Regulatory part

Mutual insurance companies must include in their articles of association and in all contractual or advertising documents relating to insurance or capitalisation the following wording, printed in uniform characters: “variable-contribution mutual insurance company”.

The start-up capital of mutual insurance companies, the amount of which is set by the articles of association with no minimum amount required, is made up solely of payments made by members to enable the company to be definitively incorporated.

The sums representing the mutual’s contribution to the establishment of the “unions” provided for in article L. 322-26-3 may be deducted from this fund.

Mutual insurance companies may only be validly constituted if they have at least three hundred members. Exceptions to this rule may be granted by the Autorité de contrôle prudentiel et de résolution to mutual companies whose sole object is marine insurance.

The General Meeting of mutual insurance companies is made up of all members who are up to date with their subscriptions. The Articles of Association may limit the number of proxies that may be entrusted to a single representative. The insertions provided for in articles R. 322-59 and R. 322-86 may be made in a corporate journal by professional companies.

The Statutory Auditors report to the General Meeting on the expenses incurred on behalf of the company by the directors and for which reimbursement has been obtained or requested by them.

The Executive Chairmen or Directors may only be reimbursed for outlays actually incurred by them on behalf of the Company, subject to justification.

Subject to the provisions of Article L. 322-2-1, mutual insurance companies may only borrow to set up : 1° If their articles of association so provide, the supplementary social fund ; 2° The guarantees they may be required to provide abroad.

Surplus income may be distributed only after the reserves prescribed by the laws and regulations in force have been set up, after any loans taken out have been repaid and after the regulatory provisions concerning the solvency margin and adjusted solvency have been satisfied. The first surplus income must be used, as a priority, for proportional reimbursements of the membership fees paid for the formation of the company. No formation…

Without prejudice to the nullities provided for in article R. 322-90, any mutual insurance company formed contrary to the provisions of articles R. 322-93, R. 322-95 to R. 322-97, R. 322-99, R. 322-101 and R. 322-105 is null and void. However, neither the company nor the members may rely on the aforementioned nullities vis-à-vis third parties acting in good faith.