reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-34 - Mutualization of stock insurer.

A. A stock insurer other than title insurer may become a mutual insurer under such plan and procedure as may be approved by the superintendent after a hearing thereon.
B. The superintendent shall not approve any such plan, procedure or mutualization unless he finds that:
(1) it is equitable to stockholders and policyholders;
(2) it is subject to approval by holders of not less than two-thirds of the insurer's outstanding capital stock having voting rights, and by not less than two-thirds of those of the insurer's policyholders who vote on such plan in person or by proxy or by mail pursuant to such notice, information and procedure as approved by the superintendent;
(3) if a life insurer, right to vote thereon is limited to holders of policies other than term or group policies, and whose policies have been in force for more than one (1) year;
(4) the plan provides for purchase of the shares of any nonconsenting stockholders in the same manner and subject to the same applicable conditions as provided by the general business corporation laws of this state as to rights of nonconsenting stockholders with respect to merger or consolidation of business corporations;
(5) mutualization will result in retirement of the insurer's outstanding capital stock at a price not in excess of the fair market value thereof as determined by competent disinterested appraiser;
(6) the plan provides for definite conditions to be fulfilled by a designated reasonable date upon which such mutualization shall become effective; and
(7) mutualization would leave the insurer with competent and trustworthy management and surplus funds reasonably adequate for the security of its policyholders and to enable the insurer, in the states in which it is then authorized to transact insurance, to continue in business for the same kinds of insurance included in its certificates of authority in such states.
C. No director, officer, agent or employee of the insurer, nor any other person, shall receive any fee, commission or other valuable consideration whatsoever, other than customary salary or other regular compensation, for in any manner aiding, promoting or assisting in the mutualization, except as set forth in the plan of mutualization as approved by the superintendent.
D. This section does not apply to mutualization under order of court pursuant to Article 41 [Chapter 59A, Article 41 NMSA 1978] (conservation, rehabilitation, liquidation) of the Insurance Code.
History:
Laws 1984, ch. 127, § 580.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-35 - Conversion to ordinary business corporation.

A. A domestic stock insurer may convert to and become a New Mexico ordinary business corporation through the following procedures:
(1) the insurer must give the superintendent written notice of its intent to convert to an ordinary business corporation;
(2) the insurer must bulk reinsure all its insurance in force, if any, with another insurer authorized to transact such insurance in this state, under a bulk reinsurance agreement approved by the superintendent as provided in Section 586 [59A-34-40 NMSA 1978] of this article. The approval of bulk reinsurance may be made contingent upon approval of the stockholders as provided in Paragraph (4) below;
(3) the insurer must set aside in a special reserve fund in such amount and subject to such administration as may be found by the superintendent to be adequate and reasonable for the purpose, for payment of all obligations, if any, of the insurer incurred under its insurance contracts prior to the effective date of such bulk reinsurance and remaining unpaid, or make other reasonable arrangement for payment of such obligations as may be approved by the superintendent;
(4) the proposed conversion must be approved by affirmative vote of not less than two-thirds of each class of outstanding securities of the insurer having voting rights, at a special meeting of the holders of such securities called and held for the purpose; and at such meeting and by a like vote the articles of incorporation of the corporation must be amended to remove therefrom the power to transact insurance business as an insurer and to provide for such new powers and purposes as may be consistent with the purposes for which the corporation is thereafter to exist;
(5) security holders of the corporation who dissent from the proposed conversion shall have the same applicable rights as exist under the general corporation laws of this state as to dissent from proposed merger of business corporations; and
(6) upon compliance with the requirements of this section and filing of the amended articles of incorporation as required of ordinary business corporations, together with a copy of such amendment filed with the superintendent, the conversion shall thereupon become effective.
B. An insurer which has once converted to an ordinary business corporation shall not have power thereafter to convert to an insurer.
History:
Laws 1984, ch. 127, § 581.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-37 - Preservation of old charter in merger, consolidation.

A. In any merger or consolidation of a foreign stock or mutual insurer into or with a domestic insurer under Chapter 59A, Article 34 NMSA 1978, the continuing New Mexico corporation shall for all purposes be deemed to be continuation of the corporate existence of the foreign corporation, with New Mexico as the adoptive state of domicile and with date of corporate origin the same as the original date of incorporation of the foreign insurer in its original domiciliary state or country, subject to the following conditions:
(1) the plan and agreement of merger or consolidation shall provide for such continuation of corporate existence, with designation of New Mexico as the state of domicile of the foreign corporation by adoption, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the New Mexico corporation pursuant to this section;
(2) the articles of corporation of the New Mexico corporation shall provide, or be amended to provide, that the corporation is a continuance of the corporate existence, through adoption of New Mexico as the corporate domicile, of the foreign corporation, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the New Mexico corporation pursuant to this section; and
(3) the continuing New Mexico corporation shall as of merger or consolidation effective date have paid-in capital stock and additional surplus in amount not less than as required of a newly-authorized foreign stock insurer under Section 59A-5-16 NMSA 1978 to transact the same kinds of insurance, and shall have all the rights and obligations of, and be given recognition in all respects as, a corporation formed under the laws of this state as of the date of incorporation of the foreign corporation in its original domiciliary state or country. This provision shall not be deemed to impose upon the continuing New Mexico corporation any liability or obligation as to filings, fees, taxes or otherwise that might have accrued prior to effective date of the merger or consolidation.
B. This section shall not be deemed in any manner to preserve, after effective date of merger or consolidation, the corporate existence of the foreign corporation as a corporation of its original domiciliary state or country.
History:
Laws 1984, ch. 127, § 583; 2007, ch. 282, § 11.
ANNOTATIONS
The 2007 amendment,
effective June 15, 2007, required the continuing corporation to have additional surplus not less than required of a foreign stock insurer under 59A-5-16 NMSA 1978.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-40 - Bulk reinsurance.

A. A domestic insurer shall not reinsure with another insurer all or substantially all of its insurance business in force, or of a major class thereof, except under an agreement of bulk reinsurance and in compliance with this section. No such agreement shall become effective unless filed with the superintendent and approved by him in writing.
B. The superintendent shall approve such agreement within a reasonable time after filing if he finds that:
(1) the plan and agreement of bulk reinsurance are fair and equitable to each insurer and to the policyholders involved; and
(2) the reinsurance if effectuated would not materially reduce the protection or service to policyholders of the insurers; and
(3) the agreement embodies adequte [adequate] provisions by which the assuming reinsurer becomes liable to the original insureds for protection and benefits under policies reinsured in accordance with the terms of such policies; and
(4) the assuming reinsurer is authorized to transact such insurance in this state, or is qualified as for such authorization and will appoint the superintendent and his successors as its irrevocable attorney for service of process so long as any policy so reinsured or liability thereunder remains in force or outstanding; and
(5) the reinsurance would not materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved and would not materially tend to create any monopoly as to such business; and
(6) the proposed bulk reinsurance is free of other reasonable objections.
C. If the superintendent does not so approve he shall forthwith notify each insurer involved in writing specifying the reasons therefor.
D. If for reinsurance of all or substantially all of the business in force of a mutual insurer at a time when the insurer's surplus is not impaired, the plan and agreement for reinsurance must be approved by vote of not less than two-thirds of the mutual insurer's members who vote thereon in person or by proxy at a meeting of members called for the purpose pursuant to such reasonable notice by mail or publication as may be provided for in the plan. For a life insurer, the right to vote may be limited to members whose policies are other than term policies for term of less the [than] twenty (20) years or group policies, and have been in effect for more than one year.
History:
Laws 1984, ch. 127, § 586.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and it is not part of the law.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-41 - Bulk reinsurance; fees and commissions.

No director, officer, employee, agent or other representative of an insurer party to a bulk reinsurance plan or agreement, nor any other person, shall be paid or receive any fee, commission or other special or valuable consideration for in any manner aiding, promoting or assisting in negotiation or effectuation of such bulk reinsurance, except as stated in the plan and agreement of such reinsurance as approved by the superintendent. This section does not apply as to regular salaries or other regular compensation received or to be received by directors, officers, employees or agents for services rendered in ordinary and regular course of business.
History:
Laws 1984, ch. 127, § 587.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-42 - Expense to be borne by parties.

Costs of mailing or otherwise giving notice of any public hearing required in connection with merger, consolidation, or bulk reinsurance of an insurer, and of furnishing to stockholders or members information relative thereto, shall be borne by the insurers parties to the proposed merger, consolidation or bulk reinsurance. As security for payment of such expenses the superintendent may require such insurers to file with him an acceptable surety bond or other deposit in reasonable amount determined by him.
History:
Laws 1984, ch. 127, § 588.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-43 - Mutual member's share of assets on liquidation.

A. Upon any liquidation of a domestic mutual insurer its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expense of administration shall be distributed to currently existing persons who had been members of the insurer for at least one year and who were its members at any time within thirty-six (36) months next preceding the date such liquidation was authorized or ordered, or the date of the last termination of the insurer's certificate of authority in this state, whichever date is the earlier; except that if the superintendent believes that the insurer's management has caused or encouraged reduction of the number or changed the identity of members of the insurer in anticipation of liquidation he may enlarge the thirty-six (36) month qualification period as he may deem reasonable.
B. The insurer shall make a reasonable classification of its policies held by such members and a formula based upon such classification and premiums earned for determination of the distributive share of each member participating in the distribution of assets. The classification and formula shall be subject to the superintendent's approval.
History:
Laws 1984, ch. 127, § 589.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-44 - Material transactions; report.

A. Every domestic insurer, including health maintenance organizations, nonprofit health care plans and fraternal benefit societies, shall file a report with the superintendent disclosing material acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance programs unless such transactions have been submitted to the superintendent for review, approval or information purposes pursuant to other provisions of the Insurance Code, laws, regulations or other requirements.
B. The report required in Subsection A of this section is due within fifteen days after the end of the calendar month in which any of the foregoing transactions occur.
C. One complete copy of the report, including any exhibits or other attachments filed as part thereof, shall be filed with the national association of insurance commissioners.
History:
1978 Comp., § 59A-34-44, enacted by Laws 1993, ch. 320, § 68.
ANNOTATIONS
Cross references.
— For the Insurance Code,
see
59A-1-1 NMSA 1978 and notes thereto.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 34 - Domestic Stock and Mutual Insurers › Section 59A-34-45 - Acquisition and disposition of assets; materiality; scope; reporting requirements.

A. No acquisition or disposition of assets need be reported pursuant to Section 59A-34-44 NMSA 1978 if the acquisition or disposition is not material. For purposes of this section and Section 59A-34-44 NMSA 1978, a material acquisition, or aggregate of any series of acquisitions during any thirty-day period, or disposition, or aggregate of any series of dispositions during any thirty-day period, is one that involves more than five percent of the reporting insurer's total admitted assets as reported in its most recent financial statement filed with the superintendent.
B. Asset acquisitions subject to the provisions of Section 59A-34-44 NMSA 1978 include every purchase, lease, exchange, merger, consolidation, succession or other acquisition other than the construction or development of real property by or for the reporting insurer or the acquisition of materials for such purpose. Asset dispositions subject to Section 59A-34-44 NMSA 1978 include every sale, lease, exchange, merger, consolidation, mortgage, hypothecation, assignment, whether for the benefit of creditors or otherwise, abandonment, destruction or other disposition.
C. The following information is required to be disclosed in the report of a material acquisition or disposition of assets:
(1) the date of the transaction;
(2) the manner of acquisition or disposition;
(3) a description of the assets involved;
(4) the nature and amount of the consideration given or received;
(5) the purpose of, or reason for, the transaction;
(6) the manner by which the amount of consideration was determined;
(7) the amount of any gain or loss recognized or realized as a result of the transaction; and
(8) the names of the persons from whom the assets were acquired or to whom they were disposed.
D. Such insurers are required to report acquisitions and dispositions on a non-consolidated basis unless the insurer is part of a consolidated group of insurers which utilizes an intercompany pooling agreement or arrangement or a one hundred percent reinsurance agreement under which the ceding company has ceded substantially all of its direct and assumed business to a pool, and the group reports in accordance with Section 59A-34-44 NMSA 1978 on behalf of the members of the group on a consolidated basis. For purposes of this section, an insurer is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer has less than one million dollars ($1,000,000) of total direct plus assumed written premiums during a calendar year that are not subject to the pooling agreement or arrangement and the net income of the business not subject to the pooling agreement or arrangement represents less than five percent of the insurer's capital and surplus. If a group of insurers reports on a consolidated basis as allowed by this subsection, the report shall identify every insurer that is a member of the group.
History:
1978 Comp., § 59A-34-45, enacted by Laws 1993, ch. 320, § 69.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-1 - Short title.

This article [Chapter 59A, Article 35 NMSA 1978] constitutes and may be cited as the "Sale of Insurance Securities Law".
History:
Laws 1984, ch. 127, § 591.
ANNOTATIONS
Law reviews.
— For article, "A Survey of the Securities Act of New Mexico," see 2 N.M.L. Rev. 1 (1972).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
43 Am. Jur. 2d Insurance § 61; 69A Am. Jur. 2d Securities Regulation - State § 19 et seq.
44 C.J.S. Insurance §§ 101, 102.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-2 - Scope of article.

This article shall apply as to sale or offer of sale in this state of any insurance security issued or proposed to be issued by any corporation or person whether or not organized under the laws of this state or authorized to transact business in this state.
History:
Laws 1984, ch. 127, § 590.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-3 - "Security" defined.

For the purposes of this article and except as context requires otherwise, "security" means any note, stock, treasury stock, share, bond, debenture, evidence of indebtedness, surplus note, contribution certificate, certificate of deposit for a security, certificate of interest or participation, voting trust certificate, reorganization certificate, investment contract (whether or not included as a provision in an insurance policy), or other similar instrument of an insurer or other person for financing formation or operations or management or acquisition of an insurer or interest therein, whether stock, mutual, reciprocal, Lloyds plan or other type of insurer.
History:
Laws 1984, ch. 127, § 592.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-5 - "Promoter" defined.

For the purposes of this article a "promoter" is any person who, acting alone or with others, initiates or participates in founding an insurer or organization to acquire financial interest in or to finance, manage or control an insurer, other than as policyholder.
History:
Laws 1984, ch. 127, § 594.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-6 - Registration of security; permit required.

No person shall sell or offer for sale in this state any security not exempt under Section 596 [59A-35-7 NMSA 1978] of this article, unless registered with the superintendent, covered by a subsisting securities permit issued by the superintendent and otherwise in compliance with requirements of this article.
History:
Laws 1984, ch. 127, § 595.
ANNOTATIONS
Cross references.
— For treatment of investment securities in the Uniform Commercial Code,
see
55-8-101 to 55-8-511 NMSA 1978.
Compiler's notes.
— The annotations appearing below were abstracted from attorney general opinions decided under the prior Sale of Insurance Securities Act (former 59-13-1 NMSA 1978 et seq.).
Legislative intent.
— The legislative intention was to preclude the sale of insurance securities to New Mexico residents by persons not licensed by the New Mexico superintendent of insurance where any portion of the negotiation took place in New Mexico. 1962 Op. Att'y Gen. No. 62-57.
Sales outside state.
— As to sales consummated outside the state, the governing language is that portion of this section which provides that no unlicensed person shall "sell or propose to sell to the public in this state" any insurance securities. 1962 Op. Att'y Gen. No. 62-57.
Complete regulation of insurance securities for superintendent.
— An analysis of the Securities Act (former 58-13-1 NMSA 1978 et seq.) and this act (former 59-13-1 NMSA 1978 et seq.) leads to the conclusion that the legislature intended for the superintendent of insurance to have complete regulation over the sale of insurance company securities. 1969 Op. Att'y Gen. No. 69-97.
Dealers and salesmen to be licensed.
— A person licensed to sell insurance securities under this act (former 59-13-1 NMSA 1978 et seq.) does not have to be registered under the Securities Act (now see 58-13B-1 NMSA 1978, et seq.) in order to sell this particular type of securities. 1962 Op. Att'y Gen. No. 62-57.
Since this statute (former 59-13-2 NMSA 1978) obviously covers all types of insurance company stocks and securities, the dealer and salesmen who sell insurance securities must be licensed by the superintendent of insurance. 1962 Op. Att'y Gen. No. 62-57.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-7 - Exemptions.

No such registration or permit shall be required as to:
A. isolated sales of securities in private transactions, whether or not effected through a broker-dealer;
B. non-issuer distribution of an outstanding security by a registered broker-dealer;
C. transactions in due and regular discharge of responsibilities and duties by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator;
D. securities distributed to existing holders of securities of the distributing entity as a dividend, stock split or reverse stock split, paid in whole or in part in such distributed securities;
E. securities distributed to existing holders of securities of the distributing entity without payment of additional consideration pursuant to a right of conversion, or exchange, or pursuant to reclassification, recapitalization, reorganization, sale of assets, or liquidation of the distributing entity;
F. offer and sale of securities by a newly-formed domestic corporation not involving a public offering and so offered and sold to not over twenty-five (25) persons if:
(1) upon completion of such offering and sale the domestic corporation has not in excess of twenty-five (25) security holders;
(2) all purchasers of the securities do so for investment purposes only and not with a view to further distribution, and so declare in writing to the domestic corporation;
(3) no commission or other compensation is paid or to be paid in connection with any such sale; and
(4) prior to any such offer and sale the domestic corporation files with the superintendent in writing the plan, purposes, and manner of conduct of the proposed offer and sale, uses to be made of proceeds thereof, and information in writing proposed to be given offerees, and such filing is not disapproved by the superintendent within twenty (20) days after filing. The superintendent may disapprove the filing upon reasonable grounds. Failure of the superintendent so to disapprove shall not be deemed, inferred, or represented to be an approval of the proposal;
G. sales of securities by an insurance holding corporation for purposes which do not include the financing, directly or indirectly, of an insurer;
H. securities issued or proposed to be issued pursuant to any merger, consolidation, bulk reinsurance, conversion, or mutualization approved by the superintendent under Article 34 [Chapter 59A, Article 34 NMSA 1978] (domestic stock and mutual insurers) of the Insurance Code; or
I. fractional share interests in stock of the issuer offered and sold for purpose of rounding out to whole shares in connection with any stock dividend or other distribution of shares to existing security holders of the issuer.
History:
Laws 1984, ch. 127, § 596.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-8 - Registration procedure.

A. The person desiring to register a security under this article shall file with the superintendent a registration statement in form as prescribed and furnished by the superintendent appropriate to the proposed offering. In prescribing the registration statement form the superintendent shall give due consideration to the circumstances of the offering, whether by a newly-formed domestic corporation or entity, whether covered by registration or other appropriate filing with the Securities and Exchange Commission under which an offering may be made of the securities, and to practices of administrators of state laws governing offer and sale of corporate securities relative to registration by coordination, or qualification, or upon notification.
B. As to registrants in general the registration statement and documents required to be filed therewith may, and as to newly-formed proposed insurers or newly-formed entities shall, require disclosure of:
(1) name and address of proposed issuer, business in which engaged or to engage, business history and financial condition;
(2) name and residence address of each promoter, director, officer and other management personnel and ultimate controlling stockholder or owner of the issuer, insurer or registrant, together with business experience, biographical information and proof of identity;
(3) affiliates, if any, of registrant or issuer, business in which engaged, financial condition, and material arrangements and transactions between such affiliates and registrant or issuer;
(4) use to be made of proceeds of proposed sale of securities;
(5) underwriting arrangements, if any, of the securities, or plan under which securities are proposed to be offered and sold, together with copies of contracts made or proposed to be made relating thereto;
(6) information proposed to be furnished offerees as shown by copy of any proposed prospectus or other printed information to be given offerees;
(7) management or agency contracts, whether or not exclusive, existing or proposed as to issuer or registrant;
(8) description of the securities, number and price thereof proposed to be sold and sales costs; and
(9) such other reasonably pertinent information as required by the superintendent.
C. When filed, the registration statement shall be accompanied by payment of the applicable filing fee as specified in Section 598 [59A-35-9 NMSA 1978] of this article.
History:
Laws 1984, ch. 127, § 597.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-9 - Registration fee.

A. With filing of the registration statement the superintendent shall collect, and the registrant shall pay to the superintendent the applicable registration statement filing fee in amount as follows:
(1) for registration by coordination or similar thereto, one hundred dollars ($100);
(2) for registration by notification or similar thereto, one hundred dollars ($100);
(3) for registration by qualification or similar thereto, fee computed upon gross proposed offering price of all securities covered by the registration as follows:
(a) one-tenth (1/10) of one percent of first million dollars ($1,000,000); and
(b) one-twentieth (1/20) of one percent of amounts in excess of the first one million dollars ($1,000,000).
B. All such fees shall be deemed earned when paid and shall not be subject to refund.
History:
Laws 1984, ch. 127, § 598.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-10 - Issuance, denial of permit.

A. The superintendent shall expeditiously examine a newly-filed registration statement and make such investigation of the registrant and related matters as he deems advisable.
B. Unless the superintendent finds that the permit should be denied on any of the grounds stated in Subsection C of this section, he shall promptly issue to the registrant a securities permit in appropriate form covering the offering of securities.
C. The superintendent may deny a permit on the ground that:
(1) the registration statement is incomplete and has not been completed within a reasonable time allowed therefor by the superintendent and communicated to the registrant;
(2) the proposed sale or issuance of securities would be in violation of law;
(3) the conditions or circumstances of the registrant or insurer, or the terms and conditions of the offering, would make the offering unfair or inequitable as to existing or proposed security holders or investors;
(4) funds proposed to be secured by the offering are inadequate or excessive for the purposes intended;
(5) proposed costs of the offering are excessive;
(6) any of the individuals associated or to be associated in the registrant or insurer or any affiliate thereof, or the ultimate controlling stockholder or owner of the registrant, issuer or insurer is not of good reputation as to business affairs or financial responsibility;
(7) the existing or proposed insurer would not be able to qualify for or continue to hold a certificate of authority to transact insurance in this state for any of the reasons stated in Section 59A-5-13 NMSA 1978;
(8) if an insurance holding corporation, its plan of capitalization or security options or financing are such as would be prohibited under the Insurance Code as to a newly formed domestic stock insurer;
(9) there is material variance, adverse to the registrant, as between information furnished by the registrant in the registration statement and that determined by the superintendent on investigation;
(10) information proposed to be furnished investors is incomplete, untrue, or would tend to mislead; or
(11) grant of the permit would be contrary to the best interest of the people of New Mexico, for reasons stated in the order denying the permit.
D. The superintendent shall deny the permit if the securities are of, or for financing, a foreign insurer not qualified for authority to transact insurance in New Mexico.
E. The superintendent's order denying a permit shall state the grounds therefor and be delivered to the registrant or mailed addressed to registrant at its address last of record with the superintendent.
History:
Laws 1984, ch. 127, § 599; 1987, ch. 259, § 23.
ANNOTATIONS
Cross references.
— For the Insurance Code,
see
59A-1-1 NMSA 1978 and notes thereto.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-12 - Permit as inducement.

A. The granting of a securities permit is permissive only and shall not constitute an endorsement or approval by the superintendent or any other agency or department of the state of New Mexico of any person or thing related to the offering of securities or constitute evidence of the completeness or accuracy of information presented in any prospectus or other sales publicity or literature, or a recommendation of purchase of any securities offered. The existence of the permit shall not be advertised or used as an inducement in any solicitation.
B. Each permit issued by the superintendent shall state conspicuously in boldface type the substance of Subsection A of this section in terminology prescribed by the superintendent.
History:
Laws 1984, ch. 127, § 601; 1999, ch. 289, § 28; 2013, ch. 74, § 31.
ANNOTATIONS
The 2013 amendment,
effective March 29, 2013, provided that granting a securities permit is not an endorsement or approval by the superintendent of insurance; and in Subsection A, in the first sentence, after "superintendent", deleted "public regulation commission".
The 1999 amendment,
effective June 18, 1999, substituted "public regulation commission" for "corporation commission, state insurance board" in the first sentence of Subsection A.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-13 - Public announcements of offering.

A. No registrant, issuer, or other person proposing to sell in this state any securities covered by a securities permit issued by the superintendent under this article shall publish or disseminate in this state in any manner any advertising, announcement or literature regarding the offering unless the proposed advertising, announcement or literature has first been filed with and not disapproved by the superintendent.
B. The proposed advertising, announcement or literature may be used after expiration of thirty (30) days after filing with the superintendent unless disapproved in writing by the superintendent within such thirty (30) day period. The superintendent shall disapprove any such advertising, announcement, or literature if found by him to be untrue, misleading, or likely to deceive the public. Failure of the superintendent to disapprove shall not constitute or be deemed to constitute an approval of the advertising, announcement or literature.
C. The superintendent may require insertion in any such advertising, announcement, or literature of a disclaimer similar to that required for securities permit under Section 601 [59A-35-12 NMSA 1978] of this article in terminology prescribed or accepted by the superintendent.
History:
Laws 1984, ch. 127, § 602.
ANNOTATIONS
Cross references.
— For treatment of investment securities in the Uniform Commercial Code,
see
55-8-101 to 55-8-511 NMSA 1978.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-14 - Modification, revocation of permit.

The superintendent may for cause modify a securities permit theretofore issued; and may after a hearing thereon revoke the permit for violation of law or the terms of the permit or any proper order of the superintendent, or for material misrepresentation or practices injurious to the public interest in the offering or sale of the securities.
History:
Laws 1984, ch. 127, § 603.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-16 - Securities salespersons, license required.

No person shall in this state solicit subscription to or purchase of any security covered by a securities permit issued under this article unless such securities salesperson is licensed therefor. If the security is not one to be issued by a newly-formed or proposed new domestic insurer or holding company proposing to acquire or form a domestic insurer, the license shall be one issued by the securities division of the department of financial institutions under the laws of this state applying to public offering and sale of securities in general; otherwise, the license shall be one issued by the superintendent under the provisions of this article.
History:
Laws 1984, ch. 127, § 605.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-17 - Qualifications, procedure for security salesperson license.

A. Applicants for license as securities salesperson shall be qualified as follows:
(1) be an individual not less than twenty-one years of age;
(2) be honest and trustworthy, of good personal and business reputation and financially responsible;
(3) take and pass an examination as given by the superintendent, reasonably testing the knowledge of the applicant of the securities to be sold, the responsibilities of a salesperson relative thereto and competence of the applicant to act as a securities salesperson; and
(4) file with the superintendent along with application for license and thereafter maintain in force while so licensed, a surety bond issued by an authorized surety insurer or deposit of cash or cash-equivalent in lieu of the bond, in reasonable penal sum fixed by the superintendent but not less than ten thousand dollars ($10,000), for protection of the registrant, persons purchasing securities through the salesperson and the state of New Mexico and to assure compliance with law and the applicable regulations of the superintendent.
B. Procedure for application for license, examination of applicant, issuance, terms, duration and suspension or revocation of license and related matters shall be as provided by applicable provisions of Chapter 59A, Article 11 NMSA 1978. Fee for license and examination shall be as fixed in Section 59A-6-1 NMSA 1978.
C. This section shall not apply as to securities broker-dealers registered as such under the Securities Exchange Act of 1934, as amended, or as to securities the sale of which is underwritten (other than on a best efforts basis) by such a broker-dealer.
History:
Laws 1984, ch. 127, § 606; 1987, ch. 259, § 24; 1999, ch. 272, § 20; 1999, ch. 289, § 29.
ANNOTATIONS
Cross references.
— For the federal Securities Exchange Act of 1934,
see
15 U.S.C. § 78a et seq.
The 1999 amendment,
effective June 18, 1999, in Subsection A, substituted "shall be qualified" for "must be qualified therefor", deleted "must" from the beginning of Paragraphs A(1) to A(4), deleted "resident in this state and" following "an individual" in Paragraph A(1), and substituted "securities" for "securites" near the end of Paragraph A(3).
Laws 1999, ch. 272, § 20 and Laws 1999, ch. 289, § 29, both effective June 18, 1999, enacted identical amendments to this section. The section was set out as amended by Laws 1999, ch. 289, § 29.
See
12-1-8 NMSA 1978.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 35 - Sale of Insurance Securities › Section 59A-35-18 - Penalty for violation.

Any person violating any of the following provisions of this article shall upon conviction thereof be guilty of a felony punishable by a fine of not less than five hundred dollars ($500) or more than twenty thousand dollars ($20,000):
A. Section 595 [59A-35-6 NMSA 1978] (registration of security, permit required);
B. Subsection B of Section 600 [59A-35-11 NMSA 1978] (terms of permit; compliance);
C. Section 601 [59A-35-12 NMSA 1978] (permit as inducement);
D. Section 602 [59A-35-13 NMSA 1978] (public announcements of offering); and
E. Section 605 [59-35-16 NMSA 1978] (securities salesmen, license required).
History:
Laws 1984, ch. 127, § 607.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
44 C.J.S. Insurance §§ 96, 97.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-1 - "Equity security" defined.

The term "equity security" when used in this article means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security which the superintendent shall deem to be of similar nature and consider necessary or appropriate, by such rules and regulations as he may prescribe in the public interest or for the protection of investors, to treat as an equity security.
History:
Laws 1984, ch. 127, § 608.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-2 - Ownership statements; filing.

Every person who is directly or indirectly the beneficial owner of more than ten percent of any class of any equity security of a domestic stock insurer, or who is a director or an officer of such insurer, shall file with the superintendent within ten (10) days after he becomes such beneficial owner, director or officer a statement, in such form as the superintendent may prescribe, of the amount of all equity securities of such insurer of which he is the beneficial owner; and within ten (10) days after the close of each calendar month thereafter, if there has been a change in such ownership during such month, shall file with the superintendent a statement, in such form as the superintendent may prescribe, indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month.
History:
Laws 1984, ch. 127, § 609.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-3 - Recovery of profits.

For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director or officer by reason of his relationship to such insurer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such insurer within any period of less than six (6) months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the insurer, irrespective of any intention on the part of such beneficial owner, director or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six (6) months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the insurer, or by the owner of any security of the insurer or by the superintendent in the name and in behalf of the insurer if the insurer shall fail or refuse to bring such suit within sixty (60) days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two (2) years after the date such profit was realized. This section shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase of the security involved, or any transaction or transactions which the superintendent by rules and regulations may exempt as not comprehended within the purpose of this section.
History:
Laws 1984, ch. 127, § 610.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
Proper measure and elements of recovery for insider shortswing transaction, 86 A.L.R. Fed. 16.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-4 - Sale and delivery.

No such beneficial owner, director or officer shall directly or indirectly sell any equity security of such insurer if the person selling the security or his principal:
A. does not own the security sold; or
B. if owning the security, does not deliver it against such sale within twenty (20) days thereafter, or does not within five (5) days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this section if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.
History:
Laws 1984, ch. 127, § 611.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-5 - Sales by dealers.

Section 610 [59A-36-3 NMSA 1978] (recovery of profits) of this article shall not apply to any purchase and sale, or sale and purchase, and Section 611 [59A-36-4 NMSA 1978] (sale and delivery) of this article shall not apply to any sale, of any equity security of a domestic stock insurer not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on an exchange as defined in the Securities Exchange Act of 1934) for such security. The superintendent may, by such rules and regulations as he deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
History:
Laws 1984, ch. 127, § 612.
ANNOTATIONS
Cross references.
— For the Securities Exchange Act of 1934,
see
15 U.S.C. § 78a et seq.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-6 - Arbitrage transactions.

This article shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the superintendent may adopt in order to carry out the purposes of this article.
History:
Laws 1984, ch. 127, § 613.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-7 - Exemptions.

Sections 609 [59A-36-2 NMSA 1978] (ownership statements - filing), 610 [59A-36-3 NMSA 1978] (recovery of profits) and 611 [59A-36-4 NMSA 1978] (sale and delivery) of this article shall not apply to equity securities of a domestic stock insurer if:
A. such securities are registered, or are required to be registered, pursuant to Section 12 of the Securities Exchange Act of 1934; or if
B. such domestic insurer does not have any class of its equity securities held of record by one hundred (100) or more persons on the last business day of the year next preceding the year in which equity securities of the insurer would be subject to those provisions of this article referred to above except for the provisions of this Subsection B.
History:
Laws 1984, ch. 127, § 614.
ANNOTATIONS
Cross references.
— For Section 12 of the Securities Exchange Act of 1934,
see
15 U.S.C. § 78l.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 36 - Insider Trading in Equity Security of Domestic Insurer › Section 59A-36-8 - Regulations.

The superintendent may make such rules and regulations as he deems advisable for execution of functions vested in him under this article, and may for such purpose classify domestic stock insurers, securities and other persons or matters within his jurisdiction.
History:
Laws 1984, ch. 127, § 615.
2023 New Mexico Statutes › Chapter 59A - Insurance Code › Article 37 - Insurance Holding Companies › Section 59A-37-1 - Short title.

Chapter 59A, Article 37 NMSA 1978 may be cited as the "Insurance Holding Company Law".
History:
Laws 1984, ch. 127, § 616; 2014, ch. 59, § 28.
ANNOTATIONS
The 2014 amendment,
effective July 1, 2014, added the NMSA chapter and article for the Insurance Holding Company Act; and at the beginning of the sentence, deleted "This article" and added "Chapter 59A, Article 37 NMSA 1978".
Severability.
— Laws 2014, ch. 59, § 54 provided that if any part or application of the provisions of Laws 2014, ch. 59 is held invalid, the remainder or its application to other situations or persons shall not be affected.
Am. Jur. 2d, A.L.R. and C.J.S. references. —
18 Am. Jur. 2d Corporations § 35.