77279338.2-1005.1Virginia Decodedhttps://vacode.org2016InsuranceOrganization, Admission And Licensing Of InsurersOrganization Of Domestic InsurersConversion of a domestic mutual insurer to a domestic stock insurer1996, cc. 801, 831; 2001, c. 726.http://law.lis.virginia.gov/vacode/38.2-1005.1/38.2-1005.1:9Conversion of mutual holding company/38.2-1005.1:9/38.2-1018Plan of merger to be approved by Commission/38.2-1018//38.2-1005.1/38.2/10/1/38.2-1005.138.2-100538.2-1005.1:9Any domestic mutual insurer may convert to a domestic stock insurer pursuant to a plan of conversion approved by the Commission.sectionAA1The Commission shall approve any such plan of conversion if, after giving notice and an opportunity to be heard to the policyholders of the domestic mutual insurer, the Commission determines that:sectionBB1 The terms and conditions of the plan are fair and equitable to the policyholders of the domestic mutual insurer;sectionB1B12 The plan is subject to approval by a vote of more than two-thirds of all votes cast on the plan at a meeting of the members of the domestic mutual insurer called for that purpose at which a quorum is present;sectionB2B22 Except as otherwise provided in subdivision 4 of this subsection, the plan allocates and directs that the entire stock ownership interests and other consideration to be distributed pursuant to the plan of conversion be distributed to the policyholders of the domestic mutual insurer;sectionB3B32 In the case of a domestic mutual insurer that converted from a health services plan that was in existence prior to December 31, 1987, the plan of conversion allocates and distributes to the State Treasurer, in addition to any shares of stock that the Commonwealth may be entitled to receive as a policyholder, shares of stock or cash or both with a value equal to the surplus, computed in accordance with generally accepted accounting principles, of such health services plan on December 31, 1987, plus ten million dollars; andsectionB4B42 Immediately after the conversion, the insurer will have the fully paid capital stock and surplus required by applicable law.sectionB5B52A plan of conversion that utilizes a statutory merger in order to effect a conversion may be approved in accordance with this section and § 38.2-1005.1:9, and the provisions of § 38.2-1018 shall not be applicable to such plan of conversion.sectionCC1