{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-660.2","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-660.2","heading":"Effect of conversion","body":"A. On the effective date of a plan of reorganization, all of\n\nthe following occur:\n\n1. The converting mutual insurer becomes a converted stock\n\ninsurer. The amended or restated articles of incorporation and\n\nbylaws of the converting mutual insurer shall be filed with the\n\nOklahoma Insurance Commissioner as part of the plan and shall become\n\neffective on the effective date of the conversion. The Insurance\n\nCommissioner shall amend the certificate of authority of the\n\nconverting mutual insurer on the effective date of the conversion;\n\n2. All membership interests and rights in surplus of the\n\nconverting mutual insurer are extinguished and the members of the\n\nconverting mutual insurer become members of the mutual holding\n\ncompany in accordance with this act and the articles of\n\nincorporation and bylaws of the mutual holding company;\n\n3. Any owner of one or more policies of insurance, other than a\n\npolicy of reinsurance, issued by the converted stock insurer after\n\nthe effective date of the conversion and, if permitted under the\n\narticles of incorporation or bylaws of the mutual holding company,\n\nany holder of one or more policies of insurance, other than a policy\n\nof reinsurance, issued by any other insurer that is a direct or\n\nindirect subsidiary or affiliate of the mutual holding company after\n\nthe effective date of the reorganization becomes a member of the\n\nmutual holding company;\n\n4. The mutual holding company or, if created, an intermediate\n\nstock holding company acquires and shall retain all shares of the\n\nvoting stock of the converted stock insurer;\n\n5. The mutual holding company acquires and shall retain all\n\nshares of the voting stock of any intermediate stock holding\n\ncompany; and\n\n6. A converted stock insurer continues the corporate existence\n\nof the converting mutual insurer. Except as provided in the plan,\n\nthe conversion does not annul, modify or change any existing license\n\nor other authority or any of the existing civil actions, rights,\n\ncontracts or liabilities of the converting mutual insurer. The\n\nconverted stock insurer retains all property, debts and choices in\n\naction and every other interest belonging to the converting mutual\n\ninsurer before the conversion without further action needed. On and\n\nafter the effective date of the conversion, the converted stock\n\ninsurer may exercise all rights and powers conferred and shall\n\nperform all duties imposed by law on insurers writing the classes of\n\ninsurance written by the converted stock insurer, shall retain the\n\nrights and contracts of the converting mutual insurer existing\n\nimmediately before the conversion and shall be subject to all\n\nobligations and liabilities of the converting mutual insurer\n\nexisting immediately before the conversion, subject to the terms of\n\nthe plan.\n\nB. Any intermediate stock holding company created at the time\n\nof reorganization to hold the stock of the converting mutual insurer\n\nshall be incorporated under Title 18 of the Oklahoma Statutes and\n\nmay engage in any business or activity permitted by Title 18 of the\n\nOklahoma Statutes.\n\nC. The converted stock insurer and any intermediate stock\n\nholding company may issue to third parties debt securities, stock\n\nother than voting stock, and voting stock if all of the following\n\napply:\n\n1. No shares of stock representing a majority of the voting\n\npower of all issued and outstanding voting stock of either the\n\nconverted stock insurer or the intermediate stock holding company,\n\nif any, are issued to third parties; and\n\n2. A majority of the voting stock of the converted stock\n\ninsurance company is at all times owned by the mutual holding\n\ncompany or by the intermediate stock holding company, a majority of\n\nwhose voting stock is held by the mutual holding company, and such\n\nmajority interest in the converted stock insurance company and any\n\nintermediate stock holding company is not conveyed, transferred,\nies; and\n\n2. A majority of the voting stock of the converted stock\n\ninsurance company is at all times owned by the mutual holding\n\ncompany or by the intermediate stock holding company, a majority of\n\nwhose voting stock is held by the mutual holding company, and such\n\nmajority interest in the converted stock insurance company and any\n\nintermediate stock holding company is not conveyed, transferred,\n\nassigned, pledged, subjected to a security interest or lien, placed\n\nin a voting trust, encumbered or otherwise hypothecated or alienated\n\nby the mutual holding company or by the intermediate stock holding\n\ncompany. Any conveyance, transfer, assignment, pledge, security\n\ninterest, lien, placement in a voting trust, encumbrance or\n\nhypothecation or alienation of, in or on a majority of the voting\n\nshares of the converted stock insurer or the intermediate stock\n\nholding company in violation of this paragraph is void in inverse\n\nchronological order as to the shares necessary to constitute a\n\nmajority of such voting stock.\n\nD. Unless otherwise specified in the plan, the directors and\n\nofficers of the converting mutual insurer shall serve as directors\n\nand officers of the mutual holding company, any intermediate stock\n\nholding company and the converted stock insurer until new directors\n\nand officers are elected.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"0ec40d4bef8f73174a71f955ae0982a76568c8bc9149bb1966d271d9ff4b707f","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-660.13","next":"us-ok/okla.-stat.-tit.-36-36-660.3"},"notice":"GroundRules: Original legal text. Not legal advice."}