Section 49 Formation of corporation - Massachusetts Statutes

Section 49. The company shall be formed in the manner described in and be subject to sections eleven, twelve and thirteen of chapter one hundred and fifty-six B, except as otherwise expressly provided in this chapter.

The name of the corporation shall be subject to approval by the commissioner and shall contain the word “insurance” or “assurance” or, if organized on the mutual plan, the words “mutual insurance” or “mutual assurance” or, if organized under the fifteenth clause of section forty-seven, the word “reinsurance”, and, if organized under the sixteenth clause of said section forty-seven or under the sixth and sixteenth clauses thereof, the word “life” or the words “variable annuity life”.

The agreement of association shall state the classes of insurance it proposes to transact and on what business plan or principle; and, if a mutual company, the amount of capital stock and the par value of shares shall be omitted.

At the first meeting, only the directors and such other officers as the by-laws require shall be chosen, and the president, secretary and such other officers as the by-laws authorize them to choose shall be chosen by the directors.

The president, secretary and a majority of directors shall execute and make oath to the articles of organization specified in section thirteen of said chapter one hundred and fifty-six B, which shall, with the records and by-laws of the company, be submitted to the commissioner, and he instead of the state secretary shall have the powers and perform the duties relative thereto specified in section six of said chapter one hundred and fifty-six B; provided, that the commissioner shall not approve the articles of organization of a company formed to transact business under any of the clauses of section forty-seven until he is satisfied, by such examination as he may make and such evidence as he may require, that: (1) the incorporators are of good repute and intend in good faith to operate the company; (2) the company has capable management; (3) the company has a reasonable prospect for success in the kind or kinds of business which it proposes to transact; and (4) the actuarial projections, policy forms, rates, dividends, commissions and other expenses contemplated, as well as reinsurance market and taxes are sound and reasonable. He shall execute a certificate of his findings in such form as he may prescribe, which shall be attached to the articles of organization prior to the filing thereof with the state secretary.

The fee to be paid to the state secretary by a stock company or a mutual company upon the filing of the articles of organization shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.