H-1354

AN ACT Relating to the filing of corporate documents by insurance companies, health care service contractors, and health maintenance organizations; amending RCW 48.06.060, 48.06.200, and 48.07.070; adding a new section to chapter 23.86 RCW; adding a new section to chapter 23B.01 RCW; adding a new section to chapter 23B.02 RCW; adding new sections to chapter 23B.04 RCW; adding a new section to chapter 23B.10 RCW; adding a new section to chapter 23B.14 RCW; adding a new section to chapter 23B.15 RCW; adding new sections to chapter 24.03 RCW; adding new sections to chapter 24.06 RCW; adding new sections to chapter 25.15 RCW; and adding a new section to chapter 48.02 RCW.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

Sec. 1. RCW 48.06.060 and 1947 c 79 s .06.06 are each amended to read as follows:

Upon the filing of the bond required by RCW 48.06.110 after notice by the commissioner, the commissioner shall:

(1) File the articles of incorporation of the proposed incorporated insurer or other corporation ((~~with the secretary of state,~~)); and

(2) Issue to the applicant a solicitation permit.

Sec. 2. RCW 48.06.200 and 1981 c 302 s 37 are each amended to read as follows:

(1) This section applies to insurers incorporated in this state, but no insurer heretofore lawfully incorporated in this state is required to reincorporate or change its articles of incorporation by reason of any provisions of this section.

(2) The incorporators shall be individuals who are United States citizens, of whom two-thirds shall be residents of this state. The number of incorporators shall be not less than five if a stock insurer, nor less than ten if a mutual insurer.

(3) The incorporators shall execute articles of incorporation in ((~~triplicate and~~)) duplicate, acknowledge their signatures thereunto before an officer authorized to take acknowledgments of deeds, and file both copies with the commissioner.

(4) After approval of the articles by the commissioner, one copy shall be filed ((~~in the office of the secretary of state, another~~)) in the office of the commissioner((,)) and the ((~~third~~)) other copy shall be ((~~retained by~~)) returned to the insurer.

(5) The articles of incorporation shall state:

First: The names and addresses of the incorporators.

Second: The name of the insurer. If a mutual insurer the name shall include the word "mutual."

Third: (a) The objects for which the insurer is formed;

(b) whether it is a stock or mutual insurer, and if a mutual property insurer only, whether it will insure on the cash premium or assessment plan;

Fourth: If a stock insurer, the amount of its capital, the aggregate number of shares, and the par value of each share, which par value shall be not less than ten dollars, except that after the corporation has transacted business as an authorized insurer in the state for five years or more, its articles of incorporation may be amended, at the option of its stockholders, to provide for a par value of not less than one dollar per share. If a mutual insurer, the maximum contingent liability of its policyholders for the payment of its expenses and losses occurring under its policies.

Fifth: The duration of its existence, which may be perpetual.

Sixth: The names and addresses of the directors, not less than five in number, who shall constitute the board of directors of the insurer for the initial term, not less than two nor more than six months, as designated in the articles of incorporation.

Seventh: The name of the city or town of this state in which the insurer's principal place of business is to be located.

Eighth: Other provisions not inconsistent with law as may be deemed proper by the incorporators.

Sec. 3. RCW 48.07.070 and 1985 c 364 s 4 are each amended to read as follows:

(1) Unless a vote of a greater proportion of directors or shares is required by its articles of incorporation, amendments to the articles of incorporation of a domestic insurer or a domestic insurance holding corporation shall be made by a majority vote of its board of directors and the vote or written assent of a majority of its voting capital stock, or two-thirds of the members (if a mutual insurer) voting at a valid meeting of members.

(2) The president and secretary of the insurer shall, under the corporate seal, certify the amendment in ((~~triplicate~~)) duplicate, and file ((it)) both copies in the office((s)) of the ((~~secretary of state, the commissioner, and the insurer,~~)) commissioner as required under this code for original articles of incorporation. Thereupon, subject to the requirements of RCW 48.08.010 relative to increase of capital stock of a stock insurer, the amendment shall become effective.

NEW SECTION. Sec. 4. A new section is added to chapter 23.86 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 5. A new section is added to chapter 23B.01 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 6. A new section is added to chapter 23B.02 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 7. A new section is added to chapter 23B.04 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 8. A new section is added to chapter 23B.04 RCW to read as follows:

For those corporations that intend to apply for:

(1) A certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter a corporation may register or reserve a corporate name, the registration or reservation shall be filed with the insurance commissioner rather than the secretary of state. The secretary of state and insurance commissioner shall cooperate with each other in registering or reserving a corporate name so that there is no duplication of the name.

NEW SECTION. Sec. 9. A new section is added to chapter 23B.10 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 10. A new section is added to chapter 23B.14 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 11. A new section is added to chapter 23B.15 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 12. A new section is added to chapter 24.03 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 13. A new section is added to chapter 24.03 RCW to read as follows:

For those corporations that intend to apply for:

(1) A certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

NEW SECTION. Sec. 14. A new section is added to chapter 24.06 RCW to read as follows:

For those corporations that have:

(1) A certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Received a registration, are applying for, or intend to apply for registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 15. A new section is added to chapter 24.06 RCW to read as follows:

For those corporations that intend to apply for:

(1) A certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW;

(2) Registration from the insurance commissioner as a health care service contractor under chapter 48.44 RCW; or

(3) Registration from the insurance commissioner as a health maintenance organization under chapter 48.46 RCW;

NEW SECTION. Sec. 16. A new section is added to chapter 25.15 RCW to read as follows:

For those corporations that have received a registration, are applying for, or intend to apply for registration from the insurance commissioner as:

(1) A health care service contractor under chapter 48.44 RCW; or

(2) A health maintenance organization under chapter 48.46 RCW;

whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.

NEW SECTION. Sec. 17. A new section is added to chapter 25.15 RCW to read as follows:

For those corporations that intend to apply for registration from the insurance commissioner as:

(1) A health care service contractor under chapter 48.44 RCW; or

(2) A health maintenance organization under chapter 48.46 RCW;

NEW SECTION. Sec. 18. A new section is added to chapter 48.02 RCW to read as follows:

Whenever any documents are filed with the insurance commissioner which affect a corporate or company name, the insurance commissioner shall immediately notify the secretary of state of the filing. If any other action is taken by the insurance commissioner which affects a corporate or company name, the insurance commissioner shall immediately notify the secretary of state of the action. The insurance commissioner shall cooperate with the secretary of state to ascertain that there is no duplication of corporate or company names.