19) a report from the independent expert that shall     provide the following:
(A) a statement of the independent expert's                 professional qualifications and descriptions of the         experience that qualifies him or her as an expert         suitable for the engagement;
(B)  a certified statement from the independent         expert that he or she meets the standards for an independent expert under this Article;
(C) a description of the scope of the report;
(D) a summary of the terms of the insurance                 business transfer plan to the extent relevant to the         report;
(E) a listing and summaries of documents,         reports,         and other material information the independent expert         has considered in preparing the report and whether any         information requested was not provided;
(F) the extent to which the independent expert         has         relied on information provided by or judgment of         others;
(G) the people on whom the independent expert has                 relied and why, in his or her opinion, such reliance is         reasonable;
(H) the independent expert's opinion of the         likely         effects of the insurance business transfer plan on         policyholders, reinsurers, and claimants,         distinguishing between:
(i) transferring policyholders, reinsurers,
and claimants;
(ii) policyholders, reinsurers, and claimants
of the transferring insurer whose policies will             not be transferred; and
(iii) policyholders, reinsurers, and             claimants             of the assuming insurer;
(I) the facts and circumstances supporting each                 opinion that the independent expert expresses in the         report; and
(J) consideration as to whether the security                 position of policyholders that are affected by the         insurance business transfer are materially adversely         affected by the transfer, including, but not limited to, state guaranty association coverage.
(c) The independent expert's report as required by
paragraph (19) of subsection (b) shall also include, but not be
limited to, a review of and report on the following:
(1) analysis of the transferring insurer's actuarial         review of resources for the subject business to determine     the reserve adequacy;
(2) analysis of the financial condition of the         transferring and assuming insurers and the effect the     transfer will have on the financial condition of each     company;
(3) review of the plans or proposals the assuming         insurer has with respect to the administration of the     policies subject to the proposed transfer;
(4) whether the proposed transfer has a material,         adverse impact on the policyholders, reinsurers, and     claimants of the transferring and the assuming insurers;
(5) analysis of the assuming insurer's corporate         governance structure to ensure that there is proper board     and management oversight and expertise to manage the     subject business;
(6) analysis of whether any policyholder or group of     policyholders will lose or gain state guaranty association coverage as a result of the transaction; and
(7) any other information that the Director requests         in order to review the insurance business transfer.
(d) After the
receipt of a complete insurance business transfer plan,
the Director shall review the plan to determine if the applicant is authorized
to submit it to a court.
(e) The Director shall authorize the submission of the
insurance business transfer plan to a court unless he or she
finds that the insurance business transfer would have a
material adverse impact on the interests of policyholders,
reinsurers, or claimants that are part of the subject
business.
(f) If the Director determines that the insurance business
transfer would have a material adverse impact on the interests
of policyholders, reinsurers, or claimants that are part of
the subject business, he or she shall notify the applicant and
specify any modifications, supplements, or amendments and any
additional information or documentation with respect to the
plan that must be provided to the Director before he or she
shall allow the applicant to proceed with the court filing.
(g) The applicant shall have 30 days following the date
the Director notifies him or her of a determination under
subsection (f) to file an amended insurance business transfer
plan providing the modifications, supplements, or amendments
and additional information or documentation as requested by
the Director. If necessary, the applicant may request in
writing an extension of time of 30 days. If the applicant does
not make an amended filing within the time period provided in
this subsection, including any extension of time granted by
the Director, the insurance business transfer plan filing
shall terminate and a subsequent filing by the applicant shall
be considered a new filing which shall require compliance with
all provisions of this Article as if the prior filing had never
been made.
(h)
When the modification, supplement, amendment, or
additional information requested in subsection (f) is
received, the Director shall review the amended plan in accordance with subsection (c).
(i) If the Director determines that the plan may proceed
with the court filing, the Director shall confirm that fact in
writing to the applicant.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1725)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1725. Application to the court for approval of a plan.
(a)    Within 30 days after notice from the Director that the applicant may proceed with the court filing, the applicant shall apply to the court for approval of the insurance business transfer plan. Upon written request by the applicant, the Director may extend the period for filing an application with the court for an additional 30 days.
(b)    The applicant shall inform the court of the reasons why he or she petitions the court to find no material adverse impact to policyholders, reinsurers, or claimants affected by the proposed transfer.
(c)    The application shall be in the form of a verified petition for implementation of the insurance business transfer plan in the court. The petition shall include the insurance business transfer plan and shall identify any documents and witnesses which the applicant intends to present at a hearing regarding the petition.
(d)    The Director shall be a party to the proceedings before the court concerning the petition and shall be served with copies of all filings. The Director's position in the proceeding shall not be limited by his or her initial review of the plan. The Director shall have all the rights of a litigant under the Illinois Supreme Court Rules and the Code of Civil Procedure, including, but not limited to, the right to appeal.
(e)   Following the filing of the petition, the applicant shall file a motion for a scheduling order setting a hearing on the petition.
(f)   Within 15 days after receipt of the scheduling order, the applicant shall cause notice of the hearing to be provided in accordance with the notice provisions of Section 1715. Following the date of distribution of the notice, there shall be a 60-day comment period. The notice and all comments received shall be part of the court record.
(g)    The notice shall be filed with and approved by the court before distribution, and the Director shall be given the opportunity to review and comment on the sufficiency of the notice before court approval. The notice shall state or provide:
(1)    the date and time of the approval hearing;
(2)    the name, address, and telephone number of the     assuming insurer and transferring insurer;
(3)    that the recipient may comment on or object to     the transfer and novation;
(4)    the procedures and deadline for submitting     comments or objections on the plan;
(5)    a summary of any effect that the transfer and     novation will have on the policyholder's rights;
(6)    a statement that the assuming insurer is     authorized to assume the subject business and that court approval of the plan shall extinguish all rights of policyholders under policies that are part of the subject business against the transferring insurer;
(7)    a statement regarding whether any policyholder     or group of policyholders may or will lose or gain state guaranty association coverage as a result of the transfer and the implication of losing or gaining state guaranty association coverage;
(8) that recipients shall not have the opportunity to     opt out of or otherwise reject the transfer and novation;
(9)    contact information for the Department where     the policyholder may obtain further information;
(10)    information on how an electronic copy of the     insurance business transfer plan may be accessed. If policyholders are unable to readily access electronic copies, the applicant shall provide hard copies by first-class mail; and
(11) any other information that the court may     require.
(h)    Any person, including by their legal representative, who considers himself, herself, or itself to be adversely affected can present evidence or comments to the court at the approval hearing. Any person participating in the approval hearing must follow the process established by the court and shall bear his or her own costs and attorney's fees.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1730)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1730. Approval; denial; insurance business transfer plans.
(a)     After the comment period pursuant to subsection (f) of Section 1725 has ended the insurance business transfer plan shall be presented by the applicant for approval by the court.
(b)    At any time before the court issues an order approving the insurance business transfer plan, the applicant may withdraw the petition without prejudice.
(c)    If the court finds that the implementation of the insurance business transfer plan would not materially adversely affect the interests of policyholders, reinsurers, or claimants that are part of the subject business, the court shall enter a judgment and implementation order. The judgment and implementation order shall:
(1)    order implementation of the insurance business     transfer plan;
(2)    order a statutory novation with respect to all     policyholders or reinsureds and their respective policies and reinsurance agreements under the subject business, including the extinguishment of all rights of policyholders under policies that are part of the subject business against the transferring insurer, and providing that the transferring insurer shall have no further rights, obligations, or liabilities with respect to such policies, and that the assuming insurer shall have all such rights, obligations, and liabilities as if it were the original insurer of such policies;
(3)   release the transferring insurer from all     obligations or liabilities under policies that are part of the subject business;
(4)    authorize and order the transfer of property     or liabilities, including, but not limited to, the ceded reinsurance of transferred policies and contracts on the subject business, notwithstanding any non-assignment provisions in any such reinsurance contracts. The subject business shall vest in and become liabilities of the assuming insurer;
(5)    order that the applicant provide notice of the     transfer and novation in accordance with the notice provisions in Section 1715; and
(6)    make such other provisions with respect to     incidental, consequential, and supplementary matters as are necessary to assure the insurance business transfer plan is fully and effectively carried out.
(d)    If the court finds that the insurance business transfer plan should not be approved, the court by its order shall deny the petition.
(e)   The applicant shall have 30 days following the withdrawal or denial of the petition to file an amended business transfer plan with the Director in accordance with Section 1720.
(f)     Nothing in this Section in any way affects the right of appeal of any party.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1735)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1735. Rules. The Department may adopt rules that are consistent with the provisions of this Article.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1740)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1740. Confidentiality. The portion of the application for an insurance business transfer that would otherwise be confidential, including any documents, materials, communications, or other information submitted to the Director in contemplation of such application, shall not lose such confidentiality, except (i) the Director may disclose confidential information as needed to procure the independent expert and ensure that the expert meets the requirements under this Article and (ii) if the Director determines that disclosure of confidential information is necessary to fully and fairly advise policyholders and others entitled to notice of the material implications of the insurance business transfer plan.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1745)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1745. Department oversight. Insurers engaging in an insurance business transfer under this Article consent to the jurisdiction of the Director with regard to any aspect of the transferred business or business transfer plan, including the authority of the Director to conduct financial analysis and examinations, regardless of whether the insurer has a certificate of authority or another basis for the Director's jurisdiction exists.
(Source: P.A. 103-75, eff. 1-1-25.)
(215 ILCS 5/1750)
(This Section may contain text from a Public Act with a delayed effective date)
Sec. 1750. Fees and costs.
(a)    All expenses incurred by the Director for the compensation, costs, and expenses of the independent expert and any consultants retained by the independent expert incurred in fulfilling the obligations of the independent expert under this Article shall be paid by the applicant.
(b)    The Director may retain the services of any attorneys, actuaries, accountants, and other professionals and specialists as may be reasonably necessary to assist the Director in reviewing the insurance business transfer plan. All expenses incurred by the Director in connection with proceedings under this Article, including, but not limited to, expenses for the services of any attorneys, actuaries, accountants, and other professionals and specialists, shall be paid by the applicant.
(c)    The transferring insurer and the assuming insurer shall jointly be obligated to pay all debts incurred pursuant to this Section. Nothing in this Article shall be construed to create any duty for the independent expert to any party other than the Department or a court.
(d)    Failure to pay any of the requisite fees or costs within 30 days after demand shall be grounds for the Director to request that a court dismiss the petition for approval of the insurance business transfer plan before the filing of an implementation order by the court or, if after the filing of an implementation order, the Director may suspend or revoke the assuming insurer's certificate of authority to transact insurance business in this State. The Director may also take any other action authorized by law against an insurer who fails to pay the requisite fees or costs.
(Source: P.A. 103-75, eff. 1-1-25.)