Title 24, Insurance

§431:4-115 Escrow of funds. (a) All funds received pursuant to a solicitation permit shall be deposited and held in escrow in a bank or trust company under an agreement approved by the commissioner. No part of any such deposit shall be withdrawn except: (1) For the payment of pro…

§431:4-116 Expense pending completion. (a)(1) The incorporators of any insurer shall be jointly and severally liable for its debts or liabilities until it has secured a certificate of authority. (2) The incorporators of a corporation other than an insurer or the persons proposing…

§431:4-117 Issuance and forfeiture of securities. (a) No proposed stock insurer or corporation shall issue any share of stock or participation agreement until: (1) All subscriptions received under the solicitation permit have been fully paid in: (A) Cash or securities eligible fo…

§431:4-118 Insurance application. All applications for insurance obtained in forming a mutual or reciprocal insurer shall provide that: (1) Issuance of the policy is contingent upon completion of organization of the insurer and issuance of a certificate of authority to it; (2) Th…

§431:4-119 Refund upon failure to complete or qualify or upon revocation of solicitation permit. The commissioner shall withdraw all funds held in escrow and refund to subscribers or applicants all sums paid in on stock subscriptions, less that part of the sums paid in on subscri…

§431:4-120 Subsequent financing. (a) No domestic insurer, insurance holding corporation, stock corporation for financing operations of a mutual insurer, or attorney-in-fact corporation of a reciprocal insurer shall solicit or receive funds in exchange for any new issue of its cor…

§431:4-121 False exhibits. Every person who, with intent to deceive knowingly exhibits any false account, document or advertisement, relative to the affairs of any insurer, or of any corporation of the kind enumerated in section 431:4-107, formed or proposed to be formed, is puni…

§431:4-122 Depositaries. The funds of a domestic insurer shall not be deposited in any bank or banking institution which has not first been approved as a depositary by the insurer's board of directors or by a committee designated for the purpose. [L 1987, c 347, pt of §2]

§431:4-123 Corrupt practices. No person shall buy, sell or barter a vote or proxy, relative to any meeting of shareholders or members of an incorporated domestic insurer, or engage in any corrupt or dishonest practice in or relative to the conduct of any such meeting. [L 1987, c …

§431:4-124 Prohibited guaranty. No domestic insurer or its affiliates or subsidiaries shall guarantee the financial obligation of any director or officer of such insurer or affiliate or subsidiary in the director's or officer's personal capacity, and any such guaranty attempted s…

§431:4-125 Fees on use of funds. (a) No director, officer or employee having any authority in the investment or disposition of the funds of a domestic insurer shall accept, except on behalf of the insurer, or be the beneficiary of any fee, brokerage, gift, or other emolument beca…

§431:4-126 Comply with foreign laws. Any domestic insurer doing business in a state, territory or sovereignty may design and issue insurance contracts and transact insurance in such state, territory or sovereignty as required or permitted by the laws thereof. [L 1987, c 347, pt o…

§431:4-127 Solicitation in other states. (a) No domestic insurer shall knowingly solicit insurance business in any reciprocating state in which it is not then licensed as an authorized insurer. (b) A reciprocating state, as used herein, is one under the laws of which a similar pr…

PART II. DOMESTIC STOCK INSURERS §431:4-201 Other laws applicable. Domestic stock insurers shall be subject to title 23 and any applicable general laws enacted pertaining to stock corporations except where inconsistent with the express provisions of this article. [L 1987, c 347, …

§431:4-202 Increase of capital. (a) A domestic stock insurer may increase its capital stock by complying with section 414-281 and section 431:4-120. The increase in capital shall be effective upon the payment of the increased capital in full in cash. (b) If the increased capital …

§431:4-203 Decrease of capital. (a) A domestic stock insurer may decrease its capital stock by: (1) Vote of not less than seventy-five per cent of the holders of the shares of stock outstanding and entitled to vote; and (2) Filing a certificate executed in the same manner as prov…

§431:4-204 Dividends to stockholders. (a) No domestic stock insurer shall pay any cash dividend to stockholders except out of that part of its available surplus funds which is derived from any realized net profits. (b) Such an insurer may pay a stock dividend out of any available…

§431:4-205 Illegal dividends; reductions. Any director of a domestic stock insurer who votes for or concurs in the declaration or payment of any dividend to stockholders or a reduction of capital stock not authorized by law shall, in addition to any other liability imposed by law…

§431:4-206 Repayment of contributed surplus. Contributions to the surplus of a domestic stock insurer, other than resulting from sale of its capital stock, shall not be subject to repayment except out of surplus in excess of the minimum surplus initially required of such an insur…

§431:4-207 Participating policies. (a) Any domestic stock insurer may, if its charter so provides, issue policies entitled to participate from time to time in the earnings of the insurer through dividends. (b) The directors of a stock insurer may from time to time apportion and p…

§431:4-208 Statement by beneficial owner, director, officer. Every person who is directly or indirectly the beneficial owner of more than ten per cent of any class of any equity security of a domestic stock insurance company, or who is a director or an officer of such company, sh…

§431:4-209 Recovery of profits realized. For the purpose of preventing the unfair use of information which may have been obtained by the beneficial owner, director, or officer by reason of the owner's, director's, or officer's relationship to the company, any profit realized by t…

§431:4-210 Unlawful sales of equity security. It shall be unlawful for any beneficial owner, director, or officer, directly or indirectly, to sell any equity security of the company if the person selling the security or the person's principal: (1) Does not own the security sold; …

§431:4-211 Exempt transactions. Section 431:4-209 shall not apply to any purchase and sale, or sale and purchase, and section 431:4-210 shall not apply to any sale, of an equity security of a domestic stock insurance company not then or theretofore held by the person in an invest…

§431:4-212 Arbitrage transactions not affected. Section 431:4-208 to section 431:4-210 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 the purposes of sect…

§431:4-213 Exempt equity securities. Section 431:4-208 to section 431:4-210 shall not apply to equity securities of a domestic stock insurance company if: (1) The equity securities of the company have been registered with the United States Securities and Exchange Commission under…

§431:4-214 Rules and regulations. The commissioner may make such rules and regulations as may be necessary for the execution of the functions vested in the commissioner by section 431:4-208 to section 431:4-214, and may for such purpose classify domestic stock insurance companies…

[PART IIA.] PROXIES, CONSENTS, AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS [§431:4-231] Applicability. This part is applicable to all domestic stock insurers having one hundred or more stockholders; provided that this part shall not apply to any insurer if ninety-five per cent …

§431:4-232 Schedule A: information required in a proxy statement. (a) When applicable, information in schedule A shall include, among other things: (1) Whether or not the person giving the proxy has the power to revoke it; (2) A brief outline of the rights of appraisal of dissent…

[§431:4-233] Schedule B: information to be included in statements filed by or on behalf of a participant other than an insurer in a proxy solicitation in an election contest. Information in schedule B shall include, among other things: (1) The name and address of the insurer; (2)…

[§431:4-234] Proxies, consents, and authorizations. No domestic stock insurer, or any director, officer, or employee of the insurer, or any other person, shall solicit, or permit the use of the person's name to solicit, by mail or otherwise, any proxy, consent, or authorization w…

[§431:4-235] Schedules and exhibits. Reporting of the information required in schedule A under section 431:4-232 and in schedule B under section 431:4-233, and the exhibit entitled "stockholders information supplement-financial reporting to stockholder" shall be made on forms or …

[§431:4-236] Disclosure of equivalent information. Unless proxies, consents, or authorizations with respect to a stock of a domestic insurer, subject to section 431:4-231, are solicited by or on behalf of the management of the insurer from the holders of record of stock of the in…

[§431:4-237] Definitions. As used in this part: "Participant" or "participant in a solicitation" includes: (1) The insurer; (2) Any director of the insurer and any proxy for a nominee for whom an election as a director is solicited; or (3) Any other person acting alone or with on…

[§431:4-238] Information to be furnished to stockholders. (a) No solicitation shall be made unless the person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information required under schedule A pursuant to secti…

[§431:4-239] Requirements as to proxy. (a) The form of proxy shall: (1) Indicate in boldface type whether or not the proxy is solicited on behalf of the management; (2) Provide a specifically designated blank space for dating the proxy; and (3) Identify clearly and impartially ea…

[§431:4-240] Material required to be filed. (a) Two preliminary copies of the proxy statement and form of proxy and any other soliciting material to be furnished to stockholders concurrently therewith shall be filed with the commissioner at least ten days prior to the date final …

[§431:4-241] False or misleading statements. No solicitation subject to this part shall be made by means of any proxy statement, form of proxy, notice of meeting, or other communication, written or oral, containing any statement which at the time and in the light of the circumsta…

[§431:4-242] Prohibition of certain solicitations. No person making a solicitation shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the stockholder. [L 2000,…

[§431:4-243] Election contests; applicability. This part shall apply to any solicitation by any person or group for the purpose of opposing a solicitation by any person or group with respect to the election or removal of directors at any annual or special meeting of stockholders.…

[§431:4-244] Filing of information required by schedule B. (a) No solicitation shall be made by any person, other than the management of an insurer unless at least five business days prior thereto or a shorter period as the commissioner may authorize upon a showing of good cause,…

[§431:4-245] Solicitations prior to furnishing required written proxy statement. Notwithstanding section 431:4-238(a), a solicitation subject to this part may be made prior to furnishing stockholders a written proxy statement containing the information specified in schedule A und…

[§431:4-246] Solicitation prior to furnishing required written proxy statement; filing requirements. Two copies of any soliciting material proposed to be sent or given to stockholders prior to the furnishing of the written proxy statement required by section 431:4-238(a) shall be…

§431:4-247 Application of this part to annual report. Notwithstanding section 431:4-238(b) and (c), two copies of any portion of the annual report referred to in section 431:4-238(b), which comments upon or refers to any solicitation subject to this part or to any participant in …

PART III. DOMESTIC MUTUAL INSURERS §431:4-301 Other articles applicable. The provisions applicable to domestic stock insurers shall apply except where inconsistent with the express provisions of this part. [L 1987, c 347, pt of §2]

§431:4-302 Initial qualifications for mutual insurers. (a) The commissioner shall not issue a certificate of authority to a domestic mutual insurer unless: (1) It has fully qualified under this code; and (2) It has met the minimum requirements for the classes of insurance it prop…