State Codes and Statutes
Statutes > Utah > Title-31a > Chapter-05 > 31a-5-50431A-5-504. Voluntary dissolution of domestic insurance corporations.
(1) (a) Except as otherwise modified by this section, a domestic stock insurancecorporation may dissolve under Sections 16-10a-1401 through 16-10a-1409 and Section16-10a-1440.
(b) Except as otherwise modified by this section, a domestic mutual insurancecorporation may dissolve under Sections 16-6a-1401 through 16-6a-1409 and Section16-6a-1419.
(2) (a) At least 60 days prior to the submission to shareholders or policyholders of anyproposed voluntary dissolution of an insurance corporation, the plan of dissolution shall be filedwith the commissioner.
(b) The commissioner may require the submission of any information in addition to theplan of dissolution that will establish:
(i) the financial condition of the corporation; or
(ii) other facts relevant to the proposed dissolution.
(c) If the shareholders or policyholders adopt the resolution to dissolve, thecommissioner shall, within 30 days after the adoption of the resolution, begin an examination ofthe corporation.
(d) The commissioner shall approve the dissolution unless the commissioner finds, aftera hearing, that the corporation:
(i) is insolvent; or
(ii) may become insolvent in the process of dissolution.
(e) Upon approval, the corporation may:
(i) transfer all of its obligations under insurance policies to other insurers approved bythe commissioner; and
(ii) after the transfers described in Subsection (2)(e)(i), dissolve under Subsection (1).
(f) If the commissioner disapproves the dissolution, the commissioner shall petition thecourt for a liquidation under Section 31A-27a-207.
(3) During the dissolution under Subsection (1), the corporation may apply to thecommissioner to have the dissolution continued under the commissioner's supervision. Afterreceiving this application, the commissioner shall apply to the court for a liquidation underSection 31A-27a-207.
(4) If the corporation revokes the voluntary dissolution proceedings under Section16-6a-1404 or 16-10a-1404, the corporation shall file a copy of the revocation of voluntarydissolution proceedings with the commissioner.
(5) In distributing the assets in the dissolution of a nonlife mutual, Section 31A-27a-705applies.
(6) (a) No remedy available to or against the corporation, its directors, officers, orshareholders is taken away or impaired if an action or other proceeding is brought within twoyears after dissolution for any right or claim existing, or any liability incurred, prior to thevoluntary dissolution under this section.
(b) The action or proceeding described in Subsection (6)(a) may be prosecuted ordefended by the corporation in its corporate name. The shareholders, directors, and officers maytake appropriate corporate or other action to protect the remedy, right, or claim.
(c) A corporation which is dissolved by the expiration of its period of duration mayamend its articles of incorporation during the two years to provide for perpetual existence.
(7) During the voluntary dissolution of a domestic insurance corporation under thissection, its corporate existence continues to allow the winding up of the corporation's affairsregarding any property and assets not distributed or otherwise disposed of prior to dissolution. Toeffect that purpose, the corporation may:
(a) sell or otherwise dispose of the property and assets;
(b) sue and be sued;
(c) contract; and
(d) exercise all other necessary powers.
Amended by Chapter 309, 2007 General Session
