Title 31A, Insurance Code

31A-5-105. Documents as evidence. A certificate issued by the commissioner under a provision of this chapter is prima facie evidence of the facts stated in the certificate.

31A-5-106. Unauthorized assumption of corporate power. All persons who presume to act as a corporation under this chapter without authority to do so are jointly and severally liable for all debts and liabilities incurred or arising as a result.

31A-5-108. Transition provision for former mutual benefit associations, cooperative associations, county mutuals, and reciprocal insurers. (1) Except as otherwise provided in this code, a domestic stock or mutual insurance corporation, including an incorporated mutual benefit ass…

31A-5-109. Compliance extension. If timely adjustment to a particular requirement applicable to a Chapter 5, Domestic Stock and Mutual Insurance Corporations, mutual would cause a former county mutual, reciprocal insurer, cooperative association, or mutual benefit association har…

31A-5-201. Reservation and registration of corporate name. The reservation, registration, and renewal of the corporate name of stock corporations and mutuals is governed by Sections 16-1a-304, 16-10a-403, and 31A-1-109. The reservation and registration fees provided in Section 31…

31A-5-202. Incorporators. (1) One or more adult natural persons may organize and act as incorporators of a corporation under Section 31A-5-204. (2) One to 15 adult natural persons may organize and act as incorporators of a corporation under the accelerated organization procedure …

31A-5-203. Articles and bylaws. (1) The articles of incorporation requirements in Section 16-10a-202 apply to the articles of a stock corporation, except that: (a) the name of the corporation shall comply with Sections 16-1a-302 and 31A-1-109 and the name of any new or renamed co…

31A-5-204. Organization permit -- Certificate of incorporation. (1) Subject to Section 31A-5-213, a person, including a stock insurance corporation, insurance holding company, stock corporation to finance an insurer or insurance production for an insurer, corporation to provide m…

31A-5-205. Bond. (1) No organization permit may be issued until the commissioner receives from the applicants a bond of an authorized corporate surety, or a deposit of cash or approved securities under Section 31A-2-206. This bond or deposit shall be in an amount the commissioner…

31A-5-206. Sale of securities by authorized insurer. A domestic insurer that has already received a certificate of authority may issue additional securities to obtain further financing, after obtaining a solicitation permit from the commissioner. The organizational permit require…

31A-5-207. Powers under organization permit. (1) While its organization permit is in effect a stock corporation may: (a) register stock under Section 31A-5-302, solicit subscriptions subject to Section 16-10a-620, accept payment for the subscriptions in cash or, with the approval…

31A-5-208. Deposit of proceeds of subscriptions. (1) All funds, and the securities and documents representing interests in property, received by a stock corporation for stock subscriptions or by a mutual for applications for insurance policies or for mutual bond or contribution n…

31A-5-209. Termination and revocation of organization permit and payment of organization expenses. (1) The organization permit terminates upon: (a) issuance of a certificate of authority under Section 31A-5-212; (b) revocation of the organization permit under Subsection (2); or (…

31A-5-210. Incorporators' liability and organization expenses. (1) The incorporators are jointly and severally liable for all organizational and promotional expenses and obligations incurred prior to the issuance of the certificate of authority. Upon issuance of the certificate, …

31A-5-211. Minimum capital or permanent surplus requirements. (1)(a) Except as provided in Subsections (4) and (5), insurers being organized or operating under this chapter shall maintain minimum capital or permanent surplus for a mutual, in amounts specified in Subsection (2). (…

31A-5-212. Certificate of authority. (1) The corporation may apply for a certificate of authority at any time prior to the expiration of its organization permit. The application shall include a detailed statement by a principal officer about any material changes that have taken p…

31A-5-213. Accelerated organization procedure. (1) The incorporators may apply for a certificate of authority without first obtaining an organization permit if: (a) their number is not more than 15; (b) no compensation is paid directly or indirectly for soliciting any of them; (c…

31A-5-216. Change of domicile. (1) A foreign insurance corporation may become a Utah insurance corporation if it submits an application which evidences that the corporation complies with all of the requirements imposed on domestic Utah corporations. The commissioner may, by order…

31A-5-217. Separate accounts for variable contracts. (1) Separate accounts under this section may be designated by any appropriate name the corporation wishes to use, except that the commissioner may by rule provide guidelines for the naming of separate accounts. (2) With the app…

31A-5-217.5. Variable contract law. (1) This section applies to a separate account that is used to support one or more of the following: (a) a variable life insurance policy that satisfies the requirements of Section 817, Internal Revenue Code; (b) a variable annuity policy, incl…

31A-5-218. Subsidiaries. (1) Subject to the limitations under Subsection 31A-18-106(1)(k), an insurance corporation may form or acquire subsidiaries to do any lawful insurance business. (2) An insurance corporation may form or acquire subsidiaries to hold or manage any assets tha…

31A-5-219. Amendment of articles. (1) Subject to Subsection (3) and to the requirements of the Insurance Code, a stock corporation may amend its articles under Sections 16-10a-1001 through 16-10a-1009 and a mutual may amend its articles under Sections 16-6a-1001 through 16-6a-100…

31A-5-301. Securities regulation. (1)(a) Except as provided in Subsections (1)(b) and (c), no security issued by a domestic or nondomestic insurance corporation may be sold in this state by or for the corporation or any other person unless it is registered under Section 31A-5-302…

31A-5-302. Registration of securities. (1)(a) An insurance security shall be registered with the commissioner: (i) by coordination under Section 61-1-9; or (ii) by qualification under Section 61-1-10. (b) A registration statement under this Subsection (1) shall conform to Section…

31A-5-303. Insider trading of securities. (1) Every person who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security of a domestic stock insurance corporation, or who is a director or officer of a domestic stock corporation, shall fil…

31A-5-304. Promoter stock. (1) While the organization permit is effective, the incorporators, directors, and principal officers of a stock corporation shall in the aggregate subscribe and pay, at the public offering price, at least $150,000 in cash or in property of equivalent va…

31A-5-305. Authorized securities. (1)(a) The articles of incorporation of a stock corporation may authorize the kind of shares permitted by Sections 16-10a-601 and 16-10a-602, and stock rights and options, except that: (i) nonvoting common stock may not be issued; (ii) all classe…

31A-5-306. Corporate repurchase of shares. (1)(a) To the extent of excess surplus, a stock corporation may repurchase its own shares 15 days after giving written notice to the commissioner. (b) A stock corporation without excess surplus shall obtain written approval of the commis…

31A-5-307. Reduction in capital. A stock corporation may reduce its capital by amendment of its articles of incorporation under Section 31A-5-219, if the commissioner is notified of the proposed reduction at least 60 days prior to the proposed effective date of the reduction. The…

31A-5-401. Principal office and registered agent. (1) Each domestic insurance corporation shall have its principal office and place of business in this state. (2) By order, the commissioner may exempt a corporation from this requirement, in which case it is subject to the require…

31A-5-401.1. Definitions. As used in this Part 4, Management of Insurance Corporations: (1) "Voting members of mutuals" and "voting members" mean persons entitled to vote at annual or special meetings of the members of a mutual, as set forth in the articles of incorporation or am…

31A-5-402. Shareholders' meetings. (1) Sections 16-10a-701, 16-10a-702, 16-10a-705, 16-10a-721, 16-10a-724, 16-10a-726, and 16-10a-728 apply to the meetings, notices, quorums, and voting of stock corporations. Except where a greater percentage is required or allowed under this ti…

31A-5-403. Corruption in shareholders' meetings. No person may, in connection with any meeting of shareholders, members, or policyholders of an insurer, buy or sell a vote or proxy for money or any other thing of value, or engage in any corrupt or dishonest practice in connection…

31A-5-404. Communications to shareholders, policyholders, and voting members -- Commissioner's attendance at meetings. (1)(a) Sections 16-10a-1601 through 16-10a-1604 apply to the books and records and their inspection by shareholders of stock corporations. Section 16-6a-1602 app…

31A-5-405. Meetings of mutuals and mutual policyholders' and members' voting rights. (1)(a) Subject to this section, Sections 16-6a-701, 16-6a-702, 16-6a-704, and 16-6a-714 apply to the meetings of members, the notice, and the voting in mutuals. (b) Subject to this section and Se…

31A-5-407. Board of directors. (1) Subject to this section, Sections 16-10a-801 through 16-10a-803, 16-10a-805, and 16-10a-811 apply to the board of directors of a stock corporation and Sections 16-6a-802 and 16-6a-805 apply to the governing board and trustees of mutuals. (2) A m…

31A-5-408. Election and removal of directors and officers of stock corporations. (1) Sections 16-10a-721, 16-10a-724, and 16-10a-728 apply to the voting of shares of a stock corporation. (2) At each annual meeting of shareholders, the shareholders shall elect directors to hold of…

31A-5-409. Selection and removal of directors and officers of mutuals. (1) The articles or bylaws of a mutual shall state: (a) the number of directors of the mutual including the directors that are: (i) appointed as public directors under this Subsection (1) and Subsection (2); o…

31A-5-410. Supervision of management changes. (1)(a) Immediately after the selection of a person as a director or principal officer, the insurer shall report to the commissioner: (i) the name of the person selected as a director or principal officer of a corporation; and (ii) per…

31A-5-411. Continuity of management in emergencies. (1) If an emergency is caused by an attack on the United States or by a nuclear or other disaster which makes it impracticable for a corporation to conduct its business in strict accord with applicable provisions of law, its art…

31A-5-412. Committees of directors. (1)(a) If provided for in the articles or bylaws of a corporation, the board, by resolution adopted by a majority of the full board, may designate one or more committees. (b) A committee designated under this Subsection (1) shall consist of thr…

31A-5-413. Interlocking directorates and other relationships. Any person who is simultaneously an officer or director of more than one insurer shall, upon the commissioner's request, disclose all conflicts of interest arising from holding those positions simultaneously. This disc…

31A-5-414. Transactions in which directors and others are interested. (1) Any material transaction between an insurance corporation and one or more of its directors or officers, or between an insurance corporation and any other person in which one or more of its directors or offi…

31A-5-415. Officers', directors', and employees' liability and indemnification. (1)(a) Section 16-10a-841 applies to the liabilities of directors of a stock corporation. (b) Subsection 16-6a-825(3) applies to loans to trustees and officers of a mutual. (c) A director who votes fo…

31A-5-416. Compensation of director, officer, employee, person with investment authority, or others. (1) Subject to this section, Subsections 16-10a-302(11) and (12) apply to: (a) a stock corporation; and (b) a mutual corporation. (2) Shareholders' approval is required: (a) of an…

31A-5-417. Exclusive management and exclusive agency contracts. (1) No domestic insurer may enter into a contract that grants or surrenders the control and management of the insurer, unless the commissioner gives express approval of the contract. Such contracts, once approved, ma…