{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-4231.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-4231.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-4231.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-4231.html"}],"law_id":73870,"edition_id":1,"section_id":73870,"structure_id":15019,"section_number":"38.2-4231","catch_line":"Registration of nonstock corporations that are members of holding company system","history":"1989, c. 606; 1992, c. 588.","full_text":"A\n\nEach nonstock corporation licensed under this chapter that is a member of a holding company system shall register with the Commission. Any nonstock corporation subject to registration under this section shall register within fifteen days after it becomes subject to registration, unless the Commission extends the time for registration for good cause shown.B\n\n1. This section shall not apply to:\n\t\t\ta. Any foreign nonstock corporation subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to those contained in this section;\n\t\t\tb. Any nonstock corporation licensed under this chapter, information, or transaction if and to the extent that the Commission exempts the same from this section; or\n\t\t\tc. Any transaction involving less than one-sixth of one percent of admitted assets or one percent of surplus as of the immediately preceding December 31, whichever is less.2\n\nAny nonstock corporation licensed under this chapter that is a member of a holding company system but not subject to registration under this section may be required by the Commission to furnish a copy of the registration statement, or other information filed by the nonstock corporation, with the regulatory authority of its domiciliary jurisdiction.C\n\nEach nonstock corporation subject to registration under this section shall file a registration statement on a form provided by the Commission. Such statement shall contain current information on:1\n\nThe capital structure, general financial condition, ownership, and management of the nonstock corporation and any person controlling the nonstock corporation;2\n\nThe identity of every member of the insurance holding company system;3\n\nThe following agreements in force, continuing relationships and transactions currently outstanding between the nonstock corporation and its affiliates:\n\t\t\t\ta. Loans or extensions of credit, other investments, or purchases, sales or exchanges of securities of the affiliates by the nonstock corporation or of the nonstock corporation by its affiliates;\n\t\t\t\tb. Purchases, sales, renting or leasing arrangements, or exchanges of assets;\n\t\t\t\tc. Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the nonstock corporation&#8217;s assets to liability;\n\t\t\t\td. All management and service contracts and all cost-sharing arrangements;\n\t\t\t\te. Reinsurance agreements or other risk-sharing arrangements;\n\t\t\t\tf. Transactions not in the ordinary course of business; and4\n\nOther matters relating to transactions between a registered nonstock corporation and any affiliates which may be included from time to time in any registration forms adopted or approved by the Commission.D\n\nEach registered nonstock corporation shall report all additional transactions with affiliates and any changes in previously reported transactions with affiliates on amendment forms provided by the Commission. Each nonstock corporation shall make its report within fifteen days after the end of the month in which it learns of each additional transaction or change in a transaction. Each registered nonstock corporation shall also keep current the information required by subsection C of this section by filing an amendment to its registration statement within 120 days after the end of each fiscal year of the ultimate controlling person of the holding company system.E\n\nThe Commission shall terminate the registration of any nonstock corporation that demonstrates it no longer is a member of a holding company system.F\n\nThe Commission may require or allow two or more affiliated nonstock corporations subject to registration under this section to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statements.G\n\nThe Commission may allow a nonstock corporation which is licensed under this chapter and which is part of a holding company system, to register on behalf of any affiliated nonstock corporation required to register under subsection A of this section and to file all information and material required to be filed under this section.H\n\nAny person may file with the Commission a disclaimer of affiliation with any licensed nonstock corporation. The disclaimer shall fully disclose all relationships and bases for affiliation between the person and the nonstock corporation as well as the basis for disclaiming the affiliation. After a disclaimer has been filed, the nonstock corporation shall be relieved of any registration or reporting requirements under this section that may arise out of the nonstock corporation&#8217;s relationship with the person unless and until the Commission disallows the disclaimer. The Commission shall disallow the disclaimer only after giving all interested parties notice and opportunity to be heard. Any disallowance shall be supported by specific findings of fact.","order_by":null,"text":{"0":{"id":265646,"text":"Each nonstock corporation licensed under this chapter that is a member of a holding company system shall register with the Commission. Any nonstock corporation subject to registration under this section shall register within fifteen days after it becomes subject to registration, unless the Commission extends the time for registration for good cause shown.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":265647,"text":"1. This section shall not apply to:\n\t\t\ta. Any foreign nonstock corporation subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to those contained in this section;\n\t\t\tb. Any nonstock corporation licensed under this chapter, information, or transaction if and to the extent that the Commission exempts the same from this section; or\n\t\t\tc. Any transaction involving less than one-sixth of one percent of admitted assets or one percent of surplus as of the immediately preceding December 31, whichever is less.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B2"},"2":{"id":265648,"text":"Any nonstock corporation licensed under this chapter that is a member of a holding company system but not subject to registration under this section may be required by the Commission to furnish a copy of the registration statement, or other information filed by the nonstock corporation, with the regulatory authority of its domiciliary jurisdiction.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B","next_prefix":"C"},"3":{"id":265649,"text":"Each nonstock corporation subject to registration under this section shall file a registration statement on a form provided by the Commission. Such statement shall contain current information on:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"4":{"id":265650,"text":"The capital structure, general financial condition, ownership, and management of the nonstock corporation and any person controlling the nonstock corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"5":{"id":265651,"text":"The identity of every member of the insurance holding company system;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"6":{"id":265652,"text":"The following agreements in force, continuing relationships and transactions currently outstanding between the nonstock corporation and its affiliates:\n\t\t\t\ta. Loans or extensions of credit, other investments, or purchases, sales or exchanges of securities of the affiliates by the nonstock corporation or of the nonstock corporation by its affiliates;\n\t\t\t\tb. Purchases, sales, renting or leasing arrangements, or exchanges of assets;\n\t\t\t\tc. Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the nonstock corporation&#8217;s assets to liability;\n\t\t\t\td. All management and service contracts and all cost-sharing arrangements;\n\t\t\t\te. Reinsurance agreements or other risk-sharing arrangements;\n\t\t\t\tf. Transactions not in the ordinary course of business; and","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"7":{"id":265653,"text":"Other matters relating to transactions between a registered nonstock corporation and any affiliates which may be included from time to time in any registration forms adopted or approved by the Commission.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"8":{"id":265654,"text":"Each registered nonstock corporation shall report all additional transactions with affiliates and any changes in previously reported transactions with affiliates on amendment forms provided by the Commission. Each nonstock corporation shall make its report within fifteen days after the end of the month in which it learns of each additional transaction or change in a transaction. Each registered nonstock corporation shall also keep current the information required by subsection C of this section by filing an amendment to its registration statement within 120 days after the end of each fiscal year of the ultimate controlling person of the holding company system.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"9":{"id":265655,"text":"The Commission shall terminate the registration of any nonstock corporation that demonstrates it no longer is a member of a holding company system.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"10":{"id":265656,"text":"The Commission may require or allow two or more affiliated nonstock corporations subject to registration under this section to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statements.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"11":{"id":265657,"text":"The Commission may allow a nonstock corporation which is licensed under this chapter and which is part of a holding company system, to register on behalf of any affiliated nonstock corporation required to register under subsection A of this section and to file all information and material required to be filed under this section.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"12":{"id":265658,"text":"Any person may file with the Commission a disclaimer of affiliation with any licensed nonstock corporation. The disclaimer shall fully disclose all relationships and bases for affiliation between the person and the nonstock corporation as well as the basis for disclaiming the affiliation. After a disclaimer has been filed, the nonstock corporation shall be relieved of any registration or reporting requirements under this section that may arise out of the nonstock corporation&#8217;s relationship with the person unless and until the Commission disallows the disclaimer. The Commission shall disallow the disclaimer only after giving all interested parties notice and opportunity to be heard. Any disallowance shall be supported by specific findings of fact.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"ancestry":[{"id":15019,"edition_id":1,"name":"Holding Companies","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12967,"metadata":{},"date_created":"2026-06-26 03:51:33","date_modified":"2026-06-26 03:51:33","permalink":{"id":216809,"object_type":"structure","relational_id":15019,"identifier":"2","token":"38.2\/42\/2","url":"\/38.2\/42\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12967,"edition_id":1,"name":"Health Services Plans","identifier":"42","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:44:05","date_modified":"2026-06-26 03:44:05","permalink":{"id":216657,"object_type":"structure","relational_id":12967,"identifier":"42","token":"38.2\/42","url":"\/38.2\/42\/","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":57275,"structure_id":15019,"section_number":"38.2-4230","catch_line":"Definitions","url":"\/38.2-4230\/","token":"38.2\/42\/2\/38.2-4230","metadata":false},{"id":73870,"structure_id":15019,"section_number":"38.2-4231","catch_line":"Registration of nonstock corporations that are members of holding company system","url":"\/38.2-4231\/","token":"38.2\/42\/2\/38.2-4231","metadata":false},{"id":72616,"structure_id":15019,"section_number":"38.2-4232","catch_line":"Standards for transactions with affiliates; adequacy of surplus; dividends and other distributions","url":"\/38.2-4232\/","token":"38.2\/42\/2\/38.2-4232","metadata":false},{"id":76421,"structure_id":15019,"section_number":"38.2-4233","catch_line":"Commission approval required for certain transactions","url":"\/38.2-4233\/","token":"38.2\/42\/2\/38.2-4233","metadata":false},{"id":72404,"structure_id":15019,"section_number":"38.2-4234","catch_line":"Examinations","url":"\/38.2-4234\/","token":"38.2\/42\/2\/38.2-4234","metadata":false},{"id":73864,"structure_id":15019,"section_number":"38.2-4235","catch_line":"Confidential treatment of information and documents","url":"\/38.2-4235\/","token":"38.2\/42\/2\/38.2-4235","metadata":false}],"previous_section":{"id":57275,"structure_id":15019,"section_number":"38.2-4230","catch_line":"Definitions","url":"\/38.2-4230\/","token":"38.2\/42\/2\/38.2-4230","metadata":false},"next_section":{"id":72616,"structure_id":15019,"section_number":"38.2-4232","catch_line":"Standards for transactions with affiliates; adequacy of surplus; dividends and other distributions","url":"\/38.2-4232\/","token":"38.2\/42\/2\/38.2-4232","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-4231\/","history_text":"<p>This law was first created in 1989. The record of its establishment is cataloged in chapter 606 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 1989 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. 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. That modification is as follows: in 1992, chapter 588.<\/p>","references":[{"id":57275,"section_number":"38.2-4230","catch_line":"Definitions","order_by":null,"url":"\/38.2-4230\/"},{"id":76421,"section_number":"38.2-4233","catch_line":"Commission approval required for certain transactions","order_by":null,"url":"\/38.2-4233\/"},{"id":72404,"section_number":"38.2-4234","catch_line":"Examinations","order_by":null,"url":"\/38.2-4234\/"},{"id":73864,"section_number":"38.2-4235","catch_line":"Confidential treatment of information and documents","order_by":null,"url":"\/38.2-4235\/"}],"refers_to":false,"permalink":{"id":216815,"object_type":"law","relational_id":73870,"identifier":"38.2-4231","token":"38.2\/42\/2\/38.2-4231","url":"\/38.2-4231\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-4231\/","token":"38.2\/42\/2\/38.2-4231","dublin_core":{"Title":"Registration of nonstock corporations that are members of holding company system","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-4231","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> Each <span class=\"dictionary\">nonstock corporation<\/span> licensed under this chapter that is a member of a <span class=\"dictionary\">holding company system<\/span> shall register with the <span class=\"dictionary\">Commission<\/span>. Any <span class=\"dictionary\">nonstock corporation<\/span> subject to registration under this section shall register within fifteen days after it becomes subject to registration, unless the <span class=\"dictionary\">Commission<\/span> extends the time for registration for good cause shown. <a id=\"paragraph-265646\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> 1. This section shall not apply to:\n\t\t\ta. Any foreign <span class=\"dictionary\">nonstock corporation<\/span> subject to disclosure requirements and standards adopted by <span class=\"dictionary\">statute<\/span> or regulation in the <span class=\"dictionary\">jurisdiction<\/span> of its domicile that are substantially similar to those contained in this section;\n\t\t\tb. Any <span class=\"dictionary\">nonstock corporation<\/span> licensed under this chapter, information, or <span class=\"dictionary\">transaction<\/span> if and to the extent that the <span class=\"dictionary\">Commission<\/span> exempts the same from this section; or\n\t\t\tc. Any <span class=\"dictionary\">transaction<\/span> involving less than one-sixth of one percent of admitted <span class=\"dictionary\">assets<\/span> or one percent of <span class=\"dictionary\">surplus<\/span> as of the immediately preceding December 31, whichever is less. <a id=\"paragraph-265647\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Any <span class=\"dictionary\">nonstock corporation<\/span> licensed under this chapter that is a member of a <span class=\"dictionary\">holding company system<\/span> but not subject to registration under this section may be required by the <span class=\"dictionary\">Commission<\/span> to furnish a copy of the registration statement, or other information filed by the <span class=\"dictionary\">nonstock corporation<\/span>, with the regulatory authority of its domiciliary <span class=\"dictionary\">jurisdiction<\/span>. <a id=\"paragraph-265648\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#B2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> Each <span class=\"dictionary\">nonstock corporation<\/span> subject to registration under this section shall file a registration statement on a form provided by the <span class=\"dictionary\">Commission<\/span>. Such statement shall contain current information on: <a id=\"paragraph-265649\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The capital structure, general financial condition, ownership, and management of the <span class=\"dictionary\">nonstock corporation<\/span> and any <span class=\"dictionary\">person<\/span> controlling the <span class=\"dictionary\">nonstock corporation<\/span>; <a id=\"paragraph-265650\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#C1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> The identity of every member of the <span class=\"dictionary\">insurance<\/span> <span class=\"dictionary\">holding company system<\/span>; <a id=\"paragraph-265651\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#C2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The following agreements in force, continuing relationships and <span class=\"dictionary\">transactions<\/span> currently outstanding between the <span class=\"dictionary\">nonstock corporation<\/span> and its <span class=\"dictionary\">affiliates<\/span>:\n\t\t\t\ta. Loans or extensions of credit, other investments, or purchases, sales or exchanges of securities of the <span class=\"dictionary\">affiliates<\/span> by the <span class=\"dictionary\">nonstock corporation<\/span> or of the <span class=\"dictionary\">nonstock corporation<\/span> by its <span class=\"dictionary\">affiliates<\/span>;\n\t\t\t\tb. Purchases, sales, renting or leasing arrangements, or exchanges of <span class=\"dictionary\">assets<\/span>;\n\t\t\t\tc. Guarantees or undertakings for the benefit of an <span class=\"dictionary\">affiliate<\/span> that result in an actual contingent exposure of the <span class=\"dictionary\">nonstock corporation<\/span>&#8217;s <span class=\"dictionary\">assets<\/span> to liability;\n\t\t\t\td. All management and service <span class=\"dictionary\">contracts<\/span> and all cost-sharing arrangements;\n\t\t\t\te. Reinsurance agreements or other risk-sharing arrangements;\n\t\t\t\tf. <span class=\"dictionary\">Transactions<\/span> not in the ordinary course of business; and <a id=\"paragraph-265652\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#C3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> Other matters relating to <span class=\"dictionary\">transactions<\/span> between a registered <span class=\"dictionary\">nonstock corporation<\/span> and any <span class=\"dictionary\">affiliates<\/span> which may be included from time to time in any registration forms adopted or approved by the <span class=\"dictionary\">Commission<\/span>. <a id=\"paragraph-265653\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#C4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> Each registered <span class=\"dictionary\">nonstock corporation<\/span> shall report all additional <span class=\"dictionary\">transactions<\/span> with <span class=\"dictionary\">affiliates<\/span> and any changes in previously reported <span class=\"dictionary\">transactions<\/span> with <span class=\"dictionary\">affiliates<\/span> on amendment forms provided by the <span class=\"dictionary\">Commission<\/span>. Each <span class=\"dictionary\">nonstock corporation<\/span> shall make its report within fifteen days after the end of the month in which it learns of each additional <span class=\"dictionary\">transaction<\/span> or change in a <span class=\"dictionary\">transaction<\/span>. Each registered <span class=\"dictionary\">nonstock corporation<\/span> shall also keep current the information required by subsection C of this section by filing an amendment to its registration statement within 120 days after the end of each fiscal year of the ultimate controlling <span class=\"dictionary\">person<\/span> of the <span class=\"dictionary\">holding company system<\/span>. <a id=\"paragraph-265654\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E\"><p><span class=\"prefix-number\">E.<\/span> The <span class=\"dictionary\">Commission<\/span> shall terminate the registration of any <span class=\"dictionary\">nonstock corporation<\/span> that demonstrates it no longer is a member of a <span class=\"dictionary\">holding company system<\/span>. <a id=\"paragraph-265655\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F\"><p><span class=\"prefix-number\">F.<\/span> The <span class=\"dictionary\">Commission<\/span> may require or allow two or more <span class=\"dictionary\">affiliated<\/span> <span class=\"dictionary\">nonstock corporations<\/span> subject to registration under this section to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statements. <a id=\"paragraph-265656\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#F\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"G\"><p><span class=\"prefix-number\">G.<\/span> The <span class=\"dictionary\">Commission<\/span> may allow a <span class=\"dictionary\">nonstock corporation<\/span> which is licensed under this chapter and which is part of a <span class=\"dictionary\">holding company system<\/span>, to register on behalf of any <span class=\"dictionary\">affiliated<\/span> <span class=\"dictionary\">nonstock corporation<\/span> required to register under subsection A of this section and to file all information and <span class=\"dictionary\">material<\/span> required to be filed under this section. <a id=\"paragraph-265657\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#G\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"H\"><p><span class=\"prefix-number\">H.<\/span> Any <span class=\"dictionary\">person<\/span> may file with the <span class=\"dictionary\">Commission<\/span> a disclaimer of affiliation with any licensed <span class=\"dictionary\">nonstock corporation<\/span>. The disclaimer shall fully disclose all relationships and bases for affiliation between the <span class=\"dictionary\">person<\/span> and the <span class=\"dictionary\">nonstock corporation<\/span> as well as the basis for disclaiming the affiliation. After a disclaimer has been filed, the <span class=\"dictionary\">nonstock corporation<\/span> shall be relieved of any registration or reporting requirements under this section that may arise out of the <span class=\"dictionary\">nonstock corporation<\/span>&#8217;s relationship with the <span class=\"dictionary\">person<\/span> unless and until the <span class=\"dictionary\">Commission<\/span> disallows the disclaimer. The <span class=\"dictionary\">Commission<\/span> shall disallow the disclaimer only after giving all interested parties notice and opportunity to be heard. Any disallowance shall be supported by specific <span class=\"dictionary\">findings<\/span> of <span class=\"dictionary\">fact<\/span>. <a id=\"paragraph-265658\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/38.2-4231\/#H\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nREGISTRATION OF NONSTOCK CORPORATIONS THAT ARE MEMBERS OF HOLDING COMPANY SYSTEM\n(\u00a7 38.2-4231)\n\nA. Each nonstock corporation licensed under this chapter that is a member of a\nholding company system shall register with the Commission. Any nonstock\ncorporation subject to registration under this section shall register within\nfifteen days after it becomes subject to registration, unless the Commission\nextends the time for registration for good cause shown.\n\nB. 1. This section shall not apply to:\n\t\t\ta. Any foreign nonstock corporation subject to disclosure requirements and\nstandards adopted by statute or regulation in the jurisdiction of its domicile\nthat are substantially similar to those contained in this section;\n\t\t\tb. Any nonstock corporation licensed under this chapter, information, or\ntransaction if and to the extent that the Commission exempts the same from this\nsection; or\n\t\t\tc. Any transaction involving less than one-sixth of one percent of admitted\nassets or one percent of surplus as of the immediately preceding December 31,\nwhichever is less.\n\n   2. Any nonstock corporation licensed under this chapter that is a member of a\n   holding company system but not subject to registration under this section may\n   be required by the Commission to furnish a copy of the registration statement,\n   or other information filed by the nonstock corporation, with the regulatory\n   authority of its domiciliary jurisdiction.\n\nC. Each nonstock corporation subject to registration under this section shall\nfile a registration statement on a form provided by the Commission. Such\nstatement shall contain current information on:\n\n   1. The capital structure, general financial condition, ownership, and\n   management of the nonstock corporation and any person controlling the nonstock\n   corporation;\n\n   2. The identity of every member of the insurance holding company system;\n\n   3. The following agreements in force, continuing relationships and\n   transactions currently outstanding between the nonstock corporation and its\n   affiliates:\n   \t\t\t\ta. Loans or extensions of credit, other investments, or purchases, sales\n   or exchanges of securities of the affiliates by the nonstock corporation or of\n   the nonstock corporation by its affiliates;\n   \t\t\t\tb. Purchases, sales, renting or leasing arrangements, or exchanges of\n   assets;\n   \t\t\t\tc. Guarantees or undertakings for the benefit of an affiliate that result\n   in an actual contingent exposure of the nonstock corporation&#8217;s assets to\n   liability;\n   \t\t\t\td. All management and service contracts and all cost-sharing arrangements;\n   \t\t\t\te. Reinsurance agreements or other risk-sharing arrangements;\n   \t\t\t\tf. Transactions not in the ordinary course of business; and\n\n   4. Other matters relating to transactions between a registered nonstock\n   corporation and any affiliates which may be included from time to time in any\n   registration forms adopted or approved by the Commission.\n\nD. Each registered nonstock corporation shall report all additional transactions\nwith affiliates and any changes in previously reported transactions with\naffiliates on amendment forms provided by the Commission. Each nonstock\ncorporation shall make its report within fifteen days after the end of the month\nin which it learns of each additional transaction or change in a transaction.\nEach registered nonstock corporation shall also keep current the information\nrequired by subsection C of this section by filing an amendment to its\nregistration statement within 120 days after the end of each fiscal year of the\nultimate controlling person of the holding company system.\n\nE. The Commission shall terminate the registration of any nonstock corporation\nthat demonstrates it no longer is a member of a holding company system.\n\nF. The Commission may require or allow two or more affiliated nonstock\ncorporations subject to registration under this section to file a consolidated\nregistration statement or consolidated reports amending their consolidated\nregistration statement or their individual registration statements.\n\nG. The Commission may allow a nonstock corporation which is licensed under this\nchapter and which is part of a holding company system, to register on behalf of\nany affiliated nonstock corporation required to register under subsection A of\nthis section and to file all information and material required to be filed under\nthis section.\n\nH. Any person may file with the Commission a disclaimer of affiliation with any\nlicensed nonstock corporation. The disclaimer shall fully disclose all\nrelationships and bases for affiliation between the person and the nonstock\ncorporation as well as the basis for disclaiming the affiliation. After a\ndisclaimer has been filed, the nonstock corporation shall be relieved of any\nregistration or reporting requirements under this section that may arise out of\nthe nonstock corporation&#8217;s relationship with the person unless and until\nthe Commission disallows the disclaimer. The Commission shall disallow the\ndisclaimer only after giving all interested parties notice and opportunity to be\nheard. Any disallowance shall be supported by specific findings of fact.\n\nHISTORY: 1989, c. 606; 1992, c. 588.","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}}