Alabama § 27-27-44 - Conversion of Mutual Insurer into Stock Insurer.

§ 27-27-44. Conversion of Mutual Insurer into Stock Insurer.

(a) A mutual insurer may become a stock insurer under such plan and procedure as may be approved by the commissioner after a hearing thereon.

(b) The commissioner shall not approve any such plan or procedure unless:

(1) It is equitable to the insurer’s members;

(2) It is subject to approval by vote of not less than three-fourths of the insurer’s current members voting thereon in person, by proxy, or by mail at a meeting of members called for the purpose pursuant to such reasonable notice and procedure as may be approved by the commissioner; if a life insurer, right to vote may be limited to members who hold policies other than term or group policies and whose policies have been in force for not less than one year;

(3) The equity of each policyholder in the insurer is determinable under a fair formula approved by the commissioner, which such equity shall be based upon not less than the insurer’s entire surplus, after deducting contributed or borrowed surplus funds, plus a reasonable present equity in its reserves and in all nonadmitted assets;

(4) The policyholders entitled to participate in the purchase of stock or distribution of assets shall include all current policyholders and all existing persons who had been policyholders of the insurer within three years prior to the date such plan was submitted to the commissioner;

(5) The plan gives to each policyholder of the insurer, as specified in subdivision (b)(4) of this section, a preemptive right to acquire his proportionate part of all of the proposed capital stock of the insurer, within a designated reasonable period, and to apply upon the purchase thereof the amount of his equity in the insurer as determined under subdivision (b)(3) of this section;

(6) Shares are so offered to policyholders at a price not greater than to be thereafter offered to others;

(7) The plan provides for payment to each policyholder not electing to apply his equity in the insurer for, or upon, the purchase price of stock to which preemptively entitled of cash in the amount of his equity not so used for the purchase of stock, and which cash payment, together with stock so purchased, if any, shall constitute full payment and discharge of the policyholder’s equity as an owner of such mutual insurer; and

(8) The plan, when completed, would provide for the converted insurer paid-in capital stock in an amount not less than the minimum paid-in capital required of a domestic stock insurer transacting like kinds of insurance, together with surplus funds in amount not less than one-half of such required capital.