611.69 Dividends and other distributions.
SUBCHAPTER V
CORPORATE REORGANIZATION
611.71 Acquisition of all of the shares or of a class of shares of an insurance corporation.
611.72 Merger or other acquisition of control of a stock insurance corporation.
611.73 Merger of mutuals.
611.74 Voluntary dissolution of domestic insurance corporations.
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: Chap. 260, laws of 1971, which created this chapter of the statutes, contained notes explaining the revision. See the 1971 session law volume.
Ch. 611 Note
NOTE: In the 1973 session further changes were made as part of the insurance code revision. The bill (Senate Bill 175) contained extensive notes which may be found in the bill drafting file in the Legislative Reference Bureau.
GENERAL PROVISIONS
611.01
611.01
Definitions. In this chapter, unless the context requires otherwise, all of the following apply:
611.01(3)
(3) Applicability of other definitions. The definitions of
ss. 600.03 and
610.01 apply to corporations under this chapter.
611.02
611.02
Scope and purposes. 611.02(1)(a)(a)
Domestic insurers. This chapter applies to all insurance corporations 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.
611.03
611.03
Orders imposing and relaxing restrictions. 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.
611.07
611.07
General corporate powers and procedures. 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(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.
ORGANIZATION OF CORPORATIONS
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)(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:
611.12
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)(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.
611.13
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;
