Sec. 38a-91ff. Incorporation and formation.
Sec. 38a-91ff. Incorporation and formation. (a) 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.
(b) An association captive insurance company, an industrial insured captive insurance company or a risk retention group 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 reciprocal insurer; or
(4) Organized as a manager-managed limited liability company.
(c) A captive insurance company incorporated or organized in this state shall have
not less than three incorporators or three organizers of whom at least one shall be a
resident of this state.
(d) In the case of a captive insurance company:
(1) (A) Formed as a corporation, before the articles of incorporation are transmitted
to the Secretary of the State, the incorporators shall petition the Insurance Commissioner
to issue a certificate setting forth the commissioner'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 commissioner shall consider:
(i) The character, reputation, financial standing and purposes of the incorporators;
(ii) The character, reputation, financial responsibility, insurance experience and
business qualifications of the officers and directors; and
(iii) Such other aspects as the commissioner deems advisable.
(B) The articles of incorporation, such certificate and the organization fee shall be
transmitted to the Secretary of the State who shall record both the articles of incorporation and the certificate.
(2) Formed as a reciprocal insurer, the organizers shall petition the commissioner
to issue a certificate setting forth the commissioner'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 commissioner shall consider the items set forth in
subparagraph (A) of subdivision (1) of this subsection.
(3) Formed as a limited liability company, before the articles of organization are
transmitted to the Secretary of the State, the organizers shall petition the commissioner
to issue a certificate setting forth the commissioner'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 commissioner shall consider the items set forth in subparagraph (A) of subdivision (1) of this subsection.
(e) The capital stock of a captive insurance company incorporated as a stock insurer
may be authorized with no par value.
(f) 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 reciprocal insurer, at least one of the members of the subscribers'
advisory committee shall be a resident of this state;
(3) Formed as a limited liability company, at least one of the managers shall be a
resident of this state.
(g) Other than captive insurance companies formed as limited liability companies
or as nonprofit corporations, captive insurance companies formed as corporations under
the provisions of sections 38a-91aa to 38a-91qq, inclusive, shall have the privileges and
be subject to the provisions of title 33 as well as the applicable provisions in sections
38a-91aa to 38a-91gg, inclusive. In the event of conflict between the provisions of title
33 and sections 38a-91aa to 38a-91qq, inclusive, the provisions of sections 38a-91aa
to 38a-91qq, inclusive, shall control.
(h) Captive insurance companies formed under the provisions of sections 38a-91aa
to 38a-91qq, inclusive:
(1) As limited liability companies shall have the privileges and be subject to the
provisions of chapter 613 and applicable provisions in sections 38a-91aa to 38a-91qq,
inclusive. In the event of a conflict between the provisions of chapter 613 and sections
38a-91aa to 38a-91qq, inclusive, the provisions of sections 38a-91aa to 38a-91qq, inclusive, shall control; or
(2) As nonprofit corporations shall have the privileges and be subject to the applicable provisions of title 33 and applicable provisions in sections 38a-91aa to 38a-91qq,
inclusive. In the event of conflict between the provisions of title 33 and sections 38a-91aa to 38a-91qq, inclusive, the provisions of sections 38a-91aa to 38a-91qq, inclusive,
shall control.
(i) The provisions of this chapter pertaining to mergers, consolidations and conversions shall apply in determining the procedures to be followed by captive insurance
companies in carrying out any of the transactions described in this chapter.
(j) Captive insurance companies formed as reciprocal insurers under the provisions
of sections 38a-91aa to 38a-91qq, inclusive, shall have the privileges and be subject to
the provisions of this title in addition to the applicable provisions of sections 38a-91aa
to 38a-91qq, inclusive. In the event of a conflict between the provisions of sections 38a-91aa to 38a-91qq, inclusive, and this title, the provisions of sections 38a-91aa to 38a-91qq, inclusive, shall control.
(k) 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 fixed or prescribed number of directors.
(l) 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.
(P.A. 08-127, S. 6.)
History: P.A. 08-127 effective January 1, 2009.