Chapter 644 — DOMESTIC MUTUAL INSURANCE HOLDING COMPANIES
28 sections in this chapter.
Wis. Stat. § 644.02 Definitions
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644.02 Definitions. (1) In this chapter, unless the context otherwise requires: (a) “Board” means the board of directors or board of trustees, as the case may be, of the converting insurance company. (b) “Converted insurance company” means an insurance company that converted unde…
Wis. Stat. § 644.03 Scope and purposes
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644.03 Scope and purposes. (1) SCOPE. This chapter applies to all mutual insurance holding companies organized under the laws of this state. (2) PURPOSES. (a) The purposes of this chapter are to provide complete, self-contained procedures for the formation of mutual insurance hol…
Wis. Stat. § 644.04 Restructuring
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644.04 Restructuring. (1) On the effective date of a restructuring under this chapter, all of the following shall occur: (a) The converting insurance company shall become a domestic stock insurance company. (b) All membership interests and rights in surplus of the converting insu…
Wis. Stat. § 644.05 General corporate powers and procedures
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644.05 General corporate powers and procedures. (1) POWERS. Subject to s. 644.19 (2) and (3), s. 181.0302 (intro.), (1) to (15), (18) and (19) applies to mutual holding companies. (2) EFFECT OF UNAUTHORIZED CORPORATE ACTS. Section 181.0304 applies to mutual holding companies, exc…
Wis. Stat. § 644.06 Registered agent for service of process
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644.06 Registered agent for service of process. Sections 601.715, 601.72 (1) (a), (2) and (3) to (5) and 601.73 apply to mutual holding companies, except that, for purposes of this chapter, “authorized insurer” used in s. 601.715 means mutual holding company and “insurer” used in…
Wis. Stat. § 644.07 Restructuring procedures
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644.07 (7) and (8). 2. If the mutual holding company plan does not include a plan for the initial sale of voting stock of the converted insurance company or any intermediate stock holding company, the board of the converted insurance company or any intermediate stock holding comp…
Wis. Stat. § 644.08 Reservation of corporate name
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644.08 Reservation of corporate name. Sections 181.0402 and 181.0403 (2), (3) and (3m) apply to mutual holding companies. History: 1997 a. 227; 1999 a. 30.
Wis. Stat. § 644.09 Articles, amendments, bylaws and principal officers
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644.09 Articles, amendments, bylaws and principal officers. (1) ARTICLES. Section 181.0202 applies to the articles of a mutual holding company, except that all of the following apply: (a) The name of the mutual holding company shall include the word “mutual” and shall comply with…
Wis. Stat. § 644.10 Acquisition, merger or consolidation as part of the plan
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644.10 Acquisition, merger or consolidation as part of the plan. (1) The converting insurance company may propose to acquire, or to merge or consolidate with, one or more domestic or foreign insurers, or both, as part of a mutual holding company plan under s. 644.07. The commissi…
Wis. Stat. § 644.11 Restructuring of domestic or foreign mutual with existing domestic mutual holding company
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644.11 Restructuring of domestic or foreign mutual with existing domestic mutual holding company. (1) DEFINITION. In this section, “existing domestic mutual holding company” means a mutual holding company formed under this chapter. (2) DOMESTIC MUTUAL REORGANIZATION. (a) Merger w…
Wis. Stat. § 644.12 Transfers of a mutual holding company’s place of domicile to this state
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644.12 Transfers of a mutual holding company’s place of domicile to this state. (1) A mutual holding company that is domiciled in another state and that desires to become a domestic mutual holding company may submit to the commissioner an application for a certificate of incorpor…
Wis. Stat. § 644.13 Restrictions on ownership
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644.13 Restrictions on ownership. (1) In this section: (a) “Beneficial ownership”, with respect to any voting stock, has the same meaning as provided by the rules administering section 16 of the Securities Exchange Act of 1934. (b) “Offer” means any of the following: 1. An offer …
Wis. Stat. § 644.14 Member rights
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644.14 Member rights. (1) COMMUNICATION TO MEMBERS; MEMBER VOTING. Subject to this section, ss. 611.41, 611.42 (1), (1e), (1m), (2), (3), (4) (a) and (5), 611.43 and 611.53 (2) apply to mutual holding companies. (2) NOTICE OF REGULAR MEETINGS AND ELECTIONS. Notice of the time and…
Wis. Stat. § 644.15 Sale of voting stock; subscription rights; dividends
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644.15 Sale of voting stock; subscription rights; dividends. (1) (a) No solicitation for the initial sale to 3rd parties of the voting stock of the converted insurance company or any intermediate stock holding company may be made without the approval of the commissioner under s. …
Wis. Stat. § 644.16 Board of directors, committees and records
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644.16 Board of directors, committees and records. (1) BOARD OF DIRECTORS. Subject to this section, ss. 181.0801 (1) and (2), 181.0802, 181.0811, 611.51 (2), (3), (5) and (8) and 644.20 611.53 (1) and (3) apply to mutual holding companies. Section 181.0824 applies to the board of…
Wis. Stat. § 644.17 Removal of officers
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644.17 Removal of officers. Sections 181.0843 and 181.0844 apply to mutual holding companies. History: 1997 a. 227; 1999 a. 30.
Wis. Stat. § 644.18 Directors’ and officers’ liability and indemnification
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644.18 Directors’ and officers’ liability and indemnification. (1) LIABILITY. Sections 181.0850 to 181.0855, except s. 181.0855 (2) (c), apply to mutual holding companies. (2) INDEMNIFICATION. Sections 181.0871 to 181.0881 and 181.0889 apply to mutual holding companies. (3) INSUR…
Wis. Stat. § 644.19 Executive compensation
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644.19 Executive compensation. (1) GENERAL. Section 611.63 (4) and (5) applies to mutual holding companies. (2) APPROVAL BY MEMBERS. A benefit plan or amendment to a benefit plan that proposes to provide benefits in the form of stock or stock options of a converted insurance comp…
Wis. Stat. § 644.20 Management contract services
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644.20 Management contract services. A mutual holding company may not be a party to a contract that has the effect of delegating to a person, to the substantial exclusion of the board, May 22, 2026, are designated by NOTES. (Published 5-22-26) 644.20 DOMESTIC MUTUAL INSURANCE HOL…
Wis. Stat. § 644.21 Annual report of domestic mutual holding company
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644.21 Annual report of domestic mutual holding company. Each mutual holding company domiciled in this state shall file such annual report as may be prescribed by the commissioner by rule. History: 1997 a. 227.
Wis. Stat. § 644.22 Securities regulation
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644.22 Securities regulation. A membership interest in a domestic mutual holding company shall not constitute a security, as defined in s. 551.102 (28). History: 1997 a. 227; 2007 a. 196.
Wis. Stat. § 644.23 Authority to issue mutual bonds and contribution notes
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644.23 Authority to issue mutual bonds and contribution notes. Section 611.33 (2) (a), (b), (c) and (e) applies to mutual holding companies. In the event of dissolution under this chapter, unpaid amounts of principal and interest on contribution notes shall be subordinated to the…
Wis. Stat. § 644.24 Subsequent restructuring
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644.24 Subsequent restructuring. A mutual holding company, in conjunction with the converted insurance company and any intermediate stock holding company, may merge together and convert into a mutual insurance company if the requirements of ss. 611.72 and 611.75 are met and the m…
Wis. Stat. § 644.25 Conversion of domestic mutual holding company into a stock corporation
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644.25 Conversion of domestic mutual holding company into a stock corporation. (1) CONVERSION PERMITTED AND PROCEDURES. A mutual holding company formed by a converted insurance company under this chapter may convert into a stock corporation organized under ch.180. Subject to this…
Wis. Stat. § 644.26 Transfer of business or assets of mutual holding companies
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644.26 Transfer of business or assets of mutual holding companies. (1) A sale, lease, exchange or other disposition of less than substantially all of the property and assets of a mutual holding company, and the mortgage or pledge of any or all property and assets of a mutual hold…
Wis. Stat. § 644.27 Merger and consolidation of mutual holding companies
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644.27 Merger and consolidation of mutual holding companies. Section 611.73 applies to mutual holding companies. History: 1997 a. 227.
Wis. Stat. § 644.28 Voluntary dissolution of domestic mutual holding companies
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644.28 Voluntary dissolution of domestic mutual holding companies. (1) PLAN OF DISSOLUTION. Subject to this section, ss. 181.1401 to 181.1407 apply to mutual holding companies. (2) APPROVAL BY THE COMMISSIONER. (a) At least 60 days prior to the submission to members of any propos…
Wis. Stat. § 644.29 Involuntary dissolution of domestic mutual holding companies
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644.29 Involuntary dissolution of domestic mutual holding companies. A mutual holding company may at any time during a voluntary dissolution under ss. 181.1401 to 181.1407 apply to the commissioner to have dissolution continued under the commissioner’s supervision. Any distributi…