Chapter 611

611.75   Conversion of a domestic stock corporation into a mutual.

611.76   Conversion of a domestic mutual into a stock corporation.

611.77   Conversion of assessable to nonassessable and nonassessable to assessable mutuals.

611.78   Transfer of business or assets.

611.785   Dissenters’ rights.

611.79   Conversion of a domestic mutual life insurance company into a fraternal.

SUBCHAPTER VI

MISCELLANEOUS PROVISIONS

611.94   Trustee of proceeds.

Ch. 611 Cross-reference Cross-reference: See definitions in ss. 600.03, 610.01 and 628.02.

Ch. 611 Note NOTE: Chapter 260, laws of 1971, which created this chapter, contains explanatory notes.

subch. I of ch. 611 SUBCHAPTER I

GENERAL PROVISIONS

611.01 611.01 Definitions. In this chapter, unless the context requires otherwise, all of the following apply:

611.01(1) (1) Stock corporations. The definitions in s. 180.0103 (2), (3), (14), (15), and (17) apply to stock corporations.

611.01(2) (2) Mutual corporations. The definitions in s. 181.0103 (3) and (18) apply to mutuals.

611.01(3) (3) Applicability of other definitions. The definitions of ss. 600.03 and 610.01 apply to corporations under this chapter.

611.01 History History: 1971 c. 260; 1979 c. 102; 1983 a. 189 s. 329 (22); 1985 a. 195 s. 34; 1989 a. 303; 1997 a. 79; 2001 a. 103.

611.02 611.02 Scope and purposes.

611.02(1) (1) Scope.

611.02(1)(a) (a) Domestic insurers. This chapter applies to all insurance corporations, including domestic surplus lines insurers, as defined in s. 618.40 (3m), organized under the laws of this state, except those expressly governed by other chapters.

611.02(1)(b) (b) Nondomestic insurers. Except as expressly provided, this chapter does not apply to nondomestic insurers.

611.02(2) (2) Purposes. The purposes of this chapter are:

611.02(2)(a) (a) To provide a complete, self-contained procedure for the formation of insurance corporations;

611.02(2)(b) (b) To assure the solidity of insurance corporations by providing an organizational framework to facilitate sound management, sound operation and sound regulation; and

611.02(2)(c) (c) To strengthen internal corporate democracy through as much stockholder and policyholder participation as is practicable.

611.02 History History: 1971 c. 260; 2017 a. 16.

611.03 611.03 Orders imposing and relaxing restrictions.

611.03(1) (1) Orders imposing restrictions. The commissioner may subject an individual corporation not otherwise subject thereto to some or all of the restrictions of ss. 611.28, 611.29 (2), 611.32 (5), 611.33 (1) (a) and (2) (a) 1. and 2., 611.34, 611.54 (1) (b) and 617.22 (2), on a finding that its financial condition, management or other circumstance requires such additional regulation for the protection of the interests of insureds or the public.

611.03(2) (2) Orders eliminating restrictions. The commissioner may free a new corporation from any of the restrictions generally applicable only to new corporations under ss. 611.28, 611.29 (2), 611.32 (5), 611.33 (1) (a) and (2) (a) 1. and 2., 611.34, 611.54 (1) (b) and 617.22 (2), if the commissioner is satisfied that its financial condition, management and other circumstances assure that the interests of insureds and the public will not be endangered thereby.

611.03 History History: 1971 c. 260, 307; 1977 c. 203; 1979 c. 102.

611.07 611.07 General corporate powers and procedures.

611.07(1) (1) Powers. Subject to s. 611.63, s. 180.0302 applies to stock corporations and s. 181.0302 (intro.), (1) to (15), (18) and (19) applies to mutuals.

611.07(2) (2) Effect of unauthorized corporate acts. Section 180.0304 applies to stock corporations and s. 181.0304 applies to mutuals, except that references to “attorney general” shall be read as “commissioner”.

611.07(4) (4) Waiver of notice and informal action by shareholders, policyholders or directors. Sections 180.0704, 180.0706, 180.0821, and 180.0823 apply to stock corporations and ss. 181.0704, 181.0706, 181.0821, and 181.0823 apply to mutuals. Section 180.0821 also applies to a committee of the board of a stock corporation and s. 181.0821 also applies to a committee of the board of a mutual, except that, in both cases, references to “board” shall be read as “committee” and “directors” shall mean members of the board appointed to serve on the committee.

611.07(6) (6) Power to hold assets as trustee. A life insurance corporation may hold assets under s. 632.42 (1) as trustee or as general corporate assets.

611.07(7) (7) Correcting filed document. Section 180.0124 applies to stock corporations.

611.07 History History: 1971 c. 260; 1973 c. 128 ss. 25, 30; 1973 c. 184, 336; 1975 c. 373 s. 40; 1975 c. 375 s. 44; 1975 c. 422; 1979 c. 110; 1987 a. 13; 1989 a. 303; 1997 a. 79, 252; 2015 a. 90.

subch. II of ch. 611 SUBCHAPTER II

ORGANIZATION OF CORPORATIONS

611.10 611.10 Reservation of corporate name. Sections 180.0402 and 180.0403 (2), (3) and (3m) apply to stock corporations and ss. 181.0402 and 181.0403 (2), (3) and (3m) apply to mutuals.

611.10 History History: 1971 c. 260; 1973 c. 128; 1981 c. 390 s. 252; 1989 a. 303; 1993 a. 331; 1997 a. 79.

611.11 611.11 Incorporators.

611.11(1) (1) General. Any number of corporate or adult natural persons may organize a corporation under this chapter.

611.11(2) (2) Closely held, subsidiary and affiliated corporations. One to 15 corporate or adult natural persons may organize a corporation under s. 611.22.

611.11(3) (3) Mutual reinsurance corporations. A mutual reinsurance corporation having the exclusive purpose of providing reinsurance for its member corporations may be organized by 15 or more mutuals under this chapter and town mutuals under ch. 612. The commissioner may exempt the corporation from any of the requirements of ss. 611.12 to 611.20 if the commissioner considers them unnecessary for the protection of the members.

611.11(4) (4) Municipalities.

611.11(4)(a) (a) In this subsection, “municipality” has the meaning given in s. 345.05 (1) (c).

611.11(4)(b) (b) Any number of municipalities or associations of municipalities or both may organize a municipal insurance mutual under s. 611.13, subject to s. 611.23, to provide any of the following for its members:

611.11(4)(b)1. 1. Worker’s compensation insurance.

611.11(4)(b)2. 2. Liability insurance.

611.11(4)(b)3. 3. Risk management services.

611.11(4)(b)4. 4. Property insurance.

611.11 History History: 1971 c. 260; 1973 c. 243; 1977 c. 346; 1979 c. 102 ss. 236 (6), 237; 1981 c. 390 s. 252; 1995 a. 197; 2003 a. 78; 2009 a. 28; 2011 a. 32.

611.12 611.12 Articles and bylaws.

611.12(1) (1) Stock corporations. Section 180.0202 applies to the articles of a stock corporation, except that:

611.12(1)(a) (a) The name of the corporation shall include the word “insurance” or a term of equivalent meaning, and shall comply with s. 180.0401 (2) to (4);

611.12(1)(am) (am) The articles shall include a statement that the corporation is organized under this chapter;

611.12(1)(b) (b) Authorized shares shall conform to s. 611.33 (1); and

611.12(1)(c) (c) The purposes of the corporation shall be limited to those permitted by s. 610.21.

611.12(2) (2) Mutuals. Section 181.0202 applies to the articles of a mutual, except that:

611.12(2)(a) (a) The name of the corporation shall include the words “mutual” and “insurance” or terms of equivalent meaning and shall comply with s. 181.0401 (2) to (4);

611.12(2)(am) (am) The articles shall include a statement that the corporation is organized under this chapter;

611.12(2)(b) (b) The articles shall include provision for mutual bonds if any are to be authorized, which shall conform to s. 611.33 (2) (a);

611.12(2)(c) (c) The purposes of the corporation shall be limited to those permitted in s. 610.21;

611.12(2)(d) (d) If assessable policies are permitted, the articles shall contain general provisions respecting assessment liabilities and procedures, including a provision specifying the classes of business on which assessment may be separately levied; and

611.12(2)(e) (e) The articles may specify those classes of persons who may be policyholders, or prescribe the procedure for establishing or removing restrictions on the classes of persons who may be policyholders, and the articles shall state that each policyholder is a member of the corporation.

611.12(3) (3) Principal officers. Sections 180.0840 and 180.0841 apply to stock corporations and ss. 181.0840 and 181.0841 apply to mutuals. Notwithstanding s. 180.0840 (1) or 181.0840 (1), the articles or bylaws shall specifically designate 3 or more offices, the holders of which shall be the principal officers of the corporation. Notwithstanding s. 180.0840 (3) or 181.0840 (3), the principal offices shall be held by at least 3 separate individuals.

611.12(4) (4) Bylaws. The bylaws of a domestic corporation shall comply with this chapter, and a copy of the bylaws and any amendments thereto shall be filed with the commissioner within 60 days after adoption. Subject to this subsection, to ss. 611.13 (2) (d) and (5) and 611.22 (4), ss. 180.0206 and 180.1020 to 180.1022 apply to stock corporations and ss. 181.0206, 181.0207 and 181.1021 apply to mutuals.

611.12(5) (5) Forum selection provisions. Section 180.0145 applies to stock corporations, and s. 181.0163 applies to mutuals.

611.12 History History: 1971 c. 260; 1989 a. 303; 1997 a. 79; 1999 a. 85; 2023 a. 212.

611.13 611.13 Organization permit and certificate of incorporation.

611.13(1) (1) Permit required. No person may, in the case of a stock corporation, solicit subscriptions for its securities, or in the case of a mutual, solicit applications for qualifying insurance policies or subscriptions for mutual bonds or contribution notes, until the commissioner has issued an organization permit.

611.13(2) (2) Application for permit. The application for an organization permit shall be signed and acknowledged by or on behalf of each incorporator, and shall include or have attached:

611.13(2)(a) (a) The names, and for the preceding 10 years all addresses and all occupations of all incorporators and proposed directors and officers;

611.13(2)(b) (b) For all corporate incorporators, their articles and bylaws, a list of the names, addresses and occupations of all directors and principal officers, and for the 3 most recent years their annual financial statements and reports;

611.13(2)(c) (c) The proposed articles which shall be signed and acknowledged by or on behalf of each incorporator, and the proposed bylaws;

611.13(2)(d) (d) All agreements relating to the corporation to which any incorporator or proposed director or officer is a party;

611.13(2)(e) (e) The amount and sources of the funds available for organization expenses and the proposed arrangements for reimbursement and compensation of incorporators or other persons;

611.13(2)(f) (f) The proposed compensation of directors and officers;

611.13(2)(g) (g) The plan for solicitation of applications for qualifying insurance policies and for the corporation’s securities;

611.13(2)(h) (h) The forms to be used for stock subscriptions, certificates for shares, applications for qualifying insurance policies, subscriptions for mutual bonds and contribution notes, and the forms for bonds and notes;

611.13(2)(i) (i) The proposed capital, or the proposed minimum permanent surplus, and the proposed initial surplus;

611.13(2)(j) (j) The plan for conducting the insurance business, including:

611.13(2)(j)1. 1. The geographical area in which business is intended to be done in the first 5 years;

611.13(2)(j)2. 2. The types of insurance intended to be written in the first 5 years;

611.13(2)(j)3. 3. The proposed marketing methods;

611.13(2)(j)4. 4. To the extent requested by the commissioner, the proposed method for the establishment of premium rates;