2023 Maryland Statutes › Insurance › Title 7 - Maryland Insurance Acquisitions Disclosure and Control Act › Subtitle 6 - Registration of Insurers in Insurance Holding Company Systems › Section 7-603 - Registration Statement

(a)    Each insurer subject to registration shall file the registration statement on the form provided by the Commissioner, containing the following current information:
(1)    the corporate and capital structure, general financial condition, ownership, and management of the insurer and of any person controlling the insurer;
(2)    the identity and relationship of each member of the insurance holding company system;
(3)    any pledge of the insurer’s stock, including stock of a subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system;
(4)    the following agreements in force, and transactions currently outstanding or that have occurred during the previous calendar year between the insurer and the insurer’s affiliates:
(i)    loans, other investments, purchases, sales, and exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates;
(ii)    purchases, sales, and exchanges of assets;
(iii)    transactions not in the ordinary course of business;
(iv)    except for insurance contracts entered into in the ordinary course of the insurer’s business, guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure to liability of the insurer’s assets;
(v)    management agreements, service contracts, and cost–sharing arrangements;
(vi)    reinsurance agreements;
(vii)    dividends and other distributions to shareholders; and
(viii)    consolidated tax allocation agreements;
(5)    statements that the insurer’s board of directors oversees corporate governance and internal controls and that the insurer’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures;
(6)    on request from the Commissioner and in accordance with subsection (f) of this section, financial statements of or within an insurance holding company system, including all affiliates;
(7)    any other matters about transactions between the insurer and its affiliates that the registration statement form requires; and
(8)    a summary outlining all items in the current registration statement that represent changes from the prior registration statement.
(b)    Each affiliate in an insurance holding company system shall give an insurer subject to registration under this subtitle that is in the same insurance holding company system complete and accurate information if that information is reasonably necessary to enable the insurer to comply with this subtitle.
(c)    Each insurer required to register under this subtitle shall, on request of the insurance commissioner of any state where the insurer is authorized to do business, file with that commissioner a copy of the registration statement summary required by subsection (a)(8) of this section.
(d)    The Commissioner may allow or require affiliated insurers subject to registration under this subtitle to file a consolidated registration statement.
(e)    The Commissioner may require an insurer that is a member of an insurance holding company system and that is not subject to registration under this subtitle to provide to the Commissioner a copy of the registration statement or other information that the insurer files with the commissioner of the insurer’s domiciliary jurisdiction.
(f)    (1)    Financial statements required under subsection (a)(6) of this section may include annual audited financial statements filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
(2)    An insurer required to file financial statements under subsection (a) of this section may satisfy the request by providing the Commissioner with the most recently filed parent corporation financial statements that have been filed with the U.S. Securities and Exchange Commission.
(g)    (1)    Unless otherwise provided by the Commissioner through regulation or order, a sale, a purchase, an exchange, a loan or an extension of credit, an investment, or a guarantee involving 0.5% or less of an insurer’s admitted assets as of the December 31 immediately preceding the transaction is not material for purposes of this section.
(2)    Information need not be disclosed on the registration statement filed under subsection (a) of this section if the information is not material.
(h)    (1)    Beginning in 2015, the ultimate controlling person of every insurer subject to registration shall file an annual enterprise risk report on or before July 1 of each year unless the Commissioner extends the time for filing for good cause.
(2)    The enterprise risk report shall, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer.
(3)    The enterprise risk report shall be filed with the lead state commissioner of the insurance holding company system as defined and determined by the procedures in the Financial Analysis Handbook adopted by the National Association of Insurance Commissioners.
(4)    The Commissioner may share the enterprise risk report filed under paragraph (1) of this subsection with an insurance regulatory agency in a state that has laws or regulations that the Commissioner determines are substantially similar to § 2–209(g) and (h) of this article, only if the agency agrees in writing to maintain the confidentiality and privileged status of the report.