379.1310. 1. A pure captive insurance company may be incorporated asa stock insurer with its capital divided into shares and held by thestockholders as a nonprofit corporation with one or more members, or as amanager-managed limited liability company.
2. An association captive insurance company or an industrial insuredcaptive insurance company may be:
(1) Incorporated as a stock insurer with its capital divided intoshares and held by the stockholders;
(2) Incorporated as a mutual insurer without capital stock, thegoverning body of which is elected by its insureds;
(3) Organized as a manager-managed limited liability company; or
(4) Organized as a reciprocal insurer in accordance with sections379.650 to 379.790.
3. A captive insurance company incorporated or organized in thisstate shall have not less than three incorporators or three organizers ofwhom not less than one shall be a resident of this state.
4. In the case of a captive insurance company:
(1) Formed as a corporation, before the articles of incorporation aretransmitted to the secretary of state, the incorporators shall petition thedirector to issue a certificate setting forth the director's finding thatthe establishment and maintenance of the proposed corporation will promotethe general good of the state. In arriving at such a finding the directorshall consider:
(a) The character, reputation, financial standing and purposes of theincorporators;
(b) The character, reputation, financial responsibility, insuranceexperience, and business qualifications of the officers and directors; and
(c) Such other aspects as the director shall deem advisable.
The articles of incorporation, such certificate, and the organization feeshall be transmitted to the secretary of state, who shall thereupon recordboth the articles of incorporation and the certificate;
(2) Formed as a limited liability company, before the articles oforganization are transmitted to the secretary of state, the organizersshall petition the director to issue a certificate setting forth thedirector's finding that the establishment and maintenance of the proposedcompany will promote the general good of the state. In arriving at such afinding, the director shall consider the items set forth in paragraphs (a)to (c) of subdivision (1) of this subsection;
(3) Formed as a reciprocal insurer, the organizers shall petition thedirector to issue a certificate setting the director's finding that theestablishment and maintenance of the proposed association will promote thegeneral good of the state. In arriving at such a finding the directorshall consider the items set forth in paragraphs (a) to (c) of subdivision(1) of this subsection.
5. The capital stock of a captive insurance company incorporated as astock insurer may be authorized with no par value.
6. In the case of a captive insurance company:
(1) Formed as a corporation, at least one of the members of the boardof directors shall be a resident of this state;
(2) Formed as a limited liability company, at least one of themanagers shall be a resident of this state;
(3) Formed as a reciprocal insurer, at least one of the members ofthe subscribers' advisory committee shall be a resident of this state.
7. Other than captive insurance companies formed as limited liabilitycompanies under chapter 347, RSMo, or as nonprofit corporations underchapter 355, RSMo, captive insurance companies formed as corporations undersections 379.1300 to 379.1350 shall have the privileges and be subject tochapter 351, RSMo, as well as the applicable provisions contained insections 379.1300 to 379.1308. In the event of conflict between theprovisions of such general corporation law and sections 379.1300 to379.1350, sections 379.1300 to 379.1350 shall control.
8. Captive insurance companies formed under sections 379.1300 to379.1350:
(1) As limited liability companies shall have the privileges and besubject to the provisions of chapter 347, RSMo, as well as the applicableprovisions contained in sections 379.1300 to 379.1350. In the event of aconflict between chapter 347, RSMo, and sections 379.1300 to 379.1350,sections 379.1300 to 379.1350 shall control; or
(2) As nonprofit corporations shall have the privileges and besubject to the provisions of chapter 355, RSMo, as well as the applicableprovisions contained in sections 379.1300 to 379.1350. In the event ofconflict between chapter 355, RSMo, and sections 379.1300 to 379.1350,sections 379.1300 to 379.1350 shall control.
9. The provisions of section 375.355, RSMo, section 375.908, RSMo,sections 379.980 to 379.988, and chapter 382, RSMo, pertaining to mergers,consolidations, conversions, mutualizations, redomestications, and mutualholding companies shall apply in determining the procedures to be followedby captive insurance companies in carrying out any of the transactionsdescribed therein; except that:
(1) The director may waive or modify the requirements for publicnotice and hearing in accordance with rules which the director may adoptaddressing categories of transactions. If a notice of public hearing isrequired, but no one requests a hearing, then the director may cancel thehearing;
(2) An alien insurer may be a party to a merger or a redomesticationauthorized under this subsection, if approved by the director.
10. The articles of incorporation or bylaws of a captive insurancecompany formed as a corporation may authorize a quorum of its board ofdirectors to consist of no fewer than one-third of the full board ofdirectors determined, provided that a quorum shall not consist of fewerthan two directors.
11. Captive insurance companies formed as reciprocal insurers underthe provisions of sections 379.1300 to 379.1350 shall have the privilegesand be subject to the provisions of sections 379.650 to 379.790 in additionto the applicable provisions of sections 379.1300 to 379.1350. In theevent of a conflict between the provisions of sections 379.650 to 379.790and the provisions of sections 379.1300 to 379.1350, the latter shallcontrol, to the extent a reciprocal insurer is made subject to otherprovisions of chapters 374, 375, and 379 under sections 379.650 to 379.790,such provisions shall not be applicable to a reciprocal insurer formedunder sections 379.1300 to 379.1350 unless such provisions are expresslymade applicable to captive insurance companies under sections 379.1300 to379.1350.
12. The subscribers' agreement or other organizing document of acaptive insurance company formed as a reciprocal insurer may authorize aquorum of its subscribers' advisory committee to consist of no fewer thanone-third of the number of its members.
379.1310. 1. A pure captive insurance company may be incorporated asa stock insurer with its capital divided into shares and held by thestockholders as a nonprofit corporation with one or more members, or as amanager-managed limited liability company.
2. An association captive insurance company or an industrial insuredcaptive insurance company may be:
(1) Incorporated as a stock insurer with its capital divided intoshares and held by the stockholders;
(2) Incorporated as a mutual insurer without capital stock, thegoverning body of which is elected by its insureds;
(3) Organized as a manager-managed limited liability company; or
(4) Organized as a reciprocal insurer in accordance with sections379.650 to 379.790.
3. A captive insurance company incorporated or organized in thisstate shall have not less than three incorporators or three organizers ofwhom not less than one shall be a resident of this state.
4. In the case of a captive insurance company:
(1) Formed as a corporation, before the articles of incorporation aretransmitted to the secretary of state, the incorporators shall petition thedirector to issue a certificate setting forth the director's finding thatthe establishment and maintenance of the proposed corporation will promotethe general good of the state. In arriving at such a finding the directorshall consider:
(a) The character, reputation, financial standing and purposes of theincorporators;
(b) The character, reputation, financial responsibility, insuranceexperience, and business qualifications of the officers and directors; and
(c) Such other aspects as the director shall deem advisable.
The articles of incorporation, such certificate, and the organization feeshall be transmitted to the secretary of state, who shall thereupon recordboth the articles of incorporation and the certificate;
(2) Formed as a limited liability company, before the articles oforganization are transmitted to the secretary of state, the organizersshall petition the director to issue a certificate setting forth thedirector's finding that the establishment and maintenance of the proposedcompany will promote the general good of the state. In arriving at such afinding, the director shall consider the items set forth in paragraphs (a)to (c) of subdivision (1) of this subsection;
(3) Formed as a reciprocal insurer, the organizers shall petition thedirector to issue a certificate setting the director's finding that theestablishment and maintenance of the proposed association will promote thegeneral good of the state. In arriving at such a finding the directorshall consider the items set forth in paragraphs (a) to (c) of subdivision(1) of this subsection.
5. The capital stock of a captive insurance company incorporated as astock insurer may be authorized with no par value.
6. In the case of a captive insurance company:
(1) Formed as a corporation, at least one of the members of the boardof directors shall be a resident of this state;
(2) Formed as a limited liability company, at least one of themanagers shall be a resident of this state;
(3) Formed as a reciprocal insurer, at least one of the members ofthe subscribers' advisory committee shall be a resident of this state.
7. Other than captive insurance companies formed as limited liabilitycompanies under chapter 347, RSMo, or as nonprofit corporations underchapter 355, RSMo, captive insurance companies formed as corporations undersections 379.1300 to 379.1350 shall have the privileges and be subject tochapter 351, RSMo, as well as the applicable provisions contained insections 379.1300 to 379.1308. In the event of conflict between theprovisions of such general corporation law and sections 379.1300 to379.1350, sections 379.1300 to 379.1350 shall control.
8. Captive insurance companies formed under sections 379.1300 to379.1350:
(1) As limited liability companies shall have the privileges and besubject to the provisions of chapter 347, RSMo, as well as the applicableprovisions contained in sections 379.1300 to 379.1350. In the event of aconflict between chapter 347, RSMo, and sections 379.1300 to 379.1350,sections 379.1300 to 379.1350 shall control; or
(2) As nonprofit corporations shall have the privileges and besubject to the provisions of chapter 355, RSMo, as well as the applicableprovisions contained in sections 379.1300 to 379.1350. In the event ofconflict between chapter 355, RSMo, and sections 379.1300 to 379.1350,sections 379.1300 to 379.1350 shall control.
9. The provisions of section 375.355, RSMo, section 375.908, RSMo,sections 379.980 to 379.988, and chapter 382, RSMo, pertaining to mergers,consolidations, conversions, mutualizations, redomestications, and mutualholding companies shall apply in determining the procedures to be followedby captive insurance companies in carrying out any of the transactionsdescribed therein; except that:
(1) The director may waive or modify the requirements for publicnotice and hearing in accordance with rules which the director may adoptaddressing categories of transactions. If a notice of public hearing isrequired, but no one requests a hearing, then the director may cancel thehearing;
(2) An alien insurer may be a party to a merger or a redomesticationauthorized under this subsection, if approved by the director.
10. The articles of incorporation or bylaws of a captive insurancecompany formed as a corporation may authorize a quorum of its board ofdirectors to consist of no fewer than one-third of the full board ofdirectors determined, provided that a quorum shall not consist of fewerthan two directors.
11. Captive insurance companies formed as reciprocal insurers underthe provisions of sections 379.1300 to 379.1350 shall have the privilegesand be subject to the provisions of sections 379.650 to 379.790 in additionto the applicable provisions of sections 379.1300 to 379.1350. In theevent of a conflict between the provisions of sections 379.650 to 379.790and the provisions of sections 379.1300 to 379.1350, the latter shallcontrol, to the extent a reciprocal insurer is made subject to otherprovisions of chapters 374, 375, and 379 under sections 379.650 to 379.790,such provisions shall not be applicable to a reciprocal insurer formedunder sections 379.1300 to 379.1350 unless such provisions are expresslymade applicable to captive insurance companies under sections 379.1300 to379.1350.
12. The subscribers' agreement or other organizing document of acaptive insurance company formed as a reciprocal insurer may authorize aquorum of its subscribers' advisory committee to consist of no fewer thanone-third of the number of its members.
379.1310. 1. A pure captive insurance company may be incorporated asa stock insurer with its capital divided into shares and held by thestockholders as a nonprofit corporation with one or more members, or as amanager-managed limited liability company.
2. An association captive insurance company or an industrial insuredcaptive insurance company may be:
(1) Incorporated as a stock insurer with its capital divided intoshares and held by the stockholders;
(2) Incorporated as a mutual insurer without capital stock, thegoverning body of which is elected by its insureds;
(3) Organized as a manager-managed limited liability company; or
(4) Organized as a reciprocal insurer in accordance with sections379.650 to 379.790.
3. A captive insurance company incorporated or organized in thisstate shall have not less than three incorporators or three organizers ofwhom not less than one shall be a resident of this state.
4. In the case of a captive insurance company:
(1) Formed as a corporation, before the articles of incorporation aretransmitted to the secretary of state, the incorporators shall petition thedirector to issue a certificate setting forth the director's finding thatthe establishment and maintenance of the proposed corporation will promotethe general good of the state. In arriving at such a finding the directorshall consider:
(a) The character, reputation, financial standing and purposes of theincorporators;
(b) The character, reputation, financial responsibility, insuranceexperience, and business qualifications of the officers and directors; and
(c) Such other aspects as the director shall deem advisable.
The articles of incorporation, such certificate, and the organization feeshall be transmitted to the secretary of state, who shall thereupon recordboth the articles of incorporation and the certificate;
(2) Formed as a limited liability company, before the articles oforganization are transmitted to the secretary of state, the organizersshall petition the director to issue a certificate setting forth thedirector's finding that the establishment and maintenance of the proposedcompany will promote the general good of the state. In arriving at such afinding, the director shall consider the items set forth in paragraphs (a)to (c) of subdivision (1) of this subsection;
(3) Formed as a reciprocal insurer, the organizers shall petition thedirector to issue a certificate setting the director's finding that theestablishment and maintenance of the proposed association will promote thegeneral good of the state. In arriving at such a finding the directorshall consider the items set forth in paragraphs (a) to (c) of subdivision(1) of this subsection.
5. The capital stock of a captive insurance company incorporated as astock insurer may be authorized with no par value.
6. In the case of a captive insurance company:
(1) Formed as a corporation, at least one of the members of the boardof directors shall be a resident of this state;
(2) Formed as a limited liability company, at least one of themanagers shall be a resident of this state;
(3) Formed as a reciprocal insurer, at least one of the members ofthe subscribers' advisory committee shall be a resident of this state.
7. Other than captive insurance companies formed as limited liabilitycompanies under chapter 347, RSMo, or as nonprofit corporations underchapter 355, RSMo, captive insurance companies formed as corporations undersections 379.1300 to 379.1350 shall have the privileges and be subject tochapter 351, RSMo, as well as the applicable provisions contained insections 379.1300 to 379.1308. In the event of conflict between theprovisions of such general corporation law and sections 379.1300 to379.1350, sections 379.1300 to 379.1350 shall control.
8. Captive insurance companies formed under sections 379.1300 to379.1350:
(1) As limited liability companies shall have the privileges and besubject to the provisions of chapter 347, RSMo, as well as the applicableprovisions contained in sections 379.1300 to 379.1350. In the event of aconflict between chapter 347, RSMo, and sections 379.1300 to 379.1350,sections 379.1300 to 379.1350 shall control; or
(2) As nonprofit corporations shall have the privileges and besubject to the provisions of chapter 355, RSMo, as well as the applicableprovisions contained in sections 379.1300 to 379.1350. In the event ofconflict between chapter 355, RSMo, and sections 379.1300 to 379.1350,sections 379.1300 to 379.1350 shall control.
9. The provisions of section 375.355, RSMo, section 375.908, RSMo,sections 379.980 to 379.988, and chapter 382, RSMo, pertaining to mergers,consolidations, conversions, mutualizations, redomestications, and mutualholding companies shall apply in determining the procedures to be followedby captive insurance companies in carrying out any of the transactionsdescribed therein; except that:
(1) The director may waive or modify the requirements for publicnotice and hearing in accordance with rules which the director may adoptaddressing categories of transactions. If a notice of public hearing isrequired, but no one requests a hearing, then the director may cancel thehearing;
(2) An alien insurer may be a party to a merger or a redomesticationauthorized under this subsection, if approved by the director.
10. The articles of incorporation or bylaws of a captive insurancecompany formed as a corporation may authorize a quorum of its board ofdirectors to consist of no fewer than one-third of the full board ofdirectors determined, provided that a quorum shall not consist of fewerthan two directors.
11. Captive insurance companies formed as reciprocal insurers underthe provisions of sections 379.1300 to 379.1350 shall have the privilegesand be subject to the provisions of sections 379.650 to 379.790 in additionto the applicable provisions of sections 379.1300 to 379.1350. In theevent of a conflict between the provisions of sections 379.650 to 379.790and the provisions of sections 379.1300 to 379.1350, the latter shallcontrol, to the extent a reciprocal insurer is made subject to otherprovisions of chapters 374, 375, and 379 under sections 379.650 to 379.790,such provisions shall not be applicable to a reciprocal insurer formedunder sections 379.1300 to 379.1350 unless such provisions are expresslymade applicable to captive insurance companies under sections 379.1300 to379.1350.
12. The subscribers' agreement or other organizing document of acaptive insurance company formed as a reciprocal insurer may authorize aquorum of its subscribers' advisory committee to consist of no fewer thanone-third of the number of its members.
