Chapter 611 — DOMESTIC STOCK AND MUTUAL INSURANCE CORPORATIONS

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…

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)…

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.,…

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…

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)…

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…

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…

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…

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…

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…

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…

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…

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…

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…

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…

611.32 (5), 611.33 (1) (a) and (2) (a) 1. and 2., 611.34, 611.54 (1) (b) and 617.22 (2), if the commissioner is satisfied that its financial condition, management and other circumstances assure that the interests of insureds and the public will not be endangered thereby. History:…

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,…

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 …

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

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…

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 May 22, 2026, are designated by NOTES. (Published 5-22-26) Upd…

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.…

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…

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…

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…

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.

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. …

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…

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 …

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…

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…

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 …

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…

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…

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 …

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…