reglab/statecodes huggingface dataset:
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter E. Acquisition Statement › Section 823.204. Plan for Future of Insurer

Sec. 823.204.  PLAN FOR FUTURE OF INSURER.  A statement required under Section 823.154 must contain:
(1)  any plan or proposal of the acquiring person to:
(A)  cause the insurer to pay dividends or make distributions;
(B)  liquidate the insurer;
(C)  sell any of the insurer's assets;
(D)  merge or consolidate the insurer with any person;
(E)  make any other material change in the insurer's business or corporate structure or management;  or
(F)  cause the insurer to enter into material agreements, arrangements, or transactions of any kind with any person;  and
(2)  any oral or written arrangement or agreement between the acquiring person or an affiliate of the acquiring person and the domestic insurer entered into during the 12 months preceding the date of the statement.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter E. Acquisition Statement › Section 823.206. Additional Information About Acquiring Organization

Sec. 823.206.  ADDITIONAL INFORMATION ABOUT ACQUIRING ORGANIZATION.  (a)  If the person required to file the statement under Section 823.154 is a partnership, limited partnership, syndicate, or other group, the commissioner may require that the information required for an individual under this subchapter be given with respect to:
(1)  each person who is a partner of the partnership or limited partnership or a member of the syndicate or group;  and
(2)  each person who controls a person described by Subdivision (1).
(b)  If the person required to file the statement under Section 823.154 or the person with respect to whom information is required under Subsection (a) is a corporation, the commissioner may require that:
(1)  the information required under this subchapter be given with respect to that corporation;  and
(2)  the information required for an individual under this subchapter be given with respect to:
(A)  each executive officer and director of that corporation;  and
(B)  each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of that corporation.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter E. Acquisition Statement › Section 823.207. Oath or Affirmation Required

Sec. 823.207.  OATH OR AFFIRMATION REQUIRED.  A statement required under Section 823.154 must be made under oath or affirmation.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.251. Definition

Sec. 823.251.  DEFINITION.  In this subchapter, "securities" includes common stock, preferred stock, and debt obligations.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.252. General Authority Relating to Affiliates

Sec. 823.252.  GENERAL AUTHORITY RELATING TO AFFILIATES.  A domestic insurer, by itself or in cooperation with one or more other persons, may organize, acquire, invest in, or make loans to one or more subsidiaries, and may loan to or invest in affiliates, as permitted by the provisions of this code governing investments.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.253. General Standard for Investment in Affiliate

Sec. 823.253.  GENERAL STANDARD FOR INVESTMENT IN AFFILIATE.  (a)  A domestic insurer may invest in the securities of one or more of the insurer's affiliates organized for any lawful purpose if:
(1)  the amounts invested under this subsection in the aggregate do not exceed the lesser of:
(A)  10 percent of the insurer's assets;  or
(B)  50 percent of the insurer's policyholders' surplus;  and
(2)  after investment under this subsection, the insurer's policyholders' surplus is reasonable in relation to the insurer's outstanding liabilities and adequate to the insurer's financial needs.
(b)  For purposes of computing the amount of the investments under this section:
(1)  investments in domestic or foreign insurance subsidiaries are excluded;  and
(2)  the following amounts are included:
(A)  the total net amount spent and the amount of obligations assumed to acquire or form a subsidiary, including all organizational expenses and contributions to capital and surplus of the subsidiary regardless of whether represented by the purchase of capital stock or issuance of other securities;  and
(B)  all amounts spent to acquire additional securities and all contributions to the capital or surplus of a subsidiary made after the acquisition or formation of the subsidiary.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.254. Standard for Investment in Affiliate by Insurer With Low Total Liabilities

Sec. 823.254.  STANDARD FOR INVESTMENT IN AFFILIATE BY INSURER WITH LOW TOTAL LIABILITIES.  If a domestic insurer's total liabilities, as computed for National Association of Insurance Commissioners annual statement purposes, are less than 10 percent of the insurer's assets, the insurer may invest any amount in the securities of one or more affiliates organized for any lawful purpose if after the investment, treating the investment as if it were a nonadmitted asset, the insurer's policyholders' surplus is reasonable in relation to the insurer's outstanding liabilities and adequate to its financial needs.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.255. Agreement of Affiliate to Limit Certain Investments

Sec. 823.255.  AGREEMENT OF AFFILIATE TO LIMIT CERTAIN INVESTMENTS.  (a)  A domestic insurer may invest any amount in the securities of one or more affiliates organized for any lawful purpose if each affiliate agrees to limit its investments in any particular asset so that the investments will not cause the amount of the total investment of the insurer to exceed the amount the insurer could have directly invested in that asset.
(b)  To compute the amount of the total investment of an insurer in an asset for purposes of Subsection (a), the following amounts are included:
(1)  any direct investment by the insurer in that asset;  and
(2)  the insurer's proportionate share of investment in that asset by any affiliate of the insurer.
(c)  To compute the insurer's proportionate share of investment under Subsection (b)(2), the amount of the affiliate's investment in the asset is multiplied by the percentage of the insurer's ownership of that affiliate.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.256. Commissioner's Approval of Investment

Sec. 823.256.  COMMISSIONER'S APPROVAL OF INVESTMENT.  With the prior approval of the commissioner, a domestic insurer may invest any amount in the securities of one or more affiliates if after the investment the insurer's policyholders' surplus is reasonable in relation to the insurer's outstanding liabilities and adequate to its financial needs.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.257. Determination Required Before Investment

Sec. 823.257.  DETERMINATION REQUIRED BEFORE INVESTMENT.  (a)  Whether an investment meets an applicable requirement of this subchapter shall be determined before the investment is made by applying that requirement as if the investment had been made.
(b)  In making the determination under Subsection (a):
(1)  the amount to be used for the total of previous investments in debt obligations is the principal balance outstanding on all of those obligations at the time of the determination;
(2)  the amount to be used for previous investments in equity securities is the sum of values of each previous investment as of the day the previous investment was made;  and
(3)  any return of capital invested, not including dividends, shall be subtracted.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.258. Disposition of Investment in Subsidiary After Cessation of Control

Sec. 823.258.  DISPOSITION OF INVESTMENT IN SUBSIDIARY AFTER CESSATION OF CONTROL.  (a)  An insurer that ceases to control a subsidiary shall dispose of any investment in the subsidiary made under this subchapter before the third anniversary of the date the insurer ceases to control the subsidiary, unless:
(1)  at any time after the investment is made the investment qualifies for investment under another provision of this code;  and
(2)  the insurer notifies the commissioner of that qualification.
(b)  The commissioner may extend the period under Subsection (a) during which disposition is required.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter F. Insurer's Loans to or Investment in Affiliate › Section 823.259. Exemption From Certain Limitations; Investment Authority Cumulative of Other Law

Sec. 823.259.  EXEMPTION FROM CERTAIN LIMITATIONS;  INVESTMENT AUTHORITY CUMULATIVE OF OTHER LAW.  (a)  An investment made under this subchapter is not subject to the restrictions and prohibitions relating to investments contained in this code other than those provided by Subchapter C.
(b)  Investments authorized by this subchapter are in addition to other investments permitted under this code for a domestic insurer.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.301. Scope of Subchapter

Sec. 823.301.  SCOPE OF SUBCHAPTER.  (a)  This subchapter applies only to the determination of the valuation for a financial statement of an investment by an insurer in an affiliate that is not an insurer.
(b)  This subchapter does not apply for determining the amount invested under Section 823.253.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.302. Bases for Determining Valuation

Sec. 823.302.  BASES FOR DETERMINING VALUATION.  Subject to this subchapter, the valuation of an investment to which this subchapter applies is the greater of:
(1)  the net shareholder equity value that the insurer owns in the affiliate adjusted, if the affiliate is a subsidiary, to include the value of only those assets of the subsidiary that would constitute lawful investments for the insurer if the assets were acquired or held directly by the insurer;  or
(2)  the amount determined using one of the following methods that is applicable for the affiliate in which the investment is made:
(A)  the net worth of the affiliate determined at the end of the affiliate's most recent fiscal year in accordance with generally accepted accounting principles and reported in the financial statements of the affiliate for that fiscal year that were audited by an independent certified public accountant in accordance with generally accepted auditing standards;
(B)  the value equal to the cost of the stock of the affiliate, determined and adjusted to reflect subsequent operating results in accordance with generally accepted accounting principles;
(C)  the market value of the stock of the affiliate, if the stock is listed on a national securities exchange;
(D)  the value, if any, placed on the stock of the affiliate by the National Association of Insurance Commissioners;  or
(E)  an amount that the insurer can substantiate to the satisfaction of the commissioner as being a reasonable value of that investment.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.303. Adjustment to Determination

Sec. 823.303.  ADJUSTMENT TO DETERMINATION.  If an affiliate is valued using a method other than the method provided by Section 823.302(2)(C), the valuation of the investment is computed by subtracting from the determined value an amount equal to the value claimed for any of the affiliate's assets that would not be admitted assets for the insurer if held directly by the insurer and that:
(1)  are held by the affiliate but are used, including use under a lease agreement, significantly in the conduct of the insurer's business;  or
(2)  were acquired from or purchased for the benefit or use of the insurer by the affiliate under specific circumstances that, in the commissioner's opinion, support a reasonable finding that the primary purpose of the acquisition or purchase was to evade or avoid application of this code.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.304. Use of Different Bases

Sec. 823.304.  USE OF DIFFERENT BASES.  An insurer is not required to value the stock of all of its affiliates on the same basis.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.305. Valuating Acquired Affiliate

Sec. 823.305.  VALUATING ACQUIRED AFFILIATE.  (a)  Not later than the 30th day after the date an insurer acquires an affiliate that is not an insurer, the insurer shall file with the commissioner relevant information identifying, supporting, and justifying the value of the affiliate and the basis of valuation under Section 823.302 used for that affiliate.
(b)  After filing the information under Subsection (a), the insurer shall use the specified basis of valuation for that affiliate unless a change is substantiated as reasonable to and is approved in writing by the commissioner.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.306. Use of Unaudited Information

Sec. 823.306.  USE OF UNAUDITED INFORMATION.  If an affiliate is valued using the basis provided by Section 823.302(2)(A) and the books of the affiliate are not audited at the time the valuation is included in the insurer's annual statement, the insurer, as soon as possible after an audit of those books, shall report and explain any difference between the value of the affiliate reported in the insurer's annual statement and the value determined by the audit.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter G. Valuation of Investment for Financial Statement › Section 823.307. Modification by Commissioner

Sec. 823.307.  MODIFICATION BY COMMISSIONER.  After notice and opportunity for a hearing, the commissioner may:
(1)  determine that the basis used for valuation of the stock of an affiliate does not, under the specific circumstances, reflect the value of the affiliate;  and
(2)  order an adjustment in the valuation or the use of another basis of valuation provided by this subchapter.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter H. Examinations › Section 823.352. Limitation on Power

Sec. 823.352.  LIMITATION ON POWER.  The commissioner may exercise power under Section 823.351 only if:
(1)  examination of the insurer under another provision of this code is inadequate;  or
(2)  the interests of the insurer's policyholders may be adversely affected.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter H. Examinations › Section 823.353. Payment of Examination Costs

Sec. 823.353.  PAYMENT OF EXAMINATION COSTS.  (a)  Each registered insurer that complies with an order under Section 823.351(a) shall pay the expense of the examination in accordance with Sections 401.151, 401.152, 401.155, and 401.156.
(b)  The commissioner shall assess the cost of an examination under Section 823.351(b) against the person examined.  The controlled insurer may not directly or indirectly reimburse that person for any part of the cost.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 730 (H.B. 2636), Sec. 2E.011, eff. April 1, 2009.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter H. Examinations › Section 823.354. Use of Advisors

Sec. 823.354.  USE OF ADVISORS.  (a)  The commissioner may employ at the registered insurer's expense attorneys, actuaries, accountants, and other experts that are not a part of the commissioner's staff and that are reasonably necessary to assist in the conduct of an examination under Section 823.351.
(b)  A person employed under this section is under the direction and control of the commissioner and may act only as an advisor.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter H. Examinations › Section 823.355. Cumulative Authority

Sec. 823.355.  CUMULATIVE AUTHORITY.  The authority provided by this subchapter is in addition to other powers relating to the examination of insurers given to the commissioner under this code.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter I. Limitations Relating to Controlled Insurers › Section 823.401. Prohibition of Indirect Action for Controlled Insurer

Sec. 823.401.  PROHIBITION OF INDIRECT ACTION FOR CONTROLLED INSURER.  (a)  A holding company or controlled person may not directly or indirectly do or cause to be done for or on behalf of a controlled insurer any act intended to affect, influence, change, or alter the insurance operations of the insurer that would violate this code if done by the insurer alone.
(b)  This section does not limit or prohibit a holding company or a person in the insurance holding company system from conducting on behalf of the person any type of business that would be normal and natural to the person if the person were not in the holding company system.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter I. Limitations Relating to Controlled Insurers › Section 823.402. Prohibition on Voting Certain Securities

Sec. 823.402.  PROHIBITION ON VOTING CERTAIN SECURITIES.  (a)  A security that is the subject of an agreement or arrangement regarding an acquisition or that is acquired or to be acquired in violation of this chapter or a rule or order under this chapter may not be voted at a shareholders' meeting or counted for quorum purposes.  An action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though the security was not outstanding.
(b)  An action taken at a shareholders' meeting is not invalidated by the voting of a security to which Subsection (a) applies unless:
(1)  the action would materially affect control of the insurer;  or
(2)  a court of this state invalidates the action.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter I. Limitations Relating to Controlled Insurers › Section 823.403. Management of Controlled Insurer

Sec. 823.403.  MANAGEMENT OF CONTROLLED INSURER.  (a)  The control of an authorized insurer by another person does not relieve an officer or director of the insurer of any obligation or liability to which the officer or director is subject by law.  The insurer shall be managed to assure the insurer's separate operating identity consistent with this code.
(b)  This section does not preclude an authorized insurer from having a common management or joint use of personnel, property, or services with one or more other persons under an arrangement that meets the standards of Section 823.101(e).
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.451. Receivership

Sec. 823.451.  RECEIVERSHIP.  If it appears to the commissioner that a person's violation of this chapter so impairs the financial condition of a domestic insurer as to threaten the insurer's insolvency or make the further transaction of the insurer's business hazardous to the insurer's policyholders or creditors or the public, the commissioner may proceed under Chapters 441 and 443 to take possession of the insurer's property and conduct the business of the insurer.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 730 (H.B. 2636), Sec. 2E.012, eff. April 1, 2009.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.452. Revocation, Suspension, or Nonrenewal of Insurer's Authority

Sec. 823.452.  REVOCATION, SUSPENSION, OR NONRENEWAL OF INSURER'S AUTHORITY.  (a)  If it appears to the commissioner that a person's violation of this chapter makes the continued operation of an insurer contrary to the interest of policyholders or the public, the commissioner, after notice and opportunity for a hearing, may suspend, revoke, or refuse to renew the insurer's certificate of authority to engage in the business of insurance in this state for the period the commissioner finds is required for the protection of policyholders or the public.
(a-1)  If the commissioner determines that a person has committed a violation of Subchapter D that prevents the full understanding of the enterprise risk to the insurer by affiliates or by the insurance holding company system, the violation may serve as an independent basis for disapproving dividends or distributions and for issuing an order under Chapter 404 or Chapter 441.
(b)  The commissioner shall provide specific findings of fact and conclusions of law to accompany a determination under this section.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 922 (S.B. 1431), Sec. 17, eff. September 1, 2011.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.453. Voiding Unauthorized Action

Sec. 823.453.  VOIDING UNAUTHORIZED ACTION.  If it appears to the commissioner that a person has entered into a transaction or performed an act before complying with the applicable provisions of this chapter or has obtained the commissioner's approval of or acquiescence in a transaction or act that is subject to this chapter based on a material fraudulent misrepresentation, misstatement, or omission, the commissioner, after notice and opportunity for a hearing, by order may void the transaction or act and return the parties to the position they would have occupied if the transaction or act had not occurred.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.454. Administrative Penalty

Sec. 823.454.  ADMINISTRATIVE PENALTY.  (a)  A director or officer of an insurer or insurance holding company system that is subject to this chapter is subject to an administrative penalty under Chapter 84 if the director or officer knowingly and wilfully:
(1)  participates in or assents to a transaction or an investment that has not been properly reported or submitted under this chapter;
(2)  permits an officer, agent, or employee of the insurer or holding company system, as appropriate, to engage in a transaction or make an investment that has not been properly reported or submitted under this chapter;  or
(3)  violates this chapter.
(b)  The amount of an administrative penalty under this section may not exceed $10,000 for each violation.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.455. Equitable Relief

Sec. 823.455.  EQUITABLE RELIEF.  (a)  If it appears to the commissioner that an insurer or a director, officer, employee, or agent of an insurer has committed or is about to commit a violation of this chapter or a rule or order under this chapter, the commissioner may apply to a district court of Travis County for an order enjoining the violation and for other equitable relief that the nature of the case and the interest of the insurer's policyholders or creditors or the public requires.
(b)  If an insurer or the commissioner has reason to believe that a security of the insurer was or is about to be acquired in violation of this chapter or a rule or order under this chapter, the insurer or the commissioner may apply to a district court of Travis County or of the county in which the insurer has its principal place of business to:
(1)  enjoin any offer, request, invitation, agreement, or acquisition made in violation of Subchapter D or a rule or order under that subchapter;
(2)  enjoin the voting of a security acquired in violation of Subchapter D or a rule or order under that subchapter;  or
(3)  void a vote of the security that was cast at any shareholders' meeting.
(c)  In a suit filed under Subsection (b), the insurer or the commissioner may also apply for other equitable relief that the nature of the case and the interests of the insurer's policyholders or creditors or the public requires.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.456. Seizure or Sequestration of Voting Securities

Sec. 823.456.  SEIZURE OR SEQUESTRATION OF VOTING SECURITIES.  If a person acquires or is proposing to acquire a voting security in violation of this chapter or a rule or order under this chapter, a district court of Travis County or of the county in which the insurer has its principal place of business, on application of the insurer or the commissioner and notice that the court considers appropriate, may seize or sequester any voting securities of the insurer that are owned directly or indirectly by that person and may issue an order relating to those securities that is appropriate to implement this chapter.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.457. Long Arm Jurisdiction; Service of Process

Sec. 823.457.  LONG ARM JURISDICTION;  SERVICE OF PROCESS.  (a)  The courts of this state have jurisdiction over a person who is not a resident of, domiciled in, or authorized to engage in business in this state and files a statement with the commissioner under Subchapter D, and over the actions involving that person that arise out of a violation of this chapter.
(b)  A person described by Subsection (a) is considered to have appointed the commissioner as the person's agent for service of process in any action, suit, or proceeding arising out of a violation of this chapter.
(c)  The commissioner shall forward by registered or certified mail to the person's last known address copies of all processes that are served on the commissioner under Subsection (b).
(d)  Additional procedures and fees for service of process are provided by Subchapter C, Chapter 804.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter J. Civil Remedies and Sanctions › Section 823.458. Sanctions

Sec. 823.458.  SANCTIONS.  An entity that holds a certificate of authority issued by the department and that violates this code is subject to sanctions under Chapter 82.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter K. Criminal Penalties › Section 823.501. Offense of Violating Chapter

Sec. 823.501.  OFFENSE OF VIOLATING CHAPTER.  (a)  A person commits an offense if the person is an insurer or individual and wilfully violates this chapter.
(b)  If the person is an insurer, an offense under Subsection (a) is a misdemeanor punishable by a fine not to exceed $50,000 for each violation.
(c)  If the person is an individual, an offense under Subsection (a) is a misdemeanor punishable by a fine not to exceed $10,000 for each violation except as provided by Subsection (d) and Section 823.502.
(d)  An offense under Subsection (a) is a felony if the person is an individual and the violation involves the deliberate perpetration of a fraud on the department, an insurer, an insurer's subsidiary, or policyholders.  The felony is punishable by:
(1)  imprisonment for a term not to exceed five years;
(2)  a fine not to exceed $10,000 for each violation;  or
(3)  both fine and imprisonment under this subsection.
(e)  A fine under this section is in addition to any civil or administrative penalty.
(f)  An individual on whom a fine is imposed under this section shall pay the fine in that person's individual capacity.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter K. Criminal Penalties › Section 823.502. Offense of Subscribing to or Making False Statement

Sec. 823.502.  OFFENSE OF SUBSCRIBING TO OR MAKING FALSE STATEMENT.  (a)  A person commits an offense if the person is an officer, director, or employee of a domestic insurer or the insurer's insurance holding company system and wilfully and knowingly subscribes to or makes or causes to be made a false statement on a written instrument required to be filed with the commissioner.
(b)  An offense under Subsection (a) is a felony punishable by:
(1)  imprisonment for a term of not less than two years;
(2)  a fine not to exceed $10,000 for each violation;  or
(3)  both fine and imprisonment under this subsection.
(c)  A person on whom a fine is imposed under this section shall pay the fine in that person's individual capacity.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 823 - Insurance Holding Company Systems › Subchapter K. Criminal Penalties › Section 823.503. Beginning Criminal Proceedings

Sec. 823.503.  BEGINNING CRIMINAL PROCEEDINGS.  If it appears to the commissioner that an insurer or a director, officer, employee, or agent of an insurer has wilfully violated this chapter, the commissioner may cause criminal proceedings to be instituted against that person by the district attorney for the county in which the principal office of the insurer is located or, if the insurer does not have a principal office in this state, the district attorney of Travis County.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter A. Authority and Procedures › Section 824.001. Authority to Merge or Consolidate

Sec. 824.001.  AUTHORITY TO MERGE OR CONSOLIDATE.  Two or more insurance corporations that engage in a similar line of the business of insurance may merge or consolidate under this chapter.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter A. Authority and Procedures › Section 824.002. Procedures; Applicability of Texas Business Corporation Act

Sec. 824.002.  PROCEDURES;  APPLICABILITY OF TEXAS BUSINESS CORPORATION ACT.  (a)  To the extent that the provisions of the Texas Business Corporation Act are not inconsistent with the provisions of this code, the Texas Business Corporation Act governs:
(1)  the procedures for a merger or consolidation under this chapter;
(2)  the effect of a merger or consolidation under this chapter;  and
(3)  the rights and duties of creditors, shareholders, and the corporations that are involved in a merger or consolidation under this chapter.
(b)  To the extent that the Texas Business Corporation Act applies under this chapter to insurance corporations, the commissioner shall perform each duty, exercise each power, and perform each act vested in, required of, or to be performed by the secretary of state under the Texas Business Corporation Act.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter A. Authority and Procedures › Section 824.003. Proposed Plan of Merger or Consolidation; Approval of Directors and Shareholders

Sec. 824.003.  PROPOSED PLAN OF MERGER OR CONSOLIDATION;  APPROVAL OF DIRECTORS AND SHAREHOLDERS.  (a)  A proposed plan of merger or consolidation must be approved by the boards of directors of the corporations that are parties to the merger or consolidation.
(b)  After approval by the boards of directors, the proposed plan shall be submitted for approval to the shareholders of each corporation that is a party to the plan at a separate regular or special meeting of the shareholders called in the manner provided by the bylaws of the respective corporations.
(c)  A plan is approved on the affirmative vote of the holders of two-thirds of the shares of the capital stock of each corporation that is a party to the plan.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter A. Authority and Procedures › Section 824.004. Filing of Proposed Plan With Commissioner

Sec. 824.004.  FILING OF PROPOSED PLAN WITH COMMISSIONER.  After a proposed plan of merger or consolidation has been approved as provided by Section 824.003, the plan shall be filed with the commissioner.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter A. Authority and Procedures › Section 824.005. Commissioner Action on Plan

Sec. 824.005.  COMMISSIONER ACTION ON PLAN.  (a)  The commissioner shall hold a hearing on a proposed plan of merger or consolidation not later than the 15th day after the date on which the plan is filed with the commissioner as required by Section 824.004.
(b)  Not later than the 15th day after the hearing date, the commissioner shall:
(1)  give written approval of the plan to each insurance corporation that is a party to the proposed merger or consolidation;  or
(2)  disapprove the plan if the commissioner determines that the plan:
(A)  is contrary to law;  or
(B)  would not be in the best interests of the policyholders affected by the plan and would substantially reduce the security of and service to be rendered to policyholders of the insurance corporation in this state or elsewhere.
(c)  The commissioner may extend the period during which the commissioner may affirmatively approve or disapprove the proposed plan if representatives of the applicants for the proposed merger or consolidation concur in that extension.
(d)  If the commissioner disapproves a proposed plan, the commissioner shall specify in detail the reasons for that disapproval.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter B. Effective Date of Merger or Consolidation › Section 824.051. Effective Date of Merger

Sec. 824.051.  EFFECTIVE DATE OF MERGER.  A merger takes effect on the date specified in the proposed plan of merger.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter B. Effective Date of Merger or Consolidation › Section 824.052. Effective Date of Consolidation

Sec. 824.052.  EFFECTIVE DATE OF CONSOLIDATION.  (a)  A new insurance corporation resulting from a plan of consolidation shall be issued a charter and a certificate of authority on:
(1)  submission of proper articles of incorporation to the commissioner;
(2)  approval by the commissioner in accordance with the procedures required for the issuance of a new charter;  and
(3)  submission of proof that the new corporation has capital and surplus at least equal to that of the corporation that is a party to the consolidation and has the largest capital and surplus.
(b)  A consolidation takes effect on the date of issuance of the charter and certificate of authority under Subsection (a).
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter B. Effective Date of Merger or Consolidation › Section 824.053. Approval of Merger or Consolidation Affecting Foreign Corporation; Effective Date

Sec. 824.053.  APPROVAL OF MERGER OR CONSOLIDATION AFFECTING FOREIGN CORPORATION;  EFFECTIVE DATE.  Notwithstanding Section 824.051 or 824.052, a merger or consolidation involving a corporation organized under the laws of another state does not take effect until the merger or consolidation is approved by the proper official of the domiciliary state, if that approval is required.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter C. Effect of Merger or Consolidation › Section 824.101. Effect of Merger or Consolidation on Outstanding Insurance Policies

Sec. 824.101.  EFFECT OF MERGER OR CONSOLIDATION ON OUTSTANDING INSURANCE POLICIES.  (a)  A new or surviving corporation resulting from a merger or consolidation shall assume each insurance policy outstanding against each insurance corporation that merges or consolidates on the same terms and under the same conditions as if the policy had continued in force through the original corporation.
(b)  The new or surviving insurance corporation shall implement the terms of the policy.
(c)  The new or surviving insurance corporation is entitled to:
(1)  all rights and privileges under the policy;  and
(2)  all reserves that accumulated on the policy before the merger or consolidation.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
2023 Texas Statutes › Insurance Code › Title 6 - Organization of Insurers and Related Entities › Subtitle B - Organization of Regulated Entities › Chapter 824 - Merger and Consolidation of Stock Insurance Corporations › Subchapter C. Effect of Merger or Consolidation › Section 824.102. Effect of Merger or Consolidation on Certain Investments

Sec. 824.102.  EFFECT OF MERGER OR CONSOLIDATION ON CERTAIN INVESTMENTS.  (a)  This section applies to each investment of an affected corporation, including an investment in real property, that:
(1)  was authorized as a proper asset, as of the date on which the investment was made and under the laws of the state in which the insurance corporation was organized, for investment of funds of an insurance corporation;  and
(2)  is taken over by the new or surviving corporation under the terms of the merger or consolidation.
(b)  On the merger or consolidation of two or more insurance corporations under this chapter, an investment of the affected corporations described by Subsection (a) is a proper asset under the laws of this state of the new or surviving corporation if the investment is:
(1)  approved by the commissioner;  and
(2)  taken over on terms satisfactory to the commissioner.
(c)  A new or surviving corporation that acquires, under the terms of the merger or consolidation, real property that exceeds the amount of real property permitted by the applicable sections of this code relating to owning or holding real property must sell and dispose of the excess real property:
(1)  within the period specified by those sections;  or
(2)  within a longer period if the corporation obtains a certificate from the commissioner:
(A)  stating that the interests of the corporation will materially suffer by the forced sale of the affected real property;  and
(B)  specifying the longer period for the sale of the excess real property.
(d)  This section does not preclude the designation and use of the acquired excess real property as branch offices in accordance with this code.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.