{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1005.1_4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1005.1_4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1005.1_4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1005.1_4.html"}],"law_id":85678,"edition_id":1,"section_id":85678,"structure_id":12859,"section_number":"38.2-1005.1:4","catch_line":"Contents of plan of MHC conversion","history":"2001, c. 726.","full_text":"A plan of MHC conversion shall:\n\nA\n\nInclude:1\n\nThe reasons for the proposed conversion; and2\n\nThe effect of the proposed conversion on the mutual company’s existing policies.B\n\nProvide that:1\n\nAll policies of the converted company in force on the effective date of the conversion shall continue in force under the terms of those policies, except that all voting and other membership rights of the policyholders provided for under the policies or under the laws of this Commonwealth and any provisions for contingent liability of members shall be extinguished on the effective date of the plan of MHC conversion.2\n\nThe holders of participating policies in force on the date of conversion shall continue to have the right to receive dividends as provided in such policies, if any. However, except in the case of a mutual company’s life insurance policies, guaranteed renewable accident and sickness insurance policies, and non-cancelable accident and sickness insurance policies, if any, a plan may provide that the converted stock company will issue the insured a nonparticipating policy as a substitute for the participating policy on the renewal date of the participating policy next following the date the plan becomes effective.3\n\nIf a mutual life insurance company has participating life insurance policies in force on the effective date of the plan of conversion, the converted company will maintain such participating life policies as a closed block of business for dividend purposes, except that any or all classes of group participating policies may be excluded from the closed block. The plan shall provide for the establishment of one or more segregated accounts in connection with the closed block of business and shall allocate to such segregated accounts sufficient assets of the mutual company so that the assets so allocated, together with the revenue for the closed block of business, are sufficient to support the closed block including, but not limited to, the payment of claims, expenses, taxes and any dividends that are provided for under the terms of the participating policies with appropriate adjustments in the dividends for experience changes. The plan shall be accompanied by an opinion of a qualified actuary or appointed actuary who meets the standards provided in this title or the Commission’s regulations for the submission of actuarial opinions as to the adequacy of reserves or assets. The actuarial opinion shall relate to the adequacy of the assets allocated to the segregated accounts of the closed block and shall be based on methods of analysis deemed appropriate for such purposes by the Actuarial Standards Board. The amount of assets allocated to the segregated accounts of the closed block shall be based upon the mutual company’s most recent annual statement updated to the effective date of the conversion. After the effective date of the conversion, the converted company shall keep a separate accounting for the closed block and shall make and include in each annual statement to be filed with the Commission a separate statement showing gains, losses and expenses properly attributable to the closed block. With the Commission’s prior approval, assets allocated to the closed block of business that are in excess of the amount of assets necessary to support the policies then remaining in the closed block shall revert to the benefit of the converted company. Notwithstanding the provisions of this subdivision, the Commission may waive the requirement for the establishment of a closed block of participating policies when it deems a waiver to be in the best interests of the participating policyholders of the mutual company.C\n\nInclude the requirements for granting membership interest to persons who become policyholders of the converted company subsequent to the effective date of the conversion.D\n\nInclude information sufficient to demonstrate that the financial condition of the converted company will not be diminished by the plan of MHC conversion.E\n\nInclude a description of any current proposal to issue shares of the converted company or an intermediate holding company to the public or to other persons or entities who are not direct or indirect subsidiaries of the mutual holding company.F\n\nInclude the identity of each of the proposed directors and officers of the mutual holding company and each intermediate holding company, if any, together with such biographical information the Commission may require.G\n\nInclude such other information as the Commission considers appropriate for inclusion in the plan of MHC conversion.","order_by":null,"text":{"0":{"id":306856,"text":"A plan of MHC conversion shall:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"A"},"1":{"id":306857,"text":"Include:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"prior_prefix":"","next_prefix":"A1"},"2":{"id":306858,"text":"The reasons for the proposed conversion; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"3":{"id":306859,"text":"The effect of the proposed conversion on the mutual company’s existing policies.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"4":{"id":306860,"text":"Provide that:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"5":{"id":306861,"text":"All policies of the converted company in force on the effective date of the conversion shall continue in force under the terms of those policies, except that all voting and other membership rights of the policyholders provided for under the policies or under the laws of this Commonwealth and any provisions for contingent liability of members shall be extinguished on the effective date of the plan of MHC conversion.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":306862,"text":"The holders of participating policies in force on the date of conversion shall continue to have the right to receive dividends as provided in such policies, if any. However, except in the case of a mutual company’s life insurance policies, guaranteed renewable accident and sickness insurance policies, and non-cancelable accident and sickness insurance policies, if any, a plan may provide that the converted stock company will issue the insured a nonparticipating policy as a substitute for the participating policy on the renewal date of the participating policy next following the date the plan becomes effective.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"7":{"id":306863,"text":"If a mutual life insurance company has participating life insurance policies in force on the effective date of the plan of conversion, the converted company will maintain such participating life policies as a closed block of business for dividend purposes, except that any or all classes of group participating policies may be excluded from the closed block. The plan shall provide for the establishment of one or more segregated accounts in connection with the closed block of business and shall allocate to such segregated accounts sufficient assets of the mutual company so that the assets so allocated, together with the revenue for the closed block of business, are sufficient to support the closed block including, but not limited to, the payment of claims, expenses, taxes and any dividends that are provided for under the terms of the participating policies with appropriate adjustments in the dividends for experience changes. The plan shall be accompanied by an opinion of a qualified actuary or appointed actuary who meets the standards provided in this title or the Commission’s regulations for the submission of actuarial opinions as to the adequacy of reserves or assets. The actuarial opinion shall relate to the adequacy of the assets allocated to the segregated accounts of the closed block and shall be based on methods of analysis deemed appropriate for such purposes by the Actuarial Standards Board. The amount of assets allocated to the segregated accounts of the closed block shall be based upon the mutual company’s most recent annual statement updated to the effective date of the conversion. After the effective date of the conversion, the converted company shall keep a separate accounting for the closed block and shall make and include in each annual statement to be filed with the Commission a separate statement showing gains, losses and expenses properly attributable to the closed block. With the Commission’s prior approval, assets allocated to the closed block of business that are in excess of the amount of assets necessary to support the policies then remaining in the closed block shall revert to the benefit of the converted company. Notwithstanding the provisions of this subdivision, the Commission may waive the requirement for the establishment of a closed block of participating policies when it deems a waiver to be in the best interests of the participating policyholders of the mutual company.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"8":{"id":306864,"text":"Include the requirements for granting membership interest to persons who become policyholders of the converted company subsequent to the effective date of the conversion.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"9":{"id":306865,"text":"Include information sufficient to demonstrate that the financial condition of the converted company will not be diminished by the plan of MHC conversion.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"10":{"id":306866,"text":"Include a description of any current proposal to issue shares of the converted company or an intermediate holding company to the public or to other persons or entities who are not direct or indirect subsidiaries of the mutual holding company.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"11":{"id":306867,"text":"Include the identity of each of the proposed directors and officers of the mutual holding company and each intermediate holding company, if any, together with such biographical information the Commission may require.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"12":{"id":306868,"text":"Include such other information as the Commission considers appropriate for inclusion in the plan of MHC conversion.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1005.1:4\/","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":[{"id":81727,"section_number":"38.2-1005.1:5","catch_line":"Adoption and approval of plan of MHC conversion","order_by":null,"url":"\/38.2-1005.1_5\/"}],"refers_to":false,"permalink":{"id":210913,"object_type":"law","relational_id":85678,"identifier":"38.2-1005.1:4","token":"38.2\/10\/1.1\/38.2-1005.1_4","url":"\/38.2-1005.1_4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1005.1_4\/","token":"38.2\/10\/1.1\/38.2-1005.1_4","dublin_core":{"Title":"Contents of plan of MHC conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1005.1:4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A plan of MHC conversion<\/span> shall:<\/p><\/section>\n\t\t\t\t\t\t

A.<\/span> Include: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The reasons for the proposed conversion; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The effect of the proposed conversion on the mutual company<\/span>’s existing policies. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Provide that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All policies of the converted company<\/span> in force on the effective date of the conversion shall continue in force under the terms of those policies, except that all voting and other membership rights of the policyholders<\/span> provided for under the policies or under the laws<\/span> of this Commonwealth and any provisions for contingent liability of members<\/span> shall be extinguished on the effective date of the plan of MHC conversion<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The holders of participating policies in force on the date of conversion shall continue to have the right to receive dividends as provided in such policies, if any. However, except in the case of a mutual company<\/span>’s life insurance policies<\/span>, guaranteed renewable accident and sickness insurance policies<\/span>, and non-cancelable accident and sickness insurance policies<\/span>, if any, a plan may provide that the converted stock company will issue<\/span> the insured a nonparticipating policy<\/span> as a substitute for the participating policy<\/span> on the renewal date of the participating policy<\/span> next following the date the plan becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If a mutual life insurance company<\/span> has participating life insurance policies<\/span> in force on the effective date of the plan of conversion, the converted company<\/span> will maintain such participating life policies as a closed block of business for dividend purposes, except that any or all classes of group participating policies may be excluded from the closed block. The plan shall provide for the establishment of one or more segregated accounts in connection with the closed block of business and shall allocate to such segregated accounts sufficient assets<\/span> of the mutual company<\/span> so that the assets<\/span> so allocated, together with the revenue for the closed block of business, are sufficient to support the closed block including, but not limited to, the payment of claims, expenses, taxes and any dividends that are provided for under the terms of the participating policies with appropriate adjustments in the dividends for experience changes. The plan shall be accompanied by an opinion<\/span> of a qualified actuary or appointed actuary who meets the standards provided in this title or the Commission<\/span>’s regulations for the submission of actuarial opinions<\/span> as to the adequacy of reserves or assets<\/span>. The actuarial opinion<\/span> shall relate to the adequacy of the assets<\/span> allocated to the segregated accounts of the closed block and shall be based on methods of analysis deemed appropriate for such purposes by the Actuarial Standards Board. The amount of assets<\/span> allocated to the segregated accounts of the closed block shall be based upon the mutual company<\/span>’s most recent annual statement updated to the effective date of the conversion. After the effective date of the conversion, the converted company<\/span> shall keep a separate accounting for the closed block and shall make and include in each annual statement to be filed with the Commission<\/span> a separate statement showing gains, losses and expenses properly attributable to the closed block. With the Commission<\/span>’s prior approval, assets<\/span> allocated to the closed block of business that are in excess of the amount of assets<\/span> necessary to support the policies then remaining in the closed block shall revert to the benefit of the converted company<\/span>. Notwithstanding the provisions of this subdivision, the Commission<\/span> may waive<\/span> the requirement for the establishment of a closed block of participating policies when it deems a waiver<\/span> to be in the best interests of the participating policyholders<\/span> of the mutual company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Include the requirements for granting membership interest to persons<\/span> who become policyholders<\/span> of the converted company<\/span> subsequent to the effective date of the conversion. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Include information sufficient to demonstrate that the financial condition of the converted company<\/span> will not be diminished by the plan of MHC conversion<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Include a description of any current proposal to issue<\/span> shares of the converted company<\/span> or an intermediate holding company<\/span> to the public or to other persons<\/span> or entities who are not direct or indirect subsidiaries of the mutual holding company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Include the identity of each of the proposed directors and officers of the mutual holding company<\/span> and each intermediate holding company<\/span>, if any, together with such biographical information the Commission<\/span> may require. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Include such other information as the Commission<\/span> considers appropriate for inclusion in the plan of MHC conversion<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONTENTS OF PLAN OF MHC CONVERSION (\u00a7 38.2-1005.1:4)\n\nA plan of MHC conversion shall:\n\nA. Include:\n\n 1. The reasons for the proposed conversion; and\n\n 2. The effect of the proposed conversion on the mutual company’s\n existing policies.\n\nB. Provide that:\n\n 1. All policies of the converted company in force on the effective date of the\n conversion shall continue in force under the terms of those policies, except\n that all voting and other membership rights of the policyholders provided for\n under the policies or under the laws of this Commonwealth and any provisions\n for contingent liability of members shall be extinguished on the effective\n date of the plan of MHC conversion.\n\n 2. The holders of participating policies in force on the date of conversion\n shall continue to have the right to receive dividends as provided in such\n policies, if any. However, except in the case of a mutual company’s life\n insurance policies, guaranteed renewable accident and sickness insurance\n policies, and non-cancelable accident and sickness insurance policies, if any,\n a plan may provide that the converted stock company will issue the insured a\n nonparticipating policy as a substitute for the participating policy on the\n renewal date of the participating policy next following the date the plan\n becomes effective.\n\n 3. If a mutual life insurance company has participating life insurance\n policies in force on the effective date of the plan of conversion, the\n converted company will maintain such participating life policies as a closed\n block of business for dividend purposes, except that any or all classes of\n group participating policies may be excluded from the closed block. The plan\n shall provide for the establishment of one or more segregated accounts in\n connection with the closed block of business and shall allocate to such\n segregated accounts sufficient assets of the mutual company so that the assets\n so allocated, together with the revenue for the closed block of business, are\n sufficient to support the closed block including, but not limited to, the\n payment of claims, expenses, taxes and any dividends that are provided for\n under the terms of the participating policies with appropriate adjustments in\n the dividends for experience changes. The plan shall be accompanied by an\n opinion of a qualified actuary or appointed actuary who meets the standards\n provided in this title or the Commission’s regulations for the\n submission of actuarial opinions as to the adequacy of reserves or assets. The\n actuarial opinion shall relate to the adequacy of the assets allocated to the\n segregated accounts of the closed block and shall be based on methods of\n analysis deemed appropriate for such purposes by the Actuarial Standards\n Board. The amount of assets allocated to the segregated accounts of the closed\n block shall be based upon the mutual company’s most recent annual\n statement updated to the effective date of the conversion. After the effective\n date of the conversion, the converted company shall keep a separate accounting\n for the closed block and shall make and include in each annual statement to be\n filed with the Commission a separate statement showing gains, losses and\n expenses properly attributable to the closed block. With the\n Commission’s prior approval, assets allocated to the closed block of\n business that are in excess of the amount of assets necessary to support the\n policies then remaining in the closed block shall revert to the benefit of the\n converted company. Notwithstanding the provisions of this subdivision, the\n Commission may waive the requirement for the establishment of a closed block\n of participating policies when it deems a waiver to be in the best interests\n of the participating policyholders of the mutual company.\n\nC. Include the requirements for granting membership interest to persons who\nbecome policyholders of the converted company subsequent to the effective date\nof the conversion.\n\nD. Include information sufficient to demonstrate that the financial condition of\nthe converted company will not be diminished by the plan of MHC conversion.\n\nE. Include a description of any current proposal to issue shares of the\nconverted company or an intermediate holding company to the public or to other\npersons or entities who are not direct or indirect subsidiaries of the mutual\nholding company.\n\nF. Include the identity of each of the proposed directors and officers of the\nmutual holding company and each intermediate holding company, if any, together\nwith such biographical information the Commission may require.\n\nG. Include such other information as the Commission considers appropriate for\ninclusion in the plan of MHC conversion.\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}}