2023 New York Laws › ISC - Insurance › Article 70 - Captive Insurance Companies › 7005 - Organization and Corporate Procedure.

§  7005.  Organization  and  corporate procedure.   (a) A pure captive
insurance company may be incorporated (1) as a stock  insurer  with  its
capital  divided  into  shares and held by the stockholders; or (2) as a
mutual insurer without capital stock, the governing  body  of  which  is
appointed  by  the  parent  industrial  insured; or (3) in the case of a
public benefit corporation, public authority or other public entity,  as
the  applicable  state  law  may  require.  In the case of a city with a
population of one million or more, a pure captive insurance company also
may  be  formed  as  a  public  benefit  corporation  or  not-for-profit
corporation at the discretion of the mayor of such city, for the purpose
of  providing  insurance  that is retroactive to September eleventh, two
thousand one, for  risks  incurred  by  such  city  and  its  affiliated
companies  related  to or arising out of activities in or near the World
Trade Center site in response to the attacks of September eleventh,  two
thousand  one. Such pure captive insurance company formed by a city with
a population of one million or more shall be exempt from all  state  and
local  taxes. The members or directors, as the case may be, of such pure
captive insurance company shall be appointed by the mayor of  such  city
or  by such other city official as the mayor may designate.  Neither the
mayor of such  city,  nor  any  of  the  captive's  members,  directors,
officers,  employees or agents appointed by or with the approval of such
city, nor any officials, officers, employees  or  agents  of  the  city,
while  acting  within  the scope of their authority, shall be subject to
any personal liability resulting from the exercise or  carrying  out  of
any of the city's or captive's purposes or powers under this article.
(b) A group captive insurance company may be incorporated:
(1)  as  a stock insurer with its capital divided into shares and held
by the stockholders, or
(2) as a mutual insurer without capital stock, the governing  body  of
which  is  elected by the member organizations of the industrial insured
group.
(c) The proposed incorporators shall submit to the superintendent  the
company's proposed charter, which shall contain:
(1)   the  corporation's  name,  which  shall  not  be  the  same  as,
deceptively similar to, or likely to be confused with  or  mistaken  for
any other existing business name registered in this state;
(2) the kind of insurance business to be transacted;
(3) the place where the principal office is to be located;
(4) the number of directors;
(5) the amount of its capital, if a stock corporation; and
(6)  any  other  particulars  necessary  to  explain the corporation's
objectives, management and control.
(d) The charter and any organization fee shall be transmitted  to  the
attorney general, who shall record the charter.
(e) The recorded charter shall be filed in the superintendent's office
and a certified copy shall be issued to the incorporators.
(f) The capital stock of a captive insurance company incorporated as a
stock insurer shall be issued at not less than par value.
(g) The board of directors of a captive insurance company incorporated
in  this  state  shall have at least three members, with at least two of
the members required to be residents of this state.
(h) The provisions of article seventy-one of this chapter shall  apply
in  determining  the  procedures  to  be  followed  by captive insurance
companies in carrying out any of  the  transactions  described  therein,
except  the  superintendent  may  waive  or  modify  the requirements in
accordance with rules or  regulations  which  the  superintendent  shall
adopt addressing such categories of transactions.
(i)  The  articles  of  incorporation or bylaws of a captive insurance
company shall authorize a quorum of a board of directors to  consist  of
no fewer than one-third of the fixed number of directors.