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Stock and Mutual Insurance Companies

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Key Takeaways
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The private insurance market is dominated by two ownership structures: stock companies and mutual companies. Understanding who owns each type — and what that means for policyholders — is one of the most frequently tested distinctions on the state exam.

Stock Insurance Companies

A stock insurance company is owned by private investors who hold shares of stock — its stockholders, or shareholders. Stock companies are organized to earn a profit for those shareholders. Shareholders elect a board of directors, and the board in turn appoints the officers who run the company's daily operations.

When a stock company has a profitable year, it may distribute cash dividends to its shareholders (taxed similarly to long-term capital gains), or it may retain the earnings within the company as equity. Because policyholders are customers rather than owners, the policies a stock company sells are nonparticipating.

Nonparticipating Policy
A policy that does not pay dividends to the policyholder and grants no ownership rights, such as voting for the company's board. Stock companies issue nonparticipating policies.

Mutual Insurance Companies

A mutual insurance company has no stockholders at all. Instead, ownership rests entirely with the policyowners. Every person who buys a policy from a mutual insurer is simultaneously a customer and a part owner, with the right to vote for the company's board of directors.

After a mutual company pays its claims, sets aside required reserves, and covers its operating expenses, whatever earnings remain form the divisible surplus. Mutual insurers return this surplus to policyowners as policy dividends — which function as a partial refund of premium rather than taxable income, and which are never guaranteed. Because policyowners share in this distribution, their policies are called participating, or "par," contracts.

Divisible Surplus
The portion of a mutual insurer's earnings, after reserves, expenses, and claims are covered, that is distributed to policyowners as dividends.

Converting Between Stock and Mutual Form

A stock insurer can convert into a mutual insurer through a process called mutualization. The reverse — a mutual company converting to stock form — is called demutualization, and is typically done to raise capital by selling stock to the public. Existing policyowners of a demutualizing insurer receive shares of the new stock company in proportion to the premiums they had paid in. An insurer that issues both participating and nonparticipating policies at the same time is said to operate under a mixed plan.

Exam Tip

Participating = mutual company = dividends possible = policyowners can vote. Nonparticipating = stock company = no dividends = shareholders (not policyholders) vote.


Key Takeaways
  • Stock companies are owned by shareholders, exist to profit those shareholders, and issue nonparticipating policies.
  • Mutual companies are owned by policyowners, who may receive non-guaranteed dividends from the divisible surplus, and hold participating policies.
  • Mutualization converts a stock company to mutual form; demutualization converts a mutual company to stock form.
  • An insurer selling both types of policies operates under a mixed plan.