§ 6034a.
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§ 6034a. Incorporated protected cells
(a)A protected cell of a sponsored captive insurance company may be formed as an incorporated protected cell as defined in subdivision 6032(2) of this title.
(b)Subject to the prior written approval of the sponsored captive insurance company and of the Commissioner, an incorporated protected cell shall be entitled to enter into contracts and undertake obligations in its own name and for its own account. In the case of a contract or obligation to which the sponsored captive insurance company is not a party, either in its own name and for its own account or on behalf of a protected cell, the counterparty to the contract or obligation shall have no right or recourse against the sponsored captive insurance company and its assets other than against assets properly attributable to the incorporated protected cell that is a party to the contract or obligation.
(c)The articles of incorporation or articles of organization of an incorporated protected cell shall refer to the sponsored captive insurance company for which it is a protected cell and shall state that the protected cell is incorporated or organized for the limited purposes authorized by the sponsored captive insurance company’s license. A copy of the prior written approval of the Commissioner to add the incorporated protected cell, required by subdivision 6034(8) of this title, shall be attached to and filed with the articles of incorporation or the articles of organization.
(d)(1) An incorporated protected cell formed or established prior to May 8, 2023 shall have its own distinct name or designation, which shall include the words “Incorporated Cell” or the abbreviation “IC” or, in the alternative, such incorporated protected cell may instead choose to have its own distinct name or designation consistent with the naming conventions in subdivisions (2)(A)–(C) of this subsection, as applicable. The provisions of 11A V.S.A. chapter 4 and 11B V.S.A. chapter 4 shall not apply to the naming of incorporated protected cells.
(2)An incorporated protected cell formed or established on or after May 8, 2023 shall have its own distinct name or designation as follows:
(A)If the incorporated protected cell is formed or established as a corporation, mutual corporation, or nonprofit corporation, its name or designation shall include the words “Incorporated Cell” or the abbreviation “IC.” The provisions of 11A V.S.A. chapter 4 and 11B V.S.A. chapter 4 shall not apply to the naming of such incorporated protected cell.
(B)If the incorporated protected cell is formed or established as a limited liability company, its name or designation shall include the word “Cell.” In addition, 11 V.S.A. § 4005 shall apply to the naming of such incorporated protected cell.
(C)If the incorporated protected cell is formed or established as a reciprocal insurer, its name or designation shall include the word “Cell.” In addition, subdivision 4834(1) of this title shall apply to the naming of such incorporated protected cell.
(e)It is the intent of the General Assembly under this section to provide sponsored captive insurance companies, including those licensed as special purpose financial insurance companies under subchapter 4 of this chapter, with the option to establish one or more protected cells as a separate corporation, mutual corporation, nonprofit corporation, limited liability company, or reciprocal insurer. This section shall not be construed to limit any rights or protections applicable to protected cells not established as corporations, mutual corporations, nonprofit corporations, limited liability companies, or reciprocal insurers. (Added 2011, No. 21, § 23; amended 2011, No. 78 (Adj. Sess.), § 36, eff. April 2, 2012; 2013, No. 29, § 50, eff. May 13, 2013; 2013, No. 103 (Adj. Sess.), § 8, eff. April 14, 2014; 2015, No. 20, § 5, eff. May 7, 2015; 2017, No. 12, § 9, eff. May 1, 2017; 2019, No. 110 (Adj. Sess.), § 10, eff. June 15, 2020; 2023, No. 12, § 3, eff. May 8, 2023.)