Colorado § 10-3-101 - Formation of insurance companies.

§ 10-3-101. Formation of insurance companies.

(1) Whenever any number of persons associate to form an insurance company for any of the purposes named in section 10-3-102, they shall submit articles of incorporation to the commissioner and attorney general for examination. After being approved by the commissioner and the attorney general, the articles shall be filed in the office of the secretary of state, who shall issue a certificate of incorporation. A copy of such articles, certified by the secretary of state, shall be filed with the commissioner. Any filings made pursuant to this subsection (1) may be in an electronic format.

(2) When not less than the amount required by section 10-3-201 has been paid in by the incorporators and deposited with the commissioner, as provided for in this title (except article 15) and article 14 of title 24, C.R.S., the commissioner shall cause an examination to be made either by the commissioner or some disinterested person especially appointed by the commissioner for the purpose, who shall certify that said provisions have been complied with by said company, as far as applicable thereto. Such certificate shall be filed in the office of the commissioner, who shall thereupon deliver to such company a certified copy thereof, which, together with a copy of the articles of incorporation, shall be filed in the office of the recorder of deeds of the county wherein the company is to be located, before the authority to commence business is granted. Any filings required to be made with the commissioner pursuant to this subsection (2) may be in an electronic format.

(3) Whenever any such corporation thereafter desires to amend its articles of incorporation, it shall file its certificate of amendment with the commissioner before filing the same with the secretary of state, and if the commissioner, with the advice of the attorney general, finds the same to be legally adopted and in due legal form and not in conflict with the provisions of law governing such companies, then and not otherwise such certificate of amendment shall be filed with the secretary of state. Filings required pursuant to this subsection (3) may be in an electronic format.

(4) To supplement the examination powers of the commissioner, as provided in this article, the commissioner may request or require a company, entity, or applicant, or the company, entity, or applicant may make a request to the commissioner, to be examined by independent examiners certified by the society of financial examiners, actuaries who are members of the American academy of actuaries, or other qualified loss reserve specialists, independent risk managers, independent certified public accountants, or other qualified examiners of insurance companies deemed competent by the commissioner, or any combination of such qualified persons. The commissioner may also accept as part of his examination reports made by any qualified person pursuant to this subsection (4). Neither such persons nor members of their immediate families shall be officers of, connected with, or financially interested in the entity, company, or applicant being examined other than as policyholders, nor shall they be financially interested in any other corporation or person affected by the examination, investigation, or hearing. The commissioner shall establish guidelines for assuring the neutrality of those persons to be authorized to supplement the examination procedures authorized in this article. The reasonable expenses and charges of such persons so retained or designated shall be paid directly by the company, entity, or applicant to any such outside authorized examiner.

Source: L. 13: p. 345, § 30. L. 15: p. 269, § 1. L. 21: p. 455, § 4. C.L. § 2501. CSA: C. 87, § 28. L. 41: p. 501, § 1. CRS 53: § 72-1-42. C.R.S. 1963: § 72-1-42. L. 89: (4) added, p. 432, § 2, effective June 7. L. 91: (4) amended, p. 1242, § 3, effective July 1. L. 92: (2) amended, p. 1535, § 22, effective May 20. L. 2004: (1), (2), and (3) amended, p. 1058, § 3, effective July 1. L. 2012: (2) amended, (HB 12-1266), ch. 280, p. 1501, § 18, effective July 1.

Cross references: For the necessity of certificate of authority to do insurance business, see § 10-3-105.

ANNOTATION

This section is distinct from the law governing the incorporation of other companies, and this section rules the organization of insurance companies wherever in conflict with other provisions relating to the incorporation of stock companies. Greiger v. Salzer, 63 Colo. 167, 165 P. 240 (1917).

It was enacted to safeguard the rights of those taking policies in insurance companies and beneficiaries thereunder. The legislative idea manifestly was to prevent any company from lightly and prematurely assuming liability imposed by the issuance of policies of insurance. Greiger v. Salzer, 63 Colo. 167, 165 P. 240 (1917).

Under this section no company may issue a policy until after the statutory conditions have been complied with. Greiger v. Salzer, 63 Colo. 167, 165 P. 240 (1917).

The "business" which an insurance company may not transact until this section is complied with is clearly the business for which it was created, i.e., the writing of insurance. Not only is this the reasonable interpretation of the section itself but that interpretation is put beyond question by § 10-3-105, which limits the prohibition to "insurance business". Colo. Life Ins. Co. v. Madden, 73 Colo. 504, 216 P. 551 (1923).

Until payment of the deposit required by this section, a company organized as an insurance company has no legal capacity. Lucero v. Colo. Life Ins. Co., 67 Colo. 322, 184 P. 379 (1919).