Regulatory Alerts2019-08-19 | DOF 5568307Added
Office modifying the authorization granted to Insignia Life, S.A. de C.V. to operate as an insurance institution
The document modifies the authorization granted to Insignia Life, S.A. de C.V. to operate as an insurance institution. Specifically, the Preamble, Articles First and Third, base II, subsection a) of the authorization are amended to remove the explicit reference to a fixed capital amount. Instead, the authorization now states that the institution must maintain the minimum paid-in capital determined annually for each authorized operation or branch, expressed in Investment Units and covered in national currency, in accordance with Article 49, first paragraph, of the Law on Insurance and Surety Institutions. These resolutions must be published in the Official Gazette of the Federation and two widely circulated newspapers within 120 days of notification to Insignia Life, S.A. de C.V.
DOF: 08/19/2019
OFFICIAL LETTER through which the authorization granted to Insignia Life, S.A. de C.V., to operate as an insurance institution is modified.
On the margin a seal with the National Shield, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice-Presidency.- General Directorate of Legal Consulting and Intermediaries.- Consulting Directorate.- Consulting Sub-directorate.- File: C00.411.13.2.1-S0111"16".- Official Letter No. 06-C00-41100/36677.
SUBJECT:
The authorization granted to Insignia Life, S.A. de C.V. is modified.
INSIGNIA LIFE, S.A. DE C.V. Paseo de los Tamarindos No. 150, Ground Floor Col. Bosques de las Lomas Cuajimalpa 05120, Mexico City
Attn: Mr. Carlos Roberto Cardona Vega Director of Administration and Finance
The Federal Government, through the National Commission of Insurance and Sureties, and with prior Agreement of its Governing Board, based on articles 11, 369, section II, 370, last paragraph, and 372, section XLI, of the Law on Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues the present Resolutions in response to the following Background and Considerations:
BACKGROUND
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Insignia Life, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Resolution 101.-544 of August 12, 2008, published in the Official Gazette of the Federation on November 14, 2008. Said authorization was last modified by the aforementioned Ministry, by Official Letter No. 366-III-0976/14 of November 24, 2014.
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With letters dated February 11, March 18, September 1, 2016, and April 19, 2017, received by this Commission on February 15, March 29, and September 2, 2016, and April 21, 2017, respectively, Mr. Carlos Ramos Miranda and Mr. Francisco Aurelio Lozano Martínez, acting as legal representative and General Director of Insignia Life, S.A. de C.V., respectively, requested this Decentralized Body of the Ministry of Finance and Public Credit for approval to modify Clause Sixth of the company's bylaws, due to an increase in its fixed social capital from $203,743,826.00 (two hundred three million seven hundred forty-three thousand eight hundred twenty-six pesos 00/100 M.N.) to $406,332,314.00 (four hundred six million three hundred thirty-two thousand three hundred fourteen pesos 00/100 M.N.), derived from the conversion of 202,588,488 class II, ordinary, nominative shares, without nominal value expression from the variable portion to class I, ordinary, nominative shares, without nominal value expression to the fixed portion with a value of $202,588,488.00 (two hundred two million five hundred eighty-eight thousand four hundred eighty-eight pesos 00/100 M.N.) from the shareholder Proyecto Insignia, S.A.P.I. de C.V., as well as to carry out an increase of $40,000,000.00 (forty million pesos 00/100 M.N.), through the subscription and payment of 40,000,000 class I ordinary, nominative shares, without nominal value expression, which will be taken from contributions for future capital increases by the aforementioned shareholder, so that the fixed portion of the company's social capital amounts to a total of $446,332,314.00 (four hundred forty-six million three hundred thirty-two thousand three hundred fourteen pesos 00/100 M.N.).
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By Official Letter 06-C00-41100/51543 of September 6, 2017, this Commission approved the reform to Clause Sixth of the bylaws of Insignia Life, S.A. de C.V., due to the increase in its fixed social capital, in terms of what was agreed in the Unanimous Shareholder Resolutions taken outside of an Extraordinary General Meeting of Shareholders on December 16, 2015.
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By Official Letter 06-C00-41100/30663 of May 30, 2018, this Commission acknowledged the presentation of the first testimony and a notarized copy of public deed 79,510 of November 7, 2017, which records the protocolization of the Resolutions adopted outside of the Assembly by Unanimity of the shareholders of Insignia Life, S.A. de C.V., in which the reform to Clause Sixth of its bylaws was agreed due to the increase in the fixed portion of its social capital, thus fulfilling Resolutive Second of Official Letter 06-C00-41100/51543 of September 6, 2017.
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Derived from what is stated in Background 3 and 4, the National Commission of Insurance and Sureties presented to the Authorizations Committee of said Commission, the proposal to modify the bases of the authorization of Insignia Life, S.A. de C.V., in order to carry out the modification related to the amount of its social capital, so that it states that its capital must be expressed in Investment Units and be covered in national currency, as ordered by article 49, first paragraph, of the Law on Insurance and Surety Institutions.
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The aforementioned modification was submitted for consideration to the Governing Board of the National Commission of Insurance and Sureties in its 201st session on June 26, 2018, which, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed to the following:
«SOLE.- The bases of the authorization granted to Insignia Life, S.A. de C.V., are MODIFIED, in order to reflect the modifications made in the bylaws of said institution described below:
«Eliminate the reference to the amount of the capital of said insurance institution, replacing it with wording that establishes that the institution must have the minimum paid-in capital determined for the year in question, for each authorized operation or branch, which must be expressed in Investment Units and covered in national currency, as ordered by article 49, first paragraph, of the Law on Insurance and Surety Institutions.
«The foregoing in accordance with the provisions of article 369, section II, of the Law on Insurance and Surety Institutions.»
CONSIDERING
FIRST.- That article 369, section II, of the Law on Insurance and Surety Institutions, provides that it is the competence of the Governing Board of this Commission, among others, to modify authorizations to organize, operate, and function as an insurance institution.
SECOND.- That derived from the resolution contained in the aforementioned Official Letter 06-C00-41100/30663 of May 30, 2018, the terms of the authorization granted to that insurance institution must be modified.
In view of the foregoing, the following are issued:
RESOLUTIONS
FIRST.- The Preamble, Articles First and Third, base II, subsection a), of the authorization granted to Insignia Life, S.A. de C.V., to operate as an insurance institution, are modified, with the indicated parts remaining in the following terms:
«AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO INSIGNIA LIFE, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:
«ARTICLE FIRST.- In use of the power conferred by article 5 of the repealed General Law on Insurance Institutions and Mutual Societies to the Ministry of Finance and Public Credit, and which, as of April 4, 2015, is conferred by article 11 of the Law on Insurance and Surety Institutions to the National Commission of Insurance and Sureties, authorization is granted to Insignia Life, S.A. de C.V., to organize and function as an insurance institution.
«...
«ARTICLE THIRD.- The insurance institution shall be subject to the provisions of the Law on Insurance and Surety Institutions, as well as those derived therefrom, the General Law on Commercial Companies, and other applicable laws, and, in particular, to the following bases:
«...
«II.- Its social capital shall be variable according to the following:
«a) The insurance institution must have the minimum paid-in capital determined for the year in question, for each authorized operation or branch, which must be expressed in Investment Units and covered in national currency, as ordered by article 49, first paragraph, of the Law on Insurance and Surety Institutions.
«...
»
SECOND.- The authorization granted to Insignia Life, S.A. de C.V., to organize and operate as an insurance institution, after the modification indicated in the previous Resolution, remains entirely in the following terms:
«AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO INSIGNIA LIFE, S.A. DE C.V., TO ORGANIZE AND FUNCTION AS AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:
«ARTICLE FIRST.- In use of the power conferred by article 5 of the repealed General Law on Insurance Institutions and Mutual Societies to the Ministry of Finance and Public Credit, and which, as of April 4, 2015, is conferred by article 11 of the Law on Insurance and Surety Institutions to the National Commission of Insurance and Sureties, authorization is granted to Insignia Life, S.A. de C.V., to organize and function as an insurance institution.
«ARTICLE SECOND.- The insurance institution is authorized to practice life insurance operations.
«ARTICLE THIRD.- The insurance institution shall be subject to the provisions of the Law on Insurance and Surety Institutions, as well as those derived therefrom, the General Law on Commercial Companies, and other applicable laws, and, in particular, to the following bases:
«I.- Its corporate name shall be "Insignia Life, Variable Capital Public Limited Company".
«II.- Its social capital shall be variable according to the following:
«a) The insurance institution must have the minimum paid-in capital determined for the year in question, for each authorized operation or branch, which must be expressed in Investment Units and covered in national currency, as ordered by article 49, first paragraph, of the Law on Insurance and Surety Institutions.
«b) The variable capital with right to withdrawal may in no case be greater than the paid-in capital without right to withdrawal.
«III. Its registered office shall be Mexico City, Federal District.
«ARTICLE FOURTH.- By its very nature, this authorization is non-transferable.
»
THIRD.- The present resolutions must be published in the Official Gazette of the Federation and in two widely circulated newspapers of the institution's registered office, within one hundred twenty days following the date of their notification to Insignia Life, S.A. de C.V., in terms of the provisions of article 11 of the Law on Insurance and Surety Institutions, at the expense of the interested parties.
The present resolutions are issued based on the information provided by the applicant contained in the submitted letters and are limited exclusively to the modification of the authorization granted to Insignia Life, S.A. de C.V., in the described terms that, in accordance with the applicable provisions, it is within this Commission's competence to resolve, and does not prejudge any act that said company carries out and that implies the prior authorization or approval of other financial, administrative, fiscal or any other authorities, in terms of current regulations, nor does it validate the legality or validity thereof in case such authorization or approval is not obtained.
The foregoing is brought to your attention, based on articles 11, 369, section II, 370, last paragraph, and 372, section XLI, of the Law on Insurance and Surety Institutions, as well as articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.
Sincerely Effective Suffrage. No Reelection.
Mexico City, June 29, 2018.- The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Signature.
(R.- 484969)
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