California Insurance Code ARTICLE 1 - Authority and Requirements to Convert

• Section 11535.
  (a) A domestic incorporated mutual life insurer, or life and disability insurer, issuing nonassessable policies on a reserve basis may be converted into an incorporated stock...
• Section 11535.1.
  The definitions in this section apply to the following terms when used in this chapter.(a) “Adoption date” means the date the board of directors adopts the...
• Section 11536.
  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 11537.
  For the conversion of a mutual property-casualty insurer, the plan for conversion shall include the following:(a) A fair and reasonable formula, approved by the commissioner, for...
• Section 11537.1.
  For the conversion of a mutual life insurer, the plan of conversion shall provide for either a mutual holding company in compliance with Section 11537.2...
• Section 11537.2.
  A plan of conversion adopted by a mutual life insurer for the establishment of a mutual holding company shall provide that the mutual life insurer...
• Section 11537.3.
  A plan of conversion adopted by a converting mutual life company shall include the following:(a) (1) The plan provides that each member’s membership interests and rights in...
• Section 11538.
  (a) The commissioner shall examine the plan submitted pursuant to subdivision (b) of Section 11536. As a part of the examination the commissioner may order a...
• Section 11539.
  The meeting of members prescribed by subdivision (c) of Section 11536 shall be called by the board of directors, the chairperson of the board, or...
• Section 11540.
  (a) Nothing in this chapter shall be deemed to prohibit the inclusion in the plan of conversion of provisions under which the insurer’s officers, directors, employees,...
• Section 11541.
  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 11541.1.
  At any time before that plan of conversion becomes effective as provided in Section 11542, the mutual company may, by resolution of a majority of...
• Section 11542.
  (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 11542.1.
  (a) Upon the effective date of a plan of conversion in accordance with Section 11537.2, the mutual life insurer immediately becomes a stock corporation, the membership...
• Section 11542.2.
  (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 11543.
  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 11543.1.
  (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 11544.
  The offer or sale of securities issued pursuant to the plan of conversion developed and approved in accordance with the provisions of this chapter, shall...
• Section 11545.
  The commissioner shall have the authority from time to time, to make, amend and rescind such rules and regulations as may be necessary to carry...
• Section 11546.
  Upon completion of the act of conversion and issuance of the certificate of authority under Section 11542, the Secretary of State shall accept for filing...
• Section 11547.
  (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 11548.
  If the name of a mutual life insurer converting to a stock insurer pursuant to this chapter includes the word mutual, the new stock insurer...
• Section 11549.
  (a) Pursuant to this section, a mutual holding company may merge into a foreign mutual holding company that is domiciled in a state to which the...

Last modified: October 22, 2018