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H. 4075
STATUS INFORMATION
General Bill
Sponsors: Reps. Cato and Tripp
Document Path: l:\council\bills\dka\3447dw03.doc
Companion/Similar bill(s): 656
Introduced in the House on April 24, 2003
Introduced in the Senate on May 28, 2003
Last Amended on May 27, 2003
Currently residing in the Senate Committee on Banking and Insurance
Summary: Captive insurance companies
HISTORY OF LEGISLATIVE ACTIONS
Date Body Action Description with journal page number
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4/24/2003 House Introduced and read first time HJ-70
4/24/2003 House Referred to Committee on Labor, Commerce and Industry
HJ-71
5/21/2003 House Committee report: Favorable with amendment Labor,
Commerce and Industry HJ-3
5/22/2003 Scrivener's error corrected
5/27/2003 House Amended HJ-15
5/27/2003 House Read second time HJ-15
5/28/2003 House Read third time and sent to Senate HJ-18
5/28/2003 Senate Introduced, read first time, placed on calendar without
reference SJ-12
5/29/2003 Senate Committed to Committee on Banking and Insurance SJ-101
View the latest legislative information at the LPITS web site
VERSIONS OF THIS BILL
4/24/2003
5/21/2003
5/22/2003
5/27/2003
5/28/2003
Indicates Matter Stricken
Indicates New Matter
INTRODUCED
May 28, 2003
H. 4075
S. Printed 5/28/03--S.
Read the first time May 28, 2003.
TO AMEND SECTIONS 38-90-10, 38-90-20, 38-90-40, 38-90-50, 38-90-60, 38-90-140, ALL AS AMENDED, AND SECTION 38-90-200, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO CAPTIVE INSURANCE COMPANIES, SO AS TO, AMONG OTHER THINGS, AUTHORIZE CAPTIVE INSURANCE COMPANIES TO FORM AS LIMITED LIABILITY COMPANIES; TO IMPOSE A FEE FOR THE USE OF INTERNAL RESOURCES TO EXAMINE AND INVESTIGATE APPLICATIONS FOR LICENSURE; TO INCREASE THE ANNUAL RENEWAL LICENSE FEE; TO ADD A FEE TO RECOVER REASONABLE COSTS OF PROCESSING CERTIFICATIONS; AND TO LIMIT PREMIUM TAXES TO ONE HUNDRED THOUSAND DOLLARS ANNUALLY FOR DIRECT PREMIUM AND ASSUMED REINSURANCE PREMIUMS.
Be it enacted by the General Assembly of the State of South Carolina:
SECTION 1. Section 38-90-10(3), (10), (11), (12), (18), (19), and (20) of the 1976 Code, as last amended by Act 228 of 2002, is further amended to read:
"(3) 'Association' means a legal association of individuals, corporations, limited liability companies, partnerships, or associations that has been in continuous existence for at least one year:
(a) the member organizations of which collectively, or which does itself:
(i) own, control, or hold with power to vote all of the outstanding voting securities of an association captive insurance company incorporated as a stock insurer or organized as a limited liability company; or
(ii) have complete voting control over an association captive insurance company incorporated organized as a mutual insurer; or
(b) the member organizations of which collectively constitute all of the subscribers of an association captive insurance company formed as a reciprocal insurer.
(10) 'Consolidated debt to total capital ratio' means the ratio of the sum of (a) all debts and hybrid capital instruments including, but not limited to, all borrowings from banks, all senior debt, all subordinated debts, all trust preferred shares, and all other hybrid capital instruments that are not included in the determination of consolidated GAAP new worth issued and outstanding to (b) total capital, consisting of all debts and hybrid capital instruments as described in subitem (a) plus shareholders' owners' equity determined in accordance with GAAP for reporting to the United States Securities and Exchange Commission.
(11) 'Consolidated GAAP net worth' means the consolidated shareholders' owners' equity determined in accordance with GAAP for reporting to the United States Securities and Exchange Commission.
(12) 'Controlled unaffiliated business' means a company:
(a) that is not in the corporate system of a parent and affiliated companies;
(b) that has an existing contractual relationship with a parent or affiliated company; and
(c) whose risks are managed by a pure captive insurance company in accordance with Section 38-90-190.
(18) 'Industrial insured group' means a group that meets either of the following criteria:
(a) a group of industrial insureds that collectively:
(i) own, control, or hold with power to vote all of the outstanding voting securities of an industrial insured captive insurance company incorporated as a stock insurer or limited liability company; or
(ii) have complete voting control over an industrial insured captive insurance company incorporated as a mutual insurer; or
(b) a group which is created under the Liability Risk Retention Act of 1986 15 U.S.C. Section 3901, et seq., as amended, as a corporation or other limited liability association taxable as a stock insurance company or a mutual insurer under this title.
(19) 'Member organization' means any individual, corporation, limited liability company, partnership, or association that belongs to an association.
(20) 'Parent' means any corporation, limited liability company, partnership, or individual that directly or indirectly owns, controls, or holds with power to vote more than fifty percent of the outstanding voting securities of a pure captive insurance company."
SECTION 2. Section 38-90-20 of the 1976 Code, as last amended by Act 228 of 2002, is further amended to read:
"Section 38-90-20. (A) A captive insurance company, when permitted by its articles of incorporation, articles of organization, operating agreement, or charter, may apply to the director for a license to do any and all insurance, except workers' compensation insurance, authorized by this title; however:
(1) a pure captive insurance company may not insure any risks other than those of its parent, affiliated companies, controlled unaffiliated business, or a combination thereof of them;
(2) an association captive insurance company may not insure any risks other than those of the member organizations of its association and their affiliated companies;
(3) an industrial insured captive insurance company may not insure any risks other than those of the industrial insureds that comprise the industrial insured group and their affiliated companies;
(4) in general, a special purpose captive insurance company may only may insure the risks of its parent. Notwithstanding any other provisions of this chapter, a special purpose captive insurance company may provide insurance or reinsurance, or both, for risks as approved by the director;
(5) a captive insurance company may not provide personal motor vehicle or homeowner's insurance coverage or any component of these coverages;
(6) a captive insurance company may not accept or cede reinsurance except as provided in Section 38-90-110.
(B) To conduct insurance business in this State a captive insurance company shall:
(1) obtain from the director a license authorizing it to conduct insurance business in this State;
(2) hold at least one board of directors meeting, or in the case of a reciprocal insurer, a subscriber's advisory committee meeting, or in the case of a limited liability company a meeting of the managing board, each year in this State;
(3) maintain its principal place of business in this State, or in the case of a branch captive insurance company, maintain the principal place of business for its branch operations in this State; and
(4) appoint a resident registered agent to accept service of process and to otherwise act on its behalf in this State. In the case of a captive insurance company:
(a) formed as a corporation or a limited liability company, whenever the registered agent cannot with reasonable diligence be found at the registered office of the captive insurance company, the director must be an agent of the captive insurance company upon whom any process, notice, or demand may be served;
(b) formed as a reciprocal insurer, whenever the registered agent cannot with reasonable diligence be found at the registered office of the captive insurance company, the director must be an agent of the captive insurance company upon whom any process, notice, or demand may be served.
(C)(1) Before receiving a license, a captive insurance company:
(a) formed as a corporation, shall file with the director a certified copy of its charter and bylaws, a statement under oath of its president and secretary showing its financial condition, and any other statements or documents required by the director;
(b) formed as a limited liability company, shall file with the director a certified copy of its articles of organization and operating agreement, a statement under oath by its managers showing its financial condition, and any other statements or documents required by the director;
(c) formed as a reciprocal shall:
(i) file with the director a certified copy of the power of attorney of its attorney-in-fact, a certified copy of its subscribers' agreement, a statement under oath of its attorney-in-fact showing its financial condition and any other statements or documents required by the director; and
(ii) submit to the director for approval a description of the coverages, deductibles, coverage limits, and rates and any other information the director may reasonably require. If there is a subsequent material change in an item in the description, the reciprocal captive insurance company shall submit to the director for approval an appropriate revision and may not offer any additional kinds of insurance until a revision of the description is approved by the director. The reciprocal captive insurance company shall inform the director of any material change in rates within thirty days of the adoption of the change.
(2) In addition to the information required by (C)(1), an applicant captive insurance company shall file with the director evidence of:
(a) the amount and liquidity of its assets relative to the risks to be assumed;
(b) the adequacy of the expertise, experience, and character of the person or persons who will manage it;
(c) the overall soundness of its plan of operation;
(d) the adequacy of the loss prevention programs of its parent, member organizations, or industrial insureds as applicable; and
(e) such other factors considered relevant by the director in ascertaining whether the proposed captive insurance company will be able to meet its policy obligations.
(3) In addition to the information required by (C)(1) and (C)(2) an applicant sponsored captive insurance company shall file with the director:
(a) a business plan demonstrating how the applicant will account for the loss and expense experience of each protected cell at a level of detail found to be sufficient by the director, and how it will report the experience to the director;
(b) a statement acknowledging that all financial records of the sponsored captive insurance company, including records pertaining to any protected cells, must be made available for inspection or examination by the director;
(c) all contracts or sample contracts between the sponsored captive insurance company and any participants; and
(d) evidence that expenses will be allocated to each protected cell in an equitable manner.
(4) Information submitted pursuant to this subsection is confidential and may not be made public by the director or an agent or employee of the director without the written consent of the company, except that:
(a) information may be discoverable by a party in a civil action or contested case to which the captive insurance company that submitted the information is a party, upon a showing by the party seeking to discover the information that:
(i) the information sought is relevant to and necessary for the furtherance of the action or case;
(ii) the information sought is unavailable from other nonconfidential sources; and
(iii) a subpoena issued by a judicial or administrative officer of competent jurisdiction has been submitted to the director; however, the provisions of subsection (C)(4) do not apply to an industrial insured captive insurance company insuring the risks of an industrial insured group; and
(b) the director may disclose the information to a public officer having jurisdiction over the regulation of insurance in another state if:
(i) the public official agrees in writing to maintain the confidentiality of the information; and
(ii) the laws of the state in which the public official serves require the information to be confidential.
(D)(1) A captive insurance company shall pay to the department a nonrefundable fee of two hundred dollars for examining, investigating, and processing its application for license, and. In addition, the director may retain legal, financial, and examination services from outside the department to examine and investigate the application, the reasonable cost of which may be charged against the applicant or the director may use internal resources to examine and investigate the application for a fee of two thousand four hundred dollars.
(2) Section 38-13-60 applies to examinations, investigations, and processing conducted under pursuant to the authority of this section.
(3) In addition, a captive insurance company shall pay a license fee for the year of registration of three hundred dollars and a an annual renewal fee of three five hundred dollars.
(4) The department may charge a fifteen dollar fee for any document requiring certification of authenticity or the signature of the director or his designee.
(E) If the director is satisfied that the documents and statements filed by the captive insurance company comply with the provisions of this chapter, the director may grant a license authorizing the company to do insurance business in this State until March 1 first at which time the license may be renewed.
(F) The terms and conditions set forth in Section 38-5-170 apply in full to captive insurance companies licensed under this chapter."
SECTION 3. Section 38-90-40(A) of the 1976 Code, as last amended by Act 188 of 2002, is further amended to read:
"(A) The director may not issue a license to a captive insurance company unless the company possesses and thereafter maintains unimpaired paid-in capital of:
(1) in the case of a pure captive insurance company, not less than one hundred thousand dollars;
(2) in the case of an association captive insurance company incorporated as a stock insurer or organized as a limited liability company, not less than four hundred thousand dollars;
(3) in the case of an industrial insured captive insurance company incorporated as a stock insurer or organized as a limited liability company, not less than two hundred thousand dollars;
(4) in the case of a sponsored captive insurance company, not less than five hundred thousand dollars;
(5) in the case of a special purpose captive insurance company, an amount determined by the director after giving due consideration to the company's business plan, feasibility study, and pro-formas, including the nature of the risks to be insured.
The capital may be in the form of cash, cash equivalent, or an irrevocable letter of credit issued by a bank chartered by this State or a member bank of the Federal Reserve System and approved by the director."
SECTION 4. Section 38-90-50(A) of the 1976 Code, as last amended by Act 188 of 2002, is further amended to read:
"(A) The director may not issue a license to a captive insurance company unless the company possesses and thereafter maintains free surplus of:
(1) in the case of a pure captive insurance company, not less that one hundred fifty thousand dollars;
(2) in the case of an association captive insurance company incorporated as a stock insurer or organized as a limited liability company, not less than three hundred fifty thousand dollars;
(3) in the case of an industrial insured captive insurance company incorporated as a stock insurer or organized as a limited liability company, not less than three hundred thousand dollars;
(4) in the case of an association captive insurance company incorporated as a mutual insurer, not less than seven hundred fifty thousand dollars;
(5) in the case of an industrial insured captive insurance company incorporated as a mutual insurer, not less than five hundred thousand dollars;
(6) in the case of a sponsored captive insurance company, not less than five hundred thousand dollars; and
(7) in the case of a special purpose captive insurance company, an amount determined by the director after giving due consideration to the company's business plan, feasibility study, and pro-formas, including the nature of the risks to be insured.
The surplus may be in the form of cash, cash equivalent, or an irrevocable letter of credit issued by a bank chartered by this State or a member bank of the Federal Reserve System and approved by the director."
SECTION 5. Section 38-90-60 of the 1976 Code, as last amended by Act 82 of 2001, is further amended to read:
"Section 38-90-60. (A) A pure captive insurance company or a sponsored captive insurance company must may be:
(1) incorporated as a stock insurer with its capital divided into shares and held by the stockholders; or
(2) organized as a limited liability company with its capital divided into capital accounts and held by its members.
(B) An association captive insurance company or an industrial insured captive insurance company may be:
(1) incorporated as a stock insurer with its capital divided into shares and held by the stockholders;
(2) organized as a limited liability company with its capital divided into capital accounts and held by its members;
(3) incorporated as a mutual insurer without capital stock, the governing body of which is elected by the member organizations of its association; or
(3)(4) organized as a reciprocal insurer in accordance with Chapter 17.
(C) A captive insurance company may not have fewer than three incorporators or organizers of whom not fewer than two must be residents of this State.
(D) In the case of a captive insurance company formed as a corporation or a limited liability company, before the articles of incorporation or articles of organization are transmitted to the Secretary of State, the incorporators or organizers shall petition the director to issue a certificate setting forth a finding that the establishment and maintenance of the proposed corporation entity will promote the general good of the State. In arriving at this finding the director shall consider:
(1) the character, reputation, financial standing, and purposes of the incorporators or organizers;
(2) the character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors or managers; and
(3) other aspects as the director considers advisable.
(E) The articles of incorporation or articles of organization, the certificate issued pursuant to subsection (D), and the organization fees required by Section 33-1-220 must be transmitted to the Secretary of State, who shall record both the articles of incorporation or articles of organization and the certificate.
(F) In the case of a captive insurance company formed as a reciprocal insurer, the organizers shall petition the director, to issue a certificate setting forth the director's finding that the establishment and maintenance of the proposed association will promote the general good of the State. In arriving at this finding the director shall consider:
(1) the character, reputation, financial standing, and purposes of the incorporators or organizers;
(2) the character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors or managers; and
(3) other aspects the director considers advisable.
(G) In the case of a captive insurance company licensed as a branch captive insurance company, the alien captive insurance company shall petition the director to issue a certificate setting forth the director's finding that, after considering the character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors or managers of the alien captive insurance company, the licensing and maintenance of the branch operations will promote the general good of the State. The alien captive insurance company may register to do business in this State after the director's certificate has been issued.
(H) The capital stock or membership interests of a captive insurance company incorporated as a stock insurer or limited liability company must be issued at not less than par value.
(I) In the case of a captive insurance company formed as a corporation, at least one of the members of the board of directors of a captive insurance company incorporated in this State must be a resident of this State.
(J) In the case of a captive insurance company formed as a limited liability company, at least one of the managers of the captive insurance company must be a resident of this State.
(K) In the case of a captive insurance company formed as a reciprocal insurer, at least one of the members of the subscribers' advisory committee must be a resident of this State.
(K)(L) A captive insurance company formed as a corporation or a limited liability company, under pursuant to the provisions of this chapter has the privileges and is subject to the provisions of the general corporation law, including the Uniform Limited Liability Company Act of 1996 for limited liability companies, as well as the applicable provisions contained in this chapter. If a conflict occurs between a provision of the general corporation law, including the Uniform Limited Liability Company Act of 1996 for limited liability companies, and a provision of this chapter, the latter controls. The provisions of this title pertaining to mergers, consolidations, conversions, mutualizations, and redomestications apply in determining the procedures to be followed by a captive insurance company in carrying out any of the transactions described in those provisions, except the director may waive or modify the requirements for public notice and hearing in accordance with regulations which the director may promulgate addressing categories of transactions. If a notice of public hearing is required, but no one requests a hearing, the director may cancel the hearing.
(L)(M)(1) A captive insurance company formed as a reciprocal insurer under pursuant to the provisions of this chapter has the privileges and is subject to Chapter 17 in addition to the applicable provisions of this chapter. If a conflict occurs between the provisions of Chapter 17 and the provisions of this chapter, the latter controls. To the extent a reciprocal insurer is made subject to other provisions of this title pursuant to Chapter 17, the provisions are not applicable to a reciprocal insurer formed under pursuant to the provisions of this chapter unless the provisions are expressly made applicable to a captive insurance company under pursuant to the provisions this chapter.
(2) In addition to the provisions of (L) item (1), a captive insurance company organized as a reciprocal insurer that is an industrial insured group has the privileges and is subject to the provisions of Chapter 17 in addition to applicable provisions of this title.
(M)(N) The articles of incorporation or bylaws of a captive insurance company may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors as provided for in Section 33-8-240(b). In the case of a limited liability company, the articles of organization or operating agreement of a captive insurance company may authorize a quorum to consist of no fewer than one-third of the managers required by the articles of organization or the operating agreement."
SECTION 6. Section 38-90-140(A), (B), and (F) of the 1976 Code, as last amended by Act 82 of 2001, is further amended to read:
"(A) A captive insurance company shall pay to the department by March 1 first of each year, a tax at the rate of four-tenths of one percent on the first twenty million dollars and three-tenths of one percent on the next twenty million dollars and two-tenths of one percent on the next twenty million dollars and seventy-five thousandths of one percent on each dollar thereafter after that, up to a maximum tax of one hundred thousand dollars. Taxes are based on the direct premiums collected written or contracted for on policies or contracts of insurance written by the captive insurance company during the year ending December 31 thirty-first next preceding, after deducting from the direct premiums subject to the tax the amounts paid to policyholders as return premiums which shall must include dividends on unabsorbed premiums or premium deposits returned or credited to policyholders.
(B) A captive insurance company shall pay to the department by March 1 first of each year, a tax at the rate of two hundred and twenty-five thousandths of one percent on the first twenty million dollars of assumed reinsurance premium, and one hundred fifty thousandths of one percent on the next twenty million dollars and fifty thousandths of one percent on the next twenty million dollars and twenty-five thousandths of one percent of each dollar thereafter of assumed reinsurance premium after that up to a maximum tax of one hundred thousand dollars. However, no reinsurance tax applies to premiums for risks or portions of risks which are subject to taxation on a direct basis pursuant to subsection (A). A premium tax is not payable in connection with the receipt of assets in exchange for the assumption of loss reserves and other liabilities of another insurer under common ownership and control if the transaction is part of a plan to discontinue the operations of the other insurer and if the intent of the parties to the transaction is to renew or maintain business with the captive insurance company.
(F) For the purposes of this section, 'common ownership and control' means:
(1) in the case of stock corporations or limited liability companies, the direct or indirect ownership of eighty percent or more of the outstanding voting stock or membership interests of two or more corporations or limited liability companies by the same shareholder or shareholders person or entity; and
(2) in the case of mutual corporations, the direct or indirect ownership of eighty percent or more of the surplus and the voting power of two or more corporations by the same member or members."
SECTION 7. Section 38-90-200 of the 1976 Code is amended to read:
"Section 38-90-200. (A) An association captive insurance company or industrial insured group formed as a stock or mutual corporation, or a limited liability company may be converted to or merged with and into a reciprocal insurer in accordance with a plan and the provisions of this section.
(B) A plan for this conversion or merger:
(1) must be fair and equitable to the:
(a) shareholders, in the case of a stock insurer,;
(b) members, in the case of a limited liability company; or
(c) the policyholders, in the case of a mutual insurer; and
(2) shall must provide for the purchase of the shares of any nonconsenting shareholder of a stock insurer, of the member interest of any nonconsenting member of a limited liability company, of the policyholder interest of any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject to the same rights and conditions as are accorded a dissenting shareholder, dissenting member, or a dissenting policyholder under pursuant to the provisions of Chapter 13 or Chapter 44, Title 33. Provided, however, that the merger of a limited liability company requires the consent of all members unless this requirement has been waived in an operating agreement signed by all of the members of the limited liability company.
(C) In the case of a conversion authorized under pursuant to the provisions of subsection (A):
(1) the conversion must be accomplished under a reasonable plan and procedure as may be approved by the director; however, the director may not approve the plan of conversion unless the plan:
(a) satisfies the provisions of subsection (B);
(b) provides for a hearing, of which notice has been given to the insurer, its directors, officers and stockholders, in the case of a stock insurer,; members and managers, in the case of a limited liability company; or policyholders, in the case of a mutual insurer, all of whom have the right to appear at the hearing, except that the director may waive or modify the requirements for the hearing; however, if a notice of hearing is required, but no hearing is requested, the director may cancel the hearing;
(c) provides for the conversion of existing stockholder, member, or policyholder interests into subscriber interests in the resulting reciprocal insurer, proportionate to stockholder, member, or policyholder interests in the stock or mutual insurer or limited liability company; and
(d) is approved;
(i) in the case of a stock insurer or limited liability company, by a majority of the shares or interests entitled to vote represented in person or by proxy at a duly called regular or special meeting at which a quorum is present;
(ii) in the case of a mutual insurer, by a majority of the voting interests of policyholders represented in person or by proxy at a duly called regular or special meeting at which a quorum is present;
(2) the director shall approve the plan of conversion if the director finds that the conversion will promote the general good of the State in conformity with those standards set forth provided in Section 38-90-60(2);
(3) if the director approves the plan the director shall amend the converting insurer's certificate of authority to reflect conversion to a reciprocal insurer and issue the amended certificate of authority to the company's attorney-in-fact;
(4) upon issuance of an amended certificate of authority of a reciprocal insurer by the director, the conversion is effective; and
(5) upon the effectiveness of the conversion the corporate existence of the converting insurer shall cease and the resulting reciprocal insurer shall notify the Secretary of State of the conversion.
(D) A merger authorized under pursuant to the provisions of subsection (A) must be accomplished substantially in accordance with the procedures set forth provided in this title except that, solely only for purposes of the merger:
(1) the plan or merger shall must satisfy subsection (B);
(2) the subscribers' advisory committee of a reciprocal insurer must be equivalent to the board of directors of a stock or mutual insurance company or the managers of a limited liability company;
(3) the subscribers of a reciprocal insurer must be the equivalent of the policyholders of a mutual insurance company;
(4) if a subscribers' advisory committee does not have a president or secretary, the officers of the committee having substantially equivalent duties are deemed considered the president and secretary of the committee;
(5) the director shall approve the articles of merger if the director finds that the merger will promote the general good of the State in conformity with those standards set forth provided in Section 38-90-60(D)(2). If the director approves the articles of merger, the director shall endorse his or her approval on the articles and the surviving insurer shall present the name to the Secretary of State at the Secretary of State's office;
(6) notwithstanding Section 38-90-40, the director may permit the formation, without surplus, of a captive insurance company organized as a reciprocal insurer, into which an existing captive insurance company may be merged for the purpose of facilitating a transaction under provided for in this section; however, there may be no more than one authorized insurance company surviving the merger;
(7) an alien insurer may be a party to a merger authorized under pursuant to the provisions of subsection (A) if the requirements for the merger between a domestic and a foreign insurer under pursuant to the provisions of Chapter 21 apply to a merger between a domestic and an alien insurer under provided by this subsection. The alien insurer must be treated as a foreign insurer under pursuant to the provisions of Chapter 21 and other jurisdictions must be the equivalent of a state for purposes of Chapter 21.
(E) A conversion or merger under pursuant to the provisions of this section has all the effects set forth in Chapter 21, to the extent these effects are not inconsistent with this chapter."
SECTION 8. This act takes effect upon approval by the Governor.
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