2017 ORS 735.164¹
Incorporation of pure captive insurer and association captive insurer
  • application
  • fee
  • approval
  • alien captive insurer
  • application of corporation laws

(1) A pure captive insurer must be incorporated as a stock insurer with the capital of the pure captive insurer divided into shares and held by the shareholders of the pure captive insurer.

(2) An association captive insurer may be:

(a) Incorporated as a stock insurer with the capital of the association captive insurer divided into shares and held by the shareholders of the association captive insurer; or

(b) Incorporated as a mutual insurer without capital stock, with a governing body elected by the member organizations of the association captive insurer.

(3) The requirements of ORS 732.085 (Incorporators) apply to the incorporators of a captive insurer.

(4) Any person desiring to organize a captive insurer must first file an application with the Director of the Department of Consumer and Business Services for a permit to organize the captive insurer. The applicant shall pay the applicable fee to the director at the time the application is filed. The application shall be on forms provided by the director and shall be signed by the applicants and verified. The form shall specify information about the following:

(a) The character, reputation, financial responsibility and purposes of the proposed incorporators;

(b) The character, reputation, financial responsibility, insurance experience and business qualifications of the proposed officers and directors and the proposed managers;

(c) Any information provided to the Department of Consumer and Business Services in the application for a certificate of authority or that is maintained in the department’s files; and

(d) Other aspects the director considers advisable.

(5) The director shall approve an application for a permit to organize a captive insurer only if the director finds that:

(a) The application is complete;

(b) The documents filed with the application are in the proper form;

(c) The proposed financial structure is adequate;

(d) The character, reputation, financial responsibility and general fitness of the persons named in the application or otherwise found to be associated with or have an interest in the proposed insurer are such as to command the confidence of the public;

(e) The proposed directors are collectively competent to assume responsibility for the management and general policies and procedures of the captive insurer;

(f) The proposed management, collectively, possess the requisite general business ability and experience in the business of insurance of the class or classes specified in the application; and

(g) No fact is then known to the director that would prevent the proposed insurer from completing its organization and receiving a certificate of authority to transact insurance as a captive insurer.

(6) To the extent not otherwise inconsistent with the provisions of ORS 735.150 (Definitions for ORS 735.150 to 735.190) to 735.190 (Incorporation of captive reinsurer), ORS 732.095 (Articles of incorporation), 732.105 (Filing articles of incorporation and surety bond, letter of credit or deposit) and 732.115 (Approval of articles, documents and bond, letter of credit or deposit) apply for the filing of the articles of incorporation of a captive insurer.

(7)(a) An alien captive insurer applying to the director for a certificate of authority to act as a branch captive insurer shall obtain from the director a certificate finding that:

(A) The nation of an alien captive insurer imposes statutory or regulatory standards, in a form acceptable to the director, on captive insurers transacting insurance in that nation; and

(B) After considering the character, reputation, financial responsibility, insurance experience and business qualifications of the officers and directors of the alien captive insurer, and other relevant information, the establishment and maintenance of the branch operations will promote the general good of this state.

(b) After the director issues a certificate under paragraph (a) of this subsection, the alien captive insurer may register with the department to do business in this state as a branch captive insurer.

(8) The capital stock of a captive insurer incorporated as a stock insurer may not be issued at less than par value.

(9) At least one-quarter of the members of the board of directors of a captive insurer formed as a corporation shall be residents of this state.

(10)(a) A captive insurer formed as a corporation under ORS 735.150 (Definitions for ORS 735.150 to 735.190) to 735.190 (Incorporation of captive reinsurer) has the privileges of and is subject to ORS 735.150 (Definitions for ORS 735.150 to 735.190) to 735.190 (Incorporation of captive reinsurer) and ORS chapters 60 and 732.

(b) If a conflict exists between a provision of ORS chapters 60 and 732 and a provision of ORS 735.150 (Definitions for ORS 735.150 to 735.190) to 735.190 (Incorporation of captive reinsurer), ORS 735.150 (Definitions for ORS 735.150 to 735.190) to 735.190 (Incorporation of captive reinsurer) shall control.

(c) Except as provided in paragraph (d) of this subsection, the provisions of ORS 735.150 (Definitions for ORS 735.150 to 735.190) to 735.190 (Incorporation of captive reinsurer) pertaining to a merger, consolidation, conversion, mutualization and redomestication apply in determining the procedures to be followed by a captive insurer in carrying out any of the transactions described in those provisions.

(d) The director may waive or modify the requirements of this subsection.

(11) The articles of incorporation or bylaws of a captive insurer may not authorize a quorum of a board of directors to consist of less than one-third of the fixed or prescribed number of directors as provided in rules adopted by the director. [2012 c.84 §9]

Note: See note under 735.150 (Definitions for ORS 735.150 to 735.190).

1 Legislative Counsel Committee, CHAPTER 735—Alternative Insurance, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors735.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.