(a) Every insurer authorized to do business in the Territory and is a member of an insurance holding company system shall register with the Commissioner, except a foreign insurer subject to registration requirements and standards adopted by statute or regulation in the jurisdiction of its domicile which are substantially similar to those contained in:
(1) this section;
(2) sections 326(a)(1), 326(b), 326(d); and
(3) either section 326(a)(2) or a provision such as the following:
(A) Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions not more than 15 days after the end of the month in which it learns of each change or addition.
(B) Any insurer subject to registration under this section shall register no later than 90 days after the effective date of this chapter or 15 days after it becomes subject to registration, whichever is later, and annually thereafter by March 15th of each year for the previous calendar year ending December 31st, unless the Commissioner for good cause shown extends the time for registration, and then within the extended time.
(C) The Commissioner may require any insurer authorized to do business in the state which is a member of an insurance holding company system, and which is not subject to registration under this section, to furnish a copy of the registration statement, the summary specified in subsection (c) or other information filed by the insurance company with the insurance regulatory authority of its domiciliary jurisdiction.
(b) Every insurer subject to registration shall file the registration statement with the Commissioner on a form and in a format prescribed by the NAIC and must contain the following current information:
(1) the capital structure, general financial condition, ownership and management of the insurer and any person controlling the insurer;
(2) the identity and relationship of every member of the insurance holding company system;
(3) the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the insurer and its affiliates:
(A) loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates;
(B) purchases, sales or exchange of assets;
(C) transactions not in the ordinary course of business;
(D) guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the insurer’s assets to liability, other than insurance contracts entered into in the ordinary course of the insurer’s business;
(E) all management agreements, service contracts and all cost-sharing arrangements;
(F) reinsurance agreements;
(G) dividends and other distributions to shareholders; and
(H) consolidated tax allocation agreements;
(4) any pledge of the insurer’s stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system;
(5) if requested by the Commissioner, the insurer shall include financial statements of or within an insurance holding company system, including all affiliates. Financial statements may include but are not limited to annual audited financial statements filed with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer required to file financial statements pursuant to this paragraph may satisfy the request by providing the Commissioner with the most recently filed parent corporation financial statements filed with the SEC;
(6) other matters concerning transactions between registered insurers and any affiliates as may be included from time to time in any registration forms adopted or approved by the Commissioner;
(7) statements that the insurer’s board of directors is responsible for and oversees corporate governance and internal controls and that the insurer’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; and
(8) any other information required by the Commissioner by regulations.
(c) All registration statements must contain a summary outlining all items in the current registration statement representing changes from the prior registration statement.
(d) No information need be disclosed on the registration statement filed pursuant to subsection (b) if the information is not material for the purposes of this section. Unless the Commissioner by rule, regulation or order provides otherwise sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent or less of an insurer’s admitted assets as of the 31st day of December next preceding are not material for purposes of this section.
(e) Subject to section 326(b), each registered insurer shall report to the Commissioner all dividends and other distributions to shareholders within 15 business days following the declaration of dividends.
(f) Any person within an insurance holding company system subject to registration is required to provide complete and accurate information to an insurer, where the information is reasonably necessary to enable the insurer to comply with the provisions of this chapter.
(g) The Commissioner shall terminate the registration of any insurer that demonstrates that it no longer is a member of an insurance holding company system.
(h) The Commissioner may require or allow two or more affiliated insurers subject to registration to file a consolidated registration statement.
(i) The Commissioner may allow an insurer that is authorized to do business in the Territory and is part of an insurance holding company system to register on behalf of any affiliated insurer is required to register under subsection (a) and to file all information and material required to be filed under this section.
(j) The provisions of this section are not applicable to any insurer, information or transaction if and to the extent that the Commissioner by rule, regulation or order exempts the same from the provisions of this section.
(k) Any person may file with the Commissioner a disclaimer of affiliation with any authorized insurer or a disclaimer may be filed by the insurer or any member of an insurance holding company system. The disclaimer must fully disclose all material relationships and bases for affiliation between the person and the insurer as well as the basis for disclaiming the affiliation. A disclaimer of affiliation is deemed to have been granted unless the Commissioner, within 30 days following receipt of a complete disclaimer, notifies the filing party the disclaimer is disallowed. If there is a disallowance, the disclaiming party may request an administrative hearing, which must be granted. The disclaiming party must be relieved of its duty to register under this section if approval of the disclaimer has been granted by the Commissioner, or if the disclaimer is considered to have been approved.
(l) The ultimate controlling person of every insurer subject to registration shall also file an annual enterprise risk report. The report must, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. The report must be filed with the lead state commissioner of the insurance holding company system as determined by the procedures within the Financial Analysis Handbook adopted by the NAIC.
(m) Failure to file a registration statement or any summary of the registration statement or enterprise risk filing required by this section within the time specified for filing is a violation of this section.