Section 33-41-5 - Incorporation(a) For purposes of this Code section, an incorporated protected cell, as defined in Article 2 of this chapter, shall be included in the definition of "captive insurance company."(a.1)(1) A pure captive insurance company or an agency captive insurance company may be incorporated as a stock insurer or organized as a manager-managed limited liability company.(2) An association captive insurance company, an industrial insured captive insurance company, a sponsored captive insurance company, or a risk retention group captive insurance company may be incorporated as a stock insurer, incorporated as a mutual insurer, or organized as a manager-managed limited liability company.(b)(1) Captive insurance companies formed as corporations pursuant to this chapter shall be subject to the provisions of Chapter 2 of Title 14, other applicable statutes, and the applicable provisions of this chapter. Such captive insurance companies are also subject to regulations promulgated hereunder, which the Commissioner has the authority to establish regarding the formation, organization, operations, merger, and dissolution of captive insurance companies formed as corporations. In the event of any conflict between statutes or regulations of this state that are applicable to such captive insurance companies, the provisions of this chapter or regulations promulgated hereunder shall control.(2) Captive insurance companies formed as limited liability companies pursuant to this chapter shall be subject to the provisions of Chapter 11 of Title 14, other applicable statutes, and the applicable provisions of this chapter. Such captive insurance companies are also subject to regulations promulgated hereunder, which the Commissioner has the authority to establish regarding the formation, organization, operations, merger, and dissolution of captive insurance companies formed as limited liability companies. In the event of any conflict between statutes or regulations of this state that are applicable to such captive insurance companies, the provisions of this chapter or regulations promulgated hereunder shall control.(3) Captive insurance companies shall be exempt from all applicable publishing and probate court certification requirements set forth in Title 14 or this title.(4) The provisions of Chapter 14 of this title shall not apply to captive insurance companies except as specifically set forth herein or by the Commissioner through regulation.(c)(1)(A) To form a captive insurance company in this state, formation documents and a fee of $100.00 shall be submitted to the Commissioner, who shall pay such fee into the state treasury. The Commissioner shall examine the formation documents to determine whether such documents will enable the captive insurance company to comply with the applicable insurance laws of this state; and, if the Commissioner finds that the formation documents, if approved, will enable the captive insurance company to do so, the Commissioner shall issue under his or her hand and official seal a certificate approving the formation documents and shall transmit a copy of such documents and the certificate of approval to the Secretary of State for recording.(B) The articles of incorporation of a captive insurance company must be signed by the incorporator and shall contain the following: (i) The name of the captive insurance company;(ii) The number of shares the captive insurance company is authorized to issue, which must be greater than zero;(iii) The street address and county of the initial registered office and the name of the initial registered agent at that office;(iv) The name and address of each incorporator, of which there must be at least one;(v) The street address of the captive insurance company's principal office;(vi) The number of directors, which number shall not be less than three, who shall conduct the affairs of the captive insurance company; and(vii) Such other provisions not inconsistent with law deemed appropriate by the incorporator.(C) The articles of organization of a captive insurance company must be signed by the organizer and must contain the following: (i) The name of the captive insurance company;(ii) The street address and county of the initial registered office and the name of the initial registered agent at that office;(iii) The name and address of each organizer, of which there must be at least one;(iv) The street address of the captive insurance company's principal office;(v) The number of managers, which number shall not be less than three, who shall conduct the affairs of the captive insurance company; and(vi) Such other provisions not inconsistent with law deemed appropriate by the organizer.(2) All corporate powers and privileges to captive insurance companies shall be issued and granted by the Secretary of State upon the terms, liabilities, and restrictions of and subject to this title and the laws and Constitution of this state. If for any reason the Secretary of State is disqualified or unable to issue or grant said powers, the duties required by this chapter, or regulations promulgated hereunder, to be performed by the Secretary of State shall be performed by the Commissioner.(3) When the certificate of the Commissioner as to his or her approval of the formation documents have been received in the office of the Secretary of State, the Secretary of State shall issue to the captive insurance company under the seal of this state a certificate of incorporation or organization. The captive insurance company shall not transact business as an insurer until it has applied for and received from the Commissioner a certificate of authority as provided by this chapter.(d)(1) A captive insurance company may amend its formation documents for any lawful purpose in accordance with the provisions of Chapter 2 of Title 14 if it is a corporation or Chapter 11 of Title 14 if it is a limited liability company.(2) The captive insurance company shall submit to the Commissioner any proposed amendment to its formation documents and a fee of $50.00, which the Commissioner shall transmit into the state treasury.(3) The Commissioner shall examine the proposed amendment to its formation documents to determine whether such documents will enable the captive insurance company to comply with the applicable insurance laws of this state; and, if the Commissioner finds that such documents, if approved, will enable the captive insurance company to do so, the Commissioner shall issue under his or her hand and official seal a certificate approving amended formation documents and shall transmit a copy of such documents and the certificate of approval to the Secretary of State for recording.(e)(1) A captive insurance company may merge with or into one or more business entities in accordance with the provisions of Chapter 2 of Title 14 if it is a corporation or Chapter 11 of Title 14 if it is a limited liability company, but shall submit to the Commissioner all required merger documents set forth therein.(2) The Commissioner shall examine all required merger documents to determine whether such documents will enable the captive insurance company to comply with the applicable insurance laws of this state; and, if the Commissioner finds that such documents, if approved, will enable the captive insurance company to do so, the Commissioner shall issue under his or her hand and official seal a certificate approving the merger documents and shall transmit a copy of such documents and the certificate of approval to the Secretary of State for recording.(f)(1) A captive insurance company that was formed as a stock corporation may elect to convert to a manager-managed limited liability company pursuant to Title 14, but shall submit to the Commissioner all required conversion documents set forth therein and a fee of $100.00, which the Commissioner shall transmit to the state treasury.(2) The Commissioner shall examine the required conversion documents to determine whether such documents will enable the captive insurance company to comply with the applicable laws of this state; and, if the Commissioner finds that such documents, if approved, will enable the captive insurance company to do so, the Commissioner shall issue under his or her hand and official seal a certificate approving the conversion documents and shall transmit a copy of such documents and the certificate of approval to the Secretary of State for recording.(g)(1) A captive insurance company may dissolve in accordance with the provisions of Chapter 2 of Title 14 if it is a corporation, or Chapter 11 of Title 14 if it is a limited liability company, but shall submit to the Commissioner all required dissolution documents set forth therein.(2) The Commissioner shall examine the required dissolution documents to determine whether such documents will enable the captive insurance company to dissolve in compliance with the applicable insurance laws of this state; and, if the Commissioner finds that such documents, if approved, will enable the captive insurance company to do so, the Commissioner shall issue under his or her hand and official seal a certificate approving the dissolution and shall transmit a copy of such documents and the certificate of approval to the Secretary of State for recording.(h) The effective date of each document set forth in this Code section, including but not limited to formation documents, amendments to formation documents, merger documents, conversion documents, and dissolution documents shall be: (1) The date on which the document is filed with the Commissioner; or(2) A date specified by the Commissioner, which shall not precede the date on which the document was filed with the Commissioner.Amended by 2019 Ga. Laws 186,§ 2-5, eff. 7/1/2019.Amended by 2017 Ga. Laws 246,§ 4, eff. 7/1/2017.Amended by 2016 Ga. Laws 611,§ 1, eff. 7/1/2016.