Mutual Insurance Holding Companies

V.S.A. tit. 8, ch. 101, subch. 3A

in effect

8 V.S.A. § 3441 Formation of a mutual insurance holding company

3441. Formation of a mutual insurance holding company (a) A domestic mutual insurance company, upon approval of the Commissioner, may reorganize by forming an insurance holding company based upon a mutual plan and continue the corporate existence of the reorganizing insurance company as a stock insurance company subsidiary of the mutual insurance holding company. The mutual insurance company shall file with the Commissioner the plan of reorganization, proposed amended and restated charters for the mutual holding company and the insurance company, and such other relevant information as the Commissioner shall require. The Commissioner shall, in accordance with section 3305 of this title, make a determination as to the general good of the proposed reorganization. The Commissioner may, in his or her discretion, conduct a single public hearing as provided by section 3305 of this title to consider the formation of the mutual holding company and stock insurance company. The Commissioner shall, within 90 days, approve any proposed mutual holding company formation unless the Commissioner finds: (1) disapproval is necessary to prevent practices that will cause financial impairment to the mutual insurance company or proposed stock company; (2) the financial or management resources of the mutual insurance company warrant disapproval; (3) the mutual insurance company fails to furnish the information required by this section; (4) the mutual insurance company fails to provide certified copies of the approval of its plan of reorganization by two-thirds of its board of directors; or (5) the proposed reorganization would be unfair to policyholders. (b) All of the initial shares of the capital stock of the reorganized insurance company shall be issued to the mutual insurance holding company or to a stock insurance holding company that is wholly owned by the mutual insurance holding company. The membership interests of the policyholders of the reorganized insurance company shall become membership interests in the mutual insurance holding company. Policyholders of the reorganized insurance company shall be members of the mutual insurance holding company in accordance with the articles of incorporation and bylaws of the mutual insurance holding company. The mutual insurance holding company shall at all times own, directly or indirectly, a majority of the voting shares of the capital stock of the subsidiary stock insurance company. For purposes of this subchapter, “stock insurance holding company” means a corporation at least a majority of the voting shares of that is owned, directly or through another stock insurance holding company, by a mutual insurance holding company and that holds, directly or indirectly, all the voting shares of the reorganized insurer. (c) Reorganization of the domestic mutual insurance company shall be subject to approval of its members or policyholders in accordance with section 3427 of this title and dissenting members or policyholders may petition the Commissioner in accordance with section 3429 of this title, except the request for a hearing must be filed within 30 days of the giving of notice to policyholders of their right to dissent after the regular or special meeting of the policyholders at which the reorganization was approved; provided, however, that no notice is required to be sent to policyholders who voted in favor of the reorganization. (d) Notwithstanding the provisions of subsection (a) of this section, the Commissioner, in his or her discretion, may disapprove any proposed mutual holding company formation if he or she determines that the proposal is contrary to the financial interests of the policyholders. (e) The mutual insurance holding company may use the word “mutual” in its name. The stock insurance company subsidiary of the mutual insurance holding company may continue to use the word “mutual” in its name if the name also includes the abbreviation “SI” for stock insurer. Added 1995, No. 167 (Adj. Sess.), § 29a; amended 1997, No. 54, § 12, eff. June 26, 1997; 1999, No. 86 (Adj. Sess.), §§ 2, 3, eff. April 27, 2000; 2025, No. 142 (Adj. Sess.), § 44, eff. July 1, 2026.

8 V.S.A. § 3442 Merger of mutual insurance company into an existing mutual insurance holding company; merger and acquisition by mutual insurance holding company or subsidiary of mutual insurance holding company

3442. Merger of mutual insurance company into an existing mutual insurance holding company; merger and acquisition by mutual insurance holding company or subsidiary of mutual insurance holding company (a) Merger of mutual insurance company into mutual insurance holding company. A domestic or foreign mutual insurance company, upon the approval of the Commissioner, may reorganize by merging its policyholders’ membership interests into a mutual insurance holding company formed pursuant to section 3441 of this title and continue the corporate existence of the reorganizing insurance company as a stock insurance company subsidiary of the mutual insurance holding company. A merger pursuant to this section shall be governed by the terms, conditions, and procedure set forth in section 3441 of this title. (b) Merger and acquisition by mutual insurance holding company or subsidiary of mutual insurance holding company. Subject to applicable requirements of this chapter, a mutual insurance holding company may: (1) merge or consolidate with, or acquire the assets of, a mutual insurance holding company reorganized pursuant to this act or any similar entity organized pursuant to the laws of any other state; (2) either alone or together with one or more stock insurance holding companies as defined in subsection 3443(c) of this title, or other subsidiaries, directly or indirectly, acquire the stock of a stock insurance company or a mutual insurance company that reorganizes under this act or the law of its state of organization; (3) together with one or more of its stock insurance company subsidiaries, acquire the assets of a stock insurance company or a mutual insurance company; or (4) acquire a stock insurance company through the merger of such stock insurance subsidiary with a stock insurance company or stock insurance holding company. (c) A merger or consolidation pursuant to subsection (b) of this section is subject to the standards and procedures prescribed in sections 3424 through 3434 of this title. Mutual insurance holding companies and stock insurance holding companies shall be considered insurers for purposes of application of such sections. (d) No such merger or consolidation shall be effectuated unless in advance thereof, the plan and agreement therefor have been filed with and approved by the Commissioner. Such approval shall be given unless the Commissioner finds such plan or agreement: (1) is inequitable to the policyholders of any insurer involved in the merger or the members of any mutual insurance holding company involved in the merger; or (2) would substantially reduce the security of and service to be rendered to policyholders of an insurer involved in the merger or consolidation. (e) A stock or asset acquisition pursuant to subsection (b) of this section shall be subject to the provisions of subsection 3443(c) of this title. (f) The provisions of subsection 3441(b) of this title shall apply to any transaction under this section that involves the merger, consolidation, or acquisition of a mutual insurance company or mutual insurance holding company. Added 1995, No. 167 (Adj. Sess.), § 29a; amended 1999, No. 86 (Adj. Sess.), § 4, eff. April 27, 2000.

8 V.S.A. § 3443 Regulated as an insurance company

3443. Regulated as an insurance company (a) A stock insurance company resulting from the reorganization of a domestic mutual insurance company shall be regulated as a stock insurance company under this title and shall have all the rights, privileges, immunities, and powers of the former mutual insurance company and shall be subject to all the duties and liabilities of an insurer organized under this title. (b) The Commissioner shall retain jurisdiction over a mutual insurance holding company and any stock insurance holding company to ensure that policyholder interests are protected. A mutual insurance holding company and any stock insurance holding company are deemed to be insurers subject to chapter 145 of this title. A mutual insurance holding company and any stock insurance holding company shall automatically be a party to any proceeding under chapter 145 of this title involving a stock insurance company reorganized under this subchapter. In any proceeding under chapter 145 of this title involving a reorganized stock insurance company, the assets of the mutual insurance holding company and any stock insurance holding company are deemed to be assets of the estate of the reorganized insurance company for purposes of satisfying the claims of the reorganized insurance company’s policyholders. A mutual insurance holding company shall not dissolve or liquidate without the approval of the Commissioner or as ordered by the Superior Court pursuant to chapter 145 of this title. The Commissioner shall have jurisdiction over a stock insurance holding company as if it were a mutual insurance holding company. (c) Acquisitions and investments by mutual insurance holding companies, including those acquisitions pursuant to subsection 3442(b) of this title, shall be subject to the procedures and standards prescribed by chapter 101, subchapter 13 of this title. Mutual insurance holding companies and stock insurance holding companies shall be considered a domestic insurer for purposes of such acquisition. Added 1995, No. 167 (Adj. Sess.), § 29a; amended 1999, No. 86 (Adj. Sess.), § 5, eff. April 27, 2000.

8 V.S.A. § 3444 Demutualization of a mutual insurance holding company

3444. Demutualization of a mutual insurance holding company (a) Sections 3422 and 3423 of this title are not applicable to a reorganization or merger pursuant to section 3441 or 3442 of this title. (b) Sections 3422 and 3423 of this title are applicable to the demutualization of a mutual insurance holding company that resulted from the reorganization of a domestic mutual insurance company pursuant to section 3441 as if it were a mutual insurance company. Added 1995, No. 167 (Adj. Sess.), § 29a.

8 V.S.A. § 3445 Membership interest not a security

3445. Membership interest not a security A membership interest in a domestic mutual insurance holding company shall not constitute a security as defined by 9 V.S.A. § 4202a. Added 1995, No. 167 (Adj. Sess.), § 29a.

8 V.S.A. § 3446 Filing of amended charters

3446. Filing of amended charters Upon the consummation of a reorganization or merger pursuant to this subchapter, duplicate originals of amended and restated charter documents adopted by the mutual holding company and the insurance company shall be filed in the office of the Secretary of State, and shall take effect as of the date of the filing of such originals in such office. Added 1995, No. 167 (Adj. Sess.), § 29a.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/08/101Fetched: 10/21/2026