§ 6034h.
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§ 6034h. Conversion into protected cell
(a)(1) Subject to the prior written approval of the Commissioner, a captive insurance company domiciled in this State and organized as an agency captive insurance company, association captive insurance company, industrial insured captive insurance company, pure captive insurance company, risk retention group, or special purpose financial insurance company may be converted into an unincorporated protected cell.
(2)Any such conversion shall be subject to subchapters 1 and 4 of this chapter, as applicable, as well as to a plan or plans of operation approved by the Commissioner, without affecting the converted entity’s assets, rights, benefits, obligations, or liabilities.
(b)Any such conversion shall be deemed for all purposes to be a continuation of such converted entity’s existence together with all of its assets, rights, benefits, obligations, and liabilities as a new protected cell. Any such conversion shall be deemed to occur without any transfer or assignment of any such assets, rights, benefits, obligations, or liabilities and without the creation of any reversionary interest in, or impairment of, any such assets, rights, benefits, obligations, and liabilities.
(c)Any such conversion shall not be construed to limit any rights or protections applicable to any converted entity under this subchapter or under subchapter 1 or 4 of this chapter, as applicable, that existed immediately prior to the date of such conversion.
(d)(1) Any entity converting into a protected cell pursuant to this section shall perform such conversion in accordance with:
(A)the provisions of 11A V.S.A. chapter 11 if the converted entity was a corporation;
(B)the provisions of 11 V.S.A. chapter 25, subchapter 10 if the converted entity was a limited liability company; or
(C)the provisions applicable to any other type of entity permissible under Vermont law if the converted entity was such an entity.
(2)As used in this subsection (d), a protected cell that is not an incorporated protected cell shall be considered an “organization” as that term is defined in 11A V.S.A. § 11.01 and 11 V.S.A. § 4141, an “other insurer” as that term is defined in 8 V.S.A. § 6020, and an “entity” as that term is defined in 11C V.S.A. § 102. (Added 2023, No. 110 (Adj. Sess.), § 2, eff. July 1, 2024.)