§ 25.22. All dividends and other distributions.
(a) Under section 1404(e) of the act (40 P. S. § 991.1404(e)) a registered insurer is required to report to the Department all dividends and other distributions to shareholders within 5 business days following the declaration thereof and at least 10 days, commencing from the date of receipt by the Department, prior to payment thereof. The report shall include the information set forth in section 1404(e) of the act and subsection (c)(1)—(6) except that the information set forth in subsection (c)(6) is not required for dividends other than dividends reported under section 1405(b) of the act (40 P. S. § 991.1405(b)) and dividends and other distributions filed under section 337.8 of the act (40 P. S. § 459.8).
(b) Under section 337.8 of the act a domestic insurance company, association or exchange may pay dividends and other distributions to shareholders only out of unassigned funds as defined in section 337.8(e) of the act or upon approval of the Commissioner. Information filed with the Commissioner under section 337.8 of the act shall include the information set forth in subsection (c)(1)—(6).
(c) Requests for approval of extraordinary dividends or another extraordinary distribution to shareholders under section 1405(b) of the act shall include the following:
(1) The amount of the proposed dividend or other distribution.
(2) The date established for payment of the dividend or other distribution.
(3) A statement as to whether the dividend or other distribution is to be in cash or other property and, if in property, a description thereof, its cost and its fair market value together with an explanation of the basis for valuation.
(4) A copy of the calculations determining that the proposed dividend or other distribution is or is not extraordinary. The work paper shall include the following information with respect to the domestic insurer:
(i) The amounts, dates and form of payment of all dividends and other distributions made within the previous 12 consecutive months ending on the date fixed for payment of the proposed dividend and commencing on the day after the same day of the same month in the last preceding year.
(ii) Surplus, total capital and surplus, as of the 31st day of December next preceding.
(iii) The net income for the 12-month period ending the 31st of December next preceding.
(5) A statement demonstrating the transaction’s compliance with section 1405(d) of the act by describing the effect of the proposed dividend or other distribution upon the insurer’s surplus and the reasonableness of surplus in relation to the insurer’s outstanding liabilities and the adequacy of surplus relative to the insurer’s financial needs.
(6) A balance sheet and statement of income for the period intervening from the last annual statement filed with the Commissioner and the end of the month preceding the month in which the request for dividend or other distribution approval is submitted.
(d) Reports of dividends and other distributions under this section shall include on the top of the first page the phrase: ‘‘Notice of Dividend or Other Distribution’’ and the name of the insurer.
(e) The insurer shall report changes in information furnished under subsection (c) within 15 days after the end of a month in which the dividend or other distribution is paid. If the dividend or other distribution is required to be reported on Form B located in Appendix A, the insurer shall report the changes as an amendment to Form B. If the dividend or other distribution is not subject to a Form B filing, the report of changes shall state on the top of the first page the phrase: ‘‘Change No. (insert number) to,’’ and shall include the date of the change, date of declaration, amount paid, payment date, form of payment and the nature of and reason for the change.
(f) An insurer may not pay a dividend or other distribution under sections 337.8 or 1405(b) of the act if a material change occurs in the information reported under this section unless the insurer has filed an amended report with the Department at least 30 days prior to paying the dividend or other distribution, or a shorter period the Department may permit, and the Department has not disapproved the amended report within that time period.
Authority The provisions of this § 25.22 issued under Article XIV of The Insurance Company Law of 1921 (40 P. S. § § 991.1401—991.1413); amended under section 337.8 and Article XIV of The Insurance Company Law of 1921 (40 P. S. § § 459.8 and 991.1401—991.1413); and sections 206, 506, 1501 and 1502 of The Administrative Code of 1929 (71 P. S. § § 66, 186, 411 and 412).
Source The provisions of this § 25.22 adopted September 3, 1993, effective September 4, 1993, 23 Pa.B. 4216; amended August 10, 2001, effective August 11, 2001, 31 Pa.B. 4406; amended May 16, 2014, effective June 16, 2014, 44 Pa.B. 2851. Immediately preceding text appears at serial pages (281690) to (281692).
Cross References This section cited in Pa. Code § 25.17 (relating to annual registration of insurers—statement of policy); and 31 Pa. Code Appendix A, Form B (relating to insurance holding company system annual registration statement).
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