Applicability and construction of chapter

Except for corporations subject to this chapter which are surviving corporations, this chapter shall not apply to nor govern any corporation which is organized for profit or which contemplates any pecuniary gain to its shareholders or members. A corporation subject to this chapter may organize subsidiary or affiliated corporations to engage in allied business ventures in accordance with Chapters 13 and 14 of this title. History. — Code 1933, § 56-1701a, enacted by Ga. L. 1976, p. 1461, § 1; Ga. L. 1995, p. 745, § 1.10. 33-20-32. Application of other provisions of Code to health care corporations. Except where the context otherwise requires, the applicable provisions of Title 14 shall govern a health care corporation. A health care corporation shall not be considered to be a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302. All of the provisions of this title which are not in conflict with this chapter shall be applicable to any health care corporation subject to such modifications as the Commissioner may prescribe by order, directive, interpretation, guideline, or rule or regulation after any notice and hearing as may be required by this title. History. — Code 1933, § 56-1730a, enacted by Ga. L. 1976, p. 1461, § 1; Ga. L. 1995, p. 745, § 1.11. 33-20-33. Payment of distribution of reserved funds or surplus; requirements for initial public offering; fees, taxes, and assessments; applicability of other provisions of Title 33; regulation. (a) No reserved funds as defined in subsection (b) of this Code section or surplus of such nonprofit health care corporation as increased pursuant to the charge required in subsection (e) of Code Section 33-20-13 shall be distributed or paid to any person as a part of any plan of conversion of a nonprofit health care corporation to a for profit health care corporation. 788 33-20-34 (b) For the purposes of this Code section, ‘‘reserved funds’’ means those funds as described and defined in subsection (c) of Code Section 33-20-13 and any unassigned funds. (c) A health care corporation which issues shares in connection with an initial public offering shall first offer such shares to its subscribers on similar terms as such shares are offered to the public consistent with applicable federal law and regulations. (d) No options, warrants, or fees shall be paid to any officer, director, or trustee of a nonprofit health care corporation in connection with a conversion from a nonprofit to a for profit health care corporation or in regard to the initial public offering of a health care corporation. (e) A health care corporation shall be required to pay any and all fees, taxes, including premium taxes, and assessments, specifically excluding assessments with respect to the Georgia Life and Health Insurance Guaranty Association, as are required of other companies which provide life and accident and sickness insurance under Georgia law. (f ) A health care corporation, including a surviving corporation, subject to this chapter shall be subject to all the provisions of this title not otherwise provided for in this chapter which are applicable to other insurers which provide life or accident and sickness insurance. (g) Any distribution of surplus funds by a surviving corporation shall be subject to regulation by the Commissioner pursuant to the provisions of this title governing distributions by insurers which provide life or accident and sickness insurance and shall in no event cause the surplus funds of the surviving corporation to be less than that of the predecessor corporation as of the date of the conversion, unless the Commissioner finds that such distribution is in the public interest. History. — Code 1981, § 33-20-33, enacted by Ga. L. 1995, p. 745, § 1.12. 33-20-34. Conversion of nonprofit health care corporation; requirements and procedures; rules and regulations. (a)(1) Any health care corporation which is governed generally by Chapter 3 of Title 14, the ‘‘Georgia Nonprofit Corporation Code,’’ and authorized under this chapter may merge with, or amend its articles of incorporation to become, a corporation governed by Chapter 2 of Title 14, the ‘‘Georgia Business Corporation Code,’’ provided a detailed, written plan is submitted to the Commissioner for such conversion, written notice of such submission is given to the Attorney General, and, after a public hearing thereon, such plan is approved by 789 33-20-34 the Commissioner after being found to be in the best interest of the company, its policyholders, and the general public. (2) In any such public hearing, the Attorney General may appear before the Commissioner and make such presentation as he or she shall deem to be in the public’s interest. The Attorney General shall provide representation to the Commissioner in any other legal action relating thereto. Nothing in this Code section shall be construed as a limitation upon the Attorney General in providing legal representation to the Commissioner during the pendency of any decision concerning conversion. (b) The Commissioner may promulgate rules and regulations which are necessary to implement the provisions of this Code section. History. — Code 1981, § 33-20-34, enacted by Ga. L. 1995, p. 745, § 1.12; Ga. L. 2019, p. 337, § 1-87/SB 132. The 2019 amendment, effective July 1, 2019, inserted ‘‘health care’’ and ‘‘generally’’ near the beginning of paragraph (a)(1).