(1) A plan becomes effective when the commissioner has approved the plan, the members have approved the plan, and the articles of incorporation of the mutual holding company, each intermediate holding company, if any, and the revised articles of incorporation of the converted company have been adopted and filed with the commissioner.
  (2) All of the following simultaneously occur when a plan of reorganization becomes effective under this chapter:

Terms Used In Michigan Laws 500.6019

  • Commissioner: means the director. See Michigan Laws 500.102
  • 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
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Mutual company: means a domestic mutual insurance company organized under chapter 50, 54, or 58. 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
  (a) The mutual company becomes a converted company and the corporate existence of the mutual company continues in the converted company with the original date of incorporation of the mutual company.
  (b) The membership interests of the mutual company’s policyholders are extinguished, and all of the mutual company’s eligible members become members of the mutual holding company by and in accordance with the articles of incorporation and bylaws of the mutual holding company and applicable provisions of this chapter and chapters 50, 54, and 58.
  (c) All the rights, franchises, and interests of the mutual company in and to every type of property, real, personal, and mixed, and any things in action belonging to it, are transferred to and vested in the converted company without any deed or transfer.
  (d) All the obligations and liabilities of the mutual company are assumed by the converted company.
  (e) All of the shares of the capital stock of the converted company shall be issued to the mutual holding company, which at all times shall own a majority of the shares of the voting stock of the converted company, except that either at the time a plan is effective, or at a later time with the commissioner’s approval, 1 or more intermediate holding companies may be created, so long as the mutual holding company at all times owns directly or indirectly a majority of the shares of the voting stock of the converted company.
  (f) Unless otherwise specified in the plan, the directors and officers of the mutual company serve as directors and officers of the converted company until new directors and officers of the converted company are duly elected pursuant to the articles of incorporation and bylaws of the converted company.
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