{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1005.1_2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1005.1_2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1005.1_2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1005.1_2.html"}],"law_id":71404,"edition_id":1,"section_id":71404,"structure_id":12859,"section_number":"38.2-1005.1:2","catch_line":"Formation of mutual holding company and conversion of mutual company","history":"2001, c. 726.","full_text":"A mutual company, upon approval of the Commission, may reorganize by forming a mutual holding company and continue the corporate existence of the reorganizing mutual company as a stock insurance company in accordance with the provisions of this article. At the time a plan of MHC conversion becomes effective and without any further action:\n\n1\n\nThe mutual company shall become a stock corporation, the membership interests of the policyholders in the mutual company shall be deemed extinguished and all eligible members of the mutual company shall become members of the mutual holding company in accordance with the articles of incorporation and bylaws of the mutual holding company and the applicable provisions of this article and Chapter 10 (§ 38.2-1000 et seq.) of this title; and2\n\nAll of the shares of capital stock of the converted company shall be issued to the mutual holding company that, at all times thereafter, shall own not less than a majority of the issued shares of the voting stock of the converted company; however, either at the time the conversion becomes effective or, with the Commission’s approval, at any later time, the voting shares of the converted company may be held by one or more intermediate holding companies so long as the mutual holding company at all times owns, directly or indirectly, a majority of the voting shares of the converted company.","order_by":null,"text":{"0":{"id":257432,"text":"A mutual company, upon approval of the Commission, may reorganize by forming a mutual holding company and continue the corporate existence of the reorganizing mutual company as a stock insurance company in accordance with the provisions of this article. At the time a plan of MHC conversion becomes effective and without any further action:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":257433,"text":"The mutual company shall become a stock corporation, the membership interests of the policyholders in the mutual company shall be deemed extinguished and all eligible members of the mutual company shall become members of the mutual holding company in accordance with the articles of incorporation and bylaws of the mutual holding company and the applicable provisions of this article and Chapter 10 (§ 38.2-1000 et seq.) of this title; and","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":257434,"text":"All of the shares of capital stock of the converted company shall be issued to the mutual holding company that, at all times thereafter, shall own not less than a majority of the issued shares of the voting stock of the converted company; however, either at the time the conversion becomes effective or, with the Commission’s approval, at any later time, the voting shares of the converted company may be held by one or more intermediate holding companies so long as the mutual holding company at all times owns, directly or indirectly, a majority of the voting shares of the converted company.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1005.1:2\/","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":58285,"section_number":"38.2-1000","catch_line":"Incorporation of domestic stock insurers","order_by":null,"url":"\/38.2-1000\/"}],"permalink":{"id":210905,"object_type":"law","relational_id":71404,"identifier":"38.2-1005.1:2","token":"38.2\/10\/1.1\/38.2-1005.1_2","url":"\/38.2-1005.1_2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1005.1_2\/","token":"38.2\/10\/1.1\/38.2-1005.1_2","dublin_core":{"Title":"Formation of mutual holding company and conversion of mutual company","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1005.1:2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A mutual company<\/span>, upon approval of the Commission<\/span>, may reorganize by forming a mutual holding company<\/span> and continue the corporate existence of the reorganizing mutual company<\/span> as a stock insurance company<\/span> in accordance with the provisions of this article. At the time a plan of MHC conversion<\/span> becomes effective and without any further action:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The mutual company<\/span> shall become a stock corporation, the membership interests of the policyholders<\/span> in the mutual company<\/span> shall be deemed extinguished and all eligible members<\/span> of the mutual company<\/span> shall become members of the mutual holding company<\/span> in accordance with the articles of incorporation and bylaws of the mutual holding company<\/span> and the applicable provisions of this article and Chapter 10 (§ 38.2-1000<\/a> et seq.) of this title; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All of the shares of capital stock of the converted company<\/span> shall be issued to the mutual holding company<\/span> that, at all times thereafter, shall own not less than a majority of the issued shares of the voting stock of the converted company<\/span>; however, either at the time the conversion becomes effective or, with the Commission<\/span>’s approval, at any later time, the voting shares of the converted company<\/span> may be held by one or more intermediate holding companies so long as the mutual holding company<\/span> at all times owns, directly or indirectly, a majority of the voting shares of the converted company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFORMATION OF MUTUAL HOLDING COMPANY AND CONVERSION OF MUTUAL COMPANY (\u00a7\n38.2-1005.1:2)\n\nA mutual company, upon approval of the Commission, may reorganize by forming a\nmutual holding company and continue the corporate existence of the reorganizing\nmutual company as a stock insurance company in accordance with the provisions of\nthis article. At the time a plan of MHC conversion becomes effective and without\nany further action:\n\n1. The mutual company shall become a stock corporation, the membership interests\nof the policyholders in the mutual company shall be deemed extinguished and all\neligible members of the mutual company shall become members of the mutual\nholding company in accordance with the articles of incorporation and bylaws of\nthe mutual holding company and the applicable provisions of this article and\nChapter 10 (§ 38.2-1000 et seq.) of this title; and\n\n2. All of the shares of capital stock of the converted company shall be issued\nto the mutual holding company that, at all times thereafter, shall own not less\nthan a majority of the issued shares of the voting stock of the converted\ncompany; however, either at the time the conversion becomes effective or, with\nthe Commission’s approval, at any later time, the voting shares of the\nconverted company may be held by one or more intermediate holding companies so\nlong as the mutual holding company at all times owns, directly or indirectly, a\nmajority of the voting shares of the converted company.\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}}