reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.533 - Statement of acquisition.

Not later than the 30th day after consummation of an activity described in ORS 732.521 (1), the acquiring party shall submit to the Director of the Department of Consumer and Business Services a statement that the activity has been consummated. The statement must be made under the oath of the presiding officer of the board of directors of the acquiring party. [1993 c.447 §33]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.536 - Compliance with foreign or alien laws.

(1) The action taken by any foreign or alien insurer or other party to the proposed activity described in ORS 732.521 (1) must be authorized by the laws of the state, country or province under which it is incorporated or organized, and each foreign or alien insurer or other party must satisfy and comply with any applicable laws thereof and with the provisions of its articles of incorporation and bylaws.
(2) If a foreign or alien insurer or other party to the proposed activity is to be the acquiring, surviving, resulting or continuing insurer, it must qualify for and receive a certificate of authority to transact insurance in this state. [Formerly 732.560]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.539 - Notification of acquisition; confidentiality; order; rules; required information; waiting period.

(1)(a) A person that proposes to acquire another person, or the person that would be subject to the acquisition, must notify the Director of the Department of Consumer and Business Services and wait for the period of time specified in subsection (3) of this section before completing the acquisition. The director shall treat a notice and information that a person submits in accordance with this section as confidential and as exempt from disclosure under ORS 192.311 to 192.478.
(b) A person that completes an acquisition without notifying the director as provided in this subsection may be subject to an order from the director under ORS 732.544.
(2) The director by rule shall prescribe the form and content of the notice that a person must submit under subsection (1) of this section and, in prescribing the form and content of the notice, shall consider the form and content of the notice that the National Association of Insurance Commissioners prescribes for markets in which, under ORS 732.537 (2), completing an acquisition requires submitting a notice under this section. The director may require any additional information the director deems necessary to determine under ORS 732.542 whether the acquisition may substantially diminish competition in a line of insurance in this state or may tend to create a monopoly. The additional information may include an opinion from an economist that assesses what competitive impact the acquisition may have in this state. A person that submits an economist’s opinion under this subsection shall also submit a summary of the economist’s education and experience that reflect the economist’s ability to render an informed opinion.
(3)(a) A person may not proceed with an acquisition until 30 days after the director receives the notice under subsection (1) of this section, unless the director permits the acquisition to proceed earlier.
(b) During the period of time described in paragraph (a) of this subsection, the director may, only once, require the person to submit additional information related to the acquisition. If the director requires additional information, the person may not proceed with the acquisition until 30 days after the director receives the additional information, unless the director permits the acquisition to proceed earlier. [2013 c.370 §6]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.540

[1967 c.359 §201; 1979 c.562 §32; 1983 c.498 §11; 1993 c.447 §31; renumbered 732.528 in 1993]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.541 - Jurisdiction over person obtaining or attempting to obtain control.

The courts of this state are vested with jurisdiction over every person not resident, domiciled or authorized to do business in this state who is required to file a statement with the Director of the Department of Consumer and Business Services under ORS 732.523 and over all actions involving such a person arising out of violations of ORS 732.517 to 732.546. Each such person shall be considered to have appointed the director for the purpose of service of process. [Formerly 732.580]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.544 - Director’s order; effect; requirements for issuing; penalties.

(1)(a) The Director of the Department of Consumer and Business Services may issue an order with the effect described in paragraph (b) of this subsection if the director determines that an acquisition may substantially diminish competition in a line of insurance in this state or may tend to create a monopoly or if the director determines that a party to an acquisition has violated a provision of ORS 732.539. The director shall issue the order together with findings of fact and conclusions of law that support the order.
(b) An order issued under paragraph (a) of this subsection may:
(A) Require an insurer to cease and desist from transacting insurance in this state in the line of insurance the director identifies in the director’s determination under paragraph (a) of this subsection; or
(B) Deny an application from an insurer for a certificate of authority to transact insurance in this state.
(2) The director may not issue an order under subsection (1) of this section unless the director:
(a) Provides a hearing to the person that will be subject to the order;
(b) Notifies the person of the impending order and the hearing within 30 days after the date on which the person submitted the notice described in ORS 732.539 and not less than 15 days before the date of the hearing; and
(c) Completes the hearing and issues the order not later than 60 days after the date on which the person submitted the notice described in ORS 732.539.
(3) An order issued under subsection (1) of this section does not apply if an acquisition that is the subject of the order does not proceed.
(4) A person that violates an order issued under subsection (1) of this section may be subject to:
(a) A civil penalty under ORS 731.988; or
(b) A suspension or revocation of the person’s certificate of authority.
(5) Notwithstanding ORS 732.547 (4), ORS 732.547 (2) and (3) and 732.588 do not apply to an acquisition concerning which the director has issued an order under subsection (1) of this section. [2013 c.370 §8]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.546 - Severability.

If any provision of ORS 732.517 to 732.546 or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of ORS 732.517 to 732.546 which can be given effect without the invalid provision or application, and to this end the provisions of ORS 732.517 to 732.546 are declared to be severable. [Formerly 732.595]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.549 - Subsidiaries.

(1) A domestic insurer, either by itself or in cooperation with one or more persons, may organize or acquire one or more subsidiaries engaged only in one or more of the kinds of business described in ORS 733.635.
(2) If an insurer ceases to control a subsidiary, the insurer must dispose of any investment in the subsidiary made pursuant to this section within three years after the time of the cessation of control or within such further time as the Director of the Department of Consumer and Business Services may prescribe, unless at any time after the investment was made, the investment meets the requirements for investment under any other provision of the Insurance Code and the insurer has notified the director of that fact. [1993 c.447 §24]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.551 - Registration of insurer members of holding company systems.

(1) Every authorized insurer that is a member of an insurance holding company system shall register with the Director of the Department of Consumer and Business Services as provided in this section. A foreign insurer need not register if the foreign insurer is subject to registration requirements and standards adopted by statute or rule in the jurisdiction of its domicile that are substantially similar to those contained in:
(a) This section, ORS 732.552, 732.553 and 732.554;
(b) ORS 732.574 (1), 732.576 and 732.582; and
(c) ORS 732.574 (2) or a provision that requires each registered insurer to keep current the information required to be disclosed in its registration statement by reporting all material changes or additions not later than 15 days after the end of the month in which it learns of each such change or addition.
(2) An insurer that is subject to registration under this section shall register not later than 15 days after the date the insurer becomes subject to registration, and annually thereafter on or before April 30 for the previous calendar year, unless the director for good cause shown extends the time for registration, and then within such extended time. The director may require any authorized insurer that is a member of a holding company system and is not subject to registration under this section to furnish a copy of the registration statement, the summary required in ORS 732.552 or other information filed by the insurer with the insurance regulatory authority of its domiciliary jurisdiction. [Formerly 732.615]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.553 - Certain information not required to be disclosed.

Information that is not material for the purposes of registration under ORS 732.517 to 732.596 need not be disclosed on the registration statement filed pursuant to ORS 732.552. Unless the Director of the Department of Consumer and Business Services by rule or order provides otherwise, sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of one percent or less of an insurer’s admitted assets as of the December 31 next preceding the date of the registration statement or amendment shall not be deemed material for purposes of registration under ORS 732.517 to 732.596. [Formerly 732.635]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.554 - Changes in registration information; reports of distributions to shareholders.

Each registered insurer shall keep current the information required to be disclosed on its registration statement by reporting all material changes or additions on amendment forms prescribed by the Director of the Department of Consumer and Business Services within 15 days after the end of the month in which the insurer learns of each such change or addition. However, except as provided in ORS 732.576, each registered insurer shall so report all dividends and other distributions to shareholders within five business days following the declaration thereof and not less than 10 business days prior to payment of the dividends and distributions, commencing from the date of receipt of the report by the director. [Formerly 732.645]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.556 - Requirement that certain persons provide information to insurers.

Any person within an insurance holding company system subject to registration shall provide complete and accurate information to an insurer when such information is necessary to enable the insurer to comply with the registration requirements of ORS 732.517 to 732.596. [1993 c.447 §41]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.558 - Termination of registration by director.

The Director of the Department of Consumer and Business Services shall terminate the registration of any insurer which demonstrates that it no longer is a member of an insurance holding company system. [Formerly 732.655]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.564 - Registration for affiliated insurers.

The Director of the Department of Consumer and Business Services may allow an authorized insurer that is part of an insurance holding company system to register on behalf of an affiliated insurer that is required to register under ORS 732.551 and to file all information and material required to be filed under the registration requirements of ORS 732.517 to 732.596. [Formerly 732.675]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.566 - Exemption from ORS 732.517 to 732.596 by director.

(1) The registration requirements of ORS 732.517 to 732.596 do not apply to any insurer, information or transaction the Director of the Department of Consumer and Business Services exempts by rule or order.
(2) ORS 732.521, 732.523, 732.526 and 732.528 do not apply to a transaction that is subject to the provisions of ORS 732.517 to 732.546 that relate to a merger or consolidation between or among two or more insurers. [Formerly 732.685; 2013 c.370 §24]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.567 - Presumption of control; rebuttal; hearing.

The Director of the Department of Consumer and Business Services shall presume that a person controls another person if the person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the voting securities of the other person. A person may rebut this presumption with a showing in the manner provided under ORS 732.568 that control does not exist in fact. The director may determine, after giving persons that have an interest in the director’s determination notice and opportunity to be heard and after making specific findings of fact to support the determination, that control exists in fact, notwithstanding the absence of a presumption that control exists in fact. [2013 c.370 §12]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.568 - Disclaimer of affiliation; contents; subsequent duty to register; disallowance of disclaimers by director.

(1) Any person, insurer or member of an insurance holding company system may file with the Director of the Department of Consumer and Business Services a disclaimer of affiliation with any authorized insurer. The disclaimer must fully disclose all material relationships and bases for affiliation between the person, insurer or member and the insurer to which the disclaimer of affiliation applies, as well as the basis for disclaiming the affiliation.
(2) After the person, insurer or member files a disclaimer, the person, insurer or member and the insurer to which the disclaimer applies are relieved of any duty to register or report under ORS 732.517 to 732.596 that may arise out of the insurer’s relationship with the person, insurer or member of the insurance holding company system that filed the disclaimer unless the director disallows the disclaimer.
(3) A disclaimer that the person, insurer or member of the insurance holding company system files under this section is effective unless within 30 days after the director receives the disclaimer the director notifies the person, the insurer or the member of the insurance holding company system that director has disallowed the disclaimer.
(4) The director shall grant a hearing if the person, insurer or member of an insurance holding company system that filed the disclaimer requests a hearing. [Formerly 732.695; 2013 c.370 §25]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.569 - Annual enterprise risk report; contents; rules.

Every insurer that must register with the Director of the Department of Consumer and Business Services under ORS 732.551 shall file an enterprise risk report each year. The enterprise risk report must identify, to the best of the insurer’s knowledge and belief, the material risks within the insurance holding company system of which the insurer is a part that could pose enterprise risk to the insurer. The insurer shall file the enterprise risk report with the chief insurance regulatory official in the state that the director determines is the lead state for the insurance holding company system of which the insurer is a part. The director shall make the determination in accordance with procedures the director adopts by rule after considering procedures set forth in a Financial Analysis Handbook that the National Association of Insurance Commissioners has adopted. [2013 c.370 §10]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.571 - Supervisory college for domestic insurer; purpose; director’s powers; payment of expenses.

(1)(a) The Director of the Department of Consumer and Business Services may establish or participate in a temporary or a permanent supervisory college for any domestic insurer that is:
(A) Registered under ORS 732.551; and
(B) Part of an insurance holding company system that has international operations.
(b) The director may establish or participate in a supervisory college in order to:
(A) Ensure that the insurer complies with the Insurance Code;
(B) Assess the insurer’s:
(i) Financial, legal and regulatory position;
(ii) Risk exposure and risk management; or
(iii) Governance processes; or
(C) Examine an individual insurer under ORS 732.584.
(c) The director may participate in a supervisory college with state, federal, international or other regulatory agencies that supervise the insurer or the insurer’s affiliates.
(2)(a) As part of the director’s establishment of or participation in a supervisory college, the director may:
(A) Specify criteria under which other regulatory agencies may become members of and participate in the supervisory college;
(B) Specify the functions of the supervisory college and the roles that other regulatory agencies will undertake in the supervisory college;
(C) Establish a leader among the regulatory agencies that participate in the supervisory college;
(D) Plan meetings and supervisory actions, specify processes for sharing information and otherwise coordinate the activities of the supervisory college;
(E) Draft a crisis management plan;
(F) Determine how long the director will participate in any supervisory college; and
(G) Take other actions that are necessary to participate in or facilitate a supervisory college’s operations.
(b) The director may enter into agreements with other regulatory agencies under ORS 705.137 for any of the purposes identified in paragraph (a) of this subsection.
(3) An insurer that is registered under ORS 732.517 to 732.596 is liable to and shall pay to the director a reasonable amount that is equal to the expenses, including reasonable travel expenses, that the director incurs as a result of the director’s participation in a supervisory college under this section. The director may assess the insurer regularly in order to pay the expenses.
(4) This section does not delegate to a supervisory college the director’s authority within this state to regulate or supervise an insurer or the insurer’s affiliates. [2013 c.370 §11]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.572 - Rulemaking authority for ORS 732.517 to 732.596.

The Director of the Department of Consumer and Business Services may adopt rules to carry out ORS 732.517 to 732.596. [Formerly 732.705]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.582 - Determination of reasonableness and adequacy of capital and surplus.

For purposes of ORS 732.517 to 732.596, in order to determine whether the combined capital and surplus is reasonable in relation to the outstanding liabilities of the insurer and adequate to its financial needs, the Director of the Department of Consumer and Business Services must consider at least the applicable factors stated in ORS 731.554 for determining the reasonableness and adequacy of the insurer’s capital and surplus. [1993 c.447 §50]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.584 - Examinations; penalty; costs.

(1)(a) In addition to other powers that the Director of the Department of Consumer and Business Services has under the Insurance Code to examine and investigate insurers, the director may also order any insurer registered under ORS 732.517 to 732.596 to produce books, records, accounts, papers, documents and computer and other recordings the insurer or the insurer’s affiliates have that are necessary for the director to ascertain the insurer’s financial condition or to determine the insurer’s compliance with the Insurance Code. If the insurer fails to comply with the director’s order, the director may examine the affiliates to obtain the information the director requires.
(b) In examining the insurer’s financial condition, the director may determine the extent to which the person that controls the insurer, the insurance holding company system or an entity within the insurance holding company system may cause enterprise risk to the insurer.
(c) In determining compliance with the Insurance Code, the director may order an insurer that is registered under ORS 732.517 to 732.596 to produce information the insurer does not possess but to which the insurer might have access by reason of a contractual relationship or a statutory obligation or by other means. If the insurer cannot obtain the information the director requires, the insurer shall provide the director with a detailed explanation of the reason the insurer cannot obtain the information and shall identify the person that possesses the information. If the director finds that the insurer’s explanation is without merit, the director may impose a civil penalty on the insurer under ORS 731.988 or may suspend or revoke the insurer’s certificate of authority.
(2) ORS 731.302 (2) applies to an examination the director conducts under subsection (1) of this section, and an insurer shall otherwise pay the costs of an examination of the insurer under this section as provided in ORS 731.316. [1993 c.447 §51; 2013 c.370 §29]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.586 - Confidentiality of information; permitted disclosures.

(1) All information, documents and copies of information or documents obtained by or disclosed to the Director of the Department of Consumer and Business Services or any other person in the course of an examination or investigation under ORS 732.584 are subject to the provisions of ORS 731.312.
(2) All information reported in accordance with ORS 732.552, 732.554, 732.574 and 732.576 is confidential and may not be made public except as provided in this subsection. The director may disclose reported information only as provided in ORS 705.137 or only if:
(a) The director obtains the prior written consent of the insurer to which the reported information pertains; or
(b) The director, after giving the insurer and the insurer’s affiliates that would be affected by the disclosure notice and opportunity to be heard, determines that disclosing the information will serve the interest of policyholders, shareholders or the public. If the director determines that disclosing the information will serve one or more of such interests, the director may publish all or any part of the information in any manner that the director determines is appropriate.
(3) The director’s sharing of information under ORS 732.517 to 732.596 does not delegate regulatory or rulemaking authority. The director is solely responsible for administering, executing and enforcing ORS 732.517 to 732.596. [1993 c.447 §52; 2001 c.377 §11; 2013 c.370 §30; 2015 c.547 §21]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.588 - Supervision, rehabilitation or liquidation.

(1) If the Director of the Department of Consumer and Business Services determines that a person’s violation of any provision of ORS 732.517 to 732.596 so impairs the financial condition of a domestic insurer as to threaten insolvency or makes the insurer’s further transaction of business hazardous to the insurer’s policyholders, creditors, shareholders or the public, the director may place the insurer under supervision or in rehabilitation or liquidation as provided in ORS chapter 734.
(2) If the director determines that a person’s violation of ORS 732.521, 732.523, 732.526, 732.541 or 732.566 prevents the director from fully understanding the enterprise risk that an insurance holding company system or an affiliate of an insurer presents to the insurer, the director may, on the basis of the violation, disapprove a dividend or distribution and may place the insurer under supervision as provided in subsection (1) of this section.
(3) If the director places an insurer under supervision as provided in ORS chapter 734 and the insurer engages in transactions within an insurance holding company system as provided in ORS 732.574, the director retains authority over the insurer’s operations and over transactions in which the insurer engages within an insurance holding company system of which the insurer is a member. [1993 c.447 §53; 2013 c.370 §31; 2017 c.479 §12]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.596 - Request by insurance holding company system for determination or acknowledgement of group-wide supervisor.

An insurance holding company system that is not an internationally active insurance group may request that the Director of the Department of Consumer and Business Services determine or acknowledge a group-wide supervisor for the insurance holding company system in accordance with ORS 732.594. [2017 c.479 §3]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.602 - Intent of ORS 732.600 to 732.630.

ORS 732.600 to 732.630 are intended to enable a domestic mutual insurer, to the extent consistent with the interests of its members and the insurance buying public, to:
(1) Adopt any other type of organizational structure, including a stock insurer, stock holding company or mutual holding company, that enhances its financial strength and flexibility; and
(2) Support long-term growth through creative internal strategies, mergers and acquisitions. [1997 c.771 §17]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.604 - Permissible actions of domestic mutual insurer; rules.

(1) A domestic mutual insurer may engage in either of the following actions:
(a) A conversion to a domestic stock insurer; or
(b) A reorganization in which the domestic mutual insurer is converted to a domestic stock insurer; and
(A) A mutual holding company is organized; or
(B) A stock holding company is organized.
(2) A mutual holding company may restructure into a stock holding company, as provided in ORS 732.622 and 732.624.
(3) A reorganization involving the organization of a mutual holding company also may include the organization of an intermediate stock holding company and any other corporation that is permitted to be organized under ORS 732.600 to 732.630. A reorganization involving the organization of a stock holding company also may include the organization of any other corporation that is permitted to be organized under ORS 732.600 to 732.630.
(4) The Director of the Department of Consumer and Business Services may adopt rules for any of the following purposes:
(a) Implementing ORS 732.600 to 732.630.
(b) Ensuring full and proper review of any action described in ORS 732.600 to 732.630.
(c) Protecting the rights of policyholders, members and the insurance-buying public with respect to a conversion, reorganization or restructuring. [1997 c.771 §3]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.608 - Waiver of requirements of ORS 732.606.

The Director of the Department of Consumer and Business Services may waive the requirements of ORS 732.606 if:
(1) The director determines that a domestic mutual insurer is in hazardous financial condition according to standards established under ORS 731.385 or if a rehabilitation or liquidation proceeding or an administrative supervision proceeding has been instituted against the insurer; and
(2) The director determines that the transfer of the policies is in the best interests of the policyholders. [1997 c.771 §16]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.611 - Eligible member of domestic mutual insurer or mutual holding company; record date.

(1)(a) A member is an eligible member of a domestic mutual insurer for purposes of ORS 732.600 to 732.630 if the member’s policy is in force as of the record date for a plan of conversion or reorganization.
(b) For purposes of this subsection, the record date is the date on which the mutual insurer’s board of directors adopts the plan of conversion or reorganization or on some other date that the plan specifies as the record date and that the Director of the Department of Consumer and Business Services approves.
(2)(a) A member is an eligible member of a mutual holding company for purposes of ORS 732.622 and 732.624 if the member’s policy is in force as of the record date for a plan of restructuring.
(b) For purposes of this subsection, the record date is the date on which the mutual holding company’s board of directors adopts the plan of restructuring or on another date the plan specifies as the record date and that the director approves. [2013 c.370 §14]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.614 - Effect of conversion.

(1) Upon the effective date of a conversion, the membership interests of all members of the converting mutual insurer, whether or not eligible members, shall be extinguished, and the eligible members of the converting mutual insurer shall be entitled to receive the consideration described in ORS 732.612 in accordance with the plan.
(2) A converting mutual insurer becomes a stock insurer on the effective date of the conversion. The amended or restated articles of incorporation of the converting mutual insurer shall be filed with the Director of the Department of Consumer and Business Services and shall become effective on the effective date of the conversion. The certificate of authority of the converting mutual insurer shall be amended by the director on the effective date of the conversion.
(3) A converted stock insurer continues the corporate existence of the converting mutual insurer. Except as provided in the plan, the conversion does not annul, modify or change any existing license or other authority or any of the existing civil actions, rights, contracts or liabilities of the converting mutual insurer. All property, debts and choses in action and every other interest belonging to the converting mutual insurer before the conversion are retained by the converted stock insurer without further action needed. On and after the effective date of the conversion, the converted stock insurer shall exercise all rights and powers and perform all duties conferred or imposed by law upon insurers writing the classes of insurance written by the converted stock insurer, shall retain the rights and contracts of the converting mutual insurer existing immediately before the conversion and shall be subject to all obligations and liabilities of the converting mutual insurer existing immediately before the conversion, subject to the terms of the plan.
(4) Notwithstanding subsections (2) and (3) of this section, the conversion may be carried out through any other method described in the plan and approved by the director.
(5) Unless otherwise specified in the plan, the directors and officers of the converting mutual insurer shall serve as directors and officers of the converted stock insurer until new directors and officers are elected.
(6) The provisions of this section apply to the conversion of the converting mutual insurer whether or not the conversion is part of a reorganization. [1997 c.771 §7]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.616 - Reorganization involving organization of stock holding company; subsidiaries.

(1) Upon the effective date of a reorganization involving the organization of a stock holding company, the membership interests of all members of the converting mutual insurer, whether or not eligible members, shall be extinguished, and the eligible members of the converting mutual insurer shall be entitled to receive the consideration described in ORS 732.612 in accordance with the plan.
(2) The stock holding company and any direct or indirect subsidiary of the stock holding company shall be organized at the time or times set forth in the plan.
(3) As part of the plan of reorganization or in a separate transaction after the effective date of the reorganization, a stock holding company may organize one or more direct or indirect subsidiaries to conduct noninsurance business or businesses. The subsidiaries may be affiliated with the converted stock insurer or any direct or indirect parent corporation of the converted stock insurer.
(4) Shares of capital stock or other securities of the converted stock insurer, the stock holding company or any direct or indirect subsidiary of the stock holding company may be issued or sold in accordance with the plan or after the effective date of the reorganization.
(5) Unless otherwise specified in the plan, the directors and officers of the converting mutual insurer shall serve as directors and officers of the stock holding company and any direct or indirect subsidiary of the stock holding company until new directors and officers are elected.
(6) The Director of the Department of Consumer and Business Services retains jurisdiction over the stock holding company and any direct or indirect subsidiary of the stock holding company as provided in this section and as provided in ORS 732.517 to 732.596. [1997 c.771 §8]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.628 - Limitations on ownership of shares in companies resulting from conversion, reorganization or restructuring.

(1) For a period of three years following the effective date of a conversion, reorganization or restructuring, unless authorized by the Director of the Department of Consumer and Business Services, the directors, officers and employees of the converted stock insurer, any stock holding company, any mutual holding company or any subsidiary of a stock holding company or mutual holding company collectively shall not own, whether directly or indirectly, more than 25 percent of all outstanding shares issued by the converted stock insurer, any stock holding company or any subsidiary of a stock holding company or mutual holding company.
(2) Except as otherwise provided in ORS 732.600 to 732.630, neither a person nor a group of persons acting in concert may acquire, through public offering, exchange or subscription rights or otherwise, more than five percent of the shares of capital stock of the converted stock insurer, any stock holding company or any subsidiary of a stock holding company or mutual holding company for a period of five years from the effective date of the conversion, reorganization or restructuring except with the approval of the director.
(3) If the plan so provides and not otherwise, directors and officers of the converting mutual insurer, the converted stock insurer, any stock holding company or any subsidiary of a stock holding company or mutual holding company may, within the six-month period following the effective date of the conversion, reorganization or restructuring, purchase or acquire shares of capital stock or other securities of an issuer offered pursuant to the plan. [1997 c.771 §14]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.630 - Dissenters’ rights; action challenging validity of conversion, reorganization or restructuring.

(1) Dissenters’ rights provided in ORS 60.551 to 60.594 are not available to any member, whether or not eligible, of a converting mutual insurer or a restructuring mutual holding company.
(2) An action challenging the validity of or arising from the conversion, reorganization or restructuring or other acts taken or proposed to be taken under the plan or ORS 732.600 to 732.630 must be commenced not later than the 60th day after the effective date of the conversion, reorganization or restructuring or other acts so taken and may be pursued only if they are unlawful or fraudulent. There shall be a rebuttable presumption that any act set forth in an order of the Director of the Department of Consumer and Business Services is lawful. [1997 c.771 §15]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.650 - Definitions.

As used in ORS 732.650 to 732.689:
(1) "Corporate governance annual disclosure" means a report that an insurer or insurance group files with the Director of the Department of Consumer and Business Services in accordance with ORS 732.680 and 732.683.
(2) "Insurance group" means insurers and affiliates within an insurance holding company system, as defined in ORS 732.548.
(3) "Insurer" has the meaning given that term in ORS 732.548.
(4) "Own risk and solvency assessment" means a confidential internal assessment of the material and relevant risks associated with an insurer’s or insurance group’s business plan and of the sufficiency of capital resources to support the business plan that the insurer or insurance group conducts and that is appropriate for the nature, scale and complexity of the insurer or insurance group.
(5) "Own Risk and Solvency Assessment Guidance Manual" means the Own Risk and Solvency Assessment Guidance Manual that the National Association of Insurance Commissioners develops and adopts and that the Director of the Department of Consumer and Business Services by rule or order designates as guidance and standards for completing an own risk and solvency assessment.
(6) "Own risk and solvency assessment summary report" means a confidential high-level summary of an insurer’s or insurance group’s own risk and solvency assessment. [2015 c.547 §2; 2017 c.479 §14]
Note:
732.650 to 732.689 were added to and made a part of the Insurance Code by legislative action but were not added to ORS chapter 732 or any series therein. See Preface to Oregon Revised Statutes for further explanation.
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.653 - Scope; requirements and guidance.

(1) ORS 732.650 to 732.689 provide:
(a) Requirements for maintaining a risk management framework and completing an own risk and solvency assessment; and
(b) Guidance and instructions for filing an own risk and solvency assessment summary report with the Director of the Department of Consumer and Business Services.
(2) ORS 732.650 to 732.689 apply to all insurers domiciled in this state unless an insurer is exempt under ORS 732.666. [2015 c.547 §3]
Note:
See note under 732.650.
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.656 - Risk management framework.

An insurer shall maintain a risk management framework to assist the insurer with identifying, assessing, monitoring, managing and reporting on the insurer’s material and relevant risks. The insurer satisfies this requirement if the insurance group of which the insurer is a member maintains a risk management framework applicable to the operations of the insurer. [2015 c.547 §4]
Note:
See note under 732.650.
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.659 - Own risk and solvency assessment in accordance with manual.

(1) Subject to the provisions of ORS 732.666, an insurer, or the insurance group of which the insurer is a member, shall use a process that is comparable to the process described in the Own Risk and Solvency Assessment Guidance Manual to regularly conduct an own risk and solvency assessment. The insurer, or the insurance group of which the insurer is a member, shall conduct the assessment at least annually but also at any time when significant changes occur in the risk profile of the insurer or insurance group.
(2) A change in the Own Risk and Solvency Assessment Guidance Manual takes effect on a date that the Director of the Department of Consumer and Business Services specifies. [2015 c.547 §5]
Note:
See note under 732.650.
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.662 - Own risk and solvency summary report; attestation.

(1) At the request of the Director of the Department of Consumer and Business Services, and not more than once each year, an insurer shall submit to the director an own risk and solvency assessment summary report, or any combination of reports that together contain the information described in the Own Risk and Solvency Assessment Guidance Manual, for the insurer or the insurance group of which the insurer is a member. If the insurer is a member of an insurance group and the director is the lead state director for the insurance group, the insurer shall submit the own risk and solvency assessment summary report or combination of reports without waiting for a request from the director.
(2) The insurer’s or insurance group’s chief risk officer, or another executive who has responsibility for overseeing the insurer’s or insurance group’s enterprise risk management process, shall attest in a signed statement in the own risk and solvency assessment summary report that to the best of the officer’s or executive’s belief and knowledge the insurer applies the enterprise risk management process described in the insurer’s own risk and solvency assessment summary report and that a copy of the report has been provided to the insurer’s board of directors or an appropriate committee of the board of directors.
(3) An insurer may comply with subsection (1) of this section by providing the most recent and substantially similar report that the insurer or another member of an insurance group of which the insurer is a member provided to the director of another state or to a supervisor or regulator of a foreign jurisdiction, if the report provides information that is comparable to the information described in the Own Risk and Solvency Assessment Guidance Manual. An insurer that submits a report that is written in a language other than English must accompany the report with a translation of the report into the English language.
(4) An insurer that must submit a report under this section shall submit the report in accordance with a schedule the director establishes, unless the director for good cause shown extends the time for submitting the report. [2015 c.547 §6]
Note:
See note under 732.650.
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.669 - Documentation and supporting information; director’s review.

(1) Each insurer that must prepare an own risk and solvency assessment summary report shall prepare the report consistent with the current version of the Own Risk and Solvency Assessment Guidance Manual, subject to the requirements of subsection (2) of this section. The insurer shall maintain documentation and supporting information and make the documentation and supporting information available when the Director of the Department of Consumer and Business Services examines the insurer or at the director’s request.
(2) The director shall review an own risk and solvency assessment summary report, and make any additional requests for information, using procedures currently used in analyzing and examining multistate or global insurers and insurance groups. [2015 c.547 §8]
Note:
See note under 732.650.