PART I STOCK AND MUTUAL INSURERS: ORGANIZATION AND CORPORATE PROCEDURES

PART II ASSESSABLE MUTUAL INSURERS

PART III MUTUAL INSURANCE HOLDING COMPANIES

PART IV INSURANCE HOLDING COMPANIES

PART V CAPTIVE INSURERS

CHAPTER 628

628.011 Scope of part.

History. — s. 621, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 631, 665, 809(1st), ch. 82-243; s. 3, ch. 85-214; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 9, ch. 2024-182.

628.021 “Stock insurer” defined.

History. — s. 622, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.031 “Mutual insurer” defined.

History. — s. 623, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; s. 4, ch. 85-214; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.041 Applicability of general corporation statutes.

(1) As to any domestic mutual insurers incorporated pursuant to

chapter 617, which

chapter shall govern such insurers when in conflict with

part I of

chapter 607; and

(2) When in conflict with the express provisions of this code.

History. — s. 624, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 633, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 55, ch. 2014-209.

628.051 Application for permit to form insurer; contents; fee.

(1) No domestic insurer shall be formed unless the persons so proposing have received a permit from the office.

(2) Written application for such permit shall be filed with the office. Such application and filing shall include:

(3) The application shall be accompanied by the filing fee specified in s. 624.501.

History. — s. 625, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 634, 665, 809(1st), ch. 82-243; ss. 67, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1258, ch. 2003-261.

628.061 Investigation of proposed organization.

(1) The character, reputation, financial standing, and motives of the organizers, incorporators, and subscribers organizing the proposed insurer or any attorney in fact.

(2) The character, financial responsibility, insurance experience, and business qualifications of its proposed officers, members of its subscribers’ advisory committee, or officers of its attorney in fact.

(3) The character, financial responsibility, business experience, and standing of the proposed stockholders and directors, including the stockholders and directors of any attorney in fact.

History. — s. 626, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 635, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1259, ch. 2003-261; s. 10, ch. 2024-182.

628.071 Granting, denial of permit.

(1) The office shall expeditiously examine and investigate the application for a permit as referred to in s. 628.051. If the office finds that:

(2) If the office does not so find, or finds that the insurer if formed or financed would not be able to qualify for or retain a certificate of authority by reason of the provisions of s. 624.404(3), a permit shall not be granted.

(3) A permit granted under the provisions of this

section shall be valid for 1 year from the date of issue, and during any extension of such period, not to exceed an additional year, as may be authorized by the office upon cause shown. The articles of incorporation and all other proceedings thereunder shall become void 1 year from the issue date of such permit or upon the expiration of such extended period, unless the formation of the proposed insurer has been completed and a certificate of authority has been issued by the office.

History. — s. 627, ch. 59-205; s. 1, ch. 63-18; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 636, 665, 809(1st), ch. 82-243; s. 122, ch. 83-216; s. 37, ch. 88-166; s. 48, ch. 89-360; ss. 184, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1260, ch. 2003-261.

628.081 Incorporation of domestic insurer.

(1) Five or more individuals, none of whom is less than 18 years of age, may incorporate a stock insurer; 10 or more individuals, none of whom is less than 18 years of age, may incorporate a mutual insurer. At least a majority of the incorporators shall be citizens of the United States.

(2) The incorporators shall execute articles of incorporation in triplicate. At least three of them shall acknowledge execution before an officer authorized to take acknowledgments.

(3) The articles of incorporation shall state the purpose for which the corporation is formed and shall state and show:

History. — s. 628, ch. 59-205; s. 3, ch. 76-168; s. 58, ch. 77-121; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 637, 665, 809(1st), ch. 82-243; ss. 68, 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.091 Filing, approval of articles of incorporation.

(1) No domestic stock or mutual insurer shall be formed unless its articles of incorporation are approved by the office prior to filing the same with and approval by the Department of State as provided by law.

(2) The incorporators shall file the triplicate originals of the articles of incorporation with the office, accompanied by the filing fee specified in s. 624.501.

(3) The office shall promptly examine the articles of incorporation. If it finds that the articles of incorporation conform to law, and that a permit has been or will be issued, 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.

(4) If the office does not so find, it shall refuse to approve the articles of incorporation and shall return the originals.

History. — s. 629, ch. 59-205; ss. 10, 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 638, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1261, ch. 2003-261.

628.101 Amendment of certificate of incorporation; stock insurer.

History. — s. 630, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 639, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1262, ch. 2003-261.

628.111 Amendment of articles of incorporation; mutual insurer.

(1) A domestic mutual insurer may amend its articles of incorporation by vote of a majority of those members present or represented by proxy at a lawful meeting of its members, if the notice given members included due notice of the proposal to amend.

(2)(

a) Upon adoption of the amendment, the insurer shall make in triplicate under its corporate seal a certificate thereof, setting forth the amendment and the date and manner of the adoption thereof, which certificate shall be executed by the insurer’s president or vice president and secretary or assistant secretary and acknowledged before an officer authorized to take acknowledgments. The insurer shall deliver the triplicate originals of the certificate to the office, together with the filing fee specified in s. 624.501.

(3) If the office finds that the proposed amendment or certificate does not comply with the law, it shall not approve the same, and shall return the triplicate certificate of amendment to the insurer.

History. — s. 631, ch. 59-205; ss. 10, 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 640, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1263, ch. 2003-261.

628.121 Capital stock; amount; payment.

(1) The articles of incorporation of a stock insurer shall provide for authorized capital in an amount not less than that required under this code.

(2) In the sale of the insurer’s capital stock, an amount not less than the minimum paid-in capital stock required under this code shall be paid in with money of the United States or in equivalent United States Government securities. Any additional sums paid for stock or any stock sold after the minimum required capital has been so paid in in money may be in the form of any type of securities in which the insurer is authorized to invest its funds under

part II of

chapter 625.

History. — s. 632, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 641, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.131 Limitation on organization and stock sales expenses.

(1) The total expense involved in the incorporation and financing of a new domestic stock insurer, including incorporation fees, underwriting fees and costs, attorneys’ fees, printing costs, and other services and costs, shall not exceed 15 percent of the funds actually received by or on behalf of the corporation from the sale of its securities.

(2) No president, vice president, secretary, treasurer, director, or other executive officer of any such insurer shall participate, either directly or indirectly, in the commissions of any person selling or negotiating the sale of any security of such an insurer.

History. — s. 633, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 642, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.151 Insurance business exclusive.

(1) No domestic insurer shall engage directly or indirectly in any business other than the insurance business and business activities reasonably and necessarily incidental to such insurance business.

(2) A title insurer may also engage in business as an escrow agent; and any insurer may also engage in the business of making, acquiring, selling, dealing in, and servicing of real estate mortgage loans and loans incidental thereto.

(3) A business trust whose declaration of trust was filed with the Secretary of State of Florida prior to January 1, 1959, and which, at the time of the adoption of this code, held a certificate of authority as a title insurer may qualify as an insurer for lawyers’ professional liability insurance by complying with the applicable provisions of this code.

History. — s. 635, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 644, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.152 Domestic stock insurers; proxies, consents, and authorizations with respect to any voting security.

(1) The commission may, by rule, prescribe the form, content, and manner of solicitation of any proxy, consent, or authorization with respect to any voting security issued by a domestic stock insurer, as may be necessary or appropriate in the public interest or for the proper protection of investors in the voting securities issued by such insurer or to ensure the fair dealing in such voting securities.

(2) No person and no domestic stock insurer or any director, officer, or employee of such insurer shall solicit or permit the use of his or her name to solicit, by mail or otherwise, any person to give any proxy, consent, or authorization with respect to any voting security in contravention of any such rule.

(3) Any proxy or consent obtained in violation of this

section is void. The domestic stock insurer, any stockholder of record, or the office may enforce compliance with this section, by an appropriate civil action.

(4) This

section shall not apply to voting securities registered pursuant to s. 12 of the Securities Exchange Act of 1934, as amended.

(5) “Voting security” means any instrument which, in law or by contract, gives the holder the right to vote, consent to, or authorize any corporate action.

History. — s. 1, ch. 65-213; ss. 13, 35, ch. 69-106; s. 2, ch. 71-87; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 645, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 380, ch. 97-102; s. 1264, ch. 2003-261.

628.161 Initial qualifications; mutuals.

(1) When newly organized, a mutual insurer may be authorized to transact any of the kinds of insurance listed in the

schedule contained in subsection (2).

(2)(

a) When applying for an initial certificate of authority, the mutual insurer must have unencumbered surplus as to policyholder funds in the amount set out below as minimum initial surplus as to policyholders:

(3) The mutual insurer shall make an initial deposit with the department and thereafter maintain such deposit in an amount equal to one-half the minimum initial surplus as required in paragraph (2)(a), except that with respect to life insurance, the deposit shall be in the amount of $200,000.

(4) Unless a mutual insurer maintains the minimum surplus as to policyholders required by s. 624.408, the mutual insurer must be organized as an assessable mutual insurer subject to the requirements of

part II of this chapter.

(5) Deposits required by this

section shall be made in compliance with

part III of

chapter 625. This deposit requirement is in lieu of the requirements of s. 624.411.

(6) A self-insured fund organized under s. 624.4621 and holding a certificate of authority as a self-insurer’s fund on December 31, 1993, may become a mutual insurer under this part, pursuant to a plan of reorganization approved by the office. A plan of reorganization must be approved by the office if:

History. — s. 636, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 646, 665, 809(1st), ch. 82-243; ss. 69, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 107, ch. 93-415; s. 1265, ch. 2003-261.

628.171 Formation of mutual insurer; bond.

History. — s. 637, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 647, 665, 809(1st), ch. 82-243; ss. 70, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1266, ch. 2003-261.

628.221 Bylaws of mutual insurer.

(1) The initial board of directors of a domestic mutual insurer shall adopt original bylaws, subject to the approval of the insurer’s members at the next succeeding meeting. The members shall have power to make, modify, and revoke bylaws.

(2) The bylaws shall provide:

(3) The insurer shall promptly file with the office a copy, certified by the insurer’s secretary, of its bylaws and of every modification thereof or addition thereto. The office shall disapprove any bylaw provision deemed by it to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer’s members or any class thereof. The insurer shall not, after receiving written notice of such disapproval and during the existence thereof, effectuate any bylaw provision so disapproved.

History. — s. 642, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 650, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 381, ch. 97-102; s. 1267, ch. 2003-261.

628.231 Directors.

(1) The affairs of every domestic insurer shall be managed by not less than five directors.

(2) Directors must be elected by the members or stockholders of a domestic insurer at the annual meeting of stockholders or members. Directors may be elected for terms of not more than 3 years each and until their successors are elected and have qualified; and, if to be elected for terms of more than 1 year, the insurer’s bylaws shall provide for a staggered-terms system under which the terms of a proportionate part of the members of the board of directors will expire on the date of each annual meeting of stockholders or members.

(3) A majority of the directors must be citizens of the United States.

(4) If so provided in a stock insurer’s bylaws, a director of such stock insurer shall be a stockholder thereof; and, if so provided in a mutual insurer’s bylaws, a director of such mutual insurer shall be a policyholder thereof.

(5) In discharging his or her duties, a director may consider such factors as the directors deem relevant, including, but not limited to, the long-term prospects and interests of the corporation and its shareholders, the social, economic, legal, or other effects of any action on the employees, suppliers, or policyholders of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

The director may also consider the short-term and long-term interests of the insurer, including, but not limited to, benefits that may accrue to the insured from the insurer’s long-term plans, the possibility that such interests may be best served by the continued independence of the insurer, the resources, intent, and past, present, and potential conduct of any person seeking to acquire control of the insurer, and any other relevant factors.

History. — s. 643, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 651, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 2, ch. 2000-273.

628.251 Management and exclusive agency contracts.

(1) No domestic mutual insurer or stock insurer shall make any contract whereby any person is granted or is to enjoy in fact the management of the insurer to the substantial exclusion of its board of directors or to have the controlling or preemptive right to produce substantially all insurance business for the insurer, unless the contract is filed with and approved by the office.

(2) Any such contract shall provide that any such manager or producer of its business shall within 90 days after expiration of each calendar year furnish the insurer’s board of directors a written statement of amounts received under or on account of the contract and amounts expended thereunder during such calendar year, including the emoluments received therefrom by the respective directors, officers, and other principal management personnel of the manager or producer, and with such classification of items and further detail as the insurer’s board of directors may reasonably require.

(3) The office shall disapprove any such contract if it finds that it:

History. — s. 645, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 653, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1268, ch. 2003-261.

628.255 Person with effective control cannot receive commission unless contract approved; penalties.

(1) No director, officer, or other person having effective control of a domestic insurer shall receive, and no such insurer shall pay to such person, a commission or other compensation with respect to particular risks insured by the insurer, unless such commission or other compensation is paid pursuant to a contract filed with and approved by the office.

(2) This

section shall not be deemed to require approval of the contract or to prohibit payment of commissions to such an officer or director with respect to business written by him or her as an agent of the insurer prior to becoming such an officer or director and vested under the agency contract which was in force at the time such business was originally written.

(3) For the purposes of this section, “effective control” means ownership of 10 percent or more of company stock or receipt of $25,000 or more cumulatively in compensation in 1 calendar year other than commissions resulting from insurance business produced by an agent.

(4) Violation of this

section shall subject the insurer to loss of its certificate of authority as provided in s. 624.418 and the agent to loss of his or her license as provided in s. 626.621. Willful violation of this

section shall, in addition to the above prescribed penalties, constitute a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

History. — s. 1, ch. 70-319; s. 651, ch. 71-136; s. 162, ch. 71-355; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 654, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 382, ch. 97-102; s. 91, ch. 2003-1; s. 1269, ch. 2003-261.

628.261 Notice of change of director or officer.

History. — s. 646, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 655, 665, 809(1st), ch. 82-243; s. 3, ch. 86-140; ss. 184, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1270, ch. 2003-261.

628.271 Office and records; penalty for unlawful removal of records.

(1) Every domestic insurer shall have an office in this state and shall keep therein complete records of its assets, transactions, and affairs, specifically including:

(2) Every domestic insurer shall have and maintain its assets in this state, except as to:

(3) The removal of all or a material part of the records or assets of a domestic insurer from this state except pursuant to a plan of merger or consolidation approved by the office under this code or for such reasonable purposes and periods of time as may be approved by the office in writing in advance of such removal, or the concealment of such records or assets or material part thereof from the office, is prohibited.

Any person who removes or attempts to remove such records or assets or such material part thereof from the home office or other place of business or of safekeeping of the insurer in this state with the intent to remove the same from this state, or who conceals or attempts to conceal the same from the office, in violation of this subsection, is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

Upon any removal or attempted removal of such records or assets or upon retention of such records or assets or material part thereof outside this state, beyond the period therefor specified in the consent of the office under which consent the records were so removed thereat, or upon concealment of or attempt to conceal records or assets in violation of this section, the office may institute delinquency proceedings against the insurer pursuant to the provisions of

chapter 631.

(4) This

section is subject to the exceptions provided for in s. 628.281.

History. — s. 647, ch. 59-205; ss. 13, 35, ch. 69-106; s. 652, ch. 71-136; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 656, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1271, ch. 2003-261.

628.281 Exceptions to requirement that office, records, and assets be maintained in this state.

(1) The provisions of s. 628.271 shall not be deemed to prohibit or prevent an insurer from:

(2) Section 628.271 does not apply as to domestic insurers which, as of immediately prior to the effective date of this code, had lawfully established, and which thereafter maintain, their principal offices, records, and assets in another state.

History. — s. 648, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 657, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1272, ch. 2003-261; s. 4, ch. 2006-64.

628.291 Unauthorized transactions in other states.

(1) No domestic insurer shall enter into a contract of insurance upon the life or person of a resident of a reciprocal state or covering property or risks located in a reciprocal state, unless the insurer is authorized pursuant to the laws of such reciprocal state to do business therein, subject to the following exceptions:

(2) The term “reciprocal state” as used in this

section means a state the laws of which prohibit an insurer organized under the laws of that state from insuring the lives or property of persons resident or located in this state, unless such insurer is authorized pursuant to the laws of this state to do business in this state.

History. — s. 649, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 658, 665, 809(1st), ch. 82-243; s. 5, ch. 90-248; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.301 Membership in mutual insurer.

(1) Each policyholder of a domestic mutual insurer, other than of a reinsurance contract, is a member of the insurer with all rights and obligations of such membership; and the policy shall so specify. Group certificateholders may also be members of the insurer if so specified in the bylaws.

(2) Any person, public or private corporation, board, association, firm, estate, trustee, or fiduciary may be a member of a domestic mutual insurer. Any officer, stockholder, trustee, or legal representative of any such corporation, board, association, or estate may be recognized as acting for or on its behalf for the purpose of such membership and shall not be personally liable upon any contract of insurance for acting in such representative capacity.

A mutual insurer may issue policies of insurance covering property of this state, or of any county or municipality of this state, without contingent liability, when such policy contains a provision that the state or any such county or municipality insured under it may not participate in the profits of such insurer.

History. — s. 650, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 659, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.341 Nonassessable policies; mutual insurers.

(1) While possessing surplus funds in amount not less than the paid-in capital stock required of a domestic stock insurer transacting like kinds of insurance, a domestic mutual insurer may, upon receipt of the order of the office so authorizing, extinguish the contingent liability of its members as to all its policies in force and may omit provisions imposing contingent liability in all its policies currently issued so long as such surplus funds meet such requirement as to amount.

(2) A foreign or alien mutual insurer may issue nonassessable policies to its members in this state pursuant to its articles of incorporation and the laws of its domicile.

History. — s. 654, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1273, ch. 2003-261.

628.351 Nonassessable policies; revocation of authority of mutual insurer.

History. — s. 655, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1274, ch. 2003-261.

628.361 Participating policies.

(1) If provided in its certificate of incorporation, a domestic stock or domestic mutual insurer may issue any or all of its policies with or without participation in profits, savings, or unabsorbed portions of premiums, may classify policies issued on a participating and nonparticipating basis, and may determine the right to participate and the extent of participation of any class or classes of policies. Any such classification or determination shall be reasonable and shall not unfairly discriminate as between policyholders within the same such classification.

A life insurer may issue both participating and nonparticipating policies only if the right or absence of right to participate is reasonably related to the premium charged.

(2) No dividend, otherwise earned, shall be made contingent upon the payment of renewal premium on any policy.

History. — s. 656, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.371 Dividends to stockholders.

(1) A domestic stock insurer shall not pay any dividend or distribute cash or other property to stockholders except out of that part of its available and accumulated surplus funds which is derived from realized net operating profits on its business and net realized capital gains.

(2) Dividend payments or distributions to stockholders, without prior written approval of the office, shall not exceed the larger of:

(3) In lieu of the provisions in subsection (2), an insurer may pay a dividend or make a distribution without the prior written approval of the office when:

(4) The office shall not approve a dividend or distribution in excess of the maximum amount allowed in subsection (1) unless, considering the following factors, it determines that the distribution or dividend would not jeopardize the financial condition of the insurer:

(5) A dividend or distribution by a not-for-profit insurance company subsidiary to its mutual insurance holding company, directly or indirectly through one or more intermediate holding companies, pursuant to

part III of this chapter, which meets the requirements of this

section and which applies to a stock insurer, is permitted under this section.

History. — s. 657, ch. 59-205; s. 1, ch. 70-68; s. 1, ch. 70-439; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; s. 6, ch. 85-214; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 5, ch. 93-401; s. 1275, ch. 2003-261; s. 4, ch. 2013-125.

628.381 Dividends to mutual policyholders.

(1) The directors of a domestic mutual insurer may from time to time apportion and pay or credit to its members dividends only out of that part of its surplus funds which represents net realized savings and net realized earnings in excess of the surplus required by law to be maintained.

(2) A dividend otherwise proper may be payable out of such savings and earnings even though the insurer’s total surplus is then less than the aggregate of its contributed surplus.

History. — s. 658, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.391 Illegal dividends; penalty.

(1) Any director of a domestic stock or mutual insurer who knowingly votes for or concurs in declaration or payment of a dividend to stockholders or members other than as authorized under s. 628.371 or s. 628.381 is guilty of a misdemeanor of the second degree, punishable as provided in s. 775.082 or s. 775.083, and shall be jointly and severally liable, together with other such directors likewise voting for or concurring, for any loss thereby sustained by creditors of the insurer to the extent of such dividend.

(2) Any stockholder receiving such an illegal dividend shall be liable in the amount thereof to the insurer.

(3) The office may revoke or suspend the certificate of authority of an insurer which has declared or paid such an illegal dividend.

History. — s. 659, ch. 59-205; ss. 13, 35, ch. 69-106; s. 653, ch. 71-136; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1276, ch. 2003-261.

628.401 Borrowed surplus.

(1) A domestic stock or mutual insurer may borrow money to defray the expenses of its organization, to provide itself with surplus funds, or for any purpose of its business, upon a written agreement that such money is required to be repaid only out of the insurer’s surplus in excess of that stipulated in such agreement. Any interest provided for shall or shall not constitute a liability of the insurer as to its funds other than such excess of surplus, as stipulated in the agreement. No commission or promotion expense shall be paid in connection with any such loan.

(2) Money so borrowed, together with the interest thereon if so stipulated in the agreement, shall not form a part of the insurer’s legal liabilities, except as to its surplus in excess of the amount thereof stipulated in the agreement, or be the basis of any setoff; but until repaid, financial statements filed or published by the insurer shall show as a footnote thereto the amount thereof then unpaid together with any interest thereon accrued but unpaid.

(3) Any such loan to a domestic stock or mutual insurer shall be subject to the approval of the office for the issue and the rate of interest to be paid. The insurer shall, in advance of the loan, file with the office a statement of the purpose of the loan and a copy of the proposed loan agreement. The office shall disapprove any proposed loan or agreement if it finds that the loan is unnecessary or excessive for the purpose intended; that the terms of the loan agreement are not fair and equitable to the parties and to other similar lenders, if any, to the insurer; or that the information so filed by the insurer is inadequate.

(4) Any such loan to a domestic stock or mutual insurer, or a substantial portion thereof, shall be repaid by the insurer when no longer reasonably necessary for the purpose originally intended. No repayment of such a loan shall be made by a domestic stock or mutual insurer unless approved in advance by the office.

(5) This

section does not apply to loans obtained by the insurer in the ordinary course of business from banks and other financial institutions, nor to loans secured by pledge or mortgage of assets.

History. — s. 660, ch. 59-205; ss. 13, 35, ch. 69-106; s. 1, ch. 73-165; s. 3, ch. 76-168; s. 1, ch. 77-13; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 1, 2, ch. 80-19; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1277, ch. 2003-261.

628.411 Impairment of capital or assets.

(1) If a domestic stock insurer’s capital, as represented by the aggregate par value of its outstanding capital stock, becomes impaired, or if the assets of a mutual insurer are less than the sum of its liabilities and the minimum amount of surplus required to be maintained by it, the office shall at once determine the amount of deficiency and serve notice upon the insurer to make good the deficiency within 90 days after service of such notice.

(2) The deficiency may be made good in cash or in assets eligible for the investment of the insurer’s funds; or by amendment of the insurer’s certificate of authority to cover only such kind or kinds of insurance thereafter for which the insurer has sufficient paid-in capital, if a stock insurer, or surplus, if a mutual insurer, under this code; or, if a stock insurer, by reduction of the insurer’s authorized capital stock through amendment of its certificate of incorporation, to an amount of paid-in capital stock not below the minimum required for the kinds of insurance thereafter to be transacted.

(3) After any such reduction of authorized capital stock the insurer shall have the right to require the return of the original certificate of stock held by each stockholder in exchange for new certificates to be issued in lieu thereof for such number of shares as the stockholder is entitled to in the proportion that the reduced capital bears to the original capital.

(4) If the deficiency is not made good and proof thereof filed with the office within such 90-day period, the insurer shall be deemed insolvent and the office shall institute delinquency proceedings against it under

chapter 631; except that if such deficiency exists because of increased loss reserves required by the office, or because of disallowance by the office of certain assets or reduction of the value at which carried in the insurer’s accounts, the office may, in its discretion and upon application and good cause shown, and if it finds that the establishment or maintenance of such inadequate reserves or overvalued assets was not willful on the part of the insurer, extend for not more than an additional 60 days the period within which such deficiency may be so made good and such proof thereof so filed.

History. — s. 661, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 660, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1278, ch. 2003-261.

628.421 Assessment of stockholders or members.

(1) Any insurer receiving the notice of the office mentioned in s. 628.411(1):

(2) Neither this

section nor s. 628.411 shall be deemed to prohibit the insurer from curing any such deficiency through any lawful means other than those referred to in such sections.

History. — s. 662, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 383, ch. 97-102; s. 1279, ch. 2003-261.

628.431 Mutualization of stock insurers.

(1) A stock insurer other than a title insurer may become a mutual insurer under such plan and procedure as may be approved by the office.

(2) The office shall not approve any such plan, procedure, or mutualization unless:

(3) This

section does not apply to mutualization under order of court pursuant to rehabilitation or reorganization of an insurer under

chapter 631.

History. — s. 663, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; s. 12, ch. 79-9; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1280, ch. 2003-261.

628.441 Converting mutual insurer.

(1) A mutual insurer may become a stock insurer under such plan and procedure as may be approved by the office.

(2) The office shall not approve any such plan or procedure unless:

History. — s. 664, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 662, 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 384, ch. 97-102; s. 1281, ch. 2003-261.

628.451 Merger or share exchange of stock insurers and other entities.

(1) Notwithstanding general limitations on the ability of corporations to merge with other types of entities, a merger may be effected between or among one or more domestic or foreign stock insurers authorized to transact insurance in this state and one or more other entities authorized to transact insurance and self-insurance in this state, including a self-insurance trust fund existing pursuant to s. 627.357, provided, in the case of a merger of a stock insurer with a self-insurance trust fund, that the stock insurer is the surviving entity after the merger, by compliance with the applicable provisions of the statutes of this state governing the merger or share exchange of stock corporations formed for profit and the applicable provisions of the statutes and regulations of this state governing the merger or share exchange of other entities, including self-insurance trust funds, formed pursuant to the laws of this state, but subject to the special provisions of this section:

(2) No such merger or share exchange shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the office and approved by it. The office shall give such approval provided it finds such plan or agreement:

(3) No director, officer, agent, or employee of any insurer party to such merger or share exchange shall receive any fee, commission, compensation, or other valuable consideration whatsoever for in any manner aiding, promoting, or assisting therein except as set forth in such plan or agreement.

(4) Any plan or proposal through which a stock insurer proposes to acquire a controlling stock interest in another stock insurer or other insurance or self-insurance entity through an exchange of stock of the first insurer, issued by the insurer for the purpose, for such controlling stock of or other interests in the second insurer or self-insurer is deemed to be a plan or proposal of merger of the second insurer or self-insurer into the first insurer for the purposes of this

section and is subject to the applicable provisions hereof.

History. — s. 665, ch. 59-205; s. 1, ch. 61-5; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 72, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 2, ch. 95-268; s. 1282, ch. 2003-261.

628.461 Acquisition of controlling stock.

(1) A person may not, individually or in conjunction with any affiliated person of such person, acquire directly or indirectly, conclude a tender offer or exchange offer for, enter into any agreement to exchange securities for, or otherwise finally acquire 10 percent or more of the outstanding voting securities of a domestic stock insurer or of a controlling company, unless:

(2) This

section does not apply to any acquisition of voting securities of a domestic stock insurer or of a controlling company by any person who, on July 1, 1976, is the owner of a majority of such voting securities or who, on or after July 1, 1976, becomes the owner of a majority of such voting securities with the approval of the office under this section. The person or affiliated person filing the notice required by paragraph (1)(

a) may request, in writing, the office to waive the requirements of paragraph (1)(

b) if there is no change in the ultimate controlling shareholder or ownership percentages of the ultimate controlling shareholders and no unaffiliated parties acquire any direct or indirect interest in the insurer. The office may waive the filing if it determines that in fact there is no change in the ultimate controlling shareholder or ownership percentages of the ultimate controlling shareholders and no unaffiliated parties will acquire any direct or indirect interest in the insurer.

(3) The statement to be filed with the office under subsection (1) and furnished to the insurer and controlling company must contain all the following information and any additional information that the office deems necessary to determine the character, experience, ability, and other qualifications of the person or affiliated person of such person for the protection of the policyholders and shareholders of the insurer and the public:

(4)(

a) The information as to the background and identity of each person, which information is required to be furnished pursuant to paragraph (3)(a), shall include:

(5)(

a) The acquisition of voting securities shall be deemed approved unless the office disapproves the proposed acquisition within 90 days after the statement required by subsection (1) has been filed. The office may on its own initiate, or if requested to do so in writing by a substantially affected party shall conduct, a proceeding to consider the appropriateness of the proposed filing. The 90-day time period shall be tolled during the pendency of the proceeding. Any written request for a proceeding must be filed with the office within 10 days of the date notice of the filing is given.

During the pendency of the proceeding or review period by the office, any person or affiliated person complying with the filing requirements of this

section may proceed and take all steps necessary to conclude the acquisition so long as the acquisition becoming final is conditioned upon obtaining office approval. The office shall, however, at any time that it finds an immediate danger to the public health, safety, and welfare of the domestic policyholders exists, immediately order, pursuant to s. 120.569(2)(n), the proposed acquisition temporarily disapproved and any further steps to conclude the acquisition ceased.

(6) The office may disapprove any acquisition subject to the provisions of this

section by any person or any affiliated person of such person who:

(7) The person or persons filing the statement required by subsection (1) shall have the burden of proof. The office shall approve any such acquisition if it finds, on the basis of the record made during any proceeding or on the basis of the filed statement if no proceeding is conducted, that:

(8) No vote by the stockholder of record, or by any other person, of any security acquired in contravention of the provisions of this

section is valid. Any acquisition of any security contrary to the provisions of this

section is void. Upon the petition of the domestic stock insurer or controlling company, the circuit court for the county in which the principal office of such domestic stock insurer is located may, without limiting the generality of its authority, order the issuance or entry of an injunction or other order to enforce the provisions of this section. There shall be a private right of action in favor of the domestic stock insurer or controlling company to enforce the provisions of this section.

No demand upon the office that it perform its functions shall be required as a prerequisite to any suit by the domestic stock insurer or controlling company against any other person, and in no case shall the office be deemed a necessary party to any action by such domestic stock insurer or controlling company to enforce the provisions of this section.

Any person who makes or proposes an acquisition requiring the filing of a statement pursuant to this section, or who files such a statement, shall be deemed to have thereby designated the Chief Financial Officer, or his or her assistant or deputy or another person in charge of his or her office, as such person’s agent for service of process under this section, and shall thereby be deemed to have submitted himself or herself to the administrative jurisdiction of the office and to the jurisdiction of the circuit court.

(9) Any approval by the office under this

section does not constitute a recommendation by the office for an acquisition, tender offer, or exchange offer. It is unlawful for a person to represent that the office’s approval constitutes a recommendation. A person who violates the provisions of this subsection is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. The statute-of-limitations period for the prosecution of an offense committed under this subsection is 5 years.

(10) Upon notification to the office by the domestic stock insurer or a controlling company that any person or any affiliated person of such person has acquired 10 percent or more of the outstanding voting securities of the domestic stock insurer or controlling company without complying with the provisions of this section, the office shall order that the person and any affiliated person of such person cease acquisition of any further securities of the domestic stock insurer or controlling company; however, the person or any affiliated person of such person may request a proceeding, which proceeding shall be convened within 7 days after the rendering of the order for the sole purpose of determining whether the person, individually or in connection with any affiliated person of such person, has acquired 10 percent or more of the outstanding voting securities of a domestic stock insurer or controlling company.

Upon the failure of the person or affiliated person to request a hearing within 7 days, or upon a determination at a hearing convened pursuant to this subsection that the person or affiliated person has acquired voting securities of a domestic stock insurer or controlling company in violation of this section, the office may order the person and affiliated person to divest themselves of any voting securities so acquired.

(11)(

a) The office shall, if necessary to protect the public interest, suspend or revoke the certificate of authority of any insurer or controlling company:

(12)(

a) A person may rebut a presumption of control by filing a disclaimer of control with the office on a form prescribed by the office. The disclaimer must fully disclose all material relationships and bases for affiliation between the person and the insurer as well as the basis for disclaiming the affiliation. In lieu of such form, a person or acquiring party may file with the office a copy of a

Schedule 13G filed with the Securities and Exchange Commission pursuant to rules 13d-1(

b) or 13d-1(

c) under the Securities Exchange Act of 1934, as amended. After a disclaimer has been filed, the insurer is relieved of any duty to register or report under this

section which may arise out of the insurer’s relationship with the person unless the office disallows the disclaimer.

(13) The commission may adopt rules that are necessary to administer this section.

History. — s. 666, ch. 59-205; ss. 13, 35, ch. 69-106; s. 1, ch. 70-67; s. 1, ch. 70-177; s. 1, ch. 70-439; s. 1, ch. 76-100; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; s. 1, ch. 84-37; s. 1, ch. 85-312; ss. 1, 17, ch. 86-250; s. 4, ch. 87-50; s. 33, ch. 87-226; s. 49, ch. 89-360; s. 3, ch. 90-248; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1, ch. 96-182; s. 274, ch. 96-410; s. 1740, ch. 97-102; s. 38, ch. 99-3; s. 1283, ch. 2003-261; s. 1, ch. 2007-138; s. 154, ch. 2008-4; s. 10, ch. 2014-101.

628.4615 Specialty insurers; acquisition of controlling stock, ownership interest, assets, or control; merger or consolidation.

(1) For the purposes of this section, the term “specialty insurer” means any person holding a license or certificate of authority as:

(2) A person may not, individually or in conjunction with any affiliated person of such person, directly or indirectly, conclude a tender offer or exchange offer for, enter into any agreement to exchange securities for, or otherwise finally acquire, 10 percent or more of the outstanding voting securities of a specialty insurer which is a stock corporation or of a controlling company of a specialty insurer which is a stock corporation; or conclude an acquisition of, or otherwise finally acquire, 10 percent or more of the ownership interest of a specialty insurer which is not a stock corporation or of a controlling company of a specialty insurer which is not a stock corporation, unless:

(3) This

section does not apply to any acquisition of voting securities or ownership interest of a specialty insurer or of a controlling company by any person who, on July 9, 1986, is the owner of a majority of such voting securities or ownership interest or who, on or after July 9, 1986, becomes the owner of a majority of such voting securities or ownership interest with the approval of the office under this section. The person or affiliated person filing the required notice in paragraph (2)(

a) may request the office to waive the requirements of paragraph (2)(

b) if there is no change in the ultimate controlling shareholder or ownership percentages of the ultimate controlling shareholders and no unaffiliated parties acquire any direct or indirect interest in the specialty insurer. The office may waive the filing if it determines that in fact there is no change in the ultimate controlling shareholder or ownership percentages of the ultimate controlling shareholders and no unaffiliated parties will acquire any direct or indirect interest in the specialty insurer.

(4) The application to be filed with the office and furnished to the specialty insurer and controlling company shall contain the following information and any additional information as the office deems necessary to determine the character, experience, ability, and other qualifications of the person or affiliated person of such person for the protection of the insureds of the insurer and of the public:

(5)(

a) The information as to the background and identity of each natural person, which information is required to be furnished pursuant to paragraph (4)(a), shall include:

(6)(

a) The acquisition application shall be reviewed in accordance with

chapter 120. The office may on its own initiate, or, if requested to do so in writing by a substantially affected person, shall conduct, a proceeding to consider the appropriateness of the proposed filing. Time periods for purposes of

chapter 120 shall be tolled during the pendency of the proceeding. Any written request for a proceeding must be filed with the office within 10 days of the date notice of the filing is given. During the pendency of the proceeding or review period by the office, any person or affiliated person complying with the filing requirements of this

section may proceed and take all steps necessary to conclude the acquisition so long as the acquisition becoming final is conditioned upon obtaining office approval. The office shall, however, at any time it finds an immediate danger to the public health, safety, and welfare of the insureds exists, immediately order, pursuant to s. 120.569(2)(n), the proposed acquisition disapproved and any further steps to conclude the acquisition ceased.

(7) The office may disapprove any acquisition subject to this

section by any person or any affiliated person of such person who:

(8) The person or persons filing the application required by subsection (2) shall have the burden of proof. The office shall approve any such acquisition if it finds, on the basis of the record made during any proceeding or on the basis of the filed application if no proceeding is conducted, that:

(9) No vote by the stockholder of record, or by any other person, of any security acquired in contravention of the provisions of this

section is valid. Any acquisition contrary to the provisions of this

section is void. Upon the petition of the specialty insurer or the controlling company, the circuit court for the county in which the principal office of the specialty insurer is located may, without limiting the generality of its authority, order the issuance or entry of an injunction or other order to enforce the provisions of this section. There shall be a private right of action in favor of the specialty insurer or controlling company to enforce the provisions of this section.

No demand upon the office that it perform its functions shall be required as a prerequisite to any suit by the specialty insurer or controlling company against any other person, and in no case shall the office be deemed a necessary party to any action by the specialty insurer or controlling company to enforce the provisions of this section.

Any person who makes or proposes an acquisition requiring the filing of an application pursuant to this section, or who files such an application, shall be deemed to have thereby designated the Chief Financial Officer, or his or her assistant or deputy or another person in charge of his or her office, as such person’s agent for service of process under this

section and shall thereby be deemed to have submitted himself or herself to the administrative jurisdiction of the office and to the jurisdiction of the circuit court.

(10) Any approval by the office under this

section does not constitute a recommendation by the office of the tender offer or exchange offer, or acquisition, if no tender offer or exchange offer is involved. It is unlawful for a person to represent that the office’s approval constitutes a recommendation. A person who violates the provisions of this subsection commits a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. The statute-of-limitations period for the prosecution of an offense committed under this subsection is 5 years.

(11) A person may rebut a presumption of control by filing a disclaimer of control with the office on a form prescribed by the commission. The disclaimer must fully disclose all material relationships and bases for affiliation between the person and the specialty insurer as well as the basis for disclaiming the affiliation. In lieu of such form, a person or acquiring party may file with the office a copy of a

Schedule 13G filed with the Securities and Exchange Commission pursuant to Rule 13d-1(

b) or (c), 17 C.F.R. s. 240.13d-1, under the Securities Exchange Act of 1934, as amended. After a disclaimer has been filed, the specialty insurer is relieved of any duty to register or report under this

section which may arise out of the specialty insurer’s relationship with the person unless the office disallows the disclaimer.

(12) If the office determines that any person or any affiliated person of such person has acquired 10 percent or more of the outstanding voting securities of a specialty insurer or controlling company which is a stock corporation, or 10 percent or more of the ownership interest of a specialty insurer or controlling company which is not a stock corporation, without complying with the provisions of this section, the office may order that the person and any affiliated person of such person cease acquisition of the specialty insurer or controlling company and, if appropriate, divest itself of any stock or ownership interest acquired in violation of this section.

(13)(

a) The office shall, if necessary to protect the public interest, suspend or revoke the certificate of authority of any specialty insurer or controlling company acquired in violation of this section.

(14)(

a) For the purpose of this section, the term “acquisition” includes:

(15) The commission may adopt, amend, or repeal rules that are necessary to implement the provisions of this section, pursuant to

chapter 120.

History. — ss. 2, 17, ch. 86-250; s. 4, ch. 87-50; s. 50, ch. 89-360; s. 4, ch. 90-248; ss. 73, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 116, ch. 93-399; s. 28, ch. 96-400; s. 275, ch. 96-410; s. 1741, ch. 97-102; s. 39, ch. 99-3; s. 25, ch. 2001-281; s. 1284, ch. 2003-261; s. 2, ch. 2007-138; s. 155, ch. 2008-4; s. 1, ch. 2008-178; s. 9, ch. 2010-175; s. 18, ch. 2010-202; s. 10, ch. 2018-131.

628.471 Mergers; mutual insurers.

(1) A domestic mutual insurer shall not merge with a stock insurer.

(2) A domestic mutual insurer may merge with another mutual insurer under the applicable procedures prescribed by the statutes of this state applying to corporations formed for profit, except as hereinbelow provided.

(3) The plan and agreement for merger shall be submitted to and approved by at least two-thirds of the members of each mutual insurer voting thereon at meetings called for the purpose pursuant to such reasonable notice and procedure as has been approved by the office. If a life insurer, the right to vote may be limited to members whose policies are other than term and group policies and have been in effect for more than 1 year.

(4) No such merger shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the office and approved by it. The office shall give such approval unless it finds such plan or agreement:

History. — s. 667, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 74, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1285, ch. 2003-261.

628.481 Bulk reinsurance; stock insurers.

(1) A domestic stock insurer may reinsure all or substantially all of its insurance in force or a major class thereof, with another insurer by an agreement of bulk reinsurance; but no such agreement shall become effective unless filed with the office and approved by it in writing.

(2) The office shall approve such agreement unless it finds that it is inequitable to the stockholders of the domestic insurer or it would substantially reduce the protection or service to its policyholders.

History. — s. 668, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1286, ch. 2003-261.

628.491 Mergers and consolidations; mutual insurers; agreement of bulk reinsurance.

(1) A domestic mutual insurer may reinsure all or substantially all its business in force, or all or substantially all of a major class thereof, with another insurer, stock or mutual, by an agreement of bulk reinsurance after compliance with this section. No such agreement shall become effective unless filed with the office and approved by it.

(2) The office shall approve such agreement if it finds it to be fair and equitable to each domestic insurer involved, and that such reinsurance if effectuated would not substantially reduce the protection or service to its policyholders.

(3) The plan and agreement for such reinsurance must be approved by vote of not less than two-thirds of each domestic mutual insurer’s members voting thereon at meetings of members called for the purpose, pursuant to such reasonable notice and procedure as the office may approve. If a life insurer, the right to vote may be limited to members whose policies are other than term or group policies and have been in effect for more than 1 year.

(4) If for reinsurance of a mutual insurer in a stock insurer, the agreement must provide for payment in cash to each member of the insurer entitled thereto, as upon conversion of such insurer pursuant to s. 628.441, of his or her equity in the business reinsured as determined under a fair formula approved by the office, which equity shall be based upon such member’s equity in the reserves, assets (whether or not admitted assets), and surplus, if any, of the mutual insurer to be taken over by the stock insurer.

History. — s. 669, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; s. 21, ch. 78-95; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 385, ch. 97-102; s. 1287, ch. 2003-261.

628.501 Mutual member’s share of assets on liquidation.

(1) Upon any liquidation of a domestic mutual insurer, its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expenses of administration, shall be distributed to existing persons who were its members at any time within 5 years next preceding the date such liquidation was authorized or ordered, or date of last termination of the insurer’s certificate of authority, whichever date is the earlier; except, that if the office has reason to believe that those in charge of the management of the insurer have caused or encouraged the reduction of the number of members of the insurer in anticipation of liquidation and for the purpose of reducing thereby the number of persons who may be entitled to share in distribution of the insurer’s assets, it may enlarge the 5 years’ qualification period above provided for by such additional period as it may deem to be reasonable.

(2) The distributive share of each such member shall be in the proportion that the aggregate premiums earned by the insurer on the policies of the member during the combined periods of his or her membership bear to the aggregate of all premiums so earned on the policies of all such members. The insurer may, and if a life insurer shall, make a reasonable classification of its policies so held by such members, and a formula based upon such classification, for determining the equitable distributive share of each such member. Such classification and formula shall be subject to the approval of the office.

History. — s. 670, ch. 59-205; ss. 13, 35, ch. 69-106; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 386, ch. 97-102; s. 1288, ch. 2003-261.

628.511 Ownership or transfer of securities without physical delivery of certificates.

(1) The purpose of this

section is to authorize domestic insurers to use modern systems for holding and transferring securities without physical delivery of securities certificates, subject to appropriate rules of the commission.

(2) The following terms are defined for use in this section:

(3) Notwithstanding any other provision of law, a domestic insurer may deposit or arrange for the deposit of securities held in or purchased for its general account and its separate accounts in a clearing corporation.

When securities are deposited with a clearing corporation, certificates representing securities of the same class of the same issuer may be merged and held in bulk in the name of the nominee of such clearing corporation with any other securities deposited with such clearing corporation by any person, regardless of the ownership of such securities, and certificates representing securities of small denominations may be merged into one or more certificates of larger denominations.

The records of any custodian through which an insurer holds securities in a clearing corporation shall at all times show that such securities are held for such insurer and for which accounts thereof. Ownership of, and other interests in, such securities may be transferred by bookkeeping entry on the books of such clearing corporation without physical delivery of certificates representing such securities.

(4) The commission may adopt rules governing the deposit by insurers of securities with clearing corporations.

History. — ss. 663, 809(1st), ch. 82-243; s. 72, ch. 82-386; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1289, ch. 2003-261; s. 3, ch. 2007-138.

628.520 Change of domicile of a foreign insurer.

History. — s. 7, ch. 85-214; s. 1, ch. 86-286; ss. 75, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1290, ch. 2003-261.

628.525 Change of domicile of a domestic insurer.

History. — s. 7, ch. 85-214; s. 1, ch. 86-286; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1291, ch. 2003-261.

628.530 Effects of redomestication.

History. — s. 7, ch. 85-214; s. 1, ch. 86-286; s. 180, ch. 90-179; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1292, ch. 2003-261; s. 288, ch. 2019-90.

628.535 Authority to adopt rules.

History. — s. 7, ch. 85-214; s. 1, ch. 86-286; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 206, ch. 98-200; s. 1293, ch. 2003-261.

628.6011 Assessable mutual insurers.

(1) An “assessable mutual insurer” is an insurer incorporated in Florida without permanent capital stock which has only policyholders, insureds, or risks located in Florida and which transacts insurance only within Florida. An assessable mutual insurer may be formed only in accordance with

part I. Members of the assessable mutual have a contingent liability for discharge of its liabilities as provided in this part. An assessable mutual may be authorized to offer only property, health, and casualty insurance.

(2) The assessable mutual shall not participate in the Florida Insurance Guaranty Association or the Florida Life and Health Insurance Guaranty Association.

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429; s. 9, ch. 92-328.

628.6012 Premiums written; restrictions.

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429; s. 126, ch. 2004-5.

628.6013 Converted self-insurance fund; trade association; board of directors.

(1) Any self-insurance fund regulated under the insurance code other than a commercial self-insurance fund may, with the approval of a majority of the members of the fund and after written notice to the sponsoring association and approved by the office, elect to convert to an assessable mutual insurer in accordance with

part I.

(2) An assessable mutual insurer formed by the conversion of a commercial self-insurance fund pursuant to former s. 624.463 or by the conversion of a group self-insurer’s fund organized under s. 624.4621 shall be endorsed at the time of conversion by a statewide not-for-profit trade association, industry association, or professional association of employers or professionals which has a constitution or bylaws, which is incorporated under the laws of this state, and which has been organized for purposes other than that of obtaining or providing insurance and operated in good faith for a continuous period of 1 year.

The association shall not be liable for any actions of the insurer, nor shall it require the establishment or enforcement of any policy of the insurer. Fees, services, and other aspects of the relationship between the association and the insurer must be reasonable and are subject to contractual agreement.

(3) Neither the endorsing association nor any of its officers or directors may have any direct financial interest in the insurer’s management company.

(4) The board of directors of the assessable mutual insurer shall:

(5) The board of directors of the assessable mutual insurer may contract with an authorized management company which, except as specifically provided in this part, shall be solely responsible for managing and administering the affairs of the insurer, including, but not limited to, marketing, underwriting, billing, collection, claims administration, termination, reinstatement, safety and loss prevention, reinsurance, policy issuance, accounting, regulatory reporting, investment, and general administration.

The fees or compensation for services under such contract shall be comparable to the costs for similar services incurred by insurers writing the same lines of insurance, or, where available, such expenses as filed by boards, bureaus, and associations designated by insurers to file such data.

(6) At least one director, but less than a majority of the directors, must be an officer or director of the management company and must be appointed by the management company. The remaining directors must be elected by the membership, and must be owners, partners, officers, or directors of members of the insurer. Except for directors of the insurer who are officers or directors of the management company, no two directors of the insurer may be owners, partners, officers, or directors of the same member of the insurer.

(7) If the board of directors contracts with a management company, no person may serve as an officer of the assessable mutual insurer unless he or she is an officer or director of the management company.

(8) If the board of directors contracts with a management company, a member of the board of directors is not personally liable for monetary damages to any person for any statement, vote, decision, or failure to act, regarding the management or policy of the fund, by a director, unless:

(9) A management company may be authorized by the office to manage and operate an assessable mutual insurer only if its owners, partners, stockholders, officers, or directors, and other persons who directly or indirectly exercise or have the ability to exercise effective control of the management company, possess the competency and business experience to manage and operate an assessable mutual insurer.

(10) As used in this section, the term “management company” includes the servicing company, if any, which administered the day-to-day affairs of the commercial self-insurance fund or group self-insurers fund before its conversion to an assessable mutual insurer.

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429; s. 10, ch. 92-328; s. 100, ch. 93-415; s. 387, ch. 97-102; s. 40, ch. 99-3; s. 1294, ch. 2003-261; s. 127, ch. 2004-5.

628.6014 Annual reports.

(1) An assessable mutual shall file a financial statement within 90 days of the end of its accounting year. The requirements of s. 624.470 shall apply, except an entry for future investment income, reported on or after January 1, 1998, may only be reflected as an aggregate write-in asset on the balance sheet of the annual and quarterly financial statements. Future investment income shall be calculated as the sum of the admitted asset value of Line 1 (Bonds) plus the admitted asset value of Line 6 (Cash and Short-Term Investments) as reported on page 2 in the annual or quarterly financial statement, times the 3-year treasury note yield as of the date of the financial statement, times 3.

(2) For financial statements filed on or after January 1, 1998, future investment income may only be reported as an admitted asset by an assessable mutual which reported future investment income in financial statements filed with the former Department of Insurance prior to December 31, 1996.

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429; s. 10, ch. 97-262; s. 1295, ch. 2003-261.

628.6015 Tax on premiums, contributions, and assessments of assessable mutual insurers.

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429.

628.6016 Applicability of related laws.

(1) Sections 624.155, 624.308, 624.414, 624.415, and 624.416(4); ss. 624.418-624.4211, except s. 624.418(2)(f); ss. 624.464, 624.468(1), (2), (4), (6), and (11), 624.472-624.474, 624.480, 624.482, 624.484, 624.486, and 624.501;

(2) Part II of

chapter 625;

(3) Applicable sections of

part VI of

chapter 626; s. 626.9541(1)(a)-(f), (h)-(o), (q), (u), (w), and (x); and ss. 626.9561-626.9641;

(4) Sections 627.291, 627.413, 627.4132, 627.416, 627.418, 627.420, 627.421, 627.425-627.427, 627.702, and 627.706;

part XI of

chapter 627; ss. 627.912, 627.913, and 627.918; and

(5) Relevant sections of

part I of

chapter 628 that are not in conflict with the express provisions of this part;

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429; s. 41, ch. 99-3; s. 23, ch. 2023-15.

628.6017 Converting assessable mutual insurer.

(1) An assessable mutual insurer may become a stock insurer by filing an application which complies with s. 628.051 and by submitting a plan of conversion which is approved by the office. The office shall not approve any such plan unless the plan:

(2) An assessable mutual insurer may become a nonassessable mutual pursuant to s. 628.341 if the assessable mutual insurer’s ratio of actual annual written premiums, as adjusted in accordance with subsection (3), to current surplus as to policyholders does not exceed 10 to 1 for gross written premiums and does not exceed 4 to 1 for net written premiums.

(3) For the purposes of this section, premiums shall be calculated as the product of the actual or projected premiums and the following:

(4) An assessable mutual insurer becoming a stock insurer or a nonassessable mutual insurer is not subject to s. 627.215 or s. 627.351(5) for 5 years following authorization of the conversion by the office. However, the converted stock insurer or nonassessable mutual insurer must file all necessary data required by s. 627.215. Such amounts otherwise subject to s. 627.215(8) must be maintained as surplus as to policyholders and are not available for dividends for 5 years.

(5) Neither the Florida Insurance Guaranty Association nor the Florida Life and Health Insurance Guaranty Association shall be liable for any liability of an assessable mutual insurer except for claims incurred on policies issued on or after the date on which the assessable mutual insurer became a stock insurer or a nonassessable mutual insurer.

History. — ss. 76, 188, ch. 91-108; s. 4, ch. 91-429; s. 3, ch. 94-133; s. 388, ch. 97-102; s. 42, ch. 99-3; s. 1296, ch. 2003-261; s. 10, ch. 2012-213.

628.6018 Assessments.

(1) Any assessment made by an insurer under this

part is prima facie correct. The amount of such assessment to be paid by each member as determined by the insurer is likewise prima facie correct.

(2) The insurer shall notify each member of the amount of the assessment to be paid by written notice mailed to the address of the member last of record with the insurer. The failure of the member to receive the notice so mailed, within the time specified therein for the payment of the assessment or at all, shall be no defense in any action to collect the assessment.

(3) If a member fails to pay the assessment within the period specified in the notice, which period shall not be less than 20 days after mailing, the insurer may institute suit to collect the same.

History. — s. 653, ch. 59-205; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 2, 3, ch. 81-318; ss. 665, 809(1st), ch. 82-243; ss. 71, 187, 188, ch. 91-108; s. 4, ch. 91-429.

628.701 Scope.

History. — s. 1, ch. 97-216.

628.703

Definitions.

(1) “Intermediate holding company” means:

(2) “Mutual insurance holding company” means an incorporated entity without permanent capital stock which is organized under this part and whose members are determined in accordance with this part.

(3) “Nonprofit health care plan” means a not-for-profit domestic or foreign hospital or medical and surgical service plan or corporation that is licensed in one or more states, issues no capital stock, and is engaged in the business of providing prepaid indemnity or health care benefits.

(4) “Paid premiums” means all premiums paid for insurance by a member of a mutual insurance holding company to a subsidiary insurance company.

(5) “Subsidiary insurance company” means:

History. — s. 1, ch. 97-216; s. 1, ch. 2003-76; s. 5, ch. 2013-125.

628.705 Prohibition of stock transfers.

(1) The voting shares of the capital stock of a subsidiary insurance company, which are required by this

part in order to maintain a majority of the voting shares, are to be at all times owned by a mutual insurance holding company or one or more intermediate holding companies and the voting shares of the capital stock of any intermediate holding company, which are necessary to satisfy such ownership requirement through indirect ownership, shall not be conveyed, transferred, assigned, pledged, subjected to a security interest or lien, encumbered, or otherwise hypothecated or alienated by the mutual insurance holding company or any intermediate holding company.

Any conveyance, transfer, assignment, pledge, security interest, lien, encumbrance, or hypothecation or alienation of, in, or on such voting shares of capital stock is in violation of this

section and shall be void in inverse chronological order of the date of such conveyance, transfer, assignment, pledge, security interest, lien, encumbrance, or hypothecation or alienation, as to such shares of capital stock. The shares of the capital stock of the surviving or new company resulting from a merger or consolidation of two or more subsidiary insurance companies or two or more intermediate holding companies which were subsidiaries of the same mutual insurance holding company are subject to the same requirements, restrictions, and limitations as provided in this

section to which the shares of the merging or consolidating former mutual reorganized insurance companies or intermediate holding companies were subject by this

section prior to the merger or consolidation.

(2) Voting shares of the capital stock of a subsidiary insurance company or the intermediate holding company may not be acquired by any affiliated member of the holding company system except where the affiliated member of the mutual holding company system is the majority shareholder.

A number of shares equal to 5 percent of the outstanding voting shares of the capital stock of one corporate member of the Mutual Insurance Holding Company System selected by the mutual insurance holding company may be issued or sold to directors and officers as part of a plan of compensation, and such shares shall not be considered part of the majority shares to be owned by the mutual insurance company under subsection (1).

A number of shares equal to an additional 5 percent of the outstanding voting shares of the capital stock of one corporate member of the Mutual Insurance Holding Company System selected by the mutual insurance holding company may be issued or sold to employees, which may not include any officer or director, as part of an employee stock dividend or benefit plan, and such shares shall not be considered part of the majority shares to be owned by the mutual insurance company under subsection (1).

Prior to issuance of shares in excess of the authorized 5 percent to either officers and directors or employees, pursuant to this section, a fairness opinion shall be rendered by an independent authority acceptable to the office to assure that the long term interests of the shareholders and policyholders are adequately protected. The office shall approve or disapprove the transaction within 30 days after receipt of the fairness opinion. Nothing in this

section prohibits any officer or director from purchasing shares of stock at market value which are not part of a plan of compensation, in accordance with the requirements of s. 628.461, and, if such stock is not regularly traded on a national stock exchange, the officer or director purchasing the shares of stock is responsible for establishing its market value.

History. — s. 1, ch. 97-216; s. 1297, ch. 2003-261.

628.707 Applicability of general corporation statutes.

(1) A mutual insurance holding company shall be organized exclusively under this act and shall be a mutual company without capital stock.

(2) The articles of incorporation of the mutual insurance holding company, and any amendment to such articles or restatement of such articles shall be subject to the approval of the office for compliance with the provisions of this act prior to filing with the Department of State, and shall contain the name of the mutual insurance holding company, which shall include the word “Mutual.”

(3) The provisions of

chapter 617 shall be deemed to be incorporated into this part to govern a mutual insurance holding company to the extent that this act and the insurance code are silent with respect to the articles of incorporation, bylaws, organization, members, directors, or other matters relating to a mutual insurance holding company.

(4) Nothing in this part shall be construed to require that a mutual insurance holding company be governed by

part II of

chapter 625.

(5) In the case of the reorganization of a mutual insurance company organized as a not-for-profit corporation under

chapter 617, a mutual insurance holding company organized under this part shall be deemed to be a not-for-profit corporation.

History. — s. 1, ch. 97-216; s. 1298, ch. 2003-261; s. 6, ch. 2013-125.

628.709 Formation of a mutual insurance holding company.

(1) A domestic mutual insurance company, other than a mutual insurer that issued assessable policies as a mutual insurer and which held a certificate of authority in this state on July 1, 1997, may, pursuant to a plan of reorganization, reorganize as a mutual insurance holding company system that must consist of a mutual insurance holding company and one or more controlled subsidiaries and which may consist of one or more intermediate stock holding companies and other subsidiaries.

The reorganization may be effected by the organization of one or more companies, amendment or restatement of the articles of incorporation and bylaws of one or more companies, transfer of assets and liabilities among two or more companies, issuance, acquisition or transfer of capital stock of one or more companies, or merger or consolidation of two or more companies.

On and after the effective date of a plan of reorganization, the mutual insurance holding company shall at all times have the power, directly or indirectly, to cast at least a majority of the votes for the election of the board of directors of each controlled subsidiary and any intermediate stock holding company.

(2) All of the initial shares of the capital stock of the insurance company which reorganized as a subsidiary insurance company shall be issued either to the mutual insurance holding company, or to an intermediate holding company which is wholly owned by the mutual insurance holding company.

This restriction does not preclude the subsequent issuance of additional shares of stock by the subsidiary insurance company so long as the mutual insurance holding company at all times owns directly or through one or more intermediate holding companies, a majority of the voting shares of the capital stock of the subsidiary insurance company. The membership interests of the policyholders of the subsidiary insurance company shall become membership interests in the mutual insurance holding company.

Policyholders of the subsidiary insurance company which was formerly the mutual insurer shall be members of the mutual insurance holding company in accordance with the articles of incorporation and bylaws of the mutual insurance holding company. At the time of formation, policyholders of any other subsidiary insurance company of the mutual insurance holding company shall not be members of the mutual insurance holding company unless:

History. — s. 1, ch. 97-216; s. 2, ch. 2003-76; s. 27, ch. 2004-374.

628.711 Plan of reorganization.

(1) A plan of reorganization shall include the following provisions:

(2) A plan of reorganization must be adopted by the board of directors of the mutual insurance company or, 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 the board of directors of the mutual insurance holding company.

(3) Following the adoption of a plan of reorganization, and prior to the meeting of the mutual insurance company members to approve the plan, the mutual insurance company shall submit to the office the following:

(4) The office may hold a public hearing to allow public comment on the plan of reorganization. Any hearing must be held within 30 days after receipt by the office of a completed plan of reorganization. The office may not approve a plan of reorganization unless it finds that it is fair and equitable to the members of the mutual insurance company. Ninety days after filing, the plan of reorganization shall be deemed approved unless it has previously been approved or disapproved by the office. The office shall inform the mutual insurer of the specific reasons for the disapproval of any plan of reorganization.

(5)(

a) A plan of reorganization adopted by the board of directors of the applicant may be:

History. — s. 1, ch. 97-216; s. 1299, ch. 2003-261.

628.713 Dividends.

History. — s. 1, ch. 97-216; s. 1300, ch. 2003-261.

628.715 Merger and acquisitions.

(1)(

a) Merge or consolidate with, or acquire the assets of, a mutual insurance holding company licensed pursuant to this part or any similar entity organization pursuant to laws of any other state;

(2) A reorganization pursuant to this

section is subject to the applicable procedures prescribed by the laws of this state applying to corporations formed for profit, except as otherwise provided in this subsection.

History. — s. 1, ch. 97-216; s. 1, ch. 2000-273; s. 1301, ch. 2003-261; s. 7, ch. 2013-125.

628.717 Filing of articles of incorporation.

(1) No mutual insurance holding company shall be formed unless its articles of incorporation are approved by the office prior to filing the same with and approval by the Department of State as provided by law.

(2) The office shall promptly examine the articles of incorporation; and, if it finds that the articles of incorporation comply with law, the office shall endorse its approval upon each of the originals, place one on file in its office, and return the remaining sets to the incorporators. The incorporators shall promptly file such endorsed articles of incorporation with the Department of State. The articles of incorporation shall be effective when filed with and approved by the Department of State.

History. — s. 1, ch. 97-216; s. 1302, ch. 2003-261.

628.719 Amendment of articles of incorporation.

(1) A domestic mutual insurance holding company may amend its articles of incorporation by vote of a majority of those members present or represented by proxy at a lawful meeting of its members, if the notice given members included due notice of the proposal to amend.

(2)(

a) Upon adoption of an amendment, the mutual insurance holding company shall make under its corporate seal a certificate thereof, setting forth the amendment and the date and manner of the adoption thereof, which certificate shall be executed by the mutual insurance holding company’s president or vice president and secretary or assistant secretary and acknowledged before an officer authorized to take acknowledgments. The mutual insurance holding company shall deliver the originals of the certificate to the office.

History. — s. 1, ch. 97-216; s. 1303, ch. 2003-261.

628.721 Bylaws.

(1) The initial board of directors of a mutual insurance holding company shall adopt original bylaws, subject to the approval of the company’s members at the next succeeding meeting.

(2) The bylaws shall provide:

(3) The mutual insurance holding company shall file within 30 days with the office a copy, certified by the mutual insurance holding company’s secretary, of its bylaws and of every modification thereof or addition thereto. The office shall promptly disapprove any bylaw provision deemed by it to be unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the mutual insurance holding company’s members or any class thereof. The insurer shall not, after receiving written notice of such disapproval and during the existence thereof, effectuate any bylaw provision disapproved.

History. — s. 1, ch. 97-216; s. 43, ch. 99-3; s. 44, ch. 99-7; s. 1304, ch. 2003-261.

628.723 Directors.

(1) The affairs of every mutual insurance holding company shall be managed by not less than five directors.

(2) Directors must be elected by the members of the mutual insurance holding company at the annual meeting of members. Directors may be elected for terms of not more than 5 years each and until their successors are elected and have qualified, and, if to be elected for terms of more than 1 year, the mutual insurance holding company’s bylaws shall provide for a staggered-terms system under which the terms of a proportionate part of the members of the board of directors will expire on the date of each annual meeting of members.

(3) A majority of the directors must be citizens of the United States.

(4) If so provided in a mutual insurance holding company’s bylaws, a director of such mutual insurance holding company must be a policyholder thereof.

(5) In discharging his or her duties, a director may consider such factors as the directors deem relevant, including, but not limited to, the long-term prospects and interests of the corporation and its shareholders, the social, economic, legal, or other effects of any action on the employees, suppliers, or policyholders of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

The director may also consider the short-term and long-term interests of the insurer, including, but not limited to, benefits that may accrue to the insured from the insurer’s long-term plans, the possibility that such interests may be best served by the continued independence of the insurer, the resources, intent, and past, present, and potential conduct of any person seeking to acquire control of the insurer, and any other relevant factors.

History. — s. 1, ch. 97-216; s. 3, ch. 2000-273.

628.725 Notice of change of director or officer.

History. — s. 1, ch. 97-216; s. 1305, ch. 2003-261.

628.727 Membership.

(1) Membership in a mutual insurance holding company shall be determined in accordance with the mutual insurance holding company’s articles of incorporation and bylaws and be based upon each member holding a policy of insurance with a subsidiary insurance company or a health maintenance contract with a subsidiary health maintenance organization. Group certificateholders may also be members of the mutual insurance holding company if specified in the bylaws. The articles of incorporation and bylaws may provide for one or more classes of members and may restrict the voting or other rights of a class of policyholders of a nonprofit health care plan from receiving distributions pursuant to this

chapter if the assets of the nonprofit health care plan may not be treated as assets available for distribution.

(2) Any person, public or private corporation, board, association, firm, estate, trustee, or fiduciary may be a member of a mutual insurance holding company. However, the state or any county or municipality may not participate as a member in the profits of any mutual insurance holding company.

(3) No member of a mutual insurance holding company may transfer membership or any right arising therefrom.

(4) A member of a mutual insurance holding company is not, as such, personally liable for the acts, debts, liabilities, or obligations of the company and may not be assessed by the directors of such company.

(5) A membership interest in a mutual insurance holding company shall not constitute a security as defined by s. 517.021.

History. — s. 1, ch. 97-216; s. 3, ch. 2003-76; s. 8, ch. 2013-125.

628.729 Member’s share of assets on voluntary dissolution.

(1) Upon any voluntary dissolution of a domestic mutual insurance holding company, its assets remaining after discharge of its indebtedness, if any, and expenses of administration, shall be distributed to existing persons who were its members at any time within the 3-year period preceding the date such liquidation was authorized or ordered, or date of last termination of the insurer’s certificate of authority, whichever date is earlier; except, if the office has reason to believe that those in charge of the management of the mutual insurance holding company have caused or encouraged the reduction of the number of members of the insurer in anticipation of liquidation and for the purpose of reducing thereby the number of persons who may be entitled to share in distribution of the insurer’s assets, the office may enlarge the 3-year qualification period by such additional time as the office may deem to be reasonable.

(2) The distributive share of each such member shall be determined:

History. — s. 1, ch. 97-216; s. 4, ch. 2000-273; s. 4, ch. 2003-76; s. 1306, ch. 2003-261.

628.730 Merger with intermediate holding company.

(1) A mutual insurance holding company may, pursuant to a plan and agreement of merger approved by the office, in accordance with s. 628.715(2)(b), merge into its intermediate holding company. The surviving intermediate holding company shall assume all of the assets and liabilities of the mutual insurance holding company, and all of the stock of the intermediate holding company owned by the mutual insurance holding company immediately prior to the merger shall be distributed to existing persons who were members of the mutual insurance holding company at any time within the 3-year period preceding the date of such merger.

(2) The distributive share of each such member shall be determined:

(3) For purposes of creating a public market for the shares of the intermediate holding company, the mutual insurance holding company may, immediately prior to the merger, sell or cause the intermediate holding company to sell to the public up to 25 percent of its capital stock representing no more than 25 percent of the voting stock of the intermediate holding company.

(4) The office shall hold a public hearing to allow public comment on the plan and agreement of merger. The hearing must be held within 90 days after receipt of the office of the proposed plan and agreement of merger.

(5) The plan and agreement of merger shall be submitted to the members of the mutual holding company for their approval and shall take effect only if approved by a majority of the members of the mutual insurance holding company who vote either in person or by proxy on such merger at a meeting called for the purpose of voting on such merger, pursuant to reasonable notice and procedures as approved by the office.

History. — s. 5, ch. 2000-273; s. 5, ch. 2003-76; s. 1307, ch. 2003-261.

628.731 Application of holding company statutes and regulations.

History. — s. 1, ch. 97-216.

628.733 Converting mutual insurance holding company.

(1) A mutual insurance holding company may become a stock holding company under such plan and procedure as may be approved by the office.

(2) The office shall not approve any such plan and procedure unless:

History. — s. 1, ch. 97-216; s. 6, ch. 2003-76; s. 1308, ch. 2003-261.

628.801 Insurance holding companies; registration; regulation.

(1) An insurer that is authorized to do business in this state and that is a member of an insurance holding company shall, on or before April 1 of each year, register with the office and file a registration statement and be subject to regulation with respect to its relationship to the holding company as provided by law or rule. The commission shall adopt rules establishing the information and statement form required for registration and the manner in which registered insurers and their affiliates are regulated.

The rules apply to domestic insurers, foreign insurers, and commercially domiciled insurers, except for foreign insurers domiciled in states that are currently accredited by the NAIC. Except to the extent of any conflict with this code, the rules must include all requirements and standards of the Insurance Holding Company System Model Regulation and ss. 4 and 5 of the Insurance Holding Company System Regulatory Act of the NAIC, as adopted in December 2020. The commission may adopt subsequent amendments thereto if the methodology remains substantially consistent.

The rules may include a prohibition on oral contracts between affiliated entities. Material transactions between an insurer and its affiliates must be filed with the office as provided by rule.

(2) The ultimate controlling person of every insurer subject to registration shall also file an annual enterprise risk report on or before April 1. As used in this subsection, the term “ultimate controlling person” means a person who is not controlled by any other person. The report must, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer.

The report must be filed with the lead state office of the insurance holding company system as determined by the procedures within the Financial Analysis Handbook adopted by the NAIC and is confidential and exempt from public disclosure as provided in s. 624.4212.

(3) In addition to the powers which the office has under

chapter 624 relating to the examination of insurers, the office may examine any insurer registered under this

section and its affiliates to ascertain the financial condition of the insurer, including the enterprise risk to the insurer by the ultimate controlling party, or by any entity or combination of entities within the insurance holding company system, or by the insurance holding company system on a consolidated basis.

(4) The filings and related documents filed pursuant to this

section are confidential and exempt as provided in s. 624.4212 and are not subject to subpoena or discovery directly from the office. A waiver of any applicable privilege or claim of confidentiality in the filings and related documents may not occur as a result of any disclosure to the office under this

section or any other

section of the insurance code as authorized under s. 624.4212. Neither the office nor any person who received the filings and related documents while acting under the authority of the office or with whom such information is shared pursuant to s. 624.4212 is permitted or required to testify in any private civil action concerning any confidential documents, materials, or information subject to s. 624.4212. However, the department or office may use the confidential and exempt information in the furtherance of any regulatory or legal action brought against an insurer as a part of the official duties of the department or office.

(5) The failure to file a registration statement, or a

summary of the registration statement, or the enterprise risk filing report required by this

section within the time specified for filing is a violation of this section.

(6) Upon request, the office may waive the filing requirements of this section:

History. — s. 9, ch. 85-214; s. 1, ch. 86-286; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 23, ch. 93-410; s. 13, ch. 97-292; s. 1309, ch. 2003-261; s. 4, ch. 2007-138; s. 11, ch. 2014-101; s. 14, ch. 2021-77; s. 11, ch. 2024-182.

628.8015 Own-risk and solvency assessment; corporate governance annual disclosure.

(1) DEFINITIONS. —

(2) OWN-RISK AND SOLVENCY ASSESSMENT. —

(3) CORPORATE GOVERNANCE ANNUAL DISCLOSURE. —

(4) CONFIDENTIALITY. —

(5) USE OF THIRD-PARTY CONSULTANTS. —

(6) RULE ADOPTION. —

History. — ss. 1, 3, ch. 2016-206; s. 11, ch. 2018-131; s. 11, ch. 2023-172; s. 56, ch. 2024-2.

628.802 Injunction.

(1) Whenever it appears to the office that any insurer or any director, officer, or employee thereof, or appears to the department that any agent thereof has committed or is about to commit a violation of this part or of any rule or order issued by the commission, office, or department pursuant to this part, the office or department may apply to the circuit court in and for Leon County for an order enjoining the insurer, director, officer, employee, or agent from violating or continuing to violate this part or the rule or order and for other equitable relief as the nature of the case and the interest of the insurer’s policyholders, creditors, and shareholders or the public may require.

(2) Notwithstanding any other provision of law, for the purposes of this part the situs of the ownership of the securities of domestic insurers shall be deemed to be in this state.

History. — s. 9, ch. 85-214; s. 1, ch. 86-286; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1310, ch. 2003-261.

628.803 Sanctions.

(1) Any company failing, without just cause, to file any registration statement or certificate of exemption required to be filed pursuant to commission rules relating to this part or to submit an ORSA

summary report or a corporate governance annual disclosure required pursuant to s. 628.8015 shall, in addition to other penalties prescribed under the Florida Insurance Code, be subject to pay a penalty of $100 for each day’s delay, not to exceed a total of $10,000.

(2) Every director or officer of an insurance holding company system who knowingly violates or participates in, or who knowingly directs any of the officers or agents of the company to engage in transactions or make investments which have not been properly filed or approved or which violate commission rules relating to this part, shall pay, in their individual capacity, a civil forfeiture of not more than $5,000 per violation. In determining the amount of the civil forfeiture, the office shall take into account the appropriateness of the forfeiture with respect to the gravity of the violation, and the history of previous violations.

(3) Whenever it appears to the office that any insurer subject to this part or any director, officer, employee, or agent thereof has engaged in any transaction or entered into a contract which violates commission rules relating to this part, the office may order the insurer to cease and desist immediately any further activity under that transaction or contract. The office may also order the insurer to void any such transaction or contract and restore the status quo if this action is in the best interest of the policyholders, creditors, or public.

(4) If the office determines that any person violated s. 628.461, s. 628.801, or s. 628.8015, the violation may serve as an independent basis for disapproving dividends or distributions and for placing the insurer under an order of supervision in accordance with

part VI of

chapter 624.

(5) Any officer, director, or employee of an insurance holding company system who willfully and knowingly subscribes to, or makes or causes to be made, any false statements, false reports, or false filings with the intent to deceive the office in the performance of its duties under this

part is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084.

History. — s. 9, ch. 85-214; s. 1, ch. 86-286; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 1311, ch. 2003-261; s. 12, ch. 2014-101; ss. 2, 3, ch. 2016-206.

628.804 Groupwide supervision for international insurance groups.

(1) As used in this section:

(2) The office may act as the groupwide supervisor for an international insurance group in which the ultimate controlling person of the group is domiciled in this state.

(3)(

a) If the ultimate controlling person is domiciled outside this state, the office, in cooperation with other groupwide supervisors, may:

(4) The commission may adopt rules to administer this section, including rules establishing the criteria for making a determination under paragraph (3)(a), such as the extent of insurance operations in this state and nation; the location of the executive offices, assets and liabilities, and business operations of the international insurance group; the domicile of the ultimate controlling person of the international insurance group; and the similarity of the regulatory systems of other jurisdictions acting or seeking to act as lead groupwide supervisor.

History. — s. 13, ch. 2014-101.

628.805 Supervisory colleges.

(1) With respect to participation in a supervisory college, the office may:

(2) With respect to an insurer registered under s. 628.801, and in accordance with this section, the office may participate in a supervisory college for any domestic insurer that is part of an insurance holding company system that has international operations in order to determine the insurer’s compliance with this chapter.

(3) Each registered insurer subject to this

section is liable for and shall pay reasonable expenses for the office’s participation in a supervisory college, including reasonable travel expenses. A supervisory college may be convened as a temporary or permanent forum for communication and cooperation between the regulators charged with the supervision of the insurer or its affiliates, and the office may impose a regular assessment on the insurer for the payment of these expenses.

History. — s. 14, ch. 2014-101.

628.901

Definitions.

(1) “Affiliated company” means a company in the same corporate system as a parent, an industrial insured, or a member organization by virtue of common ownership, control, operation, or management.

(2) “Captive insurance company” means a domestic insurer established under this part. A captive insurance company includes a pure captive insurance company, special purpose captive insurance company, or industrial insured captive insurance company formed and licensed under this part.

(3) “Captive reinsurance company” means a reinsurance company that is formed and licensed under this part and is wholly owned by a qualifying reinsurance parent company. A captive reinsurance company is a stock corporation and may not directly insure risks. A captive reinsurance company may reinsure only risks.

(4) “Consolidated debt to total capital ratio” means the ratio of the sum of all debts and hybrid capital instruments as described in paragraph (

a) to total capital as described in paragraph (b).

(5) “Consolidated GAAP net worth” means the consolidated owners’ equity determined in accordance with generally accepted accounting principles for reporting to the United States Securities and Exchange Commission.

(6) “Controlled unaffiliated business” means a company:

(7) “GAAP” means generally accepted accounting principles.

(8) “Industrial insured” means an insured that:

(9) “Industrial insured captive insurance company” means a company that provides insurance only to the industrial insureds that are its stockholders or members, and affiliates thereof, or to the stockholders, and affiliates thereof, of its parent corporation. An industrial insured captive insurance company can also provide reinsurance to insurers only on risks written by such insurers for the industrial insureds that are the stockholders or members, and affiliates thereof, of the industrial insured captive insurance company, or the stockholders, and affiliates thereof, of the parent corporation of the industrial insured captive insurance company.

(10) “Office” means the Office of Insurance Regulation.

(11) “Parent” means any corporation, limited liability company, partnership, or individual that directly or indirectly owns, controls, or holds with power to vote more than 50 percent of the outstanding voting interests of a captive insurance company.

(12) “Pure captive insurance company” means a company that insures risks of its parent, affiliated companies, controlled unaffiliated businesses, or a combination thereof.

(13) “Qualifying reinsurer parent company” means a reinsurer that currently holds a certificate of authority or qualifies for credit for reinsurance under s. 624.610(3) and possesses a consolidated GAAP net worth of at least $500 million and a consolidated debt to total capital ratio of not greater than 0.50.

(14) “Special purpose captive insurance company” means a captive insurance company that is formed or licensed under this

chapter that does not meet the definition of any other type of captive insurance company defined in this section.

(15) “Treasury rates” means the United States Treasury STRIPS asked yield as published in the Wall Street Journal as of a balance sheet date.

History. — ss. 632, 809(1st), ch. 82-243; s. 5, ch. 85-214; ss. 1, 11, ch. 87-127; ss. 77, 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 19, ch. 2012-151; s. 1, ch. 2013-209.

628.905 Licensing; authority.

(1) A captive insurance company, if permitted by its charter or articles of incorporation, may apply to the office for a license to do any and all insurance authorized under the insurance code, other than workers’ compensation and employer’s liability, life, health, personal motor vehicle, and personal residential property insurance, except that:

(2) To conduct insurance business in this state, a captive insurance company must:

(3) Before receiving a license, a captive insurance company formed as a corporation or a nonprofit corporation must file with the office a certified copy of its articles of incorporation and bylaws, a statement under oath of its president and secretary showing its financial condition, and any other statements or documents required by the office. In addition, an applicant captive insurance company must file with the office evidence of:

(4) A captive insurance company or captive reinsurance company must pay to the office a nonrefundable fee of $1,500 for processing its application for license.

(5) If the office is satisfied that the documents and statements filed by the captive insurance company comply with this chapter, the office may grant a license authorizing the company to conduct insurance business in this state until the next succeeding March 1, at which time the license may be renewed.

(6) Upon approval of the office, a foreign or alien captive insurance company may become a domestic captive insurance company by complying with all of the requirements of law relative to the organization and licensing of a domestic captive insurance company of the same or equivalent type in this state and by filing with the Secretary of State its charter or other organizational documents, together with any appropriate amendments that have been adopted in accordance with the laws of this state to bring the charter or other organizational documents into compliance with the laws of this state, along with a certificate of good standing issued by the office.

The captive insurance company is then entitled to the necessary or appropriate certificates and licenses to continue transacting business in this state and is subject to the authority and jurisdiction of this state. In connection with this redomestication, the office may waive any requirements for public hearings. It is not necessary for a captive insurance company redomesticating into this state to merge, consolidate, transfer assets, or otherwise engage in any other reorganization, other than as specified in this section.

(7) An industrial insured captive insurance company need not be incorporated in this state if it has been validly incorporated under the laws of another jurisdiction.

History. — ss. 664, 809(1st), ch. 82-243; ss. 3, 11, ch. 87-127; ss. 087, 188, ch. 91-108; s. 4, ch. 91-429; s. 1312, ch. 2003-261; s. 20, ch. 2012-151; s. 2, ch. 2013-209.

628.906 Application requirements; restrictions on eligibility of officers and directors.

(1) To evidence competence and trustworthiness of its officers and directors, the application for a license to act as a captive insurance company or captive reinsurance company shall include, but not be limited to, background investigations, biographical affidavits, and fingerprints for all officers and directors. Fingerprints must be taken by a law enforcement agency or other entity approved by the office, be accompanied by the fingerprint processing fee specified in s. 624.501, and processed in accordance with s. 624.34.

(2) The office may deny, suspend, or revoke the license to transact captive insurance or captive reinsurance in this state if any person who was an officer or director of an insurer, reinsurer, captive insurance company, captive reinsurance company, financial institution, or financial services business doing business in the United States, any state, or under the law of any other country and who served in that capacity within the 2-year period prior to the date the insurer, reinsurer, captive insurance company, captive reinsurance company, financial institution, or financial services business became insolvent, serves as an officer or director of a captive insurance company or officer or director of a captive reinsurance company licensed in this state unless the officer or director demonstrates that his or her personal actions or omissions were not a contributing cause to the insolvency or unless the officer or director is immediately removed from the captive insurance company or captive reinsurance company.

(3) The office may deny, suspend, or revoke the license to transact insurance or reinsurance in this state of a captive insurance company or captive reinsurance company if any officer or director, any stockholder that owns 10 percent or more of the outstanding voting securities of the captive insurance company or captive reinsurance company, or incorporator has been found guilty of, or has pleaded guilty or nolo contendere to, any felony or crime involving moral turpitude, including a crime of dishonesty or breach of trust, punishable by imprisonment of 1 year or more under the law of the United States or any state thereof or under the law of any other country without regard to whether a judgment of conviction has been entered by the court having jurisdiction in such case.

However, in the case of a captive insurance company or captive reinsurance company operating under a subsisting license, the captive insurance company or captive reinsurance company shall remove any such person immediately upon discovery of the conditions set forth in this subsection when applicable to such person or upon the order of the office, and the failure to so act shall be grounds for revocation or suspension of the captive insurance company’s or captive reinsurance company’s license.

History. — s. 21, ch. 2012-151; s. 56, ch. 2013-116.

628.907 Minimum capital and net assets requirements; restriction on payment of dividends.

(1) A captive insurance company may not be issued a license unless it possesses and thereafter maintains unimpaired paid-in capital of:

(2) The office may not issue a license to a captive insurance company incorporated as a nonprofit corporation unless the company possesses and maintains unrestricted net assets of:

(3) Contributions to a captive insurance company incorporated as a nonprofit corporation must be in the form of cash, cash equivalent, or an irrevocable letter of credit issued by a bank chartered by this state or a member bank of the Federal Reserve System with a branch office in this state, or as approved by the office.

(4) For purposes of this section, the office may issue a license expressly conditioned upon the captive insurance company providing to the office satisfactory evidence of possession of the minimum required unimpaired paid-in capital. Until this evidence is provided, the captive insurance company may not issue any policy, assume any liability, or otherwise provide coverage. The office may revoke the conditional license if satisfactory evidence of the required capital is not provided within a maximum period of time, not to exceed 1 year, to be established by the office at the time the conditional license is issued.

(5) The office may prescribe additional capital or net assets based upon the type, volume, and nature of insurance business transacted. Contributions in connection with these prescribed additional net assets or capital must be in the form of:

(6) A captive insurance company may not pay a dividend out of, or other distribution with respect to, capital or surplus in excess of the limitations set forth in this

chapter without the prior approval of the office. Approval of an ongoing plan for the payment of dividends or other distributions must be conditioned upon the retention, at the time of each payment, of capital or surplus in excess of amounts specified by, or determined in accordance with formulas approved by, the office.

(7) An irrevocable letter of credit that is issued by a financial institution other than a bank chartered by this state or a member bank of the Federal Reserve System must meet the same standards as an irrevocable letter of credit that has been issued by a bank chartered by this state or a member bank of the Federal Reserve System.

History. — ss. 664, 809(1st), ch. 82-243; ss. 4, 11, ch. 87-127; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 22, ch. 2012-151; s. 3, ch. 2013-209.

628.908 Surplus requirements; restriction on payment of dividends.

(1) The office may not issue a license to a captive insurance company unless the company possesses and maintains unimpaired surplus of:

(2) For purposes of this section, the office may issue a license expressly conditioned upon the captive insurance company providing to the office satisfactory evidence of possession of the minimum required unimpaired surplus. Until this evidence is provided, the captive insurance company may not issue any policy, assume any liability, or otherwise provide coverage. The office may revoke the conditional license if satisfactory evidence of the required surplus is not provided within a maximum period of time, not to exceed 1 year, to be established by the office at the time the conditional license is issued.

(3) A captive insurance company may not pay a dividend out of, or other distribution with respect to, capital or surplus in excess of the limitations set forth in this

chapter without the prior approval of the office. Approval of an ongoing plan for the payment of dividends or other distribution must be conditioned upon the retention, at the time of each payment, of capital or surplus in excess of amounts specified by, or determined in accordance with formulas approved by, the office.

(4) An irrevocable letter of credit that is issued by a financial institution other than a bank chartered by this state or a member bank of the Federal Reserve System must meet the same standards as an irrevocable letter of credit that has been issued by a bank chartered by this state or a member bank of the Federal Reserve System.

History. — s. 23, ch. 2012-151.

628.909 Applicability of other laws.

(1) The Florida Insurance Code does not apply to captive insurance companies or industrial insured captive insurance companies except as provided in this part and subsections (2) and (3).

(2) The following provisions of the Florida Insurance Code apply to captive insurance companies who are not industrial insured captive insurance companies to the extent that such provisions are not inconsistent with this part:

(3) The following provisions of the Florida Insurance Code shall apply to industrial insured captive insurance companies to the extent that such provisions are not inconsistent with this part:

History. — ss. 664, 809(1st), ch. 82-243; s. 46, ch. 83-215; ss. 5, 11, ch. 87-127; s. 34, ch. 87-226; ss. 187, 188, ch. 91-108; s. 4, ch. 91-429; s. 33, ch. 95-211; s. 67, ch. 2001-63; s. 122, ch. 2005-2; s.