§ 26.1-10-04 — Registration of insurers

1. Every insurer that 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 rule in the jurisdiction of its domicile which are substantially similar to those
contained in this section and section 26.1-10-05. Any insurer subject to registration
under this section shall register within fifteen days after it becomes subject to
registration, and annually thereafter by March first 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 not subject to registration under this section to furnish a copy
of the registration statement, the summary specified in subsection 10 of section
26.1-10-04, or other information filed by the insurer with the insurance regulatory
authority of the domiciliary jurisdiction.
2. Every insurer subject to registration shall file a registration statement with the
commissioner on a form approved by the commissioner, which must contain current
information about:

a. The capital structure, general financial condition, ownership, and management of
the insurer and any person in control of the insurer.
b. The identity and relationship of every member of the insurance holding company
system.
c. The following agreements in force and transactions currently outstanding or
which have occurred during the last calendar year between the insurer and its
affiliates:
(1) Loans, other investments, or purchases, sales, or exchanges of securities of
the affiliates by the insurer or of the insurer by its affiliates.
(2) Purchases, sales, or exchange of assets.
(3) Transactions not in the ordinary course of business.
(4) 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.
(5) All management agreements, service contracts, and all cost-sharing
arrangements.
(6) Reinsurance agreements.
(7) Dividends and other distributions to shareholders.
(8) Consolidated tax allocation agreements.
d. 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.
e. If requested by the commissioner, the insurer shall include financial statements of
or within an insurance holding company system, including all affiliates. A financial
statement may include an annual audited financial statement filed with the United
States securities and exchange commission pursuant to the federal Securities Act
of 1933, as amended, [15 U.S.C. 77a et seq.] or the federal Securities Exchange
Act of 1934, as amended, [15 U.S.C. 78a et seq.] or the financial statement
pursuant to this subdivision may satisfy the request by providing the
commissioner with the most recently filed parent corporation financial statements
that have been filed with the United Sates securities and exchange commission.
f. 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.
g. Statements that the insurer's board of directors is responsible for and supervises,
relating to corporate governance and internal controls that the insurer's officers or
senior management have approved, implemented, and continue to maintain and
monitor.
h. Any other information required by the commissioner by rule.
3. No information need be disclosed on the registration statement filed pursuant to
subsection 2 if the information is not material for the purposes of this section. Unless
the commissioner by rule or order provides otherwise, sales, purchases, exchanges,
loans or extensions of credit, or investments, or guarantees involving one-half of one
percent or less of an insurer's admitted assets as of December thirty-first next
preceding are not material for purposes of this section. The definition of materiality
provided in this subsection does not apply for purposes of the group capital calculation
or the liquidity stress test framework.
4. In addition to the annual filing requirement under subsection 1, each registered insurer
shall keep current the information required to be disclosed in its registration statement
by reporting all material changes or additions on amendment forms approved by the
commissioner within fifteen days after the end of the month in which it learns of each
change or addition; provided, however, that subject to subsections 7, 8, and 9 of
section 26.1-10-05, each registered insurer shall report all dividends and other
distributions to shareholders within five business days following the declaration and no
less than ten business days prior to payment thereof.

5. The commissioner shall terminate the registration of any insurer that demonstrates it
no longer is a member of an insurance holding company system.
6. The commissioner may require or allow two or more affiliated insurers subject to
registration to file a consolidated registration statement.
7. 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 1 to file all
information and material required to be filed under this section.
8. This section does not apply to any insurer, information, or transaction if and to the
extent excepted by the commissioner by rule or order.
9. Any person may file with the commissioner a disclaimer of affiliation with any
authorized insurer or a disclaimer may be filed by the insurer or any member of an
insurance holding company system. The disclaimer must fully disclose all material
relationships and bases for affiliation between the person and the insurer as well as
the basis for disclaiming the affiliation. A disclaimer of affiliation is deemed to have
been granted unless the commissioner, within thirty days following receipt of a
complete disclaimer, notifies the filing party the disclaimer is disallowed. In the event of
disallowance, the disclaiming party may request an administrative hearing, which must
be granted. The disclaiming party is relieved of its duty to register under this section if
approval of the disclaimer has been granted by the commissioner or if the disclaimer is
deemed to have been approved.
10. All registration statements must contain a summary outlining all items in the current
registration statement representing changes from the prior registration statement.
11. Any person within an insurance holding company system subject to registration must
provide complete and accurate information to an insurer, when the information is
reasonably necessary to enable the insurer to comply with the provisions of this
chapter.
12. The ultimate controlling person of every insurer subject to registration shall file an
annual enterprise risk report. To the best of the ultimate controlling person's knowledge
and belief, the report must identify the material risks within the insurance holding
company system which could pose enterprise risk to the insurer. The report must 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.
13. Except as provided in subsection 14, the ultimate controlling person of each insurer
subject to registration shall concurrently file with the registration an annual group
capital calculation as directed by the lead state commissioner. The report must be
completed in accordance with the national association of insurance commissioners
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 must be filed with the lead state commissioner of the
insurance holding company system as determined by the commissioner in accordance
with the financial analysis handbook procedures adopted by the national association of
insurance commissioners.
14. An insurance holding company system is exempt from filing the group capital
calculation if the insurance holding company system meets any of the criteria
described below.
a. An insurance holding company system that has only one insurer within its holding
company structure, only writes business, is only licensed in its domestic state,
and assumes no business from any other insurer.
b. If a system is required to perform a group capital calculation specified by the
United States federal reserve board, the lead state commissioner shall request
the calculation from the federal reserve board under the terms of information
sharing agreements in effect. If the federal reserve board 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 that has a non-United States groupwide
supervisor located within a reciprocal jurisdiction as set forth in subsection 7 of
section 26.1-31.2-01 which recognizes the United States state regulatory
approach to group supervision and group capital.
d. An insurance holding company system that:
(1) Provides information to the lead state that meets the requirements for
accreditation under the national association of insurance commissioners
financial standards and accreditation program, either directly or indirectly
through the groupwide supervisor, who has determined the information is
satisfactory to allow the lead state to comply with the national association of
insurance commissioners group supervision approach, as detailed in the
national association of insurance commissioners financial analysis
handbook; and
(2) Has a non-United States groupwide supervisor that is not in a reciprocal
jurisdiction which recognizes and accepts, as specified by the commissioner
by rule, the group capital calculation as the worldwide group capital
assessment for United States insurance groups that operate in that
jurisdiction.
e. Notwithstanding subdivisions c and d, a lead state commissioner shall require the
group capital calculation for United States operations of any non-United States
based insurance holding company system where, 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.
f. Notwithstanding subdivisions a through d, the lead state commissioner may
exempt the ultimate controlling person from filing the annual group capital
calculation or accept a limited group capital filing or report in accordance with
criteria as specified by the commissioner by rule.
g. If the lead state commissioner determines an insurance holding company system
no longer meets one or more of the requirements for an exemption from filing the
group capital calculation under this section, the insurance holding company
system shall file the group capital calculation at the next annual filing date, unless
an extension is provided by the lead state commissioner based on reasonable
grounds shown.
15. The ultimate controlling person of every insurer subject to registration and scoped into
the national association of insurance commissioners liquidity stress test framework
shall file the results of a specific year's liquidity stress test. The results must be filed
with the lead state insurance commissioner of the insurance holding company system
as determined by the financial analysis handbook procedures adopted by the national
association of insurance commissioners.
a. The national association of insurance commissioners liquidity stress test
framework includes scope criteria applicable to a specific data year. The scope
criteria are reviewed at least annually by the financial stability task force or its
successor. A change to the national association of insurance commissioners
liquidity stress test framework or to the data year for which the scope criteria are
to be measured is effective on January first of the year following the calendar
year when the change is adopted. An insurer that meets at least one threshold of
the scope criteria is considered scoped into the national association of insurance
commissioners liquidity stress test framework for the specified data year unless
the lead state insurance commissioner, in consultation with the national
association of insurance commissioners financial stability task force or its
successor, determines the insurer should not be scoped into the framework for
that data year. An insurer that does not trigger at least one threshold of the scope
criteria is considered scoped out of the liquidity stress test framework for the
specified data year, unless the lead state insurance commissioner, in consultation
with the national association of insurance commissioners financial stability task

force or its successor, determines the insurer should be scoped into the
framework for that data year.
b. To avoid having insurers scoped in and out of the national association of
insurance commissioners liquidity stress test framework on a frequent basis, the
lead state insurance commissioner, in consultation with the financial stability task
force or its successor, shall assess this concern as part of the determination for
an insurer.
c. The performance of, and filing of the results from, a specific year's liquidity stress
test must comply with the national association of insurance commissioners
liquidity stress test framework's instructions and reporting templates for that year
and any lead state insurance commissioner determinations, in consultation with
the financial stability task force or its successor, provided within the framework.
16. 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 the filing is
a violation of this section.