California Insurance Code ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer

• Section 4097.
  (a) A domestic incorporated medical malpractice mutual insurer, issuing nonassessable policies on a reserve basis may be converted into an incorporated stock insurer issuing, on a...
• Section 4097.01.
  The definitions in this section apply to the following terms when used in this article.(a) “Adoption date” means the date the board of directors adopts the...
• Section 4097.02.
  The plan of conversion shall include appropriate proceedings for amending the mutual company’s articles of incorporation to give effect to the conversion from a nonstock...
• Section 4097.03.
  For the conversion of a medical malpractice mutual insurer, the plan of conversion shall provide for either a demutualization in compliance with Section 4097.04 or...
• Section 4097.04.
  For the demutualization of a mutual insurer into a stock insurer or for the demutualization of a mutual holding company into a stock corporation, the...
• Section 4097.05.
  A plan of conversion adopted by a medical malpractice mutual insurer to establish a mutual holding company shall provide that the medical malpractice mutual insurer...
• Section 4097.06.
  (a) The commissioner shall examine the plan submitted pursuant to subdivision (b) of Section 4097.02. If the plan provides for the establishment of a mutual holding...
• Section 4097.07.
  The meeting of members prescribed by subdivision (c) of Section 4097.02 shall be called by the board of directors, the chairperson of the board, or...
• Section 4097.08.
  Nothing in this article shall be deemed to prohibit the inclusion in the plan of conversion of provisions under which the insurer’s officers, directors, employees,...
• Section 4097.09.
  No director, officer, agent, or employee of the mutual company shall receive any fee, commission, or other valuable consideration whatsoever, other than regular salary and...
• Section 4097.10.
  At any time before that plan of conversion becomes effective as provided in Section 4097.11, the mutual company may, by resolution of at least two-thirds...
• Section 4097.11.
  (a) Upon consent by the commissioner to the plan of conversion of a mutual insurer and filing of the plan of conversion in accordance with the...
• Section 4097.12.
  (a) Upon the effective date of a plan of conversion in accordance with Section 4097.05, the mutual insurer immediately becomes a stock corporation, the membership interests...
• Section 4097.13.
  (a) Prior to, and for a period of five years following, the effective date of the plan of conversion, no person or group of persons acting...
• Section 4097.14.
  Unless otherwise provided in the plan of conversion, the directors and officers of the mutual company shall serve as directors and officers of the converted...
• Section 4097.15.
  (a) Notwithstanding any other provision of law and except as otherwise provided in subdivision (b), actions concerning any plan of conversion, proposed plan of conversion, plan...
• Section 4097.16.
  The offer or sale of securities, including any debt securities, issued pursuant to the plan of conversion developed and approved in accordance with the provisions...
• Section 4097.17.
  The commissioner shall have the authority from time to time, to make, amend, and rescind any rules and regulations as may be necessary to carry...
• Section 4097.18.
  Upon completion of the act of conversion and issuance of the certificate of authority under Section 4097.11, the Secretary of State shall accept for filing...
• Section 4097.19.
  (a) The amended articles of incorporation of a converted company that have been adopted pursuant to a plan of conversion and filed with the Secretary of...
• Section 4097.20.
  If the name of a mutual insurer converting to a stock insurer pursuant to this article includes the word “mutual,” the new stock insurer may...

Last modified: October 22, 2018