Chapter 611

611.13(5) (5) Legal existence. Upon the issuance of the certificate of incorporation the legal existence of the corporation shall begin, the articles and bylaws shall become effective and the proposed directors and officers shall take office. The certificate shall be conclusive evidence of compliance with this section, except in a proceeding by the state against the corporation.

611.13 History History: 1971 c. 260; 1991 a. 316.

611.13 Cross-reference Cross-reference: See also s. Ins 6.52, Wis. adm. code.

611.14 611.14 Powers under organization permit.

611.14(1) (1) Stock corporations. While its organization permit is in effect a stock corporation may:

611.14(1)(a) (a) Register stock under s. 611.31, solicit subscriptions subject to s. 180.0620 (1) (a) and receive payment therefor in cash or, with the approval of the commissioner, in other property constituting a permitted investment under ch. 620, and issue receipts for such payment at values approved by the commissioner, but no shares may be issued until a certificate of authority is issued; and

611.14(1)(b) (b) Transact all other business necessary and appropriate for the organization of the planned insurance enterprise.

611.14(2) (2) Mutuals. While its organization permit is in effect a mutual may:

611.14(2)(a) (a) Register mutual bonds under s. 611.31, solicit applications for qualifying insurance policies under s. 611.19 (4) (c) and subscriptions for mutual bonds and contribution notes and receive payment therefor in cash or, with the approval of the commissioner, in property constituting a permitted investment under ch. 620, and issue receipts for such payment at values approved by the commissioner, but no policies or bonds may be issued until a certificate of authority is issued; and

611.14(2)(b) (b) Transact all other business necessary and appropriate in the organization of the planned insurance enterprise.

611.14 History History: 1971 c. 260, 307; 1989 a. 303.

611.15 611.15 Deposit of proceeds of subscriptions. All funds, and the securities and documents representing interests in property, received by a stock corporation for stock subscriptions or by a mutual for applications for insurance policies or for mutual bond or contribution note subscriptions shall be deposited in the name of the corporation with a depository approved by the commissioner, subject to an escrow agreement approved by the commissioner under which withdrawals may be made only with the commissioner’s approval.

611.15 History History: 1971 c. 260; 1979 c. 102 s. 236 (14).

611.16 611.16 Termination of organization permit and payment of organization expenses.

611.16(1) (1) Termination. The organization permit shall terminate upon:

611.16(1)(a) (a) Issuance of a certificate of authority under s. 611.20;

611.16(1)(b) (b) Revocation under sub. (2); or

611.16(1)(c) (c) Expiration of one year after issuance unless a good faith application for a certificate of authority has been filed with the commissioner. The commissioner may grant a reasonable extension if the commissioner reasonably expects that the corporation will be able to satisfy the requirements for a certificate of authority within the extended period.

611.16(2) (2) Revocation. The commissioner may revoke an organization permit if:

611.16(2)(a) (a) The commissioner finds, after a hearing, that because of changes in circumstances, or because the facts were not as represented in the application, the conditions for issuance of a permit are no longer satisfied; or

611.16(2)(b) (b) The commissioner denies an application for a certificate of authority and finds that the corporation cannot reasonably be expected to satisfy the requirements for a certificate of authority within the remaining term of the organization permit or any extension thereof under sub. (1) (c).

611.16(3) (3) Reimbursements and refunds.

611.16(3)(a) (a) General. Except in cases under pars. (b) and (c), if the organization permit is revoked or expires before a certificate of authority is granted, incorporators who have advanced money for the reasonable and authorized expenses of organization, including underwriting expenses, may be reimbursed in cash from the proceeds of shares or mutual bond or contribution note subscriptions under the organization permit, on itemized receipts audited by the commissioner. The total reimbursement shall not exceed 5 percent of the amount received from such sources. The remainder in the escrow account shall thereupon be distributed among such subscribers in proportion to their contributions, valued as of the time the contributions were made.

611.16(3)(b) (b) Violation of law. Reimbursement may be refused to any incorporator under par. (a) if the commissioner finds that in connection with the organization of the corporation the incorporator has willfully or negligently violated in a material way any provision of this chapter.

611.16(3)(c) (c) Assessable mutuals. No reimbursement may be made to any incorporator of a mutual under par. (a) until all advanced premiums collected under s. 611.19 (4) (c) have been repaid in full.

611.16(4) (4) End of legal existence. The legal existence of the corporation shall terminate upon completion of the payments under sub. (3).

611.16 History History: 1971 c. 260, 307; 1991 a. 316.

611.18 611.18 Incorporators’ liability and organization expenses.

611.18(1) (1) Liability. The incorporators shall be jointly and severally liable for all organizational and promotional expenses and liabilities incurred prior to the issuance of the certificate of authority.

611.18(2) (2) Reimbursement and compensation.

611.18(2)(a) (a) Stock corporations.

611.18(2)(a)1. 1. ‘Expenses.’ After issuance of the certificate of authority, incorporators of a stock corporation who have advanced money or incurred obligations for the reasonable and authorized expenses of organization including underwriting may be reimbursed in cash from the proceeds of shares subscribed to under the organization permit, on itemized receipts audited by the commissioner. Their total reimbursement may not exceed 10 percent of the amount received from subscribers.

611.18(2)(a)2. 2. ‘Personal services.’ Incorporators may be compensated for the reasonable value of personal services actually performed by the issuance to them of shares not exceeding in value in the aggregate 10 percent of the amount received from the subscription for shares under the organization permit.

611.18(2)(a)3. 3. ‘Aggregate expenses and remuneration.’ The aggregate payment under subds. 1. and 2. may not exceed 15 percent of the amount received for shares subscribed to under the organization permit, including the shares purchased under s. 611.32 (1) or (2), and shall conform to the statement made under s. 611.13 (2) (e).

611.18(2)(b) (b) Mutuals. After issuance of the certificate of authority, incorporators of a mutual who have advanced money or incurred obligations for the reasonable and authorized expenses of organization may be reimbursed in cash from the proceeds of subscriptions for mutual bonds and contribution notes, on itemized receipts audited by the commissioner. The total reimbursement may not exceed 15 percent of the amount received for the bonds and notes.

611.18 History History: 1971 c. 260.

611.19 611.19 Initial capital and surplus requirements.

611.19(1) (1) Minimum capital and permanent surplus. The commissioner may by rule establish the minimum capital for a stock corporation or the minimum permanent surplus for a nonassessable mutual organized under this chapter. In the absence of such a rule, the minimum capital or minimum permanent surplus shall be $2,000,000 or such greater amount as the commissioner specifies by order.

611.19(2) (2) Initial expendable surplus. A corporation organized under this chapter shall have an initial expendable surplus, after payment of all organizational expenses, of at least 50 percent of the minimum capital or minimum permanent surplus specified under sub. (1), or such other percentage as the commissioner specifies by order.

611.19(4) (4) Assessable mutuals.

611.19(4)(a) (a) Reduced permanent surplus. An assessable mutual organized under this chapter need not have a permanent surplus if the assessment liability of its policyholders is unlimited. If assessments are limited to a specified amount or a specified multiple of annual advance premiums, the minimum permanent surplus shall be the amount that would be required under sub. (1) if the corporation were not assessable, reduced by an amount that reasonably reflects the value of the policyholders’ assessment liability in satisfying the financial needs of the corporation.

611.19(4)(b) (b) Initial expendable surplus. An assessable mutual organized under this chapter shall have an initial expendable surplus of at least $100,000, after payment of all organizational expenses.

611.19(4)(c) (c) Initial applications; general. Except under pars. (d) and (e), no certificate of authority shall be issued to an assessable mutual until it has at least 400 bona fide applications for insurance from not less than 400 separate applicants on separate risks located in this state in each of the classes of business upon which assessments may be separately levied. A full year’s premium shall be paid with each application and the aggregate premium shall be at least $50,000 for each such class. If at any time while the corporation is an assessable mutual, the business plan is amended to include an additional class of business on which assessments may be separately levied, identical requirements shall be applicable to each additional class.

611.19(4)(d) (d) Same; worker’s compensation. Five employers or more may join in the formation of an assessable mutual to write only worker’s compensation insurance if, instead of the requirements of par. (c), policies are simultaneously put into effect that cover at least 1,500 employees, counting no more than 300 for any employer. A full year’s premium shall be paid by each employer, aggregating at least $100,000.

611.19(4)(e) (e) Initial surplus in lieu of initial applications. In place of initial applications and premium payments for any class of business, the corporation may provide the minimum permanent surplus and initial expendable surplus that the commissioner would require for a nonassessable mutual organizing to do that class of business under like conditions. The class of business shall nevertheless be assessable until conversion under s. 611.77 (1).

611.19(5) (5) Mutuals with open contracts. A mutual organized under this chapter need not have a permanent surplus if it issues only contracts the benefits of which may be reduced by action of the board if assets are not sufficient to provide the protection specified in the contracts. The terms and format of any such open contract provision must be approved by the commissioner before the mutual is given a certificate of incorporation.

611.19(6) (6) Providers’ contracts. Any corporation under this chapter which promises in its policies to supply services in lieu of or in addition to indemnity, on a basis giving the insurer no option whether it will supply services or pay indemnity, shall maintain such contracts with providers that it can be reasonably expected that services will be provided as promised in its contracts.

611.19(7) (7) Reduction of minimum surplus. The commissioner may by order reduce the minimum amounts of surplus required under subs. (1) and (2) if in the commissioner’s opinion the extent and nature of providers’ contracts under sub. (6), financial guarantees and other support by financially sound private or public corporations, a pressing social need in a particular community for the formation of a mutual insurance corporation to provide needed insurance coverage, or other special circumstances, justify the proposed reduction in the required surplus. A person who will directly compete with the proposed insurer is aggrieved within the meaning of s. 601.62 (3) (a).

611.19(8) (8) Health maintenance organization insurer. This section does not apply to a health maintenance organization insurer that is subject to s. 609.96.

611.19 History History: 1971 c. 260; 1975 c. 147 s. 54; 1979 c. 261; 1985 a. 335; 1989 a. 23, 303.

611.20 611.20 Certificate of authority.

611.20(1) (1) Application. The corporation may apply for a certificate of authority at any time prior to the expiration of its organization permit. The application shall include a statement by a principal officer of any material changes that have already taken place or are likely to take place in the facts on which the issuance of the organization permit was based, and if any material changes are proposed in the business plan, the additional information about such changes that would be required if an organization permit were then being applied for.

611.20(2) (2) Issuance.

611.20(2)(a) (a) The commissioner shall issue a certificate of authority, if he or she finds:

611.20(2)(a)1. 1. That cash or property authorized under s. 611.14 (1) (a) has been received sufficient to satisfy the requirements of s. 611.19;

611.20(2)(a)2. 2. That there is no basis for revoking the organization permit under s. 611.16 (2); and

611.20(2)(a)3. 3. That all other applicable requirements of the law have been met.

611.20(2)(b) (b) The certificate of authority shall specify any limits placed on the insurance business that may be carried on by the corporation and may, within the powers given the commissioner by law, specify limits on its methods of operation.

611.20(3) (3) Effect. Upon the issuance of the certificate:

611.20(3)(a) (a) The board shall authorize and direct the issuance of shares, bonds or notes subscribed to under the organization permit, and of insurance policies upon qualifying applications made under the organization permit; and

611.20(3)(b) (b) The commissioner shall authorize the release to the corporation of all funds held in escrow under s. 611.15.

611.20(4) (4) Alteration of certificate of authority.

611.20(4)(a) (a) Upon application. A corporation may at any time apply to the commissioner for a new or amended certificate of authority, removing, altering or adding limits on its business or methods of operation. The application shall contain or be accompanied by so much of the information in s. 611.13 (2) as the commissioner reasonably requires. The commissioner shall issue the new certificate as requested if he or she finds:

611.20(4)(a)1. 1. That the corporation’s capital and surplus are adequate to support the proposed operations under the new certificate; and

611.20(4)(a)2. 2. That the proposed business would not be contrary to the law or to the interests of insureds or the public.

611.20(4)(b) (b) By commissioner. If the commissioner issues a summary order under s. 645.21 against a corporation, he or she may also revoke the corporation’s certificate and issue a new one with the limits the commissioner deems necessary.

611.20(5) (5) Domestic surplus lines insurance. The commissioner may issue to a domestic insurer a certificate of authority to do business in this state as a domestic surplus lines insurer, as defined in s. 618.40 (3m).

611.20 History History: 1971 c. 260; 1979 c. 102 ss. 96, 236 (5); 1989 a. 303; 2017 a. 16.

611.22 611.22 Accelerated organization procedure.

611.22(1) (1) General requirements. The incorporators may apply for determination of the minimum capital or minimum permanent surplus under s. 611.19 and for a certificate of authority without first obtaining an organization permit if:

611.22(1)(a) (a) Their number is not more than 15; and

611.22(1)(b) (b) They purchase for their own accounts all the shares proposed to be issued in the case of a stock corporation, or in the case of a mutual they supply all the minimum permanent surplus and initial expendable surplus by contribution notes or otherwise.

611.22(2) (2) Contents of application. The application for a certificate of authority shall be accompanied by proof that the purchase price for the shares or the proceeds of contribution notes have been deposited on behalf of the proposed corporation or if other than money are held in trust for the proposed corporation and by so much of the information in s. 611.13 (2) as the commissioner reasonably requires.

611.22(3) (3) Issuance of certificates of incorporation and authority. The commissioner shall issue both a certificate of incorporation and a certificate of authority if:

611.22(3)(a) (a) The commissioner finds that all requirements of law have been met;

611.22(3)(b) (b) The commissioner is satisfied that all natural persons who are incorporators, the directors and principal officers of corporate incorporators, and the proposed directors and officers of the corporation being formed are trustworthy and competent and collectively have the competence and experience to engage in the particular insurance business proposed; and

611.22(3)(c) (c) The commissioner is satisfied that the business plan is consistent with the interests of the corporation’s potential insureds and of the public.

611.22(4) (4) Legal existence. Upon the issuance of the certificate of incorporation the legal existence of the corporation shall begin, the articles and bylaws shall become effective and the proposed directors and officers shall take office. The certificate shall be conclusive evidence of compliance with this section, except in a proceeding by the state against the corporation.

611.22 History History: 1971 c. 260; 1991 a. 316.

611.223 611.223 Transfer of an insurer’s place of domicile.

611.223(1) (1) Foreign insurer becomes a domestic insurer.

611.223(1)(a) (a) A foreign insurer which desires to become a domestic insurer may submit to the commissioner an application for a certificate of incorporation and a certificate of authority. The application shall comply with par. (b) and shall include or have attached any other relevant documents or information that the commissioner reasonably requires. Upon review of the application, the commissioner may issue a certificate of incorporation and certificate of authority if the commissioner determines that all of the following are satisfied:

611.223(1)(a)1. 1. The applicant is in compliance with the provisions of chs. 600 to 655 that apply to domestic insurers.

611.223(1)(a)2. 2. The directors and officers of the applicant are trustworthy and competent and collectively have the competence and experience to engage in the particular insurance business proposed.

611.223(1)(a)3. 3. The proposed business is consistent with the interests of insureds and the public.

611.223(1)(b) (b) The commissioner shall by rule specify the required contents and form of an application submitted under par. (a). In determining the required contents, the commissioner shall consider the information and documents which will permit the commissioner to determine whether the requirements of par. (a) 1. to 3. are satisfied.

611.223(1)(c) (c) The commissioner may by order relax one or more of the requirements of this subsection for a foreign insurer which desires to become a domestic insurer if, after a hearing conducted in accordance with ch. 227, the commissioner determines that the requirements are unnecessary to protect policyholders and the public because of the developed status of the foreign insurer.

611.223(2) (2) Domestic insurer becomes a foreign insurer. Upon approval by the commissioner, a domestic insurer may transfer its place of domicile to any other state in which it is admitted. As a condition of approving the transfer of domicile, the commissioner may require a special deposit, reinsurance or other protective measures by the insurer. After or simultaneous with the transfer of domicile, the insurer may apply under ch. 618 for authority to do business in this state as a foreign insurer.

611.223(3) (3) Effect on existing contracts. The transfer of an insurer’s place of domicile under sub. (1) or (2) does not affect the obligations of the insurer under its existing insurance contracts or any other existing contracts.