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 A. General Provisions › Section 823.010. Disclaimer of Affiliation

Sec. 823.010.  DISCLAIMER OF AFFILIATION.  (a)  A disclaimer of affiliation with an authorized insurer may be filed with the commissioner by any person, including the authorized insurer or a member of an insurance holding company system.
(b)  The disclaimer must fully disclose:
(1)  all material relationships and bases for affiliation between the person and the insurer;  and
(2)  the basis for disclaiming the affiliation.
(c)  Except as provided by Subsection (d), the disclaimer shall be deemed to have been allowed unless, not later than 60 days after the receipt of a complete disclaimer, the commissioner notifies the filing party that the disclaimer is disallowed.
(d)  Notwithstanding Subsection (c), if the commissioner at any time determines that the information disclosed in the disclaimer is incomplete or inaccurate or is no longer accurate, the commissioner may disallow the disclaimer.
(e)  If the commissioner disallows a disclaimer, the party who filed the disclaimer may request an administrative hearing.  The commissioner shall grant the request for the hearing.
(f)  Except as provided by Subsection (h), if the commissioner allows a disclaimer:
(1)  the insurer is not required to register or report under Subchapter B due to a duty arising from the insurer's relationship with the party who filed the disclaimer; and
(2)  the party who filed the disclaimer is not required to comply with Section 823.154, 823.155, 823.159, or 823.160.
(g)  If the commissioner allows a disclaimer, the commissioner at the same time may also waive another provision of this chapter with relation to the party who filed the disclaimer.  The commissioner may require reasonable controls and safeguards that are consistent with the purposes of this chapter in granting a waiver under this subsection.
(h)  If the commissioner disallows a disclaimer under Subsection (d):
(1)  effective on the date of the disallowance, the insurer shall register and report as required by Subchapter B; and
(2)  the party who filed the disclaimer shall comply with Sections 823.154, 823.155, 823.159, and 823.160.
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. 2, 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 A. General Provisions › Section 823.012. Rules; Procedures for Considering Certain Distributions

Sec. 823.012.  RULES;  PROCEDURES FOR CONSIDERING CERTAIN DISTRIBUTIONS.  (a)  The commissioner may, after notice and opportunity for all interested persons to be heard, adopt rules and issue orders to implement this chapter, including the conducting of business and proceedings under this chapter.
(b)  The commissioner by rule shall establish procedures to:
(1)  promptly consider the prepayment notices reported under Section 823.053(b);
(2)  annually review each reported ordinary dividend paid within the 12 months preceding the date of the report;  and
(3)  take appropriate actions authorized by this code.
(c)  A procedure established under Subsection (b)(1) must include consideration of the factors provided by Section 823.008.
(d)  A rule or order under this section must be consistent with 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 A. General Provisions › Section 823.013. Mandamus

Sec. 823.013.  MANDAMUS.  A person aggrieved by the failure of the commissioner to act, including making a determination, as required by this chapter may petition a district court of Travis County for a writ in the nature of a mandamus or a peremptory mandamus directing the commissioner to immediately act or make the determination.
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 A. General Provisions › Section 823.014. Applicability of Chapter to Foreign or Alien Insurer

Sec. 823.014.  APPLICABILITY OF CHAPTER TO FOREIGN OR ALIEN INSURER.  (a)  A foreign insurer that is authorized to engage in the business of insurance in this state and that is domiciled in a jurisdiction that has not adopted, by statute or regulation, controls considered by the commissioner to be substantially similar to those provided by this chapter:
(1)  is subject to this chapter to the same extent as a domestic insurer;  and
(2)  on failure to comply with this chapter, is subject to all remedies, penalties, and sanctions authorized by this code in the same manner as a domestic insurer, including, after notice and hearing, the suspension or revocation of the insurer's certificate of authority to engage in the business of insurance in this state.
(b)  If a jurisdiction adopts controls considered by the commissioner to be substantially similar to those provided by this chapter, the commissioner after that adoption may exempt an insurer domiciled in that jurisdiction from the application of this section.
(c)  Notwithstanding Subsection (a), a foreign or alien insurer is not subject to this chapter if the commissioner has approved a withdrawal plan for the insurer under Chapter 827.
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 A. General Provisions › Section 823.0145. Supervisory Colleges

Sec. 823.0145.  SUPERVISORY COLLEGES.  (a)  With respect to any insurer registered under Subchapter B, and in accordance with Subsection (c), the commissioner may participate in a supervisory college for a domestic insurer that is part of an insurance holding company system with international operations in order to determine the insurer's compliance with this chapter.  The commissioner may:
(1)  initiate the establishment of a supervisory college;
(2)  clarify the membership and participation of other entities in the supervisory college;
(3)  clarify the functions of the supervisory college and the role of other entities in the supervisory college;
(4)  establish a group-wide supervisor;
(5)  coordinate the ongoing activities of the supervisory college, including meetings, regulatory activities, and processes for information sharing; and
(6)  establish a crisis management plan.
(b)  In order to assess the business strategy, financial position, legal and regulatory position, risk exposure, risk management and governance processes, and as part of the examination of individual insurers under Subchapter H, the commissioner may participate in a supervisory college with other entities that regulate the insurer or its affiliates, including other state, federal, and international regulatory entities.  The commissioner may enter into agreements under Section 823.011 to cooperate with other regulatory entities.  Nothing in this section shall be construed as delegating to the supervisory college the commissioner's authority to regulate the insurer or its affiliates.
(c)  A registered insurer subject to this section shall pay the reasonable expenses, including reasonable travel expenses, of the commissioner's participation in a supervisory college under Subsection (b).  For purposes of this section, a supervisory college may be convened as either a temporary or permanent forum for communication and cooperation between the entities that regulate the insurer or its affiliates, and the commissioner may establish a regular assessment to the insurer for the payment of expenses related to the regulation of the insurer.
Added by Acts 2011, 82nd Leg., R.S., Ch. 922 (S.B. 1431), Sec. 4, 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 A. General Provisions › Section 823.015. Exemption From Chapter

Sec. 823.015.  EXEMPTION FROM CHAPTER.  The commissioner may exempt from the application of this chapter a commercially domiciled insurer that the commissioner determines has assets physically located in this state or an asset-to-liability ratio sufficient to justify the conclusion that there is no reasonable danger that the operations or conduct of the business of the insurer could present a danger of loss to the policyholders of this state.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2005, 79th Leg., Ch. 884 (S.B. 1283), Sec. 1, eff. September 1, 2005.
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 B. Registration › Section 823.051. Registration by Insurer Required

Sec. 823.051.  REGISTRATION BY INSURER REQUIRED.  (a)  Each insurer authorized to engage in the business of insurance in this state that is a member of an insurance holding company system shall register with the commissioner.  The insurer shall register not later than the 15th day after the date the insurer becomes subject to registration under this subchapter.
(b)  The commissioner for good cause shown may extend the period for registration under this section.
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 B. Registration › Section 823.053. Reporting Material Changes

Sec. 823.053.  REPORTING MATERIAL CHANGES.  (a)  To keep the information required to be disclosed in a registration statement filed under Section 823.052 current, a registered insurer shall report each material change to the information, including the addition of information, not later than the 15th day after the last day of the month in which the insurer learns of the change.
(b)  Subject to Section 823.107, each registered insurer shall report each dividend or distribution made to the shareholders not later than the earlier of:
(1)  the second business day after the date the dividend or distribution is declared;  or
(2)  the 11th day before the date of payment.
(c)  For purposes of this section, reports are considered to be made when received by the department.
(d)  Reports made under this section are for informational purposes only.
(e)  An insurer is not required to report under this section a transaction that is approved under Section 823.103. That approval is considered to be an amendment of the registration statement filed under Section 823.052 without being reported under this section.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 1087 (H.B. 3460), Sec. 3, eff. June 14, 2013.
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 B. Registration › Section 823.054. Material Information

Sec. 823.054.  MATERIAL INFORMATION.  (a)  Information about a transaction is not required to be disclosed on a registration statement filed under Section 823.052 or in a report under Section 823.053 unless the transaction is considered to be material under this section.
(b)  If the amount of a single transaction or the total amount of all transactions involving sales, purchases, exchanges, loans or other extensions of credit, or investments is more than one-half of one percent of an insurer's admitted assets as of December 31 of the year preceding the date of the transaction or transactions, the transaction or transactions, respectively, are considered to be material for purposes of this section.
(c)  Each dividend or distribution to shareholders is material for the purposes of this section.
(d)  The commissioner, by rule or order, may provide a standard that is different from the standard provided by Subsection (b).
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2017, 85th Leg., R.S., Ch. 38 (H.B. 3220), Sec. 4, eff. May 19, 2017.
Acts 2017, 85th Leg., R.S., Ch. 67 (S.B. 1073), Sec. 1, eff. May 22, 2017.
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 B. Registration › Section 823.055. Annual Registration Statement; Summary of Material Changes

Sec. 823.055.  ANNUAL REGISTRATION STATEMENT; SUMMARY OF MATERIAL CHANGES.  (a)  In this section, "ultimate controlling person" means the person in an insurance holding company system who is not controlled by another person.
(b)  Not later than the 120th day after the last day of each fiscal year of the ultimate controlling person, each registered insurer in the ultimate controlling person's insurance holding company system shall file an annual registration statement.
(c)  An insurer required to file an annual registration statement shall also furnish a summary of material changes from the prior year's annual registration statement as specified by the commissioner by rule.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 157 (S.B. 1542), Sec. 2, eff. September 1, 2007.
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 B. Registration › Section 823.056. Termination of Registration

Sec. 823.056.  TERMINATION OF REGISTRATION.  The commissioner shall terminate the registration of an insurer that demonstrates that the insurer has ceased to be a member of an insurance 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 B. Registration › Section 823.057. Consolidated Filing

Sec. 823.057.  CONSOLIDATED FILING.  The commissioner may require or permit two or more insurers that are affiliates of each other and that are required to register under this chapter to file:
(1)  a consolidated registration statement;  or
(2)  a consolidated report amending:
(A)  the consolidated registration statement;  or
(B)  the individual registration statement of each 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 B. Registration › Section 823.058. Alternative Registration

Sec. 823.058.  ALTERNATIVE REGISTRATION.  The commissioner may permit an insurer authorized to engage in the business of insurance in this state that is a part of an insurance holding company system to:
(1)  register on behalf of another insurer that is an affiliate of the insurer and that is required to register under Section 823.051;  and
(2)  file on behalf of the affiliate all information and material required to be filed under 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 B. Registration › Section 823.059. Exemptions

Sec. 823.059.  EXEMPTIONS.  (a)  The registration requirement under Section 823.051 does not apply to a foreign or nondomestic insurer, other than a commercially domiciled insurer, that is subject to disclosure requirements adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to the disclosure requirements provided by this chapter.
(b)  The commissioner may require an insurer that is exempt from registration under Subsection (a) to provide a copy of the registration statement or other information filed by the insurer with the insurance regulatory authority of its domiciliary jurisdiction.
(c)  The commissioner, by rule or order, may exempt an insurer, information, or a transaction from the application of 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 B. Registration › Section 823.0596. Liquidity Stress Test

Sec. 823.0596.  LIQUIDITY STRESS TEST.  (a)  In this section:
(1)  "Liquidity stress test framework" means an evidence-based analysis that aims to capture the impact on financial markets of aggregate asset sales of certain insurers under various liquidity stress scenarios.
(2)  "Scope criteria" means the designated exposure bases, including minimum magnitudes of the bases for a specified data year, adopted by the commissioner by rule under Subsection (e) to establish a preliminary list of insurers included in the liquidity stress test framework for that data year.
(3)  "Ultimate controlling person" has the meaning assigned by Section 823.055.
(b)  The ultimate controlling person of an insurer shall file the insurer's results of a specific year's liquidity stress test performed using the liquidity stress test framework adopted by the commissioner by rule under Subsection (e) if:
(1)  this state is the lead state of the insurer's group; and
(2)  the insurer or the insurer's group meets the scope criteria.
(c)  The filing must be made on the reporting template for the relevant year adopted by the commissioner by rule under Subsection (e).
(d)  The commissioner may exempt from the filing requirement for a data year an insurer described by Subsection (b) after the commissioner consults with other state insurance commissioners regarding the impact that exempting the insurer may have on the aggregation of liquidity stress test results filed by other insurers with those states.
(e)  The commissioner by rule shall adopt a liquidity stress test framework, including scope criteria and reporting templates, consistent with the framework published by the National Association of Insurance Commissioners to facilitate the aggregation of results from the liquidity stress test filed with this and other states.
(f)  The commissioner shall collect the results filed under Subsection (b) and report them to the National Association of Insurance Commissioners in a manner that facilitates the aggregation of other insurers' results filed with this and other states.
(g)  In addition to the confidentiality protections under Section 823.011:
(1)  a filing required by Subsection (b) in the possession or control of the department that is obtained by, created by, or disclosed to the commissioner or any other person, including the National Association of Insurance Commissioners, is recognized by this state as being proprietary and to contain trade secrets; and
(2)  the commissioner and any other person, including the National Association of Insurance Commissioners, who receives a filing required by Subsection (b) may not testify or be required to testify in any private civil action concerning that filing.
Added by Acts 2023, 88th Leg., R.S., Ch. 843 (H.B. 2839), Sec. 1, eff. September 1, 2023.
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 B. Registration › Section 823.060. Violation of Subchapter

Sec. 823.060.  VIOLATION OF SUBCHAPTER.  The failure to file a registration statement or an amendment to a registration statement, or an enterprise risk report, within the time specified for filing the statement, amendment, or report, as required by this subchapter, is a violation of this subchapter.
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. 7, 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 C. Transactions of Registered Insurer › Section 823.101. Standards for Transaction Within an Insurance Holding Company System

Sec. 823.101.  STANDARDS FOR TRANSACTION WITHIN AN INSURANCE HOLDING COMPANY SYSTEM.  (a)  This section applies only to a material transaction within an insurance holding company system to which an insurer subject to a registration under Section 823.052 is a party.
(b)  The terms of the transaction shall be fair and equitable.
(b-1)  An agreement, including an agreement for cost-sharing, services, or management, must include all provisions required by rule of the commissioner.
(c)  The charges or fees for services performed shall be reasonable.
(d)  The books, accounts, and records of each party to the transaction shall be maintained so that the precise nature and details of the transaction are clearly and accurately disclosed.
(e)  The expenses incurred and payments received relating to the transaction shall be allocated to the registered insurer on an equitable basis in conformity with customary insurance accounting principles consistently applied.
(f)  After a registered insurer pays a dividend or makes a distribution to a holding company or shareholder affiliate of the insurer, the insurer's policyholders' surplus shall be reasonable in relation to the insurer's outstanding liabilities and adequate to the insurer's financial needs.
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. 8, eff. September 1, 2011.
Acts 2011, 82nd Leg., R.S., Ch. 922 (S.B. 1431), Sec. 9, 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 C. Transactions of Registered Insurer › Section 823.104. Prohibition of Action to Avoid Application of Subchapter

Sec. 823.104.  PROHIBITION OF ACTION TO AVOID APPLICATION OF SUBCHAPTER.  (a)  A domestic insurer may not enter into transactions with persons in the insurer's insurance holding company system if:
(1)  the transactions are part of a plan or series of similar transactions; and
(2)  the purpose of entering into the transactions is to avoid a threshold amount provided by Section 823.103.
(b)  If the commissioner determines that over any 12-month period a domestic insurer enters into transactions that violate Subsection (a), the commissioner may:
(1)  consider the cumulative effect of the transactions; and
(2)  apply:
(A)  Section 823.103; or
(B)  sanctions under this code.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 1087 (H.B. 3460), Sec. 5, eff. June 14, 2013.
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 C. Transactions of Registered Insurer › Section 823.105. Type of Authority Provided

Sec. 823.105.  TYPE OF AUTHORITY PROVIDED.  Nothing in Section 823.103 or 823.104 authorizes a transaction that would violate law that is applicable to an insurer that is not subject to this subchapter.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 1087 (H.B. 3460), Sec. 6, eff. June 14, 2013.
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 C. Transactions of Registered Insurer › Section 823.106. Standards of Review; Reasons for Disapproval

Sec. 823.106.  STANDARDS OF REVIEW;  REASONS FOR DISAPPROVAL.  (a)  In reviewing a transaction under this subchapter, the commissioner shall consider whether the transaction:
(1)  complies with the standards provided by Section 823.101;  and
(2)  may adversely affect the interest of the insurer's policyholders.
(b)  The commissioner shall set forth the specific reasons for the disapproval of a transaction reviewed 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 823 - Insurance Holding Company Systems › Subchapter C. Transactions of Registered Insurer › Section 823.107. Extraordinary Dividends or Distributions

Sec. 823.107.  EXTRAORDINARY DIVIDENDS OR DISTRIBUTIONS.  (a)  Except as provided by Subsection (b), for purposes of this section, an extraordinary dividend or distribution includes the payment of a dividend or distribution of cash or other property, the fair market value of which combined with the fair market value of each other dividend or distribution made in the preceding 12 months exceeds the greater of:
(1)  10 percent, or 20 percent if the insurer is a title insurer, of the insurer's policyholders' surplus, as of December 31 of the year preceding the year in which the fair market value is being determined;  or
(2)  the net gain from operations of the insurer, if the insurer is a life or title insurer, or the net income, if the insurer is another type of insurer, for the calendar year preceding the year in which the fair market value is being determined.
(b)  For purposes of this section, an extraordinary dividend or distribution does not include pro rata distributions of any class of securities of the insurer.
(c)  An insurer that is required to register under Subchapter B shall give the commissioner notice of the insurer's intent to make an extraordinary dividend or distribution to shareholders, before the 30th day preceding the date of the proposed dividend or distribution.  The commissioner may authorize a shorter period of notice under this subsection.
(d)  An insurer may not make an extraordinary dividend or distribution for which the insurer gives notice if the commissioner disapproves the dividend or distribution during the period for the notice.
(e)  A registered insurer may declare an extraordinary dividend or distribution that is conditional on its approval by the commissioner.  The declaration does not confer any rights on shareholders before the dividend or distribution may be made under Subsection (d).
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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.151. Presumption of Control

Sec. 823.151.  PRESUMPTION OF CONTROL.  (a)  Control of an entity is presumed if:
(1)  a person or a person and members of the person's immediate family, directly or indirectly, own, control, or hold with the power to vote 10 percent or more of the voting securities or authority of the entity;  or
(2)  a person who is not a corporate officer or director of the entity holds proxies representing 10 percent or more of the voting securities or authority of the entity.
(b)  Control of a Lloyd's plan is presumed if a person is designated as an attorney-in-fact for the insurer under Chapter 941.
(c)  Control of a reciprocal or interinsurance exchange is presumed if a person is designated as an attorney-in-fact for the exchange under Chapter 942.
(d)  A presumption under this section may be rebutted by a showing made in the manner provided by Section 823.010 that control does not exist in fact and that the person rebutting the presumption is complying with Sections 823. 154, 823.155, 823.159, and 823.160.
(e)  For purposes of this section, the members of a person's immediate family are:
(1)  the person's spouse, father, mother, children, brothers, sisters, and grandchildren;
(2)  the father, mother, brothers, and sisters of the person's spouse;  and
(3)  the spouse of the person's child, brother, sister, mother, father, or grandparent.
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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.152. Employment of Experts

Sec. 823.152.  EMPLOYMENT OF EXPERTS.  (a)  The commissioner may employ an attorney, actuary, accountant, or other expert who is not a member of the commissioner's staff and who is reasonably necessary to assist in analyzing a merger or acquisition of control proposed under Section 823.154.
(b)  The acquiring person shall pay all reasonable expenses incurred in connection with the employment of a person under this section.
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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.153. Controller of Domestic Insurer Considered Domestic Insurer

Sec. 823.153.  CONTROLLER OF DOMESTIC INSURER CONSIDERED DOMESTIC INSURER.  For purposes of this subchapter, any person who controls a domestic insurer is considered to be a domestic insurer unless:
(1)  the assets of all insurance subsidiaries of the person are equal to less than 20 percent of the person's consolidated assets;
(2)  the gross revenues, including investment income, of all insurance subsidiaries of the person are equal to less than 20 percent of the person's consolidated gross revenues;  and
(3)  the shareholders' equity of all insurance subsidiaries of the person is equal to less than 20 percent of the person's consolidated shareholders' equity.
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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.154. Requirements for Acquisition or Exercise of Control or Divestiture of Domestic Insurer

Sec. 823.154.  REQUIREMENTS FOR ACQUISITION OR EXERCISE OF CONTROL OR DIVESTITURE OF DOMESTIC INSURER.  (a)  Before a person who directly or indirectly controls, or after the acquisition would directly or indirectly control, a domestic insurer may in any manner acquire a voting security of a domestic insurer or before a person may otherwise acquire control of a domestic insurer or exercise any control over a domestic insurer, or before a person may initiate a divestiture of control of a domestic insurer:
(1)  the acquiring person shall file with the commissioner a statement that satisfies the requirements of Subchapter E;
(2)  the acquisition or divestiture of control must be approved by the commissioner in accordance with this subchapter; and
(3)  if the person is initiating a divestiture of control, the divesting person shall file with the commissioner a notice of divestiture on a form adopted by the National Association of Insurance Commissioners or adopted by the commissioner by rule.
(b)  The acquiring person or divesting person shall send a copy of the statement filed under this section to the domestic insurer.
(c)  A statement or notice filed under this section must be filed not later than the 60th day before the proposed effective date of the acquisition or change of control or divestiture and is subject to public inspection at the office of the commissioner.
(d)  Notwithstanding Subsection (a), a divesting person is not required to provide the commissioner with notice of divestiture required by Subsection (a)(3) if an acquiring person submits the statement required by Subsection (a)(1) and that acquisition is approved by the commissioner.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.  Amended by Acts 2003, 78th Leg., ch. 1276, Sec. 10A.202(a), eff. Sept. 1, 2003.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 922 (S.B. 1431), Sec. 12, 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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.155. Amendment of Statement

Sec. 823.155.  AMENDMENT OF STATEMENT.  If a material change occurs in the facts contained in a statement filed under Section 823.154, the person required to file the statement shall, not later than the second business day after the date the person learns of the change, file with the commissioner and send to the domestic insurer an amendment stating the change and a copy of each document and other material relevant to the change.
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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.156. Notice Expenses

Sec. 823.156.  NOTICE EXPENSES.  (a)  A person who files a statement under Section 823.154 shall pay the expenses of mailing each related notice required by the commissioner.
(b)  As security for the payment of the expenses, the person, at the request of the commissioner or the domestic insurer, shall file with the commissioner an acceptable bond or other deposit in an amount determined 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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.159. Hearing; Time of Determination

Sec. 823.159.  HEARING;  TIME OF DETERMINATION.  (a)  A hearing under Section 823.152, 823.157, or 823.160 shall be held not later than the 60th day after the date of the denial.
(b)  Not later than the 21st day before the date of the hearing, the commissioner shall give notice of the hearing to the person who filed the statement and to the domestic insurer unless the person and the domestic insurer waive notice.
(c)  The person who filed the statement and the domestic insurer shall provide notice of the hearing in the time and manner specified by the commissioner to each person designated by the commissioner.
(d)  The acquiring person has the burden of providing sufficient competent evidence for the commissioner to make the findings required under Section 823.157.
(e)  The commissioner shall make a determination on the acquisition of control not later than the 60th day after the date the record of the hearing is closed.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.  Amended by Acts 2003, 78th Leg., ch. 1276, Sec. 10A.203(c), (d), eff. Sept. 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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.160. Deadline for Completion of Acquisition

Sec. 823.160.  DEADLINE FOR COMPLETION OF ACQUISITION.  (a)  An acquisition of control of a domestic insurer must be completed not later than the 90th day after the date of the commissioner's order approving the acquisition unless the commissioner on a showing of good cause for the delay grants an extension in writing.
(b)  An increase in a company's capital and surplus required under this code because of the change of control of a domestic insurer must be completed not later than the 90th day after the date of the commissioner's order approving the change of control and before the insurance company writes any new insurance business.
(c)  If a deadline under Subsection (a) or (b) is not met, the person seeking to acquire control of the domestic insurer shall resubmit the statement required by Section 823.154 and the commissioner may reconsider approval of acquisition of control under 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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.161. Insurer's Duty to Notify

Sec. 823.161.  INSURER'S DUTY TO NOTIFY.  (a)  Not later than the 30th day after the date an event requiring notice under this subchapter occurs, an insurer authorized to engage in the business of insurance in this state shall notify the commissioner in writing of the identity of any person who the insurer knows, or has reason to believe, controls or has taken any action, other than preliminary negotiations or discussions, to acquire control of the insurer.
(b)  This section does not apply to a foreign insurer that is subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of the insurer's domicile that are substantially similar to the requirements and standards provided by 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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.162. Prohibition on Certain Actions Related to Acquisition of Control or Merger

Sec. 823.162.  PROHIBITION ON CERTAIN ACTIONS RELATED TO ACQUISITION OF CONTROL OR MERGER.  A person may not effect or attempt to effect an acquisition of control of or merger with a domestic insurer unless the commissioner has approved the acquisition or 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 823 - Insurance Holding Company Systems › Subchapter D. Control of Domestic Insurer; Acquisition or Merger › Section 823.163. Retention of Control

Sec. 823.163.  RETENTION OF CONTROL.  (a)  This section applies only to a domestic insurer that is a controlled insurer, regardless of when that control was acquired.
(b)  A person violates this section if:
(1)  the person is a domestic insurer, a person who controls the domestic insurer, including the insurer's holding company, or an officer or director of the insurer or controlling person who violates this chapter or otherwise demonstrates untrustworthiness affecting the domestic insurer;
(2)  the person is a domestic insurer that violates Chapter 15, Business & Commerce Code, or another antitrust law of this state;  or
(3)  the person is a domestic insurer's affiliate that violates Chapter 15, Business & Commerce Code, or another antitrust law of this state and whose violation affects the domestic insurer.
(c)  If, after notice and an opportunity for a hearing, the commissioner determines that a person violates this section, the commissioner shall issue written findings and an order based on those findings that directs the person to take appropriate action to cure the violation.  The commissioner shall serve the order and findings on the person and the affected domestic insurer.
(d)  In addition to this chapter, Subchapter C, Chapter 801, applies to a person who fails to comply with an order under this section.
(e)  The commissioner may require the submission of any information the commissioner considers necessary to determine whether retention of control complies with this chapter and may require, as a condition of approval of the retention of control, that all or any part of that information be disclosed to the domestic insurer's shareholders.
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 D. Control of Domestic Insurer; Acquisition or Merger › Section 823.165. Violation of Subchapter

Sec. 823.165.  VIOLATION OF SUBCHAPTER.  The failure to file a statement, amendment, or other material required to be filed under this subchapter is a violation of 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 E. Acquisition Statement › Section 823.201. Acquiring Person

Sec. 823.201.  ACQUIRING PERSON.  (a)  A statement required under Section 823.154 must contain the name and address of the acquiring person.
(b)  If the acquiring person is an individual, the statement must contain:
(1)  the acquiring person's principal occupation or employment;
(2)  each material occupation, employment, office, or position held by the acquiring person during the preceding five-year period;  and
(3)  any criminal conviction of the acquiring person, other than a conviction of a minor traffic violation, during the preceding 10-year period.
(c)  If the acquiring person is not an individual, the statement must contain:
(1)  a report of the nature of the acquiring person's business operations during the preceding five-year period or, if the acquiring person and any predecessors of the acquiring person have been in existence for less than five years, during that shorter period;
(2)  a description, complete in all material respects, of any business the acquiring person intends to begin;  and
(3)  a list that contains:
(A)  the name of each director or executive officer of the acquiring person, or individual who performs or who is to perform, functions appropriate to that position;  and
(B)  for each individual listed under Paragraph (A), the information required for an individual under Subsection (b).
(d)  The acquiring person shall agree to provide the annual enterprise risk report required by Section 823.0595 for as long as the acquiring person maintains control of the insurer.
(e)  The acquiring person and all subsidiaries within the acquiring person's control in the insurance holding company system shall provide information to the commissioner on request of the commissioner as the commissioner deems necessary to evaluate enterprise risk to the insurer.
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. 14, 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 E. Acquisition Statement › Section 823.202. Consideration for Acquisition

Sec. 823.202.  CONSIDERATION FOR ACQUISITION.  (a)  A statement required under Section 823.154 must contain:
(1)  the source, nature, and amount of consideration for the acquisition of control;
(2)  a description of any transaction from which the consideration for the acquisition of control is obtained;  and
(3)  the identity of each person providing the consideration.
(b)  On request of the person filing the statement, the identity of a commercial lender who in the ordinary course of business provides consideration for the acquisition is confidential.
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 823.203. Financial Information About Acquiring Person

Sec. 823.203.  FINANCIAL INFORMATION ABOUT ACQUIRING PERSON.  (a)  A statement required under Section 823.154 must contain:
(1)  fully audited financial information about the earnings and financial condition of the acquiring person for the preceding three fiscal years or, if the acquiring person and any predecessors of the acquiring person have been in existence for less than three fiscal years, for that shorter period;  and
(2)  similar unaudited financial information about the earnings and financial condition of the acquiring person as of a date not earlier than the 120th day preceding the date the statement is filed.
(b)  The statement must be accompanied by an affidavit or certification of the chief financial officer of the acquiring person stating that:
(1)  the unaudited financial information provided under Subsection (a) is true and correct, as of its date;  and
(2)  a material change in financial condition, as determined under Section 823.054, did not occur during the period beginning on the date of that information and ending on the date of the affidavit or certification.
(c)  If an acquiring person is an individual, the acquiring person shall provide the personal unaudited financial information required by the commissioner.
(d)  If an acquiring person is an insurer authorized to engage in the business of insurance in this state and actively engaging in the business of insurance, the acquiring person may provide financial statements that conform to the requirements of:
(1)  the annual statements of the insurer filed with the insurance department of the insurer's state of domicile;  and
(2)  insurance or other accounting principles prescribed by or authorized under the law and regulations of the state of domicile.
(e)  A statement required under Section 823.154 must contain additional financial information in the form or substance required by the commissioner that is material to a finding under Section 823.157(3).
(f)  The commissioner may waive any financial information required under this section that the commissioner does not consider to be material.
Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. June 1, 2003.