N.M. Admin. Code § 13.2.2.13 - FORM B
A.
When
required: An insurer required by Section
59A-37-11 NMSA 1978 to file an
annual registration statement shall file Form B in accordance with the
requirements of this rule.
B.
Filings on behalf of affiliates: Any authorized insurer may file a
registration statement on behalf of any affiliated insurer or insurers that are
required to register under Section
59A-37-11 NMSA 1978.
C.
Additional information
permitted: A registration statement may include information not required
by this rule regarding any insurer in the insurance holding company system even
if the insurer is not authorized to do business in this state.
D.
When copy of domiciliary
registration permitted: In lieu of filing a registration statement on
Form B, the authorized insurer may file a copy of the registration statement or
similar report that it is required to file in its state of domicile, provided:
(1) the statement or report contains
substantially similar information required to be furnished on Form B;
and
(2) the filing insurer is the
principal insurance company in the insurance holding company system. The
question of whether the filing insurer is the principal insurance company in
the insurance holding company system is a question of fact and an insurer
filing a registration statement or report in lieu of Form B on behalf of an
affiliated insurer, shall set forth a brief statement of facts which will
substantiate the filing insurer's claim that it, in fact, is the principal
insurer in the insurance holding company system.
E.
Filings by unauthorized
insurers: With the prior approval of the superintendent, an unauthorized
insurer may follow any of the procedures that could be done by an authorized
insurer under Subsections B, C and D of
13.2.2.13 NMAC.
F.
Consolidated filings and alternative
registration: Any insurer may take advantage of the provisions of
Sections 59A-37-16 and 17 NMSA 1978
without obtaining the prior approval of the superintendent. The superintendent,
however, reserves the right to require individual filings if the superintendent
deems such filings necessary in the interest of clarity, ease of administration
or the public good.
G.
Information to be furnished in Form B:
(1)
Caption: Place the following
caption at the top of the cover page:
FORM B
INSURANCE HOLDING COMPANY ANNUAL REGISTRATION STATEMENT FILED WITH THE NEW MEXICO OFFICE OF SUPERINTENDENT OF INSURANCE
(2)
Registrant: State the name
of the registrant filing the statement.
(3)
Other registrants: State the
name and address of each insurance company on whose behalf the statement is
being filed.
(4)
Date:
Provide the filing date of the statement.
(5)
Designation of agent: State
the name, title, address and telephone number of the individual to whom notices
and correspondence concerning this statement should be addressed.
(6)
Identity and control of
registrant: Furnish the exact name of each insurer registering or being
registered, the home office address and principal executive offices of each;
the date on which each registrant became part of the insurance holding company
system; and the method(s) by which control of each registrant was acquired and
is maintained.
(7)
Organizational chart: Furnish a chart or listing clearly
presenting the identities of and interrelationships among all affiliated
persons within the insurance holding company system. The chart or listing
should show the percentage of each class of voting securities of each affiliate
that is owned, directly or indirectly, by another affiliate. If control of any
person within the system is maintained other than by the ownership or control
of voting securities, indicate the basis of control. As to each person
specified in the chart or listing, indicate the type of organization (e.g.,
corporation, trust, partnership) and the state or other jurisdiction of
domicile.
(8)
The ultimate
controlling person: Provide the following information about the ultimate
controlling person in the insurance holding company system:
(a) name;
(b) home office address;
(c) principal executive office
address;
(d) the organizational
structure of the person, i.e., corporation, partnership, individual, trust,
etc.;
(e) the principal business of
the person;
(f) the name and
address of any person who holds or owns ten percent or more of any class of
voting security, the class of such security, the number of shares held of
record or known to be beneficially owned, and the percentage of class so held
or owned; and
(g) if court
proceedings involving a reorganization or liquidation are pending, indicate the
title and location of the court, the nature of the proceedings and the date
when commenced.
(9)
Biographical information: Furnish the following information for
the directors and executive officers of the ultimate controlling person: the
individual's name and address, the individual's principal occupation and all
offices and positions held during the past five years, and any conviction for
crimes other than minor traffic violations.
(10)
Transactions and
agreements: Briefly describe the following agreements in force, and
transactions currently outstanding or that have occurred during the last
calendar year between the registrant and its affiliates in such a manner as to
permit the proper evaluation of the transaction by the superintendent. Include
at least the following information with respect to each: the nature and purpose
of the transaction, the nature and amounts of any payments or transfers of
assets between the parties, the identity of all parties to the transaction, and
the relationship of the affiliated parties to the registrant. No information
need be disclosed if such information is not material for purposes of Section
59A-37-11 NMSA 1978. Sales,
purchases, exchanges, loans or extensions of credit, investments or guarantees
involving one-half of one percent or less of the registrant's admitted assets
as of the 31st day of December next preceding shall be deemed not material.
(a) loans, other investments, or purchases,
sales or exchanges of securities of the affiliates by the registrant or of the
registrant by its affiliates;
(b)
purchases, sales or exchanges of assets;
(c) transactions not in the ordinary course
of business;
(d) guarantees or
undertakings for the benefit of an affiliate which result in an actual
contingent exposure of the registrant's assets to liability, other than
insurance contracts entered into in the ordinary course of the registrant's
business;
(e) all management
agreements, service contracts and all cost-sharing arrangements;
(f) reinsurance agreements;
(g) dividends and other distributions to
shareholders;
(h) consolidated tax
allocation agreements; and
(i) any
pledge of the registrant's stock and/or of the stock of any subsidiary or
controlling affiliate, for a loan made to any member of the insurance holding
company system.
(11)
Litigation or administrative proceedings: Provide a brief
description of any litigation or administrative proceedings of the following
types, either then pending or concluded within the preceding fiscal year, to
which the ultimate controlling person or any of its directors or executive
officers was a party or of which the property of any such person is or was the
subject; give the names of the parties and the court or agency in which the
litigation or proceeding is or was pending:
(a) criminal prosecutions or administrative
proceedings by any government agency or authority that may be relevant to the
trustworthiness of any party to the proceedings; and
(b) proceedings that may have a material
effect upon the solvency or capital structure of the ultimate holding company
including, but not necessarily limited to, bankruptcy, receivership or other
corporate reorganization.
(12)
Statement regarding plan or series
of transactions: The insurer shall furnish a statement that transactions
entered into since the filing of the prior year's annual registration statement
are not part of a plan or series of like transactions, the purpose of which is
to avoid statutory threshold amounts and the review that might otherwise
occur.
(13)
Financial
statements and exhibits:
(a) List
under this item the financial statements and exhibits to be attached to this
statement as appendices.
(b) If the
ultimate controlling person is a corporation, an organization, a limited
liability company, or other legal entity, the financial statements shall
include the annual financial statements of the ultimate controlling person in
the insurance holding company system as of the end of the person's latest
fiscal year. If at the time of the initial registration, the annual financial
statements for the latest fiscal year are not available, annual statements for
the previous fiscal year may be filed and similar financial information shall
be filed for any subsequent period to the extent such information is available.
Such financial statements may be prepared on either an individual basis; or,
unless the superintendent otherwise requires, on a consolidated basis if
consolidated statements are prepared in the usual course of business.
(c) Other than with respect to the foregoing,
such financial statements shall be filed in a standard form and format Amended
by the NAIC, unless an alternative form is accepted by the superintendent.
Documentation and financial statements filed with the SEC or audited GAAP
financial statements shall be deemed to be an appropriate form and
format.
(d) Unless the
superintendent otherwise permits, the annual financial statements shall be
accompanied by the certificate of an independent public accountant to the
effect that the statements present fairly the financial position of the
ultimate controlling person and the results of its operations for the year then
ended, in conformity with generally accepted accounting principles or with
requirements of insurance or other accounting principles prescribed or
permitted under law. If the ultimate controlling person is an insurer which is
actively engaged in the business of insurance, the annual financial statements
need not be certified, provided they are based on the annual statement of the
insurer filed with the insurance department of the insurer's domiciliary state
and are in accordance with requirements of insurance or other accounting
principles prescribed or permitted under the law and regulations of that
state.
(e) Any ultimate controlling
person who is an individual may file personal financial statements that are
reviewed rather than audited by an independent public accountant. The review
shall be conducted in accordance with the standards for review of personal
financial statements published in the Personal Financial Statements
Guide by the American Institute of Certified Public Accountants.
Personal financial statements shall be accompanied by the independent public
accountant's Standard Review Report stating that the accountant is not aware of
any material modifications that should be made to the financial statements in
order for the statements to be in conformity with generally accepted accounting
practices.
(f) Exhibits shall
include copies of the latest annual reports to shareholders of the ultimate
controlling person and proxy material used by the ultimate controlling person;
and any additional documents or papers required by Form B or
13.2.2.10
NMAC.
(14)
Signature and certification: The following signature and
certification are required at the end of Form B.
Pursuant to the requirements of Section 59A-37-12 NMSA 1978, registrant has caused this annual registration statement to be duly signed on its behalf in the city of [insert name of city] and state of New Mexico on [insert date].
(SEAL)
BY:_________________________
____________________________
(Title)
____________________________
(Name of Applicant)
Attest:
____________________________
(Signature of Officer)
____________________________
(Title)
The undersigned deposes and says that they have duly executed the attached annual registration statement dated [insert date], for and on behalf of [insert name of registrant]; that they are the [insert title of deponent] of such company and that they are authorized to execute and file this instrument. Deponent further says that they are familiar with the instrument and its contents, and that the facts set forth in the instrument are true to the best of their knowledge, information and belief.
____________________________
(Signature of deponent)
____________________________
(Typed name and title of deponent)
Notes
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