(a) Filing Requirements. Filing and other regulatory requirements for acquisitions, changes of control, or divestitures and certain other matters as specified in the Act, §823.153 and §823.154, are governed by the Act, §823.153 and §823.154. For purposes of this subsection, a domestic insurer as defined in the Act, §823.153, includes any person controlling a domestic insurer, including a commercially domiciled insurer, unless the person is, either directly or through its affiliates, primarily engaged in business other than the business of insurance. A change or substitution of an attorney-in-fact of a Lloyds' or reciprocal or interinsurance exchange is subject to the Act, §823.154. A failure to file complete and accurate information in all material respects is grounds for a denial by the commissioner under the Act, §823.157.
(b) Form and content of statement. The statement required by subsection (a) of this section (elsewhere referred to as acquisition or divestiture statement) must be made in accord with §7.209 of this title (relating to Form A), the acquisition or divestiture statement, §7.209(a) - (n) and §7.209(o), respectively. The acquiring party must provide additional financial information in form or substance as required by the commissioner which is material to the finding required by the Act, §823.157. Any financial information required under the Act, §823.203, may be waived by the commissioner if the information is not deemed material. No statement required by subsection (a) of this section will be deemed filed with the commissioner until the date all material required and sufficient to constitute a full statement has been provided.
(c) Partnerships and corporate filings. If the person required to file the acquisition statement is a partnership, limited partnership, syndicate, or other group, the commissioner may require that the information called for by §7.209 of this title be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls the partner or member. If any partner, member, or person is a corporation or if the person required to file the statement referred to in subsection (a) of this section is a corporation, the commissioner may require that the information called for by §7.209 be given with respect to the corporation and by each executive officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of the corporation.
(d) Amendment. If any material change occurs in the facts set forth in the acquisition or divestiture statement filed with the commissioner, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, must be filed with the commissioner and sent to the domestic insurer within two business days after the person learns of the change.
(e) Acquisition or divestiture of a domestic insurer as defined in subsection (a) of this section.
  (1) If the person being acquired or divested is a domestic insurer solely because of the provisions of subsection (a) of this section, the name of the domestic insurer on the cover page should be indicated as follows: "ABC Insurance Company, a subsidiary of XYZ Holding Company."
  (2) Where a domestic insurer as defined in subsection (a) of this section is being acquired or divested, references to "the insurer" contained in §7.209 of this title refer to both the domestic subsidiary insurer and the person being acquired or divested.
(f) Approval or denial by commissioner; hearings. All mergers, acquisitions, changes of control, or divestitures and other matters specified in the Act, §823.154, and mergers contemplated by Insurance Code §441.006, are subject to the Act, §823.157. The acquiring or divesting party has the burden of providing sufficient competent evidence for the commissioner to make the determinations required under the Act, §823.157.
(g) Notices; payment of expenses.
  (1) Notices, payments of expenses, and other matters specified in the Act, §823.156, must comport with that subsection.
  (2) All provisions of Insurance Code Chapter 823, and this subchapter relating to the timely mailing of a copy of the acquisition or divestiture statement, and relating to the timely mailing of a copy of a notice of hearing before the commissioner to an insurer, may be waived by the written unanimous consent of the insurer and the person or persons filing such acquisition or divestiture statement. The written waiver must acknowledge receipt of a copy of the acquisition or divestiture statement.
(h) Exemptions. The provisions of this section do not apply to transactions and other matters exempted under the Act, §823.164. A restructuring within an insurance holding company system which results in a direct or indirect change in control of a domestic insurer is subject to the Act, §823.164(h)(1). An acquisition of a voting security of a domestic insurer specified in the Act, §823.164(f)(1) and (2), must be disclosed by amendment to the registration statement as provided in §7.203(f) of this title (relating to Registration of Insurers). An acquisition of a voting security of a domestic insurer by a security holder controlling, directly and indirectly, 50 percent of the then issued and outstanding voting securities of the domestic insurer, is subject to the Act, §823.164(g). An acquisition of a voting security of an insurer domiciled in this state which is not subject to the Act, §823.154, by virtue of the Act, §823.153, is subject to the Act, §823.164(h)(2).
(i) Retention of control. For certain matters relating to retention of control and certain violations of the Act, see the Act, §823.163.
(j) Duty of insurer. Authorized insurers must notify the commissioner of control of, or of actions to acquire control of, an insurer as required by the Act, §823.161.
(k) Preliminary filings. Any acquisition or divestiture statement may be preliminarily filed with the commissioner to obtain a preliminary review by the commissioner. It must be clearly marked or designated as a preliminary filing. The preliminary filing must not invoke the requirements of this subchapter or Insurance Code Chapter 823, requiring that notice be given to the affected insurer involved. The preliminary filing will have no legal effect and does not constitute compliance with Insurance Code Chapter 823, and this subchapter. The commissioner is not bound by the preliminary review nor deemed to have in any manner approved the filing.
(l) Violations. The following are violations of this section:
  (1) the failure to file any statement, amendment, or other material required to be filed under this section; or
  (2) the effectuation of, or any attempt to effectuate, an acquisition, change of control of, divestiture, or merger with, a domestic insurer unless the commissioner has approved it.
(m) Additional violations. Each director or officer of an insurance company subject to these sections, or of an insurance holding company system subject to these sections, who knowingly and willfully violates, participates in, or assents to or who knowingly and willfully permits any of the officers, agents, or employees of the insurer or holding company system to engage in transactions or make investments that have not been properly reported or submitted under these sections or that knowingly and willfully violate these sections, is subject to administrative penalty under Insurance Code §§84.001-84.051.
(n) Additional sanctions. An entity that holds a certificate of authority granted by the department or the commissioner and that violates the Insurance Code is subject to the sanctions authorized under Insurance Code §§82.001-82.056.
(o) Producer-controlled property and casualty insurer.
  (1) For purposes of this section, a controlling producer, as defined in §7.202(a)(8) of this title (relating to Definitions), is subject to the filing requirements of the Act, in addition to the following requirements.
    (A) No acquisition of an insurer by a controlling producer in another state may be approved by the commissioner under the Act, §823.157, unless the acquiring party demonstrates, to the satisfaction of the commissioner, compliance with the requirements contained in subparagraph (B) of this paragraph.
    (B) Approval of the acquisition of an insurer by a controlling producer in another state may not be approved unless the following requirements are met.
      (i) Required contract provisions. A controlled insurer must not accept business from a controlling producer and a controlling producer must not place business with a controlled insurer unless there is a written contract between the controlling producer and the controlled insurer specifying the responsibilities of each party, which contract has been approved by the board of directors of the controlled insurer and which contains the following:
Cont'd...