P.R. Laws tit. 26, § 2948

2019-02-20 00:00:00+00
§ 2948. Voluntary liquidation and dissolution—Preliminary steps

(1) A cooperative or mutual domestic stock insurer, while fully solvent and if not subject to action by the Commissioner pursuant to §§ 4001–4024 of this title, may accomplish its own voluntary liquidation and dissolution by proceeding as provided in §§ 2948–2953 of this title, inclusive.

(2) The insurer shall first notify the Commissioner of its intent to so liquidate and dissolve. The Commissioner shall thereupon make such examination of the insurer as he deems necessary to determine whether the insurer is solvent or whether it is subject to his action pursuant to §§ 4001–4024 of this title. The Commissioner shall promptly notify the insurer of the findings of the examination, and if such findings are to the effect that the insurer is solvent and is not then subject to action by the Commissioner under §§ 4001–4024 of this title, the insurer may proceed by complying with the following further preliminary requirements:

(a) Adoption of a resolution authorizing liquidation and dissolution by a vote of not less than three-fourths of all of the members of the insurer’s board of directors at a special meeting of the board called for the purpose, and directing the calling of a special assembly of the insurer’s stockholders, partners, or members for the purpose of considering and taking action upon a similar resolution.

(b) Adoption of the resolution authorizing liquidation and dissolution by the insurer’s stockholders, partners or members, at a special meeting thereof called for the purpose. If a stock insurer, the resolution must have been adopted by the affirmative vote of not less than two-thirds of all voting stock outstanding. If a mutual insurer, the resolution must have been adopted by the affirmative vote of not less than two-thirds of all members voting thereon pursuant to such reasonable notice, presentation of facts, and procedure as may have been approved by the Commissioner. If a cooperative insurer, the resolution must have been adopted by the affirmative vote of not less than two-thirds of all members.

History —Ins. Code § 29.480; June 25, 1965, No. 86, p. 200, § 19.