Oregon Revised Statutes
Except where inconsistent with the express provisions of the Insurance Code, ORS chapter 60, shall, to the extent applicable, govern the powers, duties and relationships of domestic insurers. The following sections in ORS chapter 60 do not apply to insurers: ORS 60.004, 60.007 to 60.014, 60.016, 60.017 to 60.024, 60.031, 60.044, 60.051 to 60.057, 60.094 to …
ORGANIZATION
No person shall organize or solicit or receive any money for the organization of a domestic insurer without a subsisting permit to organize an insurer issued by the Director of the Department of Consumer and Business Services pursuant to ORS 732.055. The director shall not require a fee for filing an application for such a permit in the case of the organizat…
Any person or persons desiring to organize a domestic stock insurer shall, as prospective incorporators, first file an application with the Director of the Department of Consumer and Business Services for a permit to organize such an insurer. The applicants shall pay the applicable fee to the director at the time the application is filed. The application sha…
Any one or more persons desiring to organize a domestic insurer without capital stock shall, as prospective organizers, first file an application with the Director of the Department of Consumer and Business Services for a permit to organize such an insurer. The provisions and requirements of ORS 732.025 shall govern such application; in addition, the applica…
Upon receipt of an application for a permit to organize an insurer, the Director of the Department of Consumer and Business Services shall make such investigation of the facts and conditions as the director deems necessary, including the holding of a public hearing on the application if the director considers it desirable or if requested by the applicant.
Within 90 days after the filing of the application for a permit to organize an insurer, the Director of the Department of Consumer and Business Services shall approve or disapprove the application. The 90-day period referred to in subsection (1) of this section may be extended by the director for an additional period not to exceed 30 days if the director gi…
Any changes in the information furnished in the application for a permit to organize an insurer shall be reported immediately to the Director of the Department of Consumer and Business Services by the persons to whom the permit was issued.
After notice to the applicant stating the grounds therefor, the Director of the Department of Consumer and Business Services may revoke or suspend a permit to organize an insurer for any ground for which the issuance of the permit could be denied.
One or more natural persons of the age of 21 years or older or one or more financially responsible corporations may act as incorporators of a domestic insurer upon compliance with the provisions of the Insurance Code.
To the extent not otherwise inconsistent with the Insurance Code, the articles of incorporation of a domestic insurer shall conform to ORS 60.047 and, in addition, shall contain the purpose or purposes for which the insurer is organized and the class or classes of insurance or reinsurance to be made. It shall be sufficient to state, either alone or with othe…
The incorporators shall file with the Director of the Department of Consumer and Business Services within six months of the issuance of the organization permit under ORS 732.055: Duplicate originals of the articles of incorporation signed by all of the incorporators. A corporate surety bond payable to the director and the director’s successors, as trustee,…
If the Director of the Department of Consumer and Business Services finds that the articles of incorporation and the bond, letter of credit or securities filed with the director conform to law and the sureties on any bond are acceptable, the director shall, when all fees established by the director have been paid: Indorse on each of such duplicate originals…
If the proposed domestic insurer is to issue securities, it shall comply with the applicable provisions of ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995. However, the Director of the Department of Consumer and Business Services shall not allow the registration of securities of a proposed domestic insurer unless the organizers of such insurer have…
No person shall solicit subscriptions for the capital stock of, or, in the case of an insurer without capital stock, applications for insurance in, any insurer in the process of organization unless the insurer has filed the insurer’s name and address with the Director of the Department of Consumer and Business Services.
A subscription to the capital stock of an insurer in the process of organization must contain a stipulation that no sum shall be used for commission, promotion or organization expenses in excess of a stated percent of the amount paid upon the subscription. This stated amount may not exceed 15 percent. Sums paid by subscribers and applicants must be deposite…
If the Director of the Department of Consumer and Business Services finds that any domestic insurer has not completed its organization and qualified for a certificate of authority within two years from the date of filing its articles of incorporation, the director may order the application abandoned and close the files in which event its corporate powers sha…
The directors, incorporators, and organizers of any insurer organized under the Insurance Code and those entitled to participation in the profits of such insurer shall be jointly and severally liable for all debts or liabilities of such insurer until it has received a certificate of authority.
Any person who assumes to act as a corporate insurer without a permit to organize and without the issuance of a certificate of incorporation by the Director of the Department of Consumer and Business Services or who assumes to transact insurance business without a certificate of authority to transact such business issued by the director shall be jointly and …
Except as otherwise provided in the Insurance Code or the articles of incorporation of an insurer, a domestic insurer shall have: The general and emergency powers granted to corporations by ORS 60.077 and 60.081; The powers granted to insurers by the Insurance Code; and All powers necessary or convenient to effect any or all of the purposes for which the …
The provision of ORS 60.084 shall not affect the right of any policyholder of a domestic insurer or the Director of the Department of Consumer and Business Services from asserting the lack of capacity or power of an insurer, by reason of any provision of the Insurance Code, to do any act or make any conveyance or transfer of real or personal property.
No domestic insurer shall make any contract whereby any person is granted or is to enjoy in fact the management of the insurer to the substantial exclusion of its board of directors or other governing body.
No domestic insurer shall make any contract whereby any person is granted or is to enjoy in fact the controlling or preemptive right to produce substantially all insurance business for the insurer, unless the contract is filed with and approved by the Director of the Department of Consumer and Business Services. The contract filed with the director shall be …
No domestic insurer shall reduce its combined capital and surplus by partial distribution of its assets, by payment in the form of a dividend to stockholders or otherwise, below: Its required capitalization; or A greater amount which the Director of the Department of Consumer and Business Services, by rule or by order after hearing upon the motion of the d…
Whenever the Director of the Department of Consumer and Business Services determines from any showing or statement made to the director or from any examination made by the director that the assets of a domestic insurer are less than its liabilities plus required capitalization, the director may proceed immediately under the provisions of ORS chapter 734 or t…
No insurer may be dissolved voluntarily until the Director of the Department of Consumer and Business Services has approved a plan for liquidation of the insurer’s assets and obligations. The preparation and approval of such plan shall follow the provisions of ORS 732.517 to 732.546. The plan of dissolution must provide for reinsurance of substantially all …
Any domestic insurer may hold in trust the proceeds of any life insurance policy issued by it. Such a trust shall be upon such terms and subject to such limitations as to revocation by the policyholder and control by the beneficiary thereunder as are agreed to in writing by the insurer and the policyholder. Trust provisions authorized by this section shall …
Except as provided in subsection (4) of this section, every domestic insurer shall have and maintain the domestic insurer’s principal place of business and home office in this state, and shall keep within this state accurate and complete accounts and records of the domestic insurer’s assets, transactions, and affairs in accordance with the provisions of the …
The specific purpose of this section is to facilitate the continued operation of all domestic insurers in the event a national emergency makes it impossible or impracticable for an insurer to conduct its business in strict accordance with applicable provisions of law, its bylaws or its charter. The board of directors of any domestic insurer may at any time …
A domestic insurer may not have fewer than five directors. A director need not be a shareholder or member of the insurer unless the articles of incorporation so require, but a director must be 21 years of age or older. At least five or one-quarter of the directors, whichever is fewer, must be residents of this state. A majority of directors must be persons w…
No domestic insurer shall make any disbursement of $100 or more unless the sum is evidenced by: A voucher signed by or on behalf of the person receiving the money or, if a voucher cannot be obtained, by an affidavit stating the reason for not obtaining the voucher; A bill, invoice, statement or similar document commonly in business use submitted on account…
Except as set forth in a statement of acquisition described in ORS 732.523 and, in the case of the issuance or sale of the insurer’s securities, as approved by a majority of the board of directors having no interest therein except as shareholders or directors or failing such majority by the shareholders, a director, trustee, officer, agent or employee, or sp…
No domestic insurer shall issue or have outstanding more than one class of shares, whether with or without par value.
A domestic insurer shall have the right to purchase or otherwise acquire, hold, pledge, transfer or dispose of its own issued shares. An insurer may acquire any such shares by purchase, exchange or disposition of its assets only from earned surplus as defined by rule, that is not otherwise restricted or, with the prior written approval of the Director of the…
A proxy may be authorized in writing to vote the shares of any stockholder, or where authorized of a policyholder, of a domestic stock insurer at any regular or special stockholders’ meeting. Such stockholders and policyholders shall be provided with adequate and accurate information with respect to the affairs of the insurer, the interests of those involve…
As used in ORS 732.220 and 732.420 to 732.455, “equity security” means: Any stock or similar security; Any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; Any such warrant or right; or Any other security which the Director of the Department of Consume…
The provisions of ORS 732.430, 732.435 and 732.440 do not apply to equity securities of a domestic stock insurer if: Such securities are registered, or are required to be registered, pursuant to section 12 of the Securities Exchange Act of 1934, as amended; or Such insurer does not have any class of its equity securities held of record by 100 or more perso…
Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of a domestic stock insurer, or who is a director or an officer of the insurer, shall file with the Director of the Department of Consumer and Business Services within 10 days after the person becomes a beneficial owner, director or off…
For the purpose of preventing the unfair use of information which may have been obtained by a beneficial owner, director or officer as described in ORS 732.430 by reason of the beneficial owner, director or officer’s relationship to such insurer, any profit realized by the beneficial owner, director or officer from any purchase and sale, or any sale and purc…
No beneficial owner, director or officer, as described in ORS 732.430 directly or indirectly, shall sell any equity security of such insurer if the person selling the security or the person’s principal: Does not own the security sold; or If owning the security, does not deliver it against such sale within 20 days thereafter, or does not within five days af…
The provisions of ORS 732.435 do not apply to any purchase and sale, or sale and purchase, and the provisions of ORS 732.440 do not apply to any sale, of an equity security of a domestic stock insurer not then or theretofore held by the insurer in an investment account, by a security dealer in the ordinary course of the insurer’s business and incident to the…
The provisions of ORS 732.430, 732.435 and 732.440 do not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules as the Director of the Department of Consumer and Business Services may adopt in order to carry out the purposes of ORS 732.420 to 732.455.
The Director of the Department of Consumer and Business Services shall have the power to make such rules as may be necessary for the execution of the functions vested in the director by ORS 732.420 to 732.455, and may for such purpose classify domestic stock insurers, securities, and other persons or matters within the director’s jurisdiction. No provision o…
Every domestic stock insurer shall send to each shareholder within 90 days after the end of each fiscal year of such insurer and every domestic insurer without capital stock shall make available at its annual meeting an annual report of the organization, operation and activities of such insurer, its parent if any and its subsidiaries and affiliates if any, a…
A domestic mutual insurer shall be owned by and operated in the interest of its members. Each owner of one or more valid and existing policies of insurance issued by a domestic mutual insurer, other than a policy of reinsurance, is a member of such insurer possessing the rights and obligations of such membership. However, two or more persons who qualify as …
Each member of a domestic mutual insurer is entitled to one vote on each matter coming before a meeting of the members and for each director to be elected regardless of the number of policies or amount of insurance and benefits held by such member. The member under a group policy shall have but one vote regardless of the number of individuals insured or ben…
The following provisions shall apply to and govern meetings of members of a domestic mutual insurer and, to the extent applicable, meetings of subscribers of a domestic reciprocal insurer: Unless the notice of the meeting is by personal mail or delivery to the members, or as provided in subsection (5) of this section, the annual meeting, and all special mee…
A copy of the bylaws of a domestic mutual insurer, including any amendments, shall be provided to the Director of the Department of Consumer and Business Services. The bylaws of a mutual insurer may contain any provision for managing the business and regulating the affairs of the insurer that is not inconsistent with law or the articles of incorporation. The…
ACQUISITIONS AND MERGERS
The purpose of ORS 732.517 to 732.546 is that of regulating the control or ownership of an insurer or of an insurance holding company system. A further purpose of ORS 732.517 to 732.546 is that of promoting the public interest and the interests of policyholders and shareholders by facilitating, consistent with those interests, better use of management skills…
As used in ORS 732.517 to 732.546: “Acquiring party” means a person that acquires or attempts to acquire control of a domestic insurer as described in ORS 732.521 (1)(a), that enters into an agreement to merge with or otherwise acquire control of a domestic insurer as described in ORS 732.521 (1)(b) or that engages in an activity described in ORS 732.521 (1…
Unless a person first satisfies the provisions of ORS 732.517 to 732.546, the person may not engage in any of the following activities: A person other than the person that issues voting securities of a domestic insurer may not acquire or attempt to acquire control of the domestic insurer. For purposes of this paragraph, a person acquires or attempts to acqu…
An acquiring party shall: File a statement of acquisition that has the information specified in this section with the Director of the Department of Consumer and Business Services for approval. If more than one acquiring party must file a statement under this paragraph, any or all acquiring parties that are acting in concert may file a joint statement. Deli…
If a person has duly filed a written request for a hearing or if, within 10 days after an acquiring party has filed a completed statement under ORS 732.523, the Director of the Department of Consumer and Business Services finds that holding a hearing is necessary or advisable, the director shall cause a hearing to be held. The hearing must be held at a time…
If the chief insurance regulatory officials of two or more jurisdictions must approve a proposal to acquire control of an insurer, a person that files a statement with the Director of the Department of Consumer and Business Services under ORS 732.523 may request a hearing on the acquisition in a single proceeding before all of the chief insurance regulatory …
The Director of the Department of Consumer and Business Services shall make a determination concerning the proposed activity described in ORS 732.521 (1) within a period that begins 60 days before the effective date of the activity. The director may refuse, after a public hearing, to approve a proposed activity if: The activity is contrary to law or would r…
Following approval of a proposed activity by the Director of the Department of Consumer and Business Services or pursuant to a court order or judgment, the proposed activity shall be submitted for approval to the members of a domestic mutual insurer, the subscribers of a domestic reciprocal insurer or the shareholders of a domestic stock insurer. A notice o…
If a statement filed under ORS 732.523 will result in the acquisition by a stock insurer of all or a significant portion of the assets of a domestic mutual insurer or domestic reciprocal insurer, or reinsurance in a stock insurer of all or a significant portion of the insurance in force of a domestic mutual insurer or domestic reciprocal insurer, the plan mu…
Not later than the 30th day after consummation of an activity described in ORS 732.521 (1), the acquiring party shall submit to the Director of the Department of Consumer and Business Services a statement that the activity has been consummated. The statement must be made under the oath of the presiding officer of the board of directors of the acquiring party…
The action taken by any foreign or alien insurer or other party to the proposed activity described in ORS 732.521 (1) must be authorized by the laws of the state, country or province under which it is incorporated or organized, and each foreign or alien insurer or other party must satisfy and comply with any applicable laws thereof and with the provisions of…
As used in subsection (3)(d) of this section, “market” means the direct written insurance premium for a line of business in this state that an insurer authorized to transact insurance in this state claims in the annual financial statement the insurer files under ORS 731.574. Except as provided in subsection (3) of this section, ORS 732.527, 732.539, 732.542…
When a merger or consolidation becomes effective, the effect on the insurers and other parties to the merger or consolidation is as follows: The several insurers and other parties to the plan of merger or consolidation shall be a single insurer or other corporation, which, in the case of a merger, shall be that insurer or other corporation designated in the…
A person that proposes to acquire another person, or the person that would be subject to the acquisition, must notify the Director of the Department of Consumer and Business Services and wait for the period of time specified in subsection (3) of this section before completing the acquisition. The director shall treat a notice and information that a person su…
The courts of this state are vested with jurisdiction over every person not resident, domiciled or authorized to do business in this state who is required to file a statement with the Director of the Department of Consumer and Business Services under ORS 732.523 and over all actions involving such a person arising out of violations of ORS 732.517 to 732.546.…
As used in this section: “Highly concentrated market” means a market in which the share that the four largest insurers hold is 75 percent or more of the market. “Insurer” means a company that transacts insurance or a group of companies that transact insurance and are under common management, ownership or control. “Market” means the relevant product or geo…
The Director of the Department of Consumer and Business Services may issue an order with the effect described in paragraph (b) of this subsection if the director determines that an acquisition may substantially diminish competition in a line of insurance in this state or may tend to create a monopoly or if the director determines that a party to an acquisiti…
If any provision of ORS 732.517 to 732.546 or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of ORS 732.517 to 732.546 which can be given effect without the invalid provision or application, and to this end the provisions of ORS 732.517 to 732.546 are declared to be sev…
Whenever it appears to the Director of the Department of Consumer and Business Services that any person has committed or is about to commit a violation of any provision of ORS 732.517 to 732.546 or of any rule or order issued by the director under ORS 732.517 to 732.546, the director may apply to the Circuit Court for Marion County for an order enjoining the…
As used in ORS 732.517 to 732.596: “Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another person. “Control” means possessing the direct or indirect power to manage a person or set the person’s policies, whether by owning voting securities, by contract …
A domestic insurer, either by itself or in cooperation with one or more persons, may organize or acquire one or more subsidiaries engaged only in one or more of the kinds of business described in ORS 733.635. If an insurer ceases to control a subsidiary, the insurer must dispose of any investment in the subsidiary made pursuant to this section within three …
Every authorized insurer that is a member of an insurance holding company system shall register with the Director of the Department of Consumer and Business Services as provided in this section. A foreign insurer need not register if the foreign insurer is subject to registration requirements and standards adopted by statute or rule in the jurisdiction of it…
Every insurer that is subject to the registration requirements of ORS 732.551 shall file a registration statement on a form prescribed by the Director of the Department of Consumer and Business Services. The director shall consider and may prescribe as the registration statement form for this section the form that the National Association of Insurance Commis…
Except as provided in subsection (2) of this section, information that is not material for the purposes of registration under ORS 732.517 to 732.596 need not be disclosed on the registration statement filed pursuant to ORS 732.552. Unless the Director of the Department of Consumer and Business Services by rule or order provides otherwise, sales, purchases, e…
Each registered insurer shall keep current the information required to be disclosed on its registration statement by reporting all material changes or additions on amendment forms prescribed by the Director of the Department of Consumer and Business Services within 15 days after the end of the month in which the insurer learns of each such change or addition…
Any person within an insurance holding company system subject to registration shall provide complete and accurate information to an insurer when such information is necessary to enable the insurer to comply with the registration requirements of ORS 732.517 to 732.596.
The Director of the Department of Consumer and Business Services shall terminate the registration of any insurer which demonstrates that it no longer is a member of an insurance holding company system.
The Director of the Department of Consumer and Business Services may require or allow two or more affiliated insurers subject to registration to file a consolidated registration statement.
The Director of the Department of Consumer and Business Services may allow an authorized insurer that is part of an insurance holding company system to register on behalf of an affiliated insurer that is required to register under ORS 732.551 and to file all information and material required to be filed under the registration requirements of ORS 732.517 to 7…
The registration requirements of ORS 732.517 to 732.596 do not apply to any insurer, information or transaction the Director of the Department of Consumer and Business Services exempts by rule or order. ORS 732.521, 732.523, 732.526 and 732.528 do not apply to a transaction that is subject to the provisions of ORS 732.517 to 732.546 that relate to a merger …
The Director of the Department of Consumer and Business Services shall presume that a person controls another person if the person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the voting securities of the other person. A person may rebut this presumption with a showing in the mann…
Any person, insurer or member of an insurance holding company system may file with the Director of the Department of Consumer and Business Services a disclaimer of affiliation with any authorized insurer. The disclaimer must fully disclose all material relationships and bases for affiliation between the person, insurer or member and the insurer to which the …
Every insurer that must register with the Director of the Department of Consumer and Business Services under ORS 732.551 shall file an enterprise risk report each year. The enterprise risk report must identify, to the best of the insurer’s knowledge and belief, the material risks within the insurance holding company system of which the insurer is a part that…
The Director of the Department of Consumer and Business Services may establish or participate in a temporary or a permanent supervisory college for any domestic insurer that is: Registered under ORS 732.551; and Part of an insurance holding company system that has international operations. The director may establish or participate in a supervisory college…
The Director of the Department of Consumer and Business Services may adopt rules to carry out ORS 732.517 to 732.596. STANDARDS AND MANAGEMENT OF INSURER WITHIN AN INSURANCE HOLDING COMPANY SYSTEM
A transaction within an insurance holding company system to which an insurer subject to registration is a party is subject to the following standards: The terms must be fair and reasonable. Charges or fees for services performed must be reasonable. Expenses incurred and payment received must be allocated to the insurer in conformity with customary insuran…
This section applies to dividends and other distributions within an insurance holding company system. A domestic insurer subject to registration may not pay or make any extraordinary dividend or distribution to the domestic insurer’s shareholders either until 30 days after the Director of the Department of Consumer and Business Services has received notice …
A person’s control of a domestic insurer that is subject to registration does not relieve the officers and directors of the insurer of any obligation or liability to which the officers and directors would otherwise be subject by law. The domestic insurer must be managed so as to assure the insurer’s separate operating identity in accordance with the Insuranc…
For purposes of ORS 732.517 to 732.596, in order to determine whether the combined capital and surplus is reasonable in relation to the outstanding liabilities of the insurer and adequate to its financial needs, the Director of the Department of Consumer and Business Services must consider at least the applicable factors stated in ORS 731.554 for determining…
In addition to other powers that the Director of the Department of Consumer and Business Services has under the Insurance Code to examine and investigate insurers, the director may also order any insurer registered under ORS 732.517 to 732.596 to produce books, records, accounts, papers, documents and computer and other recordings the insurer or the insurer’…
All information, documents and copies of information or documents obtained by or disclosed to the Director of the Department of Consumer and Business Services or any other person in the course of an examination or investigation under ORS 732.584 are subject to the provisions of ORS 731.312. All information reported in accordance with ORS 732.552, 732.554, 7…
If the Director of the Department of Consumer and Business Services determines that a person’s violation of any provision of ORS 732.517 to 732.596 so impairs the financial condition of a domestic insurer as to threaten insolvency or makes the insurer’s further transaction of business hazardous to the insurer’s policyholders, creditors, shareholders or the p…
If an order for liquidation or rehabilitation of a domestic insurer has been entered, the receiver appointed under the order may recover, on behalf of the insurer, from any parent corporation or holding company or person or affiliate who otherwise controlled the insurer, the amount of distributions, other than distributions of shares of the same class of sto…
The Director of the Department of Consumer and Business Services shall: Act, in accordance with the provisions of this section, as the group-wide supervisor for any internationally active insurance group; or Acknowledge another regulatory official as the group-wide supervisor for an internationally active insurance group if the internationally active insur…
An insurance holding company system that is not an internationally active insurance group may request that the Director of the Department of Consumer and Business Services determine or acknowledge a group-wide supervisor for the insurance holding company system in accordance with ORS 732.594.
CONVERSION OR REORGANIZATION OF DOMESTIC MUTUAL INSURER
As used in ORS 732.600 to 732.630: “Conversion” means a process by which a domestic mutual insurer is converted to a domestic stock insurer in accordance with ORS 732.600 to 732.630. “Converted stock insurer” means a domestic stock insurer into which a domestic mutual insurer is converted in accordance with ORS 732.600 to 732.630. “Converting mutual insur…
ORS 732.600 to 732.630 are intended to enable a domestic mutual insurer, to the extent consistent with the interests of its members and the insurance buying public, to: Adopt any other type of organizational structure, including a stock insurer, stock holding company or mutual holding company, that enhances its financial strength and flexibility; and Suppo…
A domestic mutual insurer may engage in either of the following actions: A conversion to a domestic stock insurer; or A reorganization in which the domestic mutual insurer is converted to a domestic stock insurer; and A mutual holding company is organized; or A stock holding company is organized. A mutual holding company may restructure into a stock hol…
In order for a domestic mutual insurer to engage in a conversion or reorganization as provided in ORS 732.604, the board of directors of the mutual insurer must adopt a plan that meets the requirements of ORS 732.610. After the board of directors of a mutual insurer has adopted a plan and before the board of directors seeks approval of the plan by the eligi…
The Director of the Department of Consumer and Business Services may waive the requirements of ORS 732.606 if: The director determines that a domestic mutual insurer is in hazardous financial condition according to standards established under ORS 731.385 or if a rehabilitation or liquidation proceeding or an administrative supervision proceeding has been in…
A plan of conversion or reorganization of a domestic mutual insurer must include the following: A statement of the reasons for the proposed action. A description of how the plan will be carried out, including, but not limited to, any merger, transfer, assumption, exchange, acquisition, contribution or other transaction included within the plan and a descri…
A member is an eligible member of a domestic mutual insurer for purposes of ORS 732.600 to 732.630 if the member’s policy is in force as of the record date for a plan of conversion or reorganization. For purposes of this subsection, the record date is the date on which the mutual insurer’s board of directors adopts the plan of conversion or reorganization o…
In the case of a conversion or in the case of a reorganization that involves the organization of a stock holding company, consideration for the membership interests of the eligible members of a converting mutual insurer consists of one or any combination of the following: Nontransferable subscription rights to purchase shares of capital stock of the issuer …
Upon the effective date of a conversion, the membership interests of all members of the converting mutual insurer, whether or not eligible members, shall be extinguished, and the eligible members of the converting mutual insurer shall be entitled to receive the consideration described in ORS 732.612 in accordance with the plan. A converting mutual insurer b…
Upon the effective date of a reorganization involving the organization of a stock holding company, the membership interests of all members of the converting mutual insurer, whether or not eligible members, shall be extinguished, and the eligible members of the converting mutual insurer shall be entitled to receive the consideration described in ORS 732.612 i…
Upon the effective date of a reorganization involving the organization of a mutual holding company, the membership interests of all members of the converting mutual insurer, whether or not such members are eligible members, shall be merged into the mutual holding company. Consequently, the members of the converting mutual insurer shall become members of the …
A mutual holding company is a corporation. To the extent not inconsistent with the provisions of the Insurance Code or ORS 732.600 to 732.630, ORS chapter 60 governs the powers, duties and relationships of a mutual holding company. The following sections in ORS chapter 60 do not apply to a mutual holding company: ORS 60.004, 60.007 to 60.014, 60.016, 60.017 …
A mutual holding company may restructure to a stock holding company in accordance with a plan of restructuring. The restructuring may include the continuation or organization of one or more corporations that become direct or indirect subsidiaries of the restructured stock holding company in accordance with the plan of restructuring. In order to restructure …
The Director of the Department of Consumer and Business Services shall approve, conditionally approve or disapprove a plan of restructuring and other documents submitted under ORS 732.622 according to the standards established in ORS 732.626. The director must take such action not later than the 60th day after the director has received a completed filing of …
The Director of the Department of Consumer and Business Services shall review a plan of conversion, reorganization or restructuring that is submitted to the director. Upon review, the director shall approve or conditionally approve the plan if the director finds all of the following: The applicable provisions of ORS 732.600 to 732.630, and other applicable …
For a period of three years following the effective date of a conversion, reorganization or restructuring, unless authorized by the Director of the Department of Consumer and Business Services, the directors, officers and employees of the converted stock insurer, any stock holding company, any mutual holding company or any subsidiary of a stock holding compa…
Dissenters’ rights provided in ORS 60.551 to 60.594 are not available to any member, whether or not eligible, of a converting mutual insurer or a restructuring mutual holding company. An action challenging the validity of or arising from the conversion, reorganization or restructuring or other acts taken or proposed to be taken under the plan or ORS 732.600…
RISK MANAGEMENT FRAMEWORKS, OWN RISK AND SOLVENCY ASSESSMENTS AND CORPORATE GOVERNANCE ANNUAL DISCLOSURES (Own Risk and Solvency Assessments)
As used in ORS 732.650 to 732.689: “Corporate governance annual disclosure” means a report that an insurer or insurance group files with the Director of the Department of Consumer and Business Services in accordance with ORS 732.680 and 732.683. “Insurance group” means insurers and affiliates within an insurance holding company system, as defined in ORS 73…
ORS 732.650 to 732.689 provide: Requirements for maintaining a risk management framework and completing an own risk and solvency assessment; and Guidance and instructions for filing an own risk and solvency assessment summary report with the Director of the Department of Consumer and Business Services. ORS 732.650 to 732.689 apply to all insurers domicile…
An insurer shall maintain a risk management framework to assist the insurer with identifying, assessing, monitoring, managing and reporting on the insurer’s material and relevant risks. The insurer satisfies this requirement if the insurance group of which the insurer is a member maintains a risk management framework applicable to the operations of the insur…
Subject to the provisions of ORS 732.666, an insurer, or the insurance group of which the insurer is a member, shall use a process that is comparable to the process described in the Own Risk and Solvency Assessment Guidance Manual to regularly conduct an own risk and solvency assessment. The insurer, or the insurance group of which the insurer is a member, s…
At the request of the Director of the Department of Consumer and Business Services, and not more than once each year, an insurer shall submit to the director an own risk and solvency assessment summary report, or any combination of reports that together contain the information described in the Own Risk and Solvency Assessment Guidance Manual, for the insurer…
An insurer is exempt from the requirements of ORS 732.650 to 732.689 if: The insurer has annual direct written and unaffiliated assumed premium of less than $500 million, including international direct and assumed premium but excluding premiums reinsured with the Federal Crop Insurance Corporation and National Flood Insurance Program; and The insurance gro…
Each insurer that must prepare an own risk and solvency assessment summary report shall prepare the report consistent with the current version of the Own Risk and Solvency Assessment Guidance Manual, subject to the requirements of subsection (2) of this section. The insurer shall maintain documentation and supporting information and make the documentation an…
All documents, materials or other information, including any own risk and solvency assessment summary report, that the Department of Consumer and Business Services possesses or controls, that the Director of the Department of Consumer and Business Services obtained or created or that were otherwise disclosed to the director or any other person in the course …
(Corporate Governance Annual Disclosures)
An insurer, or the insurance group of which an insurer is a member, each year in accordance with a schedule the Director of the Department of Consumer and Business Services establishes in consultation with the insurer or insurance group, shall submit to the director or to the chief insurance regulatory official in the state that the director determines is th…
An insurer or insurance group has discretion as to the form and content of the insurer’s or insurance group’s responses to inquiries in a corporate governance annual disclosure so long as the responses provide information the Director of the Department of Consumer and Business Services requires to understand the insurer’s or insurance group’s corporate gover…
Documents, materials or other information, including a corporate governance annual disclosure, that the Director of the Department of Consumer and Business Services discloses to, or receives in a submission or disclosure from, another person or otherwise possesses, controls, obtains or creates in accordance with ORS 732.680 or 732.683 contains trade secrets,…
The Director of the Department of Consumer and Business Services, at the expense of the insurer or insurance group from which the director receives a corporate governance annual disclosure, may retain a consultant, including an attorney, actuary, accountant or other expert, whenever the director reasonably requires assistance to review the corporate governan…
PRODUCER-CONTROLLED PROPERTY AND CASUALTY INSURERS
As used in ORS 732.810 to 732.814: “Control” has the meaning given that term in ORS 732.548. “Controlled insurer” means an authorized insurer that an insurance producer controls directly or indirectly. “Controlling producer” means an insurance producer who directly or indirectly controls an insurer. “Insurance producer” has the meaning given that term in…
ORS 732.810 to 732.814 apply to an insurer who is authorized in this state to transact property insurance or casualty insurance, or both, and is: Domiciled in this state; or Domiciled in a state that is not accredited by the National Association of Insurance Commissioners and does not have in effect a law that the Director of the Department of Consumer and…
A controlled insurer shall file quarterly financial statements with the Director of the Department of Consumer and Business Services. Subsections (4) to (7) of this section apply to a controlled insurer and a controlling producer if, in any calendar year, the aggregate amount of gross written premium on insurance placed with a controlled insurer by a contro…
A controlling producer, prior to the effective date of a policy, shall deliver written notice to the prospective insured disclosing the relationship between the producer and the controlled insurer. If the insurance is placed through a subproducer who is not a controlling producer, the controlling producer must retain in the records of the controlling produce…
If the Director of the Department of Consumer and Business Services believes that the controlling producer or any other person has not complied with ORS 732.810 to 732.814 or any rule adopted or order issued thereunder, the director may order the controlling producer to cease placing insurance with the controlled insurer. If the director finds that the cont…
The Interstate Insurance Product Regulation Compact is enacted into law and entered into on behalf of this state with all other jurisdictions legally joining therein in the form substantially as follows: ______________________________________________________________________________ ARTICLE I PURPOSE The purposes of this compact are, through means of join…
The Director of the Department of Consumer and Business Services or a designee of the director shall serve as this state’s member of the Interstate Insurance Product Regulation Commission established under the Interstate Insurance Product Regulation Compact set forth in ORS 732.820. Note: See note under 732.820.
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