{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1005.1_1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1005.1_1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1005.1_1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1005.1_1.html"}],"law_id":56902,"edition_id":1,"section_id":56902,"structure_id":12859,"section_number":"38.2-1005.1:1","catch_line":"Definitions","history":"2001, c. 726.","full_text":"As used in this article:\n\t\t“Converted company” means a stock insurance company incorporated and organized under the laws of this Commonwealth that continues in existence after a reorganization under this article in connection with the formation of a mutual holding company.\n\t\t“Converted mutual holding company” means the stock corporation into which a mutual holding company has been converted pursuant to \u00a7 38.2-1005.1:9.\n\t\t“Eligible member” means a member as of the date the board of directors of a mutual company adopts a plan of MHC conversion under this article. For the conversion of a mutual holding company, the term eligible member means a member of the mutual holding company who is of record on the date the board of directors of the mutual holding company adopts a plan of conversion authorized pursuant to this article.\n\t\t“Intermediate holding company” means a corporation authorized to issue one or more classes of capital stock, the corporate purposes of which include holding, directly or indirectly, the voting stock of a converted company.\n\t\t“Member” means a person who, on the records of a mutual company and pursuant to the articles of incorporation or bylaws of a mutual company, is deemed to be the holder of a membership interest in a mutual company. The term member also includes a person insured under a group policy if:\n\n1\n\nThe person is insured or covered under a group life insurance policy or group annuity contract under which funds are accumulated and allocated to the respective persons covered under such policy or contract;2\n\nThe person has the right to direct the application of the funds so allocated;3\n\nThe group policyholder does not pay any portion of the premiums or deposits for the policy or contract; and4\n\nThe mutual company has the names and addresses of the persons covered under the group life insurance policy or group annuity contract.\n\t\t\tWhen a plan of MHC conversion has become effective under this article, the term “member” shall mean a member of the mutual holding company created by such plan.\n\t\t\t“Mutual company” means a mutual insurance company incorporated and organized under the laws of this Commonwealth and licensed pursuant to Chapter 10 (§ 38.2-1000 et seq.) of this title.\n\t\t\t“Mutual holding company” or “MHC” means a corporation organized under the provisions of the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) in connection with the reorganization of a mutual company under this article. A MHC shall be subject to the provisions of this article and any other provisions of this title that are applicable to mutual companies and not inconsistent with the provisions of this article. The articles of incorporation of a MHC shall state:1\n\nThat the corporation is organized under this article as a MHC;2\n\nThat the MHC shall hold not less than a majority of the shares of voting stock of a converted company or an intermediate holding company that, in turn, directly or indirectly holds all of the voting shares of a converted company;3\n\nThat the corporation is not authorized to issue capital stock except in accordance with the provisions of § 38.2-1005.1:9;4\n\nThat its members shall have the rights specified in this article and its articles of incorporation and bylaws; and5\n\nThat its assets shall be subject to inclusion in the estate of the converted company in any proceeding initiated against the converted company under Chapter 15 (§ 38.2-1500 et seq.) of this title.\n\t\t\t“Plan of MHC conversion” or “plan” means a plan adopted pursuant to this article by the board of directors of a mutual company for the conversion of a mutual company into a direct or indirect stock subsidiary of a mutual holding company.\n\t\t\t“Policy” includes any group or individual policy or contract issued by a mutual company, including an annuity contract, but does not include a certificate of insurance issued in connection with a group policy or contract.\n\t\t\t“Policyholder” means the holder of a policy other than a reinsurance contract.","order_by":null,"text":{"0":{"id":208422,"text":"As used in this article:\n\t\t“Converted company” means a stock insurance company incorporated and organized under the laws of this Commonwealth that continues in existence after a reorganization under this article in connection with the formation of a mutual holding company.\n\t\t“Converted mutual holding company” means the stock corporation into which a mutual holding company has been converted pursuant to \u00a7 38.2-1005.1:9.\n\t\t“Eligible member” means a member as of the date the board of directors of a mutual company adopts a plan of MHC conversion under this article. For the conversion of a mutual holding company, the term eligible member means a member of the mutual holding company who is of record on the date the board of directors of the mutual holding company adopts a plan of conversion authorized pursuant to this article.\n\t\t“Intermediate holding company” means a corporation authorized to issue one or more classes of capital stock, the corporate purposes of which include holding, directly or indirectly, the voting stock of a converted company.\n\t\t“Member” means a person who, on the records of a mutual company and pursuant to the articles of incorporation or bylaws of a mutual company, is deemed to be the holder of a membership interest in a mutual company. The term member also includes a person insured under a group policy if:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":208423,"text":"The person is insured or covered under a group life insurance policy or group annuity contract under which funds are accumulated and allocated to the respective persons covered under such policy or contract;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":208424,"text":"The person has the right to direct the application of the funds so allocated;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":208425,"text":"The group policyholder does not pay any portion of the premiums or deposits for the policy or contract; and","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":208426,"text":"The mutual company has the names and addresses of the persons covered under the group life insurance policy or group annuity contract.\n\t\t\tWhen a plan of MHC conversion has become effective under this article, the term “member” shall mean a member of the mutual holding company created by such plan.\n\t\t\t“Mutual company” means a mutual insurance company incorporated and organized under the laws of this Commonwealth and licensed pursuant to Chapter 10 (§ 38.2-1000 et seq.) of this title.\n\t\t\t“Mutual holding company” or “MHC” means a corporation organized under the provisions of the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) in connection with the reorganization of a mutual company under this article. A MHC shall be subject to the provisions of this article and any other provisions of this title that are applicable to mutual companies and not inconsistent with the provisions of this article. The articles of incorporation of a MHC shall state:","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"1"},"5":{"id":208427,"text":"That the corporation is organized under this article as a MHC;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"4","next_prefix":"2"},"6":{"id":208428,"text":"That the MHC shall hold not less than a majority of the shares of voting stock of a converted company or an intermediate holding company that, in turn, directly or indirectly holds all of the voting shares of a converted company;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"7":{"id":208429,"text":"That the corporation is not authorized to issue capital stock except in accordance with the provisions of § 38.2-1005.1:9;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"8":{"id":208430,"text":"That its members shall have the rights specified in this article and its articles of incorporation and bylaws; and","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"9":{"id":208431,"text":"That its assets shall be subject to inclusion in the estate of the converted company in any proceeding initiated against the converted company under Chapter 15 (§ 38.2-1500 et seq.) of this title.\n\t\t\t“Plan of MHC conversion” or “plan” means a plan adopted pursuant to this article by the board of directors of a mutual company for the conversion of a mutual company into a direct or indirect stock subsidiary of a mutual holding company.\n\t\t\t“Policy” includes any group or individual policy or contract issued by a mutual company, including an annuity contract, but does not include a certificate of insurance issued in connection with a group policy or contract.\n\t\t\t“Policyholder” means the holder of a policy other than a reinsurance contract.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4"}},"ancestry":[{"id":12859,"edition_id":1,"name":"Formation of Mutual Insurance Holding Company; Conversion of Mutual Holding Company to Stock Holding Company","identifier":"1.1","label":"article","depth":3,"order_by":1,"parent_id":12858,"metadata":{},"date_created":"2026-06-26 03:43:57","date_modified":"2026-06-26 03:43:57","permalink":{"id":210883,"object_type":"structure","relational_id":12859,"identifier":"1.1","token":"38.2\/10\/1.1","url":"\/38.2\/10\/1.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12858,"edition_id":1,"name":"Organization, Admission and Licensing of Insurers","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:43:57","date_modified":"2026-06-26 03:43:57","permalink":{"id":210851,"object_type":"structure","relational_id":12858,"identifier":"10","token":"38.2\/10","url":"\/38.2\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56902,"structure_id":12859,"section_number":"38.2-1005.1:1","catch_line":"Definitions","url":"\/38.2-1005.1_1\/","token":"38.2\/10\/1.1\/38.2-1005.1_1","metadata":false},{"id":64846,"structure_id":12859,"section_number":"38.2-1005.1:10","catch_line":"Conflicts of interest","url":"\/38.2-1005.1_10\/","token":"38.2\/10\/1.1\/38.2-1005.1_10","metadata":false},{"id":76203,"structure_id":12859,"section_number":"38.2-1005.1:11","catch_line":"Costs and expenses","url":"\/38.2-1005.1_11\/","token":"38.2\/10\/1.1\/38.2-1005.1_11","metadata":false},{"id":77766,"structure_id":12859,"section_number":"38.2-1005.1:12","catch_line":"Failure to give notice","url":"\/38.2-1005.1_12\/","token":"38.2\/10\/1.1\/38.2-1005.1_12","metadata":false},{"id":79053,"structure_id":12859,"section_number":"38.2-1005.1:13","catch_line":"Limitation on actions","url":"\/38.2-1005.1_13\/","token":"38.2\/10\/1.1\/38.2-1005.1_13","metadata":false},{"id":71404,"structure_id":12859,"section_number":"38.2-1005.1:2","catch_line":"Formation of mutual holding company and conversion of mutual company","url":"\/38.2-1005.1_2\/","token":"38.2\/10\/1.1\/38.2-1005.1_2","metadata":false},{"id":85196,"structure_id":12859,"section_number":"38.2-1005.1:3","catch_line":"Mutual holding company membership interest","url":"\/38.2-1005.1_3\/","token":"38.2\/10\/1.1\/38.2-1005.1_3","metadata":false},{"id":85678,"structure_id":12859,"section_number":"38.2-1005.1:4","catch_line":"Contents of plan of MHC conversion","url":"\/38.2-1005.1_4\/","token":"38.2\/10\/1.1\/38.2-1005.1_4","metadata":false},{"id":81727,"structure_id":12859,"section_number":"38.2-1005.1:5","catch_line":"Adoption and approval of plan of MHC conversion","url":"\/38.2-1005.1_5\/","token":"38.2\/10\/1.1\/38.2-1005.1_5","metadata":false},{"id":53995,"structure_id":12859,"section_number":"38.2-1005.1:6","catch_line":"Corporate existence","url":"\/38.2-1005.1_6\/","token":"38.2\/10\/1.1\/38.2-1005.1_6","metadata":false},{"id":66932,"structure_id":12859,"section_number":"38.2-1005.1:7","catch_line":"Regulation and authority of a mutual holding company","url":"\/38.2-1005.1_7\/","token":"38.2\/10\/1.1\/38.2-1005.1_7","metadata":false},{"id":57547,"structure_id":12859,"section_number":"38.2-1005.1:8","catch_line":"Diversion of business to affiliates","url":"\/38.2-1005.1_8\/","token":"38.2\/10\/1.1\/38.2-1005.1_8","metadata":false},{"id":71758,"structure_id":12859,"section_number":"38.2-1005.1:9","catch_line":"Conversion of mutual holding company","url":"\/38.2-1005.1_9\/","token":"38.2\/10\/1.1\/38.2-1005.1_9","metadata":false}],"next_section":{"id":64846,"structure_id":12859,"section_number":"38.2-1005.1:10","catch_line":"Conflicts of interest","url":"\/38.2-1005.1_10\/","token":"38.2\/10\/1.1\/38.2-1005.1_10","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1005.1:1\/","history_text":"

This law was first created in 2001. The record of its establishment is cataloged in chapter 726<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":76305,"section_number":"13.1-801","catch_line":"Short title","order_by":null,"url":"\/13.1-801\/"},{"id":58285,"section_number":"38.2-1000","catch_line":"Incorporation of domestic stock insurers","order_by":null,"url":"\/38.2-1000\/"},{"id":71758,"section_number":"38.2-1005.1:9","catch_line":"Conversion of mutual holding company","order_by":null,"url":"\/38.2-1005.1_9\/"},{"id":66658,"section_number":"38.2-1500","catch_line":"Scope of chapter","order_by":null,"url":"\/38.2-1500\/"}],"permalink":{"id":210885,"object_type":"law","relational_id":56902,"identifier":"38.2-1005.1:1","token":"38.2\/10\/1.1\/38.2-1005.1_1","url":"\/38.2-1005.1_1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1005.1_1\/","token":"38.2\/10\/1.1\/38.2-1005.1_1","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1005.1:1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:\n\t\t“Converted company<\/span>” means a stock insurance company<\/span> incorporated and organized under the laws<\/span> of this Commonwealth that continues in existence after a reorganization under this article in connection with the formation of a mutual holding company<\/span>.\n\t\t“Converted mutual holding company<\/span><\/span>” means the stock corporation into which a mutual holding company<\/span> has been converted pursuant to \u00a7 38.2-1005.1:9<\/a>.\n\t\t“Eligible member<\/span>” means a member as of the date the board of directors of a mutual company<\/span> adopts a plan of MHC conversion<\/span> under this article. For the conversion of a mutual holding company<\/span>, the term eligible member<\/span> means a member of the mutual holding company<\/span> who is of record on the date the board of directors of the mutual holding company<\/span> adopts a plan of conversion authorized pursuant to this article.\n\t\t“Intermediate holding company<\/span>” means a corporation authorized to issue<\/span> one or more classes of capital stock, the corporate purposes of which include holding, directly or indirectly, the voting stock of a converted company<\/span>.\n\t\t“Member” means a person<\/span> who, on the records of a mutual company<\/span> and pursuant to the articles of incorporation or bylaws of a mutual company<\/span>, is deemed to be the holder of a membership interest in a mutual company<\/span>. The term member also includes a person<\/span> insured under a group policy<\/span> if:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The person<\/span> is insured or covered under a group life insurance policy<\/span> or group annuity contract<\/span> under which funds are accumulated and allocated to the respective persons<\/span> covered under such policy<\/span> or contract<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The person<\/span> has the right to direct the application of the funds so allocated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The group policyholder<\/span> does not pay any portion of the premiums or deposits for the policy<\/span> or contract<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The mutual company<\/span> has the names and addresses of the persons<\/span> covered under the group life insurance policy<\/span> or group annuity contract<\/span>.\n\t\t\tWhen a plan of MHC conversion<\/span> has become effective under this article, the term “member” shall mean a member of the mutual holding company<\/span> created by such plan.\n\t\t\t“Mutual company<\/span>” means a mutual insurance company<\/span> incorporated and organized under the laws<\/span> of this Commonwealth and licensed pursuant to Chapter 10 (§ 38.2-1000<\/a> et seq.) of this title.\n\t\t\t“Mutual holding company<\/span>” or “MHC” means a corporation organized under the provisions of the Virginia Nonstock Corporation Act (§ 13.1-801<\/a> et seq.) in connection with the reorganization of a mutual company<\/span> under this article. A MHC shall be subject to the provisions of this article and any other provisions of this title that are applicable to mutual companies and not inconsistent with the provisions of this article. The articles of incorporation of a MHC shall state<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> That the corporation is organized under this article as a MHC; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> That the MHC shall hold not less than a majority of the shares of voting stock of a converted company<\/span> or an intermediate holding company<\/span> that, in turn, directly or indirectly holds all of the voting shares of a converted company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the corporation is not authorized to issue<\/span> capital stock except in accordance with the provisions of § 38.2-1005.1:9<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That its members<\/span> shall have the rights specified in this article and its articles of incorporation and bylaws; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> That its assets<\/span> shall be subject to inclusion in the estate of the converted company<\/span> in any proceeding initiated against the converted company<\/span> under Chapter 15 (§ 38.2-1500<\/a> et seq.) of this title.\n\t\t\t“Plan of MHC conversion<\/span>” or “plan” means a plan adopted pursuant to this article by the board of directors of a mutual company<\/span> for the conversion of a mutual company<\/span> into a direct or indirect stock subsidiary of a mutual holding company<\/span>.\n\t\t\t“Policy<\/span>” includes any group or individual policy<\/span> or contract<\/span> issued by a mutual company<\/span>, including an annuity contract<\/span>, but does not include a certificate of insurance issued in connection with a group policy<\/span> or contract<\/span>.\n\t\t\t“Policyholder<\/span>” means the holder of a policy<\/span> other than a reinsurance contract<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 38.2-1005.1:1)\n\nAs used in this article:\n\t\t“Converted company” means a stock insurance company incorporated\nand organized under the laws of this Commonwealth that continues in existence\nafter a reorganization under this article in connection with the formation of a\nmutual holding company.\n\t\t“Converted mutual holding company” means the stock corporation\ninto which a mutual holding company has been converted pursuant to \u00a7\n38.2-1005.1:9.\n\t\t“Eligible member” means a member as of the date the board of\ndirectors of a mutual company adopts a plan of MHC conversion under this\narticle. For the conversion of a mutual holding company, the term eligible\nmember means a member of the mutual holding company who is of record on the date\nthe board of directors of the mutual holding company adopts a plan of conversion\nauthorized pursuant to this article.\n\t\t“Intermediate holding company” means a corporation authorized to\nissue one or more classes of capital stock, the corporate purposes of which\ninclude holding, directly or indirectly, the voting stock of a converted\ncompany.\n\t\t“Member” means a person who, on the records of a mutual company\nand pursuant to the articles of incorporation or bylaws of a mutual company, is\ndeemed to be the holder of a membership interest in a mutual company. The term\nmember also includes a person insured under a group policy if:\n\n1. The person is insured or covered under a group life insurance policy or group\nannuity contract under which funds are accumulated and allocated to the\nrespective persons covered under such policy or contract;\n\n2. The person has the right to direct the application of the funds so allocated;\n\n3. The group policyholder does not pay any portion of the premiums or deposits\nfor the policy or contract; and\n\n4. The mutual company has the names and addresses of the persons covered under\nthe group life insurance policy or group annuity contract.\n\t\t\tWhen a plan of MHC conversion has become effective under this article, the\nterm “member” shall mean a member of the mutual holding company\ncreated by such plan.\n\t\t\t“Mutual company” means a mutual insurance company incorporated\nand organized under the laws of this Commonwealth and licensed pursuant to\nChapter 10 (§ 38.2-1000 et seq.) of this title.\n\t\t\t“Mutual holding company” or “MHC” means a corporation\norganized under the provisions of the Virginia Nonstock Corporation Act (§\n13.1-801 et seq.) in connection with the reorganization of a mutual company\nunder this article. A MHC shall be subject to the provisions of this article and\nany other provisions of this title that are applicable to mutual companies and\nnot inconsistent with the provisions of this article. The articles of\nincorporation of a MHC shall state:\n\n1. That the corporation is organized under this article as a MHC;\n\n2. That the MHC shall hold not less than a majority of the shares of voting\nstock of a converted company or an intermediate holding company that, in turn,\ndirectly or indirectly holds all of the voting shares of a converted company;\n\n3. That the corporation is not authorized to issue capital stock except in\naccordance with the provisions of § 38.2-1005.1:9;\n\n4. That its members shall have the rights specified in this article and its\narticles of incorporation and bylaws; and\n\n5. That its assets shall be subject to inclusion in the estate of the converted\ncompany in any proceeding initiated against the converted company under Chapter\n15 (§ 38.2-1500 et seq.) of this title.\n\t\t\t“Plan of MHC conversion” or “plan” means a plan\nadopted pursuant to this article by the board of directors of a mutual company\nfor the conversion of a mutual company into a direct or indirect stock\nsubsidiary of a mutual holding company.\n\t\t\t“Policy” includes any group or individual policy or contract\nissued by a mutual company, including an annuity contract, but does not include\na certificate of insurance issued in connection with a group policy or contract.\n\t\t\t“Policyholder” means the holder of a policy other than a\nreinsurance contract.\n\nHISTORY: 2001, c. 726.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}