Chapter 611, DOMESTIC STOCK AND MUTUAL INSURANCE CORPORATIONS
58 sections in this chapter.
Wis. Stat. § 611.01 Definitions
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611.01 Definitions. In this chapter, unless the context requires otherwise, all of the following apply: (1) STOCK CORPORATIONS. The definitions in s. 180.0103 (2), (3), (14), (15), and (17) apply to stock corporations. (2) MUTUAL CORPORATIONS. The definitions in s. 181.0103 (3) a…
Wis. Stat. § 611.02 Scope and purposes
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611.02 Scope and purposes. (1) SCOPE. (a) Domestic insurers. This chapter applies to all insurance corporations, including domestic surplus lines insurers, as defined in s. 618.40 (3m), organized under the laws of this state, except those expressly governed by other chapters. (b)…
Wis. Stat. § 611.03 Orders imposing and relaxing restrictions
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611.03 Orders imposing and relaxing restrictions. (1) ORDERS IMPOSING RESTRICTIONS. The commissioner may subject an individual corporation not otherwise subject thereto to some or all of the restrictions of ss. 611.28, 611.29 (2), 611.32 (5), 611.33 (1) (a) and (2) (a) 1. and 2.,…
Wis. Stat. § 611.07 General corporate powers and procedures
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611.07 General corporate powers and procedures. (1) POWERS. Subject to s. 611.63, s. 180.0302 applies to stock corporations and s. 181.0302 (intro.), (1) to (15), (18) and (19) applies to mutuals. (2) EFFECT OF UNAUTHORIZED CORPORATE ACTS. Section 180.0304 applies to stock corpor…
Wis. Stat. § 611.10 Reservation of corporate name
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611.10 Reservation of corporate name. Sections to mutuals. Notwithstanding s. 180.0840 (1) or 181.0840 (1), the 180.0402 and 180.0403 (2), (3) and (3m) apply to stock corporaarticles or bylaws shall specifically designate 3 or more offices, tions and ss. 181.0402 and 181.0403 (2)…
Wis. Stat. § 611.11 Incorporators
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611.11 Incorporators. (1) GENERAL. Any number of corporate or adult natural persons may organize a corporation under comply with this chapter, and a copy of the bylaws and any amendments thereto shall be filed with the commissioner within this chapter. (2) CLOSELY HELD, SUBSIDIAR…
Wis. Stat. § 611.12 Articles and bylaws
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611.12 Articles and bylaws. 611.12(1)(1) Stock corporations. Section 180.0202 applies to the articles of a stock corporation, except that: 611.12(1)(a)(a) The name of the corporation shall include the word “insurance” or a term of equivalent meaning, and shall comply with s. 180.…
Wis. Stat. § 611.13 Organization permit and certificate of incorporation
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611.13 Organization permit and certificate of incorporation. 611.13(1)(1) Permit required. No person may, in the case of a stock corporation, solicit subscriptions for its securities, or in the case of a mutual, solicit applications for qualifying insurance policies or subscripti…
Wis. Stat. § 611.14 Powers under organization permit
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611.14 Powers under organization permit. 611.14(1)(1) Stock corporations. While its organization permit is in effect a stock corporation may: 611.14(1)(a)(a) Register stock under s. 611.31, solicit subscriptions subject to s. 180.0620 (1) (a) and receive payment therefor in cash …
Wis. Stat. § 611.15 Deposit of proceeds of subscriptions
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611.15 Deposit of proceeds of subscriptions. 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 note subs…
Wis. Stat. § 611.16 Termination of organization permit and payment of organization expenses
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611.16 Termination of organization permit and payment of organization expenses. (1) TERMINATION. The organization permit shall terminate upon: (a) Issuance of a certificate of authority under s. 611.20; (b) Revocation under sub. (2); or (c) Expiration of one year after issuance u…
Wis. Stat. § 611.18 Incorporators’ liability and organization expenses
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611.18 Incorporators’ liability and organization ex- assessments may be separately levied. A full year’s premium penses. (1) LIABILITY. The incorporators shall be jointly and shall be paid with each application and the aggregate premium severally liable for all organizational and…
Wis. Stat. § 611.19 Initial capital and surplus requirements
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611.19 Initial capital and surplus requirements. (1) (7) REDUCTION OF MINIMUM SURPLUS. The commissioner MINIMUM CAPITAL AND PERMANENT SURPLUS. The commissioner may by rule establish the minimum capital for a stock cor- may by order reduce the minimum amounts of surplus required p…
Wis. Stat. § 611.20 Certificate of authority
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611.20 Certificate of authority. 611.20(1)(1) Application. 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 statement by a principal officer of any material changes that have a…
Wis. Stat. § 611.22 Accelerated organization procedure
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611.22 Accelerated organization procedure. 611.22(1)(1) General requirements. The incorporators may apply for determination of the minimum capital or minimum permanent surplus under s. 611.19 and for a certificate of authority without first obtaining an organization permit if: 61…
Wis. Stat. § 611.223 Transfer of an insurer’s place of domicile
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611.223 Transfer of an insurer’s place of domicile. 611.23 Municipal insurance mutuals. 611.24 Segregated accounts in general. 611.25 Special provisions for separate accounts for variable contracts. 611.26 Subsidiaries. 611.28 Changes in business plan. 611.29 Amendment of article…
Wis. Stat. § 611.23 Municipal insurance mutuals
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611.23 Municipal insurance mutuals. (1) APPLICABLE RULES. On application by the organizers of a municipal insurance mutual under s. 611.11 (4), the commissioner may by order, after a hearing, relax any requirements of this chapter to facilitate the formation, financing and govern…
Wis. Stat. § 611.24 Segregated accounts in general
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611.24 Segregated accounts in general. 611.24(1)(1) Mandatory segregated accounts. A corporation shall establish segregated accounts for the following classes of insurance business, if it also does other classes of insurance business: 611.24(1)(a)(a) Mortgage guaranty insurance; …
Wis. Stat. § 611.25 Special provisions for separate accounts for variable contracts
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611.25 Special provisions for separate accounts for variable contracts. 611.25(1)(1) Terminology. Separate accounts under this section form a special category of segregated accounts and may be designated by any appropriate name the corporation wishes to use. 611.25(2)(2) Formatio…
Wis. Stat. § 611.26 Subsidiaries
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611.26 Subsidiaries. 611.26(1)(1) Insurance subsidiaries. An insurance corporation may form or acquire subsidiaries to do any lawful insurance business. There is no limit on the amount of investment in such subsidiaries except that the commissioner may by order or rule establish …
Wis. Stat. § 611.28 Changes in business plan
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611.28 Changes in business plan. (1) DEVELOPMENT STAGE. Within 5 years after the initial issuance of a certificate of authority no substantial change, alteration or amendment may be made in the business plan and the insurer may not substantially deviate from it unless notice of t…
Wis. Stat. § 611.29 Amendment of articles
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611.29 Amendment of articles. (1) RIGHT TO AMEND ARTICLES. A stock corporation may amend its articles under ss. 180.0726, 180.1001 to 180.1007, 180.1706, 180.1707 and 180.1708 (4) and a mutual may amend its articles under ss. 181.1001, 181.1002 (1), 181.1003, 181.1005 and 181.100…
Wis. Stat. § 611.31 Securities regulation
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611.31 Securities regulation. (1) REGISTRATION. No securities issued by a domestic insurance corporation may be sold by or for the corporation unless they are registered or exempt from registration under ch. 551. (2) APPROVAL BY COMMISSIONER. Securities of a domestic insurance co…
Wis. Stat. § 611.32 Promoter stock
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611.32 Promoter stock. 611.32(1)(1) Mandatory purchase. During the period of effectiveness of the organization permit the incorporators, directors, and principal officers of a stock corporation shall among themselves subscribe and pay, at the public offering price, at least $100,…
Wis. Stat. § 611.33 Authorized securities
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611.33 Authorized securities. (1) STOCK CORPORATIONS. (a) Classes of shares. The articles of a stock corporation shall authorize the kinds of shares required by s. 180.0601 (3) and may authorize any kind of shares permitted by ss. 180.0601 (1), (2) and (4), 180.0602 and 180.0603,…
Wis. Stat. § 611.34 Corporate repurchase of shares
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611.34 Corporate repurchase of shares. No stock corporation may repurchase any of its own shares within 5 years after initial issuance of the certificate of authority, except pursuant to a plan for the repurchase which has been approved by the commissioner. After 5 years a stock …
Wis. Stat. § 611.36 Number of shareholders
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611.36 Number of shareholders. Section 180.0142 applies to stock corporations for purposes of this chapter. History: 1989 a. 303. SUBCHAPTER IV MANAGEMENT OF INSURANCE CORPORATIONS
Wis. Stat. § 611.40 Shareholders’ meetings
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611.40 Shareholders’ meetings. (1) MEETINGS, NOTICES, QUORUMS AND VOTING. Sections 180.0701 to 180.0703, 180.0705, 180.0709, 180.0721 to 180.0727 and 180.1708 (3) apply to stock corporations. Each director of a stock corporation shall be elected by a plurality of the votes cast b…
Wis. Stat. § 611.41 Communications to shareholders or policyholders and commissioner’s attendance at meetings
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611.41 Communications to shareholders or policyholders and commissioner’s attendance at meetings. (1) COPIES OF COMMUNICATIONS. The commissioner may by rule prescribe that copies of specified classes of communications Updated 23-24 Wis. Stats. 10 DOMESTIC STOCK AND MUTUAL INSURAN…
Wis. Stat. § 611.42 Mutual policyholders’ voting rights
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611.42 Mutual policyholders’ voting rights. (1) GENmatter or matters for which the meeting is called. ERAL. Subject to this section and s. 611.53, ss. 181.0701 (1), (2), (d) Adjourned meetings. Unless the bylaws require otherwise, and (4) to (6), 181.0702 (1) to (3) and (5), 181.…
Wis. Stat. § 611.425 Mutual policyholders’ proxy voting
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611.425 Mutual policyholders’ proxy voting. 611.425(1)(1) Definition. In this section, “electronic transmission” means transmission by the Internet, telephone, electronic mail, telegram, cablegram, datagram, or any other form or process of communication that does not directly inv…
Wis. Stat. § 611.426 Remote participation in policyholder meetings
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611.426 Remote participation in policyholder meet- 611.51 ings. (1) If authorized by the board of directors in its sole discretion, and subject to sub. (2) and any guidelines and procedures adopted by the board of directors, policyholders and proxies of policyholders not physical…
Wis. Stat. § 611.43 Annual report to mutual policyholders
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611.43 Annual report to mutual policyholders. Every domestic mutual shall send to each policyholder requesting it an annual report which shall contain basic financial and operating data, information about important business and corporate developments, and such other information a…
Wis. Stat. § 611.51 Board of directors
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611.51 Board of directors. (1) GENERAL. Subject to this section, ss. 180.0801 and 180.0802 apply to stock corporations and ss. 181.0801 (1) and (2) and 181.0802 apply to mutuals. (2) NUMBER OF DIRECTORS. (a) General. Except under pars. (b) and (c), a corporation shall have at lea…
Wis. Stat. § 611.52 Election and removal of directors and officers of stock corporations
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611.52 Election and removal of directors and officers of stock corporations. (1) RESIGNATION AND REMOVAL OF History: 1971 c. 260; 1973 c. 184; 1979 c. 102; 1989 a. 303.
Wis. Stat. § 611.53 Selection and removal of directors and officers of mutuals
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611.53 Selection and removal of directors and officers of mutuals. (1) PUBLIC SELECTION OF DIRECTORS. The articles of a mutual may provide that any number of the directors shall be public directors chosen under a plan proposed by the corporation and approved by the commissioner. …
Wis. Stat. § 611.54 Supervision of management changes
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611.54 Supervision of management changes. (1) REPORT OF SELECTION. (a) General. The name of any person selected as a director or principal officer of a corporation, together with such pertinent biographical and other data as the commissioner requires by rule, shall be reported to…
Wis. Stat. § 611.55 Continuity of management in emergencies
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611.55 Continuity of management in emergencies. (1) PURPOSE. The legislature declares it to be desirable for the general welfare and in particular for the welfare of insurance beneficiaries, policyholders, claimants and others that the business of domestic insurance corporations …
Wis. Stat. § 611.56 Committees of directors
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611.56 Committees of directors. (1) APPOINTMENT. If the articles or bylaws of a corporation so provide, the board by resolution adopted by a majority of the full board may designate one or more committees, each consisting of at least 3 directors serving at the pleasure of the boa…
Wis. Stat. § 611.57 Interlocking directorates and other relationships
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611.57 Interlocking directorates and other relationships. No person may simultaneously be a director or officer in one insurance corporation and a director, officer, employee or agent for another insurer if the effect is to lessen competition substantially or if the 2 insurers ha…
Wis. Stat. § 611.60 Transactions in which directors and others are interested
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611.60 Transactions in which directors and others 181.0871 to 181.0881 and 181.0889 apply to mutuals but no inare interested. (1) VOIDABLE TRANSACTIONS. Any material demnification may be made until at least 30 days after notice to transaction between an insurance corporation and …
Wis. Stat. § 611.61 Transactions of insurers with affiliates
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611.61 Transactions of insurers with affiliates. (1) (a) Measure the compensation or other benefits in whole or in RESTRICTED TRANSACTIONS. No transaction may be entered into part by any criteria that would create a financial inducement for between an insurer authorized to do bus…
Wis. Stat. § 611.62 Directors’ and officers’ liability and indemnification
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611.62 Directors’ and officers’ liability and indemnification. (1) LIABILITY. Sections 180.0826 to 180.0828, 180.0832 and 180.0833 apply to stock corporations and ss. 181.0850 to 181.0855, except s. 181.0855 (2) (c), apply to mutuals. (2) INDEMNIFICATION. Sections 180.0850 to 180…
Wis. Stat. § 611.63 Executive compensation
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611.63 Executive compensation. (1) GENERAL POWER. (c) The transaction has been reported to the commissioner Subject to this section, ss. 180.0302 (11), (12) and (16) and immediately after such approval. 180.0811 apply to stock corporations and s. 181.0302 (11) to (14) (2) QUORUM …
Wis. Stat. § 611.66 Exclusive agency contracts
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611.66 Exclusive agency contracts. 611.66(1)(1) General. Except under sub. (2), no corporation may enter into any contract whereby any person is granted or obtains directly or indirectly the exclusive right or privilege of soliciting, producing or receiving a fee or commission on…
Wis. Stat. § 611.67 Management contract services
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611.67 Management contract services. (1) In this section: (a) “Health maintenance organization” has the meaning given under s. 609.01 (2). (b) “Limited service health organization” has the meaning given under s. 609.01 (3). (c) “Management authority” means the authority to exerci…
Wis. Stat. § 611.69 Dividends and other distributions
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611.69 Dividends and other distributions. 611.69(1)(1) Distributions. Subject to the requirements of ss. 617.22 and 617.225, a stock corporation may make distributions under ss. 180.0623, 180.0640 and 180.1708 (2). 611.69(2)(2) Unclaimed dividends and distributions. Chapter 177 a…
Wis. Stat. § 611.71 Acquisition of all of the shares or of a class of shares of an insurance corporation
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611.71 Acquisition of all of the shares or of a class of shares of an insurance corporation. (1) EXCHANGE OF SHARES PERMITTED. A domestic stock insurance corporation may acquire, in the manner provided by this section, in exchange for its shares, all the shares, or all the shares…
Wis. Stat. § 611.72 Merger or other acquisition of control of a plan for acquisition of control if the proposed merger is with, or stock insurance corporation
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611.72 Merger or other acquisition of control of a plan for acquisition of control if the proposed merger is with, or stock insurance corporation. (1) GENERAL. Subject to the proposed acquirer is, an affiliate of the insurer and the prothis section, the applicable provisions of c…
Wis. Stat. § 611.73 Merger of mutuals
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611.73 Merger of mutuals. 611.73(1)(1) Authorization, domestic corporations. 611.73(1)(a)(a) In general. Any 2 or more domestic mutuals may merge under the procedures of this section and ss. 181.1101 to 181.11055, except that papers required by those sections to be filed with the…