Iowa Admin. Code r. 191-46.2

Current through Register Vol. 47, No. 11, December 11, 2024

Rule 191-46.2 - Definitions

In addition to the definitions in 191-1.1 (502,505), the following definitions apply to this chapter:

"Affiliatedperson" of another person means:

1. Any person directly or indirectly owning, controlling, or holding with power to vote, 5 percent or more of the outstanding voting securities of such other person,

2. Any person 5 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person,

3. Any person directly or indirectly controlling, controlled by, or under common control with, such other person, or

4. Any officer, director, partner, copartner, or employee of such other person.

"Domestic mutual insurance company" means an insurance company organized on a mutual plan and incorporated under the laws of Iowa.

"Interestedperson" of another person means:

1. Any affiliated person of such company,

2. Any member of the immediate family of any natural person who is an affiliated person of such company,

3. Any person or partner or employee of any person who at any time since the beginning of the last two completed fiscal years of such company has acted as legal counsel for such company, or

4. Any natural person whom the commissioner by order shall have determined to be an interested person by reason of having had, at any time since the beginning of the last two completed fiscal years of such company, a material business or professional relationship with such company or with the principal executive officer of such company.

"Intermediate holding company" means a holding company which is a subsidiary of a mutual insurance holding company or part of a holding company system controlled by a mutual insurance holding company pursuant to the provisions of Iowa Code chapter 521 A.

"limited application" means an application by a domestic mutual insurance company for reorganization to a mutual insurance holding company which will hold, at all times, 100 percent of the stock of its insurance subsidiaries.

"Member of the immediate family" means any parent, spouse of a parent, child, spouse of a child, spouse, brother or sister, and includes step and adoptive relationships.

"Mutual insurance holding company" means a holding company organized on a mutual plan and incorporated under the laws of Iowa, resulting from the reorganization of a domestic mutual insurance company pursuant to the provisions of Iowa Code section 521A.14, with one or more stock insurance holding company subsidiaries or stock insurance company subsidiaries. A mutual insurance holding company shall be a person as defined in Iowa Code section 521 A. 1 and shall be subject to the provisions of Iowa Code chapter 521 A.

"Plan of reorganization" means a plan to reorganize a domestic mutual insurance company by forming a mutual insurance holding company.

"Standard application" means an application by a domestic mutual insurance company for reorganization to a mutual insurance holding company which may sell interests in its subsidiaries to third parties.

"Stock" means any security evidencing an equity interest in the issuing entity.

"Stock offering" means any proposed sale, exchange, transfer or other change of ownership of stock or of securities convertible into or exchangeable or exercisable for stock. For the purposes of these rules, "stock offering" shall not mean (1) an offering of preferred stock which is not convertible or exchangeable into common stock and which has no ordinary voting rights or (2) a transfer of stock between any of the following:

* A mutual insurance holding company,

* An insurance company subsidiary of a mutual insurance holding company,

* An intermediate holding company subsidiary of a mutual insurance holding company, and

* An insurance company subsidiary of an intermediate holding company subsidiary to a mutual insurance holding company.

Iowa Admin. Code r. 191-46.2

Amended by IAB March 10, 2021/Volume XLIII, Number 19, effective 4/14/2021