Effective 28 Aug 2013

379.1310. Incorporation as a stock insurer permitted, when. — 1. A pure captive insurance company may be incorporated as a stock insurer with its capital divided into shares and held by the stockholders as a nonprofit corporation with one or more members, or as a manager-managed limited liability company.

2. An association captive insurance company or an industrial insured captive insurance company may be:

(1) Incorporated as a stock insurer with its capital divided into shares and held by the stockholders;

(2) Incorporated as a mutual insurer without capital stock, the governing body of which is elected by its insureds;

(3) Organized as a manager-managed limited liability company; or

(4) Organized as a reciprocal insurer in accordance with sections 379.650 to 379.790.

3. A captive insurance company incorporated or organized in this state shall have not less than three incorporators or three organizers of whom not less than one shall be a resident of this state.

4. In the case of a captive insurance company:

(1) Formed as a corporation, before the articles of incorporation are transmitted to the secretary of state, the incorporators shall petition the director to issue a certificate setting forth the director's finding that the establishment and maintenance of the proposed corporation will promote the general good of the state. In arriving at such a finding the director shall consider:

(a) The character, reputation, financial standing and purposes of the incorporators;

(b) The character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors; and

(c) Such other aspects as the director shall deem advisable.

­­The articles of incorporation, such certificate, and the organization fee shall be transmitted to the secretary of state, who shall thereupon record both the articles of incorporation and the certificate;

(2) Formed as a limited liability company, before the articles of organization are transmitted to the secretary of state, the organizers shall petition the director to issue a certificate setting forth the director's finding that the establishment and maintenance of the proposed company will promote the general good of the state. In arriving at such a finding, the director shall consider the items set forth in paragraphs (a) to (c) of subdivision (1) of this subsection;

(3) Formed as a reciprocal insurer, the organizers shall petition the director to issue a certificate setting the director's finding that the establishment and maintenance of the proposed association will promote the general good of the state. In arriving at such a finding the director shall consider the items set forth in paragraphs (a) to (c) of subdivision (1) of this subsection.

5. The capital stock of a captive insurance company incorporated as a stock insurer may be authorized with no par value.

6. In the case of a captive insurance company:

(1) Formed as a corporation, at least one of the members of the board of directors shall be a resident of this state;

(2) Formed as a limited liability company, at least one of the managers shall be a resident of this state;

(3) Formed as a reciprocal insurer, at least one of the members of the subscribers' advisory committee shall be a resident of this state.

7. Other than captive insurance companies formed as limited liability companies under chapter 347, or as nonprofit corporations under chapter 355, captive insurance companies formed as corporations under sections 379.1300 to 379.1351 shall have the privileges and be subject to chapter 351 as well as the applicable provisions contained in sections 379.1300 to 379.1308. In the event of conflict between the provisions of such general corporation law and sections 379.1300 to 379.1351, sections 379.1300 to 379.1351 shall control.

8. Captive insurance companies formed under sections 379.1300 to 379.1351:

(1) As limited liability companies shall have the privileges and be subject to the provisions of chapter 347 as well as the applicable provisions contained in sections 379.1300 to 379.1351. In the event of a conflict between chapter 347 and sections 379.1300 to 379.1351, sections 379.1300 to 379.1351 shall control; or

(2) As nonprofit corporations shall have the privileges and be subject to the provisions of chapter 355 as well as the applicable provisions contained in sections 379.1300 to 379.1351. In the event of conflict between chapter 355 and sections 379.1300 to 379.1351, sections 379.1300 to 379.1351 shall control.

9. The provisions of section 375.355, section 375.908, sections 379.980 to 379.988, and chapter 382, pertaining to mergers, consolidations, conversions, mutualizations, redomestications, and mutual holding companies shall apply in determining the procedures to be followed by captive insurance companies in carrying out any of the transactions described therein; except that:

(1) The director may waive or modify the requirements for public notice and hearing, or in accordance with rules which the director may adopt addressing categories of transactions, modify the requirements for public notice and hearing. If a notice of public hearing is required, but no one requests a hearing ten days before the day set for the hearing, then the director may cancel the hearing;

(2) An alien insurer may be a party to a merger or a redomestication authorized under this subsection, if approved by the director; and

(3) The director may issue a certificate of general good to permit the formation of a captive insurance company that is established for the sole purpose of consolidating or merging with or assuming existing insurance or reinsurance business from an existing Missouri licensed captive insurance company. The director may, upon a request of such newly formed captive insurance company, waive or modify the requirements of paragraph (b) of subdivision (1) and subdivision (2) of subsection 3 of section 379.1302.

10. The articles of incorporation or bylaws of a captive insurance company formed as a corporation may authorize a quorum of its board of directors to consist of no fewer than one-third of the full board of directors, provided that a quorum shall not consist of fewer than two directors.

11. Captive insurance companies formed as reciprocal insurers under the provisions of sections 379.1300 to 379.1351 shall have the privileges and be subject to the provisions of sections 379.650 to 379.790 in addition to the applicable provisions of sections 379.1300 to 379.1351. In the event of a conflict between the provisions of sections 379.650 to 379.790 and the provisions of sections 379.1300 to 379.1351, the latter shall control, to the extent a reciprocal insurer is made subject to other provisions of chapters 374, 375, and 379 under sections 379.650 to 379.790, such provisions shall not be applicable to a reciprocal insurer formed under sections 379.1300 to 379.1351 unless such provisions are expressly made applicable to captive insurance companies under sections 379.1300 to 379.1351.

12. The subscribers' agreement or other organizing document of a captive insurance company formed as a reciprocal insurer may authorize a quorum of its subscribers' advisory committee to consist of no fewer than one-third of the number of its members.

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(L. 2007 S.B. 215, A.L. 2009 H.B. 577, A.L. 2013 S.B. 287)