Indiana § 27-13-43-5 - Provisional credentialing for physicians; conditions

§ 27-13-43-5. Provisional credentialing for physicians; conditions

Sec. 5. (a) As used in this section, "physician" refers to an individual who:

(1) is licensed under IC 25-22.5;

(2) has been granted reciprocity by the medical licensing board of Indiana under IC 25-1-21 before July 1, 2026; or

(3) is licensed in a state that has enacted the interstate medical licensure compact.

(b) If a physician who is fully credentialed by a health maintenance organization:

(1) leaves the employment of an employer and becomes employed with another employer in Indiana; or

(2) establishes or relocates a medical practice in Indiana;

the health maintenance organization shall provisionally credential the physician for the time frame set forth in subsection (c).

(c) A physician under subsection (b) must be provisionally credentialed:

(1) for sixty (60) days after the physician's separation from employment or the establishment or relocation of the medical practice; or

(2) until the physician is fully credentialed by the health maintenance organization;

whichever is earlier.

(d) Notwithstanding section 2(j) of this chapter, a health maintenance organization shall reimburse a physician who is provisionally credentialed under this section for services rendered while the physician was provisionally credentialed at the rates determined by:

(1) the agreement between the physician's new employer and the health maintenance organization relating to terms and conditions of reimbursement; or

(2) if:

(A) the physician's new employer has not entered into an agreement with the health maintenance organization relating to the terms and conditions of reimbursement; or

(B) the physician established or relocated a medical practice;

the agreement between the physician and the health maintenance organization relating to terms and conditions of reimbursement that was in effect at the time of the physician's separation from employment or the establishment or relocation of the medical practice.

As added by P.L.215-2025, SEC.66.

IC 27-14ARTICLE 14. REPEALEDRepealed by P.L.226-2023, SEC.29.

IC 27-14.5ARTICLE 14.5. MUTUAL INSURANCE HOLDING COMPANY LAW

Ch. 1.General Provisions and Definitions Ch. 2.Mutual Insurance Company Reorganization Ch. 3.Issuance of Capital Stock Ch. 4.Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan Ch. 5.Mutual Insurance Holding Companies Ch. 6.Miscellaneous Provisions

IC 27-14.5-1Chapter 1. General Provisions and Definitions

27-14.5-1-1Reference to article 27-14.5-1-2Repeal of former law 27-14.5-1-3Intended effect of this article 27-14.5-1-4Definitions for article 27-14.5-1-5"Acting in concert" 27-14.5-1-6"Adoption date" 27-14.5-1-7"Affiliate" 27-14.5-1-8"Applicant" 27-14.5-1-9"Associate" 27-14.5-1-10"Commissioner" 27-14.5-1-11"Company" 27-14.5-1-12"Effective date" 27-14.5-1-13"Eligible member" 27-14.5-1-14"Employee benefit plan" 27-14.5-1-15"Entity" 27-14.5-1-16"Immediate family" 27-14.5-1-17"Intermediate stock holding company" 27-14.5-1-18"Member" 27-14.5-1-19"Member's interest" 27-14.5-1-20"Mutual insurance company" 27-14.5-1-21"Mutual insurance holding company" 27-14.5-1-22"Participating policy" 27-14.5-1-23"Person" 27-14.5-1-24"Plan" 27-14.5-1-25"Plan of reorganization" 27-14.5-1-26"Plan to issue stock" 27-14.5-1-27"Policy" 27-14.5-1-28"Reorganized insurer" 27-14.5-1-29"Subsidiary" 27-14.5-1-30"Voting capital stock"

IC 27-14.5-1-1Reference to article Sec. 1. This article may be referred to as the Indiana mutual insurance holding company law.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-2Repeal of former law Sec. 2. (a) This article replaces IC 27-14, as repealed by HEA 1329-2023.

(b) The repeal of IC 27-14 does not affect the validity of any mutual insurance company reorganization that was approved under IC 27-14. Any existing mutual insurance holding company and any related intermediate stock holding company or reorganized insurer created or reorganized under IC 27-14 (before its repeal) are:

(1) governed by this article after April 30, 2023; and

(2) considered created or reorganized as of the date the mutual insurance holding company, related intermediate stock holding company, or reorganized insurer was created or reorganized, as applicable, under IC 27-14.

As added by P.L.226-2023, SEC.30. Amended by P.L.9-2024, SEC.489.

IC 27-14.5-1-3Intended effect of this article Sec. 3. (a) This article is intended to enable mutual insurance companies to seek additional capital more effectively to:

(1) enhance their financial strength and flexibility;

(2) support long term growth internally and through mergers and acquisitions; and

(3) expand and enhance the domestic insurance companies of this state.

(b) This article provides an alternative organizational structure to help strengthen the Indiana mutual insurance industry by permitting mutual insurance companies to:

(1) reorganize into a mutual insurance holding company structure; and

(2) raise capital through the sale of capital stock.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-4Definitions for article Sec. 4. The definitions set forth in this chapter apply throughout this article.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-5"Acting in concert" Sec. 5. (a) Subject to subsection (b), "acting in concert" means:

(1) a knowing participation in a joint activity whether or not under an express agreement;

(2) interdependent conscious parallel action toward a common goal under an express agreement or otherwise; or

(3) a combination or pooling of voting interests or other interests in the securities of any person for a common purpose under any contract, understanding, relationship, agreement, or other arrangement, written or otherwise.

(b) An employee benefit plan is acting in concert with:

(1) its trustee; or

(2) a person who serves in a capacity similar to a trustee;

solely for the purpose of determining whether capital stock held by the trustee or the person in a similar capacity and capital stock held by the plan will be aggregated.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-6"Adoption date" Sec. 6. "Adoption date" means, with respect to a plan, the date on which the board of directors approves a plan of reorganization or a plan to issue stock.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-7"Affiliate" Sec. 7. "Affiliate" means a person who, directly or indirectly:

(1) controls;

(2) is controlled by; or

(3) is under common control with;

another person.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-8"Applicant" Sec. 8. "Applicant" means, with respect to a plan, a person that has submitted a plan to the commissioner under this article.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-9"Associate" Sec. 9. (a) Subject to subsection (b), "associate" means any of the following:

(1) With respect to a particular person, corporation, business entity, or other organization (other than the applicant or an affiliate of the applicant) for which the person is:

(A) an officer;

(B) a partner; or

(C) directly or indirectly the beneficial owner of at least ten percent (10%) of any class of equity securities.

(2) With respect to an individual who is a director or an officer of the applicant or of any of the applicant's affiliates, a:

(A) spouse; or

(B) member of the immediate family sharing the same household.

(3) With respect to a particular person, a trust or other estate in which the person has a substantial beneficial interest or for which the person serves as trustee or in a similar fiduciary capacity.

(b) The term does not apply to a person that:

(1) has a beneficial interest in; or

(2) serves as a trustee or in a similar fiduciary capacity for;

an employee benefit plan.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-10"Commissioner" Sec. 10. "Commissioner" refers to the insurance commissioner appointed under IC 27-1-1-2.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-11"Company" Sec. 11. "Company" means any of the following:

(1) A mutual insurance company.

(2) A mutual insurance holding company.

(3) An intermediate stock holding company.

(4) A reorganized insurer.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-12"Effective date" Sec. 12. "Effective date" means, with respect to a plan, the date on which the plan becomes effective under this article.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-13"Eligible member" Sec. 13. "Eligible member" means, with respect to a plan, a person who is a member of a mutual insurance company or mutual insurance holding company, as applicable, on the adoption date of a plan and:

(1) solely for purposes of receipt of notice of and voting at a meeting of members on a plan of reorganization, continues to be a member of the mutual insurance company on the record date for the meeting of members; or

(2) solely for purposes of eligibility to receive stock subscription rights, if any, under a plan to issue stock, continues to be a member of the mutual insurance company or mutual insurance holding company, as applicable, on the date the commissioner approves the plan to issue stock.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-14"Employee benefit plan" Sec. 14. "Employee benefit plan" means an employee benefit plan established by a mutual insurance holding company or by one (1) or more of the subsidiaries of a mutual insurance holding company for the sole benefit of its:

(1) employees; or

(2) sales agents.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-15"Entity" Sec. 15. "Entity" has the meaning set forth in IC 23-0.5-1.5-8.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-16"Immediate family" Sec. 16. "Immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law, or sister-in-law. The term includes adoptive relationships.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-17"Intermediate stock holding company" Sec. 17. "Intermediate stock holding company" means an entity, other than a reorganized insurer and its subsidiaries, that:

(1) is owned entirely or in part, directly or indirectly, by a mutual insurance holding company; and

(2) directly or indirectly owns all or part of the capital stock of a reorganized insurer.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-18"Member" Sec. 18. "Member" means a person that, according to the:

(1) records; and

(2) articles of incorporation and bylaws;

of a mutual insurance company or mutual insurance holding company, as applicable, is a member or policyholder of the mutual insurance company or mutual insurance holding company, as applicable, with voting rights.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-19"Member's interest" Sec. 19. "Member's interest" means:

(1) the voting rights of a member provided by the mutual insurance company's or the mutual insurance holding company's articles of incorporation or bylaws; and

(2) the right to receive cash, stock, or other consideration in the event of a liquidation or dissolution under IC 27-1-10, conversion to a stock company under IC 27-15, or as provided by the mutual insurance company's or mutual insurance holding company's articles of incorporation or bylaws.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-20"Mutual insurance company" Sec. 20. "Mutual insurance company" means a mutual insurer that is:

(1) submitting; or

(2) subject to;

a plan of reorganization or plan to issue stock under this article.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-21"Mutual insurance holding company" Sec. 21. "Mutual insurance holding company" means a mutual insurance holding company established under IC 27-14.5-2.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-22"Participating policy" Sec. 22. "Participating policy" means a policy providing for the distribution of policy dividends.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-23"Person" Sec. 23. "Person" means any of the following:

(1) An individual.

(2) A group of individuals acting in concert.

(3) A trust.

(4) An association.

(5) A partnership.

(6) A limited liability company.

(7) A corporation.

(8) A joint venture.

(9) A government or governmental subdivision, agency, or instrumentality.

(10) Any entity.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-24"Plan" Sec. 24. "Plan" means a plan:

(1) of reorganization; or

(2) to issue stock.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-25"Plan of reorganization" Sec. 25. "Plan of reorganization" means a plan adopted under IC 27-14.5-2.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-26"Plan to issue stock" Sec. 26. "Plan to issue stock" means a plan to issue shares of stock of an intermediate stock holding company or a reorganized insurer adopted under IC 27-14.5-3.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-27"Policy" Sec. 27. "Policy" means a contract providing one (1) or more of the kinds of insurance described in IC 27-1-5-1.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-28"Reorganized insurer" Sec. 28. "Reorganized insurer" means an entity:

(1) that is a domestic stock insurance company that is owned entirely or in part by a mutual insurance holding company or an intermediate stock holding company; and

(2) the members of which:

(A) may be; or

(B) are entitled to become;

members of the mutual insurance holding company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-29"Subsidiary" Sec. 29. "Subsidiary" means, with respect to a particular person, an affiliate of the person that is controlled by the person, either:

(1) directly; or

(2) indirectly through one (1) or more intermediaries.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-1-30"Voting capital stock" Sec. 30. "Voting capital stock" means capital stock whose holder has the right to vote in the election of directors of the entity issuing the stock.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2Chapter 2. Mutual Insurance Company Reorganization

27-14.5-2-1Conditions for reorganization of a mutual insurance company; resulting subsidiaries 27-14.5-2-2Different means of reorganizing into a mutual insurance holding company 27-14.5-2-3Mutual insurance holding company must have voting power 27-14.5-2-4Required vote of board of directors in favor of plan of reorganization 27-14.5-2-5Filing of application with insurance commissioner 27-14.5-2-6Contents of plan of reorganization 27-14.5-2-7Amendment or termination of plan of reorganization 27-14.5-2-8Submission of plan of reorganization to members 27-14.5-2-9Member voting on plan of reorganization 27-14.5-2-10Notice of meeting to all members 27-14.5-2-11Required contents of proxy solicitation 27-14.5-2-12Required vote of members in favor of plan of reorganization 27-14.5-2-13Filing minutes of meeting at which plan of reorganization is approved 27-14.5-2-14Transfer of rights, liabilities, and authority to reorganized insurer 27-14.5-2-15Proceeding pending against mutual insurance company 27-14.5-2-16Reorganized insurer may retain name

IC 27-14.5-2-1Conditions for reorganization of a mutual insurance company; resulting subsidiaries Sec. 1. (a) A mutual insurance company may reorganize under this chapter as a mutual insurance holding company with one (1) or more subsidiaries if the following occur:

(1) The adoption of a plan of reorganization by the mutual insurance company's board of directors in accordance with section 4 of this chapter.

(2) The approval by the commissioner of the mutual insurance company's application for reorganization.

(3) The favorable vote of the mutual insurance company's members under sections 8 through 12 of this chapter.

(b) The subsidiaries of a mutual insurance holding company that result from a reorganization of a mutual insurance company under this chapter:

(1) must include at least one (1) stock insurance company subsidiary; and

(2) may include one (1) or more intermediate stock holding companies.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-2Different means of reorganizing into a mutual insurance holding company Sec. 2. The reorganization of a mutual insurance company or two (2) or more mutual insurance companies into a mutual insurance holding company structure under this chapter may be accomplished by any means approved by the commissioner, including the following:

(1) The establishment of at least one (1) company.

(2) The amendment or restatement of the articles and bylaws of any company.

(3) The transfer or acquisition of any or all of the assets and liabilities of any company.

(4) The transfer or acquisition of any or all of the capital stock of any company.

(5) The merger of two (2) or more companies.

(6) The merger of a mutual insurance company's members into any existing mutual insurance holding company with continued corporate existence of the reorganized mutual insurance company as a reorganized insurer.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-3Mutual insurance holding company must have voting power Sec. 3. After the effective date of the reorganization of a mutual insurance company as a mutual insurance holding company under this chapter, the mutual insurance holding company must at all times have the direct or indirect power to cast at least a majority of the votes for the election of the members of the board of directors of:

(1) each stock insurance company subsidiary; and

(2) any intermediate stock holding company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-4Required vote of board of directors in favor of plan of reorganization Sec. 4. A plan of reorganization under this chapter must be adopted by:

(1) a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company; or

(2) in the case of the formation of any intermediate stock insurance holding company that is not concurrent with the formation of the mutual insurance holding company, by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance holding company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-5Filing of application with insurance commissioner Sec. 5. Not later than ninety (90) days after the adoption of a plan of reorganization and before a vote on the plan by the members, the company adopting the plan of reorganization must file with the commissioner an application containing the following:

(1) A plan of reorganization.

(2) The form of the notice, proxy statement, and the proxy form to be used in providing notice of the plan of reorganization and soliciting the votes of members under section 11 of this chapter.

(3) A list of the officers and directors of each company that is affected by the plan of reorganization.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-6Contents of plan of reorganization Sec. 6. (a) A plan of reorganization filed with the commissioner under this chapter must include the following:

(1) A description of all significant terms of the proposed reorganization.

(2) Any plan to issue stock that may be proposed in connection with the plan of reorganization.

(3) A statement describing how the reorganization is fair and equitable to the members.

(4) With respect to participating policies and contracts of the reorganized insurer, a description of the current dividend practices of the mutual insurance company and the dividend practices to be followed by the reorganized insurer on and after the effective date of the plan of reorganization.

(5) Information sufficient to demonstrate that the financial condition of the mutual insurance company will not be diminished upon reorganization.

(6) Provisions that provide the following:

(A) Immediate membership in the mutual insurance holding company for all existing members of the mutual insurance company.

(B) A member's interest in a mutual insurance holding company may not be transferred, assigned, pledged, or alienated in any manner except in connection with a transfer, assignment, pledge, or alienation of the policy from which the member's interest is derived.

(C) A member's interest in a mutual insurance holding company will automatically terminate upon the lapse or other termination of the policy from which the member's interest is derived.

(7) Provisions for the discretionary granting of membership interests for existing or future policyholders of the reorganized insurer and any other existing or future direct or indirect stock insurance company subsidiary.

(8) Provisions to ensure that, in the event of proceedings for rehabilitation or liquidation involving a stock insurance company subsidiary of the mutual insurance holding company, the assets of the mutual insurance holding company will be available to satisfy the policyholder obligations of the stock insurance company subsidiary.

(9) The proposed articles of incorporation and bylaws of the mutual insurance holding company, intermediate stock holding company, and reorganized insurer or proposed amendments thereto as necessary to effectuate the reorganization.

(10) A certification that the plan of reorganization has been duly adopted by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company.

(11) The names, addresses, and occupational information of all corporate officers and all members of the board of directors of the proposed mutual insurance holding company.

(12) A description of any plans for the initial sale of stock of the intermediate stock holding company or reorganized insurer.

(13) With regard to a policy of the mutual insurance company in force on the effective date of a plan of reorganization, a provision that provides the policy continues to remain in force under the policy's terms as the policy of the reorganized insurer.

(14) Any other information requested by the commissioner.

(b) A plan of reorganization that is filed with the commissioner under this chapter may also include any other provision acceptable to the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-7Amendment or termination of plan of reorganization Sec. 7. A plan of reorganization that is adopted by the board of directors of the applicant may be amended or terminated by a vote of not less than two-thirds (2/3) of the members of the board of directors of the applicant:

(1) in response to the comments or recommendations of the commissioner, or any other state or federal agency or entity, before any solicitation of proxies from the members to vote on the plan of reorganization;

(2) at any time before the members vote on the plan of reorganization; or

(3) otherwise, at any time, with the consent of the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-8Submission of plan of reorganization to members Sec. 8. (a) A plan of reorganization must be submitted for approval by the members at a special or annual meeting of members held in accordance with IC 27-1-7-7.

(b) The meeting of members under subsection (a) must be held after the commissioner has approved the plan under IC 27-14.5-4.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-9Member voting on plan of reorganization Sec. 9. In accordance with IC 27-1-7-9, a member:

(1) may vote in person or by proxy; and

(2) is entitled to cast only one (1) vote on the proposed plan of reorganization, regardless of the number of policies or the amount of insurance that the member may have with the applicant or any affiliate of the applicant.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-10Notice of meeting to all members Sec. 10. All members, in accordance with IC 27-1-7-7, must be provided with notice of the meeting at which the plan of reorganization will be submitted for approval by the members in the manner outlined in the plan of reorganization approved by the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-11Required contents of proxy solicitation Sec. 11. A person soliciting a proxy from a member shall provide all members with a proxy statement that:

(1) identifies the person soliciting the proxy;

(2) informs the member of the right to vote upon the plan of reorganization and the vote required for approval;

(3) briefly describes the proposed plan of reorganization and any voting capital stock to be offered;

(4) explains the use of any new capital to be raised; and

(5) describes any employee benefit plan or stock option plan.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-12Required vote of members in favor of plan of reorganization Sec. 12. A plan of reorganization is approved under this chapter upon the affirmative vote of at least a majority of the votes cast by eligible members either in person or by proxy.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-13Filing minutes of meeting at which plan of reorganization is approved Sec. 13. Not later than thirty (30) days after the members have approved a plan of reorganization under this chapter, the applicant must file with the commissioner the minutes of the meeting at which the plan of reorganization was approved.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-14Transfer of rights, liabilities, and authority to reorganized insurer Sec. 14. The reorganized insurer to which insurance policies, contracts, and other assets and obligations are transferred in connection with a plan of reorganization under this chapter has, with respect to the insurance policies, contracts, and other assets and obligations, all rights, liabilities, and authority of the mutual insurance company that is subject to the plan of reorganization.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-15Proceeding pending against mutual insurance company Sec. 15. If a proceeding is pending against a mutual insurance company that is the subject of a plan of reorganization under this chapter:

(1) the proceeding may be continued against the reorganized insurer under its former name after the effective date of the reorganization, as if the reorganization had not occurred; or

(2) the reorganized insurer that succeeds to the mutual insurance company's business may be substituted in the proceeding for the mutual insurance company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-2-16Reorganized insurer may retain name Sec. 16. The reorganized insurer, at its discretion, may retain the name the reorganized insurer had prior to its reorganization into a mutual insurance holding company structure.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3Chapter 3. Issuance of Capital Stock

27-14.5-3-1Issuance of stock by reorganized insurer or intermediate stock holding company 27-14.5-3-2Required vote of board of directors in favor of issuing stock 27-14.5-3-3Amendment or withdrawal of plan to issue stock 27-14.5-3-4Filing of application with insurance commissioner after adoption of plan to issue stock 27-14.5-3-5Requirements for plan to issue stock 27-14.5-3-6Requirements for plan to issue stock in a public offering 27-14.5-3-7Alternative procedure for offer and sale of capital stock 27-14.5-3-8Prohibitions concerning stock 27-14.5-3-9Dividend practices of reorganized insurer

IC 27-14.5-3-1Issuance of stock by reorganized insurer or intermediate stock holding company Sec. 1. (a) Subject to subsection (c), a reorganized insurer may issue shares of any class or type of stock permitted under this title.

(b) Subject to subsection (c), an intermediate stock holding company may issue any class or type of stock permitted by the law under which the intermediate stock holding company is organized.

(c) A reorganized insurer and an intermediate stock holding company may issue shares of stock to a person or entity other than:

(1) the mutual insurance holding company of which it is a subsidiary; or

(2) an intermediate stock holding company that is a subsidiary of the mutual insurance holding company referred to in subdivision (1);

only in compliance with this chapter.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-2Required vote of board of directors in favor of issuing stock Sec. 2. A plan to issue stock under this chapter must be adopted:

(1) by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company; or

(2) in the case of a plan to issue shares of stock that is not concurrent with the formation of the mutual insurance holding company, by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance holding company and the reorganized insurer or intermediate stock holding company proposing to issue the stock.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-3Amendment or withdrawal of plan to issue stock Sec. 3. A board of directors that adopts a plan to issue stock under this chapter may amend or withdraw the plan at any time before the effective date by a vote of not less than two-thirds (2/3) of the members of the board of directors. However, after the commissioner has approved a plan to issue stock, the plan may not be amended unless the commissioner approves the amendment.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-4Filing of application with insurance commissioner after adoption of plan to issue stock Sec. 4. Not later than ninety (90) days after the adoption of a plan to issue stock, the reorganized insurer or intermediate stock holding company adopting the plan must file with the commissioner an application that contains the following:

(1) A proposed plan to issue stock.

(2) The form of notice to be sent to members informing members of the member's right to vote on the plan.

(3) The form of the proxy statement to be used to solicit the votes of members, which must include a description of the plan.

(4) The form of proxy to be solicited from members.

(5) If it is necessary to amend the current articles of incorporation or bylaws of a company that is affected by the plan, a copy of the proposed articles of amendment and amended bylaws of the company, which must comply with the requirements of IC 27-1-8.

(6) A list of the officers and directors of each company that is affected by the plan.

(7) A description of the following:

(A) The stock intended to be offered by the applicant.

(B) All shareholder rights applicable to the stock intended to be offered by the applicant.

(C) The total number of shares authorized to be issued.

(D) The estimated number of shares the applicant intends to offer.

(E) The intended date or range of dates for the offering.

(8) A list of the following:

(A) The name or names of any underwriter, syndicate member, or placement agent involved.

(B) If known by the applicant, the name or names of each person or group of persons who will control five percent (5%) or more of the total outstanding shares of the class of stock to be offered.

(C) If any of the persons listed under clause (A) or (B) is a corporation or other business entity, the name of each member of its board of directors or equivalent management body.

(9) Copies of any filings that have been made, if applicable, with the United States Securities and Exchange Commission.

(10) A description of all expenses expected to be incurred in connection with the plan to issue stock.

(11) Any other information requested by the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-5Requirements for plan to issue stock Sec. 5. A plan to issue stock that is filed with the commissioner under this chapter must do the following:

(1) Describe the reasons for and the purposes of the proposed issuance of shares of stock.

(2) Require that, after the effective date, the mutual insurance holding company must at all times have the direct or indirect power to cast at least a majority of the votes for the election of the members of the board of directors of the reorganized insurer and any intermediate stock holding company.

(3) Provide that the aggregate total number of shares of stock that may be purchased by the directors and officers of the mutual insurance holding company and its subsidiaries and associates may not exceed thirty percent (30%) of the total number of shares of stock to be issued, not including any shares attributed to the officers and directors and their associates but held by one (1) or more tax-qualified employee benefit plans.

(4) Provide that the aggregate total number of shares of stock that may be purchased by:

(A) a single director or officer of the mutual insurance holding company or the subsidiaries of the mutual insurance holding company;

(B) associates of a person referred to in clause (A); and

(C) persons acting in concert with a person referred to in clause (A) or (B);

may not exceed five percent (5%) of the total number of shares to be issued under the plan, not including any shares attributed to the officers and directors and their associates but held by one (1) or more tax-qualified employee benefit plans.

(5) Provide that a director, officer, agent, or employee of the mutual insurance holding company or its subsidiaries, or an associate of a director, officer, agent, or employee may not receive any fee, commission, or other valuable consideration for aiding, promoting, or assisting in the issuance of stock under this section, except for:

(A) compensation as provided for in the plan and approved by the commissioner;

(B) the person's usual, regular salary or compensation; and

(C) reasonable fees and compensation paid to an individual who is an attorney, accountant, or actuary for services performed in the individual's independent practice, even if the individual is also a director, officer, agent, or employee of the mutual insurance holding company or its subsidiaries.

(6) Describe:

(A) how the offering price of the stock to be sold was established; or

(B) the method by which the offering price will be determined.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-6Requirements for plan to issue stock in a public offering Sec. 6. A plan to issue stock in a public offering (other than an offering in a private placement or solely in connection with a consolidation, merger, share exchange, or other business combination or an offering of stock in connection with an employee benefit plan or under a stock option plan) must do the following:

(1) Provide for each eligible member to receive, without payment, nontransferable subscription rights to purchase a portion of the stock of the applicant and describe how the offering price of the stock that may be purchased was established or the method by which that price will be determined, except that subscription rights need not be granted to an eligible member who resides in a foreign country or other jurisdiction for which the commissioner determines that any registration, qualification, or filing requirements would be impracticable or unduly burdensome for reasons of cost or otherwise.

(2) Specify how subscription rights are to be allocated in whole shares of stock among the eligible members.

(3) Provide a fair and equitable means for allocating shares of stock in the event of an over-subscription to the shares by eligible members exercising subscription rights received under this chapter.

(4) Provide that any portion of shares not subject to subscription rights and any shares of stock not subscribed to by eligible members exercising subscription rights received under this chapter, or not subscribed to by an employee benefit plan or by directors, officers, and employees exercising subscription rights, will be sold:

(A) in a public offering through an underwriter;

(B) through private placement; or

(C) by any other method approved by the commissioner that is fair and equitable to members.

(5) Require a person that exercises subscription rights to:

(A) purchase at least a minimum number of shares of stock; or

(B) a minimum dollar amount of shares of stock.

(6) Require that a majority of the members of the board of directors of the mutual insurance holding company must be persons who are not officers or employees of the mutual insurance holding company or any of its subsidiaries, unless this requirement is waived by the commissioner upon a showing of good cause.

(7) Require that at least three (3) members of the board of directors of the:

(A) intermediate stock holding company; or

(B) reorganized insurer if there is no intermediate stock holding company;

of the mutual insurance holding company must be persons who are not officers or employees of the mutual insurance holding company or any of its subsidiaries, unless this requirement is waived by the commissioner upon a showing of good cause.

(8) Provide that the mutual insurance holding company will adopt articles of incorporation or articles of amendment that include a provision prohibiting the mutual insurance holding company from waiving any dividends from its subsidiaries except:

(A) under conditions specified in the articles of incorporation; and

(B) after approval of the waiver by the board of directors of the mutual insurance holding company and by the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-7Alternative procedure for offer and sale of capital stock Sec. 7. A reorganized insurer or intermediate stock holding company may offer and sell voting capital stock without complying with sections 2 through 6 of this chapter if the board of directors of the reorganized insurer or intermediate stock holding company approves the offer and sale and each of the following conditions are satisfied:

(1) The offer is not the first offering of voting capital stock by the reorganized insurer or intermediate stock holding company to a person or persons other than a mutual insurance holding company or intermediate stock holding company.

(2) The stock that is to be offered and sold is:

(A) listed or approved for listing upon notice of issuance on the New York Stock Exchange, the Nasdaq Stock Market, LLC, or any other exchange approved and designated by the commissioner; or

(B) of senior rank or substantially equal rank to stock of the same issuer that is listed or designated under clause (A).

(3) The reorganized insurer or intermediate stock holding company intending to make the offering delivers to the commissioner, at least thirty (30) days before commencing the offering, a notice containing the following information:

(A) The name of the entity intending to make the offering and the affiliated mutual insurance holding company.

(B) The total number and type of shares that are intended to be offered.

(C) The intended date of the sale and whether the sale will be by an underwritten public offering, a private offering, or otherwise.

(D) The exchanges on which the shares (or shares of junior or substantially equal rank) are listed, or the national market systems on which the shares are designated (demonstrating compliance with subdivision (2)), together with the symbols under which the shares are traded.

(E) A record of the trading price and trading volume of the previously issued voting capital stock shares during the immediately preceding fifty-two (52) weeks or shorter period of time if trading for a shorter period of time.

(4) The commissioner does not issue a written objection to the offering and sale of voting capital stock under this section without compliance with sections 2 through 6 of this chapter within twenty (20) days after the commissioner receives the notice filed under subdivision (3).

(5) The offer and sale of stock is completed not more than one hundred eighty (180) days after the commissioner receives the notice filed under subdivision (3), except as otherwise provided by order of the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-8Prohibitions concerning stock Sec. 8. A mutual insurance holding company and its subsidiaries and affiliates may not do any of the following:

(1) Lend funds to any person to finance the purchase of stock in a stock offering by a mutual insurance holding company or any of its subsidiaries.

(2) Pay commissions, "special fees", or other special or extraordinary compensation to officers, directors, interested persons, or affiliates for arranging, promoting, aiding, assisting, or participating in the structure or placement of a stock offering by the mutual insurance holding company or any of its subsidiaries, except to the extent permitted under section 5(5) of this chapter.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-3-9Dividend practices of reorganized insurer Sec. 9. (a) This section does not apply to the payment of dividends, savings, or unabsorbed premium deposits allowed or returned as set forth in IC 27-7-2-37.5 or other similar programs permitted or filed in other states.

(b) The reorganized insurer must obtain approval by the commissioner of the dividend practices with respect to participating policies and contracts in force as of the effective date of the reorganization to be followed by the reorganized insurer as set forth in IC 27-14.5-2-6(4) if the dividend practices of the reorganized insurer will be different from the dividend practices of the mutual insurance company.

(c) The commissioner may require the establishment of a closed block or other mechanism that the commissioner finds to be fair for the protection of mutual insurance company policyholder dividends.

(d) The dividend practices of the reorganized insurer, the requirement to establish a closed block or other mechanism, if any, or the terms of the closed block, may be modified after approval under subsection (b) or subsequent to a reorganization under IC 27-14.5-2 only with the prior approval of the commissioner on application of the reorganized insurer.

(e) Neither an intermediate stock holding company nor a reorganized insurer may pay dividends or make other distributions with respect to its stock or its shareholders if the reorganized insurer has failed to pay policyholder dividends in compliance with the dividend practices approved by the commissioner in accordance with this section.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4Chapter 4. Public Hearing, Public Comment, Commissioner Approval, and Effective Date of Plan

27-14.5-4-1Insurance commissioner approval of plan of reorganization 27-14.5-4-2Public hearing or opportunity for public comment on plan of reorganization 27-14.5-4-3Written notice of public hearing or public comment period 27-14.5-4-4Public hearing 27-14.5-4-5Deadline for insurance commissioner decision on plan of reorganization 27-14.5-4-6Insurance commissioner findings upon which plan of reorganization may be disapproved 27-14.5-4-7Insurance commissioner to inform applicant of decision on plan of reorganization 27-14.5-4-8Expiration of approval 27-14.5-4-9Compliance with law on formation of domestic insurance companies 27-14.5-4-10Amendment of articles of incorporation under plan of reorganization 27-14.5-4-11Prerequisites to issuance of permit and certificate of authority 27-14.5-4-12When plan of reorganization or plan to issue stock is effective 27-14.5-4-13Insurance commissioner authority to hire experts in reviewing application

IC 27-14.5-4-1Insurance commissioner approval of plan of reorganization Sec. 1. Not more than sixty (60) days after the filing of a plan of reorganization that:

(1) is complete; and

(2) does not include a plan to issue stock;

the commissioner shall approve the plan without holding a hearing unless the commissioner concludes that one (1) or more of the findings listed in section 6 of this chapter is likely to be made.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-2Public hearing or opportunity for public comment on plan of reorganization Sec. 2. Not more than sixty (60) days after:

(1) the filing of a plan of reorganization that:

(A) is complete; and

(B) includes a plan to issue stock; or

(2) the filing of an application with respect to a plan to issue stock that is:

(A) complete; and

(B) filed sometime after the consummation of an approved plan of reorganization;

the commissioner may, if deemed necessary because the commissioner believes that one (1) or more of the findings listed in section 6 of this chapter may be made, conduct a public hearing or allow public comment for a period of not more than sixty (60) days to afford interested persons an opportunity to present information, views, arguments, or comments in regard to the proposed plan.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-3Written notice of public hearing or public comment period Sec. 3. (a) If the commissioner deems that a public hearing or public comment period is necessary, the commissioner shall provide written notice of a hearing or comment period held under this chapter at least thirty (30) days before the hearing or sixty (60) days before the end of the comment period by publication in:

(1) a newspaper of general circulation in the city of Indianapolis;

(2) a newspaper of general circulation in the city in which the principal office of the applicant is located; and

(3) a newspaper of general circulation in any other city or cities that the commissioner deems appropriate.

The commissioner may provide written notice of the hearing or comment period by other means and to persons that the commissioner deems appropriate.

(b) The notice provided under this section must:

(1) refer to the applicable statutory provisions;

(2) state the:

(A) date, time, and location of the hearing; or

(B) means by which comments may be submitted; and

(3) include a brief statement of the subject of the hearing or comment period.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-4Public hearing Sec. 4. At a hearing held under this chapter:

(1) any interested person may appear;

(2) any interested person may:

(A) file a written statement; or

(B) make an oral presentation; and

(3) at the discretion of the commissioner or the commissioner's appointee, testimony may be taken under oath or by affirmation.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-5Deadline for insurance commissioner decision on plan of reorganization Sec. 5. The commissioner shall approve or disapprove any plan submitted under this article on or before the later of:

(1) thirty (30) days after a hearing or comment period held under this chapter; or

(2) thirty (30) days after the commissioner accepts the application relating to the plan.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-6Insurance commissioner findings upon which plan of reorganization may be disapproved Sec. 6. The commissioner shall approve a plan submitted under this article unless the commissioner makes at least one (1) of the following findings with respect to the plan:

(1) Disapproval of the plan is necessary to prevent practices that will cause material financial impairment to the applicant or its subsidiaries.

(2) The financial position or management resources and capabilities of the applicant or its subsidiaries or affiliates warrant disapproval.

(3) The plan does not comply with this article.

(4) The proposed plan would not be fair and equitable to the members.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-7Insurance commissioner to inform applicant of decision on plan of reorganization Sec. 7. (a) The commissioner shall transmit to the applicant any order approving or disapproving a plan submitted under this article.

(b) If the commissioner disapproves a plan, the commissioner shall provide the applicant with a written statement detailing:

(1) the reasons for; and

(2) all findings in connection with;

the disapproval.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-8Expiration of approval Sec. 8. The approval by the commissioner of a plan to issue stock expires one hundred eighty (180) days after the date of approval, except as otherwise provided by an order of the commissioner.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-9Compliance with law on formation of domestic insurance companies Sec. 9. Except as otherwise provided in this article, the organization of a mutual insurance holding company under a plan under this article must be conducted in compliance with the provisions of IC 27-1-6 concerning the formation of domestic insurance companies.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-10Amendment of articles of incorporation under plan of reorganization Sec. 10. (a) Except as otherwise provided in this article and subject to subsection (b), the amendment of the articles of incorporation of a mutual insurance company under a plan under this article must be conducted in compliance with IC 27-1-8.

(b) The commissioner, the attorney general, and the secretary of state shall:

(1) examine; and

(2) if warranted, approve;

the proposed articles of amendment before the amended articles are submitted to the members for approval.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-11Prerequisites to issuance of permit and certificate of authority Sec. 11. (a) Before the commissioner issues a permit for completion of organization of the mutual insurance holding company and a certificate of authority for the reorganized insurer under subsection (b), the commissioner must:

(1) issue notice to the applicant that the commissioner has approved the plan of reorganization of the applicant under this article; and

(2) receive the minutes of the meeting of the members at which the plan was approved under this article.

(b) After the events referred to in subsection (a), the commissioner shall issue:

(1) a permit for completion of organization of the mutual insurance holding company as provided in IC 27-1-6-11; and

(2) a certificate of authority for the reorganized insurer as provided in IC 27-1-8-9.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-12When plan of reorganization or plan to issue stock is effective Sec. 12. (a) A plan of reorganization is effective when:

(1) the commissioner has issued the permit for completion of organization of the mutual insurance holding company; and

(2) the certificate of authority for the reorganized insurer has been:

(A) issued by the commissioner under this chapter; and

(B) recorded in the office of the county recorder of the county in which the principal office of the reorganized insurer is located.

(b) A plan to issue stock is effective on the date on which the stock is issued in compliance with this article.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-4-13Insurance commissioner authority to hire experts in reviewing application Sec. 13. The commissioner may, at the applicant's expense, hire attorneys, actuaries, accountants, investment bankers, and other experts as may be reasonably necessary to assist the commissioner in reviewing an application.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5Chapter 5. Mutual Insurance Holding Companies

27-14.5-5-1Mutual insurance holding company is subject to rules 27-14.5-5-2Contents of mutual insurance holding company's articles of incorporation 27-14.5-5-3Rights and obligations of mutual insurance holding company members 27-14.5-5-4Permissible actions of mutual insurance holding company; disclosure required when acquiring majority of voting stock of insurance company 27-14.5-5-5Rights and privileges of mutual insurance holding company 27-14.5-5-6Annual statement of mutual insurance holding company 27-14.5-5-7Insurance holding company system; when separate filing or approval is not required 27-14.5-5-8Membership interest in mutual insurance holding company is not a security 27-14.5-5-9Conversion into stock insurance company

IC 27-14.5-5-1Mutual insurance holding company is subject to rules Sec. 1. A mutual insurance holding company organized under this article is subject to any rules adopted by the commissioner under IC 4-22-2.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-2Contents of mutual insurance holding company's articles of incorporation Sec. 2. The articles of incorporation of a mutual insurance holding company must contain the following or provisions at least substantially equivalent to the following:

(1) The name of the mutual insurance holding company, which must include the term "mutual" or the abbreviation "MHC".

(2) A provision specifying that one (1) purpose of the mutual insurance holding company is, at all times, to have the direct or indirect power to cast at least a majority of the votes for the election of directors of each stock insurance company subsidiary and any intermediate stock holding company.

(3) A provision specifying that the mutual insurance holding company does not have the power to engage in the business of issuing insurance policies or contracts, except through a stock insurance company subsidiary.

(4) A provision specifying that the mutual insurance holding company is not authorized to issue voting stock.

(5) A provision setting forth any rights of members of the mutual insurance holding company in the equity of the mutual insurance holding company upon dissolution or liquidation.

(6) A provision specifying that:

(A) a member of the mutual insurance holding company is not, as a member, personally liable for the acts, debts, liabilities, or obligations of the mutual insurance holding company; and

(B) no assessment of any kind may be imposed upon the members of the mutual insurance holding company by any person, including:

(i) the board of directors, members, or creditors of the mutual insurance holding company; and

(ii) any governmental office or official, including the commissioner;

because of any liability of any company or because of any act, debt, or liability of the mutual insurance holding company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-3Rights and obligations of mutual insurance holding company members Sec. 3. The members of a mutual insurance holding company have the rights and obligations specified in:

(1) this article; and

(2) the articles of incorporation and bylaws of the mutual insurance holding company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-4Permissible actions of mutual insurance holding company; disclosure required when acquiring majority of voting stock of insurance company Sec. 4. (a) With the written approval of the commissioner, and subject to any conditions that the commissioner may impose, a mutual insurance holding company may do any of the following:

(1) Merge or consolidate with, or acquire the assets of:

(A) a mutual insurance holding company licensed under this article; or

(B) any similar entity organized under the laws of any other state.

(2) Either alone or together with one (1) or more of an intermediate stock holding company, a stock insurance company subsidiaries or other subsidiaries, directly or indirectly, acquire the stock or assets of:

(A) a stock insurance company;

(B) a mutual insurance company that is reorganized under this article or the law of its state of organization; or

(C) a mutual insurance company.

(3) Acquire a stock insurance company through the merger of the stock insurance company or its parent company, as applicable, into:

(A) a stock insurance company subsidiary; or

(B) an intermediate stock holding company subsidiary or the mutual insurance holding company.

(b) A mutual insurance holding company and its affiliates may:

(1) establish any other type of entity as otherwise permitted by law; and

(2) acquire the stock or assets of any other entity or person as otherwise permitted by law.

(c) Whenever a mutual insurance holding company:

(1) holds;

(2) acquires; or

(3) plans to acquire;

more than fifty percent (50%) of the voting capital stock of a stock insurance company, the mutual insurance holding company must submit to the commissioner a description of any membership interests of policyholders of the stock insurance company in the mutual insurance holding company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-5Rights and privileges of mutual insurance holding company Sec. 5. (a) Except as provided in subsection (b), a mutual insurance holding company:

(1) has and may exercise all the rights and privileges of insurance companies formed under this title; and

(2) is subject to all of the requirements and regulations imposed upon insurance companies formed under this title.

(b) The exceptions referred to in subsection (a) are as follows:

(1) A mutual insurance holding company has no right or privilege to write insurance (except through a stock insurance company subsidiary) and is not subject to any requirement or rule adopted under IC 4-22-2 relating to the writing of insurance.

(2) A mutual insurance holding company is not subject to the surplus requirements in IC 27-1-6-15.

(3) A mutual insurance holding company is not subject to the deposit requirement in IC 27-1-6-15(d).

(4) A mutual insurance holding company is not subject to the investment requirements under IC 27-1-12, IC 27-1-13, or IC 27-1-23-2.6 that limit or restrict investments in subsidiaries.

(5) A mutual insurance holding company is not subject to risk-based capital requirements under IC 27-1-36.

(6) A mutual insurance holding company is not subject to a requirement under this title if the commissioner determines by order or rule adopted by the commissioner under IC 4-22-2 that the requirement does not apply to the mutual insurance holding company.

(7) A mutual insurance holding company is not subject to any requirement or rule adopted under IC 4-22-2 that is imposed upon insurance companies formed under this title to the extent that the requirement or rule is in conflict with this article.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-6Annual statement of mutual insurance holding company Sec. 6. (a) Not later than June 1 of each year, each mutual insurance holding company must file with the commissioner an annual statement consisting of the following information:

(1) Audited financial statements, including:

(A) an income statement;

(B) a balance sheet; and

(C) a statement of cash flows.

(2) Complete information on the status of any condition imposed in connection with the approval of a plan of reorganization.

(3) An investment plan covering all assets of the mutual insurance holding company.

(4) A statement disclosing any intention to pledge, borrow against, alienate, hypothecate, or in any way encumber the assets of the mutual insurance holding company.

(b) The commissioner, through an order or by a rule adopted under IC 4-22-2, may waive or suspend all or any part of the requirements of subsection (a) for a particular mutual insurance holding company or class of mutual insurance holding companies.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-7Insurance holding company system; when separate filing or approval is not required Sec. 7. (a) A mutual insurance holding company, an intermediate stock holding company, and stock insurance company subsidiaries that are owned entirely or in part, directly or indirectly, by the mutual insurance holding company constitute an insurance holding company system (as defined in IC 27-1-23-1).

(b) Notwithstanding subsection (a), a separate filing or approval is not required under IC 27-1-23 for a reorganization that:

(1) is included in a plan approved under this article; and

(2) does not involve the acquisition of control of an insurance company that is not affiliated with the applicant before the reorganization.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-8Membership interest in mutual insurance holding company is not a security Sec. 8. A membership interest in a mutual insurance holding company does not constitute a security under Indiana law.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-5-9Conversion into stock insurance company Sec. 9. A mutual insurance holding company may convert to a stock company under IC 27-15 as though the mutual insurance holding company were a mutual insurance company.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-6Chapter 6. Miscellaneous Provisions

27-14.5-6-1This article supplemental to the Indiana Insurance Law (IC 27-1-2 through IC 27-1-20) 27-14.5-6-2Information and documents are confidential 27-14.5-6-3Deadline for commencement of action 27-14.5-6-4Severability 27-14.5-6-5Petition for judicial review; action for mandate

IC 27-14.5-6-1This article supplemental to the Indiana Insurance Law (IC 27-1-2 through IC 27-1-20) Sec. 1. (a) This article, while independent of any other law, is supplemental to IC 27-1-2 through IC 27-1-20.

(b) All provisions of IC 27-1-2 through IC 27-1-20 are fully and completely applicable to this article in the same manner as if the provisions of this article had been an original part of IC 27-1-2 through IC 27-1-20. If any conflict exists between this article and IC 27-1-2 through IC 27-1-20, this article is controlling.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-6-2Information and documents are confidential Sec. 2. All information, documents, and copies of information and documents obtained by or disclosed to the commissioner or to any other person in the course of an examination or approval of a plan under this article:

(1) are declared confidential for purposes of IC 5-14-3-4(a)(1);

(2) shall be given confidential treatment;

(3) are not subject to subpoena; and

(4) shall not be made public by the commissioner or any other person, except to insurance departments of other states with the prior written consent of the applicant.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-6-3Deadline for commencement of action Sec. 3. Any action:

(1) challenging the validity of; or

(2) arising out of;

an action that is taken or proposed to be taken under this article must commence not later than thirty (30) days after the approval by the commissioner of the plan under which or in respect of which the action is taken or proposed to be taken.

As added by P.L.226-2023, SEC.30.

IC 27-14.5-6-4Severability Sec. 4. The provisions of this article are severable in the manner provided in IC 1-1-1-8(b).

As added by P.L.226-2023, SEC.30.

IC 27-14.5-6-5Petition for judicial review; action for mandate Sec. 5. (a) A person who is aggrieved by an agency action of the commissioner under this article may petition for judicial review of the action in accordance, so far as practicable, with IC 4-21.5-5.

(b) A person who is aggrieved by a failure of the commissioner to act or make a determination required by this article may bring an action for mandate in the circuit court of Marion County to compel the commissioner to act or make the determination.

As added by P.L.226-2023, SEC.30.

IC 27-15ARTICLE 15. DEMUTUALIZATION OF MUTUAL INSURANCE COMPANIES

Ch. 1.General Provisions and Definitions Ch. 2.Plan of Conversion Ch. 3.Application for Conversion Ch. 4.Public Hearing and Commissioner's Determination Ch. 5.Voting on the Plan by Members Ch. 6.Implementation of Approved Plan of Conversion Ch. 7.Confidential Records Ch. 8.Distribution of Consideration to Members Ch. 9.Formula for Allocation of Consideration Among Members Ch. 10.Dividend Preservation Ch. 11.Use of a Closed Block Ch. 12.Effect of Pending Claims on the Distribution of Consideration to Members Ch. 13.Initial Limits on Ownership of Shares Ch. 14.Modified Conversion Requirements for Companies in Hazardous Financial Condition Ch. 15.Judicial Review Ch. 16.Miscellaneous Provisions

IC 27-15-1Chapter 1. General Provisions and Definitions

27-15-1-1Short title 27-15-1-2Conversion generally 27-15-1-3Applicability of definitions 27-15-1-4"Closed block" 27-15-1-5"Company action level RBC" 27-15-1-6"Converting mutual" 27-15-1-7"Eligible member" 27-15-1-8"Former mutual" 27-15-1-9"Member" 27-15-1-10"Membership interests" 27-15-1-11"Parent company" 27-15-1-12"Plan of conversion" 27-15-1-13"RBC level" 27-15-1-14"Simple plan of conversion"