{"data":{"id":"us-ky/krs-304.49-180","jurisdiction":"us-ky","citation":"KRS 304.49-180","heading":"Conversion or merger of consortium captive insurer or industrial","body":"insurer group into reciprocal insurer -- Plan of conversion or merger -- Other\nconditions.\n(1) A consortium captive insurer or industrial insured group formed as a stock or\nmutual corporation or other legal or statutory entity may be converted to or merged\nwith and into a reciprocal insurer in accordance with a plan therefor and the\nprovisions of this section.\n(2) Any plan for such conversion or merger shall be fair and equitable to th e\nshareholders, in the case of a stock insurer, or the policyholders, in the case of a\nmutual insurer.\n(3) In the case of a conversion authorized under subsection (1) of this section:\n(a) The conversion shall be accomplished under any reasonable plan and\nprocedure approved by the commissioner, but the commissioner shall not\napprove any plan of conversion unless the plan:\n1. Satisfies the provisions of subsection (2) of this section;\n2. Provides for a hearing, of which notice has been given to the insurer, i ts\ndirectors, officers, and stockholders, in the case of a stock insurer, or\npolicyholders, in the case of a mutual insurer, all of whom shall have the\nright to appear at the hearing, except that the commissioner may waive\nor modify the requirements for th e hearing, provided that if a notice of\nhearing is required, but no hearing is requested, the commissioner may\ncancel the hearing;\n3. Provides for the conversion of existing stockholder or policyholder\ninterests into subscriber interests in the resulting r eciprocal insurer,\nproportionate to stockholder or policyholder interests in the stock or\nmutual insurer; and\n4. Is approved:\na. In the case of a stock insurer, by a majority of the shares entitled to\nvote represented in person or by proxy at a duly called  regular or\nspecial meeting at which a quorum is present;\nb. In the case of a mutual insurer, by a majority of the voting interests\nof policyholders represented in person or by proxy at a duly called\nregular or special meeting at which a quorum is present;\n(b) The commissioner shall approve the plan of conversion if the commissioner\nfinds that the conversion will promote the general good of the state in\nconformity with those standards set forth in KRS 304.49-060(7);\n(c) If the commissioner approves the plan , the commissioner shall amend the\nconverting insurer's certificate of authority to reflect conversion to a reciprocal\ninsurer and issue an amended certificate of authority to the company's\nattorney-in-fact;\n(d) Upon the issuance of an amended certificate of authority of a reciprocal\ninsurer by the commissioner, the conversion shall be effective; and\n(e) Upon the effectiveness of the conversion, the corporate existence of the\nconverting insurer shall cease and the  resulting reciprocal insurer shall notify\nthe Secretary of State of the conversion.\n(4) A merger authorized under subsection (1) of this section shall be accomplished\nsubstantially in accordance with the procedures set forth in KRS 304.24-390, except\nthat, solely for purposes of the merger:\n(a) The plan of merger shall satisfy the provisions of subsection (2) of this\nsection;\n(b) The subscribers' advisory committee of a reciprocal insurer shall be equivalent\nto the board of directors of a stock or mutual insurer;\n(c) The subscribers of a reciprocal insurer shall be the equivalent of the\npolicyholders of a mutual insurer;\n(d) If a subscribers' advisory committee does not have a president or secretary, the\nofficers of the committee having substantially equiva lent duties shall be\ndeemed the president or secretary of the committee;\n(e) The commissioner may, upon request of an insurer party to a merger\nauthorized under subsection (1) of this section, waive the requirement of KRS\n304.24-390(4);\n(f) The commissione r shall approve the articles of merger if the commissioner\nfinds that the merger will promote the general good of the state in conformity\nwith those standards set forth in KRS 304.49 -060(7). If the commissioner\napproves the articles of merger, the commissi oner shall indorse his or her\napproval thereon and the surviving insurer shall present and file them with the\nSecretary of State;\n(g) Notwithstanding KRS 304.49 -040, the commissioner may permit the\nformation, without surplus, of a captive insurer organized  as a reciprocal\ninsurer, into which an existing captive insurer may be merged for the purpose\nof facilitating a transaction under this section; however, there shall be no more\nthan one (1) authorized insurer surviving the merger; and\n(h) An alien insurer may be a party to a merger authorized under subsection (1) of\nthis section, provided that the requirements for a merger between a domestic\nand a foreign insurer under KRS 304.24-390 shall apply to a merger between a\ndomestic and an alien insurer under this  subsection. The alien insurer shall be\ntreated as a foreign insurer under KRS 304.24 -390 and the other jurisdictions\nshall be the equivalent of a state for purposes of KRS 304.24-390.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=30235","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:00Z","sha256":"acc39ac1dea9280eab9a3a585d928f51c0e13316acfed889e9e01331d8e80930","source_id":"us-ky","stale":false,"prev":"us-ky/krs-304.49-170","next":"us-ky/krs-304.49-190"},"notice":"GroundRules: Original legal text. Not legal advice."}