Except as provided in subsection (b) of this section, each authorized insurer that is a member of an insurance holding company system shall register with the Commissioner in accordance with the requirements of this subtitle. The Commissioner may allow or require any authorized insurer that is part of an insurance holding company system to register and file the information and material required under this subtitle for an affiliated insurer that is required to register under this subsection. Subsection (a)(1) of this section does not apply to a foreign insurer that is organized in a jurisdiction that has adopted by statute or regulation disclosure requirements and standards substantially similar to those in this title. This subtitle does not apply to an insurer or affiliate to the extent that the Commissioner determines that this subtitle is not intended to apply to the insurer or affiliate and exempts the insurer or affiliate from this subtitle by regulation or order.

Except as provided in subsection (b) of this section, each insurer subject to registration under this subtitle shall register with the Commissioner within 15 days after the insurer becomes subject to registration and, for each subsequent year, annually on or before May 1. If the Commissioner extends the time for registration for good cause, the insurer shall register on or before the date the Commissioner sets.

Each insurer subject to registration shall file the registration statement on the form provided by the Commissioner, containing the following current information: the corporate and capital structure, general financial condition, ownership, and management of the insurer and of any person controlling the insurer; the identity and relationship of each member of the insurance holding company system; any pledge of the insurer’s stock, including stock of a subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system; the following agreements in force, and transactions currently outstanding or that have occurred during the previous calendar year between the insurer and the insurer’s affiliates: loans, other investments, purchases, sales, and exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates; purchases, sales, and exchanges of assets; transactions not in the ordinary course of business; except for insurance contracts entered into in the ordinary course of the insurer’s business, guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure to liability of the insurer’s assets; management agreements, service contracts, and cost–sharing arrangements; reinsurance agreements; dividends and other distributions to shareholders; and consolidated tax allocation agreements; statements that the insurer’s board of directors oversees corporate governance and internal controls and that the insurer’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; on request from the Commissioner and in accordance with subsection (f) of this section, financial statements of or within an insurance holding company system, including all affiliates; any other matters about transactions between the insurer and its affiliates that the registration statement form requires; and a summary outlining all items in the current registration statement that represent changes from the prior registration statement. Each affiliate in an insurance holding company system shall give an insurer subject to registration under this subtitle that is in the same insurance holding company system complete and accurate information if that information is reasonably necessary to enable the insurer to comply with this subtitle. Each insurer required to register under this subtitle shall, on request of the insurance commissioner of any state where the insurer is authorized to do business, file with that commissioner a copy of the registration statement summary required by subsection (a)(8) of this section. The Commissioner may allow or require affiliated insurers subject to registration under this subtitle to file a consolidated registration statement. The Commissioner may require an insurer that is a member of an insurance holding company system and that is not subject to registration under this subtitle to provide to the Commissioner a copy of the registration statement or other information that the insurer files with the commissioner of the insurer’s domiciliary jurisdiction. Financial statements required under subsection (a)(6) of this section may include annual audited financial statements filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer required to file financial statements under subsection (a) of this section may satisfy the request by providing the Commissioner with the most recently filed parent corporation financial statements that have been filed with the U.S. Securities and Exchange Commission. Except as provided in paragraph (3) of this subsection and unless otherwise provided by the Commissioner through regulation or order, a sale, a purchase, an exchange, a loan or an extension of credit, an investment, or a guarantee involving 0.5% or less of an insurer’s admitted assets as of the December 31 immediately preceding the transaction is not material for purposes of this section. Information need not be disclosed on the registration statement filed under subsection (a) of this section if the information is not material. Paragraph (1) of this subsection does not apply for purposes of the group capital calculation or the liquidity stress test framework. Beginning in 2015, the ultimate controlling person of every insurer subject to registration shall file an annual enterprise risk report on or before July 1 of each year unless the Commissioner extends the time for filing for good cause. The enterprise risk report shall, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. The enterprise risk report shall be filed with the lead state commissioner of the insurance holding company system as defined and determined by the procedures in the NAIC Financial Analysis Handbook. The Commissioner may share the enterprise risk report filed under paragraph (1) of this subsection with an insurance regulatory agency in a state that has laws or regulations that the Commissioner determines are substantially similar to § 2–209(g) and (h) of this article, only if the agency agrees in writing to maintain the confidentiality and privileged status of the report. Except as provided in paragraph (2) of this subsection, the ultimate controlling person of each insurer subject to registration under this subtitle shall concurrently file with the registration statement an annual group capital calculation as directed by the lead state commissioner of the insurance group. The report shall be completed in accordance with the NAIC group capital calculation instructions. The NAIC group capital calculation instructions may authorize the lead state commissioner to allow a controlling person that is not the ultimate controlling person to file the group capital calculation. The report shall be filed with the lead state commissioner of the insurance holding company system as determined by the lead state commissioner in accordance with the procedures in the NAIC Financial Analysis Handbook. The following insurance holding company systems are exempt from filing the group capital calculation: an insurance holding company system that: has only one insurer within its holding company structure; only writes business and is only licensed in its domestic state; and assumes no business from any other insurer; an insurance holding company system that is required to perform a group capital calculation specified by the Federal Reserve Board, unless the Federal Reserve Board cannot share the calculation with the lead state commissioner after the lead state commissioner makes a request under the terms of information sharing agreements in effect at the time the request is made; an insurance holding company system whose non–U.S. group–wide supervisor is located within a reciprocal jurisdiction as described in § 5–917 of this article that recognizes the U.S. state regulatory approach to group supervision and group capital; an insurance holding company system that provides information to the lead state that meets the requirements for accreditation under the NAIC financial standards and accreditation program, either directly or indirectly through the group–wide supervisor, who has determined that the information is satisfactory to allow the lead state to comply with the NAIC group supervision approach, as detailed in the NAIC Financial Analysis Handbook; and an insurance holding company system whose non–U.S. group–wide supervisor that is not in a reciprocal jurisdiction recognizes and accepts, as the lead state commissioner specifies by regulation, the group capital calculation as the world–wide group capital assessment for U.S. insurance groups that operate in that jurisdiction. Notwithstanding paragraph (2)(iii), (iv), and (v) of this subsection, the lead state commissioner shall require the group capital calculation for U.S. operations of any non–U.S.–based insurance holding company system if, after any necessary consultation with other supervisors or officials, the lead state commissioner determines that the group capital calculation is appropriate for prudential oversight and solvency monitoring purposes or for ensuring the competitiveness of the insurance marketplace. Notwithstanding the exemptions from filing the group capital calculation stated in paragraph (2) of this subsection, the lead state commissioner may exempt the ultimate controlling person from filing the annual group capital calculation or may accept a limited group capital filing or report in accordance with criteria the lead state commissioner specifies by regulation. If the lead state commissioner determines that an insurance holding company system no longer meets one or more of the requirements for an exemption from filing the group capital calculation under this subsection, the insurance holding company system shall file the group capital calculation at the next annual filing date unless the lead state commissioner grants an extension based on reasonable grounds shown. The ultimate controlling person of every insurer that is subject to registration under this section and included in the scope of the NAIC liquidity stress test framework shall file the results of a specific year’s liquidity stress test concurrently with the registration statement. The filing shall be made to the lead state insurance commissioner of the insurance holding company system as determined by the procedures in the NAIC Financial Analysis Handbook in accordance with paragraph (3) of this subsection. The NAIC liquidity stress test framework includes scope criteria applicable to a specific data year. The scope criteria are reviewed at least annually by the Financial Stability Task Force or its successor. Any changes to the NAIC liquidity stress test framework or to the data year for which the scope criteria are to be measured shall be effective on January 1 of the year following the calendar year when the changes are adopted. Insurers meeting at least one threshold of the scope criteria are considered included in the scope of the NAIC liquidity stress test framework for the specified data year unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines that the insurer should not be included in the scope of the framework for that data year. Insurers that do not trigger at least one threshold of the scope criteria are considered excluded from the scope of the NAIC liquidity stress test framework for the specified data year, unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines that the insurer should be included in the scope of the framework for that data year. On request by an insurer, the lead state commissioner may consult with the Financial Stability Task Force or its successor to address the insurer’s experience of being included in or excluded from the scope of the NAIC liquidity stress test framework on a frequent basis. The performance of, and filing of the results from, a specific year’s liquidity stress test shall comply with the NAIC liquidity stress test framework’s instructions and reporting templates for that year and any lead state insurance commissioner determinations, in consultation with the Financial Stability Task Force or its successor, included in the framework.

The Commissioner shall terminate the registration requirement for each insurer that demonstrates that it is no longer a member of an insurance holding company system.

To verify the information required in the insurer’s registration statement and in the annual enterprise risk report, and any addition or amendment to the registration statement or the annual enterprise risk report, and in addition to the powers granted under §§ 2–205 through 2–209 of this article relating to the examination of insurers, the Commissioner may order an insurer subject to registration under this subtitle to produce: those records, books, or papers in the possession of the insurer or its affiliates that are necessary to verify the registration statement; and additional information relevant to the registration statement. The Commissioner shall examine the materials produced under this subsection at the time and place prescribed in §§ 2–205 through 2–209 of this article. The Commissioner may conduct an examination under subsection (a) of this section only: if the examination of the insurer under §§ 2–205 through 2–209 of this article is inadequate, or the interests of the policyholders of the insurer are being adversely affected; and within 3 years after the filing of the registration statement or the addition or amendment to the registration statement. In a matter involving fraud, the 3–year limitation period of this subsection does not apply. The Commissioner may retain, at the insurer’s expense, the services of accountants, attorneys, actuaries, and other experts not otherwise a part of the Commissioner’s staff as may be reasonably necessary to assist in the conduct of an examination under subsection (a) of this section. The accountants, attorneys, actuaries, and other experts retained under this subsection are under the direction and control of the Commissioner and act only in an advisory capacity. An insurer that produces materials for an examination under subsection (a) of this section is liable for and shall pay the expense of the examination in accordance with § 2–208 of this article. With regard to an examination under subsection (a) of this section, the Commissioner has the authority provided under § 2–203 of this article.

An insurer, a member of an insurance holding company system, or any other person may file with the Commissioner a disclaimer of affiliation with an authorized insurer that fully discloses: all material relationships and bases for affiliation between the person filing the disclaimer and the authorized insurer; and the basis for disclaiming the affiliation. Within 30 days after receipt of a filing under subsection (a) of this section, the Commissioner shall give all parties in interest notice and an opportunity to be heard. Within 30 days after the close of the notice period under paragraph (1) of this subsection, the Commissioner may disallow a disclaimer based on specific findings of fact. If within 30 days after the close of the notice period the Commissioner has not disallowed the disclaimer, the disclaiming party is relieved of its duty to register or report under this subtitle, and the insurer is relieved of any duty to register or report under this subtitle that arises out of the insurer’s relationship with the person filing the disclaimer. In the event of disallowance, the disclaiming party may request an administrative hearing, which shall be granted.

Failure to file the registration statement, summary, or enterprise risk report required by this subtitle in the time specified in this subtitle is a violation of this title. An insurer that does not file a registration statement or summary required under § 7–603(a) of this subtitle on or before May 1 or the date the Commissioner sets in accordance with § 7–602(b) of this subtitle, may be subject to a penalty of up to: $500 for each day from May 1 through May 10; $1,000 for each day from May 11 through May 31; and $5,000 for each day after May 31. In determining the amount of any financial penalty to be imposed under this section, the Commissioner shall consider the following factors: the seriousness of the violation; the good faith of the violator; the violator’s history of previous violations; the deleterious effect of the violation on the public and the insurance industry; and the assets of the violator.

Whenever it appears to the Commissioner that a person has committed a violation of § 7–603(h) of this subtitle that prevents a full understanding of the enterprise risk to the insurer by affiliates or by the insurance holding company system, the violation may serve as an independent basis for disapproving dividends or distributions and placing the insurer under an order of supervision in accordance with § 7–804 of this title.