Chapter 401: Incorporation and Powers of Insurance Companies

Subject to the additional or varied requirements stated in this chapter, a corporation with capital stock may be formed, pursuant to the provisions of RSA 293-A, and a corporation to carry on business on the mutual plan may be formed pursuant to the provisions of RSA 292, for the purpose of conducting the following kinds of insurance business:

I. On property and rents and use and occupancy, against loss or damage by fire, smoke, smoke smudge, and lightning (whether such loss or damage is caused by burning or otherwise); against loss or damage by earthquake, hail, flood, rain, or drought, rising of the waters of the ocean or its tributaries, windstorm, or other action of the elements; against loss or damage from insects, diseases, or other causes to trees, crops, or other products of the soil; explosion (other than the explosion of steam boilers or flywheels); riot, strike, or civil commotion; war, sabotage, bombardment, invasion, military or usurped power; vandalism or malicious mischief; impact by aircraft or vehicles; breakage or leakage of water pipes or other conduits or containers or against loss or damage by water entering through leaks or openings in buildings; breakage or leakage of apparatus erected for extinguishing fires and on such apparatus against loss or damage by accidental injury and against liability of the insured for loss or damage to property caused thereby.

II. On vessels, aircraft, cars or other vehicles, freight, goods, money, effects, and money loaned on bottomry and respondentia, against loss or damage from the perils of the sea and other perils usually insured against by marine insurance, or from the risk of inland navigation and transportation; and all personal property floater risks; and on motor vehicles and aircraft, excluding the liability of the insured for the death, injury, or disability of another person arising out of the ownership, maintenance, or use of motor vehicles, and aircraft, their fittings and contents and use and occupancy, against loss or damage from accident, collision, theft, or other casualty, and against liability of the owner or user thereof for injury or damage to property caused thereby.

III. On the lives of persons and every insurance pertaining thereto or connected therewith, including endowments, and to grant, purchase, or dispose of annuities, including variable annuities.

IV. Against bodily injury or death by accident, and against disablement resulting from sickness and every insurance pertaining thereto, including quarantine and identification; or providing for the mental and emotional welfare of an individual and members of his family by defraying the costs of legal services.

V. Against the liability of the insured for the death or disability or damage to property of another and on motor vehicles and aircraft, their fittings and contents and use and occupancy, against loss or damage from accident, collision, fire, theft or other casualty.

VI. On property and rents and use and occupancy, against loss or damage and against liability of the insured therefor from explosions of steam boilers, tanks, and engines, their connection and machinery connected therewith, and breakage of flywheels and machinery and glass, and to make inspections thereof; and against loss of or damage to any property resulting from burglary, theft, larceny, robbery, forgery, fraud, vandalism, malicious mischief, confiscation or wrongful conversion, disposal or concealment by any person or persons, or from any attempt at any of the foregoing and against loss or damage from collision and against loss or damage from breakage of glass.

VII. Insurance of the performance of contracts and to guarantee the fidelity and the faithful discharge of duties of persons holding positions of trust in private or public employment or responsibility, and may, if accepted and approved by the superior court, obligee or person competent to approve such bond, act as joint or sole surety upon the official bond or the bond, recognizance or other undertaking in civil and criminal procedure of any person or corporation to the United States, to the state, or to any county, city, town, judge of probate, or other court, sheriff, magistrate or other public officer, or to any corporation or association public or private; and also may act as joint or sole surety upon any bond or undertaking to any person or corporation or to the state conditioned upon the performance of any duty or trusts, or for the doing or not doing of anything in said bond specified, and upon bonds to indemnify against loss any person or persons who are responsible as surety or sureties upon a written instrument or otherwise for the performance by others of any office, employment, contract or trust. If by law 2 or more sureties are required upon any obligation upon which such company is authorized to act as surety, it may act as joint or sole surety thereon, and may be accepted as such by the court, justice, magistrate or other officer or person authorized to approve the sufficiency of such bond or undertaking. The insurance commissioner shall transmit forthwith to each clerk, to the clerk of each district and municipal court, to each clerk of the superior court and the clerk of the supreme court, the names of all corporate surety companies as they become or cease to be qualified to do business in the state.

VIII. Other casualty risks. Insurance against any other casualty risk not otherwise specified under paragraph V, which may lawfully be the subject of insurance, if such insurance is not disapproved by the commissioner as being contrary to law or public policy.

I. Any corporation formed or authorized for the purpose of conducting one or more of the kinds of insurance found in RSA 401:1, or licensed or authorized pursuant to RSA 405, shall be permitted to conduct other kinds of insurance not enumerated in RSA 401:1 as the commissioner may permit by rule pursuant to paragraph II below.

II. If the commissioner determines that there exists a kind of insurance which is not enumerated in RSA 401:1 and such kind of insurance is properly the subject of insurance, and is in the public interest, the commissioner may by rule adopted under RSA 541-A permit corporations to conduct said kind or kinds of insurance as miscellaneous insurance. Corporations may conduct miscellaneous insurance in combination with one or more other kinds of insurance specified in RSA 401:1 as permitted by the commissioner. However, no corporation shall conduct a kind of miscellaneous insurance unless that kind of miscellaneous insurance has been specifically permitted by the commissioner.

III. An insurance company or other insurer need not have its physical license or authorization amended to permit it to write a kind of miscellaneous insurance provided the company or other insurer has been notified by the commissioner of a decision made pursuant to paragraph II.

For the formation of such a corporation there shall be not less than 10 incorporators, who shall be residents of this state.

Such a corporation may have a capital stock or may do business on the mutual plan. No such mutual corporations shall be incorporated after the first of July, 1969, to transact any kinds of insurance business on the assessment plan requiring as a condition for granting insurance the signing of a premium deposit note by the insured, which note is given for the purpose of establishing a limit of liability to assessment. Any such company currently licensed and operating on such plans shall be restricted to the lines of business in which it was engaged on July 1, 1969, provisions of RSA 401:7 notwithstanding.

All stock companies organized on or after January 1, 2026, under the provisions of this chapter shall have a paid-up capital of at least $3,000,000. Stock companies organized prior to January 1, 2026, shall have and at all times maintain paid up capital of not less than the minimum capital required for the point in time at which the company was organized.

Articles of agreement of such a stock or mutual company may provide for the transaction of any combinations of 2 or more kinds of insurance authorized by RSA 401:1 except that specified by paragraph III of said section which may only be combined with insurance specified in paragraph IV or V, or both. The articles of agreement of a mutual company issuing assessable policies may not provide for the transaction of any but the following combinations of business: That specified in paragraph I of RSA 401:1 with that specified in paragraph II; That specified in paragraphs III, IV, and V or any 2 of said paragraphs; That specified in paragraphs IV, V, VI, and VII or in any 2 or more of said paragraphs, unless such company shall have and maintain a policyholders' surplus of at least $400,000.

The articles of agreement shall be submitted to the insurance commissioner, who shall examine same. The commissioner shall not approve the articles of agreement of a company 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; (4) the actuarial projections, policy forms, rates, dividends, commissions, and other expenses contemplated as well as reinsurance, market and taxes are sound and reasonable; and (5) the articles of agreement otherwise comply with the law. Upon satisfying himself that the foregoing requirements have been met, the commissioner shall so certify by an endorsement upon said articles of agreement, which shall then be recorded in accordance with the provisions of RSA 293-A:1.20 and RSA 293-A:2.02 provided that copies of the original documents filed with the secretary of state shall also be filed with the insurance commissioner.

Any insurance company organized under the laws of the state, whether by special charter or under the general law, shall be entitled to amend its charter or articles of incorporation, so as to acquire the authority to do any or all kinds of insurance business which corporations organized under the provisions of this chapter are authorized to do, and may otherwise amend its charter or articles, in any manner not inconsistent with this chapter, by a majority vote of all its stock, or, if a mutual company, by a majority vote of those members present and voting, at a meeting called for that purpose. Any such company may, with approval of the commissioner, increase or reduce its capital stock and, subject to the limitations hereinafter provided, may change the par value of the shares of its capital stock at a meeting called for the purpose, by vote of its stockholders as provided by RSA 293-A:10.01 through RSA 293-A:10.09. The par value of the shares of stock of any such company now outstanding or hereafter issued may be such an amount as the commissioner may approve.

All proposed amendments, duly certified to by the president and secretary of such company, shall be submitted to the commissioner for examination and endorsement of approval in the same manner as provided by this chapter as to the original articles of agreement. Copies of all documents required by this section to be submitted to the commissioner shall be filed with him.

Such articles of amendment shall thereupon be recorded as provided in RSA 401:6, and shall then be deemed to be part of the charter or articles of the company.

Insurance corporations organized under the laws of this state, whether by special charter or by the general law, shall be subject to only those provisions of the laws relating to corporations in general that are not inconsistent with the provisions of Title XXXVII, the insurance code.

I. Subject to the approval of the insurance commissioner as provided by law, any insurance corporation organized under the laws of this state, whether by special charter or under the general law, except mutual insurance companies, may merge or consolidate with any other corporation or corporations in the manner provided in RSA 293-A.

II. Subject to the approval of the insurance commissioner of the plan of merger, any mutual insurance company or other voluntary insurance corporation organized under the laws of this state, whether by special charter or under general law, may merge or consolidate with any like corporation or corporations in the manner provided in RSA 292 and by a majority vote of those members voting in person or by proxy at a meeting called for that purpose.

In lieu of the provisions of RSA 293-A:8.40(c), every insurer subject to this chapter may have and continuously maintain in this state a clerk who shall be the registered agent of the insurer and who shall be an individual resident of this state whose residence or business office shall be the registered office of the insurer.

I. The officers of an insurer who is subject to the provisions of this chapter shall consist of a president, a clerk or secretary who shall be the agent for service of process, and a treasurer, each of whom shall be elected by the board of directors at a time and in a manner as may be prescribed by the bylaws. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the bylaws. Any 2 or more offices may be held by the same person.

II. All officers and agents of the insurer, as between themselves and the insurer, shall have the authority to perform the duties in the management of the insurer as may be provided in the bylaws, or as may be determined by resolution of the board of directors not inconsistent with the bylaws.

A copy of all restated articles of incorporation to the extent they are adopted shall be filed with the insurance department.

Corporations subject to regulation by the insurance commissioner shall not be subject to the requirements of RSA 293-A:4.01(a)(1) pertaining to the designation of the corporate status and the corporate name but shall be subject to all other provisions of RSA 293-A:4.01, except that any filings, including trade names, shall be subject to the examination by and approval of the insurance commissioner before filing with the secretary of state.

I. The reservation of the name of an insurer, including trade names, shall be made by filing an application, executed by the applicant with the insurance commissioner to reserve a specified name, and by paying a fee as set by RSA 400-A:29. If the commissioner finds that the name is available for use, he shall reserve the name for the exclusive use of the applicant for a period of 120 days.

II. The right to the exclusive use of a specified name, including trade names, so reserved may be transferred to any other person or corporation by filing, with the office of the insurance commissioner, a request for the transfer, executed by the applicant for whom the name was reserved, by specifying the name and address of the transferee and other information as required by the insurance commissioner and by paying a fee equal to the original application fee.

Unless otherwise expressly approved by the commissioner, all insurance companies or other insurers subject to this chapter shall have perpetual existence.

The maximum net amount of risk which may be retained by a property and liability company for an individual risk shall be no greater than 10 percent of the company's capital and surplus.