In order to redomesticate a Captive Insurance Company originally incorporated and licensed in another state or foreign country to Georgia by merger, the company must create a new Georgia Captive and then merge the foreign or alien Captive with and into the Georgia Captive (the surviving entity). To accomplish this, the following procedures should be followed.

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    Draft Articles of Incorporation (Corporate Charter) and Articles of Merger

    Articles of Incorporation (Corporate Charter) for a stock or mutual Captive must be signed by the incorporators and state the following pursuant to O.C.G.A. §33-14-4.

    • Stock Corporation
      • The name of the Captive (see O.C.G.A. §33-41-6 for requirements);  
      • Duration (i.e., perpetual v. limited);
      • Location of home office (must be in Georgia - include city or town and county);
      • Kinds of insurance the Captive is being formed to transact according to the definitions set forth in O.C.G.A. §33-7-1 et seq.;
      • Names and addresses of the incorporators;
        • Must have at least five incorporators
        • Incorporators must be 18 years old or older and be individuals of good moral character who have not been convicted of any crime involving moral turpitude
        • At least 2/3 of the incorporators must be U.S. citizens and residents of Georgia
      • Number of directors (must have at least three directors, at least one director must be a Georgia resident, and a majority of the directors must be U.S. citizens);
      • Names and addresses of the initial directors and officers and their stated terms of office (must be no longer than one year);
      • A statement that the authorized capital shall not be less than that required under the provisions of Chapter 41 of Title 33;
      • The number of shares the Captive is authorized to issue (without amending its Articles);
      • The par value of each share of stock;
        • At least one class must have a par value of at least $1.00 per share. However, after the Corporation has operated for three consecutive years, the par value of such shares may be reduced below $1.00 per share, but may not be reduced below a par value of 50 cent(s) ($.50) per share. 
        • Other classes of stock are authorized, but must have a stated par value, or be accounted for with a notional value, of at least one cent ($.01).
      • The extent, if any, to which shares of the Captive's stock shall be subject to assessment;
      • The number of shares subscribed, if any, by each incorporator;
      • The limitations, if any, on the Captive's indebtedness; and
      • Any additional provisions deemed appropriate by the Captive, so long as such provisions are not inconsistent with Georgia law.
         
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    • Mutual Corporation
      • The name of the Captive (see O.C.G.A. §33-41-6 for requirements);  
      • Duration (i.e., perpetual v. limited);
      • Location of home office (must be in Georgia - include city or town and county);
      • Kinds of insurance the Captive is being formed to transact according to the definitions set forth in O.C.G.A. §33-7-1 et seq.;
      • Names and addresses of the incorporators;
        • Must have at least ten incorporators
        • Incorporators must be 18 years old or older and be individuals of good moral character who have not been convicted of any crime involving moral turpitude
        • At least 2/3 of the incorporators must be U.S. citizens and residents of Georgia
      • Number of directors (must have at least three directors, at least one director must be a Georgia resident, and a majority of the directors must be U.S. citizens);
      • Names and addresses of the initial directors and officers and their stated terms of office (must be no longer than one year);
      • The maximum and minimum contingent liability of the Captive's members other than as to non-assessable policies for payment of losses and expenses incurred (liability may not be less than one nor more than six times the premium for the member’s policy at the annual premium rate for a term of one year);
      • The limitations, if any, on the Captive's indebtedness; and
      • Any additional provisions deemed appropriate by the Captive, so long as such provisions are not inconsistent with Georgia law.
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    File All Required Application Fees, Forms, and Documents With the Captive Insurance Division

    Once the incorporation and merger documents are drafted, the following should be submitted to the Captive Insurance Division, along with an application for a Certificate of Authority and all accompanying documents:

    • 2 copies of the Articles of Incorporation (proposed) and any applicable exhibits
    • 2 copies of the Articles of Merger and any applicable exhibits
    • $100.00 filing fee
    • Please note that an application package will not be deemed complete and will not be reviewed until the Applicant has submitted all required materials. While an application is pending, it is the Applicant's responsibility to keep all required statements, documents, and materials current.
    • To review a list of required materials, fees, etc. please reference this mandatory Application Checklist for Captive Insurance Company Redomesticating via Corporate Charter Redomestication. It is designed to help ensure the submittal of complete applications; it must be cross-referenced and included with the application package.
    • Applicants can click here to access and view all the forms that must be submitted to the Captive Insurance Division when redomesticating an existing captive insurance company.
     
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    Send a Hard Copy of the Application Package to the Captive Insurance Division

    A hard copy of the application package must be submitted to the Division for review via mail or courier. All application packages must include the cross-referenced application checklist and all required materials listed in the application checklist. Please note that the addresses for delivery via mail versus overnight or courier are different.

    • Standard Mail:
      Georgia Insurance Department
      ATTN: Director, Captive Insurance Division
      P.O. Box 935138
      Atlanta, GA 31193-5138
       
    • Overnight or Courier:
      Wells Fargo
      Georgia Insurance Department
      ATTN: Director, Captive Insurance Division
      Lockbox # 935138
      3585 Atlanta Ave
      Hapeville, GA 30354
     
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    Next Steps

    • After the application package is deemed complete and the Captive Insurance Division begins its review, the Applicant may be required to submit additional information as deemed appropriate by the Division.
    • The Division will then coordinate with the Georgia Secretary of State's office regarding the incorporation of the new Georgia Captive and the merger pursuant to O.C.G.A. 33-14-1 et seq.
    • If the Commissioner ultimately approves the Applicant’s application for a Certificate of Authority, the Commissioner shall issue a Certificate of Authority authorizing the captive insurance company to transact insurance in the State of Georgia