reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 6 - Insurance Information and Privacy Protection › § 38.2-624. Investigation of a cybersecurity event

A. If a licensee learns that a cybersecurity event has or may have occurred, the licensee or an investigator shall conduct a prompt investigation.
B. During the investigation, the licensee or an investigator shall, at a minimum, determine as much of the following information as possible:
1. Determine whether a cybersecurity event has occurred;
2. Assess the nature and scope of the cybersecurity event;
3. Identify any nonpublic information that may have been involved in the cybersecurity event; and
4. Perform or oversee reasonable measures to restore the security of the information systems compromised in the cybersecurity event in order to prevent further unauthorized acquisition, release, or use of nonpublic information in the licensee's possession, custody, or control.
C. If a licensee learns that a cybersecurity event has or may have occurred in a system maintained by a third-party service provider, the licensee will complete the steps listed in subsection B or make reasonable efforts to confirm and document that the third-party service provider has completed those steps.
D. Each licensee shall maintain records concerning all cybersecurity events for a period of at least five years from the date of the cybersecurity event and shall produce those records upon demand of the Commissioner.
2020, c. 264.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 6 - Insurance Information and Privacy Protection › § 38.2-627. Powers and duties of the Commission; exclusive state standards

A. The Commissioner may examine and investigate the affairs of any licensee to determine whether a licensee has been or is engaged in any conduct in violation of this article. This power is in addition to the powers that the Commissioner has under Article 4 of Chapter 13 (38.2-1300 et seq.) and Chapter 18 (38.2-1800 et seq.). Any such investigation or examination shall be conducted pursuant to Chapters 13 and 18.
B. Whenever the Commissioner has reason to believe that a licensee has been or is engaged in conduct in the Commonwealth that violates this article, the Commissioner may take action that is necessary or appropriate to enforce the provisions of this article.
C. The Commission may examine and investigate the affairs of any insurance-support organization that acts on behalf of an insurance institution or agent as defined in § 38.2-602 and that either (i) transacts business in the Commonwealth or (ii) transacts business outside the Commonwealth and has an effect on a person residing in the Commonwealth, in order to determine whether the insurance-support organization has been or is engaged in any conduct in violation of this article.
D. The Commission shall adopt rules and regulations implementing the provisions of this article.
E. This article and any rules adopted pursuant to this article establish the exclusive state standards applicable to licensees for data security, the security of nonpublic information, the investigation of cybersecurity events, and notification of cybersecurity events for those individuals and entities subject to this article.
2020, c. 264.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 6 - Insurance Information and Privacy Protection › § 38.2-629. Exceptions

A. The following exceptions shall apply to this article:
1. A licensee subject to HIPAA that has established and maintains an information security program pursuant to such statutes, rules, regulations, or procedures established thereunder shall be considered to meet the requirements of § 38.2-623, provided that licensee is compliant with, and submits a written statement certifying its compliance with, the same, and certifies that it will protect nonpublic information not subject to HIPAA in the same manner it protects information that is subject to HIPAA, and any such licensee that investigates a cybersecurity event and notifies consumers in accordance with HIPAA and any HIPAA-established rules, regulations, or procedures shall be considered compliant with the requirements of §§ 38.2-624 and 38.2-626.
2. An employee, agent, representative or designee of a licensee, who is also a licensee, is exempt from §§ 38.2-623, 38.2-624, 38.2-625, and 38.2-626 and need not develop its own information security program or conduct an investigation of or provide notices to the Commissioner and consumers relating to a cybersecurity event, to the extent that the employee, agent, representative, or designee is covered by the information security program, investigation, and notification obligations of the other licensee.
3. A licensee affiliated with a depository institution that maintains an information security program in compliance with the Interagency Guidelines Establishing Standards for Safeguarding Customer Information (Interagency Guidelines) as set forth pursuant to §§ 501 and 505 of the federal Gramm-Leach-Bliley Act, P.L. 106-102, shall be considered to meet the requirements of § 38.2-623 and any rules, regulations, or procedures established thereunder, provided that the licensee produces, upon request, documentation satisfactory to the Commissioner that independently validates the affiliated depository institution's adoption of an information security program that satisfies the Interagency Guidelines.
B. If a licensee ceases to qualify for an exception, such licensee shall have 180 days from the date it ceases to qualify to comply with this article.
2020, c. 264.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 7 - Antitrust Provisions › § 38.2-700. When domestic insurer may hold stock of another insurer

Subject to Article 6 (§ 38.2-1335 et seq.) of Chapter 13 and Chapter 14 (§ 38.2-1400 et seq.) of this title, any domestic insurer may retain, invest in or acquire the whole or any part of the capital stock of any other insurer, unless the effect of such action (i) substantially lessens competition generally or (ii) tends to create a monopoly, in the business of insurance.
1952, c. 317, § 38.1-58; 1983, c. 457; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 7 - Antitrust Provisions › § 38.2-701. When director of a domestic insurer may be a director of another insurer

Any domestic insurer may have a director who is also a director of another domestic, foreign or alien insurer, unless the effect thereof (i) substantially lessens competition generally or (ii) tends to create a monopoly, in the business of insurance.
1952, c. 317, § 38.1-59; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 7 - Antitrust Provisions › § 38.2-702. Violations; procedure; cease and desist orders

If the Commission has reason to believe that there is a violation of either § 38.2-700 or § 38.2-701, it shall issue and serve upon the insurer or the director concerned a statement of the charges and a notice of a hearing to be held at a time and place fixed in the notice, which shall not be less than thirty days after notice is served. The notice shall require the insurer or director to show cause why an order should not be issued directing the alleged offender to cease and desist from the violation. At such hearing, the insurer or director shall have an opportunity to be heard and to show cause why an order should not be issued requiring the insurer or director to cease and desist from the violation. In all matters in connection with such charges or hearing, the Commission shall have the jurisdiction, power, and authority granted or conferred upon it by Title 12.1, and, except as otherwise provided in this chapter, the procedure shall conform to and the right of appeal shall be the same as that provided in that title.
1952, c. 317, § 38.1-60; 1971, Ex. Sess., c. 1; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 7 - Antitrust Provisions › § 38.2-703. Cease and desist orders may be entered

If, after a hearing, the Commission finds that there has been a violation of § 38.2-700 or § 38.2-701, it may issue an order reciting its findings and directing the insurer or director to cease and desist from the violation.
1952, c. 317, § 38.1-61; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 7 - Antitrust Provisions › § 38.2-704. Penalties

A. Any person who violates a cease and desist order entered under § 38.2-703 shall be subject to the provisions of § 38.2-218.
B. Any person convicted of violating this chapter may, in addition, be punished under the provisions of Chapter 1.1 (§ 59.1-9.1 et seq.) of Title 59.1.
1952, c. 317, § 38.1-62; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-800. Definition

For the purposes of this article, "insurer" includes health services plans, health maintenance organizations, legal services plans, dental or optometric services plans, and unlicensed insurers approved by the Commission to issue surplus lines coverage as respectively provided for in Chapters 42, 43, 44, 45, and 48 of this title.
1986, c. 562; 2007, c. 157.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-801. What constitutes appointment of agent for service of process

A. The clerk of the Commission shall be deemed to be appointed by any insurer unlicensed in this Commonwealth as its agent for the service of process in accordance with § 13.1-758 if any of the following acts are effected by mail or otherwise in this Commonwealth:
1. The issuance or delivery of insurance contracts to residents of this Commonwealth or to corporations authorized to do business in this Commonwealth;
2. The solicitation of applications for these insurance contracts;
3. The collection of premiums, membership fees, assessments or other considerations for these insurance contracts; or
4. The transaction of any other insurance business in connection with these insurance contracts.
1952, c. 317, § 38.1-64; 1956, c. 431; 1958, c. 597; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-802. How process served

Service of process or notice upon any unlicensed insurer in any suit, action or proceeding arising out of or in connection with the acts listed in § 38.2-801 in this Commonwealth shall be made in the manner prescribed in § 13.1-758.
1952, c. 317, § 38.1-65; 1956, c. 431; 1958, c. 597; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-803. Alternate method of service

A. Service of process or notice in any action, suit or proceeding shall be valid if:
1. Served upon any person within this Commonwealth who, in this Commonwealth on behalf of the unlicensed insurer, is (i) soliciting insurance, (ii) making, issuing, or delivering any insurance contract, or (iii) collecting or receiving any premium, membership fee, assessment or other consideration for insurance; and
2. A copy of the process or notice is sent within ten days thereafter by registered mail to the unlicensed insurer at its last known principal place of business.
B. A post-office receipt showing the sender's name, and the unlicensed insurer's name and address, and the plaintiff's or plaintiff's attorney's affidavit of compliance with the procedures set out in subsection A of this section shall be filed with the clerk of the court in which the proceeding is pending on or before the date the unlicensed insurer is required to appear, or within such further time as the court allows.
1952, c. 317, § 38.1-66; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-805. When judgment may be entered

No judgment based on default of appearance shall be entered against any defendant served pursuant to § 38.2-803 until the expiration of thirty days from the date that the affidavit of compliance is filed.
1952, c. 317, § 38.1-68; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-806. Defense of action by unlicensed insurer

A. Before any unlicensed insurer files or causes to be filed any pleading in any action, suit or proceeding instituted against it, that insurer shall either:
1. Deposit cash or securities with the clerk of the court in which the action, suit or proceeding is pending, or file with the clerk a bond in an amount to be fixed by the court which shall be sufficient to secure the payment of any final judgment; or
2. Procure a certificate of authority and a license to transact the business of insurance in this Commonwealth.
B. The court may order a postponement in any action, suit or proceeding in which service is made in the manner provided in § 38.2-802 or § 38.2-803 to afford the unlicensed insurer reasonable opportunity to comply with the provisions of subsection A of this section and to defend the action.
C. Nothing in subsection A of this section shall be construed to prevent any unlicensed insurer from appearing specially in the suit or other proceeding in which service was made in the manner provided in this article on the ground either that (i) the insurer has not done any of the acts listed in § 38.2-801, or (ii) the person on whom service was made pursuant to § 38.2-803 was not doing any of the acts listed in § 38.2-803.
1952, c. 317, § 38.1-69; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-807. Attorney fees

A. In any action against an unlicensed insurer upon an insurance contract issued or delivered in this Commonwealth to a resident of this Commonwealth or to a corporation authorized to do business in this Commonwealth, the court may allow the plaintiff a reasonable attorney fee if (i) the insurer has failed to make payment in accordance with the terms of the contract for 30 days after demand prior to the commencement of the action and (ii) the court concludes that the refusal was vexatious and without reasonable cause. The fee shall not exceed 33 1/3 percent of the amount that the court or jury finds the plaintiff is entitled to recover against the insurer, but shall be at least $200.
B. Failure of the insurer to defend the action shall be deemed prima facie evidence that its failure to make payment was vexatious and without reasonable cause.
1952, c. 317, § 38.1-70; 1986, c. 562; 2010, c. 343.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-809. What constitutes appointment of agent for service of process

The clerk of the Commission shall be deemed to be appointed by any unlicensed nonresident broker or agent as its agent for the service of process pursuant to § 13.1-758 if any of the following acts are effected by mail or otherwise in this Commonwealth by such unlicensed nonresident broker or agent: (i) the issuance or delivery of insurance contracts to residents of this Commonwealth or to corporations authorized to do business in this Commonwealth, (ii) the solicitation of applications for such contracts, (iii) the collection of premiums, membership fees, assessments or other considerations for such contracts, or (iv) the transaction of any other insurance business in connection with such contracts.
1958, c. 180, § 38.1-70.2; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-810. How process or notice served

Service of process or notice upon any unlicensed nonresident broker or agent in any suit, action or proceeding arising out of or in connection with the acts enumerated in § 38.2-809 in this Commonwealth shall be made in the manner prescribed in § 13.1-758.
1958, c. 180, § 38.1-70.3; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-811. Other legal service not limited

Nothing in this article shall limit the right to serve any process or notice upon any unlicensed nonresident broker or agent in any other manner permitted by law.
1958, c. 180, § 38.1-70.4; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-813. What constitutes appointment of agent for service of process

The Clerk of the Commission shall be deemed to be appointed by any unlicensed public adjuster as its agent for the service of process pursuant to § 13.1-758 if any of the following acts are effected by mail or otherwise in the Commonwealth by such unlicensed public adjuster: (i) the investigation, negotiation, adjustment, or provision of advice to insureds in relation to first party claims arising under insurance contracts that insure real or personal property located in the Commonwealth; (ii) the solicitation of public adjusting for such contracts; (iii) the collection of fees, commissions, salaries, or other considerations for such contracts; or (iv) the transaction of any other insurance business in connection with such contracts.
2012, cc. 734, 735.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 8 - Service of Process › § 38.2-814. How process or notice served

Service of process or notice upon any unlicensed public adjuster in any suit, action, or proceeding arising out of or in connection with the acts enumerated in § 38.2-813 in the Commonwealth shall be made in the manner prescribed in § 13.1-758.
2012, cc. 734, 735.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 9 - Transition Provisions › § 38.2-900. Workers' compensation

All acts and parts of acts inconsistent with the provisions of this title are hereby repealed to the extent of the inconsistency. However, the provisions of this title shall not amend or repeal any provisions of Title 65.2 relating to workers' compensation.
1952, c. 317, § 38.1-43.1; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 9 - Transition Provisions › § 38.2-901. References to former sections of Title 38 or Title 38.1

Wherever any of the conditions, requirements, provisions or contents of any section of Title 38 as such title existed prior to July 1, 1952, or Title 38.1, as that title existed before July 1, 1986, are transferred to a new or different section, and wherever any such old section is given a new section number in this title, all references to the former section of Title 38 or Title 38.1 appearing elsewhere in this Code than in this title shall be construed to apply to the new or renumbered section containing the conditions, requirements, provisions or contents.
1952, c. 317, § 38.1-43.2; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 9 - Transition Provisions › § 38.2-902. Existing licenses

Each license of an insurer, agent, surplus lines broker, or other person, issued and in force immediately before July 1, 1986, shall continue in force until its date of expiration or until terminated as provided in this title.
1952, c. 317, § 38.1-43.3; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 9 - Transition Provisions › § 38.2-903. Existing form of policy, contract, certificate, application, rider or endorsement

If any form does not comply with the provisions of this title but did comply with the provisions of any regulation or statute repealed by this Act of Assembly, it may continue to be used for a period of twelve months following July 1, 1986, unless the Commission prescribes otherwise pursuant to authority conferred by law.
1952, c. 317, § 38.1-43.4; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 9 - Transition Provisions › § 38.2-904. Existing rates

Every rate filed and presently in effect is continued and made effective until new rates are filed and become effective in accordance with the provisions of this title.
1952, c. 317, § 38.1-43.5; 1972, c. 836; 1973, c. 504; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1000. Incorporation of domestic stock insurers

Domestic stock insurers shall be incorporated under the provisions of Article 3 (§ 13.1-618 et seq.) of Chapter 9 of Title 13.1. A foreign insurer may become a domestic insurer under the provisions of Article 11 (§ 13.1-705 et seq.) or Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1. Except as otherwise provided in this title, domestic stock insurers shall be subject to all the general restrictions and shall have all the general powers imposed and conferred by law.
Code 1950, §§ 38-27, 38-28; 1952, c. 317, § 38.1-71; 1956, c. 431; 1986, c. 562; 1995, c. 69; 2005, c. 765.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1001. Incorporation of domestic mutual insurers

Domestic mutual insurers shall be incorporated under the provisions of Article 3 (§ 13.1-818 et seq.) of Chapter 10 of Title 13.1. A foreign insurer may become a domestic insurer under the provisions of Article 10 (§ 13.1-884 et seq.) or Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1. Except as otherwise provided in this title, domestic mutual insurers shall be subject to all the general restrictions and shall have all the general powers imposed and conferred by law.
Code 1950, §§ 38-27, 38-497, 38-498, 38-500, 38-501, 38-502; 1952, c. 317, § 38.1-74; 1956, c. 431; 1986, c. 562; 1995, c. 69.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1002. Additional requirements of articles of incorporation; name

The articles of incorporation for a domestic mutual insurer shall be signed by at least twenty natural persons, a majority of whom are legal residents of this Commonwealth. The articles shall, in addition to complying with the requirements of Article 3 (§ 13.1-818 et seq.) of Chapter 10 of Title 13.1, set forth the classes of insurance the insurer proposes to write.
Code 1950, §§ 38-28, 38-497, 38-498, 38-499; 1952, c. 317, § 38.1-75; 1956, c. 431; 1958, c. 596; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1003. When corporate status attained; bylaws filed with Commission

A domestic mutual insurer shall have legal existence as soon as the charter has been recorded with the Commission, after which the board of directors named in the charter may adopt bylaws and accept applications for insurance. However, no insurance shall be put in force until the insurer has been licensed to transact the business of insurance as provided by this chapter. The bylaws and any amendments shall be filed with the Commission within thirty days after adoption.
Code 1950, § 38-503; 1952, c. 317, § 38.1-76; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1004. Voting

Each member of a domestic mutual insurer shall have one vote, or a number of votes based upon the insurance in force, the number of policies held, or the amount of premiums paid, as provided in the bylaws of the insurer.
Code 1950, § 38-507; 1952, c. 317, § 38.1-77; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005. Certain mutual companies and societies not to become stock companies without approval of Commission

No mutual insurance company, mutual assessment property and casualty insurer, cooperative nonprofit life benefit company, mutual assessment life, accident and sickness company, burial society, or fraternal benefit society shall be converted into a stock corporation unless such conversion and the plan for conversion are approved by the Commission. The insurer shall comply with § 38.2-1028 before approval for conversion is granted by the Commission unless the Commission finds that the insurer will have the required capital and surplus within a reasonable time after conversion. A society or other nonstock company licensed under any chapter of this title except Chapter 10 (§ 38.2-1000 et seq.) shall be licensed as a mutual insurer subject to § 38.2-1029 prior to seeking approval for conversion under § 38.2-1005.1 or § 38.2-1005.1:9.
1952, c. 317, § 38.1-79; 1970, c. 636; 1986, c. 562; 2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1. Conversion of a domestic mutual insurer to a domestic stock insurer

A. Any domestic mutual insurer may convert to a domestic stock insurer pursuant to a plan of conversion approved by the Commission.
B. The Commission shall approve any such plan of conversion if, after giving notice and an opportunity to be heard to the policyholders of the domestic mutual insurer, the Commission determines that:
1. The terms and conditions of the plan are fair and equitable to the policyholders of the domestic mutual insurer;
2. The plan is subject to approval by a vote of more than two-thirds of all votes cast on the plan at a meeting of the members of the domestic mutual insurer called for that purpose at which a quorum is present;
3. Except as otherwise provided in subdivision 4 of this subsection, the plan allocates and directs that the entire stock ownership interests and other consideration to be distributed pursuant to the plan of conversion be distributed to the policyholders of the domestic mutual insurer;
4. In the case of a domestic mutual insurer that converted from a health services plan that was in existence prior to December 31, 1987, the plan of conversion allocates and distributes to the State Treasurer, in addition to any shares of stock that the Commonwealth may be entitled to receive as a policyholder, shares of stock or cash or both with a value equal to the surplus, computed in accordance with generally accepted accounting principles, of such health services plan on December 31, 1987, plus ten million dollars; and
5. Immediately after the conversion, the insurer will have the fully paid capital stock and surplus required by applicable law.
C. A plan of conversion that utilizes a statutory merger in order to effect a conversion may be approved in accordance with this section and § 38.2-1005.1:9, and the provisions of § 38.2-1018 shall not be applicable to such plan of conversion.
1996, cc. 801, 831; 2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:2. Formation of mutual holding company and conversion of mutual company

A mutual company, upon approval of the Commission, may reorganize by forming a mutual holding company and continue the corporate existence of the reorganizing mutual company as a stock insurance company in accordance with the provisions of this article. At the time a plan of MHC conversion becomes effective and without any further action:
1. The mutual company shall become a stock corporation, the membership interests of the policyholders in the mutual company shall be deemed extinguished and all eligible members of the mutual company shall become members of the mutual holding company in accordance with the articles of incorporation and bylaws of the mutual holding company and the applicable provisions of this article and Chapter 10 (§ 38.2-1000 et seq.) of this title; and
2. All of the shares of capital stock of the converted company shall be issued to the mutual holding company that, at all times thereafter, shall own not less than a majority of the issued shares of the voting stock of the converted company; however, either at the time the conversion becomes effective or, with the Commission's approval, at any later time, the voting shares of the converted company may be held by one or more intermediate holding companies so long as the mutual holding company at all times owns, directly or indirectly, a majority of the voting shares of the converted company.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:3. Mutual holding company membership interest

A. A member of a mutual holding company shall not transfer membership in the company or any right arising from membership.
B. A member of a mutual holding company shall not, as a member, be personally liable for or subject to assessment on account of any act, debt, liability or obligation of the MHC or of any entity owned or controlled by the MHC.
C. A membership interest in a mutual holding company shall not constitute a security under the laws of the Commonwealth.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:6. Corporate existence

A. Upon conversion of a mutual company to a converted company in accordance with the provisions of this article, the corporate existence of the mutual company shall be continued in the converted company with the original date of incorporation of the mutual company. All rights, franchises and interests of the mutual company in and to any type of property, real, personal, mixed, tangible or intangible, held immediately prior to the effective date of the conversion shall be deemed transferred to and vested in the converted company without further act or deed. Simultaneously, the converted company shall be deemed to have assumed all obligations and liabilities of the mutual company that existed immediately prior to the conversion.
B. Unless otherwise provided in the plan of MHC conversion, the directors and officers of the mutual company shall serve as the directors and officers of the converted company until new directors and officers of the converted company are elected in accordance with the articles of incorporation and bylaws of the converted company.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:7. Regulation and authority of a mutual holding company

A. A mutual holding company organized under Title 13.1 pursuant to the authority granted by this article shall have all of the powers granted to a domestic mutual insurance company licensed under Chapter 10 (§ 38.2-1000 et seq.) and shall be subject to the same limitations and restrictions imposed on insurance holding companies by Article 5 (§ 38.2-1322 et seq.), Article 5.1 (§ 38.2-1334.3 et seq.), Article 5.2 (§ 38.2-1334.11 et seq.), and Article 6 (§ 38.2-1335 et seq.) of Chapter 13 as well as all requirements and provisions of the laws of this Commonwealth that are not inconsistent with the provisions of this article except that a mutual holding company shall not have authority to transact insurance pursuant to this title.
B. Neither the mutual holding company nor any intermediate holding company shall issue or reinsure policies of insurance.
C. A mutual holding company may enter into an affiliation agreement or merger agreement either at the time of the conversion, or at some later time with the approval of the Commission, with any mutual insurance company licensed to transact insurance in this Commonwealth or another mutual holding company. Any such merger agreement may authorize members of the mutual insurance company or other mutual holding company to become members of the mutual holding company. Any such affiliation or merger agreement shall be subject to the provisions of this title relating to transactions entered into by a mutual insurance company organized and licensed under the laws of this Commonwealth.
D. The assets of the mutual holding company shall be held in trust under such arrangements and on such terms as the Commission may approve for the benefit of the policyholders of the converted company. Any residual rights of the MHC in such assets or any of the assets of the MHC determined not to be held in trust shall be subject to a lien in favor of the policyholders of the converted company under such terms as the Commission may approve. Upon conversion of the mutual holding company as provided for in § 38.2-1005.1:9, such assets shall be released from trust in accordance with the plan of conversion approved by the Commission.
2001, c. 726; 2014, c. 248; 2017, c. 643.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:8. Diversion of business to affiliates

Without prior approval of the Commission, neither the converted company nor any person affiliated with or controlling the converted company shall divert business from the converted company to any insurance company affiliated with the converted company if the purpose or effect of such diversion would be to reduce significantly the number of members of the mutual holding company.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:9. Conversion of mutual holding company

A mutual holding company may reorganize as a stock holding company by complying with the applicable provisions of § 38.2-1005.1. For the purposes of effecting such conversion, the mutual holding company shall be deemed a mutual insurer and the converted mutual holding company shall be deemed a stock insurer. Notwithstanding any provision of § 38.1-1005.1 to the contrary, the Commission shall approve the reorganization of the mutual holding company as a stock holding company if the Commission determines that the provisions of applicable law have been complied with and that the reorganization is fair and equitable as regards the interests of the members of the mutual holding company. The Commission may in its discretion order a public hearing for the purpose of determining whether the reorganization complies with such conditions.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:10. Conflicts of interest

No director, officer, agent or employee of a mutual company or other person shall receive any fee, commission or other valuable consideration, other than such person's regular salary or compensation, for in any manner aiding, promoting, arranging, or assisting in a conversion except as set forth in the plan of MHC conversion approved by the Commission. This provision shall not prohibit the payment of reasonable fees and compensation to attorneys, accountants or actuaries for services performed in the independent practice of their professions notwithstanding the fact that such attorney, accountant or actuary is a director of the mutual company.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1005.1:12. Failure to give notice

If a mutual company complies substantially and in good faith with the notice requirements in this article, its failure to give any member a required notice shall not impair the validity of any action taken under this article.
2001, c. 726.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1006. Conversion of a domestic stock insurer to a mutual insurer

A. Any domestic stock life insurer may become a mutual life insurer, and to that end may carry out a plan for the acquisition of shares of its capital stock by purchase, gift or bequest, if the plan:
1. Has been adopted by a vote of a majority of the directors of the insurer;
2. Has been approved by a vote of the holders of at least two-thirds of the stock outstanding at a meeting called for that purpose;
3. Has been submitted to and approved by the Commission; and
4. Has been approved by a majority vote of the policyholders voting at a meeting called for that purpose. Only those policyholders whose insurance is then in force and has been in force for at least one year before the meeting shall be entitled to vote.
B. For the purpose of this article, "policyholder" shall include the employer, or the president, secretary or other executive officer of any corporation or association, to which a master group policy has been issued, but shall exclude the holders of certificates or policies issued under or in connection with a master group policy.
Code 1950, §§ 38-420, 38-424; 1952, c. 317, §§ 38.1-489, 38.1-493; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1007. Notice to policyholders of meeting to approve conversion

At least thirty days before the meeting of policyholders required by § 38.2-1006, the insurer shall mail notice of the meeting to each policyholder at the last known address or shall deliver the notice in person to the policyholder.
Code 1950, § 38-421; 1952, c. 317, § 38.1-490; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1008. Conduct of and voting at meeting

The meeting required by § 38.2-1006 shall be conducted in the manner provided in the plan, subject to the following requirements:
1. Policyholders may vote in person, by proxy, or by mail, but all votes shall be cast by ballot; and
2. A representative of the Commission shall supervise the procedure of the meeting and shall appoint an adequate number of inspectors to oversee the voting at the meeting. The inspectors, acting under any rules and regulations prescribed by the Commission, shall have power to determine all questions concerning the verification and validity of the ballots, the qualifications of the voters, and the canvass of the vote. The inspectors shall certify the results of the voting to the representative of the Commission and to the insurer.
All necessary expenses incurred by the Commission or its representative in connection with the meeting shall be paid by the insurer.
Code 1950, § 38-422; 1952, c. 317, § 38.1-491; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1009. Payment for shares pursuant to conversion plan

Every payment for the acquisition of any shares of the capital stock of the insurer, the purchase price of which is not fixed by the plan, shall be subject to the approval of the Commission. Neither the plan, nor any payment under the plan, nor any payment not fixed by the plan, shall be approved by the Commission if the making of the payment reduces the surplus to policyholders to an amount less than that required at that time for the licensure of domestic mutual insurers.
Code 1950, § 38-423; 1952, c. 317, § 38.1-492; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1010. How acquired shares held

Until all shares are acquired, the acquired shares shall be held in trust for the policyholders of the insurer as provided in this article and shall be assigned and transferred on the books of the insurer to not less than three nor more than five trustees and shall be held by them in trust. Shares transferred to the trustees shall be voted by them at all corporate meetings at which stockholders have the right to vote until all of the capital stock of the insurer is acquired. The trustees shall be appointed and vacancies in the office of trustee shall be filled as provided in the plan adopted under § 38.2-1006. The trustees shall file with the insurer and with the Commission a verified acceptance of their appointment and a declaration that they will faithfully discharge their duties as such trustees.
Code 1950, § 38-425; 1952, c. 317, § 38.1-494; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1011. Disposition of dividends after payments provided in conversion plan

After the payment of stockholder dividends as provided in the plan adopted under § 38.2-1006, and after paying the necessary expenses of executing the trust all dividends and other sums received by the trustees on the shares of acquired stock, shall be immediately repaid to the insurer for the benefit of those who are or may become policyholders of the insurer and entitled to participate in the profits of the insurer. These payments shall be added to and become a part of the earned surplus of the insurer.
Code 1950, § 38-426; 1952, c. 317, § 38.1-495; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1012. Jurisdiction to compel completion of mutualization

Whenever (i) a plan of mutualization approved in accordance with the laws of this Commonwealth has been in effect for more than five years, and (ii) the insurer has acquired in the name of its trustees under the plan at least ninety percent of its outstanding stock, and (iii) the plan itself contains no provision for the compulsory completion of mutualization inconsistent with the terms of this article, circuit courts shall have jurisdiction to compel completion of the mutualization of the insurer upon the petition of either the insurer or any stockholder of the insurer.
1954, c. 20, § 38.1-495.1; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1013. Venue of proceedings

The petition may be filed in the circuit court of record with general equity jurisdiction in the county or city in which the principal office of the insurer is located.
1954, c. 20, § 38.1-495.2; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1014. Parties and process

Necessary parties to the proceeding shall be (i) the insurer, (ii) the registered holders of all its stock still outstanding in the hands of the public, and (iii) its policyholders as a class. Process may be served on the policyholders as a class by publication but any policyholder may, on motion, be admitted as an individual party. The court shall appoint an attorney to represent all other policyholders.
1954, c. 20, § 38.1-495.3; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1015. Determining value of stock outstanding; dismissal of petition or entry of decree requiring payment for and transfer of stock

The court shall determine the per share fair cash value as of the date of the filing of the petition of the stock remaining in the hands of the public. If the court finds that on that basis, completion of mutualization may not be effected without jeopardizing the solvency of the insurer or the security of its policyholders, the petition shall be dismissed. Otherwise, the court shall enter an appropriate decree to require (i) the payment into court by the insurer of the aggregate amount due the remaining stockholders, with any interest and costs, which may include attorneys' fees that the court may require, and (ii) the transfer and delivery to the insurer of all stock certificates still outstanding in the hands of the public. Upon payment by the insurer, the trustees under the plan of mutualization shall be considered, for all purposes of the plan of mutualization, to have acquired all of its outstanding stock. The holders of the stock shall possess no further right with respect to the stock, except to receive its fair cash value as determined by the court. The court shall retain jurisdiction over the distribution of the funds.
1954, c. 20, § 38.1-495.4; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1016. Amendment of charter and bylaws; change of name; retirement and cancellation of stock; when mutualization effective; assets and liabilities; officers and directors; general restrictions and powers

A. Upon acquisition by the trustees of all of the capital stock of the insurer pursuant to the provisions of this article, the charter of the insurer shall be amended to reflect its mutualization. The charter may be amended in any other respect considered necessary by the board of directors and trustees of the insurer in accordance with the provisions of this article and Article 11 (§ 13.1-705 et seq.) of Chapter 9 of Title 13.1. Upon the amendment of the charter of the insurer, the board of directors named in the amendment shall adopt any changes in the bylaws considered necessary, and the bylaws and any amendments to them shall be filed with the Commission within thirty days after adoption.
B. As soon as the charter of the insurer has been amended as provided in this section, the capital stock of the insurer held by the trustees shall be assigned to the insurer and shall be retired and cancelled. Certification of that action by the proper officers of the insurer shall be made to the Commission, and the trustees acting under the plan shall be discharged. The insurer shall then immediately become a mutual insurer owning all the assets of the converted stock insurer and subject to all its liabilities.
C. The officers and directors of the insurer named in the amended charter shall continue as the officers and directors of the mutual insurer until their successors are duly elected in accordance with the provisions of the amended charter and the bylaws adopted under it.
D. The converted mutual insurer, except as otherwise provided in this title, shall be subject to all the general restrictions and have all the general powers imposed and conferred upon nonstock corporations by law.
1954, c. 20, § 38.1-495.5; 1956, c. 431; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1017. Applicability of Title 13.1

Except as otherwise provided in this title, Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 shall apply to mergers involving a domestic stock insurer and Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1 shall apply to mergers involving a domestic mutual insurer.
1952, c. 317, § 38.1-80; 1956, c. 431; 1986, c. 562; 2005, c. 765.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1018. Plan of merger to be approved by Commission

Before any joint agreement for the merger of domestic insurers is submitted to the stockholders or members, it shall first be submitted to and approved by the Commission. The Commission shall not approve the agreement unless, after a hearing, it finds that the plan of merger is fair, equitable, consistent with law, and that no reasonable objection to the plan exists. If the Commission fails to approve the plan it shall state the reasons in its order.
1952, c. 317, § 38.1-81; 1956, c. 431; 1986, c. 562.
2023 Code of Virginia › Title 38.2 - Insurance › Chapter 10 - Organization, Admission and Licensing of Insurers › § 38.2-1019. Change of status from foreign to domestic insurer

A. Any foreign insurer licensed to transact the business of insurance in this Commonwealth may become a domestic insurer upon (i) complying with the requirements for formation of a domestic insurer under Article 1 (§ 38.2-1000 et seq.) of this chapter at the date of redomestication, and (ii) promptly filing any necessary amendments to its articles of incorporation, charters, bylaws and other corporate documents. When those requirements have been met, the Commission may issue a license dated as of the date of redomestication in accordance with the provisions of Article 5 (§ 38.2-1024 et seq.) of this chapter to permit the company to transact the business of insurance in the Commonwealth as a domestic insurer. Such insurer shall be recognized under the laws of this Commonwealth as an insurer initially licensed in another jurisdiction, as of the date it was first licensed as an insurer in its original domiciliary state.
B. An insurer that changes its status from foreign to domestic in accordance with subsection A of this section has all the rights, titles and interests in the assets of the original corporation, as well as all of its liabilities and obligations.
1983, c. 441, § 38.1-949; 1986, c. 562; 2000, c. 169.