Ind. Code ch. 27-14.5-2

in effect

Ind. Code § 27-14.5-2-1 Conditions for reorganization of a mutual insurance company; resulting subsidiaries

Sec. 1. (a) A mutual insurance company may reorganize under this chapter as a mutual insurance holding company with one (1) or more subsidiaries if the following occur: (1) The adoption of a plan of reorganization by the mutual insurance company's board of directors in accordance with section 4 of this chapter. (2) The approval by the commissioner of the mutual insurance company's application for reorganization. (3) The favorable vote of the mutual insurance company's members under sections 8 through 12 of this chapter. (b) The subsidiaries of a mutual insurance holding company that result from a reorganization of a mutual insurance company under this chapter: (1) must include at least one (1) stock insurance company subsidiary; and (2) may include one (1) or more intermediate stock holding companies. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-2 Different means of reorganizing into a mutual insurance holding company

Sec. 2. The reorganization of a mutual insurance company or two (2) or more mutual insurance companies into a mutual insurance holding company structure under this chapter may be accomplished by any means approved by the commissioner, including the following: (1) The establishment of at least one (1) company. (2) The amendment or restatement of the articles and bylaws of any company. (3) The transfer or acquisition of any or all of the assets and liabilities of any company. (4) The transfer or acquisition of any or all of the capital stock of any company. (5) The merger of two (2) or more companies. (6) The merger of a mutual insurance company's members into any existing mutual insurance holding company with continued corporate existence of the reorganized mutual insurance company as a reorganized insurer. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-3 Mutual insurance holding company must have voting power

Sec. 3. After the effective date of the reorganization of a mutual insurance company as a mutual insurance holding company under this chapter, the mutual insurance holding company must at all times have the direct or indirect power to cast at least a majority of the votes for the election of the members of the board of directors of: (1) each stock insurance company subsidiary; and (2) any intermediate stock holding company. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-4 Required vote of board of directors in favor of plan of reorganization

Sec. 4. A plan of reorganization under this chapter must be adopted by: (1) a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company; or (2) in the case of the formation of any intermediate stock insurance holding company that is not concurrent with the formation of the mutual insurance holding company, by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance holding company. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-5 Filing of application with insurance commissioner

Sec. 5. Not later than ninety (90) days after the adoption of a plan of reorganization and before a vote on the plan by the members, the company adopting the plan of reorganization must file with the commissioner an application containing the following: (1) A plan of reorganization. (2) The form of the notice, proxy statement, and the proxy form to be used in providing notice of the plan of reorganization and soliciting the votes of members under section 11 of this chapter. (3) A list of the officers and directors of each company that is affected by the plan of reorganization. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-6 Contents of plan of reorganization

Sec. 6. (a) A plan of reorganization filed with the commissioner under this chapter must include the following: (1) A description of all significant terms of the proposed reorganization. (2) Any plan to issue stock that may be proposed in connection with the plan of reorganization. (3) A statement describing how the reorganization is fair and equitable to the members. (4) With respect to participating policies and contracts of the reorganized insurer, a description of the current dividend practices of the mutual insurance company and the dividend practices to be followed by the reorganized insurer on and after the effective date of the plan of reorganization. (5) Information sufficient to demonstrate that the financial condition of the mutual insurance company will not be diminished upon reorganization. (6) Provisions that provide the following: (A) Immediate membership in the mutual insurance holding company for all existing members of the mutual insurance company. (B) A member's interest in a mutual insurance holding company may not be transferred, assigned, pledged, or alienated in any manner except in connection with a transfer, assignment, pledge, or alienation of the policy from which the member's interest is derived. (C) A member's interest in a mutual insurance holding company will automatically terminate upon the lapse or other termination of the policy from which the member's interest is derived. (7) Provisions for the discretionary granting of membership interests for existing or future policyholders of the reorganized insurer and any other existing or future direct or indirect stock insurance company subsidiary. (8) Provisions to ensure that, in the event of proceedings for rehabilitation or liquidation involving a stock insurance company subsidiary of the mutual insurance holding company, the assets of the mutual insurance holding company will be available to satisfy the policyholder obligations of the stock insurance company subsidiary. (9) The proposed articles of incorporation and bylaws of the mutual insurance holding company, intermediate stock holding company, and reorganized insurer or proposed amendments thereto as necessary to effectuate the reorganization. (10) A certification that the plan of reorganization has been duly adopted by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurance company. (11) The names, addresses, and occupational information of all corporate officers and all members of the board of directors of the proposed mutual insurance holding company. (12) A description of any plans for the initial sale of stock of the intermediate stock holding company or reorganized insurer. (13) With regard to a policy of the mutual insurance company in force on the effective date of a plan of reorganization, a provision that provides the policy continues to remain in force under the policy's terms as the policy of the reorganized insurer. (14) Any other information requested by the commissioner. (b) A plan of reorganization that is filed with the commissioner under this chapter may also include any other provision acceptable to the commissioner. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-7 Amendment or termination of plan of reorganization

Sec. 7. A plan of reorganization that is adopted by the board of directors of the applicant may be amended or terminated by a vote of not less than two-thirds (2/3) of the members of the board of directors of the applicant: (1) in response to the comments or recommendations of the commissioner, or any other state or federal agency or entity, before any solicitation of proxies from the members to vote on the plan of reorganization; (2) at any time before the members vote on the plan of reorganization; or (3) otherwise, at any time, with the consent of the commissioner. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-8 Submission of plan of reorganization to members

Sec. 8. (a) A plan of reorganization must be submitted for approval by the members at a special or annual meeting of members held in accordance with IC 27-1-7-7. (b) The meeting of members under subsection (a) must be held after the commissioner has approved the plan under IC 27-14.5-4. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-9 Member voting on plan of reorganization

Sec. 9. In accordance with IC 27-1-7-9, a member: (1) may vote in person or by proxy; and (2) is entitled to cast only one (1) vote on the proposed plan of reorganization, regardless of the number of policies or the amount of insurance that the member may have with the applicant or any affiliate of the applicant. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-10 Notice of meeting to all members

Sec. 10. All members, in accordance with IC 27-1-7-7, must be provided with notice of the meeting at which the plan of reorganization will be submitted for approval by the members in the manner outlined in the plan of reorganization approved by the commissioner. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-11 Required contents of proxy solicitation

Sec. 11. A person soliciting a proxy from a member shall provide all members with a proxy statement that: (1) identifies the person soliciting the proxy; (2) informs the member of the right to vote upon the plan of reorganization and the vote required for approval; (3) briefly describes the proposed plan of reorganization and any voting capital stock to be offered; (4) explains the use of any new capital to be raised; and (5) describes any employee benefit plan or stock option plan. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-12 Required vote of members in favor of plan of reorganization

Sec. 12. A plan of reorganization is approved under this chapter upon the affirmative vote of at least a majority of the votes cast by eligible members either in person or by proxy. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-13 Filing minutes of meeting at which plan of reorganization is approved

Sec. 13. Not later than thirty (30) days after the members have approved a plan of reorganization under this chapter, the applicant must file with the commissioner the minutes of the meeting at which the plan of reorganization was approved. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-14 Transfer of rights, liabilities, and authority to reorganized insurer

Sec. 14. The reorganized insurer to which insurance policies, contracts, and other assets and obligations are transferred in connection with a plan of reorganization under this chapter has, with respect to the insurance policies, contracts, and other assets and obligations, all rights, liabilities, and authority of the mutual insurance company that is subject to the plan of reorganization. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-15 Proceeding pending against mutual insurance company

Sec. 15. If a proceeding is pending against a mutual insurance company that is the subject of a plan of reorganization under this chapter: (1) the proceeding may be continued against the reorganized insurer under its former name after the effective date of the reorganization, as if the reorganization had not occurred; or (2) the reorganized insurer that succeeds to the mutual insurance company's business may be substituted in the proceeding for the mutual insurance company. As added by P.L.226-2023, SEC.30.

Ind. Code § 27-14.5-2-16 Reorganized insurer may retain name

Sec. 16. The reorganized insurer, at its discretion, may retain the name the reorganized insurer had prior to its reorganization into a mutual insurance holding company structure. As added by P.L.226-2023, SEC.30.

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