TCA § 56-11-105 — Registration of insurers and health maintenance organizations — Statements — Disclaimer of affiliation

Registration. Every insurer and every health maintenance organization that is authorized to do business in this state and that is a member of an insurance holding company system or health maintenance organization holding company system shall register with the commissioner, except a foreign insurer subject to registration requirements and standards adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to those contained in: This section; § 56-11-106(a)(1), (b), (d); and Either § 56-11-106(a)(2) or a provision such as the following: Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions within fifteen (15) days after the end of the month in which it learns of each change or addition. Any insurer or health maintenance organization that is subject to registration under this section shall register within fifteen (15) days after it becomes subject to registration, and annually thereafter by April 30 of each year for the previous calendar year, unless the commissioner for good cause shown extends the time for registration, and then within the extended time. The commissioner may require any insurer or health maintenance organization authorized to do business in the state which is a member of an insurance or health maintenance organization holding company system that is not subject to registration under this section to furnish a copy of the registration statement, the summary specified in § 56-11-105(c), or other information filed by the insurance company or health maintenance organization with the insurance or health maintenance organization regulatory authority of its domiciliary jurisdiction. Information and Form Required. Every insurer and every health maintenance organization subject to registration shall file the registration statement on a form prescribed by the National Association of Insurance Commissioners, which shall contain the following current information: The capital structure, general financial condition, ownership and management of the insurer or health maintenance organization and any person controlling the insurer or health maintenance organization; The identity and relationship of every member of the insurance holding company system or health maintenance organization holding company system; The following agreements in force, and transactions currently outstanding or that have occurred during the last calendar year between the insurer or health maintenance organization and its affiliates: Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or health maintenance organization, or of the insurer or health maintenance organization by its affiliates; Purchases, sales, or exchange of assets; Transactions not in the ordinary course of business; Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the insurer's or the health maintenance organization's assets to liability, other than insurance or provider or enrollee contracts entered into in the ordinary course of the insurer's or health maintenance organization's business; All management agreements, service contracts and all cost-sharing arrangements; Reinsurance agreements; Dividends and other distributions to shareholders; and Consolidated tax allocation agreements; Any pledge of the insurer's or the health maintenance organization's stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system or health maintenance organization holding company system; If requested by the commissioner, the insurer or health maintenance organization shall include financial statements of, or within an insurance or health maintenance organization holding company system, including all affiliates. Financial statements may include, but are not limited to, annual audited financial statements filed with the U.S. Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer or health maintenance organization required to file financial statements pursuant to this subdivision (b)(5) may satisfy the request by providing the commissioner with the most recently filed parent corporation financial statements that have been filed with the SEC; Other matters concerning transactions between registered insurers or registered health maintenance organizations and any affiliates as may be included from time to time in any registration forms adopted or approved by the commissioner; Statements that the insurer's or health maintenance organization's board of directors oversees corporate governance and internal controls and that the insurer's or health maintenance organization's officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; and Any other information required by the commissioner by rule or regulation. Summary of Registration Statement. All registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement. Materiality. No information need be disclosed on the registration statement filed pursuant to subsection (b) if the information is not material for the purposes of this section. Unless the commissioner by rule, regulation or order provides otherwise, sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent (0.5%) or less of an insurer's or health maintenance organization's admitted assets as of December 31 next preceding, shall not be deemed material for purposes of this section. Reporting of Dividends to Shareholders. Subject to § 56-11-106(b), each registered insurer and each registered health maintenance organization shall report to the commissioner, for informational purposes, all dividends and other distributions to shareholders within five (5) business days following the declaration thereof, and at least ten (10) days prior to their payment. The commissioner shall promulgate rules that establish procedures to: Consider promptly the informational prepayment notices and the standards set forth in § 56-11-106(b); and Review annually all ordinary dividends within the preceding twelve (12) months. Information of Insurers. Any person within an insurance holding company system or health maintenance organization holding company system subject to registration shall be required to provide complete and accurate information to an insurer or health maintenance organization, where the information is reasonably necessary to enable the insurer or health maintenance organization to comply with this part. Termination of Registration. The commissioner shall terminate the registration of any insurer or health maintenance organization that demonstrates that it no longer is a member of an insurance holding company system or health maintenance organization holding company system. Consolidated Filing. The commissioner may require or allow two (2) or more affiliated insurers or two (2) or more affiliated health maintenance organizations subject to registration under this section to file a consolidated registration statement. Alternative Registration. The commissioner may allow an insurer or health maintenance organization that is authorized to do business in this state and that is part of an insurance holding company system or health maintenance organization holding company system to register on behalf of any affiliated insurer or health maintenance organization that is required to register under subsection (a) and to file all information and material required to be filed under this section. Exemptions. This section does not apply to any insurer, health maintenance organization, information or transaction if, and to the extent that, the commissioner by rule, regulation, or order may exempt the same from this section. Disclaimer. Any person may file with the commissioner a disclaimer of affiliation with any authorized insurer or health maintenance organization or such a disclaimer may be filed by the insurer or health maintenance organization or any member of any insurance holding company system or health maintenance organization holding company system. The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and the insurer or health maintenance organization as well as the basis for disclaiming the affiliation. A disclaimer of affiliation shall be deemed to have been granted unless the commissioner, within thirty (30) days following receipt of a complete disclaimer, notifies the filing party the disclaimer is disallowed. In the event of disallowance, the disclaiming party may request an administrative hearing, which shall be granted. The disclaiming party shall be relieved of any duty to register or report under this section if approval of the disclaimer has been granted by the commissioner, or if the disclaimer is deemed to have been approved. Enterprise Risk Filing. The ultimate controlling person of every insurer subject to registration shall also file an annual enterprise risk report. The report shall, to the best of the ultimate controlling person's knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. The report shall be filed with the lead state commissioner of the insurance holding company system as determined by the procedures within the Financial Analysis Handbook adopted by the National Association of Insurance Commissioners. Violations. The failure to file a registration statement or any summary of the registration statement or enterprise risk filing required by this section within the time specified for the filing is a violation of this section.