Michigan Laws 500.6017 – Mutual holding company; articles of incorporation
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(1) Adoption of articles of incorporation for the mutual holding company, each intermediate holding company, if any, and revised articles of incorporation for the converted company is necessary to implement the plan of reorganization. Procedures for adoption or revision of these articles are governed by the applicable provisions of this act or, in the case of an intermediate holding company, the business corporation law of the state in which the intermediate holding company is incorporated. The members may adopt revised articles of incorporation at the same meeting at which the members approve the plan.
(2) The articles of incorporation of a mutual holding company shall include all of the following:
Terms Used In Michigan Laws 500.6017
- Converted company: means a Michigan domiciled stock insurance company that results from the reorganization of a mutual company under this chapter. See Michigan Laws 500.6001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Insurer: means an individual, corporation, association, partnership, reciprocal exchange, inter-insurer, Lloyds organization, fraternal benefit society, or other legal entity, engaged or attempting to engage in the business of making insurance or surety contracts. See Michigan Laws 500.106
- Intermediate holding company: means a business corporation subsidiary of a mutual holding company domiciled in this state, any other state, or the District of Columbia that is authorized to issue 1 or more classes of capital stock, the corporate purposes of which include holding directly or indirectly the voting stock of a converted company. See Michigan Laws 500.6001
- plan: means a plan adopted pursuant to this chapter by the board of directors of a mutual company for the reorganization of the mutual company simultaneously into both a mutual holding company and a converted company existing as a direct or indirect stock subsidiary of the mutual holding company. See Michigan Laws 500.6001
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories belonging to the United States; and the words "United States" shall be construed to include the district and territories. See Michigan Laws 8.3o
(a) That it is a mutual holding company organized as an insurer under chapter 50, 54, or 58.
(b) That the mutual holding company may hold not less than a majority of the shares of voting stock of a converted company or an intermediate holding company, which in turn holds directly or indirectly all of the voting stock of a converted company.
(c) That it is not authorized to issue any capital stock except pursuant to a conversion in accordance with chapter 59.
(d) That its members shall have the rights specified in this chapter and in its articles of incorporation and bylaws.