§ 26.1-12.1-02 — Mutual insurance holding company - Formation

North Dakota § 26.1-12.1-02

• Jurisdiction: North Dakota
• Title 26.1: Insurance
• Ch. 26.1-12.1: Mutual Insurance Company Reorganization

Text

A domestic mutual insurance company, upon approval of the commissioner, may reorganize
by forming an insurance holding company based upon a mutual plan and continuing the
corporate existence of the reorganizing insurer as a stock insurance company. The
commissioner, if satisfied the reorganization meets the standards set forth in section
26.1-12.1-06, may approve the proposed plan of reorganization or may require as a condition of
approval the modification of the proposed plan of reorganization as the commissioner finds
necessary for the plan to meet the standards of section 26.1-12.1-06. The commissioner shall
retain jurisdiction over the mutual insurance holding company and the reorganized insurer
according to this section and chapter 26.1-10 to assure that policyholders' and members'
interests are protected.

All of the initial shares of the capital stock of the reorganized insurer must be issued to the
mutual insurance holding company or to an intermediate stock holding company that is wholly
owned by the mutual insurance holding company. The membership interests of the
policyholders of the reorganized insurer must be converted into membership interests in the
mutual insurance holding company. Policyholders of the reorganizing insurance company must
become members of the mutual insurance holding company in accordance with the articles of
incorporation and bylaws of the mutual insurance holding company and the articles of
incorporation and bylaws of the reorganized insurance company as approved by the
commissioner. The mutual insurance holding company, directly or indirectly through an
intermediate stock holding company, must control at all times a majority of the voting shares of
the capital stock of the reorganized insurance company but this does not prohibit any future
demutualization or other conversion.