                                 CODE OF VIRGINIA

REGISTRATION OF NONSTOCK CORPORATIONS THAT ARE MEMBERS OF HOLDING COMPANY SYSTEM
(§ 38.2-4231)

A. 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.

B. 1. This section shall not apply to:
			a. 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;
			b. 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
			c. 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. 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.

C. 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:

   1. The capital structure, general financial condition, ownership, and
   management of the nonstock corporation and any person controlling the nonstock
   corporation;

   2. The identity of every member of the insurance holding company system;

   3. The following agreements in force, continuing relationships and
   transactions currently outstanding between the nonstock corporation and its
   affiliates:
   				a. 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;
   				b. Purchases, sales, renting or leasing arrangements, or exchanges of
   assets;
   				c. 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;
   				d. All management and service contracts and all cost-sharing arrangements;
   				e. Reinsurance agreements or other risk-sharing arrangements;
   				f. Transactions not in the ordinary course of business; and

   4. 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.

D. 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.

E. The Commission shall terminate the registration of any nonstock corporation
that demonstrates it no longer is a member of a holding company system.

F. 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.

G. 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.

H. 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.

HISTORY: 1989, c. 606; 1992, c. 588.