Wisconsin Statutes 613.13 – Certificate of incorporation and authority
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Terms Used In Wisconsin Statutes 613.13
- 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.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Officers: when applied to corporations include directors and trustees. See Wisconsin Statutes 990.01
- Preceding: when used by way of reference to any statute section, means the section next preceding that in which the reference is made. See Wisconsin Statutes 990.01
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1) Application. The application for a certificate of incorporation and authority shall be signed and acknowledged by or on behalf of each incorporator, and shall include or have attached:
(a) The names, and for the preceding 10 years, all addresses and all occupations of all incorporators and proposed directors and officers.
(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.
(c) The proposed articles which shall be signed and acknowledged by or on behalf of each incorporator, and the proposed bylaws.
(d) All agreements relating to the corporation to which any incorporator or proposed director or officer is a party.
(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.
(f) The proposed compensation of directors and officers.
(g) The forms to be used for any contracts between the corporation and its members or other persons concerning the provision of services to insureds.
(h) The proposed minimum permanent surplus, and the proposed initial expendable surplus.
(i) The plan for conducting the insurance business, including:
1. The geographical area in which business is intended to be done in the first 5 years.
2. The types of insurance intended to be written in the first 5 years including specification whether and to what extent indemnity rather than services are to be provided.
3. The proposed marketing methods.
4. To the extent requested by the commissioner, the proposed method for the establishment of premium rates and other charges to policyholders.
(j) A projection of the anticipated operating results of the corporation at the end of each of the first 5 years of operation, based on reasonable assumptions of loss experience, premium and other income, operating expenses and acquisition costs.
(k) Such other relevant documents or information as the commissioner reasonably requires.
(2) Issuance of certificate of incorporation. The commissioner shall issue a certificate of incorporation if:
(a) The commissioner finds that all requirements of law have been met;
(b) The commissioner is satisfied that all natural persons who are incorporators, the directors and principal officers of corporate incorporators, and the proposed directors and officers of the corporation being formed are trustworthy and competent and collectively have the competence and experience to engage in the particular insurance business proposed; and
(c) The commissioner is satisfied that the business plan is consistent with the interests of the corporation’s potential insureds and of the public.
(3) Issuance of certificate of authority.
613.13(3)(a) (a) The commissioner shall issue a certificate of authority if all of the following apply:
1. The commissioner finds that cash or property has been received sufficient to satisfy the requirements of s. 613.19.
2. A principal officer of the corporation submits a statement of any material changes that have already taken place or are likely to take place in the facts on which the issuance of the certificate of incorporation was based, and if any material changes are proposed in the business plan, the additional information about such changes that would be required if a certificate of incorporation were then being applied for.
3. The commissioner finds that all other applicable requirements of the law have been met.
(b) The certificate of authority shall specify any limits placed on the insurance business that may be carried on by the corporation and may, within the powers given the commissioner by law, specify limits on its methods of operation.
(4) Legal existence. Upon the issuance of the certificate of incorporation the legal existence of the corporation shall begin, the articles and bylaws shall become effective and the proposed directors and officers shall take office. The certificate is conclusive evidence of compliance with this section, except in a proceeding by the state against the corporation.