California Code of Regulations › Title 10 - Investment › Chapter 5 - Insurance Commissioner › Subchapter 4 - Insurer Securities Permits › Article 3 - Applications-in General › Section 2603.12 - Formal Allegations and Exhibits Required for All Applications

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
Unless otherwise provided by these regulations or permitted
					 by statute, every application for an insurer securities permit shall conform to
					 the basic requirements prescribed in this section. It shall set forth, either
					 in the body of the application or by appropriate exhibits attached thereto and
					 incorporated therein by reference, the information and data specified in
					 paragraphs A. through D. of this section. It shall also be supported by the
					 items described in paragraphs E. through M. hereof. Such latter items may be
					 attached as exhibits and appropriately referred to and incorporated in the body
					 of the application. (Sections
					 834,
					 835,
					 836,
					 887,
					 889,
					 889.1,
					 839.5,
					 840 and
					 843)
A. Names and addresses of the applicant's
				  officers.
B. The street number,
				  city and state of applicant's home office (which shall be the state of
				  incorporation, unless there is a separate executive office, in which event both
				  shall be listed); also the mailing address, if different from the home or
				  executive office address.
C. An
				  itemized account of applicant's financial condition, including the amount and
				  character of its assets and liabilities. Admitted insurers may refer to
				  attached current financial statement or statements already on file with the
				  Commissioner and incorporate them by reference. Nonadmitted insurance companies
				  shall furnish their latest annual statements in the form prescribed by the
				  N.A.I.C. Blanks Committee, both copies signed and verified by appropriate
				  officers of the company, one copy of which shall be certified by applicant's
				  home state insurance Commissioner as being a true copy of the same on file in
				  the Commissioner's office. If such statement is not available (as in the case
				  of underwritten title companies, attorneys-in-fact of reciprocal insurers,
				  exclusive managers of domestic insurers-elsewhere defined as "insurers" but not
				  as "insurance companies"), furnish independent audit or other recent financial
				  statement. A copy of a recent Registration Statement, Form S-1, filed with and
				  acceptable to the Securities and Exchange Commission, will normally suffice in
				  lieu of an annual statement unless the condition of applicant's finances or its
				  book of business is unsatisfactory or cannot be accurately ascertained from
				  such Registration Statement, in which event the Commissioner will insist upon a
				  certified annual or more recent statement in the form of the annual statement
				  prescribed by the N.A.I.C. Blanks Committee.
D. A detailed statement of the plan upon
				  which applicant is transacting or proposes to transact business. Admitted
				  applicants may refer to and incorporate by reference their latest report of
				  examination and financial statement filed with the Commissioner. Any
				  substantial new departure in plan of business or method of operation shall be
				  fully alleged. Nonadmitted insurance companies shall attach reports of most
				  recent examination, one copy of which shall be certified by applicant's home
				  state Commissioner as a true copy of the same on file in the Commissoner's
				  office. Nonadmitted insurers in most cases may attach as an exhibit to their
				  application and incorporate a copy of a recent Registration Statement, Form
				  S-1, filed with and acceptable to the Securities and Exchange Commission in
				  lieu of a certified Report of Examination, if such a Registration Statement is
				  available.
E. A voided specimen of
				  any certificate for shares of stock, subscription warrant, option, contribution
				  certificate, or other security which applicant proposes to issue.
F. A copy of any underwriting agreement,
				  agreement among underwriters, selected dealer agreement, or any other contract
				  applicant has made or proposes to make concerning the issue or providing for
				  sale or disposition of the shares. Press proofs are acceptable for initial
				  filing, but may be required to be supplemented by reprints completed as to
				  dates, commissions, expenses, etc. (but not necessarily as to price), before a
				  permit is issued. If final prints cannot be supplied before issuance of the
				  permit on account of the fact that price and commissions are to be set
				  immediately prior to the proposed offering, the Commissioner may act on the
				  basis of such information supplied orally to be subsequently confirmed in
				  writing by telegram or letter. When, in the Commissioner's judgment a copy of
				  the papers as finally completed is essential to establish compliance with the
				  law or to complete the record, the permit may require mailing to the
				  Commissioner of a reproduction of the executed document for filing. In that
				  event such copy shall be certified by an officer of applicant, attested by its
				  corporate seal, to be a true copy of the document relied on by the parties
				  thereto.
G. A copy of any
				  prospectus or advertisement or other description of the securities sought to be
				  issued, which applicant will circulate or publish. File preliminary prospectus
				  and Registration Statement, Form S-1 (if any) with application and supplement
				  by all amendments thereto. The Commissioner reserves the right to require the
				  (final) prospectus to be filed before the Commissioner's (definitive) permit is
				  issued. However, in the case of nationwide issues where time is an important
				  factor, the permit can be issued before receipt of the (final) prospectus if
				  the Commissioner is satisfied that it will be unchanged from the latest
				  approved preliminary prospectus already on file except for changes required by
				  S.E.C. rules. In such event, the permit will require that two copies of the
				  (final) prospectus be mailed to the Commissioner for filing simultaneously with
				  mailing to the offerees. Applications for organizational permits are required
				  to include a prospectus or offering circular if there is to be a public sale of
				  securities.
H. A copy of any letter
				  to stockholders, offering letter, letter of solicitation, proxy, proxy
				  statement, letter of extension or other circular concerning the securities to
				  be issued. Final prints shall be filed before permit is issued, if at all
				  possible. Otherwise, the permit will require mailing of duplicate final prints
				  in the same form and text as the latest version on file to the Commissioner for
				  filing simultaneously with mailing to the offerees. If a copy bearing the
				  "Approved" stamp is desired for applicant's records, applicant shall mail the
				  Commissioner three copies.
I.
				  Applicant's articles of incorporation. Admitted insurance companies with
				  articles as amended to date already on file in the Commissioner's office where
				  the application for permit is filed may refer to and incorporate same by
				  reference. Nonadmitted applicants must file their articles of incorporation, or
				  comparable documents, as currently amended. One copy shall bear the original
				  certificate of the official governmental custodian of the original thereof to
				  the effect that it is a true copy of the same on file in the Commissioner's
				  office. If a former application filed in the same office within two years prior
				  to the instant application contained articles of incorporation so
				  authenticated, they may be identified by specific reference to the file by
				  entitlement, file number and date of filing, and may be incorporated by
				  reference when so identified. Any amendment made since such prior filing,
				  unless already officially filed with the Commissioner, shall be attached to or
				  accompany the application. It shall be similarly authenticated. This portion of
				  the application shall positively allege that the articles attached by exhibit,
				  or incorporated by specific reference, or both, are applicant's articles of
				  incorporation as currently amended to date of the application. (Sec.
				  836)
J. By-laws or comparable governing rules
				  shall be attached or incorporated by reference. This exhibit may be cared for
				  under similar circumstances in the same manner as required of articles of
				  incorporation by the preceding paragraph hereof. Both copies shall be
				  authenticated by the certificate of a corporate Secretary or Assistant
				  Secretary attested by the company seal to the effect that they are true copies
				  of the company by-laws currently in force.
K. A copy of the pertinent minutes of any
				  proceeding of applicant's directors, stockholders, or members relating to or
				  affecting the current issue of securities or transaction sought to be
				  authorized. They are to be certified over the original signature of a Secretary
				  or Assistant Secretary, attested by the corporate seal, to be true copies of
				  true excerpts. (Section
				  836)
L. Foreign applicants (not organized under
				  the laws of this state must file, either with their application or separately,
				  before a permit can be granted, an original certificate of their domiciliary
				  insurance commissioner or other proper officer of the jurisdiction in which
				  they are organized certifying that applicant is on the date of the certificate
				  duly authorized to transact business in its domiciliary state. Such certificate
				  will not be acceptable if issued more than 30 days prior to the date on which
				  such application is filed with this Department. (Section
				  837(a))
M. Section
				  837(b) requires
				  that nonadmitted applicants (not holding a California Certificate of Authority)
				  must file a stipulation or agreement for service of process. As a practical
				  matter, admitted insurance companies who have on file with the Insurance
				  Commissioner a current appointment of agent for service of process, as required
				  by Insurance Code Sections
				  1600-
				  1603 and
				  the stipulation required by section
				  1604 ibid., as those sections
				  provided on or after September 30, 1963, need not file the stipulation
				  described in section
				  837(b);
				  otherwise, insurers shall make and file the stipulation required by said
				  section 837(b). Forms may
				  be obtained from the Department.
1. Editorial
					 correction of subsection M. (Register 91, No. 15).
2. Change without
					 regulatory effect amending paragraphs C., D., G. and I. filed 7-14-2021
					 pursuant to section
					 100, title 1, California Code of
					 Regulations (Register 2021, No. 29). Filing deadline specified in Government
					 Code section
					 11349.3(a)
					 extended 60 calendar days pursuant to Executive Order
					 N-40-20.