Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 1 - Insurance Holding Company Systems (230-RICR-20-45-1) › Section 230-RICR-20-45-1.24 - Form B: Insurance Holding Company System Annual Registration Statement

Current through June 14, 2024
Filed with the Insurance Department of the State of
								Rhode Island
By
____________________________________________________________
Name of Registrant
On Behalf of the Following Insurance
								Companies
Name Address
_______________________________________________________________
_______________________________________________________________
Date: _____________________________________
Name, Title, Address and telephone number of
								Individual to Whom Notices and Correspondence Concerning This Statement Should
								Be Addressed:
_______________________________________________________________
_______________________________________________________________
ITEM 1. IDENTITY AND CONTROL OF REGISTRANT
Furnish the exact name of each insurer registering
								or being registered (hereinafter called "the Registrant"), the home office
								address and principal executive offices of each; the date on which each
								Registrant became part of the insurance holding company system; and the
								method(s) by which control of each Registrant was acquired and is
								maintained.
ITEM 2. ORGANIZATIONAL CHART
Furnish a chart or listing clearly presenting the
								identities of and interrelationships among all affiliated persons within the
								insurance holding company system. The chart or listing should show the
								percentage of each class of voting securities of each affiliate which is owned,
								directly or indirectly, by another affiliate. If control of any person within
								the system is maintained other than by the ownership or control of voting
								securities, indicate the basis of control. As to each person specified in the
								chart or listing indicate the type of organization (e.g., corporation, trust,
								partnership) and the state or other jurisdiction of domicile.
ITEM 3. THE ULTIMATE CONTROLLING PERSON
As to the ultimate controlling person in the
								insurance holding company system furnish the following information:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure of the person,
								i.e., corporation, partnership, individual, trust, etc.;
(e) The principal business of the person;
(f) The name and address of any person who holds or
								owns ten percent (10%) or more of any class of voting security, the class of
								such security, the number of shares held of record or known to be beneficially
								owned, and the percentage of class so held or owned; and
(g) If court proceedings involving a reorganization
								or liquidation are pending, indicate the title and location of the court, the
								nature of proceedings and the date when commenced.
ITEM 4. BIOGRAPHICAL INFORMATION
If the ultimate controlling person is a
								corporation, an organization, a limited liability company, or other legal
								entity, furnish the following information for the directors and executive
								officers of the ultimate controlling person: the individual's name and address,
								his or her principal occupation and all offices and positions held during the
								past 5years, and any conviction of crimes other than minor traffic violations.
								If the ultimate controlling person is an individual, furnish the individual's
								name and address, his or her principal occupation and all offices and positions
								held during the past 5 years, and any conviction of crimes other than minor
								traffic violations.
ITEM 5. TRANSACTIONS AND AGREEMENTS
Briefly describe the following agreements in force,
								and transactions currently outstanding or which have occurred during the last
								calendar year between the Registrant and its affiliates:
(a) Loans, other investments, or purchases, sales
								or exchanges of securities of the affiliates by the Registrant or of the
								Registrant by its affiliates;
(b) Purchases, sales or exchanges 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 Registrant's
								asset to liability, other than insurance contracts entered into in the ordinary
								course of the Registrant's business;
(e) All management agreements, service contracts
								and all cost-sharing arrangements;
(f) Reinsurance agreements;
(g) Dividends and other distributions to
								shareholders;
(h) Consolidated tax allocation agreements;
								and
(i) Any pledge of the registrant's stock and/or of
								the stock of any subsidiary or controlling affiliate, for a loan made to any
								member of the insurance holding company system.
No information need be disclosed if such
								information is not material for purposes of R.I. Gen. Laws §
														27-35-3.
Sales, purchases, exchanges, loans or extensions of
								credit, investments or guarantees involving one-half of 1% or less of the
								Registrant's admitted assets as of the 31st day of December next preceding
								shall not be deemed material.
The description shall be in a manner as to permit
								the proper evaluation thereof by the Commissioner, and shall include at least
								the following: the nature and purpose of the transaction; the nature and
								amounts of any payments or transfers of assets between the parties; the
								identity of all parties to the transaction, and relationship of the affiliated
								parties to the registrant.
ITEM 6. LITIGATION OR ADMINISTRATIVE
								PROCEEDINGS
A brief description of any litigation or
								administrative proceedings of the following types, either then pending or
								concluded within the preceding fiscal year, to which the ultimate controlling
								person or any of its directors or executive officers was a party or of which
								the property of any such person is or was the subject; give the names of the
								parties and the court or agency in which the litigation or proceeding is or was
								pending:
(a) Criminal prosecutions or administrative
								proceedings by any government agency or authority which may be relevant to the
								trustworthiness of any party thereto; and
(b) Proceedings which may have a material effect
								upon the solvency or capital structure of the ultimate holding company
								including, but not necessarily limited to, bankruptcy, receivership or other
								corporate reorganizations.
ITEM 7. STATEMENT REGARDING PLAN OR SERIES OF
								TRANSACTIONS
The insurer shall furnish a statement that
								transactions entered into since the filing of the prior year's annual
								registration statement are not part of a plan or series of like transactions,
								the purpose of which is to avoid statutory threshold amounts and the review
								that might otherwise occur.
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements and exhibits should be
								attached to this statement as an appendix, but list under this item the
								financial statements and exhibits so attached.
(b) If the ultimate controlling person is a
								corporation, an organization, a limited liability company, or other legal
								entity, the financial statements shall include the annual financial statements
								of the ultimate controlling person in the insurance holding company system as
								of the end of the person's latest fiscal year.
(c) If at the time of the initial registration, the
								annual financial statements for the latest fiscal year are not available,
								annual statements for the previous fiscal year may be filed and similar
								financial information shall be filed for any subsequent period to the extent
								such information is available. Such financial statements may be prepared on
								either an individual basis; or, unless the Commissioner otherwise requires, on
								a consolidated basis if consolidated statements are prepared in the usual
								course of business.
(d) Other than with respect to the foregoing, such
								financial statement shall be filed in a standard form and format adopted by the
								National Association of Insurance Commissioners, unless an alternative form is
								accepted by the Commissioner. Documentation and financial statements filed with
								the Securities and Exchange Commission or audited GAAP financial statements
								shall be deemed to be an appropriate form and format.
(e) Unless the Commissioner otherwise permits, the
								annual financial statements shall be accompanied by the Certificate of an
								independent public accountant to the effect that the statements present fairly
								the financial position of the ultimate controlling person 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. If the ultimate controlling
								person is an insurer which is actively engaged in the business of insurance,
								the annual financial statements need not be certified, provided they are based
								on the Annual Statement of the insurer's domiciliary State and are in
								accordance with requirements of insurance or other accounting principles
								prescribed or permitted under the law and regulations of that state.
(f) Any ultimate controlling person who is an
								individual may file personal financial statements that are reviewed rather than
								audited by an independent public accountant. The review shall be conducted in
								accordance with standards for review of personal financial statements published
								in the Personal Financial Statements Guide by the American Institute of
								Certified Public Accountants. Personal financial statements shall be
								accompanied by the independent public accountant's Standard Review Report
								stating that the accountant is not aware of any material modifications that
								should be made to the financial statements in order for the statements to be in
								conformity with generally accepted accounting principles.
(g) Exhibits shall include copies of the latest
								annual reports to shareholders of the ultimate controlling person and proxy
								material used by the ultimate controlling person; and any additional documents
								or papers required by Form B or §§
														1.4  and  1.6   of this Part.
ITEM 9. FORM C REQUIRED
A Form C, Summary of Changes to Registration
								Statement, must be prepared and filed with this Form B.
ITEM 10. SIGNATURE AND CERTIFICATION
Signature and certification required as
								follows:
Pursuant to the requirements of R.I. Gen. Laws
								§
														27-35-3 and the Registrant has
								caused this annual registration statement to be duly signed on its behalf in
								the City of _______________ and State of _____________, on the day of
								______________, 20___.
(SEAL)
____________________________
Name of Registrant
By _________________________(Name) (Title)
Attest:
_______________________________(Signature of
								Officer)
_____________________________(Title)
CERTIFICATION
The undersigned deposes and says that he has duly
								executed the attached application dated __________________, for and on behalf
								of ________________: that he is the _______________________________ of
____________________________________________________
(Name of Company) (Title of Officer)
such company, and that he is authorized to execute
								and file such instrument. Deponent further says that he is familiar with such
								instrument and the contents thereof, and that the facts therein set forth are
								true to the best of his knowledge, information and belief.
(Signature)
								______________________________________________
(Type or print name beneath)
								_______________________________________