33-28-105. Formation of captive insurance companies. (1) A pure captive insurance company must be incorporated as a stock insurer with its capital divided into shares and held by the stockholders.
     (2) An association captive insurance company or an industrial insured captive insurance company may be:
     (a) incorporated as a stock insurer with its capital divided into shares and held by the stockholders; or
     (b) incorporated as a mutual insurer without capital stock, the governing body of which is elected by the member organizations of its association or associations.
     (3) A captive insurance company incorporated or organized in this state may not have less than three incorporators, at least one of whom must be a resident of this state.
     (4) (a) A captive insurance company shall deliver to the commissioner a draft of its proposed articles of incorporation. The commissioner shall examine the proposed articles of incorporation, and if the commissioner finds that the proposed articles comply with this chapter and the applicable provisions of Title 33, the commissioner shall approve, in writing, the draft articles.
     (b) If the commissioner finds that the proposed articles of incorporation of the captive insurance company do not meet the requirements of the applicable laws, including but not limited to 33-2-112, the commissioner shall refuse to approve the draft of the articles of incorporation and shall return the draft to the proposed incorporators, together with a written statement explaining the refusal.
     (c) The commissioner shall forward an approved draft of articles of incorporation to the proposed incorporators. The incorporators shall prepare two sets of the approved articles of incorporation and shall file one set of articles of incorporation with the secretary of state as required by the applicable law and one set with the commissioner.
     (5) The capital stock of a captive insurance company incorporated as a stock insurer may be authorized with no par value.
     (6) At least one of the members of the board of directors of a captive insurance company must be a resident of this state.
     (7) (a) A captive insurance company has the privileges and is subject to the provisions of general corporation law, as well as the applicable provisions contained in this chapter.
     (b) In the event of conflict between the provisions of general corporation law and this chapter, the provisions of this chapter control.
     (c) The provisions of Title 33 pertaining to mergers, consolidations, conversions, mutualizations, and redomestications apply in determining the procedures to be followed by captive insurance companies in carrying out any of those transactions.

     History: En. Sec. 5, Ch. 298, L. 2001.