2023 Laws of Puerto Rico › TITLE TWENTY-SIX - Insurance (§§ 101 — 10377) › Subtitle 1 - Insurance Generally (§§ 101 — 4513) › Chapter 44 - Insurance Holding Company System Regulatory Act (§§ 4401 — 4414) › § 4405 - Registration of insurers or health service organizations

(a) Registration.— Every insurer and health service organization which is authorized to do business in Puerto Rico and which is a member of an insurance holding company system shall register with the Commissioner, except a foreign insurer subject to registration requirements and standards adopted by statutes and regulations in the jurisdiction of its domicile which are substantially similar to those contained in:
(1) This section;
(2) subsections (a)(1), (b) and (d) of § 4406 of this title; and
(3) § 4406(a)(2) of this title.
(b) Information and form required.— Every insurer or health service organization subject to registration shall file the registration statement with the Commissioner on a form and in a format prescribed by the NAIC, which shall contain the following current information:
(1) The capital structure, general financial condition, ownership and management of the insurer or health service organization and any person controlling the insurer or health service organization.
(2) The identity and relationship of every member of the insurance holding company system.
(3) The following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the insurer or health service organization and its affiliates:
(A) Loans, other investments, purchases, sales, or exchanges of securities of the affiliates by the insurer or health service organization, or of the insurer or health service organization by its affiliates;
(B) Purchases, sales, or exchange of assets;
(C) Transactions not in the ordinary course of business;
(D) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the insurer or health service organization’s assets to liability, other than insurance contracts entered into in the ordinary course of the insurer or health service organization’s business;
(E) All management agreements, service contracts, and all cost-sharing arrangements;
(F) Reinsurance agreements;
(G) Dividends and other distributions to shareholders; and
(H) Consolidated tax allocation agreements.
(4) Any pledge of the insurer’s stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system.
(5) Other matters concerning transactions between registered insurers or health service organizations and any affiliates as may be included from time to time in any registration forms adopted or approved by the Commissioner.
(6) If requested by the Commissioner, the insurer or health service organization shall include its financial statement or the financial statement of the insurance holding company system to which it forms a part of, including all affiliates. This also includes the audited financial statements filed with the U.S. Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, or the Securities Exchange Act of 1934. The person in control of the insurer or health service organization required to file financial statements may satisfy the request by providing with the most recently filed financial statements that have been filed with the U.S. Securities and Exchange Commission.
(7) The regulations, adopted and duly approved by the Board of Directors, regarding internal control procedures, supervision and monitoring of operations, and management of the insurer or health service organization’s corporation.
(8) Any other information required by the Commissioner by rule or regulation.
(c) Summary of changes to registration statement.— All registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement.
(d) Materiality.— No information need be disclosed on the registration statement filed pursuant to subsection (b) of this section if the information is not material for the purposes of this section. Unless the Commissioner by regulation or order provides otherwise; sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent (0.5%) or less of an insurer or health service organization’s admitted assets as of the 31st day of December next preceding shall not be deemed material for purposes of this section.
(e) Reporting of dividends to shareholders.— Subject to the provisions in § 4406(b) of this title, each registered insurer or health service organization shall report to the Commissioner all dividends and other distributions to shareholders within fifteen (15) business days following the declaration thereof.
(f) Information of insurers or health service organizations.— Any person within an insurance holding company system subject to registration shall be required to provide complete and accurate information to an insurer or health service organization, where the information is reasonably necessary to enable the insurer or the health service organization to comply with the provisions of this chapter.
(g) Termination of registration.— The Commissioner shall terminate the registration of any insurer or health service organization which demonstrates that it no longer is a member of an insurance holding company system.
(h) Consolidated filing.— The Commissioner may require or allow two (2) or more affiliated insurers or health service organizations subject to registration to file a consolidated registration statement.
(i) Alternative registration.— The Commissioner may allow an insurer or health service organization which is authorized to do business in this jurisdiction and which is part of an insurance holding company system to register on behalf of any affiliated insurer or health service organization which is required to register under subsection (a) of this section and to file all information and material required to be filed under this section.
(j) Exemptions.— The provisions of this section shall not apply to any insurer or health service organization, information or transaction if and to the extent that the Commissioner by regulation or order shall exempt the same from the provisions of this section.
(k) Disclaimer of non-affiliation.— A disclaimer of non-affiliation with authorized insurers may be filed by any person, insurer, health service organization or member of an insurance holding company system. The disclaimer shall fully disclose all material relationships and bases for affiliation between the parties as well as the basis for disclaiming the non-affiliation. After filing the disclaimer, the insurer or health service organization is relieved of any duty to register or file reports under this section, which may arise out of the insurer’s relationship with such person, unless the Commissioner disallows such a disclaimer. The Commissioner shall only disallow the disclaimer of non-affiliation after furnishing all parties in interest with notice, holding a public hearing, and establishing the specific findings of fact to support such disallowance.
(l) Violations.— The failure to file a registration statement or the summary required by this Section within the time specified for filing shall be a violation of this chapter.
(m) Enterprise risk.— The ultimate controlling person of every insurer or health service organization shall also file an annual enterprise risk report. The report shall, to the best of the ultimate controlling person’s knowledge and belief, involve one or more persons affiliated with the insurer or health service organization that, if not remedied promptly, is likely to have an adverse effect upon the financial condition or liquidity of the insurer or the members within the insurance holding company system. The report shall be filed with the domiciliary Commissioner of the ultimate controlling person of the insurer or health service organization as determined by the procedures within the Financial Analysis Handbook adopted by the National Association of Insurance Commissioners (NAIC).
History —Ins. Code, added as § 44.050 on Mar. 7, 2012, No. 51, § 1, eff. 30 days after Mar. 7, 2012.