Procedure for Redomestication

PURPOSE: The purpose of this rule is to prescribe forms and procedures to be followed in redomesticating an insurance company from or into the state of Missouri. This rule also effectuates and aids in the interpretation of section 375.908, RSMo. (1) Redomestication to Missouri from Another State. In order to redomesticate an insurance company organized under the laws of any other state to the state of Missouri, the insurance company shall comply with the following forms and procedures in the chronological order set forth below beginning with subsection (A). The insurance company must— (A) Obtain a certificate of authority to transact an insurance business in the state of Missouri, if not previously obtained; (B) Obtain the approval of the current state of domicile to redomesticate to Missouri. This approval may be either unconditional or conditioned on future events such as Missouri’s acceptance of the redomestication; (C) Apply for redomestication to Missouri. The law (section 375.908, RSMo) requires a company redomesticating to Missouri to comply with all the requirements of law relative to organizing and licensing a domestic insurer. This means that the company must— 1. Submit to the Division of Insurance Company Regulation (division) of the department a completed Uniform Certificate of Authority Application (UCAA)-primary application; 2. Designate its principal place of business at a place in Missouri; 3. Issue a declaration and amend and restate its articles of incorporation to comply with the requirements of Missouri law. See sections 376.010 to 376.120, RSMo (life insurance companies) and 379.010 to 379.065, RSMo (other than life). A declaration of intent to redomesticate will be accepted as a substitute for a declaration of intent to form. The amended and restated articles will be accepted as a substitute for the charter. The quantity of directors referenced in section 376.060, 376.100, 379.035, or 379.060, RSMo, as applicable, will be accepted as substitutes for the incorporators. Prior to publication, the insurance company is encouraged to provide a draft of the declaration and articles of incorporation to the division for review; 4. Publish the declaration and the amended and restated articles pursuant to law. The declaration may reflect the intent to redomesticate rather than the intent to form; and 5. File with the division an affidavit of publication from the publisher of the amended and restated articles, the amended and restated articles in triplicate original, and the order from the current state of domicile approving the redomestication or other evidence of approval acceptable to the director; (D) If the insurance company’s filings 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); (E) 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; and (F) Upon receipt 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 as a domestic insurance company. (2) Redomestication from Missouri to Another State. In order to redomesticate an insurance company organized under the laws of the state of Missouri to another state, the insurance company shall comply with the following forms and procedures in the chronological order set forth below beginning with subsection (A): (A) The Missouri domestic insurer must request the division to approve a redomestication to a specified state and provide evidence that the Missouri domestic insurer is admitted to do business in that state. The division will then recommend that the director issue a contingent approval and state the terms for finalizing the redomestication and making the contingent approval absolute. (B) After receipt of the contingent approval, the insurance company shall obtain and file each of the following: 1. A certified copy of the state’s order approving the redomestication, or other evidence of approval acceptable to the director; 2. An application to amend certificate of authority, available on the department’s website or by contacting the division; 3. A certified copy of amended or restated articles of incorporation from new state of domicile; 4. A certified copy of certificate of authority from new state of domicile; 5. An appointment of the director as agent for receipt of service of process; and 6. The filing fee for amending the Missouri certificate of authority; (C) The director will make the contingent approval absolute after the insurer files all items described under subsection (B) of this section. 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, amended 1993, 1995, 2008.