{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1322.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1322.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1322.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1322.html"}],"law_id":66587,"edition_id":1,"section_id":66587,"structure_id":13290,"section_number":"38.2-1322","catch_line":"Definitions","history":"1973, c. 505, \u00a7 38.1-178.1; 1977, c. 414, \u00a7 38.1-178.1:2; 1986, c. 562; 1992, c. 588; 1993, c. 158; 1998, c. 42; 2014, c. 309; 2019, c. 692; 2022, c. 113.","full_text":"As used in this article:\n\t\t“Acquiring person” means any person by whom or on whose behalf acquisition of control of any domestic insurer is to be effected.\n\t\t“Affiliate” of a specific person or a person “affiliated” with a specific person means a person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the person specified.\n\t\t“Control,” including the terms “controlling,” “controlled by” and “under common control with,” means direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, through (i) the ownership of voting securities, (ii) by contract other than a commercial contract for goods or nonmanagement services, or (iii) otherwise, unless the power is the result of an official position with or corporate office held by the person. Control shall be presumed to exist if any person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing collectively 10 percent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by subsection K of \u00a7 38.2-1329 that control does not exist. After giving all interested persons notice and opportunity to be heard and making specific findings to support its determination, the Commission may determine that control exists, notwithstanding the absence of a presumption to that effect.\n\t\t“Enterprise risk” means any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer’s risk-based capital to fall into company action level as set forth in \u00a7 38.2-5503 or would cause the insurer to be in hazardous financial condition pursuant to 14VAC5-290-30 and 14VAC5-290-40 of the Virginia Administrative Code.\n\t\t“Group-wide supervisor” means the regulatory official authorized to engage in conducting and coordinating group-wide supervision activities who is determined or acknowledged by the Commission under \u00a7 38.2-1332.2 to have sufficient significant contacts with the internationally active insurance group.\n\t\t“Insurance holding company system” means two or more affiliated persons, one or more of which is an insurer.\n\t\t“Insurer” means an insurance company as defined in \u00a7 38.2-100.\n\t\t“Internationally active insurance group” means an insurance holding company system that includes an insurer registered under \u00a7 38.2-1329 and that meets the following criteria: (i) premiums written in at least three countries; (ii) the percentage of gross premiums written outside the United States is at least 10 percent of the insurance holding company system’s total gross written premiums; and (iii) based on a three year rolling average, (a) the total assets of the insurance holding company system are at least $50 billion or (b) the total gross written premiums of the insurance holding company system are at least $10 billion.\n\t\t“Lead state commissioner” means the insurance commissioner, director, or superintendent of the lead state of the insurance holding company system as determined by the Financial Analysis Handbook adopted by the NAIC.\n\t\t“Material transaction” means (i) any sale, purchase, exchange, loan or extension of credit, or investment; (ii) any dividend or distribution; (iii) any reinsurance treaty or risk-sharing arrangement; (iv) any management contract, service contract or cost-sharing arrangement; (v) any merger with or acquisition of control of any corporation; or (vi) any other transaction or agreement that the Commission by order, rule or regulation determines to be material. Any series of transactions occurring within a 12-month period that are sufficiently similar in nature as to be reasonably construed as a single transaction and that in the aggregate exceed any minimum limits shall be deemed a material transaction.\n\t\t“NAIC” means the National Association of Insurance Commissioners.\n\t\t“NAIC Group Capital Calculation Instructions” means the group capital calculation instructions as adopted by the NAIC and as amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“NAIC Liquidity Stress Test Framework” or “Framework” means an NAIC publication that includes a history of the NAIC’s development of regulatory liquidity stress testing, the scope criteria applicable for a specific data year, and the liquidity stress test instructions and reporting templates for a specific data year, as adopted by the NAIC and amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“Scope criteria” means the designated exposure bases along with minimum magnitudes thereof for the specified data year, used to establish a preliminary list of insurers considered scoped into the NAIC Liquidity Stress Test Framework for that data year.\n\t\t“SEC” means the U.S. Securities and Exchange Commission.\n\t\t“Subsidiary” of a specified person means an affiliate directly or indirectly controlled by that person through one or more intermediaries.\n\t\t“Ultimate controlling person” means the person that is not controlled by any other person.\n\t\t“Voting security” means any security that enables the owner to vote for the election of directors. “Voting security” includes any security convertible into or evidencing a right to acquire a voting security.","order_by":null,"text":{"0":{"id":241597,"text":"As used in this article:\n\t\t“Acquiring person” means any person by whom or on whose behalf acquisition of control of any domestic insurer is to be effected.\n\t\t“Affiliate” of a specific person or a person “affiliated” with a specific person means a person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the person specified.\n\t\t“Control,” including the terms “controlling,” “controlled by” and “under common control with,” means direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, through (i) the ownership of voting securities, (ii) by contract other than a commercial contract for goods or nonmanagement services, or (iii) otherwise, unless the power is the result of an official position with or corporate office held by the person. Control shall be presumed to exist if any person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing collectively 10 percent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by subsection K of \u00a7 38.2-1329 that control does not exist. After giving all interested persons notice and opportunity to be heard and making specific findings to support its determination, the Commission may determine that control exists, notwithstanding the absence of a presumption to that effect.\n\t\t“Enterprise risk” means any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer’s risk-based capital to fall into company action level as set forth in \u00a7 38.2-5503 or would cause the insurer to be in hazardous financial condition pursuant to 14VAC5-290-30 and 14VAC5-290-40 of the Virginia Administrative Code.\n\t\t“Group-wide supervisor” means the regulatory official authorized to engage in conducting and coordinating group-wide supervision activities who is determined or acknowledged by the Commission under \u00a7 38.2-1332.2 to have sufficient significant contacts with the internationally active insurance group.\n\t\t“Insurance holding company system” means two or more affiliated persons, one or more of which is an insurer.\n\t\t“Insurer” means an insurance company as defined in \u00a7 38.2-100.\n\t\t“Internationally active insurance group” means an insurance holding company system that includes an insurer registered under \u00a7 38.2-1329 and that meets the following criteria: (i) premiums written in at least three countries; (ii) the percentage of gross premiums written outside the United States is at least 10 percent of the insurance holding company system’s total gross written premiums; and (iii) based on a three year rolling average, (a) the total assets of the insurance holding company system are at least $50 billion or (b) the total gross written premiums of the insurance holding company system are at least $10 billion.\n\t\t“Lead state commissioner” means the insurance commissioner, director, or superintendent of the lead state of the insurance holding company system as determined by the Financial Analysis Handbook adopted by the NAIC.\n\t\t“Material transaction” means (i) any sale, purchase, exchange, loan or extension of credit, or investment; (ii) any dividend or distribution; (iii) any reinsurance treaty or risk-sharing arrangement; (iv) any management contract, service contract or cost-sharing arrangement; (v) any merger with or acquisition of control of any corporation; or (vi) any other transaction or agreement that the Commission by order, rule or regulation determines to be material. Any series of transactions occurring within a 12-month period that are sufficiently similar in nature as to be reasonably construed as a single transaction and that in the aggregate exceed any minimum limits shall be deemed a material transaction.\n\t\t“NAIC” means the National Association of Insurance Commissioners.\n\t\t“NAIC Group Capital Calculation Instructions” means the group capital calculation instructions as adopted by the NAIC and as amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“NAIC Liquidity Stress Test Framework” or “Framework” means an NAIC publication that includes a history of the NAIC’s development of regulatory liquidity stress testing, the scope criteria applicable for a specific data year, and the liquidity stress test instructions and reporting templates for a specific data year, as adopted by the NAIC and amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“Scope criteria” means the designated exposure bases along with minimum magnitudes thereof for the specified data year, used to establish a preliminary list of insurers considered scoped into the NAIC Liquidity Stress Test Framework for that data year.\n\t\t“SEC” means the U.S. Securities and Exchange Commission.\n\t\t“Subsidiary” of a specified person means an affiliate directly or indirectly controlled by that person through one or more intermediaries.\n\t\t“Ultimate controlling person” means the person that is not controlled by any other person.\n\t\t“Voting security” means any security that enables the owner to vote for the election of directors. “Voting security” includes any security convertible into or evidencing a right to acquire a voting security.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":13290,"edition_id":1,"name":"Insurance Holding Companies","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":13289,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211609,"object_type":"structure","relational_id":13290,"identifier":"5","token":"38.2\/13\/5","url":"\/38.2\/13\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13289,"edition_id":1,"name":"Reports, Reserves and Examinations, Insurance Holding Companies, Reinsurance Intermediaries, and Managing General Agents","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211347,"object_type":"structure","relational_id":13289,"identifier":"13","token":"38.2\/13","url":"\/38.2\/13\/","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":66587,"structure_id":13290,"section_number":"38.2-1322","catch_line":"Definitions","url":"\/38.2-1322\/","token":"38.2\/13\/5\/38.2-1322","metadata":false},{"id":84939,"structure_id":13290,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","url":"\/38.2-1323\/","token":"38.2\/13\/5\/38.2-1323","metadata":false},{"id":72444,"structure_id":13290,"section_number":"38.2-1324","catch_line":"Contents of application","url":"\/38.2-1324\/","token":"38.2\/13\/5\/38.2-1324","metadata":false},{"id":77095,"structure_id":13290,"section_number":"38.2-1325","catch_line":"Alternate filing materials","url":"\/38.2-1325\/","token":"38.2\/13\/5\/38.2-1325","metadata":false},{"id":54281,"structure_id":13290,"section_number":"38.2-1326","catch_line":"Approval by Commission","url":"\/38.2-1326\/","token":"38.2\/13\/5\/38.2-1326","metadata":false},{"id":82872,"structure_id":13290,"section_number":"38.2-1327","catch_line":"Time for hearing; order of Commission","url":"\/38.2-1327\/","token":"38.2\/13\/5\/38.2-1327","metadata":false},{"id":65563,"structure_id":13290,"section_number":"38.2-1328","catch_line":"Exemption","url":"\/38.2-1328\/","token":"38.2\/13\/5\/38.2-1328","metadata":false},{"id":71281,"structure_id":13290,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","url":"\/38.2-1329\/","token":"38.2\/13\/5\/38.2-1329","metadata":false},{"id":77796,"structure_id":13290,"section_number":"38.2-1330","catch_line":"Standards for transactions within an insurance holding company system; adequacy of surplus","url":"\/38.2-1330\/","token":"38.2\/13\/5\/38.2-1330","metadata":false},{"id":71817,"structure_id":13290,"section_number":"38.2-1330.1","catch_line":"Dividends and other distributions","url":"\/38.2-1330.1\/","token":"38.2\/13\/5\/38.2-1330.1","metadata":false},{"id":70122,"structure_id":13290,"section_number":"38.2-1331","catch_line":"Repealed","url":"\/38.2-1331\/","token":"38.2\/13\/5\/38.2-1331","metadata":false},{"id":84275,"structure_id":13290,"section_number":"38.2-1332","catch_line":"Examinations","url":"\/38.2-1332\/","token":"38.2\/13\/5\/38.2-1332","metadata":false},{"id":57304,"structure_id":13290,"section_number":"38.2-1332.1","catch_line":"Supervisory colleges","url":"\/38.2-1332.1\/","token":"38.2\/13\/5\/38.2-1332.1","metadata":false},{"id":62040,"structure_id":13290,"section_number":"38.2-1332.2","catch_line":"Group-wide supervision of internationally active insurance groups","url":"\/38.2-1332.2\/","token":"38.2\/13\/5\/38.2-1332.2","metadata":false},{"id":68581,"structure_id":13290,"section_number":"38.2-1333","catch_line":"Confidential treatment of information and documents","url":"\/38.2-1333\/","token":"38.2\/13\/5\/38.2-1333","metadata":false},{"id":56656,"structure_id":13290,"section_number":"38.2-1334","catch_line":"Revocation, suspension, or nonrenewal of insurer's license","url":"\/38.2-1334\/","token":"38.2\/13\/5\/38.2-1334","metadata":false},{"id":76185,"structure_id":13290,"section_number":"38.2-1334.1","catch_line":"Voting of securities, injunctions, and sequestration of voting securities","url":"\/38.2-1334.1\/","token":"38.2\/13\/5\/38.2-1334.1","metadata":false},{"id":57406,"structure_id":13290,"section_number":"38.2-1334.2","catch_line":"Recovery","url":"\/38.2-1334.2\/","token":"38.2\/13\/5\/38.2-1334.2","metadata":false},{"id":60684,"structure_id":13290,"section_number":"38.2-1334.2:1","catch_line":"Rules and regulations","url":"\/38.2-1334.2_1\/","token":"38.2\/13\/5\/38.2-1334.2_1","metadata":false},{"id":78719,"structure_id":13290,"section_number":"38.2-1334.2:2","catch_line":"Sanctions","url":"\/38.2-1334.2_2\/","token":"38.2\/13\/5\/38.2-1334.2_2","metadata":false},{"id":56478,"structure_id":13290,"section_number":"38.2-1334.2:3","catch_line":"Statutory construction and relationship to other laws","url":"\/38.2-1334.2_3\/","token":"38.2\/13\/5\/38.2-1334.2_3","metadata":false}],"next_section":{"id":84939,"structure_id":13290,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","url":"\/38.2-1323\/","token":"38.2\/13\/5\/38.2-1323","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1322\/","history_text":"

This law was first created in 1973. The record of its establishment is cataloged in chapter 505 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. Unfortunately, the 1973 \u201cActs\u201d aren\u2019t available online. It has been modified 8 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1977, chapter 414; in 1986, chapter 562; in 1992, chapter 588; in 1993, chapter 158; in 1998, chapter 42<\/a>; in 2014, chapter 309<\/a>; in 2019, chapter 692<\/a>; in 2022, chapter 113<\/a>.<\/p>","references":[{"id":77733,"section_number":"32.1-374","catch_line":"Obligations of nonprofit entity","order_by":null,"url":"\/32.1-374\/"},{"id":66932,"section_number":"38.2-1005.1:7","catch_line":"Regulation and authority of a mutual holding company","order_by":null,"url":"\/38.2-1005.1_7\/"},{"id":85909,"section_number":"38.2-1317","catch_line":"Examinations; when authorized or required","order_by":null,"url":"\/38.2-1317\/"},{"id":65917,"section_number":"38.2-1334.11","catch_line":"Definitions","order_by":null,"url":"\/38.2-1334.11\/"},{"id":66267,"section_number":"38.2-1334.3","catch_line":"Definitions","order_by":null,"url":"\/38.2-1334.3\/"},{"id":85446,"section_number":"38.2-1335","catch_line":"Definitions","order_by":null,"url":"\/38.2-1335\/"},{"id":57950,"section_number":"38.2-1339","catch_line":"Exemptions","order_by":null,"url":"\/38.2-1339\/"},{"id":84358,"section_number":"38.2-1341","catch_line":"Definitions","order_by":null,"url":"\/38.2-1341\/"},{"id":71309,"section_number":"38.2-1342","catch_line":"Applicability","order_by":null,"url":"\/38.2-1342\/"},{"id":58348,"section_number":"38.2-1347","catch_line":"Definitions","order_by":null,"url":"\/38.2-1347\/"},{"id":65484,"section_number":"38.2-1351","catch_line":"Duties of insurers utilizing the services of a reinsurance intermediary broker","order_by":null,"url":"\/38.2-1351\/"},{"id":82758,"section_number":"38.2-1353","catch_line":"Prohibited acts","order_by":null,"url":"\/38.2-1353\/"},{"id":58188,"section_number":"38.2-1354","catch_line":"Duties of reinsurers utilizing the services of a reinsurance intermediary manager","order_by":null,"url":"\/38.2-1354\/"},{"id":82605,"section_number":"38.2-1358","catch_line":"Definitions","order_by":null,"url":"\/38.2-1358\/"},{"id":57894,"section_number":"38.2-1361","catch_line":"Duties of insurers utilizing managing general agents","order_by":null,"url":"\/38.2-1361\/"},{"id":77322,"section_number":"38.2-1912","catch_line":"Delayed effect of rates; certification of reinsurance with affiliated company","order_by":null,"url":"\/38.2-1912\/"},{"id":68442,"section_number":"38.2-3407.12","catch_line":"Patient optional point-of-service benefit","order_by":null,"url":"\/38.2-3407.12\/"},{"id":57164,"section_number":"38.2-4220","catch_line":"Interplan arrangements","order_by":null,"url":"\/38.2-4220\/"},{"id":67952,"section_number":"38.2-4319","catch_line":"Statutory construction and relationship to other laws","order_by":null,"url":"\/38.2-4319\/"},{"id":62548,"section_number":"38.2-4509","catch_line":"Application of certain laws","order_by":null,"url":"\/38.2-4509\/"}],"refers_to":[{"id":59918,"section_number":"38.2-100","catch_line":"Definitions","order_by":null,"url":"\/38.2-100\/"},{"id":71281,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","order_by":null,"url":"\/38.2-1329\/"},{"id":62040,"section_number":"38.2-1332.2","catch_line":"Group-wide supervision of internationally active insurance groups","order_by":null,"url":"\/38.2-1332.2\/"},{"id":72298,"section_number":"38.2-5503","catch_line":"Company Action Level Event","order_by":null,"url":"\/38.2-5503\/"}],"permalink":{"id":211611,"object_type":"law","relational_id":66587,"identifier":"38.2-1322","token":"38.2\/13\/5\/38.2-1322","url":"\/38.2-1322\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1322\/","token":"38.2\/13\/5\/38.2-1322","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1322","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:\n\t\t“Acquiring person<\/span>” means any person by whom or on whose behalf acquisition of control of any domestic insurer<\/span> is to be effected.\n\t\t“Affiliate<\/span>” of a specific person or a person “affiliated<\/span>” with a specific person means a person that directly or indirectly through one or more intermediaries, controls, is controlled by<\/span> or is under common control with the person specified.\n\t\t“Control,” including the terms “controlling,” “controlled by<\/span>” and “under common control with,” means direct or indirect possession<\/span> of the power to direct or cause the direction of the management and policies of a person, through (i) the ownership of voting securities, (ii) by contract<\/span> other than a commercial contract<\/span> for goods or nonmanagement services, or (iii) otherwise, unless the power is the result of an official position with or corporate office held by the person. Control shall be presumed to exist if any person directly or indirectly owns, controls, holds with the power to vote, or holds proxies representing collectively 10 percent or more of the voting securities of any other person. This presumption<\/span> may be rebutted by a showing made in the manner provided by subsection K of \u00a7 38.2-1329<\/a> that control does not exist. After giving all interested persons<\/span> notice and opportunity to be heard and making specific findings<\/span> to support its determination, the Commission<\/span> may determine that control exists, notwithstanding the absence of a presumption<\/span> to that effect.\n\t\t“Enterprise risk<\/span>” means any activity, circumstance, event, or series of events involving one or more affiliates<\/span> of an insurer<\/span> that, if not remedied promptly, is likely to have a material adverse effect upon the financial condition or liquidity of the insurer<\/span> or its insurance holding company system<\/span> as a whole, including, but not limited to, anything that would cause the insurer<\/span>’s risk-based capital to fall into company action level as set forth in \u00a7 38.2-5503<\/a> or would cause the insurer<\/span> to be in hazardous financial condition pursuant to 14VAC5-290-30 and 14VAC5-290-40 of the Virginia Administrative Code.\n\t\t“Group-wide supervisor<\/span>” means the regulatory official authorized to engage in conducting and coordinating group-wide supervision activities who is determined or acknowledged by the Commission<\/span> under \u00a7 38.2-1332.2<\/a> to have sufficient significant contacts with the internationally active insurance group<\/span>.\n\t\t“Insurance holding company system<\/span>” means two or more affiliated<\/span> persons<\/span>, one or more of which is an insurer<\/span>.\n\t\t“Insurer<\/span>” means an insurance company<\/span> as defined in \u00a7 38.2-100<\/a>.\n\t\t“Internationally active insurance group<\/span>” means an insurance holding company system<\/span> that includes an insurer<\/span> registered under \u00a7 38.2-1329<\/a> and that meets the following criteria: (i) premiums written in at least three countries; (ii) the percentage of gross premiums written outside the United States<\/span> is at least 10 percent of the insurance holding company system<\/span>’s total gross written premiums; and (iii) based on a three year rolling average, (a) the total assets<\/span> of the insurance holding company system<\/span> are at least $50 billion or (b) the total gross written premiums of the insurance holding company system<\/span> are at least $10 billion.\n\t\t“Lead state commissioner<\/span>” means the insurance commissioner, director, or superintendent of the lead state of the insurance holding company system<\/span> as determined by the Financial Analysis Handbook adopted by the NAIC.\n\t\t“Material transaction<\/span>” means (i) any sale, purchase, exchange, loan or extension of credit, or investment; (ii) any dividend or distribution; (iii) any reinsurance treaty or risk-sharing arrangement; (iv) any management contract<\/span>, service contract<\/span> or cost-sharing arrangement; (v) any merger with or acquisition of control of any corporation; or (vi) any other transaction or agreement that the Commission<\/span> by order<\/span>, rule or regulation determines to be material. Any series of transactions occurring within a 12-month period that are sufficiently similar in nature as to be reasonably construed as a single transaction and that in the aggregate exceed any minimum limits shall be deemed a material transaction<\/span>.\n\t\t“NAIC” means the National Association of Insurance Commissioners<\/span>.\n\t\t“NAIC Group Capital Calculation Instructions<\/span>” means the group capital calculation instructions as adopted by the NAIC and as amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“NAIC Liquidity Stress Test Framework<\/span>” or “Framework” means an NAIC publication that includes a history of the NAIC’s development of regulatory liquidity stress testing, the scope criteria<\/span> applicable for a specific data year, and the liquidity stress test instructions and reporting templates for a specific data year, as adopted by the NAIC and amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“Scope criteria<\/span>” means the designated exposure bases along with minimum magnitudes thereof for the specified data year, used to establish a preliminary list of insurers<\/span> considered scoped into the NAIC Liquidity Stress Test Framework<\/span> for that data year.\n\t\t“SEC<\/span>” means the U.S. Securities and Exchange Commission<\/span>.\n\t\t“Subsidiary<\/span>” of a specified person means an affiliate<\/span> directly or indirectly controlled by<\/span> that person through one or more intermediaries.\n\t\t“Ultimate controlling person<\/span>” means the person that is not controlled by<\/span> any other person.\n\t\t“Voting security<\/span>” means any security that enables the owner to vote for the election of directors. “Voting security<\/span>” includes any security convertible into or evidencing a right to acquire a voting security<\/span>.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 38.2-1322)\n\nAs used in this article:\n\t\t“Acquiring person” means any person by whom or on whose behalf\nacquisition of control of any domestic insurer is to be effected.\n\t\t“Affiliate” of a specific person or a person\n“affiliated” with a specific person means a person that directly or\nindirectly through one or more intermediaries, controls, is controlled by or is\nunder common control with the person specified.\n\t\t“Control,” including the terms “controlling,”\n“controlled by” and “under common control with,” means\ndirect or indirect possession of the power to direct or cause the direction of\nthe management and policies of a person, through (i) the ownership of voting\nsecurities, (ii) by contract other than a commercial contract for goods or\nnonmanagement services, or (iii) otherwise, unless the power is the result of an\nofficial position with or corporate office held by the person. Control shall be\npresumed to exist if any person directly or indirectly owns, controls, holds\nwith the power to vote, or holds proxies representing collectively 10 percent or\nmore of the voting securities of any other person. This presumption may be\nrebutted by a showing made in the manner provided by subsection K of \u00a7\n38.2-1329 that control does not exist. After giving all interested persons\nnotice and opportunity to be heard and making specific findings to support its\ndetermination, the Commission may determine that control exists, notwithstanding\nthe absence of a presumption to that effect.\n\t\t“Enterprise risk” means any activity, circumstance, event, or\nseries of events involving one or more affiliates of an insurer that, if not\nremedied promptly, is likely to have a material adverse effect upon the\nfinancial condition or liquidity of the insurer or its insurance holding company\nsystem as a whole, including, but not limited to, anything that would cause the\ninsurer’s risk-based capital to fall into company action level as set\nforth in \u00a7 38.2-5503 or would cause the insurer to be in hazardous financial\ncondition pursuant to 14VAC5-290-30 and 14VAC5-290-40 of the Virginia\nAdministrative Code.\n\t\t“Group-wide supervisor” means the regulatory official authorized\nto engage in conducting and coordinating group-wide supervision activities who\nis determined or acknowledged by the Commission under \u00a7 38.2-1332.2 to have\nsufficient significant contacts with the internationally active insurance group.\n\t\t“Insurance holding company system” means two or more affiliated\npersons, one or more of which is an insurer.\n\t\t“Insurer” means an insurance company as defined in \u00a7 38.2-100.\n\t\t“Internationally active insurance group” means an insurance\nholding company system that includes an insurer registered under \u00a7 38.2-1329\nand that meets the following criteria: (i) premiums written in at least three\ncountries; (ii) the percentage of gross premiums written outside the United\nStates is at least 10 percent of the insurance holding company system’s\ntotal gross written premiums; and (iii) based on a three year rolling average,\n(a) the total assets of the insurance holding company system are at least $50\nbillion or (b) the total gross written premiums of the insurance holding company\nsystem are at least $10 billion.\n\t\t“Lead state commissioner” means the insurance commissioner,\ndirector, or superintendent of the lead state of the insurance holding company\nsystem as determined by the Financial Analysis Handbook adopted by the NAIC.\n\t\t“Material transaction” means (i) any sale, purchase, exchange,\nloan or extension of credit, or investment; (ii) any dividend or distribution;\n(iii) any reinsurance treaty or risk-sharing arrangement; (iv) any management\ncontract, service contract or cost-sharing arrangement; (v) any merger with or\nacquisition of control of any corporation; or (vi) any other transaction or\nagreement that the Commission by order, rule or regulation determines to be\nmaterial. Any series of transactions occurring within a 12-month period that are\nsufficiently similar in nature as to be reasonably construed as a single\ntransaction and that in the aggregate exceed any minimum limits shall be deemed\na material transaction.\n\t\t“NAIC” means the National Association of Insurance Commissioners.\n\t\t“NAIC Group Capital Calculation Instructions” means the group\ncapital calculation instructions as adopted by the NAIC and as amended by the\nNAIC from time to time in accordance with the procedures adopted by the NAIC.\n\t\t“NAIC Liquidity Stress Test Framework” or “Framework”\nmeans an NAIC publication that includes a history of the NAIC’s\ndevelopment of regulatory liquidity stress testing, the scope criteria\napplicable for a specific data year, and the liquidity stress test instructions\nand reporting templates for a specific data year, as adopted by the NAIC and\namended by the NAIC from time to time in accordance with the procedures adopted\nby the NAIC.\n\t\t“Scope criteria” means the designated exposure bases along with\nminimum magnitudes thereof for the specified data year, used to establish a\npreliminary list of insurers considered scoped into the NAIC Liquidity Stress\nTest Framework for that data year.\n\t\t“SEC” means the U.S. Securities and Exchange Commission.\n\t\t“Subsidiary” of a specified person means an affiliate directly or\nindirectly controlled by that person through one or more intermediaries.\n\t\t“Ultimate controlling person” means the person that is not\ncontrolled by any other person.\n\t\t“Voting security” means any security that enables the owner to\nvote for the election of directors. “Voting security” includes any\nsecurity convertible into or evidencing a right to acquire a voting security.\n\nHISTORY: 1973, c. 505, \u00a7 38.1-178.1; 1977, c. 414, \u00a7 38.1-178.1:2; 1986, c.\n562; 1992, c. 588; 1993, c. 158; 1998, c. 42; 2014, c. 309; 2019, c. 692; 2022,\nc. 113.","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}}