{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-4233.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-4233.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-4233.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-4233.html"}],"law_id":76421,"edition_id":1,"section_id":76421,"structure_id":15019,"section_number":"38.2-4233","catch_line":"Commission approval required for certain transactions","history":"1989, c. 606; 1993, c. 158.","full_text":"A\n\nPrior written approval of the Commission shall be required for any transaction between a nonstock corporation licensed under this chapter and any of its affiliates, if such transaction involves more than three-fourths of one percent of admitted assets or five percent of surplus as of the immediately preceding December 31, whichever is less. Failure of the Commission to act within sixty days after notification by the nonstock corporation shall constitute approval of the transaction.B\n\nNothing contained in this section shall authorize or permit any transaction that would be otherwise contrary to law.C\n\nThe Commission, in reviewing any transaction under this section, shall consider whether the transaction complies with the standards set forth in § 38.2-4232. The Commission shall set forth the specific reasons for the disapproval of any transaction.D\n\nThe approval of any transaction under this section shall be deemed an amendment under subsection D of § 38.2-4231 to a nonstock corporation’s registration statement without further filing.E\n\nThe Commission shall have continuing oversight over the terms and conditions of all continuing transactions by a nonstock corporation licensed under this chapter with its affiliates. The Commission may prohibit the continuation of any continuing transaction if the Commission finds that, because of changed circumstances or material information unknown to the Commission at the time of the approval of the transaction, the transaction does not comply with the standards set forth in § 38.2-4232.F\n\nExisting transactions entered into between a nonstock corporation and its affiliates prior to July 1, 1989, shall be filed with the Commission for approval no later than September 1, 1989, if such transaction involves more than three-fourths of one percent of admitted assets or five percent of surplus as of the immediately preceding December 31, whichever is less. Failure of the Commission to act within 120 days after such filings shall constitute approval of such transactions. The Commission shall not disapprove any transaction entered into prior to July 1, 1989, if such transaction was lawful when entered into, but if any such transaction is found not to meet the standards of this section, such transaction shall not be renewed or extended except upon terms approved by the Commission.G\n\nAny nonstock corporation aggrieved by a disapproval or withdrawal of approval under this section may proceed under the provisions of § 38.2-222.H\n\nFor the purposes of this section, a “transaction between a nonstock corporation licensed under this chapter and any of its affiliates” includes any transaction between a nonstock corporation licensed under this chapter and a nonaffiliate if such transaction involves (i) any loan or extension of credit where the licensee makes such loan or extension of credit with the agreement or understanding that the proceeds of such transaction, in whole or substantial part, are to be used to make any loan or extension of credit to, to purchase assets of, or to make investments in any affiliate of the licensee or (ii) any reinsurance agreement or risk-sharing arrangement, or modifications thereto, which requires as consideration the transfer of assets from a licensee to a nonaffiliate, if an agreement or understanding exists between the licensee and the nonaffiliate that any portion of such assets will be transferred to one or more affiliates of the licensee.","order_by":null,"text":{"0":{"id":274307,"text":"Prior written approval of the Commission shall be required for any transaction between a nonstock corporation licensed under this chapter and any of its affiliates, if such transaction involves more than three-fourths of one percent of admitted assets or five percent of surplus as of the immediately preceding December 31, whichever is less. Failure of the Commission to act within sixty days after notification by the nonstock corporation shall constitute approval of the transaction.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":274308,"text":"Nothing contained in this section shall authorize or permit any transaction that would be otherwise contrary to law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":274309,"text":"The Commission, in reviewing any transaction under this section, shall consider whether the transaction complies with the standards set forth in § 38.2-4232. The Commission shall set forth the specific reasons for the disapproval of any transaction.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":274310,"text":"The approval of any transaction under this section shall be deemed an amendment under subsection D of § 38.2-4231 to a nonstock corporation’s registration statement without further filing.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":274311,"text":"The Commission shall have continuing oversight over the terms and conditions of all continuing transactions by a nonstock corporation licensed under this chapter with its affiliates. The Commission may prohibit the continuation of any continuing transaction if the Commission finds that, because of changed circumstances or material information unknown to the Commission at the time of the approval of the transaction, the transaction does not comply with the standards set forth in § 38.2-4232.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":274312,"text":"Existing transactions entered into between a nonstock corporation and its affiliates prior to July 1, 1989, shall be filed with the Commission for approval no later than September 1, 1989, if such transaction involves more than three-fourths of one percent of admitted assets or five percent of surplus as of the immediately preceding December 31, whichever is less. Failure of the Commission to act within 120 days after such filings shall constitute approval of such transactions. The Commission shall not disapprove any transaction entered into prior to July 1, 1989, if such transaction was lawful when entered into, but if any such transaction is found not to meet the standards of this section, such transaction shall not be renewed or extended except upon terms approved by the Commission.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":274313,"text":"Any nonstock corporation aggrieved by a disapproval or withdrawal of approval under this section may proceed under the provisions of § 38.2-222.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"7":{"id":274314,"text":"For the purposes of this section, a “transaction between a nonstock corporation licensed under this chapter and any of its affiliates” includes any transaction between a nonstock corporation licensed under this chapter and a nonaffiliate if such transaction involves (i) any loan or extension of credit where the licensee makes such loan or extension of credit with the agreement or understanding that the proceeds of such transaction, in whole or substantial part, are to be used to make any loan or extension of credit to, to purchase assets of, or to make investments in any affiliate of the licensee or (ii) any reinsurance agreement or risk-sharing arrangement, or modifications thereto, which requires as consideration the transfer of assets from a licensee to a nonaffiliate, if an agreement or understanding exists between the licensee and the nonaffiliate that any portion of such assets will be transferred to one or more affiliates of the licensee.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-4233\/","history_text":"

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 1993, chapter 158.<\/p>","references":[{"id":57275,"section_number":"38.2-4230","catch_line":"Definitions","order_by":null,"url":"\/38.2-4230\/"}],"refers_to":[{"id":73870,"section_number":"38.2-4231","catch_line":"Registration of nonstock corporations that are members of holding company system","order_by":null,"url":"\/38.2-4231\/"},{"id":72616,"section_number":"38.2-4232","catch_line":"Standards for transactions with affiliates; adequacy of surplus; dividends and other distributions","order_by":null,"url":"\/38.2-4232\/"}],"permalink":{"id":216823,"object_type":"law","relational_id":76421,"identifier":"38.2-4233","token":"38.2\/42\/2\/38.2-4233","url":"\/38.2-4233\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-4233\/","token":"38.2\/42\/2\/38.2-4233","dublin_core":{"Title":"Commission approval required for certain transactions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-4233","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Prior written approval of the Commission<\/span> shall be required for any transaction between a nonstock corporation licensed under this chapter and any of its affiliates<\/span>, if such transaction involves more than three-fourths of one percent of admitted assets<\/span> or five percent of surplus<\/span> as of the immediately preceding December 31, whichever is less. Failure of the Commission<\/span> to act within sixty days after notification by the nonstock corporation shall constitute approval of the transaction. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Nothing contained in this section shall authorize or permit any transaction that would be otherwise contrary to law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The Commission<\/span>, in reviewing any transaction under this section, shall consider whether the transaction complies with the standards set forth in § 38.2-4232<\/a>. The Commission<\/span> shall set forth the specific reasons for the disapproval of any transaction. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The approval of any transaction under this section shall be deemed an amendment under subsection D of § 38.2-4231<\/a> to a nonstock corporation’s registration statement without further filing. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The Commission<\/span> shall have continuing oversight over the terms and conditions of all continuing transactions<\/span> by a nonstock corporation licensed under this chapter with its affiliates. The Commission<\/span> may prohibit the continuation of any continuing transaction if the Commission<\/span> finds that, because of changed circumstances or material<\/span> information unknown to the Commission<\/span> at the time of the approval of the transaction, the transaction does not comply with the standards set forth in § 38.2-4232<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Existing transactions<\/span> entered into between a nonstock corporation and its affiliates prior to July 1, 1989, shall be filed with the Commission<\/span> for approval no later than September 1, 1989, if such transaction involves more than three-fourths of one percent of admitted assets<\/span> or five percent of surplus<\/span> as of the immediately preceding December 31, whichever is less. Failure of the Commission<\/span> to act within 120 days after such filings shall constitute approval of such transactions<\/span>. The Commission<\/span> shall not disapprove any transaction entered into prior to July 1, 1989, if such transaction was lawful when entered into, but if any such transaction is found not to meet the standards of this section, such transaction shall not be renewed or extended except upon terms approved by the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Any nonstock corporation aggrieved by a disapproval or withdrawal of approval under this section may proceed under the provisions of § 38.2-222<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> For the purposes of this section, a “transaction between a nonstock corporation licensed under this chapter and any of its affiliates<\/span>” includes any transaction between a nonstock corporation licensed under this chapter and a nonaffiliate if such transaction involves (i) any loan or extension of credit where the licensee makes such loan or extension of credit with the agreement or understanding that the proceeds of such transaction, in whole or substantial part, are to be used to make any loan or extension of credit to, to purchase assets<\/span> of, or to make investments in any affiliate<\/span> of the licensee or (ii) any reinsurance agreement or risk-sharing arrangement, or modifications thereto, which requires as consideration the transfer of assets<\/span> from a licensee to a nonaffiliate, if an agreement or understanding exists between the licensee and the nonaffiliate that any portion of such assets<\/span> will be transferred to one or more affiliates of the licensee. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOMMISSION APPROVAL REQUIRED FOR CERTAIN TRANSACTIONS (\u00a7 38.2-4233)\n\nA. Prior written approval of the Commission shall be required for any\ntransaction between a nonstock corporation licensed under this chapter and any\nof its affiliates, if such transaction involves more than three-fourths of one\npercent of admitted assets or five percent of surplus as of the immediately\npreceding December 31, whichever is less. Failure of the Commission to act\nwithin sixty days after notification by the nonstock corporation shall\nconstitute approval of the transaction.\n\nB. Nothing contained in this section shall authorize or permit any transaction\nthat would be otherwise contrary to law.\n\nC. The Commission, in reviewing any transaction under this section, shall\nconsider whether the transaction complies with the standards set forth in §\n38.2-4232. The Commission shall set forth the specific reasons for the\ndisapproval of any transaction.\n\nD. The approval of any transaction under this section shall be deemed an\namendment under subsection D of § 38.2-4231 to a nonstock\ncorporation’s registration statement without further filing.\n\nE. The Commission shall have continuing oversight over the terms and conditions\nof all continuing transactions by a nonstock corporation licensed under this\nchapter with its affiliates. The Commission may prohibit the continuation of any\ncontinuing transaction if the Commission finds that, because of changed\ncircumstances or material information unknown to the Commission at the time of\nthe approval of the transaction, the transaction does not comply with the\nstandards set forth in § 38.2-4232.\n\nF. Existing transactions entered into between a nonstock corporation and its\naffiliates prior to July 1, 1989, shall be filed with the Commission for\napproval no later than September 1, 1989, if such transaction involves more than\nthree-fourths of one percent of admitted assets or five percent of surplus as of\nthe immediately preceding December 31, whichever is less. Failure of the\nCommission to act within 120 days after such filings shall constitute approval\nof such transactions. The Commission shall not disapprove any transaction\nentered into prior to July 1, 1989, if such transaction was lawful when entered\ninto, but if any such transaction is found not to meet the standards of this\nsection, such transaction shall not be renewed or extended except upon terms\napproved by the Commission.\n\nG. Any nonstock corporation aggrieved by a disapproval or withdrawal of approval\nunder this section may proceed under the provisions of § 38.2-222.\n\nH. For the purposes of this section, a “transaction between a nonstock\ncorporation licensed under this chapter and any of its affiliates”\nincludes any transaction between a nonstock corporation licensed under this\nchapter and a nonaffiliate if such transaction involves (i) any loan or\nextension of credit where the licensee makes such loan or extension of credit\nwith the agreement or understanding that the proceeds of such transaction, in\nwhole or substantial part, are to be used to make any loan or extension of\ncredit to, to purchase assets of, or to make investments in any affiliate of the\nlicensee or (ii) any reinsurance agreement or risk-sharing arrangement, or\nmodifications thereto, which requires as consideration the transfer of assets\nfrom a licensee to a nonaffiliate, if an agreement or understanding exists\nbetween the licensee and the nonaffiliate that any portion of such assets will\nbe transferred to one or more affiliates of the licensee.\n\nHISTORY: 1989, c. 606; 1993, c. 158.","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}}