38.2-4231 - Registration of nonstock corporations that are members of holding company system.
§ 38.2-4231. Registration of nonstock corporations that are members ofholding company system.
A. Each nonstock corporation licensed under this chapter that is a member ofa holding company system shall register with the Commission. Any nonstockcorporation subject to registration under this section shall register withinfifteen days after it becomes subject to registration, unless the Commissionextends the time for registration for good cause shown.
B. 1. This section shall not apply to:
a. Any foreign nonstock corporation subject to disclosure requirements andstandards adopted by statute or regulation in the jurisdiction of itsdomicile that are substantially similar to those contained in this section;
b. Any nonstock corporation licensed under this chapter, information, ortransaction if and to the extent that the Commission exempts the same fromthis section; or
c. Any transaction involving less than one-sixth of one percent of admittedassets or one percent of surplus as of the immediately preceding December 31,whichever is less.
2. Any nonstock corporation licensed under this chapter that is a member of aholding company system but not subject to registration under this section maybe required by the Commission to furnish a copy of the registrationstatement, or other information filed by the nonstock corporation, with theregulatory authority of its domiciliary jurisdiction.
C. Each nonstock corporation subject to registration under this section shallfile a registration statement on a form provided by the Commission. Suchstatement shall contain current information on:
1. The capital structure, general financial condition, ownership, andmanagement of the nonstock corporation and any person controlling thenonstock corporation;
2. The identity of every member of the insurance holding company system;
3. The following agreements in force, continuing relationships andtransactions currently outstanding between the nonstock corporation and itsaffiliates:
a. Loans or extensions of credit, other investments, or purchases, sales orexchanges of securities of the affiliates by the nonstock corporation or ofthe nonstock corporation by its affiliates;
b. Purchases, sales, renting or leasing arrangements, or exchanges of assets;
c. Guarantees or undertakings for the benefit of an affiliate that result inan actual contingent exposure of the nonstock corporation's assets toliability;
d. All management and service contracts and all cost-sharing arrangements;
e. Reinsurance agreements or other risk-sharing arrangements;
f. Transactions not in the ordinary course of business; and
4. Other matters relating to transactions between a registered nonstockcorporation and any affiliates which may be included from time to time in anyregistration forms adopted or approved by the Commission.
D. Each registered nonstock corporation shall report all additionaltransactions with affiliates and any changes in previously reportedtransactions with affiliates on amendment forms provided by the Commission.Each nonstock corporation shall make its report within fifteen days after theend of the month in which it learns of each additional transaction or changein a transaction. Each registered nonstock corporation shall also keepcurrent the information required by subsection C of this section by filing anamendment to its registration statement within 120 days after the end of eachfiscal year of the ultimate controlling person of the holding company system.
E. The Commission shall terminate the registration of any nonstockcorporation that demonstrates it no longer is a member of a holding companysystem.
F. The Commission may require or allow two or more affiliated nonstockcorporations subject to registration under this section to file aconsolidated registration statement or consolidated reports amending theirconsolidated registration statement or their individual registrationstatements.
G. The Commission may allow a nonstock corporation which is licensed underthis chapter and which is part of a holding company system, to register onbehalf of any affiliated nonstock corporation required to register undersubsection A of this section and to file all information and materialrequired to be filed under this section.
H. Any person may file with the Commission a disclaimer of affiliation withany licensed nonstock corporation. The disclaimer shall fully disclose allrelationships and bases for affiliation between the person and the nonstockcorporation as well as the basis for disclaiming the affiliation. After adisclaimer has been filed, the nonstock corporation shall be relieved of anyregistration or reporting requirements under this section that may arise outof the nonstock corporation's relationship with the person unless and untilthe Commission disallows the disclaimer. The Commission shall disallow thedisclaimer only after giving all interested parties notice and opportunity tobe heard. Any disallowance shall be supported by specific findings of fact.
(1989, c. 606; 1992, c. 588.)