2023 Tennessee Code › Title 56 - INSURANCE (§§ 56-1-101 — 56-61-125) › Chapter 11 - INSURANCE HOLDING COMPANIES AND RISK MANAGEMENT (§§ 56-11-101 — 56-11-210) › Part 1 - INSURANCE HOLDING COMPANY SYSTEM ACT OF 1986 (§§ 56-11-101 — 56-11-119) › Section 56-11-105 - Registration of insurers and health maintenance organizations - Statements - Disclaimer of affiliation

(a)
(1)
Registration.
Every insurer and every health maintenance organization that is authorized to do business in this state and that is a member of an insurance holding company system or health maintenance organization holding company system shall register with the commissioner, except a foreign insurer subject to registration requirements and standards adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to those contained in:
(A)
This section;
(B)
§
56-11-106(a)(1), (b), (d)
; and
(C)
Either §
56-11-106(a)(2)
or a provision such as the following: Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions within fifteen (15) days after the end of the month in which it learns of each change or addition.
(2)
Any insurer or health maintenance organization that is subject to registration under this section shall register within fifteen (15) days after it becomes subject to registration, and annually thereafter by April 30 of each year for the previous calendar year, unless the commissioner for good cause shown extends the time for registration, and then within the extended time. The commissioner may require any insurer or health maintenance organization authorized to do business in the state which is a member of an insurance or health maintenance organization holding company system that is not subject to registration under this section to furnish a copy of the registration statement, the summary specified in §
56-11-105(c)
, or other information filed by the insurance company or health maintenance organization with the insurance or health maintenance organization regulatory authority of its domiciliary jurisdiction.
(b)
Information and Form Required.
Every insurer and every health maintenance organization subject to registration shall file the registration statement on a form prescribed by the National Association of Insurance Commissioners, which shall contain the following current information:
(1)
The capital structure, general financial condition, ownership and management of the insurer or health maintenance organization and any person controlling the insurer or health maintenance organization;
(2)
The identity and relationship of every member of the insurance holding company system or health maintenance organization holding company system;
(3)
The following agreements in force, and transactions currently outstanding or that have occurred during the last calendar year between the insurer or health maintenance organization and its affiliates:
(A)
Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or health maintenance organization, or of the insurer or health maintenance organization by its affiliates;
(B)
Purchases, sales, or exchange of assets;
(C)
Transactions not in the ordinary course of business;
(D)
Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the insurer's or the health maintenance organization's assets to liability, other than insurance or provider or enrollee contracts entered into in the ordinary course of the insurer's or health maintenance organization's business;
(E)
All management agreements, service contracts and all cost-sharing arrangements;
(F)
Reinsurance agreements;
(G)
Dividends and other distributions to shareholders; and
(H)
Consolidated tax allocation agreements;
(4)
Any pledge of the insurer's or the health maintenance organization's stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system or health maintenance organization holding company system;
(5)
If requested by the commissioner, the insurer or health maintenance organization shall include financial statements of, or within an insurance or health maintenance organization holding company system, including all affiliates. Financial statements may include, but are not limited to, annual audited financial statements filed with the U.S. Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer or health maintenance organization required to file financial statements pursuant to this subdivision (b)(5) may satisfy the request by providing the commissioner with the most recently filed parent corporation financial statements that have been filed with the SEC;
(6)
Other matters concerning transactions between registered insurers or registered health maintenance organizations and any affiliates as may be included from time to time in any registration forms adopted or approved by the commissioner;
(7)
Statements that the insurer's or health maintenance organization's board of directors oversees corporate governance and internal controls and that the insurer's or health maintenance organization's officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; and
(8)
Any other information required by the commissioner by rule or regulation.
(c)
Summary of Registration Statement.
All registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement.
(d)
Materiality.
No information need be disclosed on the registration statement filed pursuant to subsection (b) if the information is not material for the purposes of this section. Unless the commissioner by rule, regulation or order provides otherwise, sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent (0.5%) or less of an insurer's or health maintenance organization's admitted assets as of December 31 next preceding, shall not be deemed material for purposes of this section.
(e)
Reporting of Dividends to Shareholders.
Subject to §
56-11-106(b)
, each registered insurer and each registered health maintenance organization shall report to the commissioner, for informational purposes, all dividends and other distributions to shareholders within five (5) business days following the declaration thereof, and at least ten (10) days prior to their payment. The commissioner shall promulgate rules that establish procedures to:
(1)
Consider promptly the informational prepayment notices and the standards set forth in §
56-11-106(b)
; and
(2)
Review annually all ordinary dividends within the preceding twelve (12) months.
(f)
Information of Insurers.
Any person within an insurance holding company system or health maintenance organization holding company system subject to registration shall be required to provide complete and accurate information to an insurer or health maintenance organization, where the information is reasonably necessary to enable the insurer or health maintenance organization to comply with this part.
(g)
Termination of Registration.
The commissioner shall terminate the registration of any insurer or health maintenance organization that demonstrates that it no longer is a member of an insurance holding company system or health maintenance organization holding company system.
(h)
Consolidated Filing.
The commissioner may require or allow two (2) or more affiliated insurers or two (2) or more affiliated health maintenance organizations subject to registration under this section to file a consolidated registration statement.
(i)
Alternative Registration.
The commissioner may allow an insurer or health maintenance organization that is authorized to do business in this state and that is part of an insurance holding company system or health maintenance organization holding company system to register on behalf of any affiliated insurer or health maintenance organization that is required to register under subsection (a) and to file all information and material required to be filed under this section.
(j)
Exemptions.
This section does not apply to any insurer, health maintenance organization, information or transaction if, and to the extent that, the commissioner by rule, regulation, or order may exempt the same from this section.
(k)
Disclaimer.
Any person may file with the commissioner a disclaimer of affiliation with any authorized insurer or health maintenance organization or such a disclaimer may be filed by the insurer or health maintenance organization or any member of any insurance holding company system or health maintenance organization holding company system. The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and the insurer or health maintenance organization as well as the basis for disclaiming the affiliation. A disclaimer of affiliation shall be deemed to have been granted unless the commissioner, within thirty (30) days following receipt of a complete disclaimer, notifies the filing party the disclaimer is disallowed. In the event of disallowance, the disclaiming party may request an administrative hearing, which shall be granted. The disclaiming party shall be relieved of any duty to register or report under this section if approval of the disclaimer has been granted by the commissioner, or if the disclaimer is deemed to have been approved.
(l)
(1)
Enterprise Risk Filing.
The ultimate controlling person of every insurer subject to registration shall also file an annual enterprise risk report. The report must, to the best of the ultimate controlling person's knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. The report must be filed with the lead state commissioner of the insurance holding company system as determined by the procedures within the financial analysis handbook adopted by the NAIC.
(2)
Group Capital Calculation.
(A)
Except as otherwise provided in this subdivision (l)(2), the ultimate controlling person of an insurer subject to registration shall concurrently file with the registration an annual group capital calculation as directed by the lead state commissioner. The report must be completed in accordance with the NAIC group capital calculation instructions, which may permit the lead state commissioner to allow a controlling person who is not the ultimate controlling person to file the group capital calculation. The report must be filed with the lead state commissioner of the insurance holding company system as determined by the commissioner in accordance with the procedures within the financial analysis handbook adopted by the NAIC.
(B)
An insurance holding company system is exempt from filing the group capital calculation if the insurance holding company system is:
(i)
An insurance holding company system that has only one (1) insurer within its holding company structure, that only writes business in its domestic state, and that assumes no business from another insurer;
(ii)
An insurance holding company system that is required to perform a group capital calculation specified by the United States federal reserve board. The lead state commissioner shall request the calculation from the federal reserve board under the terms of information sharing agreements in effect. If the federal reserve board cannot share the calculation with the lead state commissioner, then the insurance holding company system is not exempt from the group capital calculation filing;
(iii)
An insurance holding company system whose non-United States group-wide supervisor is located within a reciprocal jurisdiction as described in §
56-2-208
that recognizes the United States state regulatory approach to group supervision and group capital; or
(iv)
An insurance holding company system:
(a)
That provides information to the lead state that meets the requirements for accreditation under the NAIC financial standards and accreditation program, either directly or indirectly through the group-wide supervisor, who has determined such information is satisfactory to allow the lead state to comply with the NAIC group supervision approach, as detailed in the NAIC financial analysis handbook; and
(b)
Whose non-United States group-wide supervisor who is not in a reciprocal jurisdiction recognizes and accepts, as specified by the commissioner in rule, the group capital calculation as the worldwide group capital assessment for United States insurance groups who operate in that jurisdiction.
(C)
Notwithstanding the provisions of subdivisions (l)(2)(B)(iii) and (l)(2)(B)(iv), the lead state commissioner shall require the group capital calculation for United States operations of a non-United States-based insurance holding company system where, after the necessary consultation with other supervisors or officials, it is deemed appropriate by the lead state commissioner for prudential oversight and solvency monitoring purposes or for ensuring the competitiveness of the insurance marketplace.
(D)
Notwithstanding the exemptions from filing the group capital calculation described in subdivisions (l)(2)(B)(i)-(iv), the lead state commissioner may exempt the ultimate controlling person from filing the annual group capital calculation or to accept a limited group capital filing or report in accordance with criteria as specified by the commissioner in rule.
(E)
If the lead state commissioner determines that an insurance holding company system no longer meets one (1) or more of the requirements for an exemption from filing the group capital calculation under subdivisions (l)(2)(B)(i)-(iv), then the insurance holding company system shall file the group capital calculation at the next annual filing date unless given an extension by the lead state commissioner based upon a showing of reasonable grounds for the extension, in the discretion of the lead state commissioner.
(3)
(A)
Liquidity Stress Test.
The ultimate controlling person of an insurer subject to registration and scoped into the NAIC liquidity stress test framework shall file the results of a specific year's liquidity stress test with the lead state insurance commissioner of the insurance holding company system as determined by the procedures within the financial analysis handbook adopted by the NAIC.
(B)
The NAIC liquidity stress test framework includes scope criteria applicable to a specific data year. The scope criteria are reviewed at least annually by the NAIC financial stability task force or its successor. A change to the NAIC liquidity stress test framework or to the data year for which the scope criteria are to be measured is effective on January 1 of the year following the calendar year when the change is adopted. An insurer that meets at least one (1) threshold of the scope criteria is considered scoped into the NAIC liquidity stress test framework for the specified data year unless the lead state insurance commissioner, in consultation with the NAIC financial stability task force or its successor, determines the insurer should not be scoped into the liquidity stress test framework for that data year. Similarly, an insurer that does not trigger at least one (1) threshold of the scope criteria is considered scoped out of the NAIC liquidity stress test framework for the specified data year, unless the lead state insurance commissioner, in consultation with the NAIC financial stability task force or its successor, determines the insurer should be scoped into the liquidity stress test framework for that data year.
(C)
To avoid an insurer being scoped in and out of the NAIC liquidity stress test framework on a frequent basis, the lead state insurance commissioner, in consultation with the financial stability task force or its successor, shall assess this concern as part of the determination for an insurer.
(D)
The performance and filing of the results from a specific data year's liquidity stress test must comply with the NAIC liquidity stress test framework's instructions and reporting templates for that data year and the lead state insurance commissioner determinations, in consultation with the NAIC financial stability task force or its successor, provided within the liquidity stress test framework.
(m)
Violations.
The failure to file a registration statement or any summary of the registration statement or enterprise risk filing required by this section within the time specified for the filing is a violation of this section.
Amended by 2023 Tenn. Acts, ch. 23, s 3, eff. 7/1/2023.
Amended by 2023 Tenn. Acts, ch. 23, s 2, eff. 7/1/2023.
Amended by 2016 Tenn. Acts, ch. 735, s 4, eff. 4/7/2016.
Amended by 2014 Tenn. Acts, ch. 583, s 13, eff. 3/28/2014.
Acts 1986, ch. 572, § 5; 1993, ch. 253, § 17; 1995, ch. 363, § 16; 2000, ch. 708, § 3d; 2001, ch. 118, § 2; T.C.A. §
56-11-205
.