40-4370. Conversion; submission requirements.
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40-4370. Conversion; submission requirements.
(1)Upon the application of a protected cell captive insurance company, one of its protected cells may be converted to any form of captive insurance company authorized pursuant to chapter 40 of the Kansas Statutes Annotated, and amendments thereto, with the consent of the commissioner. The commissioner may issue to the converting protected cell a certificate of authority with an effective date of its original date of formation as a protected cell.
(2)The following shall be the criteria for determining the filing or submission requirements of:
(A)A series of a limited liability company, the cell shall file organizational documents with the secretary of state that comply with article 43 of chapter 40 and chapters 17 and 56A of the Kansas Statutes Annotated, and amendments thereto, as applicable. The organizational documents shall include the date of formation as a series. Upon conversion, the formation date of the series shall be deemed as the formation date of the new entity. The new entity shall possess all assets and liabilities, including outstanding insurance liabilities, owned by the predecessor series;
(B)any other type of incorporated protected cell entity, then the converting protected cell shall submit amended organizational documents to the secretary of state that comply with article 43 of chapter 40 and chapters 17 and 56A of the Kansas Statutes Annotated, and amendments thereto, as applicable; or
(C)neither a series of a limited liability company nor an incorporated protected cell, the cell shall file organizational documents with the secretary of state that comply with article 43 of chapter 40 and chapters 17 and 56A of the Kansas Statutes Annotated, and amendments thereto, as applicable, or any other applicable provision governing formation of that type of entity. The organizational documents shall include the date of formation as a cell. Upon conversion, the formation date of the cell shall be deemed as the formation date of the new entity. The new entity shall possess all assets and liabilities, including outstanding insurance liabilities, owned by the predecessor cell.
(b)A captive insurance company may apply to the commissioner for conversion to become a protected cell captive insurance company under any form permitted under this section. Upon compliance with this section, approval by the commissioner and the filing of amended organizational documents with the secretary of state, the captive insurance company shall be issued a revised certificate of authority. The effective date of the revised protected cell captive insurance company's certificate of authority shall remain the same as the effective date of the prior captive insurance company.