1. A. A pure captive insurance company or a sponsored captive insurance company must be incorporated as a stock insurer with its capital divided into shares and held by the stockholders.

2. B. An association captive insurance company or an industrial insured captive insurance company may be:

   1. 1. Incorporated as a stock insurer with its capital divided into shares and held by the stockholders;
   2. 2. Incorporated as a mutual insurer without capital stock, the governing body of which is elected by the member organizations of its association; or
   3. 3. Organized as a reciprocal insurer.
3. C. A captive insurance company may not have fewer than three incorporators of whom not fewer than two must be residents of this state.

4. D. In the case of a captive insurance company formed as a corporation, before the articles of incorporation are transmitted to the Secretary of State, the incorporators shall petition the Insurance Commissioner to issue a certificate setting forth a finding that the establishment and maintenance of the proposed corporation will promote the general good of the state. In arriving at this finding, the Insurance Commissioner shall consider:

   1. 1. The character, reputation, financial standing, and purposes of the incorporators;
   2. 2. The character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors; and
   3. 3. Other aspects as the Insurance Commissioner considers advisable.
5. E. The articles of incorporation, the certificate issued pursuant to subsection D of this section, and the organization fees must be transmitted to the Secretary of State, who shall record both the articles of incorporation and the certificate.

6. F. In the case of a captive insurance company formed as a reciprocal insurer, the organizers shall petition the Insurance Commissioner to issue a certificate setting forth the finding of the Insurance Commissioner that the establishment and maintenance of the proposed association will promote the general good of the state. In arriving at this finding, the Insurance Commissioner shall consider:

   1. 1. The character, reputation, financial standing, and purposes of the incorporators;
   2. 2. The character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors; and
   3. 3. Other aspects the Insurance Commissioner considers advisable.
7. G. In the case of a captive insurance company licensed as a branch captive insurance company, the alien captive insurance company shall petition the Insurance Commissioner to issue a certificate setting forth the finding of the Insurance Commissioner that, after considering the character, reputation, financial responsibility, insurance experience, and business qualifications of the officers and directors of the alien captive insurance company, the licensing and maintenance of the branch operations will promote the general good of the state. The alien captive insurance company may register to do business in this state after a certificate of the Insurance Commissioner has been issued.
8. H. The capital stock of a captive insurance company incorporated as a stock insurer must be issued at not less than par value.
9. I. In the case of a captive insurance company formed as a corporation, at least one of the members of the board of directors of a captive insurance company incorporated in this state must be a resident of this state.
10. J. In the case of a captive insurance company formed as a reciprocal insurer, at least one of the members of the advisory committee of the subscribers must be a resident of this state.
11. K. A captive insurance company formed as a corporation under the Oklahoma Captive Insurance Company Act has the privileges and is subject to the provisions of the general corporation law as well as the applicable provisions contained in the Oklahoma Captive Insurance Company Act. If a conflict occurs between a provision of the general corporation law and a provision of the Oklahoma Captive Insurance Company Act, the latter controls. The provisions of the Oklahoma Insurance Code pertaining to mergers, consolidations, conversions, mutualizations, and redomestications apply in determining the procedures to be followed by a captive insurance company in carrying out any of the transactions described in those provisions, except the Insurance Commissioner may waive or modify the requirements for public notice and hearing in accordance with regulations which the Insurance Commissioner may promulgate addressing categories of transactions. If a notice of public hearing is required, but no one requests a hearing, the Insurance Commissioner may cancel the hearing.

12. L.

    1. 1. A captive insurance company formed as a reciprocal insurer under the Oklahoma Captive Insurance Company Act has the privileges and is subject to the provisions of the Oklahoma Insurance Code in addition to the applicable provisions of the Oklahoma Captive Insurance Company Act. If a conflict occurs, the provisions of the Oklahoma Captive Insurance Company Act control. To the extent a reciprocal insurer is made subject to other provisions of the Oklahoma Insurance Code, the provisions are not applicable to a reciprocal insurer formed under the Oklahoma Captive Insurance Company Act unless the provisions are expressly made applicable to a captive insurance company under the Oklahoma Captive Insurance Company Act.
    2. 2. In addition to the provisions of paragraph 1 of this subsection, a captive insurance company organized as a reciprocal insurer that is an industrial insured group has the privileges and is subject to the provisions of the Oklahoma Insurance Code.
13. M. The articles of incorporation or bylaws of a captive insurance company may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors.

Laws 2004, HB 2141, c. 334, § 17, emerg. eff. May 25, 2004.