Change in Control of Foreign (Non-Domestic) Insurers - Industry UCAA
Change in Control of Foreign (Non-Domestic) Insurers
A link to the Application instructions for a Change of Control is provided.
Last Update: 10/31/2023
Updates to the information will be noted with a "*" next to the state name and edits will be italicized and bolded.
| State | Requirement |
|---|---|
| Alabama | A courtesy filing after the transaction is completed. |
| Alaska | Form E Pre-Notification Form Regarding the Potential Competitive Impact of a Proposed Merger or Acquisition (state market concentration information). (AS 21.22.065, 3 AAC 21.186) |
| Arizona | Pre-notification if the transaction is deemed to be anti-competitive. Notification after the transaction is completed. |
| Arkansas |
Form E notification 30 days before a change of control transaction, exemptions to this requirement are defined in Ark. Code Ann. §23-63-526. UCAA Corporate Amendment filing for Notification of Change of Control (Include final approval order). |
| California | Pre-notification. Commercially domiciled companies must file a Form A. Foreign insurers are required to submit new Biographical Affidavits and fingerprint cards and may also be required to file Form 700(c). |
| Colorado | Notification after the transaction is completed. |
| Connecticut | Pursuant to Connecticut General Statute (CGS) section 38a-131, preacquistion notification is required at least thirty (30) days prior to a proposed acquisition of an insurance company authorized to do business in Connecticut unless otherwise exempted. Exemptions to this requirement are defined in CGS section 38a-131(b). |
| Delaware | Notification after the transaction is completed. |
| District of Columbia | Notification after the transaction is completed. |
| Florida | Notification within 30 days of the effective date; Section 624.4245, Florida Statutes. |
| Georgia | Prior notification is required. Should the acquisition also involve one of the insurers merging out of existence, must submit the domiciliary regulator's approval documentation, as well. |
| Hawaii | Prior notification was market share and competitive standard information pursuant to §431:11-104.4 Hawaii Revised Statutes. Notification after transaction is completed, with state approvals and effective date of acquisition. |
| Idaho | Pursuant to Idaho Code §41-3809 (1), (Link http://www.legislature.idaho.gov/idstat/Title41/T41CH38.htm) a foreign insurer is exempt from filing a Form B in Idaho, if its state of domicile has adopted standards substantially similar to those in Idaho Code, §41 Chapter 38. Otherwise, please refer to Idaho Code Title 41 Chapter 38 and Department of Insurance Rules IDAPA 18.07.01 (Link https://adminrules.idaho.gov/rules/current/18/180701.pdf) and submit a registration statement. Domiciliary State Approval. Contact information. Corporate/Operational changes. Changes to Articles of Incorporation. Changes to Bylaws. |
| Illinois | Notification after the transaction is completed if NAIC Group Code has changed. |
| Indiana | Pre-acquisition notification is required thirty (30) days prior to a proposed acquisition in accordance with Indiana Code 27-1-23-2.5(f). Exceptions to pre-acquisition notifications are defined in IC 27-1-23-2.5(c). IC 27-1-23-2.5 Must submit UCAA Corporate Amendment upon completion. |
| Iowa | Notification after the transaction is completed. |
| Kansas | File Corporate Amendment Application and a notification letter through the NAIC UCAA. |
| Kentucky | Notification after the transaction is completed. Must complete Corporate Amendment Application. |
| Louisiana | Notification after the transaction is completed. |
| Maine | Notification after the transaction is completed. |
| Maryland | Pre-acquisition notice (Form E) must be filed 30 days before the transaction is proposed to become effective. |
| Massachusetts | Courtesy filing of the order if the change of control does not result in a name change, redomestication, address change, or group change. Filing a Corporate Amendment Application is required if the change of control results in a name change, redomestication, address change or group change. There may be a fee associated with the filing, depending upon the change. |
| Michigan | Notification within 90 days from the date of the change of control to re-qualify for a certificate of authority. Refer to §500.405 and §500.405(a). Submit completed from FIS-0144 found on DIFS website: www.michigan.gov/difs. |
| Minnesota | Notification after the transaction is complete. |
| Mississippi | Notification after the transaction is completed. |
| Missouri | Prior notification and Form E or a letter explaining why no such statement needs to be filed. A filing fee is required if Form E is filed. |
| Montana | Notification after the transaction is completed. |
| Nebraska | Submit through the UCAA post-closing with all required documentation. |
| Nevada | Before the transaction takes place: Cover Letter. Form E notification 30 days before a change of control transaction. Notification to include statement of market share. UCAA Corporate Amendment Application, Form 2C, pages 1 and 4 only. After the transaction takes place: |
| New Hampshire | Notification before the transaction is completed and a relicensing application, Form E #, State of Domicile approvals, Pro forma balance sheets and relicensing fees. |
| New Jersey | Notification required along with a copy of the approval of the acquisition by the domiciliary state, final Form A filed (do not include exhibits), Form E and other information as requested by the state. |
| New Mexico | Notification after the transaction is completed accompanied by Form A and a copy of the approval from the state of domicile. Biographical Affidavits must be filed if new officers and/or directors are appointed. |
| New York | Notification after the transaction is completed. |
| North Carolina | Notification after the transaction is completed. |
| North Dakota | A pre-acquisition notification regarding the potential competitive impact of a proposed merger is required 30 days prior to the proposed effective date of the transaction pursuant to N.D.C.C. § 26.1-10-03.1(3). If a pre-acquisition notice isn't required pursuant to N.D.C.C. § 26.1-10-03.1(3), an informational notice should be filed within 60 days of the effective date of the transaction. |
| Ohio | Notification is required after the transaction is completed. |
| Oklahoma | Notification after the transaction is completed, including group code number and Contact changes (UCAA Form 14) if applicable. |
| Oregon | Notification after the transaction is completed. |
| Pennsylvania | Pre-acquisition notification is required thirty (30) days prior to a proposed acquisition in accordance with 40 P.S. §991.1403(b)(1). Exceptions to pre-acquisition notifications are defined in 40 P.S. §991.1403(b)(2). After consummation notification of any change in name or address as a result of the acquisition is required. |
| Puerto Rico | Notification after the transaction is completed. Must complete Corporate Amendment Application. |
| Rhode Island | Notification letter and completed Rhode Island company information form. |
| South Carolina | Pre-acquisition notification is required (or statement explaining why the acquiring person is exempt from pre-acquisition notification), copies of the approval documents from the involved insurance departments, the effective date of the acquisition. |
| South Dakota | Pre-acquisition notification (Form E) is required at least 30 days prior to the Change of Control. UCAA Corporate Amendment Application is required. |
| Tennessee | Pre-acquisition notification (Form E) is required if applicable under TCA § 56-11-104(b); otherwise no pre- or post-acquisition notification is required. |
| Texas | Formal notification is required if the company is commercially domiciled as defined under TIC 823.004 and required to file a Form A; otherwise, a courtesy filing. Notifications and courtesy filings may be sent electronically to FAFilings@tdi.texas.gov. |
| Utah | Formal notification is required if the change involves a corporate reorganization as identified in UCA 31A-5-501 or changes in Articles of Incorporation. |
| Vermont | Pre-acquisition notification (Form E) is required at least 30 days prior to the change of control. No pre-acquisition form is needed if the acquisition is beyond the scope of 8 V.S.A §3683a as set forth in 8 V.S.A. §3683a (b). Notification after the transaction is complete. |
| Virginia | Any amendments to an applicant's Certificate of Authority or Articles of Incorporation (including name changes, redomestications and mergers not involving domestic insurers) must first be filed with the Clerk of the Virginia State Corporation Commission, under Title 13.1 of the Code of Virginia. |
| Washington | Pre-acquisition notification (Form E) is required at least 30 days prior to the change of control. No preacquisition form is needed if the acquisition would be excluded under subsection (2) of RCW 48.31B.020. |
| West Virginia | Foreign companies must file a copy of the Form A approval after the transaction is completed. |
| Wisconsin | Notice is required after the transaction is completed, pursuant to s. 618.21(2)(b), Wis. Stat. Please submit: (1) A cover letter (summarizing the transaction), (2) A copy of the domiciliary state's approval, (3) Whether the transaction will involve a name change or merger, (4) Whether the Wisconsin marketplace or business plan will be affected. If applicable, please submit the following additional items: (5) Updated Wisconsin business plan, (6) Amended Articles and Bylaws, (7) Updates to the company's mailing, home, or statutory address, or phone number (8) Company President and Secretary changes, (9) New NAIC Group Code, (10) New WI Specific Designation of Registered Agent Form (WI OCI 12-014). |
| Wyoming | Notification is not required. |