Chapter 611

SECURITIES OF DOMESTIC INSURANCE CORPORATIONS

611.31 611.31 Securities regulation.

611.31(1) (1) Registration. No securities issued by a domestic insurance corporation may be sold by or for the corporation unless they are registered or exempt from registration under ch. 551.

611.31(2) (2) Approval by commissioner. Securities of a domestic insurance corporation may not be registered under ch. 551 without prior approval of the commissioner of insurance. Issuance of an organization permit under s. 611.13 constitutes such approval for the securities described in the permit.

611.31(3) (3) Holding companies. No issuer of securities which is being organized in this state or elsewhere solely or partly for the purpose of organizing a corporation under this chapter may register or sell its securities in this state unless it obtains an organization permit under s. 611.13. No security may be registered or sold in this state if there is any representation that an insurer will be organized or purchased in this state with the proceeds of the sale, unless the issuer obtains an organization permit under s. 611.13.

611.31(4) (4) Insider trading of securities.

611.31(4)(a) (a) Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of a domestic stock insurance corporation, or who is a director or officer thereof, shall file in the office of the commissioner within 10 days after becoming a beneficial owner or a director or officer, and within 10 days after the close of any calendar month thereafter in which there has been a change in his or her ownership or office, a statement in the form prescribed by the commissioner, of the office and of all equity securities of the company of which the person is the beneficial owner, and of all changes in either.

611.31(4)(b) (b) For the purpose of preventing the unfair use of information which may have been obtained by such a beneficial owner or by a director or officer because of his or her relationship to the corporation, any profit realized by him or her from any purchase and sale or sale and purchase of any equity security of the corporation within any period of less than 6 months, unless the security was acquired in good faith in connection with a debt previously contracted, shall be recoverable by the corporation, irrespective of any intention by the beneficial owner, director or officer in entering into the transaction to hold the security purchased or not to repurchase the security sold for a period exceeding 6 months. Suit to recover the profit may be instituted in any court of competent jurisdiction by the corporation, or if the corporation fails to bring suit within 60 days after request or fails to prosecute it diligently thereafter by the owner of any security thereof, in the name and in behalf of the corporation; but no such suit may be brought more than 2 years after the date the profit was realized. This paragraph does not cover any transaction where the beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, nor does it cover any transaction which the commissioner by rule exempts as not comprehended within the purpose of this paragraph.

611.31(4)(c) (c) It is unlawful for any director or officer, or any beneficial owner subject to par. (a), to sell any equity security of the corporation, directly or indirectly, unless the director, officer or beneficial owner or the director’s, officer’s or beneficial owner’s principal owns the security sold and either delivers it within 20 days after the sale or deposits it within 5 days after the sale in the mails or other usual channels of transportation. A person has not violated this paragraph if the person proves that despite the exercise of good faith the person was unable to deliver or deposit the securities within the specified times, or could only have done so with unreasonable inconvenience or expense.

611.31(4)(d) (d) Paragraph (b) does not apply to a purchase and sale or sale and purchase and par. (c) does not apply to a sale of any equity security of a domestic stock insurance corporation not then or earlier held by him or her in an investment account, by a dealer in the ordinary course of his or her business and incident to his or her establishment or maintenance of a primary or secondary market (otherwise than on an exchange as defined in the federal securities exchange act of 1934) for the security. The commissioner may by rule define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.

611.31(4)(e) (e) Paragraphs (a) to (c) do not apply to foreign or domestic arbitrage transactions unless made in contravention of rules the commissioner adopts in order to carry out this subsection.

611.31(4)(f) (f) Paragraphs (a) to (c) do not apply to equity securities of a corporation if:

611.31(4)(f)1. 1. The securities are registered, or are required to be registered, pursuant to s. 12 of the federal securities exchange act of 1934, as amended; or

611.31(4)(f)2. 2. The corporation did not have any class of its equity securities held of record by 100 or more persons on the last business day of the year preceding the year in which equity securities of the corporation would otherwise be subject to pars. (a) to (c).

611.31(4)(g) (g) In this subsection “equity security” means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security which the commissioner deems to be of similar nature and designates as an equity security by rules promulgated in the public interest or for the protection of investors.

611.31(5) (5) Proxy solicitation. No person may, in contravention of rules the commissioner promulgates for the protection of investors or the public, solicit or permit the use of his or her name to solicit any proxy or consent or authorization in respect of any equity security of a domestic stock corporation having 100 or more shareholders of record.

611.31(6) (6) Effect of reliance on commissioner’s rule. No provision of sub. (4) imposing any liability applies to any act done or omitted in good faith in conformity with any rule of the commissioner, even if the rule is, after the act or omission, amended or rescinded or determined by judicial or other authority to be invalid.

611.31(7) (7) Effect of violation. A contract for subscription to or the purchase of shares in any corporation made in violation of this chapter or of ch. 551 is valid and enforceable against but not in favor of the corporation or the insider, except that the contract is valid and enforceable in favor of the corporation against an insider.

611.31 History History: 1971 c. 260; 1979 c. 102 ss. 97, 236 (13).

611.31 Cross-reference Cross-reference: See also ss. Ins 6.41, 6.42, and 6.43, Wis. adm. code.

611.32 611.32 Promoter stock.

611.32(1) (1) Mandatory purchase. During the period of effectiveness of the organization permit the incorporators, directors, and principal officers of a stock corporation shall among themselves subscribe and pay, at the public offering price, at least $100,000 in cash or in property of equivalent value approved by the commissioner, for shares offered by the corporation under the organization permit.

611.32(2) (2) Restrictions on issuance.

611.32(2)(a) (a) No person may subscribe for promoter stock on terms more favorable than those on which subscriptions are being solicited from the general public.

611.32(2)(b) (b) Except under this section and s. 611.18 (2) (a) 2., and except for stock dividends, no promoter stock may be issued for 5 years following the initial issuance of the certificate of authority, without the approval of the commissioner which may be granted by the commissioner only if he or she finds that:

611.32(2)(b)1. 1. The corporation is in need of additional capital; and

611.32(2)(b)2. 2. The value proposed to be given for the stock is fair to existing shareholders and has a reasonable relation to the current value of the outstanding shares.

611.32(2)(c) (c) This subsection shall not affect the exercise of preemptive rights.

611.32(3) (3) Restrictions on transfer.

611.32(3)(a) (a) Deposit in escrow. Shares of promoter stock and any stock received thereon as the result of a stock dividend, stock split or exercise of preemptive rights shall be deposited in escrow with a depository satisfactory to the commissioner under an agreement providing that the shares may not be transferred without the approval of the commissioner.

611.32(3)(b) (b) Release from escrow. If the corporation issues any life insurance policies, any shares subject to this section shall be released from escrow 5 years after issuance of the certificate of authority. In other cases, the shares shall be released from escrow 3 years after issuance of the certificate of authority.

611.32(4) (4) Approval.

611.32(4)(a) (a) Definition. In this subsection, “earned surplus” means the balance of the net profits, income, gains and losses of a corporation from the date of incorporation.

611.32(4)(b) (b) Conditions. Approval of the transfer of promoter stock under sub. (3) (a):

611.32(4)(b)1. 1. Shall be granted upon request if the corporation has made an addition to earned surplus in each of the 2 immediately preceding years of at least 6 percent of the capital raised by the sale of shares under the organization permit; and

611.32(4)(b)2. 2. May be granted upon a showing of hardship by the shareholder or the shareholder’s estate or legatee, if the release from escrow of the shares or a portion thereof would not, in the commissioner’s opinion, endanger the interests of insureds or the public.

611.32(5) (5) Options to purchase stock. For 3 years after the issuance of the certificate of authority, an option to purchase stock may be issued only pursuant to a plan approved by the commissioner.

611.32 History History: 1971 c. 260; 1979 c. 102 s. 236 (5); 1989 a. 303; 1991 a. 316.

611.33 611.33 Authorized securities.

611.33(1) (1) Stock corporations.

611.33(1)(a) (a) Classes of shares. The articles of a stock corporation shall authorize the kinds of shares required by s. 180.0601 (3) and may authorize any kind of shares permitted by ss. 180.0601 (1), (2) and (4), 180.0602 and 180.0603, or of stock rights, and options permitted by s. 180.0624, except that:

611.33(1)(a)1. 1. Until one year after the initial issuance of a certificate of authority, the corporation may issue no shares and no other securities convertible into shares except for a single class of common stock that satisfies s. 180.0601 (3) and, with the approval of the commissioner, on terms that he or she considers fair, a single class of preferred stock for sale to no more than 15 shareholders;

611.33(1)(a)2. 2. After the first year and within 5 years after the initial issuance of a certificate of authority, no additional classes of shares may be issued, except after approval of the commissioner, who may approve only if he or she finds that existing shareholders will not be prejudiced.

611.33(1)(b) (b) Fractional shares or scrip. No fractional shares may be issued. Subject thereto, s. 180.0604 applies.

611.33(1)(c) (c) Consideration for shares, certificates and transfer restrictions. Sections 180.0621 and 180.0625 to 180.0627 apply.

611.33(1)(d) (d) Liability of shareholders, transferees and others. Section 180.0622 applies.

611.33(1)(e) (e) Shareholders’ preemptive rights. Sections 180.0630 and 180.1705 apply.

611.33(2) (2) Mutuals.

611.33(2)(a) (a) Mutual bonds. The articles of a nonassessable mutual may authorize mutual bonds of one or more classes and shall specify the amount of each class of bonds the corporation is authorized to issue, their designations, preferences, limitations, rates of interest, relative rights and other terms, subject to the following provisions:

611.33(2)(a)1. 1. During the first year after the initial issuance of a certificate of authority, the corporation may issue only a single class of bonds with identical rights;

611.33(2)(a)2. 2. After the first year but within 5 years after the initial issuance of a certificate of authority, additional classes of bonds may be authorized after approval of the commissioner, who shall approve if he or she finds that policyholders and prior bondholders will not be prejudiced;

611.33(2)(a)3. 3. The rate of interest shall be fair and reasonable; and

611.33(2)(a)4. 4. The bonds shall bear a maturity date not later than 10 years from the date of issuance, when principal and accrued interest shall be due and payable, subject to par. (d).

611.33(2)(b) (b) Contribution notes. Any mutual may issue contribution notes if the commissioner approves. The commissioner may approve only if he or she finds that:

611.33(2)(b)3. 3. The notes will not be the subject of a public offering;

611.33(2)(b)4. 4. Their terms are not prejudicial to policyholders, holders of mutual bonds or of prior contribution notes; and

611.33(2)(b)5. 5. The mutual’s articles or bylaws do not forbid their issuance.

611.33(2)(c) (c) Prohibited transactions. No mutual may:

611.33(2)(c)1. 1. If it has any outstanding obligations on mutual bonds or contribution notes, borrow on contribution notes from, or sell bonds to, any other insurer without approval of the commissioner; or

611.33(2)(c)2. 2. Make any loan to another insurer except a fully secured loan at usual market rates of interest.

611.33(2)(d) (d) Repayment. Payment of the principal or interest on mutual bonds or contribution notes may be made in whole or in part only after approval of the commissioner. Approval shall be given if all financial requirements of the issuer to do the insurance business it is then doing will continue to be satisfied after payment and if the interests of its insureds and the public are not endangered. In the event of liquidation under ch. 645 unpaid amounts of principal and interest on contribution notes shall be subordinated to the payment of principal and interest on any mutual bonds issued by the corporation at any time.

611.33(2)(e) (e) Other obligations. Nothing in this section prevents a mutual from borrowing money on notes which are its general obligations, nor from pledging any part of its disposable assets therefor.

611.33 History History: 1971 c. 260; 1973 c. 184; 1979 c. 102 ss. 98, 236 (5); 1989 a. 303; 2009 a. 342.

611.34 611.34 Corporate repurchase of shares. No stock corporation may repurchase any of its own shares within 5 years after initial issuance of the certificate of authority, except pursuant to a plan for the repurchase which has been approved by the commissioner. After 5 years a stock corporation may repurchase its own shares under ss. 180.0631, 180.0640, and 180.1708 (2), but within 10 days after the end of any month in which it purchases more than one percent of any class of its outstanding shares the corporation shall report the price and the names of the registered shareholders from whom the shares are acquired and of any other persons beneficially interested, so far as the latter are known to the corporation. The corporation shall make a like report within 10 days after the end of any 3-month period in which it purchases more than 2 percent of any class of its outstanding shares or within 10 days after the end of any 12-month period in which it purchases more than 5 percent of any class of its outstanding shares.

611.34 History History: 1971 c. 260; 1989 a. 303; 2009 a. 177.

611.36 611.36 Number of shareholders. Section 180.0142 applies to stock corporations for purposes of this chapter.

611.36 History History: 1989 a. 303.

subch. IV of ch. 611 SUBCHAPTER IV

MANAGEMENT OF INSURANCE CORPORATIONS

611.40 611.40 Shareholders’ meetings.

611.40(1) (1) Meetings, notices, quorums and voting. Sections 180.0701 to 180.0703, 180.0705, 180.0709, 180.0721 to 180.0727 and 180.1708 (3) apply to stock corporations. Each director of a stock corporation shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

611.40(2) (2) Record date and voting lists. Sections 180.0707 and 180.0720 apply to stock corporations.

611.40(3) (3) Voting trust. Sections 180.0730 and 180.0731 apply to stock corporations.

611.40 History History: 1971 c. 260, 307; 1973 c. 184; 1989 a. 303; 1997 a. 35; 2021 a. 114.

611.41 611.41 Communications to shareholders or policyholders and commissioner’s attendance at meetings.

611.41(1) (1) Copies of communications. The commissioner may by rule prescribe that copies of specified classes of communications circulated generally by a corporation to shareholders or policyholders shall be communicated to the commissioner at the same time.

611.41(2) (2) Attendance at meetings. The commissioner has the right to attend any shareholders’ or policyholders’ meeting.

611.41(3) (3) Exception. Subsection (2) and, so far as it relates to communications to shareholders, sub. (1) do not apply to stock corporations all of whose voting shares are owned by a single person, or all of whose shareholders are either members of the board or are represented on it.

611.41 History History: 1971 c. 260; 1979 c. 102 s. 236 (21).

611.42 611.42 Mutual policyholders’ voting rights.

611.42(1) (1) General. Subject to this section and s. 611.53, ss. 181.0701 (1), (2), and (4) to (6), 181.0702 (1) to (3) and (5), 181.0722 (1) to (3), 181.0723, and 181.0727 apply to mutuals.

611.42(1b) (1b) Place of meetings.

611.42(1b)(a) (a) A mutual may hold an annual, regular, or special meeting of policyholders in or outside this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the mutual shall hold the annual meeting at its principal office.

611.42(1b)(b) (b) Notwithstanding par. (a), a mutual’s bylaws may authorize the board of directors, in its sole discretion, to determine that an annual, regular, or special meeting of policyholders may be held solely by means of remote communication as authorized under s. 611.426.

611.42(1e) (1e) Court-ordered meetings.

611.42(1e)(a) (a) The circuit court for the county where a mutual’s principal office is located, or, if the mutual does not have its principal office in this state, where its registered office is located, may, after notice and an opportunity to be heard, order a meeting to be held on petition of a policyholder of the mutual who meets any of the following conditions:

611.42(1e)(a)1. 1. The policyholder is entitled to participate in an annual meeting and the annual meeting has not been held within 15 months after the mutual’s last annual meeting.

611.42(1e)(a)2. 2. The policyholder has signed a demand for a special meeting that meets the requirements of s. 181.0702 and the mutual has failed to do any of the following:

611.42(1e)(a)2.a. a. Give notice of the special meeting within 30 days after the date that the demand was delivered to the mutual.