KRS 304.24-430: Voluntary dissolution.

(1) A solvent domestic stock or mutual insurer, which then is not the subject of a

delinquency proceeding under Subtitle 33 of this chapter, may voluntarily dissolve

under a plan therefor in writing authorized by its board of directors, approved or

adopted by stockholders or members as hereinafter provided, and filed with and

approved by the commissioner. The plan shall provide for the disposition, by bulk

reinsurance or other lawful procedure, of all insurance in force in the insurer, for

full discharge of all obligations of the insurer, and designate or provide for trustees

to conduct and administer the settlement of the insurer's affairs.

(2) The commissioner shall approve the plan unless found by him or her to be unlawful

or unfair or inequitable or prejudicial to the interests of stockholders, policyholders,

or creditors.

(3) If a mutual insurer, the plan must have been approved by vote of not less than two -

thirds (2/3) of the policyholders voting thereon at a special meeting of such

policyholders called and held for the purpose pursuant to such reasonable notice and

information as the commissioner may have approved.

(4) If a stock insurer, the plan must have been adopted by vote of not less than two -

thirds (2/3) of all outstanding voting securities of the in surer at a special meeting of

such security holders called and held for the purpose.

(5) Following approval of the dissolution and plan therefor by members or adoption

thereof by stockholders as above provided, and approval by the commissioner, the

trustees designated or provided for in the plan shall proceed to execute the plan.

When all liabilities of the corporation have been discharged or otherwise adequately

provided for, and all assets of the corporation have been liquidated and distributed

in accordance with the plan, the trustees shall so certify in quadruplicate under oath

in writing. The trustees shall deliver the original and the three (3) copies of such

certificate to the commissioner. The commissioner shall make such examination of

the affairs of the corporation, and of the liquidation and distribution of its assets and

discharge of or provision for its liabilities as the commissioner deems advisable. If

upon such examination the commissioner finds that the facts set forth in the

certificate of t he trustees are true, the commissioner shall inscribe his or her

approval on the certificate, file the original thereof so inscribed in the office of the

Secretary of State, file copy thereof in the department, and return the remaining two

(2) copies to the trustees. The trustees shall file one (1) of such copies for recording

in the office of the county clerk of the county in which the corporation's principal

place of business is located, and retain the fourth copy for the corporate files.

(6) Upon filing the certificate of the trustees with the Secretary of State as provided in

subsection (5) of this section, the Secretary of State shall issue to the trustees his or

her certificate of dissolution, and the corporate existence of the corporation shall

thereupon forever terminate. The Secretary of State shall charge and collect a fee of

twenty-five dollars ($25) for the filing of the trustee's certificate, and shall deposit

the same with the State Treasurer for credit to the general fund.