Procedure for Forming a Missouri Domestic Insurance Company

PURPOSE: The purpose of this rule is to prescribe forms and procedures to be followed in forming an insurance company organized under the laws of the state of Missouri. This rule also effectuates and aids in the interpretation of sections 376.010–376.120, RSMo (life insurance companies) and sections 379.010–379.065, RSMo (insurance companies other than life). (1) The procedures outlined in section (2) of this rule are the procedures for the successful formation of a Missouri domestic insurance company authorized to transact an insurance business in this state. The steps outlined in subsections (A) through (F) of section (2) are set forth in chronological order. (2) A Missouri domestic insurance company shall be formed in accordance with the following procedures and forms: (A) The incorporators form the corporation that will become an insurance company organized under the laws of the state of Missouri. The incorporators must— 1. Issue a declaration of intent to form an insurance company and state its articles of incorporation to comply with the requirements of Missouri law. See sections 376.010 to 376.120, RSMo (life insurance companies) and sections 379.010 to 379.065, RSMo (other than life). Particular attention should be paid to the requirements for the number and residence of the members of the board of directors and the place where the principal office for the conduct of the insurance company’s business will be conducted. Prior to publication, the company is encouraged to provide a draft of the declaration and articles of incorporation to the Division of Insurance Company Regulation (division) of the department for review; 2. Publish the declaration and the articles pursuant to law; 3. File with the division an affidavit of publication from the publisher of the declaration and articles, and the articles in triplicate original; and 4. Submit to the division a completed Uniform Certificate of Authority Application (UCAA)-primary application. Upon request, the division will provide information regarding— A. How to obtain the appropriate UCAA form (including any forms specific to Missouri under the UCAA review process); and B. The application of the statutory standards for evaluating an application for a certificate of authority; (B) If the company’s filings under paragraph 3. of subsection (A) are in compliance with the applicable laws and regulations relating to a Missouri domestic insurance company, the division will cause the articles to be reviewed by the Missouri attorney general (AG). Upon receipt of the AG’s certification, the department will file the articles and a copy of the AG’s certification with the Missouri secretary of state for the issuance of a certificate of incorporation. (The secretary of state may require the payment of certain fees and taxes before issuing the certificate of incorporation); (C) Upon receipt of a copy of the certificate of incorporation, the company shall— 1. Form its board of directors, appoint officers, issue stock (if a stock company), or take deposits (if a mutual company); and 2. Place the proceeds from the stock subscription or deposits into accounts (including the deposit with the department); (D) The division may contact the company to schedule a pre-licensing examination, which may, among other things, verify the statutory deposit, compliance with financial requirements, the location of the company’s principal place of business, and the competency and integrity of the company’s officers and directors; (E) Upon receipt of a copy of the certificate of incorporation and notice from the division of the completion of its review of the application, the director will determine whether or not to issue a certificate of authority to transact the business of insurance in this state; and (F) Upon receipt of a certificate of authority, the insurance company will file with the department’s Property and Casualty Section or Life and Health Section (whichever is applicable) any premium rates, policy forms, or endorsements as may be needed to transact the insurance company’s business. AUTHORITY: section 374.045, RSMo 2016.* Original rule filed June 14, 2001, effective Dec. 30, 2001. Amended: Filed May 13, 2019, effective Nov. 30, 2019. *Original authority: 374.045, RSMo 1967, emended 1993, 1995, 2008.