Section 3.21.090. Annual registration of insurers; statement filing; Form B.

    Except as provided in 3 AAC 21.110, an insurer required to file an annual registration statement under AS 21.22.060 shall furnish the required information on Form B, made part of this section in substantially the following form: 
 FORM B 
 INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT 
 Filed with the Insurance Division/Department of the 
State of _____________ 
 By 
 __________________ 
			(Name of Registrant) 
On Behalf of the Following Insurance Companies 
Name                                                                  Address 
________________________
________________________
________________________
________________________
Date:____________, 20____ 
Name, Title, Address, Electronic Mail Address, and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed: 
________________________
________________________
________________________
ITEM 1. IDENTITY AND CONTROL OF REGISTRANT 
    Furnish the exact name of each insurer registering or being registered (hereinafter called "the registrant"); the home office address and principal executive offices of each registrant; the date on which each registrant became part of the insurance holding company system; and the method by which control of each registrant as acquired and is maintained. 
ITEM 2. ORGANIZATION CHART 
    Furnish a chart or listing that clearly presents the identity of and interrelationship of each affiliated person within the insurance holding company system. The chart or listing must show the percentage of each class of voting securities of each affiliate that is directly or indirectly owned by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of the control. Indicate the type of organization (e.g., corporation, trust, partnership) and the state or other jurisdiction of domicile of each person specified in the chart or listing. 
ITEM 3. THE ULTIMATE CONTROLLING PERSON 
    Furnish the following information about the ultimate controlling person in the insurance holding company system: 
  (a)  name; 
  (b)  home office address; 
  (c)  principal executive office address; 
  (d)  the organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.; 
  (e)  the principal business of the person; 
  (f)  the name and address of a person who holds or owns 10 percent or more of any class of voting security, the class of the security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; and 
  (g)  if a court proceeding involving a reorganization or liquidation is pending, the title and location of the court, the nature of the proceeding, and the date when commenced. 
ITEM 4. BIOGRAPHICAL INFORMATION 
    If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name, address, and principal occupation; all offices and positions held during the past five years, and any conviction of a crime other than a minor traffic violation. If the ultimate controlling person is an individual, furnish the individual's name and address, the individual's occupation and all offices and positions held during the past five years, and any conviction of a crime other than a minor traffic violation. 
ITEM 5. TRANSACTIONS AND AGREEMENTS 
    Briefly describe the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the registrant and its affiliates: 
  (a)  a loan, other investment, or a purchase, sale, or exchange of securities of the affiliate by the registrant or of the registrant by its affiliate; 
  (b)  a purchase, sale, or exchange of assets; 
  (c)  a transaction not in the ordinary course of business; 
  (d)  a guarantee or undertaking for the benefit of an affiliate that results in an actual contingent exposure of the registrant's assets to liability, other than an insurance contract entered into in the ordinary course of the registrant's business; 
  (e)  a management agreement, service contract, or cost-sharing arrangement, 
  (f)  a reinsurance agreement; 
  (g)  dividends and other distributions to shareholders; 
  (h)  a consolidated tax allocation agreement; and 
  (i)  a pledge of the registrant's stock or of the stock of a subsidiary or controlling affiliate for a loan made to a member of the insurance holding company system. 
    Information need not be disclosed if the information is not material. A sale, purchase, exchange, loan, or extension of credit, investment, or guarantee involving one-half of one percent or less of the registrant's admitted assets as of the immediately preceding 31st day of December is not material. 
    The description of a transaction must be in a manner that permits proper evaluation by the director and must include at least the following: the nature and purpose of the transaction, the nature and amount of any payment or transfer of assets between the registrant and its affiliates; the identity of each party to the transaction; and the relationship of the affiliated parties to the registrant. 
ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS 
    If the ultimate controlling person or any of its directors or executive officers is a party to it or if the property of the ultimate controlling person or any of its directors or executive officers is the subject of it, give a brief description of any litigation or administrative proceedings of the following type, whether pending or concluded within the preceding fiscal year, including the names of the parties, the case number, and the court or agency in which the litigation or proceeding is or was pending: 
  (a)  a criminal prosecution or administrative proceeding by a governmental agency or authority that may be relevant to the trustworthiness of any party to it; or 
  (b)  a proceeding that may have a material effect upon the solvency or capital structure of the ultimate holding company including bankruptcy, receivership, or other corporate reorganization. 
ITEM 7. STATEMENT REGARDING PLAN OR SERIES OF TRANSACTIONS 
    The insurer shall furnish a statement affirming that the transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. 
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS 
  (a)  Attach financial statements and exhibits to this form as an appendix, and list those attachments under this item. 
  (b)  If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, the financial statements must include the annual financial statements of the ultimate controlling person in the insurance holding company system as of the end of the person's latest fiscal year. 
    If the annual financial statements for the latest fiscal year are not available at the time of the initial registration, annual financial statements for the previous fiscal year and similar financial information available for the subsequent period must be filed. The financial statements may be prepared on either an individual basis or a consolidated basis if the consolidated statements are prepared in the usual course of business, unless the director requires otherwise. 
    Other than the immediately preceding paragraph, the financial statement must be filed in the standard form and format adopted by the National Association of Insurance Commissioners, unless an alternative form is accepted by the director. Documentation and financial statements filed with the Securities and Exchange Commission or financial statements audited in conformity with generally accepted accounting principles will be considered by the director to be an appropriate form and format. 
    Unless the director permits otherwise, the annual financial statements must be accompanied by the certificate of an independent public accountant declaring that the statements fairly present the financial position of the ultimate controlling person and their results of its operations for the year then ended, in conformity with generally accepted accounting principles, requirements of insurance, or other accounting principles prescribed by or permitted under law. If the ultimate controlling person is an insurer that is actively engaged in the business of insurance, the annual financial statements need not be certified, provided they are based on the annual statement of the insurer filed with the insurance department of the insurer's domiciliary state and meet the requirements of insurance or other accounting principles prescribed by or permitted under the law of that state. 
    An ultimate controlling person who is an individual may file personal financial statements that have been reviewed rather than audited by an independent public accountant. The review must be conducted in accordance with the most recently adopted Statements on Standards for Accounting and Review Services, AR Section 90, Review of Financial Statements issued by the American Institute of Certified Public Accountants. Personal financial statements must be accompanied by the independent public accountant's Standard Review Report stating that the accountant is not aware of any material modifications that should be made to the financial statements in order for the statements to be in conformity with generally accepted accounting principles. 
  (c)  Exhibits must include copies of the latest annual reports to the shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person, as well as any additional documents or papers required by Form B or by 3 AAC 21.010 and 3 AAC 21.030. 
ITEM 9. FORM C REQUIRED 
    Form C, Summary of Changes to Registration Statement, must be prepared and filed with this Form B. 
ITEM 10. SIGNATURE AND CERTIFICATION 
    Signature and certification are required as follows: 
 SIGNATURE 
Under AS 21.22.060, the registrant has caused this annual registration statement to be signed on its behalf in the City or Community of ____________ and State of ____________ on the day of ____________, 20____. 
                    (SEAL) 
________________________
                    (Name of Registrant)
________________________
                    (Name)                                            (Title) 
Attest: 
________________________
(Signature of Officer)
________________________
       (Title) 
 CERTIFICATION 
    The undersigned deposes and says that the undersigned duly executed the attached registration statement dated ____________, 20_, for and on behalf of ____________ (Name of Company); that the undersigned is the ____________ (Title of Officer) of the company; and that the undersigned is authorized to execute and file the instrument. The undersigned further says that the undersigned is familiar with the instrument and the contents of it and that the facts stated in it are true to the best of the undersigned's knowledge, information, and belief. 
                    (Signature) 
________________________
                    (Type or print name below)
________________________

Authorities

21.06.090;21.22.130

Notes

Authority

AS 21.06.090 AS 21.22.130

History

Eff. 6/30/77, Register 62; am 10/21/92, Register 124; am 11/26/2015, Register 216