Chapter 732 — Chapter 732

ORS 732.553 Certain information not required to be disclosed. (1) Except as provided in subsection (2) of this section, information that is not material for the purposes of registration under ORS 732.517 to 732.596 need not be disclosed on the registration statement filed pursuant to ORS 732.552. Unless the Director of the Department of Consumer and Business Services by rule or order provides otherwise, sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of one percent or less of an insurer’s admitted assets as of the December 31 next preceding the date of the registration statement or amendment are not material for purposes of registration under ORS 732.517 to 732.596

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ORS 732.554 Changes in registration information; reports of distributions to shareholders. Each registered insurer shall keep current the information required to be disclosed on its registration statement by reporting all material changes or additions on amendment forms prescribed by the Director of the Department of Consumer and Business Services within 15 days after the end of the month in which the insurer learns of each such change or addition. However, except as provided in ORS 732.576, each registered insurer shall so report all dividends and other distributions to shareholders within five business days following the declaration thereof and not less than 10 business days prior to payment of the dividends and distributions, commencing from the date of receipt of the report by the director. [Formerly 732.645]

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ORS 732.555 [1967 c.359 §204; repealed by 1993 c.447 §122]

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ORS 732.556 Requirement that certain persons provide information to insurers. Any person within an insurance holding company system subject to registration shall provide complete and accurate information to an insurer when such information is necessary to enable the insurer to comply with the registration requirements of ORS 732.517 to 732.596. [1993 c.447 §41]

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ORS 732.558 Termination of registration by director. The Director of the Department of Consumer and Business Services shall terminate the registration of any insurer which demonstrates that it no longer is a member of an insurance holding company system. [Formerly 732.655]

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ORS 732.560 [1967 c.359 §205; 1983 c.498 §13; 1993 c.447 §34; renumbered 732.536 in 1993]

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ORS 732.562 Consolidated registration. The Director of the Department of Consumer and Business Services may require or allow two or more affiliated insurers subject to registration to file a consolidated registration statement. [Formerly 732.665]

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ORS 732.564 Registration for affiliated insurers. The Director of the Department of Consumer and Business Services may allow an authorized insurer that is part of an insurance holding company system to register on behalf of an affiliated insurer that is required to register under ORS 732.551 and to file all information and material required to be filed under the registration requirements of ORS 732.517 to 732.596. [Formerly 732.675]

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ORS 732.565 [1967 c.359 §206; repealed by 1993 c.447 §122]

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ORS 732.566 Exemption from ORS 732.517 to 732.596 by director. (1) The registration requirements of ORS 732.517 to 732.596 do not apply to any insurer, information or transaction the Director of the Department of Consumer and Business Services exempts by rule or order

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ORS 732.567 Presumption of control; rebuttal; hearing. The Director of the Department of Consumer and Business Services shall presume that a person controls another person if the person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the voting securities of the other person. A person may rebut this presumption with a showing in the manner provided under ORS 732.568 that control does not exist in fact. The director may determine, after giving persons that have an interest in the director’s determination notice and opportunity to be heard and after making specific findings of fact to support the determination, that control exists in fact, notwithstanding the absence of a presumption that control exists in fact. [2013 c.370 §12]

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ORS 732.568 Disclaimer of affiliation; contents; subsequent duty to register; disallowance of disclaimers by director. (1) Any person, insurer or member of an insurance holding company system may file with the Director of the Department of Consumer and Business Services a disclaimer of affiliation with any authorized insurer. The disclaimer must fully disclose all material relationships and bases for affiliation between the person, insurer or member and the insurer to which the disclaimer of affiliation applies, as well as the basis for disclaiming the affiliation

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ORS 732.569 Annual enterprise risk report; contents; group capital calculation; filing deadlines and responsibility; exemptions; NAIC liquidity stress framework; requirements; rules. (1) Every insurer that must register with the Director of the Department of Consumer and Business Services under ORS 732.551 shall file an enterprise risk report each year. The enterprise risk report must identify, to the best of the insurer’s knowledge and belief, the material risks within the insurance holding company system of which the insurer is a part that could pose enterprise risk to the insurer. The insurer shall file the enterprise risk report with the chief insurance regulatory official in the state that the director determines is the lead state for the insurance holding company system of which the insurer is a part. The director shall make the determination in accordance with procedures the director adopts by rule after considering procedures set forth in a Financial Analysis Handbook that the National Association of Insurance Commissioners has adopted

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ORS 732.570 [1967 c.359 §207; 1987 c.846 §11; renumbered 732.538 in 1993]

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ORS 732.571 Supervisory college for domestic insurer; purpose; director’s powers; payment of expenses. (1)(a) The Director of the Department of Consumer and Business Services may establish or participate in a temporary or a permanent supervisory college for any domestic insurer that is

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ORS 732.572 Rulemaking authority for ORS 732.517 to 732.596. The Director of the Department of Consumer and Business Services may adopt rules to carry out ORS 732.517 to 732.596. [Formerly 732.705]

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ORS 732.574 Standards for transactions within holding company; notice; deposit or bond for protection of insurer; records and data of affiliate. (1) A transaction within an insurance holding company system to which an insurer subject to registration is a party is subject to the following standards

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ORS 732.575 [1983 c.498 §15; repealed by 1993 c.447 §122]

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ORS 732.576 Dividends and distributions. (1) This section applies to dividends and other distributions within an insurance holding company system

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ORS 732.578 Liability of officers and directors of insurer that is subject to registration; allowance for common management; qualifications of directors; exemptions; waiver. (1) A person’s control of a domestic insurer that is subject to registration does not relieve the officers and directors of the insurer of any obligation or liability to which the officers and directors would otherwise be subject by law. The domestic insurer must be managed so as to assure the insurer’s separate operating identity in accordance with the Insurance Code

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ORS 732.580 [1983 c.498 §16; 1993 c.447 §35; renumbered 732.541 in 1993]

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ORS 732.582 Determination of reasonableness and adequacy of capital and surplus. For purposes of ORS 732.517 to 732.596, in order to determine whether the combined capital and surplus is reasonable in relation to the outstanding liabilities of the insurer and adequate to its financial needs, the Director of the Department of Consumer and Business Services must consider at least the applicable factors stated in ORS 731.554 for determining the reasonableness and adequacy of the insurer’s capital and surplus. [1993 c.447 §50]

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ORS 732.584 Examinations; penalty; costs. (1)(a) In addition to other powers that the Director of the Department of Consumer and Business Services has under the Insurance Code to examine and investigate insurers, the director may also order any insurer registered under ORS 732.517 to 732.596 to produce books, records, accounts, papers, documents and computer and other recordings the insurer or the insurer’s affiliates have that are necessary for the director to ascertain the insurer’s financial condition or to determine the insurer’s compliance with the Insurance Code. If the insurer fails to comply with the director’s order, the director may examine the affiliates to obtain the information the director requires

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ORS 732.585 [1983 c.498 §17; repealed by 1993 c.447 §122]

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ORS 732.586 Confidentiality of information; permitted disclosures; prohibition on publication. (1) All information, documents and copies of information or documents obtained by or disclosed to the Director of the Department of Consumer and Business Services or any other person in the course of an examination or investigation under ORS 732.584 are subject to the provisions of ORS 731.312

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ORS 732.588 Supervision, rehabilitation or liquidation. (1) If the Director of the Department of Consumer and Business Services determines that a person’s violation of any provision of ORS 732.517 to 732.596 so impairs the financial condition of a domestic insurer as to threaten insolvency or makes the insurer’s further transaction of business hazardous to the insurer’s policyholders, creditors, shareholders or the public, the director may place the insurer under supervision or in rehabilitation or liquidation as provided in ORS chapter 734

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ORS 732.590 [1983 c.498 §18; 1993 c.447 §36; renumbered 732.543 in 1993]

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ORS 732.592 Recovery from parent corporation or holding company if domestic insurer ordered into liquidation or rehabilitation. (1) If an order for liquidation or rehabilitation of a domestic insurer has been entered, the receiver appointed under the order may recover, on behalf of the insurer, from any parent corporation or holding company or person or affiliate who otherwise controlled the insurer, the amount of distributions, other than distributions of shares of the same class of stock, paid by the insurer on the insurer’s capital stock, or any payment in the form of a bonus, termination settlement or extraordinary lump sum salary adjustment made by the insurer or the insurer’s subsidiary to a director, officer or employee, when such a distribution or payment is made at any time during the 12 calendar months preceding the petition for liquidation, conservation or rehabilitation, as the case may be, subject to the limitations of subsections (2), (3) and (4) of this section

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ORS 732.594 Director’s determination or acknowledgment of appropriate group-wide supervisor for internationally active insurance group; requirement for insurer to produce needed information; director’s powers; cooperation with other regulatory officials. (1) The Director of the Department of Consumer and Business Services shall

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ORS 732.595 [1983 c.498 §19; renumbered 732.546 in 1993]

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ORS 732.596 Request by insurance holding company system for determination or acknowledgement of group-wide supervisor. An insurance holding company system that is not an internationally active insurance group may request that the Director of the Department of Consumer and Business Services determine or acknowledge a group-wide supervisor for the insurance holding company system in accordance with ORS 732.594. [2017 c.479 §3]

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ORS 732.597 [1985 c.327 §2; 1993 c.447 §110; repealed by 1997 c.771 §28]

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ORS 732.598 [1985 c.327 §3; repealed by 1997 c.771 §28]

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ORS 732.599 [1985 c.327 §4; 1993 c.447 §111; repealed by 1997 c.771 §28]

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ORS 732.600 Definitions for ORS 732.600 to 732.630. As used in ORS 732.600 to 732.630

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ORS 732.602 Intent of ORS 732.600 to 732.630. ORS 732.600 to 732.630 are intended to enable a domestic mutual insurer, to the extent consistent with the interests of its members and the insurance buying public, to

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ORS 732.604 Permissible actions of domestic mutual insurer; rules. (1) A domestic mutual insurer may engage in either of the following actions

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ORS 732.605 [1971 c.373 §2; 1993 c.447 §23; renumbered 732.548 in 1993]

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ORS 732.606 Plan for conversion or reorganization; documents filed; approval by director and members. (1) In order for a domestic mutual insurer to engage in a conversion or reorganization as provided in ORS 732.604, the board of directors of the mutual insurer must adopt a plan that meets the requirements of ORS 732.610

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ORS 732.608 Waiver of requirements of ORS 732.606. The Director of the Department of Consumer and Business Services may waive the requirements of ORS 732.606 if

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ORS 732.610 Contents of plan. A plan of conversion or reorganization of a domestic mutual insurer must include the following

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ORS 732.611 Eligible member of domestic mutual insurer or mutual holding company; record date. (1)(a) A member is an eligible member of a domestic mutual insurer for purposes of ORS 732.600 to 732.630 if the member’s policy is in force as of the record date for a plan of conversion or reorganization

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ORS 732.612 Consideration for membership interest in converting or reorganizing mutual insurer; kinds of consideration; allocation of consideration. (1) In the case of a conversion or in the case of a reorganization that involves the organization of a stock holding company, consideration for the membership interests of the eligible members of a converting mutual insurer consists of one or any combination of the following

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ORS 732.614 Effect of conversion. (1) Upon the effective date of a conversion, the membership interests of all members of the converting mutual insurer, whether or not eligible members, shall be extinguished, and the eligible members of the converting mutual insurer shall be entitled to receive the consideration described in ORS 732.612 in accordance with the plan

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ORS 732.615 [1971 c.373 §3; 1981 c.247 §8; 1993 c.447 §37; renumbered 732.551 in 1993]

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ORS 732.616 Reorganization involving organization of stock holding company; subsidiaries. (1) Upon the effective date of a reorganization involving the organization of a stock holding company, the membership interests of all members of the converting mutual insurer, whether or not eligible members, shall be extinguished, and the eligible members of the converting mutual insurer shall be entitled to receive the consideration described in ORS 732.612 in accordance with the plan

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ORS 732.618 Reorganization involving organization of mutual holding company; subsidiaries. (1) Upon the effective date of a reorganization involving the organization of a mutual holding company, the membership interests of all members of the converting mutual insurer, whether or not such members are eligible members, shall be merged into the mutual holding company. Consequently, the members of the converting mutual insurer shall become members of the mutual holding company, and the membership interests of the members of the converting mutual insurer shall become membership interests in the mutual holding company. Upon the effective date of the reorganization, the membership interests of all members of the converting mutual insurer shall be extinguished. Any owner of one or more policies of insurance, other than a policy of reinsurance, issued by the converted stock insurer after the effective date of the conversion and, if set forth in an order of the Director of the Department of Consumer and Business Services, any owner of one or more policies of insurance, other than a policy of reinsurance, issued by any other insurer that is a direct or indirect subsidiary of the mutual holding company after the effective date of the reorganization becomes a member of the mutual holding company

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ORS 732.620 Status of mutual holding company as corporation; status as insurer; rights and obligations of members; voting; articles of incorporation. (1) A mutual holding company is a corporation. To the extent not inconsistent with the provisions of the Insurance Code or ORS 732.600 to 732.630, ORS chapter 60 governs the powers, duties and relationships of a mutual holding company. The following sections in ORS chapter 60 do not apply to a mutual holding company: ORS 60.004, 60.007 to 60.014, 60.016, 60.017 to 60.024, 60.027, 60.031, 60.051 to 60.057, 60.131 to 60.147, 60.154 to 60.177, 60.224, 60.227, 60.234, 60.241 to 60.265, 60.470 to 60.534, 60.551 to 60.594, 60.701 to 60.747, 60.787, 60.801 to 60.816 and 60.825 to 60.845. The enumeration in this subsection of inapplicable sections in ORS chapter 60 is not exclusive

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ORS 732.622 Restructuring of mutual holding company. (1) A mutual holding company may restructure to a stock holding company in accordance with a plan of restructuring. The restructuring may include the continuation or organization of one or more corporations that become direct or indirect subsidiaries of the restructured stock holding company in accordance with the plan of restructuring

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ORS 732.624 Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan; approval by members; effect of restructuring. (1) The Director of the Department of Consumer and Business Services shall approve, conditionally approve or disapprove a plan of restructuring and other documents submitted under ORS 732.622 according to the standards established in ORS 732.626. The director must take such action not later than the 60th day after the director has received a completed filing of the plan and all information requested by the director or not later than the 30th day after the completion of a hearing on the plan, whichever date is later

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