Title 27 — Title 27

(a) Any director of a domestic stock or mutual insurer who knowingly votes for, or concurs in, declaration or payment of a dividend to stockholders or members except as authorized in Sections 27-27-37 or 27-27-38 shall, upon conviction thereof, be guilty of a misdemeanor and shal…

(a) No person forming, or proposing to form, in this state or secure funds in this state for the financing of an insurer, or insurance holding corporation or stock corporation to finance an insurer or corporation to be attorney-in-fact for a reciprocal insurer or a syndicate, ass…

(a) A domestic stock or mutual insurer may borrow money to defray the expenses of its organization, provide it with surplus funds or for any purpose of its business, upon a written agreement that such money is required to be repaid only out of the insurer’s surplus in excess of t…

Generally. (a) If a stock insurer’s capital, as represented by the aggregated par value of its outstanding capital stock, becomes impaired or the assets of a mutual insurer are less than its liabilities and the minimum amount of surplus required to be maintained by it under Secti…

Curing of Deficiency. Any insurer receiving the commissioner’s notice mentioned in Section 27-27-41: (1) If a stock insurer and if its articles of incorporation and laws of this state so permit, by resolution of its board of directors and subject to any limitations upon assessmen…

(a) A stock insurer other than a title insurer may become a mutual insurer under such plan and procedure as may be approved by the commissioner after a hearing thereon. (b) The commissioner shall not approve any such plan, procedure, or mutualization unless: (1) It is equitable t…

(a) A mutual insurer may become a stock insurer under such plan and procedure as may be approved by the commissioner after a hearing thereon. (b) The commissioner shall not approve any such plan or procedure unless: (1) It is equitable to the insurer’s members; (2) It is subject …

(a) A domestic stock insurer may merge or consolidate with one or more domestic or foreign stock insurers by complying with the applicable provisions of the statutes of this state governing the merger or consolidation of stock corporations formed for profit, but subject to subsec…

(a) A domestic mutual insurer may merge or consolidate with another insurer under the applicable procedures prescribed by the statutes of this state applying to corporations formed for profit, except as provided in this section. (b) The plan and agreement for merger or consolidat…

(a) A domestic stock insurer may reinsure all, or substantially all, of its insurance in force or a major class thereof with another insurer by an agreement of bulk reinsurance, but no such agreement shall become effective unless filed with the commissioner and approved by him in…

(a) A domestic mutual insurer may reinsure all, or substantially all, its business in force or all, or substantially all, of a major class thereof with another insurer, stock or mutual, by an agreement of bulk reinsurance after compliance with this section. No such agreement shal…

(a) Upon any liquidation of a domestic mutual insurer, its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expenses of administration shall be distributed to existing persons who were its members …

(a) If an order for liquidation or rehabilitation of a domestic insurer has been entered, the receiver appointed under such order shall have a right to recover on behalf of the insurer, (i) from any parent corporation or holding company or person or affiliate who otherwise contro…

To apply for a solicitation permit, the person shall: (1) File with the commissioner a request therefor showing: a. Name, type and purpose of insurer, corporation, syndicate, association, firm, partnership, or organization formed or proposed to be formed; b. Names, addresses, bus…

Charter. (a) The corporate charter of any corporation formed under the laws of this state more than three years prior to January 1, 1972, for the purpose of becoming an insurer and which corporation within such three-year period has not actively engaged in business as a domestic …

The commissioner shall have the power, and it shall be his duty, to prescribe, publish, and disseminate to all domestic stock insurance companies uniform written rules and regulations of proxies, consents, and authorizations, including the solicitation thereof, and information ne…

Sections 27-27-52 through 27-27-60 shall be known as the “Insider Trading of Domestic Stock Insurer Equity Securities Law.” History: (Acts 1971, No. 407, p. 707, §548.)

Statements. Every person who is, directly or indirectly, the beneficial owner of more than 10 percent of any class of any equity security of a domestic stock insurance company or who is a director or an officer of such company shall file in the Office of the Commissioner of Insur…

of Certain Profits by Company. For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to such company, any profit realized by him from any purchase and sale or any sale …

Sales. It shall be unlawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such company if the person selling the security or his principal: (1) Does not own the security sold; or (2) If owning the security, does not de…

Exemptions from Sections 27-27-54 and 27-27-55; Prescription of Terms and Conditions Thereon. The provisions of Section 27-27-54 shall not apply to any purchase and sale or sale and purchase and the provisions of Section 27-27-55 shall not apply to any sale of an equity security …

Applicability of Sections 27-27-53 through 27-27-55. The provisions of Sections 27-27-53 through 27-27-55 shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the commissioner may adopt in order to carry out t…

Securities - Defined. The term “equity security,” when used in this chapter, means any stock or similar security or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security, or any …

Securities - Applicability of Sections 27-27-53 through 27-27-55. The provisions of Sections 27-27-53 through 27-27-55 shall not apply to equity securities of a domestic stock insurance company if: (1) Such securities shall be registered, or shall be required to be registered, pu…

(a) The commissioner shall expeditiously examine the application for a solicitation permit and make such investigation relative thereto as he deems necessary, subject to subsection (b) of this section, if he finds that: (1) The application is complete; (2) The documents therewith…

Regulations. The commissioner shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in him by Sections 27-27-53 through 27-27-59 and may for such purpose classify domestic stock insurance companies, securities, and o…

The applicable statutes of this state relating to the powers and procedures of domestic private corporations formed for profit shall apply to domestic stock insurers and to domestic mutual insurers, except where in conflict with the express provisions of this title and the reason…

(a) Upon the filing of any bond required by Sections 27-27-10 or 27-27-16, after notice by the commissioner provided for in subsection (a) of Section 27-27-6, or upon his decision to grant a solicitation permit if such a bond is not so required, the commissioner shall issue to th…

The granting of a solicitation permit is permissive only and shall not constitute an endorsement by the commissioner of any person or thing related to any such insurer, corporation, syndicate, association, partnership, firm, organization, or financing, and the existence of the pe…

(a) The commissioner may, for cause, modify a solicitation permit theretofore issued or may, after a hearing, revoke any solicitation permit for violation of any provision of this title, or of the terms of the permit, or of any proper order of the commissioner or for misrepresent…

Holding Company - Authority. A domestic stock insurance company, hereinafter referred to in this chapter as “domestic company,” may cause a corporation to be organized under the laws of this state or any other state of the United States of America to act as a holding company, her…

Holding Company - Procedure for Exchange. A plan of exchange shall be adopted and become effective in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors of each corporate party to the plan of exchange by resolution shall adopt the plan of exc…

Holding Company - Fees, Etc., for Promotion of Plan. No director, officer, agent, or employee of any corporation which is a party to the plan of exchange, except as is expressly provided by the plan filed with the commissioner, shall receive any fee, commission, other compensatio…

in Insurance Business. Nothing contained in this chapter shall affect the power of the commissioner to regulate, supervise, and control insurance companies pursuant to the laws of the State of Alabama governing such companies, nor shall anything in this chapter be construed to au…

This chapter shall be supplemental to, and construed with, the provisions of the Alabama Business Corporation Act, as amended, but in the event there exists any conflict between the provisions of this chapter and the provisions of that act, the provisions of this chapter shall co…

For purposes of this chapter, unless otherwise stated, the following terms have the meanings respectively ascribed to them by this section: (1) AFFILIATE. The term shall include an affiliate of, or person affiliated with, a specific person, and shall mean a person that directly, …

(a) Any insurer failing, without just cause, to file any registration statement as required in this chapter shall be required, after notice and hearing, to pay a penalty of up to one thousand dollars ($1,000) for each day’s delay, to be recovered by the commissioner and the penal…

Whenever it appears to the commissioner that any person has committed a violation of this chapter which so impairs the financial condition of a domestic insurer as to threaten imminent insolvency or impairment as defined in subdivision (1) of Section 27-32-1 or make the further t…

(a) If an order for liquidation or rehabilitation of a domestic insurer has been entered, the receiver appointed under the order shall have a right to recover on behalf of the insurer, (1) from any parent corporation, holding company, person, or affiliate who otherwise controlled…

to Do Business. Whenever it appears to the commissioner that any person has committed a violation of this chapter which makes the continued operation of an insurer contrary to the interests of policyholders or the public, the commissioner may, after giving notice and an opportuni…

Against Same. (a) Any person aggrieved by any act, determination, rule, regulation, or order or any other action of the commissioner pursuant to this chapter may appeal therefrom within 30 days after such action, determination, rule, or regulation is taken or issued, in accordanc…

This chapter may be cited as the Alabama Insurance Holding Company System Regulatory Act. History: (Acts 1973, No. 1042, p. 1636, §1.)

(a) Authorization. A domestic insurer, either by itself or in cooperation with one or more persons, may organize or acquire one or more subsidiaries. The subsidiaries may conduct any kind of business or businesses and their authority to do so shall not be limited by reason of the…

(a)(1) No person other than the issuer shall make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in the open market any voting security of a domestic insurer if, after the consummat…

Business in Alabama; Pre-acquisition Notification; Violation of Competitive Standards. (a) The following definitions shall apply for the purposes of this section only: (1) ACQUISITION. Any agreement or arrangement the consummation of which results in a person acquiring directly o…

(a)(1) Every insurer which is authorized to do business in this state and which is a member of an insurance holding company system shall register with the commissioner, except a foreign insurer subject to registration requirements and standards adopted by statute or regulation in…

and Other Distributions. (a) Transactions within an insurance holding company system to which an insurer subject to registration is a party shall be subject to all of the following standards: (1) The terms shall be fair and reasonable. (2) Agreements for cost sharing services and…

Affiliates. (a) Subject to the limitation contained in this section and in addition to the powers which the commissioner has under Sections 27-2-7, 27-2-21, 27-2-23, and 27-2-26, relating to the examination of insurers, the commissioner shall also have the power to examine any in…

(a) With respect to any insurer registered under Section 27-29-4, and in accordance with subsection (c), the commissioner shall also have the power to participate in a supervisory college for any domestic insurer that is part of an insurance holding company system with internatio…

(a)(1) The commissioner may act as the group-wide supervisor for any internationally active insurance group in accordance with this section. The commissioner may otherwise acknowledge another regulatory official as the group- wide supervisor where the internationally active insur…