Ind. Code ch. 27-14.5-3

in effect

Ind. Code § 27-14.5-3-1 Issuance 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.

Ind. Code § 27-14.5-3-2 Required 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.

Ind. Code § 27-14.5-3-3 Amendment 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.

Ind. Code § 27-14.5-3-4 Filing 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.

Ind. Code § 27-14.5-3-5 Requirements 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.

Ind. Code § 27-14.5-3-6 Requirements 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.

Ind. Code § 27-14.5-3-7 Alternative 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.

Ind. Code § 27-14.5-3-8 Prohibitions 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.

Ind. Code § 27-14.5-3-9 Dividend 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.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/27Fetched: 10/17/2026