OPINION BY
Senior Judge FRIEDMAN.
Kingsway Financial Services, Inc. (Kingsway) and Kingsway America, Inc. (Kingsway America) have filed preliminary objections in the nature of a demurrer to the petition for review (Petition) filed in this court’s original jurisdiction by the Commonwealth of Pennsylvania, Insurance Department (Department). We sustain the preliminary objections and dismiss the [257]*257Petition with respect to Kingsway and Kingsway America.
The Department alleges the following.1 Kingsway acquired control of Lincoln General Insurance Company (Lincoln General) in 1998. Kingsway is an insurance and financial services holding company incorporated in Ontario, Canada. Kingsway America is a Delaware corporation and a wholly-owned subsidiary of Kingsway. Walshire Assurance Company (Walshire) is a Pennsylvania corporation and a wholly-owned subsidiary of Kingsway America. Walshire is the sole shareholder of Lincoln General, an insurance company domiciled in Pennsylvania.
In 2005, Lincoln General began experiencing financial distress, and, in March 2009, Lincoln General signed a Letter Agreement with the Department to “runoff1 Lincoln General’s book of business. Lincoln General subsequently undertook a claim-by-claim review to ascertain the adequacy of its reserves. Before Lincoln General completed its review, Kingsway decided to divest its entire interest in Lincoln General by donating 226,112.55 shares (5%) of Walshire’s stock, plus $20,000, to each of twenty charities. During the divestiture process, Kingsway informed the Department of the transaction.
On October 20, 2009, the Department sent a letter informing Kingsway that the transaction was illegal. Kingsway rejected the Department’s position in an October 21, 2009, response. On October 26, 2009, the Department advised five of the charities known to have received the donation to return the Walshire stock to Kingsway. At least one charity attempted to do so, but Kingsway refused to accept it.
On November 20, 2009, the Department filed its Petition with this court. The Department alleges that the transaction violated section 1402(a)(1) of the Act known as the Insurance Holding Companies Act (Act),2 which prohibits a person from entering into an agreement to “acquire control” of a domestic insurer unless (1) the person has filed with the Department and sent to the insurer a statement containing certain information, and (2) the agreement or acquisition has been approved by the Department. 40 P.S. § 991.1402(a)(1). The Department refers to this filing as a Form A filing.
The Department also alleges that the transaction violated section 1405(a)(2) of the Act, which prohibits certain transactions “involving a domestic insurer and any person in its holding company system” unless (1) the insurer has given prior written notice to the Department, and (2) the Department has not disapproved it. 40 P.S. § 991.1405(a)(2). The Department refers to this filing as a Form D filing.
Finally, the Department alleges that the transaction violated section 205(a) of the GAA Amendments Act of 1990 (GAA Act),3 which states that any “asset transfer ... of any insurance corporation” shall become effective only if approved by the Department.
Based on these allegations, in Count I of the Petition, the Department seeks a declaration that Kingsway’s divestiture of the Walshire stock was illegal. In Count II of [258]*258the Petition, the Department seeks an injunction to “unwind” the transaction. In Count III of the Petition, the Department seeks attorney fees based on section 1402(f) (S) of the Act, 40 P.S. § 991.1402(f)(3) (stating that the Department may retain at the acquiring person’s expense any attorneys not otherwise a part of the Department’s staff as may be reasonably necessary to assist the Department in reviewing the proposed acquisition of control).
Kingsway and Kingsway America filed preliminary objections in the nature of a demurrer. With respect to Counts I and II, they ask this court to examine the plain language of the applicable statutes. First, section 1402(a)(1) of the Act pertains only to agreements to “acquire control” of a insurer, and, in this case, the charities received only 5% of Walshire stock, not enough for control of Lincoln General. Second, section 1405(a)(2) of the Act pertains to transactions “involving a domestic insurer and any person in its holding company system,” but the transactions in this case involved Kingsway America, which is not a domestic insurer, and charities that are outside the Kingsway holding company system. Third, section 205(a) of the GAA Act pertains only to the transfer of assets of insurance corporations, and the Wal-shire stock was an asset of Kingsway America, which is not an insurance corporation as defined by the GAA Act. With respect to Count III for attorney fees, section 1402(f)(3) of the Act allows the Department to retain attorneys “at the acquiring person’s expense,” and neither Kingsway nor Kingsway America acquired control of Lincoln General in the transaction.
I. Section 1402(a)(1) of the Act
Kingsway and Kingsway America argue that section 1402(a)(1) of the Act does not apply to the divestiture of Wal-shire stock by Kingsway America. We agree.
Section 1402(a)(1) of the Act, 40 P.S. § 991.1402(a)(1) (emphasis added), provides as follows:
No person other than the issuer shall make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities or seek to acquire or acquire in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, such person would directly or indirectly or by conversion or by exercise of any right to acquire, be in control of such insurer, and no person shall enter into an agreement to merge or consolidate with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time any such offer, request or invitation is made or any such agreement is entered into or prior to the acquisition of such securities if no offer or agreement is involved, such person has filed with the department and has sent to such insurer a statement containing the information required by this section and such offer, request, invitation, agreement or acquisition has been approved by the department in the manner hereinafter prescribed.
Here, the charities acquired 5% of the Walshire stock. The definition of “control” in section 1401 of the Act states, in pertinent part:
Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote or holds proxies representing ten per cen-tum (10%) or more of the voting securities of any other person. This presumption may be rebutted by a showing that control does not exist in fact. The Insurance Department may determine, af[259]*259ter furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.
40 P.S. § 991.1401.
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OPINION BY
Senior Judge FRIEDMAN.
Kingsway Financial Services, Inc. (Kingsway) and Kingsway America, Inc. (Kingsway America) have filed preliminary objections in the nature of a demurrer to the petition for review (Petition) filed in this court’s original jurisdiction by the Commonwealth of Pennsylvania, Insurance Department (Department). We sustain the preliminary objections and dismiss the [257]*257Petition with respect to Kingsway and Kingsway America.
The Department alleges the following.1 Kingsway acquired control of Lincoln General Insurance Company (Lincoln General) in 1998. Kingsway is an insurance and financial services holding company incorporated in Ontario, Canada. Kingsway America is a Delaware corporation and a wholly-owned subsidiary of Kingsway. Walshire Assurance Company (Walshire) is a Pennsylvania corporation and a wholly-owned subsidiary of Kingsway America. Walshire is the sole shareholder of Lincoln General, an insurance company domiciled in Pennsylvania.
In 2005, Lincoln General began experiencing financial distress, and, in March 2009, Lincoln General signed a Letter Agreement with the Department to “runoff1 Lincoln General’s book of business. Lincoln General subsequently undertook a claim-by-claim review to ascertain the adequacy of its reserves. Before Lincoln General completed its review, Kingsway decided to divest its entire interest in Lincoln General by donating 226,112.55 shares (5%) of Walshire’s stock, plus $20,000, to each of twenty charities. During the divestiture process, Kingsway informed the Department of the transaction.
On October 20, 2009, the Department sent a letter informing Kingsway that the transaction was illegal. Kingsway rejected the Department’s position in an October 21, 2009, response. On October 26, 2009, the Department advised five of the charities known to have received the donation to return the Walshire stock to Kingsway. At least one charity attempted to do so, but Kingsway refused to accept it.
On November 20, 2009, the Department filed its Petition with this court. The Department alleges that the transaction violated section 1402(a)(1) of the Act known as the Insurance Holding Companies Act (Act),2 which prohibits a person from entering into an agreement to “acquire control” of a domestic insurer unless (1) the person has filed with the Department and sent to the insurer a statement containing certain information, and (2) the agreement or acquisition has been approved by the Department. 40 P.S. § 991.1402(a)(1). The Department refers to this filing as a Form A filing.
The Department also alleges that the transaction violated section 1405(a)(2) of the Act, which prohibits certain transactions “involving a domestic insurer and any person in its holding company system” unless (1) the insurer has given prior written notice to the Department, and (2) the Department has not disapproved it. 40 P.S. § 991.1405(a)(2). The Department refers to this filing as a Form D filing.
Finally, the Department alleges that the transaction violated section 205(a) of the GAA Amendments Act of 1990 (GAA Act),3 which states that any “asset transfer ... of any insurance corporation” shall become effective only if approved by the Department.
Based on these allegations, in Count I of the Petition, the Department seeks a declaration that Kingsway’s divestiture of the Walshire stock was illegal. In Count II of [258]*258the Petition, the Department seeks an injunction to “unwind” the transaction. In Count III of the Petition, the Department seeks attorney fees based on section 1402(f) (S) of the Act, 40 P.S. § 991.1402(f)(3) (stating that the Department may retain at the acquiring person’s expense any attorneys not otherwise a part of the Department’s staff as may be reasonably necessary to assist the Department in reviewing the proposed acquisition of control).
Kingsway and Kingsway America filed preliminary objections in the nature of a demurrer. With respect to Counts I and II, they ask this court to examine the plain language of the applicable statutes. First, section 1402(a)(1) of the Act pertains only to agreements to “acquire control” of a insurer, and, in this case, the charities received only 5% of Walshire stock, not enough for control of Lincoln General. Second, section 1405(a)(2) of the Act pertains to transactions “involving a domestic insurer and any person in its holding company system,” but the transactions in this case involved Kingsway America, which is not a domestic insurer, and charities that are outside the Kingsway holding company system. Third, section 205(a) of the GAA Act pertains only to the transfer of assets of insurance corporations, and the Wal-shire stock was an asset of Kingsway America, which is not an insurance corporation as defined by the GAA Act. With respect to Count III for attorney fees, section 1402(f)(3) of the Act allows the Department to retain attorneys “at the acquiring person’s expense,” and neither Kingsway nor Kingsway America acquired control of Lincoln General in the transaction.
I. Section 1402(a)(1) of the Act
Kingsway and Kingsway America argue that section 1402(a)(1) of the Act does not apply to the divestiture of Wal-shire stock by Kingsway America. We agree.
Section 1402(a)(1) of the Act, 40 P.S. § 991.1402(a)(1) (emphasis added), provides as follows:
No person other than the issuer shall make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities or seek to acquire or acquire in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, such person would directly or indirectly or by conversion or by exercise of any right to acquire, be in control of such insurer, and no person shall enter into an agreement to merge or consolidate with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time any such offer, request or invitation is made or any such agreement is entered into or prior to the acquisition of such securities if no offer or agreement is involved, such person has filed with the department and has sent to such insurer a statement containing the information required by this section and such offer, request, invitation, agreement or acquisition has been approved by the department in the manner hereinafter prescribed.
Here, the charities acquired 5% of the Walshire stock. The definition of “control” in section 1401 of the Act states, in pertinent part:
Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote or holds proxies representing ten per cen-tum (10%) or more of the voting securities of any other person. This presumption may be rebutted by a showing that control does not exist in fact. The Insurance Department may determine, af[259]*259ter furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.
40 P.S. § 991.1401. The Department does not allege that it has determined after notice and an opportunity to be heard, and the making of specific findings of fact, that the charities have control of Lincoln General by virtue of their holding 5% of the Walshire stock. Thus, section 1402(a)(1) of the Act does not apply.
II. Section 1405(a)(2) of the Act
Kingsway and Kingsway America next argue that section 1405(a)(2) of the Act does not apply to the divestiture of Walshire stock by Kingsway America. We agree.
Section 1405(a)(2) of the Act, 40 P.S. § 991.1405(a)(2) (emphasis added), provides, in pertinent part, as follows:
The following transactions involving a domestic insurer and any person in its holding company system may not be entered into unless the insurer has notified the department in writing of its intention to enter into such transaction at least thirty (30) days prior thereto or such shorter period as the department may permit and the department has not disapproved it within such period:
(i) Sales, purchases, exchanges, loans or extensions of credit, guarantees, investments, pledges of assets or assets to be received by the domestic insurer as contributions to its surplus, provided that, as of the thirty-first day of December next preceding, such transactions are equal to or exceed the lesser of five per centum (5%) of the insurer’s admitted assets or twenty-five per centum (25%) of surplus as regards policyholders.
Here, the transaction involved twenty charities that are not in the holding company system. Thus, section 1405(a)(2) of the Act does not apply.
III. Section 205(a) of the GAA Act
Kingsway and Kingsway America also argue that section 205(a) of the GAA Act does not apply to the divestiture of Walshire stock by Kingsway America. We agree.
Section 205(a) of the GAA Act, 15 P.S. § 21205(a) (emphasis added), provides, in pertinent part, as follows:
(a) General rule. — Any plan of merger, consolidation, exchange, asset transfer, division or conversion of any insurance corporation, any recapitalization or voluntary dissolution of any insurance corporation or any issuance of shares by any insurance corporation in exchange for shares of another insurance company shall become effective only if approved by the Insurance Department.
Section 201 of the GAA Act, 15 P.S. § 21201 (emphasis added), defines “insurance corporation,” in pertinent part, as follows:
As used in this division, the term “insurance corporation” means any domestic insurance company of any of the classes described in section 201 or 701(3) of the act of May 17, 1921 (P.L. 682, No. 284), known as The Insurance Company Law of 1921, or incorporated under the acts of April 28, 1903 (P.L. 329, No. 259), April 20, 1927 (P.L. 317, No. 190), June 24, 1939 (P.L. 686, No. 320), June 20, 1947 (P.L. 687, No. 298), June 28, 1951 (P.L. 941, No. 184), July 15, 1957 (P.L. 929, No. 401), or any similar act relating to the incorporation or reincorporation of limited life insurance companies.
Here, Kingsway America transferred its Walshire stock to twenty charities. Kings-[260]*260way America is a Delaware corporation, not a domestic insui’ance company.
IV. Section 1402(f)(3) of the Act
Finally, Kingsway and Kingsway America argue that section 1402(f)(3) of the Act does not allow the Department to recover attorney fees from them. We agree.
Section 1402(f)(3) of the Act, 40 P.S. § 991.1402(f)(3) (emphasis added), provides as follows:
The department may retain at the acquiring person’s expense any attorneys, actuaries, accountants and other experts not otherwise a part of the department’s staff as may be reasonably necessary to assist the department in reviewing the proposed acquisition of control.
Here, neither Kingsway nor Kingsway America acquired Walshire stock, or control of Lincoln General.
Accordingly, we sustain the preliminary objections and dismiss the Petition with respect to Kingsway and Kingsway America.
ORDER
AND NOW, this 1st day of April, 2010, it is hereby ordered that the preliminary objections filed by Kingsway Financial Services, Inc. and Kingsway America, Inc. are sustained and that the petition for review filed by the Commonwealth of Pennsylvania, Department of Insurance, is dismissed with respect to them.