Illinois 2023-2024 Regular Session

Illinois Senate Bill SB1494 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	Public Act 103-0090
2	1		SB1494 EnrolledLRB103 25196 BMS 51537 b SB1494 Enrolled LRB103 25196 BMS 51537 b
3	2		SB1494 Enrolled LRB103 25196 BMS 51537 b
4		-	AN ACT concerning regulation.
5		-	Be it enacted by the People of the State of Illinois,
6		-	represented in the General Assembly:
7		-	Section 5. The Illinois Insurance Code is amended by
8		-	changing Sections 35B-25 and 35B-30 as follows:
9		-	(215 ILCS 5/35B-25)
10		-	Sec. 35B-25. Plan of division approval.
11		-	(a) A division shall not become effective until it is
12		-	approved by the Director after reasonable notice and a public
13		-	hearing, if the notice and hearing are deemed by the Director
14		-	to be in the public interest. Any decision by the Director on
15		-	whether or not to hold a public hearing on either a plan of
16		-	division or an amended plan of division may be made
17		-	independently by the Director. The Director shall hold a
18		-	public hearing if one is requested by the dividing company. A
19		-	hearing conducted under this Section shall be conducted in
20		-	accordance with Article 10 of the Illinois Administrative
21		-	Procedure Act.
22		-	(b) The Director shall approve a plan of division unless
23		-	the Director finds that:
24		-	(1) the interest of any class of policyholder or
25		-	shareholder of the dividing company will not be properly
26		-	protected;
	3	+	1 AN ACT concerning regulation.
	4	+	2 Be it enacted by the People of the State of Illinois,
	5	+	3 represented in the General Assembly:
	6	+	4 Section 5. The Illinois Insurance Code is amended by
	7	+	5 changing Sections 35B-25 and 35B-30 as follows:
	8	+	6 (215 ILCS 5/35B-25)
	9	+	7 Sec. 35B-25. Plan of division approval.
	10	+	8 (a) A division shall not become effective until it is
	11	+	9 approved by the Director after reasonable notice and a public
	12	+	10 hearing, if the notice and hearing are deemed by the Director
	13	+	11 to be in the public interest. Any decision by the Director on
	14	+	12 whether or not to hold a public hearing on either a plan of
	15	+	13 division or an amended plan of division may be made
	16	+	14 independently by the Director. The Director shall hold a
	17	+	15 public hearing if one is requested by the dividing company. A
	18	+	16 hearing conducted under this Section shall be conducted in
	19	+	17 accordance with Article 10 of the Illinois Administrative
	20	+	18 Procedure Act.
	21	+	19 (b) The Director shall approve a plan of division unless
	22	+	20 the Director finds that:
	23	+	21 (1) the interest of any class of policyholder or
	24	+	22 shareholder of the dividing company will not be properly
	25	+	23 protected;
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33		-	(2) each new company created by the proposed division,
34		-	except a new company that is a nonsurviving party to a
35		-	merger pursuant to subsection (b) of Section 156, would be
36		-	ineligible to receive a license to do insurance business
37		-	in this State pursuant to Section 5;
38		-	(2.5) each new company created by the proposed
39		-	division, except a new company that is a nonsurviving
40		-	party to a merger pursuant to subsection (b) of Section
41		-	156, that will be a member insurer of the Illinois Life and
42		-	Health Insurance Guaranty Association and that will have
43		-	policy liabilities allocated to it will not be licensed to
44		-	do insurance business in each state where such policies
45		-	were written by the dividing company;
46		-	(3) the proposed division violates a provision of the
47		-	Uniform Fraudulent Transfer Act;
48		-	(4) the division is being made for purposes of
49		-	hindering, delaying, or defrauding any policyholders or
50		-	other creditors of the dividing company;
51		-	(5) one or more resulting companies will not be
52		-	solvent upon the consummation of the division; or
53		-	(6) the remaining assets of one or more resulting
54		-	companies will be, upon consummation of a division,
55		-	unreasonably small in relation to the business and
56		-	transactions in which the resulting company was engaged or
57		-	is about to engage.
58		-	(c) In determining whether the standards set forth in
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	34	+	1 (2) each new company created by the proposed division,
	35	+	2 except a new company that is a nonsurviving party to a
	36	+	3 merger pursuant to subsection (b) of Section 156, would be
	37	+	4 ineligible to receive a license to do insurance business
	38	+	5 in this State pursuant to Section 5;
	39	+	6 (2.5) each new company created by the proposed
	40	+	7 division, except a new company that is a nonsurviving
	41	+	8 party to a merger pursuant to subsection (b) of Section
	42	+	9 156, that will be a member insurer of the Illinois Life and
	43	+	10 Health Insurance Guaranty Association and that will have
	44	+	11 policy liabilities allocated to it will not be licensed to
	45	+	12 do insurance business in each state where such policies
	46	+	13 were written by the dividing company;
	47	+	14 (3) the proposed division violates a provision of the
	48	+	15 Uniform Fraudulent Transfer Act;
	49	+	16 (4) the division is being made for purposes of
	50	+	17 hindering, delaying, or defrauding any policyholders or
	51	+	18 other creditors of the dividing company;
	52	+	19 (5) one or more resulting companies will not be
	53	+	20 solvent upon the consummation of the division; or
	54	+	21 (6) the remaining assets of one or more resulting
	55	+	22 companies will be, upon consummation of a division,
	56	+	23 unreasonably small in relation to the business and
	57	+	24 transactions in which the resulting company was engaged or
	58	+	25 is about to engage.
	59	+	26 (c) In determining whether the standards set forth in
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61		-	paragraph (3) of subsection (b) have been satisfied, the
62		-	Director shall only apply the Uniform Fraudulent Transfer Act
63		-	to a dividing company in its capacity as a resulting company
64		-	and shall not apply the Uniform Fraudulent Transfer Act to any
65		-	dividing company that is not proposed to survive the division.
66		-	(d) In determining whether the standards set forth in
67		-	paragraphs (3), (4), (5), and (6) of subsection (b) have been
68		-	satisfied, the Director may consider all proposed assets of
69		-	the resulting company, including, without limitation,
70		-	reinsurance agreements, parental guarantees, support or keep
71		-	well agreements, or capital maintenance or contingent capital
72		-	agreements, in each case, regardless of whether the same would
73		-	qualify as an admitted asset as defined in Section 3.1.
74		-	(e) In determining whether the standards set forth in
75		-	paragraph (3) of subsection (b) have been satisfied, with
76		-	respect to each resulting company, the Director shall, in
77		-	applying the Uniform Fraudulent Transfer Act, treat:
78		-	(1) the resulting company as a debtor;
79		-	(2) liabilities allocated to the resulting company as
80		-	obligations incurred by a debtor;
81		-	(3) the resulting company as not having received
82		-	reasonably equivalent value in exchange for incurring the
83		-	obligations; and
84		-	(4) assets allocated to the resulting company as
85		-	remaining property.
86		-	(f) All information, documents, materials, and copies
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89		-	thereof submitted to, obtained by, or disclosed to the
90		-	Director in connection with a plan of division or in
91		-	contemplation thereof, including any information, documents,
92		-	materials, or copies provided by or on behalf of a domestic
93		-	stock company in advance of its adoption or submission of a
94		-	plan of division, shall be confidential and shall be subject
95		-	to the same protection and treatment in accordance with
96		-	Section 131.22 as documents and reports disclosed to or filed
97		-	with the Director pursuant to subsection (a) of Section
98		-	131.14b until such time, if any, as a notice of the hearing
99		-	contemplated by subsection (a) is issued.
100		-	(g) From and after the issuance of a notice of the hearing
101		-	contemplated by subsection (a), all business, financial, and
102		-	actuarial information that the domestic stock company requests
103		-	confidential treatment, other than the plan of division, shall
104		-	continue to be confidential and shall not be available for
105		-	public inspection and shall be subject to the same protection
106		-	and treatment in accordance with Section 131.22 as documents
107		-	and reports disclosed to or filed with the Director pursuant
108		-	to subsection (a) of Section 131.14b.
109		-	(h) All expenses incurred by the Director in connection
110		-	with proceedings under this Section, including expenses for
111		-	the services of any attorneys, actuaries, accountants, and
112		-	other experts as may be reasonably necessary to assist the
113		-	Director in reviewing the proposed division, shall be paid by
114		-	the dividing company filing the plan of division. A dividing
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117		-	company may allocate expenses described in this subsection in
118		-	a plan of division in the same manner as any other liability.
119		-	(i) If the Director approves a plan of division, the
120		-	Director shall issue an order that shall be accompanied by
121		-	findings of fact and conclusions of law.
122		-	(j) The conditions in this Section for freeing one or more
123		-	of the resulting companies from the liabilities of the
124		-	dividing company and for allocating some or all of the
125		-	liabilities of the dividing company shall be conclusively
126		-	deemed to have been satisfied if the plan of division has been
127		-	approved by the Director in a final order that is not subject
128		-	to further appeal.
129		-	(k) If a dividing company amends its plan of division at
130		-	any time before the plan of division becomes effective,
131		-	including after the Director's approval of the plan or after
132		-	any hearing has been conducted under this Section, then the
133		-	dividing company shall file the amended plan of division for
134		-	approval by the Director pursuant to the provisions of this
135		-	Section. If the Director has already issued an order approving
136		-	the dividing company's previous plan of division under
137		-	subsection (i), then that order shall not be rescinded by the
138		-	Director's subsequent disapproval of an amended plan.
139		-	(1) If a hearing is conducted on the amended plan of
140		-	division after the Director has approved a previous plan
141		-	of division, then the hearing shall not be considered a
142		-	rehearing or a reopening of any hearing conducted on the
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	70	+	1 paragraph (3) of subsection (b) have been satisfied, the
	71	+	2 Director shall only apply the Uniform Fraudulent Transfer Act
	72	+	3 to a dividing company in its capacity as a resulting company
	73	+	4 and shall not apply the Uniform Fraudulent Transfer Act to any
	74	+	5 dividing company that is not proposed to survive the division.
	75	+	6 (d) In determining whether the standards set forth in
	76	+	7 paragraphs (3), (4), (5), and (6) of subsection (b) have been
	77	+	8 satisfied, the Director may consider all proposed assets of
	78	+	9 the resulting company, including, without limitation,
	79	+	10 reinsurance agreements, parental guarantees, support or keep
	80	+	11 well agreements, or capital maintenance or contingent capital
	81	+	12 agreements, in each case, regardless of whether the same would
	82	+	13 qualify as an admitted asset as defined in Section 3.1.
	83	+	14 (e) In determining whether the standards set forth in
	84	+	15 paragraph (3) of subsection (b) have been satisfied, with
	85	+	16 respect to each resulting company, the Director shall, in
	86	+	17 applying the Uniform Fraudulent Transfer Act, treat:
	87	+	18 (1) the resulting company as a debtor;
	88	+	19 (2) liabilities allocated to the resulting company as
	89	+	20 obligations incurred by a debtor;
	90	+	21 (3) the resulting company as not having received
	91	+	22 reasonably equivalent value in exchange for incurring the
	92	+	23 obligations; and
	93	+	24 (4) assets allocated to the resulting company as
	94	+	25 remaining property.
	95	+	26 (f) All information, documents, materials, and copies
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145		-	previous plan. Nothing in this Section shall prohibit the
146		-	dividing company from requesting a rehearing or reopening
147		-	of any hearing conducted on any disapproved plan of
148		-	division, amended or otherwise.
149		-	(2) Whether under direct review or in a hearing, the
150		-	Director may rely on information already submitted or
151		-	developed in connection with the previous plan of
152		-	division, as well as any findings of fact or conclusions
153		-	of law if a hearing has been conducted or an approval order
154		-	has been issued on the previous plan, to the extent the
155		-	information, findings, or conclusions remain relevant to
156		-	the amended plan of division, and the Director shall
157		-	collect any other information necessary to make a
158		-	determination under subsection (b).
159		-	(3) The fee assessed under Section 408 for filing a
160		-	plan of division shall not apply to the filing of an
161		-	amended plan of division, but subsection (h) shall apply
162		-	to all proceedings related to the amended plan.
163		-	(Source: P.A. 101-549, eff. 1-1-20; 102-394, eff. 8-16-21;
164		-	102-578, eff. 7-1-22 (See Section 5 of P.A. 102-672 for
165		-	effective date of P.A. 102-578).)
166		-	(215 ILCS 5/35B-30)
167		-	Sec. 35B-30. Certificate of division.
168		-	(a) After a plan of division has been adopted and
169		-	approved, an officer or duly authorized representative of the
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172		-	dividing company shall sign a certificate of division.
173		-	(b) The certificate of division shall set forth:
174		-	(1) the name of the dividing company;
175		-	(2) a statement disclosing whether the dividing
176		-	company will survive the division;
177		-	(3) the name of each new company that will be created
178		-	by the division;
179		-	(4) the kinds of insurance business enumerated in
180		-	Section 4 that the new company will be authorized to
181		-	conduct;
182		-	(5) the date that the division is to be effective,
183		-	which shall not be more than 90 days after the dividing
184		-	company has filed the certificate of division with the
185		-	recorder, with a concurrent copy to the Director;
186		-	(6) a statement that the division was approved by the
187		-	Director in accordance with Section 35B-25, including the
188		-	date when approval was served on the dividing company;
189		-	(7) a statement that the dividing company provided, no
190		-	later than 10 business days after the dividing company
191		-	filed the plan of division with the Director, reasonable
192		-	notice to each reinsurer that is party to a reinsurance
193		-	contract that is applicable to the policies included in
194		-	the plan of division;
195		-	(8) if the dividing company will survive the division,
196		-	an amendment to its articles of incorporation or bylaws
197		-	approved as part of the plan of division;
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200		-	(9) for each new company created by the division, its
201		-	articles of incorporation and bylaws, provided that the
202		-	articles of incorporation and bylaws need not state the
203		-	name or address of an incorporator; and
204		-	(10) a reasonable description of the capital, surplus,
205		-	other assets and liabilities, including policy
206		-	liabilities, of the dividing company that are to be
207		-	allocated to each resulting company.
208		-	(c) The articles of incorporation and bylaws of each new
209		-	company must satisfy the requirements of the laws of this
210		-	State, provided that the documents need not be signed or
211		-	include a provision that need not be included in a restatement
212		-	of the document.
213		-	(d) A certificate of division is effective when filed with
214		-	the recorder, with a concurrent copy to the Director, as
215		-	provided in this Section or on another date specified in the
216		-	plan of division, whichever is later, provided that a
217		-	certificate of division shall become effective not more than
218		-	90 days after it is filed with the recorder. A division is
219		-	effective when the relevant certificate of division is
220		-	effective.
221		-	(e) If the dividing company files an amended plan of
222		-	division with the Director after a certificate of division has
223		-	been filed for a previous plan, then the dividing company
224		-	shall file a certificate of stay with the recorder, with a
225		-	concurrent copy to the Director. The certificate of stay shall
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	106	+	1 thereof submitted to, obtained by, or disclosed to the
	107	+	2 Director in connection with a plan of division or in
	108	+	3 contemplation thereof, including any information, documents,
	109	+	4 materials, or copies provided by or on behalf of a domestic
	110	+	5 stock company in advance of its adoption or submission of a
	111	+	6 plan of division, shall be confidential and shall be subject
	112	+	7 to the same protection and treatment in accordance with
	113	+	8 Section 131.22 as documents and reports disclosed to or filed
	114	+	9 with the Director pursuant to subsection (a) of Section
	115	+	10 131.14b until such time, if any, as a notice of the hearing
	116	+	11 contemplated by subsection (a) is issued.
	117	+	12 (g) From and after the issuance of a notice of the hearing
	118	+	13 contemplated by subsection (a), all business, financial, and
	119	+	14 actuarial information that the domestic stock company requests
	120	+	15 confidential treatment, other than the plan of division, shall
	121	+	16 continue to be confidential and shall not be available for
	122	+	17 public inspection and shall be subject to the same protection
	123	+	18 and treatment in accordance with Section 131.22 as documents
	124	+	19 and reports disclosed to or filed with the Director pursuant
	125	+	20 to subsection (a) of Section 131.14b.
	126	+	21 (h) All expenses incurred by the Director in connection
	127	+	22 with proceedings under this Section, including expenses for
	128	+	23 the services of any attorneys, actuaries, accountants, and
	129	+	24 other experts as may be reasonably necessary to assist the
	130	+	25 Director in reviewing the proposed division, shall be paid by
	131	+	26 the dividing company filing the plan of division. A dividing
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228		-	identify the certificate of division being stayed and the date
229		-	on which the amended plan of division was filed with the
230		-	Director. If the Director issues an order on the amended plan,
231		-	or if the dividing company withdraws the amended plan before
232		-	an order is issued, then the dividing company shall file an
233		-	amended certificate of division pursuant to this Section.
234		-	Nothing in this subsection (e) shall allow a dividing company
235		-	to amend its plan of division under Section 35B-15 on or after
236		-	the effective date specified in a certificate of division that
237		-	is active or that has been stayed.
238		-	(Source: P.A. 102-775, eff. 5-13-22.)
239		-	Section 99. Effective date. This Act takes effect upon
240		-	becoming law.
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	142	+	1 company may allocate expenses described in this subsection in
	143	+	2 a plan of division in the same manner as any other liability.
	144	+	3 (i) If the Director approves a plan of division, the
	145	+	4 Director shall issue an order that shall be accompanied by
	146	+	5 findings of fact and conclusions of law.
	147	+	6 (j) The conditions in this Section for freeing one or more
	148	+	7 of the resulting companies from the liabilities of the
	149	+	8 dividing company and for allocating some or all of the
	150	+	9 liabilities of the dividing company shall be conclusively
	151	+	10 deemed to have been satisfied if the plan of division has been
	152	+	11 approved by the Director in a final order that is not subject
	153	+	12 to further appeal.
	154	+	13 (k) If a dividing company amends its plan of division at
	155	+	14 any time before the plan of division becomes effective,
	156	+	15 including after the Director's approval of the plan or after
	157	+	16 any hearing has been conducted under this Section, then the
	158	+	17 dividing company shall file the amended plan of division for
	159	+	18 approval by the Director pursuant to the provisions of this
	160	+	19 Section. If the Director has already issued an order approving
	161	+	20 the dividing company's previous plan of division under
	162	+	21 subsection (i), then that order shall not be rescinded by the
	163	+	22 Director's subsequent disapproval of an amended plan.
	164	+	23 (1) If a hearing is conducted on the amended plan of
	165	+	24 division after the Director has approved a previous plan
	166	+	25 of division, then the hearing shall not be considered a
	167	+	26 rehearing or a reopening of any hearing conducted on the
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	178	+	1 previous plan. Nothing in this Section shall prohibit the
	179	+	2 dividing company from requesting a rehearing or reopening
	180	+	3 of any hearing conducted on any disapproved plan of
	181	+	4 division, amended or otherwise.
	182	+	5 (2) Whether under direct review or in a hearing, the
	183	+	6 Director may rely on information already submitted or
	184	+	7 developed in connection with the previous plan of
	185	+	8 division, as well as any findings of fact or conclusions
	186	+	9 of law if a hearing has been conducted or an approval order
	187	+	10 has been issued on the previous plan, to the extent the
	188	+	11 information, findings, or conclusions remain relevant to
	189	+	12 the amended plan of division, and the Director shall
	190	+	13 collect any other information necessary to make a
	191	+	14 determination under subsection (b).
	192	+	15 (3) The fee assessed under Section 408 for filing a
	193	+	16 plan of division shall not apply to the filing of an
	194	+	17 amended plan of division, but subsection (h) shall apply
	195	+	18 to all proceedings related to the amended plan.
	196	+	19 (Source: P.A. 101-549, eff. 1-1-20; 102-394, eff. 8-16-21;
	197	+	20 102-578, eff. 7-1-22 (See Section 5 of P.A. 102-672 for
	198	+	21 effective date of P.A. 102-578).)
	199	+	22 (215 ILCS 5/35B-30)
	200	+	23 Sec. 35B-30. Certificate of division.
	201	+	24 (a) After a plan of division has been adopted and
	202	+	25 approved, an officer or duly authorized representative of the
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	213	+	1 dividing company shall sign a certificate of division.
	214	+	2 (b) The certificate of division shall set forth:
	215	+	3 (1) the name of the dividing company;
	216	+	4 (2) a statement disclosing whether the dividing
	217	+	5 company will survive the division;
	218	+	6 (3) the name of each new company that will be created
	219	+	7 by the division;
	220	+	8 (4) the kinds of insurance business enumerated in
	221	+	9 Section 4 that the new company will be authorized to
	222	+	10 conduct;
	223	+	11 (5) the date that the division is to be effective,
	224	+	12 which shall not be more than 90 days after the dividing
	225	+	13 company has filed the certificate of division with the
	226	+	14 recorder, with a concurrent copy to the Director;
	227	+	15 (6) a statement that the division was approved by the
	228	+	16 Director in accordance with Section 35B-25, including the
	229	+	17 date when approval was served on the dividing company;
	230	+	18 (7) a statement that the dividing company provided, no
	231	+	19 later than 10 business days after the dividing company
	232	+	20 filed the plan of division with the Director, reasonable
	233	+	21 notice to each reinsurer that is party to a reinsurance
	234	+	22 contract that is applicable to the policies included in
	235	+	23 the plan of division;
	236	+	24 (8) if the dividing company will survive the division,
	237	+	25 an amendment to its articles of incorporation or bylaws
	238	+	26 approved as part of the plan of division;
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	249	+	1 (9) for each new company created by the division, its
	250	+	2 articles of incorporation and bylaws, provided that the
	251	+	3 articles of incorporation and bylaws need not state the
	252	+	4 name or address of an incorporator; and
	253	+	5 (10) a reasonable description of the capital, surplus,
	254	+	6 other assets and liabilities, including policy
	255	+	7 liabilities, of the dividing company that are to be
	256	+	8 allocated to each resulting company.
	257	+	9 (c) The articles of incorporation and bylaws of each new
	258	+	10 company must satisfy the requirements of the laws of this
	259	+	11 State, provided that the documents need not be signed or
	260	+	12 include a provision that need not be included in a restatement
	261	+	13 of the document.
	262	+	14 (d) A certificate of division is effective when filed with
	263	+	15 the recorder, with a concurrent copy to the Director, as
	264	+	16 provided in this Section or on another date specified in the
	265	+	17 plan of division, whichever is later, provided that a
	266	+	18 certificate of division shall become effective not more than
	267	+	19 90 days after it is filed with the recorder. A division is
	268	+	20 effective when the relevant certificate of division is
	269	+	21 effective.
	270	+	22 (e) If the dividing company files an amended plan of
	271	+	23 division with the Director after a certificate of division has
	272	+	24 been filed for a previous plan, then the dividing company
	273	+	25 shall file a certificate of stay with the recorder, with a
	274	+	26 concurrent copy to the Director. The certificate of stay shall
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	285	+	1 identify the certificate of division being stayed and the date
	286	+	2 on which the amended plan of division was filed with the
	287	+	3 Director. If the Director issues an order on the amended plan,
	288	+	4 or if the dividing company withdraws the amended plan before
	289	+	5 an order is issued, then the dividing company shall file an
	290	+	6 amended certificate of division pursuant to this Section.
	291	+	7 Nothing in this subsection (e) shall allow a dividing company
	292	+	8 to amend its plan of division under Section 35B-15 on or after
	293	+	9 the effective date specified in a certificate of division that
	294	+	10 is active or that has been stayed.
	295	+	11 (Source: P.A. 102-775, eff. 5-13-22.)
	296	+	12 Section 99. Effective date. This Act takes effect upon
	297	+	13 becoming law.
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