Florida § 628.910 - Incorporation options and requirements.

§ 628.910. Incorporation options and requirements.

(1) A pure captive insurance company may be: (a) Incorporated as a stock insurer with its capital divided into shares and held by the stockholders; or (b) Incorporated as a public benefit, mutual benefit, or religious nonprofit corporation with members in accordance with the Florida Nonprofit Corporation Act. (2) An industrial insured captive insurance company may be: (a) Incorporated as a stock insurer with its capital divided into shares and held by the stockholders; or (b) Incorporated as a mutual insurer without capital stock, the governing body of which is elected by its members. (3) A captive insurance company may not have fewer than three incorporators of whom not fewer than two must be residents of this state. (4) In the case of a captive insurance company formed as a corporation or a nonprofit corporation, before the articles of incorporation are transmitted to the Secretary of State, the incorporators shall file the articles of incorporation in triplicate with the office. The office shall promptly examine the articles of incorporation. If it finds that the articles of incorporation conform to law, it shall endorse its approval on each of the triplicate originals of the articles of incorporation, retain one copy for its files, and return the remaining copies to the incorporators for filing with the Department of State. (5) The articles of incorporation, the certificate issued pursuant to this section, and the organization fees required by the Florida Business Corporation Act or the Florida Nonprofit Corporation Act, as applicable, must be transmitted to the Secretary of State, who must record the articles of incorporation and the certificate. (6) The capital stock of a captive insurance company incorporated as a stock insurer must be issued at par value of not less than $1 or more than $100 per share. (7) In the case of a captive insurance company formed as a corporation or a nonprofit corporation, at least one of the members of the board of directors of a captive insurance company incorporated in this state must be a resident of this state. (8) A captive insurance company formed as a corporation or a nonprofit corporation, pursuant to this chapter, has the privileges and is subject to the general corporation law, including the Florida Nonprofit Corporation Act for nonprofit corporations, as applicable, as well as the applicable provisions contained in this chapter. If a conflict occurs between the general corporation law, including the Florida Nonprofit Corporation Act for nonprofit corporations, as applicable, and this chapter, the latter controls. The provisions of this title pertaining to mergers, consolidations, conversions, mutualizations, and redomestications apply in determining the procedures to be followed by a captive insurance company in carrying out any of the transactions described in such provisions, except that the office may waive or modify the requirements for public notice and hearing in accordance with rules the office may adopt addressing categories of transactions. If a notice of public hearing is required, but no one requests a hearing, the office may cancel the hearing. (9) The articles of incorporation or bylaws of a captive insurance company may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors as provided for by the Florida Business Corporation Act or the Florida Nonprofit Corporation Act.