New York Codes, Rules and Regulations › Title 11 - INSURANCE › Chapter IV - Financial Condition Of Insurer and Reports to Superintendent › Subchapter A - Rules of General Application › Part 81 - Subsidiaries Of Insurance Companies › Subpart 81-1 - Subsidiaries Of Insurance Companies Subject To The Provisions Of Section 1403(c) Of The Insurance Law › Section 81-1.1 - Organization and acquisition of subsidiaries

Current through Register Vol. 46, No. 28, July 10, 2024
An insurer shall notify the superintendent of its
						intention to organize or acquire a subsidiary pursuant to section 1603  of the Insurance Law. At least 90 days
						prior to such organization or acquisition, a statement containing the following
						information (to the extent such items are applicable to the proposed subsidiary
						acquisition or organization) shall be filed with the superintendent:
(a) Name, state of incorporation and
					 principal business address of proposed subsidiary.
(b) Identities of, and biographical data
					 concerning, the executive officers and directors of proposed subsidiary, and
					 the identity of any person who is known to own or control, or who it is
					 proposed will own or control, five percent or more of the voting securities of
					 proposed subsidiary.
(c)
					 Description of proposed subsidiary's business activities and any plans to
					 materially change those activities or to dispose of any significant assets of
					 the proposed subsidiary.
(d) Chart
					 (pro forma) showing the insurer, the proposed subsidiary and any company, a
					 majority of whose voting securities are or will be owned by the subsidiary.
					 Indicate the percentage of voting securities owned by the immediate parent or
					 parents of each company listed. If an exemption from the minimum ownership
					 requirements of section 1602  of the Insurance Law is claimed,
					 include the basis for such exemption.
(e) Financial statements of the proposed
					 subsidiary for the most recent three fiscal years. Such financial statements
					 shall be accompanied by the certificate of an independent public accountant to
					 the effect that such financials present fairly the proposed subsidiary's
					 financial position and the results of its operations for the year then ended,
					 in conformity with generally accepted accounting principles or with
					 requirements of insurance or other accounting principles prescribed or
					 permitted under law.
(f) Specific
					 details concerning the source of assets to be used by the insurer in
					 effectuating the acquisition, including:
(1)
					 current statements of assets, liabilities, surplus and other funds if not then
					 on file with the Insurance Department;
(2) statements of anticipated cash flow for
					 each quarter from the time of the notice to the end of the second quarter after
					 the proposed date of acquisition;
(3) if assets of the insurer are to be
					 liquidated, the extent of and necessity for such liquidation; the book,
					 investment and current market value of such assets;
(4) if acquisition is to be made from
					 borrowed funds, the source of such funds, nature of the indebtedness and
					 security therefor, cost of use of such funds, reason for the borrowing, and
					 copies of all agreements relating thereto; and
(5) if funds are provided by a subsidiary or
					 affiliate, or a member of the insurer's holding company system (if any),
					 information similar to the above should be furnished with a full explanation of
					 all related agreements and arrangements.