Florida § 629.291 - Merger or conversion.

§ 629.291. Merger or conversion.

(1) A reciprocal insurer, upon affirmative vote of not less than two-thirds of its subscribers who vote on such merger pursuant to due notice, and subject to approval by the office of the terms therefor, may merge with another reciprocal insurer or be converted to a stock or mutual insurer, to be thereafter governed by the applicable sections of the Florida Insurance Code. However, a domestic stock insurer may not convert to a reciprocal insurer. (2) A plan to merge a reciprocal insurer with another reciprocal insurer or for conversion of the reciprocal insurer to a stock or mutual insurer must be filed with the office on forms adopted by the office and must contain such information as the office reasonably requires to evaluate the transaction. (3) The office shall not approve any plan for such merger or conversion which is inequitable to subscribers or which, if for conversion to a stock insurer, does not give each subscriber preferential right to acquire stock of the proposed insurer proportionate to his or her interest in the reciprocal insurer, as determined in accordance with s. 629.281, and a reasonable length of time within which to exercise such right. (4) Reinsurance of all or substantially all of the insurance in force of a domestic reciprocal insurer in another insurer is deemed to be a merger for the purposes of this section. (5)(a) An assessable reciprocal insurer may convert to a nonassessable reciprocal insurer if: 1. The subscribers’ advisory committee approves the conversion; 2. The attorney in fact submits the application for conversion on the required application form; and 3. The office finds that the application for conversion meets the minimum statutory requirements. (b) If the office approves the application for conversion, the assessable reciprocal insurer may convert to a nonassessable reciprocal insurer by: 1. Extinguishing the contingent liability of subscribers under all policies then in force in this state; 2. Omitting contingent liability provisions in all policies delivered or issued in this state after the conversion; and 3. Otherwise extinguishing the contingent liability of all of its subscribers. However, if the reciprocal insurer is transacting insurance as an authorized insurer in another state and that state’s laws require the insurer to issue policies with contingent liability provisions, the insurer may issue contingent liability policies in that other state.