58-19-5. Definitions.

As used in this Article, unless the context requires otherwise, the following terms have the following meanings:

(1) An "affiliate" of or person "affiliated" with a specific person. - A person that indirectly through one or more intermediaries or directly controls, is controlled by, or is under common control with the person specified.

(2) "Control", including the terms "controlling", "controlled by", and "under common control with." - The direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise. Control is presumed to exist if any person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing, ten percent (10%) or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by G.S. 58-19-25(j) that control does not exist in fact. The Commissioner may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect.

(3) Enterprise risk. - Any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer's risk-based capital to fall into company action level as set forth in Article 12 of this Chapter or would cause the insurer to be in a hazardous financial condition as set forth in G.S. 58-30-60.

(4) Executive officer. - A chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers under whatever title.

(5) Form A. - The statement regarding the acquisition of control of or merger with a domestic insurer that is required to be filed with the Commissioner pursuant to G.S. 58-19-15.

(6) Form B. - The insurance holding company system annual registration statement that is required to be filed with the Commissioner pursuant to G.S. 58-19-25.

(7) Form C. - The summary of changes to the insurance company system annual registration statement that is required to be filed with the Commissioner pursuant to G.S. 58-19-25.

(8) Form D. - The prior notice of a transaction that is required to be filed with the Commissioner pursuant to G.S. 58-19-30(b).

(9) Form E. - The pre-acquisition notification that is required to be filed with the Commissioner pursuant to G.S. 58-19-15(a5).

(10) Form F. - The annual enterprise risk report required to be filed with the Commissioner pursuant to G.S. 58-19-25(l).

(11) Insurance holding company system. - An entity comprising two or more affiliated persons, one or more of which is an insurer.

(12) Insurer. - As defined in G.S. 58-1-5(3), and includes a person subject to Articles 65 and 66 or 67 of this Chapter. "Insurer" does not include (1) an agency, authority, or instrumentality of the United States; any of its possessions and territories; the Commonwealth of Puerto Rico; the District of Columbia; nor a state or political subdivision of a state; nor (2) fraternal benefit societies or fraternal orders.

(13) Person. - An individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, or any similar entity or any combination of the foregoing acting in concert.

(14) A "security holder" of a specified person. - One who owns any security of such person, including common stock, preferred stock, debt obligations, or any other security convertible into or evidencing the right to acquire any of the foregoing.

(15) A "subsidiary" of a specified person. - An affiliate controlled by such person indirectly through one or more intermediaries or directly.

(16) Ultimate controlling person. - A person not controlled by any other person.

(17) Voting security. - Includes any security convertible into or evidencing a right to acquire a voting security.