§ 22:691.6 — Registration of insurers

Louisiana § 22:691.6

• Jurisdiction: Louisiana
• Title 22: Insurance

Text

§691.6. Registration of insurers
A. Registration.
(1) Every insurer which is authorized to do business in this state and which is a
member of an insurance holding company system shall register with the commissioner,
except a foreign insurer subject to registration requirements and standards adopted by statute
or regulation in the jurisdiction of its domicile which are substantially similar to those
contained in the provisions of this Section or the provisions of R.S. 22:691.5(A)(1), (B), and
(D), and either the provisions of R.S. 22:691.7(A)(2) or a provision such as the following:
"Each registered insurer shall keep current the information required to be disclosed in its
registration statement by reporting all material changes or additions within fifteen days after
the end of the month in which it learns of each change or addition."
(2) Any insurer which is subject to registration under this Section shall register
within fifteen days after it becomes subject to registration, and annually thereafter by the
thirtieth of April of each year for the previous calendar year, unless the commissioner for
good cause shown extends the time for registration, and then within the extended time. The
commissioner may require any insurer authorized to do business in the state which is a
member of an insurance holding company system, and which is not subject to registration
under this Section, to furnish a copy of the registration statement, the summary specified in
Subsection C of this Section, or other information filed by the insurance company with the
insurance regulatory authority of its domiciliary jurisdiction.
B. Information and form required. Every insurer subject to registration shall file the
registration statement with the commissioner on a form and in a format prescribed by the
commissioner, which shall contain a complete and current disclosure of the following
information:
(1) The capital structure, general financial condition, ownership, and management
of the insurer and any person controlling the insurer.
(2) The identity and relationship of every member of the insurance holding company
system.
(3) A listing of any agreements which are of the type listed below and which have
transactions that are outstanding or which have occurred during the last calendar year
between the insurer and its affiliates:
(a) Loans, other investments, or purchases, sales, or exchanges of securities of the
affiliates by the insurer or of the insurer by its affiliates.
(b) Purchases, sales, or exchange 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 insurer's assets to liability, other than insurance contracts entered
into in the ordinary course of the insurer'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.
(4) Any pledge of the insurer's stock, including stock of any subsidiary or controlling
affiliate, for a loan made to any member of the insurance holding company system.
(5) If requested by the commissioner, the insurer shall include financial statements
of or within an insurance holding company system, including all affiliates. Financial
statements may include but are not limited to annual audited financial statements filed with
the United States Securities and Exchange Commission (SEC) pursuant to the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer
required to file financial statements pursuant to this Paragraph may satisfy the request by
providing the commissioner with the most recently filed parent corporation financial
statements that have been filed with the SEC.
(6) Other matters concerning transactions between registered insurers and any
affiliates as may be included from time to time in any registration forms adopted or approved
by the commissioner.
(7) Statements that the insurer's board of directors oversees corporate governance and
internal controls and that the insurer's officers or senior management have approved,
implemented, and continue to maintain and monitor corporate governance and internal
control procedures.
(8) Any other information required by the commissioner by rule or regulation.
(9) Financial statements of the ultimate controlling person in the holding company
system as of the end of the person's latest fiscal year.
C. Summary of changes to registration statement. All registration statements shall
contain a summary outlining all items in the current registration statement representing
changes from the prior registration statement.
D. Materiality. No information need be disclosed on the registration statement filed
pursuant to Subsection B of this Section if the information is not material for the purposes
of this Section. Unless the commissioner by rule, regulation, or order provides otherwise,
sales, purchases, exchanges, loans, or extensions of credit, investments, or guarantees
involving one-half of one percent or less of an insurer's admitted assets as of the thirty-first
day of December next preceding shall not be deemed material for purposes of this Section.
The definition of materiality provided in this Subsection shall not apply for the purposes of
the group capital calculation or the liquidity stress test framework.
E. Reporting of dividends to shareholders. Subject to the provisions of R.S.
22:691.7(B), each registered insurer shall report to the commissioner all dividends and other
distributions to shareholders within fifteen business days following the declaration thereof.
F. Information of insurers. Any person within an insurance holding company system
subject to registration shall be required to provide complete and accurate information to an
insurer, where the information is reasonably necessary to enable the insurer to comply with
the provisions of this Subpart.
G. Termination of registration. The commissioner shall terminate the registration
of any insurer which demonstrates that it no longer is a member of an insurance holding
company system.
H. Consolidated filing. The commissioner may require or allow two or more
affiliated insurers subject to registration to file a consolidated registration statement.
I. Alternative registration. The commissioner may allow an insurer which is
authorized to do business in this state and which is part of an insurance holding company
system to register on behalf of any affiliated insurer which is required to register under
Subsection A of this Section and to file all information and material required to be filed
under this Section.
J. Exemptions.
(1) The provisions of this Section shall not apply to any insurer, information, or
transaction if, and to the extent that, the commissioner by rule, regulation, or order shall
exempt such insurer, information, or transaction from applicability of the provisions of this
Section.
(2) Unless the commissioner determines that the condition of a small company
renders the continuance of its business hazardous to the public or its insureds, a small
company shall not be required to submit to the department a registration statement required
by this Section, but shall be considered a registered insurer for the purposes of the provisions
of Subsection E of this Section and R.S. 22:691.7(A) and 691.8.
K. Disclaimer. Any person may file with the commissioner a disclaimer of
affiliation with any authorized insurer, or such a disclaimer may be filed by such insurer or
any member of an insurance holding company system. The disclaimer shall fully disclose
all material relationships and bases for affiliation between such person and such insurer as
well as the basis for disclaiming such affiliation. After a disclaimer has been filed, the
insurer shall be relieved of any duty to register or report under this Section which may arise
out of the insurer's relationship with such person unless and until the commissioner disallows
such a disclaimer. The person filing such a disclaimer shall notify the commissioner of any
material change to the affiliations and relationships as reported in the disclaimer within thirty
days of the effective date of the change.
L. Enterprise risk filing. The ultimate controlling person of every insurer subject to
registration shall also file an annual enterprise risk report. The report shall, to the best of the
ultimate controlling person's knowledge and belief, identify the material risks within the
insurance holding company system that could pose enterprise risk to the insurer. The report
shall be filed with the lead state commissioner of the insurance holding company system as
determined by the procedures within the Financial Analysis Handbook adopted by the
National Association of Insurance Commissioners. The provisions of this Section shall
become effective for the 2014 calendar year report filing cycle.
M.(1) Group capital calculation. Except as provided in Paragraph (2) of this
Subsection, the ultimate controlling person of every insurer subject to registration shall
concurrently file, with the registration, an annual group capital calculation as directed by the
lead state commissioner. The report shall be completed in accordance with the NAIC group
capital calculation instructions, which may permit the lead state commissioner to allow a
controlling person that is not the ultimate controlling person to file the group capital
calculation. The report shall be filed with the lead state commissioner of the insurance
holding company system as determined by the commissioner in accordance with the
procedures within the Financial Analysis Handbook adopted by the NAIC.
(2) The following insurance holding company systems are exempt from filing the
group capital calculation:
(a) An insurance holding company system that has only one insurer within its
holding company structure, that only writes business and is only authorized in its domestic
state, and that assumes no business from any other insurer.
(b) An insurance holding company system that is required to perform a group capital
calculation specified by the federal reserve. The lead state commissioner shall request the
calculation from the federal reserve under the terms of information sharing agreements in
effect. If the federal reserve cannot share the calculation with the lead state commissioner,
the insurance holding company system is not exempt from the group capital calculation
filing.
(c) An insurance holding company system with a supervisor whose group-wide
supervisor is not based in the United States and is located within a reciprocal jurisdiction as
described in R.S. 22:651(F) that recognizes the U.S. state regulatory approach to group
supervision and group capital.
(d) An insurance holding company system that meets all of the following criteria:
(i) It provides information to the lead state that meets the requirements for
accreditation under the NAIC financial standards and accreditation program, either directly
or indirectly through the group-wide supervisor, who has determined such information is
satisfactory to allow the lead state to comply with the NAIC group supervision approach, as
detailed in the NAIC Financial Analysis Handbook.
(ii) The group-wide supervisor not based in the United States, that is not in a
reciprocal jurisdiction, recognizes and accepts, as specified by the commissioner in
regulation, the group capital calculation as the world-wide group capital assessment for
United States insurance groups who operate in that jurisdiction.
(3) Notwithstanding the provisions of Subparagraphs (2)(c) and (d) of this
Subsection, a lead state commissioner shall require the group capital calculation for United
States operations of any insurance holding company system not based in the United States
if, after any necessary consultation with other supervisors or officials, it is deemed
appropriate by the lead state commissioner for prudential oversight and solvency monitoring
purposes or for ensuring the competitiveness of the insurance marketplace.
(4) Notwithstanding the exemptions from filing the group capital calculation in
Subparagraphs (2)(c) and (d) of this Subsection, the lead state commissioner has the
discretion to exempt the ultimate controlling person from filing the annual group capital
calculation or to accept a limited group capital filing or report in accordance with the criteria
as specified by the commissioner through rules and regulations.
(5) If the commissioner determines that an insurance holding company system no
longer meets one or more of the requirements for an exemption from filing the group capital
calculation pursuant to this Section, the insurance holding company system shall file the
group capital calculation at the next annual filing date, unless given an extension by the
commissioner based on reasonable grounds shown.
N.(1) Liquidity stress test. The ultimate controlling person of every insurer subject
to registration and scoped into the NAIC liquidity stress test framework shall file the results
of its liquidity stress test. The filing shall be made to the lead state insurance commissioner
of the insurance holding company system as determined by the procedures within the
Financial Analysis Handbook adopted by the NAIC.
(2) The NAIC liquidity stress test framework includes scope criteria applicable to
a specific data year. These scope criteria are reviewed at least annually by the financial
stability task force or its successor. Any change to the NAIC liquidity stress test framework
or to the data year for which the scope criteria are to be measured shall be effective on the
first of January of the year following the calendar year such changes are adopted. Insurers
meeting at least one threshold of the scope criteria are considered scoped into the NAIC
liquidity stress test framework for the specified data year, unless the lead state insurance
commissioner, in consultation with the NAIC Financial Stability Task Force or its successor,
determines the insurer should not be scoped into the framework for that data year. Similarly,
insurers that do not meet at least one threshold of the scope criteria are considered scoped
out of the NAIC liquidity stress test framework for the specified data year, unless the lead
state insurance commissioner, in consultation with the NAIC Financial Stability Task Force
or its successor, determines the insurer should be scoped into the framework for that data
year.
(3) The lead state commissioner, in consultation with the NAIC Financial Stability
Task Force or its successor, shall address concerns regarding regulators wishing to avoid
being scoped in and out of the NAIC liquidity stress test framework on a frequent basis.
(4) The performance of, and filing of the results from, a specific year's liquidity stress
test shall comply with the NAIC liquidity stress test framework instructions and reporting
templates for that year and any lead state insurance commissioner determinations, in
conjunction with the NAIC Financial Stability Task Force or its successor, provided within
the framework.
O. Violations. The failure to file a registration statement or any summary of the
registration statement or enterprise risk filing required by this Section within the time
specified for filing shall be a violation of this Section.
P.(1) Incorporation by reference. Any information contained in any financial
statement, annual report, proxy statement, statement filed with a governmental authority, or
any other document may be incorporated by reference, provided the document is filed as an
exhibit to the registration statement. Any excerpt of a document may be filed as an exhibit
if the document is extensive. Any documents currently on file with the commissioner which
were filed within three years need not be attached as exhibits but shall be referred to if not
so attached. All references to information contained in exhibits or in documents duly filed
shall clearly identify the material and specifically indicate that the material is to be
incorporated by reference to the item. No materials shall be incorporated by reference in any
instance that the incorporation would render the statement incomplete, unclear, or confusing.
(2) If a filing requires a summary or outline of the provisions of any document, only
a brief statement shall be made as to the pertinent provisions of the document. In addition
to the brief statement, the summary or outline may incorporate, by reference, particular parts
of any exhibit or document currently on file with the commissioner which was filed within
three years and may be included in its entirety by the reference. If two or more documents
required to be filed as exhibits are substantially identical in all material respects except as
to the parties, the dates of execution, or other details, a copy of one of the documents shall
be filed with a schedule identifying the omitted documents and setting forth the material
details in which such documents differ from the documents filed.

Legislative History

Acts 2012, No. 294, §1; Acts 2014, No. 528, §1; Acts 2022, No. 713, §1.