State Codes and Statutes
Statutes > Connecticut > Title38a > Chap698 > Sec38a-91ffSec. 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.
