1. (a) Except as provided by the Act, every insurer which is authorized or incorporated to do business in this state and which is a member of an insurance holding company system shall register in accordance with the Act, §3. An insurer which is a member of an insurance holding company system which ceases to be exempt from regulation under the Act, §2(r), shall register in accordance with the Act, §3. The exemption from registration for a foreign insurer does not apply to a commercially domiciled insurer doing business in this state; nor to a commercially domiciled insurer granted an exemption under §7.202 of this title (relating to Definitions). The Commissioner shall terminate the registration of a commercially domiciled insurer when it is demonstrated that it no longer meets the definition of commercially domiciled insurer in subparagraph (3) of §7.202 of this title (relating to Definitions).
2. (b) Information filing from insurers. Every insurer which is authorized to do business in this state and which is a member of an insurance holding company system and is not required to register under subsection (a) of this section shall furnish to the commissioner of insurance a copy of the registration statement or other information filed by such insurer with the insurance regulatory authority of its domiciliary jurisdiction and all amendments thereto, if required by the commissioner.
3. (c) Information and forms required. Every insurer subject to registration shall file a registration statement in accordance with §7.210 of this title (relating to Form B) providing current information about the requested matters.
4. (d) Materiality. Information which is not material for the purposes of the Act, §3, need not be filed pursuant to the Act, §3(b) and (d). See the Act, §3(c), for certain requirements respecting materiality. See subsection (f) of this section for rule on material changes.

5. (e) Amendments to registration statements. Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions (whether single transactions or cumulative in total). Such amendment shall be in accordance with §7.210 of this title (relating to Form B), the registration statement, the cover page requirements of §7.201(d) of this title (relating to Forms Filings), and with a positive statement as to the items of the form not being amended instead of setting out such unamended portions. Such amendment shall be filed within 15 days after the end of the month in which the registered insurer learns of each such change or addition. Any transaction that is formally approved by official order of the commissioner under any of the following enumerated provisions shall be deemed to be an amendment to the registration statement without further action or filing:

   1. (1) the Act, §4;
   2. (2) any transactions reported in an acquisition statement (Form A) under the Act, §5;
   3. (3) the Insurance Code, Article 21.25, §§1-5, dealing with the merger or consolidation of two or more insurers and complying with the terms of such article;
   4. (4) the Insurance Code, Article 11.20;
   5. (5) the Insurance Code, Article 11.21;
   6. (6) the Insurance Code, Article 14.13;
   7. (7) the Insurance Code, Article 14.61;
   8. (8) the Insurance Code, Article 14.63;
   9. (9) the Insurance Code, Article 21.26, provided that all or 100% of the stock is initially and simultaneously purchased in order to effect a total reinsurance;
   10. (10) the Insurance Code, Article 22.15, provided that all requirements of the article are met;
   11. (11) the Insurance Code, Article 22.19, provided that the reinsurance is a total direct reinsurance; and
   12. (12) any other transaction formally approved by official order of the commissioner under authority authorized by any other provisions of the Insurance Code.

6. (f) Material changes. The following occurrences shall, without limitation on the meaning of the phrase "material changes," be deemed to be material changes for the purposes of filing an amendment to the registration statement:

   1. (1) any acquisition of a voting security of a domestic insurer, directly or indirectly, by a person in control of such domestic insurer if, after such acquisition, such person, directly or indirectly, owns or controls less than 50% of the then issued and outstanding voting securities of such domestic insurer, in which case §7.210(b) and (c) of this title (relating to Form B) shall be made current;
   2. (2) any acquisition of a voting security of a domestic insurer, directly or indirectly, by a person that, prior thereto, directly or indirectly, owns or controls more than 50% of the then issued and outstanding voting securities of such domestic insurer, in which case §7.210(b) and (c) of this title (relating to Form B) shall be made current;
   3. (3) a change in the control of the registrant, in which case the entire registration statement shall be made current (this paragraph is effective notwithstanding any other provision of this subchapter);
   4. (4) a change in the information required by §7.210(f) and (g) of this title (relating to Form B), in which case the respective subsection shall be made current;
   5. (5) a change of the chief executive officer, president, or more than one-third of the directors reported in §7.210(e) of this title (relating to Form B), in which case the respective subsection shall be made current;
   6. (6) any transaction with an affiliate or affiliates which, when taken together with all other transactions with affiliates (excluding those transactions approved under §7.204(a)(1) of this title (relating to Commissioner's Approval Required) and those transactions for which notification is given under §7.204(a)(2) occurring within 12 months next preceding, in the aggregate or cumulatively involve the lesser of one-half of 1.0% or more of an insurer's admitted assets, or 5.0% or more of an insurer's surplus, calculated as of the 31st day of December next preceding. In such case, §7.210(c) and (f) of this title (relating to Form B) shall be made current together with a report of all transactions with affiliates regardless of size within 12 months next preceding. After such transactions are reported and the filings pursuant to §7.210(c) and (f) are made current, each subsequent transaction with an affiliate which, when taken together with those transactions which occurred within the 12 months next preceding, were reported pursuant to this subsection and which aggregately or cumulatively involve the lesser of one-half of 1.0% or more of an insurer's admitted assets, or 5.0% or more of an insurer's surplus, calculated as of the 31st day of December next preceding, shall be reported pursuant to §7.203(e) of this title (relating to Registration of Insurers).
7. (g) Annual amendment. Within 120 days after the end of each fiscal year of the ultimate controlling person (that person which is not controlled by another person) of the insurance holding company system, the registrant shall file an amendment to the registration statement which shall make the registration statement current. Within 120 days of the end of each calendar year ending in a five or a zero, the registrant shall file a completely restated up-to-date registration statement as set out in §7.210 of this title (relating to Form B), with amendments consolidated therein. The registrant is not required to file an annual amendment to its registration statement under this subsection in the year that it files a completely restated up-to-date registration statement. The registration statement referred to in §7.1301(d)(23) of this title (relating to Regulatory Fees) includes each annual amendment to the registration statement and the completely restated up-to-date registration statement.
8. (h) Termination of registration. The commissioner shall terminate the registration of any insurer as provided in the Act, §3(e).
9. (i) Consolidated filing. Any licensed insurer may file a consolidated registration statement or any amendment thereto on behalf of itself and any affiliated insurer or insurers which are required to register under subsection (a) of this section, if so authorized by such affiliates. Each registration statement may include information regarding any insurer in the insurance holding company system even if such insurer is not authorized to do business in this state. Each licensed insurer in such filing shall undertake the duty to determine the correctness of the entire statement and any amendments and is bound by the terms of the entire statement or amendment. Such statement may be made under the provisions of subsection (j) of this section.

10. (j) Alternative registration.

    1. (1) In lieu of filing a registration statement as specified in §7.210 of this title (relating to Form B), a licensed insurer may file a copy of the registration statement or similar report which it is required to file in its state of domicile (or a report which it is required to file in another state where it is licensed if its state of domicile requires no such report) provided:

       1. (A) the statement or report contains substantially similar information required to be furnished as specified in §7.210 of this title (relating to Form B) and any such information not in such statement or report is provided by supplement; and
       2. (B) the filing insurer is the principal insurer in the insurance holding company system or, in the case of a consolidated statement, the statement is in the form required by the principal insurer's domicile.
    2. (2) The question of whether the filing insurer is the principal insurer in the insurance holding company system is a question of fact; an insurer filing a registration statement (or report in lieu of the information specified in §7.210 of this title (relating to Form B) on behalf of an affiliated insurer shall set forth a simple statement of facts which will substantiate the filing insurer's claim that it, in fact, is the principal insurer in the insurance holding company system.
    3. (3) With the prior approval of the commissioner, an unauthorized insurer may follow any of the procedures which could be done by an authorized insurer under paragraph (1) of this subsection.
    4. (4) The commissioner may require under this subsection or subsection (i) of this section separate filings if he deems such filings necessary in the interest of clarity, ease of administration, or the public good.
11. (k) Exemptions. The provisions of this section shall not apply to any insurer, information, or transaction if and to the extent that the commissioner by rule, regulation, or order shall exempt the same.
12. (l) Disclaimer. Any person may file with the commissioner a disclaimer of control or affiliation with any insurer, or such a disclaimer may be filed by such insurer or any member of an insurance holding company system. The disclaimer shall be in accordance with §7.211 of this title (relating to Form C) and shall disclose all material relationships and bases for affiliation between such persons and such insurer as well as the basis for disclaiming such affiliation. A copy of any disclaimer filed with the commissioner, if the affected insurer is not a party thereto, shall also be furnished by the applicant to the insurer at the same time it is filed with the commissioner. The insurer shall, within 15 business days after receipt thereof, unless the time is extended by the commissioner for good cause, respond to the matters raised in the disclaimer. After a disclaimer has been filed, the insurer shall be relieved of any duty to register or report under subsection (a) of this section which may arise out of the insurer's relationship with such person unless and until the commissioner disallows such a disclaimer. Unless disallowed by the commissioner, a disclaimer filed under this subsection relieves a person of the duty to comply with the requirements of the Act, §5(a)-(c). The commissioner shall disallow such a disclaimer only after furnishing all parties in interest with notice and opportunity to be heard and after making specific findings of fact to support such disallowance. After a disclaimer of control or affiliation has been filed by any person, any acquisition, in any manner, directly or indirectly, of a voting security of the domestic insurer by such person shall be subject to the Act, §5, in absence of the filing within 15 days after the end of the month in which the acquisition of an additional voting security occurs, of an amendment which shall make current the disclaimer of control or affiliation previously filed pursuant to this subsection.
13. (m) Violations. The failure to file a registration statement or any amendment thereto required within the time specified for such filing shall be a violation of this section.
14. (n) Dividends and distributions. Each registered insurer shall, by personal delivery, by telecopy, or by mail addressed to: Financial Monitoring, Mail Code 303-1D, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099, provide notice to the commissioner of all dividends and other distributions to shareholders within two business days following the declaration thereof and at least ten days prior to payment in the form prescribed by the commissioner and adopted herein by reference as Form HCDividend (Rev. September 13, 1995) and such notice shall be deemed an amendment to the registration statement without further action or filing. Prepayment notices will be considered promptly. Each prepayment notice shall be accompanied by documentation supporting each of the standards specified in the Act, §4(b), unless such documentation has previously been provided during the current calendar year and the person to whom such documentation was sent is identified. Dividends and distributions shall be reviewed by the commissioner and, if the standards in the Act, §4(b), are not met, the commissioner shall take appropriate action, including but not limited to that provided under the Insurance Code, Articles 1.10, 1.10A, 1.32, 21.28, 21.28-A, 21.31, and 21.32. All reported dividends and distributions shall be reviewed annually in the registration statement filed pursuant to §7.210 of this title (relating to Form B). See §7.204(d) of this title (relating to Commissioner's Approval Required) for requirements regarding extraordinary dividends and distributions.

Source Note:The provisions of this §7.203 adopted to be effective January 1, 1976; amended to be effective November 30, 1984, 9 TexReg 5926; amended to be effective April 29, 1988, 13 TexReg 1761; amended to be effective April 13, 1992, 17 TexReg 2273; amended to be effective July 14, 1994, 19 TexReg 5098; amended to be effective May 15, 1996, 21 TexReg 3798.