Wisconsin § 644.07 - Restructuring procedures.

§ 644.07. Restructuring procedures.

644.07(1) (1) Formation of mutual holding company. 644.07(1)(a) (a) 644.07(1)(a)1. 1. A domestic mutual insurance company organized under ch. 611 may restructure by forming a mutual holding company in accordance with this section. 644.07(1)(a)2. 2. A domestic service insurance corporation organized under ch. 613 may restructure by simultaneously converting to a mutual insurance company that is subject to ch. 611 and forming a mutual holding company in accordance with this section. 644.07(1)(b) (b) The mutual holding company may use the word “mutual” in its name. The restructuring shall continue the corporate existence of the converting insurance company as a stock insurance company subsidiary of the mutual holding company or as a stock insurance company subsidiary of an intermediate stock holding company that is a subsidiary of the mutual holding company. The converted insurance company may continue to use the word “mutual” in its name if the name includes the abbreviation “SI” for stock insurer, or the words “stock insurer”. 644.07(2) (2) Resolution of the board. The board shall pass a resolution to the effect that restructuring is fair and equitable to policyholders. The resolution shall specify the reasons for and the purposes of the proposed restructuring, and explain the manner in which the restructuring is expected to benefit policyholders. 644.07(3) (3) Adoption of plan. The board shall adopt a mutual holding company plan. The mutual holding company plan shall set forth the reasons for and the purposes of the proposed restructuring, explain how the restructuring is expected to benefit policyholders and provide for amending the converting insurance company’s articles of incorporation to give effect to the restructuring from a mutual, nonstock corporation into a stock corporation. 644.07(4) (4) Submission of plan. The board shall submit the mutual holding company plan to the commissioner for approval, together with all of the following: 644.07(4)(a) (a) The proposed articles and bylaws of the mutual holding company, which shall comply with s.