§ 26.1-12.1-03 — Mutual insurance holding company - Merger

North Dakota § 26.1-12.1-03

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

Text

A domestic mutual insurance company, upon the approval of the commissioner, may
reorganize by merging its policyholders' member interests into a mutual insurance holding
company formed according to section 26.1-12.1-02 and continuing the corporate existence of
the reorganizing insurer as a stock insurance company subsidiary of the mutual insurance
holding company. The commissioner, if satisfied that the reorganization meets the standards in
section 26.1-12.1-06, may approve the proposed merger or may require as a condition of
approval the modification of the proposed merger as the commissioner finds necessary for the
merger to meet the standards in section 26.1-12.1-06. The commissioner shall retain jurisdiction
over the mutual insurance holding company and the reorganized insurer organized according to
this section to assure that the policyholders' and members' interests are protected.
All of the initial shares of the capital stock of the reorganized insurance company 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 reorganizing insurer must be converted into membership interests in the
mutual insurance holding company. Policyholders of the reorganized insurance company must
become members of the mutual insurance holding company according to the articles of
incorporation and bylaws of the mutual insurance holding company. A merger as contemplated
by this section is not subject to chapter 26.1-07.