(a) Registration. Except as provided by the Act, every
insurer authorized or incorporated to do business in this state and
is a member of an insurance holding company system must register in
accord with the Act. The exemption from registration for a foreign
insurer does not apply to a commercially domiciled insurer doing business
in this state; nor to a commercially domiciled insurer granted an
exemption under §7.202 of this title (relating to Definitions).
The commissioner must terminate the registration of a commercially
domiciled insurer when it is demonstrated that it no longer meets
the definition of commercially domiciled insurer in §7.202 of
this title.
(b) Information filing from insurers. Every insurer
which is authorized to do business in this state and which is a member
of an insurance holding company system and is not required to register
under subsection (a) of this section must furnish to the commissioner
a copy of the registration statement or other information filed by
such insurer with the insurance regulatory authority of its domiciliary
jurisdiction and all amendments, if required by the commissioner.
(c) Information and forms required. Every insurer subject
to registration must file a registration statement in accord with
§7.210 of this title (relating to Form B), §7.211 of this
title (relating to Form C), and as applicable, to §7.214 of this
title (relating to Form F), providing current information about the
requested matters.
(d) Materiality. Information which is not material
for the purposes of the Act, need not be filed under the Act, §823.054,
for certain requirements respecting materiality. See subsection (f)
of this section for the rule on material changes.
(e) Amendments to registration statements. Each registered
insurer must keep current the information required to be disclosed
in its registration statement by reporting all material changes or
additions (whether single transactions or cumulative in total). The
amendment must be in accord with §7.210 of this title, the registration
statement, the cover page requirements of §7.201(d) of this title
(relating to Forms Filings), and with a positive statement as to the
items of the form not being amended instead of setting out the unamended
portions. The amendment must be filed within 15 days after the end
of the month in which the registered insurer learns of the change
or addition. Any transaction that is approved by the commissioner
is deemed to be an amendment to the registration statement without
further action or filing.
(f) Material changes. The following occurrences are,
without limiting the meaning of the phrase "material changes," deemed
material changes for purposes of filing an amendment to the registration
statement:
  (1) any acquisition of a voting security of a domestic
insurer, directly or indirectly, by a person in control of the domestic
insurer if, after the acquisition, the person, directly or indirectly,
owns or controls less than 50 percent of the then issued and outstanding
voting securities of the domestic insurer, in which case §7.210(b)
and (c) of this title must be made current;
  (2) any acquisition of a voting security of a domestic
insurer, directly or indirectly, by a person that prior, directly
or indirectly, owns or controls more than 50 percent of the then issued
and outstanding voting securities of the domestic insurer, in which
case §7.210(b) and (c) of this title must be made current;
  (3) a change in the control of the registrant, in which
case the entire registration statement must be made current (notwithstanding
any other provision of this subchapter);
  (4) a change in the information required by §7.210(f)
and (g) of this title, in which case the respective subsection must
be made current;
  (5) a change of the chief executive officer, president,
or more than one-third of the directors reported in §7.210(e)
of this title, in which case the respective subsection must be made
current;
  (6) any transaction with an affiliate or affiliates
which, when taken together with all other transactions with affiliates
excluding those transactions approved under §7.204(a)(1) of this
title (relating to Transactions Subject to Prior Notice) and those
transactions for which notification is given under §7.204(a)(2)
occurring within 12 months next preceding, under Subchapter C of the
Act. In this case, §7.210(c) and (f) of this title must be made
current together with a report of all transactions with affiliates
regardless of size within 12 months next preceding. After the transactions
are reported and the filings under §7.210(c) and (f) are made
current, each subsequent transaction with an affiliate which, when
taken together with those transactions which occurred within the 12
months next preceding, were reported under this subsection and Subchapter
C of the Act, must be reported under subsection (e) of this section.
(g) Annual amendment. Within 120 days after the end
of each fiscal year of the ultimate controlling person (that person
which is not controlled by another person) of the insurance holding
company system, the registrant must file an annual registration statement.
An insurer required to file an annual registration statement must
also furnish a summary of material changes from the prior year's annual
registration statement under §7.211 of this title.
(h) Termination of registration. The commissioner must
terminate the registration of any insurer as provided in Insurance
Code §823.056.
(i) Consolidated filing. Any licensed insurer may file
a consolidated registration statement or any amendment on behalf of
itself and any affiliated insurer or insurers which are required to
register under subsection (a) of this section, if so authorized by
the affiliates. Each registration statement may include information
regarding any insurer in the insurance holding company system even
if the insurer is not authorized to do business in this state. Each
licensed insurer in the filing must determine the correctness of the
entire statement and amendments and is bound by the terms of the entire
statement and amendment. The statement may be made under the provisions
of subsection (j) of this section.
(j) Alternative registration.
  (1) In lieu of filing a registration statement as specified
in §7.210 of this title, a licensed insurer may file a copy of
the registration statement or similar report it is required to file
in its state of domicile (or a report it is required to file in another
state where it is licensed if its state of domicile requires no such
report) provided:
    (A) the statement or report contains information substantially
similar to information required in §7.210 of this title and any
of the information not in the statement or report is provided by supplement;
and
    (B) the filing insurer is the principal insurer in
the insurance holding company system or, in the case of a consolidated
statement, the statement is in the form required by the principal
insurer's domicile.
  (2) Whether the filing insurer is the principal insurer
in the insurance holding company system is a question of fact. An
insurer filing a registration statement (or report in lieu of the
information specified in §7.210 of this title) on behalf of an
affiliated insurer must set forth a simple statement of facts which
will substantiate the filing insurer's claim that it is the principal
insurer in the insurance holding company system.
  (3) With the prior approval of the commissioner, an
unauthorized insurer may follow any of the procedures which could
be done by an authorized insurer under paragraph (1) of this subsection.

  (4) The commissioner may require under this subsection
or subsection (i) of this section separate filings if the commissioner
deems the filings necessary in the interest of clarity, ease of administration,
or the public good.
(k) Enterprise Risk Report. The ultimate controlling
person of an insurer required to file an enterprise risk report under
Insurance Code §823.0595 must furnish the required information
on Form F, which is made a part of these regulations.
(l) Exemptions. The provisions of this section do not
apply to any insurer, information, or transaction if and to the extent
exempted by the commissioner by rule, regulation, or order.
(m) Disclaimer.
  (1) Any person may file with the commissioner a disclaimer
of control or affiliation with any insurer, or the disclaimer may
be filed by the insurer or any member of an insurance holding company
system as a separate filing.
  (2) A disclaimer of affiliation or a request for termination
of registration claiming that a person does not, or will not upon
the taking of some proposed action, control another person (referred
to as the "subject") must contain the following information:
    (A) the number of authorized, issued, and outstanding
voting securities or rights of the subject;
    (B) with respect to the person whose control is denied
and all affiliates of the person, the number and percentage of shares
of the subject's voting securities which are held of record or known
to be beneficially owned, and the number of shares concerning which
there is a right to acquire, directly or indirectly;
    (C) all material relationships and bases for affiliation
between the subject and the person whose control is denied and all
affiliates of the person; and
    (D) a statement explaining why the person should not
be considered to control the subject.
  (3) The applicant must simultaneously furnish a copy
of any disclaimer filed with the commissioner to the insurer, if the
affected insurer is not a party to it. The insurer must, within 15
business days after receipt, unless the time is extended by the commissioner
for good cause, respond to the matters raised in the disclaimer.
  (4) The applicant of a disclaimer which has been allowed
must notify the commissioner within 15 days after the end of the month
if any information constituting the basis for the disclaimer is incomplete,
inaccurate, or no longer accurate. The commissioner may disallow the
disclaimer for failure to provide the information.
  (5) After a disclaimer has been filed, the insurer
is relieved of the duty to register or report under subsection (a)
of this section which may arise out of the insurer's relationship
with the person unless and until the commissioner disallows the disclaimer.
If the commissioner disallows a disclaimer, the party who filed the
disclaimer may request an administrative hearing which must be granted
by the commissioner.
  (6) After a disclaimer of control or affiliation has
been filed by any person, any acquisition, in any manner, directly
or indirectly, of a voting security of the domestic insurer by the
person is subject to the Act, in the absence of the filing within
15 days after the end of the month in which the acquisition of an
additional voting security occurs, of an amendment makes current the
disclaimer of control or affiliation previously filed under this subsection.

(n) Violations. The failure to file a registration
statement or any amendment to a Form B (relating to Registration Statement)
or Form F (relating to Enterprise Risk Report) within the time specified
for the filing is a violation of this section.
(o) Dividends and distributions. Each registered insurer
must, by personal delivery, by facsimile, or by mail addressed to:
Financial Analysis, Mail Code 303-1A, Texas Department of Insurance,
P.O. Box 149104, 333 Guadalupe, Austin, Texas 78714-9104, provide
notice to the commissioner of all dividends and other distributions
to shareholders under Insurance Code §823.053 in Form E (relating
to Notice of Dividend or Distribution) and the notice is deemed an
amendment to the registration statement without further action or
filing. Prepayment notices will be considered promptly. Each prepayment
notice must be accompanied by documentation supporting each of the
standards specified in Insurance Code, §823.008, unless the documentation
has previously been provided during the current calendar year and
the person to whom the documentation was sent is identified. Dividends
and distributions must be reviewed by the commissioner and, if the
standards in the Act, §823.008 are not met, the commissioner
will take appropriate action, including, but not limited to, that
provided under Insurance Code §§82.001 - 82.056, 83.001
- 83.153 and Chapters 403, 404, 441, and 443. All reported dividends
and distributions must be reviewed annually in the registration statement
filed under §7.210 of this title. See §7.204(d) of this
title for requirements regarding extraordinary dividends and distributions.



Source Note: The provisions of this §7.203 adopted to be effective January 1, 1976; amended to be effective November 30, 1984, 9 TexReg 5926; amended to be effective April 29, 1988, 13 TexReg 1761; amended to be effective April 13, 1992, 17 TexReg 2273; amended to be effective July 14, 1994, 19 TexReg 5098; amended to be effective May 15, 1996, 21 TexReg 3798.; amended to be effective May 5, 2002, 27 TexReg 3559; amended to be effective May 26, 2013, 38 TexReg 3033