28 Tex. Admin. Code § 7.203 - Registration of Insurers
(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 §§
823.001 -
823.056, 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.
Notes
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.