Articles of Incorporation Amendments for Texas Stock ...

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Articles of Incorporation Amendments for Texas Stock Property and Casualty or Life, Health, and Accident Insurance Companies

This form is used to amend the articles of incorporation for all stock insurance companies domiciled in Texas; fill out only the sections applicable to what is being amended in the charter.

An amended charter requires a filing fee of $125. More than one amendment would be considered a restatement and requires a $250 filing fee.

Requirements for a Capital Increase

? An increase in capital stock requires a charter amendment only if the authorized shares or par value is amended. Authorized shares are a quantitative ceiling value for all shares, an aggregate of common/preferred of any and all series. At any time, the Company's Balance Sheet must represent capital stock equal to or greater than 50% of the authorized shares at par value.

? Par value amounts cannot be less than $1 or greater than $100. Regardless of whether funds come externally or internally, the amount that capital stock increases must be at least $50,000 (for par value shares) or $250,000 (no par value shares).

? For external funding, submit documentation that validates that the funds are acceptable assets, unencumbered, etc. For internal funding, stock dividends must be paid from or consist of funds transferred from unassigned funds; changes in par value reflect funds from paid in/ contributed capital (SSAP 72).

? Stock dividends that do not require an amendment to authorized shares set forth in the charter require the filing of a board of directors' resolution. Certain stock transactions (stock splits, treasury stock, etc.) may or may not trigger an amendment to authorized shares or par value; however, certain chartering requirements (50% issued, etc.) may need to be verified. Stating this transaction as an amendment or even addendum to the articles can be beneficial to the Company, especially during financial examination times.

Please provide the following:

1. For internally funded capital increases requiring a charter amendment (increase/decrease authorized shares; changes in Par Value), please provide the following: a. $250 filing fee b. Charter amendment form

2. For externally funded capital increase requiring a charter amendment (increase/decrease authorized shares; changes in par value), please provide the following: a. $250 filing fee b. Charter amendment form c. Bank affidavit - an amendment to increase the capital must be accompanied by an affidavit, with the notarized signature of a bank officer where the funds are on deposit, as well as a copy of the deposit slip or certificate of deposit, stating: i. That the funds on deposit in the bank are the bona fide, unconditional and unencumbered property of the company insofar as the bank is concerned; and ii. That the bank has no knowledge of any claim against such funds by any person or organization other than the insurance company.

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Requirements for a Name Change, Home Office Change or Adding or Deleting a Line of Business

? In regards to name changes, home office changes, or even adding/deleting lines of business that impact the information on the charter document, the charter amendment form will be filed in conjunction with other information required as part of the uniform certificate of authority application corporate amendment. If approved for books and records to move out of state; home office should reflect physical location for service of process.

? A company proposing to change its name must also submit a name application form, along with the $100 filing fee, prior to seeking the charter amendment. The Company Licensing and Registration Office is required to publish the proposed name in the Texas Register as part of its efforts to determine if the proposed name is so similar to another entity as to confuse the public.

? If adding a line, submit UCAA Form 8 Questionnaire (Plan of Operation) and UCAA Form 13 Pro-Forma Financial Statements. If deleting a line, submit a copy of the Company's most recently filed financial statement, which must reflect that the Company no longer has insurance-related liabilities, supported by an affidavit from the President/CEO that it has no contingent liabilities. Also, submit evidence that the Company no longer has a license for the line it wishes to delete in any other jurisdiction.

Please provide the following:

1. Filing Fee a. $125 for amended articles of incorporation b. $250 for restatement of articles of incorporation; or c. $50 for amendment certificate of authority with no change in articles of incorporation

2. Charter amendment form 3. If applicable, for life and health companies, a name change endorsement that is to be filed with the Life/Health Division,

contact (512) 676-6889 for filing instructions (for name changes only). 4. UCAA Form 2C, corporate amendments application/application to amend certificate of authority. 5. UCAA Form 3C (if adding or deleting lines of business) 6. UCAA Form 8 (if adding or deleting lines of business) 7. UCAA Form 13 ( pro forma only needed if adding lines of business) 8. If deleting a line, the Company's most recently filed financial statement must reflect that the Company no longer has

insurance-related liabilities. Include an affidavit from the President/CEO that it has no contingent liabilities. Also, submit evidence that the Company no longer has a license for the line it wishes to delete in any other jurisdiction. 9. Original Certificate of Authority or a lost certificate of authority affidavit

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Articles of Incorporation Amendment / Charter Amendment Form

Property and Casualty

Life, Health and Accident

Company Name:

Name Change:

New Company Name:

Statutory Address: Principal Place of Business

Street Address: City

Service of Process (if books and records are out of state)

State

Zip Code

Change in Capital Structure:

Total Number of Authorized Shares: Par value Authorized Shares: Shares That Shall Have No-Par Value: Consideration Received for Issued Shares (consideration for no-par shares must be at least $250,000): Consideration Applicable to Capital Stock: Consideration Applicable to Paid-in Surplus:

Fill in the blanks to reflect the amount presently in the Articles of Incorporation and reflected in the most recent balance sheet:

Authorized

Number of Shares

Par Value

Common Stock

Preferred Stock

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Issued

A Number of Shares

B Par Value

Common Stock

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A x B

Consideration Received for Stock

Dollar Amount

Allocated to Capital

Allocated to Gross Paid In

Preferred Stock

Fill in the blanks to reflect the new amounts in the Articles of Incorporation and will be reflected in the next balance sheet:

Authorized

Number of Shares

Par Value

Common Stock

Preferred Stock

Issued

A Number of Shares

B Par Value

Common Stock

A x B

Consideration Received for Stock

Dollar Amount

Allocated to Capital

Allocated to Gross Paid In

Preferred Stock

Please provide the appropriate accounting transaction (show all debits/credits) relative to this increase/reduction in capital:

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Supplemental Provisions / Additional Information: Note Exhibits:

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