Procedure for Increase in Capital Stock of Louisiana Domiciled Insurers

Increases in capital stock for a Louisiana domiciled insurer must be done in compliance with La.R.S.22:85.

The increase in capital stock must be authorized by a two-thirds vote of the Board of Directors of the insurer and ratified by a two-thirds vote of the shareholders.   The meeting of the shareholders must be called for the specific purpose of increasing the capital stock and notice of the meeting must be published in the official journal of the parish of domicile for no less than once a week for four consecutive weeks prior to the meeting.  The public notice requirement may be waived by unanimous written consent of the shareholders.

After the above indicated meetings and votes the company must submit to the LDI the following:

• An Affidavit of Publication of Public Notice completed by an authorized representative of the official journal of the parish of domicile of the insurer OR a unanimous written consent signed by all shareholders waiving the requirement for the public notice.
• A certificate setting forth the amount of the increase and the fact of the increase.This certificate must be signed by the president, secretary and a majority of the board of directors of the domestic insurer.
• An authentic act setting forth the amendment.
• A copy of the minutes of the meeting of the shareholder at which the increase was adopted. These minutes must be certified by the secretary of the corporation and include a statement that the amendments were adopted by a vote of not less than two-thirds of those voting.

If the LDI finds the amendments are compliant with the applicable laws, the document will be approved for recordation and returned to the submitter for recordation in the office of the recorder of mortgages (generally the Clerk of Court) in the parish of domicile of the corporation.

The amendments to the Articles of Incorporation for an insurer are not filed with the Louisiana Secretary of State.

Once the document is recorded in the office of the recorder of mortgages in the parish of domicile, the filer must obtain two copies of the document certified by that office and submit both certified documents to the LDI along with a fee of $25. The LDI will then record the amendments.

All subscriptions of the increased must be paid in cash or qualifying assets as defined in within one year after the stockholder meeting where the increase was approved.