PURPOSE: The purpose of this rule is to prescribe forms and procedures to be followed in redomesticating an insurance company from or into the state of Missouri. This rule also effectuates and aids in the interpretation of section 375.908, RSMo.

1. (1) Redomestication to Missouri from Another State. In order to redomesticate an insurance company organized under the laws of any other state to the state of Missouri, the insurance company shall comply with the following forms and procedures in the chronological order set forth below beginning with subsection (A):

   1. (A) The insurance company must obtain a certificate of authority to transact an insurance business in the state of Missouri, if not previously obtained;
   2. (B) The insurance company must obtain the approval of the current state of domicile to redomesticate to Missouri. This approval may be either unconditional or conditioned on future events such as Missouri’s acceptance of the redomestication;

   3. (C) The insurance company must apply for redomestication to Missouri. The law (section 375.908, RSMo) requires a company redomesticating to Missouri to comply with all the requirements of law relative to organizing and licensing a domestic insurer. This means that the company must:

      1. 1. Locate its principal place of business

at a place in Missouri;

1. 2. Issue a declaration and amend and

restate its articles of incorporation to comply with the requirements of Missouri law. See sections 376.010 to 376.120, RSMo (life insurance companies) and 379.010 to 379.065, RSMo (other than life). A declaration of intent to redomesticate will be accepted as a substitute for a declaration of intent to form. The amended and restated articles will be accepted as a substitute for the charter. The directors will be acceptable substitutes for the incorporators;

1. 3. Publish the declaration and the

amended and restated articles as required by law. The declaration may reflect the intent to redomesticate rather than the intent to form;

1. 4. File with the Division of Financial

Regulation (DFR) of the Missouri Department of Insurance (MDI) an affidavit of publication from the publisher of the amended and restated articles, the amended and restated articles in triplicate original, the order from the current state of domicile approving the redomestication, and an application for an amended certificate of authority (which will state among other things, the location of the principal place of business); and

1. 5. File with the MDI’s Property and

Casualty Section or the Life and Health Section (whichever is applicable) any amended policy forms or endorsements as may be needed to reflect Missouri as the insurance company’s state of domicile;

1. (D) If the insurance company’s filings are in compliance with the applicable laws and regulations relating to a Missouri domestic insurance company, the DFR will cause the articles to be reviewed by the Missouri attorney general (AG). Upon receipt of the AG’s certification, the DFR will file the articles and a copy of the AG’s certification with the Missouri secretary of state for the issuance of a certificate of incorporation. (The secretary of state may require the payment of certain fees and taxes before issuing the certificate of incorporation);
2. (E) Upon receipt of the certificate of incorporation, the DFR will contact the insurance company to schedule a pre-licensing examination. The scope of this examination will vary depending on the circumstances, including the extent and as of date of the insurance company’s most recent examination. Among other things, the examination will verify the statutory deposit, compliance with financial requirements, the location of the insurance company’s principal place of business, the filing of any necessary policy or endorsement forms, and the competency and integrity of the insurance company’s officers and directors; and
3. (F) Based upon the recommendation in the report of the pre-licensing examination, the DFR will cause the completion of the redomestication process. Redomestication is complete upon the issuance by the director of the MDI of a certificate of authority amended to reflect Missouri as the insurance company’s state of domicile.

1. (2) Redomestication from Missouri to Another State. In order to redomesticate an insurance company organized under the laws of the state of Missouri to another state, the insurance company shall comply with the following forms and procedures in the chronological order set forth below beginning with subsection (A):

   1. (A) The Missouri domestic insurer must request the DFR to approve a redomestication to a specified state and provide evidence that the Missouri domestic insurer is admitted to do business in that state. The DFR will then cause the MDI to issue a contingent approval and state the terms for finalizing the redomestication and making the contingent approval absolute.

   2. (B) After receipt of the contingent approval, the insurance company shall obtain and file each of the following:

      1. 1. A certified copy of the state’s order

approving the redomestication;

1. 2. An application to amend certificate of

authority (form enclosed); 3. A certified copy of amended or restat- ed articles of incorporation from new state of domicile; 4. A certified copy of certificate of authority from new state of domicile; 5. An appointment of the director of the MDI as agent for receipt of service of process; and 6. The filing fee for amending the Missouri certificate of authority. (C) The DFR will cause the MDI to make the contingent approval absolute after the insurer files all items described under subsection (B) of this section. AUTHORITY: section 374.045, RSMo 2000.* Original rule filed June 14, 2001, effective Dec. 30, 2001. *Original authority: 374.045, RSMo 1967, amended 1993, 1995.