Missouri Revised Statutes
Chapter 379
Insurance Other Than Life
←379.1308
Section 379.1310.1
379.1312→
August 28, 2015
Incorporation as a stock insurer permitted, when.
379.1310. 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.
(L. 2007 S.B. 215, A.L. 2009 H.B. 577, A.L. 2013 S.B. 287)
2009
2007
2009
379.1310. 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
379.1350 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 379.1350, sections 379.1300 to 379.1350 shall control.
8. Captive insurance companies formed under sections 379.1300 to 379.1350:
(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 379.1350. In the event of a conflict
between chapter 347 and sections 379.1300 to 379.1350, sections 379.1300 to
379.1350 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 379.1350. In the event of conflict between
chapter 355 and sections 379.1300 to 379.1350, sections 379.1300 to 379.1350
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 in accordance with rules which the director may adopt addressing
categories of transactions. If a notice of public hearing is required, but no
one requests a 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.
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 determined, 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 379.1350 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 379.1350. In the event of a
conflict between the provisions of sections 379.650 to 379.790 and the
provisions of sections 379.1300 to 379.1350, 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
379.1350 unless such provisions are expressly made applicable to captive
insurance companies under sections 379.1300 to 379.1350.
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.
2007
379.1310. 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; or
(3) Organized as a manager-managed limited liability company.
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.
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.
7. Other than captive insurance companies formed as limited liability
companies under chapter 347, RSMo, or as nonprofit corporations under
chapter 355, RSMo, captive insurance companies formed as corporations under
sections 379.1300 to 379.1350 shall have the privileges and be subject to
chapter 351, RSMo, 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
379.1350, sections 379.1300 to 379.1350 shall control.
8. Captive insurance companies formed under sections 379.1300 to
379.1350:
(1) As limited liability companies shall have the privileges and be
subject to the provisions of chapter 347, RSMo, as well as the applicable
provisions contained in sections 379.1300 to 379.1350. In the event of a
conflict between chapter 347, RSMo, and sections 379.1300 to 379.1350,
sections 379.1300 to 379.1350 shall control; or
(2) As nonprofit corporations shall have the privileges and be
subject to the provisions of chapter 355, RSMo, as well as the applicable
provisions contained in sections 379.1300 to 379.1350. In the event of
conflict between chapter 355, RSMo, and sections 379.1300 to 379.1350,
sections 379.1300 to 379.1350 shall control.
9. The provisions of section 375.355, RSMo, sections 379.980 to
379.988, and chapter 382, RSMo, 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 in accordance with rules which the director may adopt
addressing categories of transactions. If a notice of public hearing is
required, but no one requests a hearing, then the director may cancel the
hearing;
(2) An alien insurer may be a party to a merger authorized under this
subsection, if approved by the director.
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 determined, provided that a quorum shall not consist of fewer
than two directors.
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