Uniform Certificate of Authority Application
Foreign Corporate Amendment Application
Are you trying to amend the Certificate of Authority in a foreign state?
Existing insurers use the Uniform Certificate of Authority Corporate Amendment Application for requesting amendments to its Certificate of Authority.
Instructions
Instructions
Existing insurers use the Uniform Certificate of Authority Corporate Amendment Application for requesting amendments to its Certificate of Authority. A Uniform State is one that is committed to using the Uniform Certificate of Authority (UCAA) review process for company licensing and admissions.
The Applicant Company can use the Corporate Amendment Application to file more than one change in the same submission. The Applicant Company should mark all changes on the application form and submit all items required for those changes. For electronic application submissions, refer to the UCAA Corporate Amendment User Guide.
The following instructions contain a detailed explanation of the various requirements designed to assist in the preparation and submission of the necessary documentation to obtain regulatory approval. Each state’s review process may follow slightly different time lines to complete a comprehensive and detailed operational and financial review of the Applicant Company’s business.
Based on the circumstances of a particular application, it may be necessary for the reviewing state to request additional information. Typically, the state will request any additional information within 30 days after it accepts the application.
The goal of the UCAA is to provide a streamlined approval process. However, some states have State-Specific Filing Requirements based on either statutory requirements or internal procedures. The Applicant Company must be familiar with the insurance laws of the state(s) to which they submit an application. For information on state laws, regulations and bulletins, see the State Charts page.
It is highly recommended that the Applicant Company review the corporate amendment instructions, FAQs and state specific information prior to contacting each state with any questions before submitting the application for review.
I. Application Review Process
The Corporate Amendment Application of the UCAA provides a uniform process for gaining the necessary regulatory approvals for modifications to an Applicant Company’s Certificate of Authority. It is the goal of each Uniform State to process all Corporate Amendments Applications within 60 calendar days of receipt. The 60-day review process includes two weeks to determine if the application is complete and acceptable for filing. During the remaining time-span, the application will receive a financial and operational review. The state(s) may not achieve the 60-day processing goal in instances where the application requires substantial follow-up, in state(s) with limited resources or in instances when the application is filed during peak business periods such as year-end and annual statement filing periods.
Based on the circumstances of a particular application, it may be necessary for the reviewing state(s) to request additional information. Typically, the state(s) will request any additional information that it needs within 30 days after the state accepts the application.
Proprietary Information
Both regulators and the Applicant Company should note that the Applicant Company might deem confidential any communications with insurance regulatory agencies in conjunction with the Corporate Amendment Application concerning proprietary information about the Applicant Company. States may only share information determined to be confidential with other persons as authorized by law. By law, the state will not disclose to the public any information determined to be proprietary and trade secret. Each Applicant Company needs to expressly identify all information in the application and in any subsequent correspondence that the Applicant Company considers proprietary or trade secret.
The UCAA homepage contains the requirements and filing process for the Corporate Amendment Application. Contact the appropriate state regulators with any questions before filing any Uniform Application. State contact information can be found on the Addresses and Contact Information for Submission of Application chart.
Step One: Filing the Application
Processing Goal: 2 Weeks
An Applicant Company may submit Corporate Amendment Applications anytime during the year. The state immediately reviews the application to ensure that it has been submitted in the required format as outlined in the instructions.
Generally, within two weeks from the date that the application is received, the state will notify the Applicant Company whether or not it has accepted the application for filing. If the state accepts the application for filing, it will assign an official filing date. For electronic application submissions the state notification will be the status date.
The state will contact the Applicant Company if it does not accept the application for filing due to a deficiency in the application’s format. Depending upon the nature of the deficiency, the state may give the Applicant Company two weeks from the date of receipt of the notification from the department reviewing the application to correct the deficiency. Some states may return to the Applicant Company any applications that are deficient and not accepted for filing. Electronic applications that are not accepted by the state will be updated with a “closed” status date.
Step Two: Application Review
Processing Goal: 60 Days
A Corporate Amendment Application will undergo a rigorous financial and operational review in the application state. While the goal of each state is to complete this review in 60 days, the state cannot guarantee this time frame. Due to varying levels of resources available in each state or if the state needs additional information, the 60-day goal may not be attainable. The purpose of the Corporate Amendment Application is to streamline the application process and the states will make every effort to process a Corporate Amendment Application as quickly as possible.
At the conclusion of the substantive review the reviewing state will grant the Applicant Company an amendment to the Certificate of Authority, allow the Applicant Company to withdraw the application, or will deny the application.
If the state denies the application, the Applicant Company will be notified with a detailed explanation for the denial. After the denial, if the Applicant Company wishes to re-file a Corporate Amendment Application, the state will require a new application and filing fee.
II. How to File
Refer to the State-Specific Information. Some states provide their preference for how the application should be submitted. The following provides instructions for filing hard-copy and electronic filings.
Hard-Copy
To facilitate the prompt review of the Corporate Amendment Application, please ensure that the application adheres to the formatting instructions provided in this section. The states will not accept filing applications that fail to meet these formatting requirements.
Communication Between Applicant Company and Agency
Once a state accepts a Corporate Amendment Application for filing, the state will notify the Applicant Company of the official filing date and agency contact person. The state will provide the names, addresses, email (if available) and telephone numbers of the individual(s) assigned to the application.
Before receiving the name of the agency contact person, an Applicant Company may contact the agency personnel listed on the Addresses and Contact Information for Submission of Application chart to obtain information regarding the status of a Corporate Amendment Application.
Questions
Section I through Section XII, Filing Requirements, provide detailed guidelines regarding both the type and format of information required for the Corporate Amendment Application. For additional information, or clarification, the Applicant Company should review the State Requirement charts and FAQs prior to contacting the state.
Application Checklist
The Application Checklist (Form 1C) in the Forms section of the UCAA website is a guide for assembling a complete application. Complete the Checklist prior to submitting a Corporate Amendment Application for review. Attach a completed Checklist to the top of the application. For electronic filings, the Checklist is completed as the Applicant Company completes the required information. The Checklist cannot be edited, and the application cannot be submitted until all required information is completed.
Application and Supporting Documents
Submit one copy of the Checklist, completed application and all supporting documentation to the reviewing state. Each item identified in Section I through Section XII of the Filing Requirements should have a cover sheet as specified below.
Each cover sheet should be on paper suitable for use as a cover sheet, such as binder divider pages.
Tab each cover sheet on the right-hand side of the page with a number corresponding to the document’s Item number in the Corporate Amendment Application Checklist.
If a particular item is not included with the cover sheet, attach a written explanation stating the reason the item has not been included to the cover sheet. Below are examples of why the Applicant Company may not attach a particular item to the cover sheet.
- “Item not applicable to this application for the following reason ... (state reason)”
- “Item has been attached separately because of size.”
For electronic submissions, all applicable forms are prepared prior to submission. If applying to states that accept electronic and/or prefer hard-copy, print completed forms from the View/Print/Download link and submit those forms to the states as hard-copy applications.
Addresses for Submission of Application
Submit the application by mailing it to the appropriate address noted in the Addresses and Contact Information for Submission of Application chart.
Updates/Changes
The Applicant Company is responsible for informing states of any significant changes that occur or that the Applicant Company discovers during the application review period. Examples of significant changes include: changes in officers and directors, material acquisition or disposal of assets, changes in reinsurance, acquisition of the insurer, regulatory actions taken against the insurer, change in current business plan, etc.
The Applicant Company must supply revised forms promptly if any changes occur which materially affect the accuracy of the forms filed in support of the application. For electronic filings, the updated attachments can be submitted via the UCAA email or the application can be amended. Refer to the Electronic Application User Guide for Corporate Amendment Applications.
Filing Fee
Please see Filing Fees - Corporate Amendments chart and Filing Fees Matrix - Corporate Amendments chart, located on the UCAA website, to determine the correct fee and filing instructions for the application state. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Forms
All forms are located on the UCAA website. For electronic filings, all required forms are automatically prepared as the required information is entered.
State-Specific Information
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can issue an amended Certificate of Authority. Before completing a UCAA Corporate Amendment Application the Applicant Company should review a listing of requirements for the application state located under State-Specific Requirements on the UCAA website.
III. Electronic Submission
To initiate an electronic filing, the Applicant Company must first obtain a User ID and password. The individual completing the application on behalf of the Applicant Company must obtain approval from either the Corporate Secretary or General Counsel of the Applicant Company.
A User Guide is provided as a step by step guide for utilizing the electronic application.
The UCAA Corporate Amendment Application has twelve change types (sections) designed to guide the Applicant Company through the licensing process. Each section and filing requirement item is noted on the Application Checklist (Form 1C);
I. Adding and/or Deleting Lines of Business Filing Requirements
II. Name Change Filing Requirements
III. Redomestication of a Foreign Insurer Filing Requirements
IV. Change of Statutory Home Office Address Filing Requirements
V. Merger of Two or More Foreign Insurers
VI. Proposed/Completed Change of Control of Foreign Insurers
VII. Amended Articles of Incorporation
VIII. Amended Bylaws
IX. Change of Address/Contact Notification Filing Requirement
X. Statement of Withdrawal/Complete Surrender of Certificate of Authority Application
XI. Voluntary Dissolution
XII. Amended Uniform Consent to Service of Process
I. Adding and/or Deleting Lines of Business Filing Requirements
Corporate Amendments Application Section I
Filing Requirements (Adding and/or Deleting Lines of Business)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, there typically are multiple purposes for documents. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please review the state specific requirements in the state charts and state-specific requirements prior to contacting the states individually if there are questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section. For electronic application submissions, required forms are provided for the application change type selected, therefore it is important to read the instructions prior to starting an electronic filing to ensure the necessary corporate amendment change type is selected and the appropriate forms are provided.
Table of Contents/ Application Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation
4. Bylaws
5. Minimum Capital and Surplus Requirements
6. Statutory Deposit Requirements
7. Plan of Operation
8. Statutory Membership(s)
9. Certificate of Compliance
10. State-Specific Information
11. Deleting Lines of Business
Application Form and Attachments
Item 1 of the application
The application must identify all lines of insurance that the Applicant Company is currently authorized to transact and specify the lines of authority to add or delete from an existing Certificate of Authority, as identified in the plan of operation. The Applicant Company must be authorized in their domiciliary state for the lines of business requested to add in the application. The Applicant Company should review the Seasoning Requirements chart for each submission state. For hard-copy filings submit a completed Checklist (Form 1C), and an original executed Application Form (Form 2C), completed Lines of Business (Form 3) and a copy of the Applicant Company’s original Certificate of Authority or an affidavit of lost Certificate of Authority (Form 15) as Item 1 of the application. A cover letter may be included. The Checklist is automatically created in the electronic application and cannot be edited.
Form 3 Line of Business Matrix
Filing Fee
Filing Fees - Corporate Amendments chart. Submit/upload a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation
Item 3 of the application
Indicate the location of the language within the Articles of Incorporation that allows the Applicant Company to write this line (e.g., page number, section number, etc., of the Articles of Incorporation). In addition:
- If the Articles of Incorporation have changed because of this application, file the amended Articles of Incorporation.
- If the Articles of Incorporation most recently filed in the application state have not changed because of this application, do not file the Articles of Incorporation. Simply state that the current Articles of Incorporation are already on file in the application state.
Bylaws
Item 4 of the application
The Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed because of this application, file the amended bylaws.
- If the bylaws most recently filed in the application state have not changed because of this application, do not file the bylaws. Simply state that the current bylaws are already on file in the application state.
Minimum Capital and Surplus Requirements
Item 5 of the application
The application will need to show that the Applicant Company meets the state’s statutory minimum capital and surplus requirements for the requested amendment to its Certificate of Authority. In some states, the minimum capital and surplus requirements are determined by the classes of insurance that the Applicant Company is requesting authority to transact and the classes of insurance the Applicant Company is authorized to transact in all other jurisdictions. The state will determine the level of surplus required after considering the Applicant Company’s product line, operating record and financial condition. Compliance with the statutorily prescribed minimum surplus requirement may not be sufficient for all Applicant Companies. The Minimum Capital and Surplus Requirements chart identifies the minimum capital and surplus requirements for each Uniform State. This chart also provides a contact person or a link to a state-specific format or RBC requirements and instructions. Submit an explanation of the Applicant Company’s compliance with the capital and surplus requirements.
Statutory Deposit Requirements
Item 6 of the application
A Statutory Deposit may be required for the requested modification. The Statutory Deposit Requirements chart provides state-specific requirements and identifies those states that require a Statutory Deposit. Unless otherwise indicated the Statutory Deposit is for the benefit of all policyholders. Please refer to the Certificate of Compliance and Certificate of Deposit Requirements chart for specific requirements for the date of issuance of the Certificate of Deposit (Form 7) from the date of the application. The Applicant Company should submit the Certificate of Deposit (Form 7) prepared by the state of domicile. For electronic submissions the domiciliary state can complete the certificates or upload them into the electronic filing. This step must be done in order to check this item on the electronic application Checklist.
Plan of Operation
Item 7 of the application
The Plan of Operation has three components, a brief narrative, proforma financial statements/projections (Form 13) and a completed Questionnaire (Form 8C). The narrative should include significant information not captured as a part of the Questionnaire that the Applicant Company submits in support of the application. The proforma is one of three (3) components in the Plan of Operation. The forms are located under the Corporate Amendment tab. There is a proforma for Life, Property/Casualty, Health and Title companies. Provide a company-wide, three-year proforma balance sheet and income statement. The proforma workbook should be the same business type as the financial statement blank filed with the NAIC. For the lines requested, provide three-year premium and loss projections by line of business for the application state. Projections must support all aspects of the proposed Plan of Operation, including reinsurance arrangements and any delegated function agreements. Include the assumptions used to arrive at these projections.
The proforma when applied to the Corporate Amendment application is projected data. As such, the projected amounts need not balance with historical NAIC financial filings. The projected data, however, should be relevant to the Company’s history of growth and losses as contemplated by the NAIC Accounting Practices and Procedures Manual.
The proforma should be completed by statutory accounting and financial reporting professionals that should be available to answer any questions or concerns from reviewing regulatory staff. The proforma is completed on an annual basis, typically for a three-year time period, however, some state may require five years. The proforma balance sheet should also include the authorized control level amount to calculate the Risk-Based Capital ratio for each projected year. The proforma should start with the first full year of operation that the Applicant Company anticipates actively writing business in the state(s) receiving the application. When preparing a five-year projection, two proforma excel workbooks can be submitted.
The proforma (Form 13) is located in the Forms Section under each application tab on the UCAA website. Submit the narrative and completed proforma and all attachments.
Statutory Memberships
Item 8 of the application
In some states, the Applicant Company is required to join one or more rating, guarantee or other organizations before transacting insurance. Generally, the Applicant Company’s authorized lines of insurance govern statutorily mandated memberships. The Statutory Membership Requirements chart provides the list of statutory memberships that may be required before transacting insurance. Submit documentation supporting membership application(s), in states where required.
Certificate of Compliance
Item 9 of the application
Include a Certificate of Compliance with the application. Please refer to the Certificate of Compliance and Certificate of Deposit Requirements chart for specific requirements for the date of issuance of the Certificate of Compliance (Form 6) from the file date of the application. The current domiciliary state must complete the Certificate. The domiciliary state can complete or upload the certificate in the electronic filing.
State-Specific Information
Item 10 of the application
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can amend a Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review the listing of requirements on the State-Specific requirements for the state to which the Applicant Company is applying.
Deleting Lines of Business
Item 11 of the application
Complete Section II of Form 8C (questions 22–25) documenting
the following:
a. Utilizing the information contained in Form 3, list all of the lines of business that the Applicant Company is requesting to delete from its Certificate of Authority.
b. Provide a detailed explanation for the Applicant Company’s request to delete these lines of business.
c. For each state, indicate the number of policyholders by line of business that will be non-renewed or cancelled if the state approves the Applicant Company’s request to delete lines of business.
The UCCA website contains a Deleting Lines of Business Requirements chart of individual state requirements. Provide documentation that complies with all requirements for removal of lines of business from the Certificate of Authority. The Applicant Company should notify the foreign state(s) if a line of business has been requested to be deleted from their domiciliary state’s certificate of authority.
II. Name Change Filing Requirements
Corporate Amendments Application Section II
Filing Requirements (Name Change)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, documents typically serve multiple purposes. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please review the instructions, state charts and FAQS before contacting the states individually if there are questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section.
Table of Contents/ Application Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation
4. Bylaws
5. Service of Process
6. State of Domicile Approval
7. State-Specific Information
8. Name Approval
Application Form and Attachments
Item 1 of the application
For hard-copy filings the Applicant Company must submit a completed Checklist (Form 1C), an original executed Application Form (Form 2C) and the Applicant Company’s original Certificate of Authority or an Affidavit of Lost Certificate of Authority (Form 15). A cover letter may be included. The Checklist is automatically created in the electronic application
Filing Fee
Item 2 of the application
Include a filing fee for each application state, unless specified that the state prefers to send an invoice. The payee name and the instructions for submitting the filing fee are included in the Filing Fees - Corporate Amendments chart. Submit a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation
Item 3 of the application
Indicate the location of the language within the Articles of Incorporation that reflects the new name (e.g., page number, section number, etc., of the Articles of Incorporation). In addition:
- If the Articles of Incorporation have changed because of this application, file the amended Articles of Incorporation.
- If the Articles of Incorporation most recently filed in the application state have not changed because of this application, do not file the Articles of Incorporation. Simply state that the current Articles of Incorporation are already on file in the application state.
Bylaws
Item 4 of the application
The Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed because of this application, file the amended bylaws.
- If the bylaws most recently filed in the application state have not changed because of this application, do not file the bylaws. Simply state that the current bylaws are already on file in the application state.
Service of Process
Item 5 of the application
Include one original fully executed UCAA Service of Process (Form 12) or see state-specific requirements.
State of Domicile Approval (Foreign Insurers Only)
Item 6 of the application
Provide a copy of the name change approval from the Applicant Company’s state of domicile.
State-Specific Information
Item 7 of the application
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can amend a Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review a listing of requirements for the state to which the Applicant Company is applying. State-specific requirements are located on the UCAA website.
Name Approval
Item 8 of the application
Each state has different guidelines and procedures for name approval. The Name Approval Requirements chart is intended to serve as a guide for the various name approval requirements of each Uniform State. The Applicant Company should check with each state separately to ensure compliance with all applicable name approval requirements. Where applicable, submit evidence of the name approval request.
The Applicant Company must notify the NAIC once the domiciliary state approves the name change prior to preparation of the electronic application. Email approval to: jheinz@naic.org.
III. Redomestication of a Foreign Insurer Filing Requirements
Corporate Amendments Application Section III
Filing Requirements (Redomestication of a Foreign Insurer)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, documents typically serve multiple purposes. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please review the instructions, charts and FAQs prior to contacting the states individually if there are questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section.
Table of Contents/ Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation
4. Bylaws
5. Statutory Deposit Requirements
6. Service of Process
7. State of Domicile Approval (Foreign Insurers Only)
8. State-Specific Information
Application Form and Attachments
Item 1 of the application
For hard-copy filings submit a completed Checklist (Form 1C), and an original executed Application (Form 2C) and the Applicant Company’s original Certificate of Authority or an Affidavit of Lost Certificate of Authority (Form 15) as Item 1 of the application. A cover letter may be included. The Checklist is automatically created in the electronic application.
Filing Fee
Item 2 of the application
Include a filing fee for each application state. The payee name and the instructions for submitting the filing fee are included in the Filing Fees - Corporate Amendments chart. Submit a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation
Item 3 of the application
Indicate the location of the language within the Articles of Incorporation that reflects the redomestication (e.g., page number, section number, etc., of the Articles of Incorporation). In addition:
- If the Articles of Incorporation have changed because of this application, file the amended Articles of Incorporation.
- If the Articles of Incorporation most recently filed in the application state have not changed because of this application, do not file the Articles of Incorporation. Simply state that the current Articles of Incorporation are already on file in the application state.
Bylaws
Item 4 of the application
The Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed because of this application, file the amended bylaws.
- If the bylaws most recently filed in the application state have not changed because of this application, do not file the bylaws. Simply state that the current bylaws are already on file in the application state.
Statutory Deposit Requirements
Item 5 of the application
A Statutory Deposit may be required for the requested modification. The Statutory Deposit Requirements chart provides state-specific requirements and identifies those states that require a Statutory Deposit. Unless otherwise indicated the Statutory Deposit is for the benefit of all policyholders. Please refer to the Certificate of Compliance and Certificate of Deposit Requirements chart for specific requirements for the date of issuance of the Certificate of Deposit (Form 7) from the file date of the application. The Applicant Company should submit the Certificate of Deposit (Form 7) prepared by its state of domicile. For electronic submissions, the domiciliary state should complete or upload the certificates in the electronic filing to complete the electronic Checklist.
Service of Process
Item 6 of the application
Include one original fully executed UCAA Service of Process form (Form 12) or state-specific requirements.
State of Domicile Approval
Item 7 of the application
Provide a copy of the redomestication approval from the Applicant Company’s state of domicile.
The Applicant Company must notify the NAIC once the domiciliary state approves the redomestication prior to preparation of the electronic application. Email approval to: jheinz@naic.org.
State-Specific Information
Item 8 of the application
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can amend a Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review the State-Specific Requirements for the application state.
IV. Change of Statutory Home Office Address Filing Requirements
Corporate Amendments Application Section IV
Filing Requirements (Change of Statutory Home Office Address)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, documents typically serve multiple purposes. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please review the instructions, state charts and FAQs prior to contacting the states individually if there are questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section.
Table of Contents/ Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation
4. Bylaws
5. Service of Process
6. State of Domicile Approval (Foreign Insurers Only)
7. State-Specific Information
Application Form and Attachments
Item 1 of the application
For hard-copy filings the Applicant Company must submit a completed Checklist (Form 1C), and an original executed Application (Form 2C) and the Applicant Company’s original Certificate of Authority or an Affidavit of Lost Certificate of Authority (Form 15), if required as Item 1 of the application. A cover letter may be included. The Checklist is automatically created for electronic filings.
Filing Fee
Item 2 of the application.
The application will need to include a filing fee for the application state. The payee name and the instructions for submitting the filing fee are included in the Filing Fees - Corporate Amendments chart. Submit a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation
Item 3 of the application
Indicate the location of the language within the Articles of Incorporation that reflects the change of statutory home office address (e.g., page number, section number, etc., of the Articles of Incorporation). In addition:
- If the Articles of Incorporation have changed because of this application, file the amended Articles of Incorporation.
- If the Articles of Incorporation most recently filed in the application state have not changed because of this application, do not file the Articles of Incorporation. Simply state that the current Articles of Incorporation are already on file in the application state.
Bylaws
Item 4 of the application
The Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed because of this application, file the amended bylaws.
- If the bylaws most recently filed in the application state have not changed because of this application, do not file the bylaws. Simply state that the current bylaws are already on file in the application state.
Service of Process
Item 5 of the application
Include one original fully executed UCAA Service of Process form (Form 12) or State-Specific Requirements.
State of Domicile Approval (Foreign Insurers Only)
Item 6 of the application
Provide a copy of the approval from the Applicant Company’s state of domicile.
State-Specific Information
Item 7 of the application
Some jurisdictions may have State-Specific Requirements that the Applicant Company must meet before the state can amend a Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review a listing of requirements for the application state. Attach a completed Form 14, if contact address information has changed because of this application.
V. Merger of Two or More Foreign Insurers
Corporate Amendments Application Section V
Filing Requirements (Merger of Two or More Foreign Insurers)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, documents typically serve multiple purposes. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please review the instructions, charts and FAQs prior to contacting the states individually if there are questions about a specific document.
Please read the following Instructions before proceeding in completing Corporate Amendment Application Section V. Section V may not be applicable.
Instructions
The Corporate Amendment Application Section V is for notifying the states that a merger involving one or more licensed companies is taking place. Section V provides for submission of the information on the surviving Applicant Company that changed due to the merger and the surrender of any certificates of authority for non-surviving companies if applicable. Section V is not applicable for filing in a state if either insurer involved in the merger is a domestic insurer in that state. If an insurer that is party to the merger has a license in California, then do not submit a UCAA Corporate Amendment Section V to California, as it has a state application for prior consent of a merger involving a licensed insurer.
For each admitted state for any one of the merging companies, please proceed through the steps given below to determine the appropriate filing for the situation in each state. The steps may result in one Corporate Amendment filing going to several states to report the merger and a Corporate Amendment filing to add lines of business if the surviving entity is not currently authorized to transact a line of business absorbed by the non-surviving entity. That filing would include corporate documents that changed due to the merger, if any, and surrender of the non-surviving company’s Certificate of Authority if applicable. In some cases, the Applicant Company may need to submit the UCAA expansion application to some states to obtain a license that allows the surviving insurance company to operate, review the Seasoning Requirements chart for those states.
Step One:
For each state consider the following:
1. Is the surviving insurer licensed as a foreign insurer in the state?
2. Is the non-surviving insurer licensed as a foreign insurer in the state?
If the answer to both questions is “yes,” then proceed to Step Two.
If the answer to both questions is “no,” then no filing in the state is required. Do not complete the UCAA Corporate Amendment Application. In order to conduct business in the state post-merger, the surviving insurer will need to complete the UCAA Expansion Application located on the UCAA website.
If the answer to question one is “yes” and the answer to question two is “no,” then go to Step Two. If the answer to question one is “no” the surviving insurer is not currently authorized as a foreign insurer in the state, then go to Step Three.
Step Two:
For the authorized surviving Applicant Company:
1. Are the authorized lines of business aligned for the merged companies?
2. Is the surviving Applicant Company currently authorized to write all of these lines of business, including variable products, in the state, formerly conducted by the non-survivor?
If the answer to questions 1 and 2 is “yes,” then complete Section V of the UCAA Corporate Amendment Application.
If the answer to either question is “no,” then review and complete both Section V and Section I of the UCAA Corporate Amendment Application located on the UCAA website to add those lines that the Surviving Applicant Company is not currently authorized to transact in the state. For additional guidance please refer to the UCAA FAQs – General.
Step Three:
If the instructions directed the Applicant Company to this step, then the surviving Applicant Company is not currently authorized to conduct business in the state. In order to conduct business in the state, the surviving Applicant Company must complete the UCAA Expansion Application and request authorization for all lines it will be transacting in the state, post-merger. For further information and clarification, review the Seasoning Requirements chart prior to contacting the individual listed as the expansion application contact on the Address and Contact Information chart.
Table of Contents/ Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation/Articles of Merger
4. Bylaws
5. Minimum Capital and Surplus Requirements
6. Statutory Deposit Requirements
7. Plan of Operation
8. Statutory Membership(s)
9. NAIC Biographical Affidavits
10. Service of Process
11. State of Domicile Approval
12. State-Specific Information
Application Form and Attachments
Item 1 of the application
For hard-copy filings the Applicant Company must submit a completed Checklist (Form 1C), an original executed Application (Form 2C) and the Applicant Company’s original Certificate of Authority or an Affidavit of Lost Certificate of Authority (Form 15) as Item 1 of the application. A cover letter may be included. For electronic submissions the Checklist is completed automatically.
Filing Fee
Item 2 of the application
The application will need to include a filing fee for the state to which the Applicant Company is submitting. The payee name and the instructions for submitting the filing fee are included in the Filing Fees - Corporate Amendments chart. Include a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation /Articles of Merger
Item 3 of the application
Indicate the location of the language within the Articles of Incorporation of the surviving Applicant Company that reflects the merger (e.g., page number, section number, etc., of the Articles of Incorporation). In addition:
- If the Articles have changed because of this application, then file the amended Articles of Incorporation.
- If the Articles of Incorporation most recently filed in the application state have not changed because of this application, then do not file the Articles of Incorporation. Simply state that the current Articles of Incorporation are already on file in the application state.
Bylaws
Item 4 of the application
The surviving Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed because of this application, then file the amended bylaws.
- If the bylaws most recently filed in the application state have not changed because of this application, then do not file the bylaws. Simply state that the current bylaws are already on file in the application state.
Minimum Capital and Surplus Requirements
Item 5 of the application
The application will need to show that subsequent to the merger, the Applicant Company meets the state’s statutory minimum capital and surplus requirements for the requested amendment to its Certificate of Authority. Submit an explanation of how the Applicant Company complies with the capital and surplus requirements. In some states, the minimum capital and surplus requirements are determined by the classes of insurance that the Applicant Company is requesting authority to transact and the classes of insurance the Applicant Company is authorized to transact in all other jurisdictions. The level of surplus required will be determined after considering the Applicant Company’s product line, operating record and financial condition. Compliance with the statutorily prescribed minimum surplus requirement may not be sufficient for all Applicant Companies. The Minimum Capital and Surplus Requirements chart identifies the minimum capital and surplus requirements for each Uniform State. This chart also provides a contact person or a link to a state-specific format or RBC requirements and instructions.
Statutory Deposit Requirements
A Statutory Deposit may be required for the requested Corporate Amendment. The Statutory Deposit Requirements chart provides state-specific requirements and identifies those states that require a Statutory Deposit. Unless otherwise indicated the Statutory Deposit is for the benefit of all policyholders. Please refer to the Certificate of Compliance and Certificate of Deposit Requirements chart for specific requirements for the date of issuance of the Certificate of Deposit (Form 7) from the file date of the application. The Applicant Company should submit the Certificate of Deposit (Form 7) prepared by its state of domicile. For electronic submission, the domiciliary state may complete or upload the certificates directly in the electronic filing to complete the application Checklist.
Plan of Operation
Item 7 of the application
If the business plan of the surviving Applicant Company will change because of the merger, submit a Plan of Operation; otherwise, a statement that the business plan will not change will suffice. The Plan of Operation for a merger application contains two components, a brief narrative and proforma financial statements/projections (Form 13). The narrative should include significant information in support of the application. Projections must support all aspects of the proposed plan of operation, including reinsurance arrangements and any delegated function agreements. Include the assumptions used to arrive at these projections. The proforma is one of two (2) components in the Plan of Operation for a Corporate Amendment merger of two or more foreign insurers application. The forms are located under the Corporate Amendment tab. There is a proforma for life, property/casualty, health and title companies. Provide a company-wide, three-year proforma balance sheet and income statement. The proforma workbook should be the same business type as the financial statement blank filed with the NAIC. For the lines requested, provide three-year premium and loss projections by line of business for the application state. Projections must support all aspects of the proposed Plan of Operation, including reinsurance arrangements and any delegated function agreements. Include the assumptions used to arrive at these projections.
The proforma when applied to the Corporate Amendment application is projected data. As such, the projected amounts need not balance with historical NAIC financial filings. The projected data, however, should be relevant to the Company’s history of growth and losses as contemplated by the NAIC Accounting Practices and Procedures Manual. The proforma balance sheet should also include the authorized control level amount to calculate the Risk-Based Capital ratio for each projected year.
The proforma should be completed by statutory accounting and financial reporting professionals that should be available to answer any questions or concerns from reviewing regulatory staff. The proforma is completed on an annual basis, typically for a three-year time period, however, some state may require five years. The proforma balance sheet should also include the authorized control level amount to calculate the Risk-Based Capital ratio for each projected year. The proforma should start with the first full year of operations that the Applicant Company anticipates actively writing business in the state(s) receiving the application. When preparing a five-year projection, two proforma excel workbooks can be submitted.
The proforma (Form 13) is located in the Forms Section under each application tab on the UCAA website. Submit the narrative and completed proforma and all attachments.
Statutory Memberships
Item 8 of the application
In some states, the Applicant Company is required to join one or more rating, guaranty or other organizations before transacting insurance. Generally, the Applicant Company’s authorized lines of insurance govern statutorily mandated memberships. The Statutory Membership Requirements chart provides a list of statutory memberships that may be required before transacting business. Submit documentation supporting membership application(s), in states where required.
NAIC Biographical Affidavits
Item 9 of the application
A. The Applicant Company is required to submit an NAIC Biographical Affidavit (Form 11) in connection with pending or future application(s) for licensure or a permit to organize with a department of insurance in one or more states. The Applicant Company must submit an NAIC Biographical Affidavit on behalf of all officers, directors and key managerial personnel of the Applicant Company and individuals with a ten percent (10%), or more, beneficial ownership in the Applicant Company or the Applicant Company’s ultimate controlling person (Affiant), if the information currently on file with the regulator is not current. Individuals with ten percent (10%) or more beneficial ownership in the Applicant Company or Applicant Company’s ultimate controlling person who do not file a biographical affidavit should file a copy of the Disclaimer of Control and approval from the domiciliary regulator.
B. The UCAA defines “Independent Third-Party” as:
- A consumer reporting agency (“CRA”) overseen by the Federal Trade Commission (“FTC”) and, therefore, subject to the FCRA, which have been vetted and is currently on the approved list;
- Has the ability to perform international background investigations; and
- One whose officers and directors have no material affiliation with the Applicant Company other than stock ownership amounting to less than one percent (1%) of total stock outstanding, unless prior approval is given by the department of insurance to which application is being made.
C. The NAIC Biographical Affidavit requests information with respect to the Affiant’s employment history, education, personal information and character. The NAIC Biographical Affidavit also includes the Disclosure and Authorization Concerning Background Reports (the “Disclosure & Authorization Form”). The signature of the Affiant on the Disclosure & Authorization Form permits an Independent Third-Vendor to conduct an independent third-party verification on the Affiant.
D. The NAIC Biographical Affidavit includes three types of the Disclosure & Authorization Forms. There are three different Disclosure & Authorization Forms since certain state laws, regulations and rules require different kinds of disclosures and wording within such form. An Affiant must sign the corresponding Disclosure & Authorization Form(s) for the respective state(s) where the Affiant has lived or worked within the last ten (10) years. Refer to the Disclosure & Authorization Forms for further information.
E. The NAIC Biographical Affidavit is used to evaluate the suitability, competency, character and integrity of the Affiant in connection with an Applicant Company’s pending or future application(s) for licensure or a permit to organize with a department of insurance in one or more states.
The Independent Third-Party uses information contained in the NAIC Biographical Affidavit as a tool to perform an independent third-party verification to determine an individual’s fitness and propriety. The independent third-party verification may contain information bearing on the Affiant’s character, general reputation, personal characteristics, mode of living and credit standing (if required by the state). The Independent Third-Party Vendors shall use the independent third-party verification to create a background report (the “Background Report”).
F. The Disclosure & Authorization Form is valid for a maximum of six months. Additionally, an Affiant may revoke the authorization at any time by delivering a written revocation to the Applicant Company. Refer to the Disclosure & Authorization Form for further information.
G. The Background Reports are subject to the Fair Credit Reporting Act (“FCRA”). Pursuant to FCRA, the state departments of insurance and an Applicant Company who is seeking admission are “users” of consumer reports. The FCRA requires that the Applicant Company provide the Affiant with a copy of the “Summary of Your Rights Under the Fair Credit Reporting Act.” The Applicant Company should provide a copy of the “Summary of Your Rights under the Fair Credit Reporting Act” to each Affiant. This summary can be found at the Federal Trade Commission (FTC) website. Background Reports are valid for six months from the signature date of the affidavit. Any alteration to the original biographical affidavit or updated signature will require a newly prepared background report.
H. The Applicant Company and state departments of insurance are required to comply with FCRA, especially as it relates to confidentiality of the information contained in such consumer reports. To the extent required by law, the states and Third-Party Vendors should maintain the Background Reports procured under the Disclosure & Authorization Form as confidential. A copy of FCRA is located here.
I. The department of insurance in the state where the Applicant Company files, or intends to file and the Applicant Company may require the Background Report. An Affiant, who desires a copy of their Background Report, may request a copy from the Applicant Company or the CRA as indicated on the Disclosure & Authorization Form. Refer to the Disclosure & Authorization Form for further information.
J. For those states that require additional background information, such as fingerprints, in place of or in addition to, NAIC Biographical Affidavits, please refer to the appropriate charts for fingerprints and processing fees information.
The list of currently approved Independent Third-Party Vendors for Background Reports is located on the UCAA homepage.
NAIC Biographical Affidavits must be completed on the most current form, in effect at the time the affidavit was signed and the Affiant shall not sign the Affidavits more than six months before the date the Applicant Company files the application. Each question on the biographical affidavit must have a response. If an answer is “None”, then so state. Incomplete biographical affidavits could delay the background investigation report and result in a delay of the application review by the state.
Submit original Biographical Affidavits that contain the Disclosure & Authorization Form to the state department(s) of insurance.
Disclaimer of Control, Biographical Affidavit, Group Cover Letter and Addendum Pages
Form 9 - Disclaimer of Control
Form 11 - Biographical Affidavit
Form 11a - Biographical Affidavit Group Cover Letter
Form 11b - Biographical Affidavit Addendum - Residence
Form 11b - Biographical Affidavit Addendum - Education
Form 11b - Biographical Affidavit Addendum - Employment
Form 11b - Biographical Affidavit Addendum - Licenses
Form 11b - Biographical Affidavit Addendum - Professional Societies
Form 11b - Biographical Affidavit Addendum - General
Form 11b - Biographical Affidavit Addendum - Blank
Uniform Consent to Service of Process
Item 10 of the application
If the merger affects any of the information captured on the Uniform Consent to Service of Process and the Resolution Authorizing Appointment of Attorney (Form 12), submit one original fully executed Uniform Consent to Service of Process form or the appropriate state-specific form.
State of Domicile Approval
Item 11 of the application
Provide a copy of the approval from the Applicant Company’s state of domicile, including a copy of the Merger Agreement, and sample Assumption Certificate, if any.
The Applicant Company must notify the NAIC once the domiciliary state approves the merger prior to preparation of the electronic application. Email approval to: jheinz@naic.org.
State-Specific Information
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can amend the Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review a listing of State-Specific requirements for the application state.
VI. Proposed/Completed Change of Control of Foreign Insurers
Corporate Amendments Application Section VI
Filing Requirements (Proposed/Completed Change of Control of Foreign Insurers)
This section provides a guide to understanding the main focus of each document of the Corporate Amendment Application. However, documents are typically used for multiple purposes. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please contact the states individually if there are questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section in the Forms section on the UCAA website.
Please read the following Instructions before in completing Corporate Amendment Application Section VI.
Instructions
The Corporate Amendment Application Section VI provides for submission of proposed change of control transaction information (proposed transaction) and a second filing of actual information after the change of control is complete (completed transaction). Section VI is not applicable for filing in a state if the insurer is a domestic insurer in that state.
Table of Contents / Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation
4. Bylaws
5. Plan of Operation
6. NAIC Biographical Affidavits
7. Uniform Consent to Service of Process
8. State of Domicile Approval
9. State-Specific Information
Application Form and Attachments
Item 1 of the application
For hard-copy filings a completed Checklist (Form 1C), and an original executed application (Form 2C) must be submitted as Item 1 of the application for a proposed transaction and again for a completed transaction. Include the previous and new group code if applicable. All forms for the Corporate Amendment Application are located in the Forms section on the UCAA website. A cover letter may be included.
Filing Fee
Item 2 of the application
The application may need to include a filing fee for the state to which the Applicant Company is submitting. The payee name and the instructions for submitting the filing fee are located in the Filing Fees - Corporate Amendments chart. Submit a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation
Item 3 of the application
Indicate the location of the language within the Articles of Incorporation that reflects the change of city (e.g., page number, section number, etc., of the Articles of Incorporation). In addition:
- If the Articles of Incorporation have changed as a result of the change of control, file the amended Articles.
- If the Articles of Incorporation most recently filed in the application state have not changed because of this application, do not file the Articles of Incorporation. Simply state that the current articles are already on file in the application state.
Bylaws
Item 4 of the application
The Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed because of this application, file the amended bylaws.
- If the bylaws most recently filed in the application state have not changed because of this application, do not file the bylaws. Simply state that the current bylaws are already on file in the application state.
Plan of Operation
Item 5 of the application
If the business plan of the Applicant Company will change as a result of the change of control transaction, a plan of operation must be submitted; otherwise, a statement that the business plan will not change will suffice. The plan of operation is made up of two components; a brief narrative and proforma financial statements/projections (Form 13). The narrative should include significant information in support of the application. The proforma is one of two (2) components in the Plan of Operation for a change of control of foreign insurer application. The forms are located on the UCAA website under the Corporate Amendment tab. There is a proforma for life, property/casualty, health and title companies. Provide a company-wide, three-year proforma balance sheet and income statement. The proforma workbook should be the same business type as the financial statement blank filed with the NAIC. For the lines of business requested, provide three-year premium and loss projections by line for the application state. Projections must support all aspects of the proposed Plan of Operation, including reinsurance arrangements and any delegated function agreements. Include the assumptions used to arrive at these projections.
The proforma when applied to the Corporate Amendment application is projected data. As such, the projected amounts need not balance with historical NAIC financial filings. The projected data, however, should be relevant to the Company’s history of growth and losses as contemplated by the NAIC Accounting Practices and Procedures Manual. The proforma balance sheet should also include the authorized control level amount to calculate the Risk-Based Capital ratio for each projected year.
The proforma should be completed by statutory accounting and financial reporting professionals that should be available to answer any questions or concerns from reviewing regulatory staff. The proforma is completed on an annual basis, typically for a three-year time period, however, some state may require five years. The proforma balance sheet should also include the authorized control level amount to calculate the Risk-Based Capital ratio for each projected year. The proforma should start with the first full year of operations that the Applicant Company anticipates actively writing business in the state(s) receiving the application. When preparing a five-year projection, two proforma excel workbooks can be submitted.
The proforma (Form 13) is located in the Forms Section under each application tab on the UCAA website. Submit the narrative and completed proforma and all attachments.
NAIC Biographical Affidavits
Item 6 of the application
A. The Applicant Company is required to submit an NAIC Biographical Affidavit (Form 11) in connection with pending or future application(s) for licensure or a permit to organize with a department of insurance in one or more states. The Applicant Company must submit an NAIC Biographical Affidavit on behalf of all officers, directors and key managerial personnel of the Applicant Company and individuals with a ten percent (10%), or more, beneficial ownership in the Applicant Company or the Applicant Company’s ultimate controlling person (Affiant), if the information currently on file with the regulator is not current. Individuals with ten percent (10%) or more beneficial ownership in the Applicant Company or Applicant Company’s ultimate controlling person who do not file a biographical affidavit should file a copy of the Disclaimer of Control and approval from the domiciliary regulator.
B. The UCAA defines “Independent Third-Party” as:
- A consumer reporting agency (“CRA”) overseen by the Federal Trade Commission (“FTC”) and, therefore, subject to the FCRA, which have been vetted and is currently on the approved list;
- Has the ability to perform international background investigations; and
- One whose officers and directors have no material affiliation with the Applicant Company other than stock ownership amounting to less than one percent (1%) of total stock outstanding, unless prior approval is given by the department of insurance to which application is being made.
C. The NAIC Biographical Affidavit requests information with respect to the Affiant’s employment history, education, personal information and character. The NAIC Biographical Affidavit also includes the Disclosure and Authorization Concerning Background Reports (the “Disclosure & Authorization Form”). The signature of the Affiant on the Disclosure & Authorization Form permits an Independent Third-Vendor to conduct an independent third-party verification on the Affiant.
D. The NAIC Biographical Affidavit includes three types of the Disclosure & Authorization Forms. There are three different Disclosure & Authorization Forms since certain state laws, regulations and rules require different kinds of disclosures and wording within such form. An Affiant must sign the corresponding Disclosure & Authorization Form(s) for the respective state(s) where the Affiant has lived or worked within the last ten (10) years. Refer to the Disclosure & Authorization Forms for further information.
E. The NAIC Biographical Affidavit is used to evaluate the suitability, competency, character and integrity of the Affiant in connection with an Applicant Company’s pending or future application(s) for licensure or a permit to organize with a department of insurance in one or more states.
The Independent Third-Party uses information contained in the NAIC Biographical Affidavit as a tool to perform an independent third-party verification to determine an individual’s fitness and propriety. The independent third-party verification may contain information bearing on the Affiant’s character, general reputation, personal characteristics, mode of living and credit standing (if required by the state). The Independent Third-Party Vendors shall use the independent third-party verification to create a background report (the “Background Report”).
F. The Disclosure & Authorization Form is valid for a maximum of six months. Additionally, an Affiant may revoke the authorization at any time by delivering a written revocation to the Applicant Company. Refer to the Disclosure & Authorization Form for further information.
G. The Background Reports are subject to the Fair Credit Reporting Act (“FCRA”). Pursuant to FCRA, the state departments of insurance and an Applicant Company who is seeking admission are “users” of consumer reports. The FCRA requires that the Applicant Company provide the Affiant with a copy of the “Summary of Your Rights Under the Fair Credit Reporting Act.” The Applicant Company should provide a copy of the “Summary of Your Rights under the Fair Credit Reporting Act” to each Affiant. This summary can be found at the Federal Trade Commission (FTC) website. Background Reports are valid for six months from the signature date of the affidavit. Any alteration to the original biographical affidavit or updated signature will require a newly prepared background report.
H. The Applicant Company and state departments of insurance are required to comply with FCRA, especially as it relates to confidentiality of the information contained in such consumer reports. To the extent required by law, the states and Third-Party Vendors should maintain the Background Reports procured under the Disclosure & Authorization Form as confidential. A copy of FCRA is located here.
I. The department of insurance in the state where the Applicant Company files, or intends to file and the Applicant Company may require the Background Report. An Affiant, who desires a copy of their Background Report, may request a copy from the Applicant Company or the CRA as indicated on the Disclosure & Authorization Form. Refer to the Disclosure & Authorization Form for further information.
J. For those states that require additional background information, such as fingerprints, in place of or in addition to, NAIC Biographical Affidavits, please refer to the appropriate charts for fingerprints and processing fees information.
The list of currently approved Independent Third-Party Vendors for Background Reports is located on the UCAA homepage.
NAIC Biographical Affidavits must be completed on the most current form, in effect at the time the affidavit was signed and the Affiant shall not sign the Affidavits more than six months before the date the Applicant Company files the application. Each question on the biographical affidavit must have a response. If an answer is “None”, then so state. Incomplete biographical affidavits could delay the background investigation report and result in a delay of the application review by the state.
Submit original Biographical Affidavits that contain the Disclosure & Authorization Form to the state department(s) of insurance.
Disclaimer of Control, Biographical Affidavit, Group Cover Letter and Addendum Pages
Form 9 - Disclaimer of Control
Form 11 - Biographical Affidavit
Form 11a - Biographical Affidavit Group Cover Letter
Form 11b - Biographical Affidavit Addendum - Residence
Form 11b - Biographical Affidavit Addendum - Education
Form 11b - Biographical Affidavit Addendum - Employment
Form 11b - Biographical Affidavit Addendum - Licenses
Form 11b - Biographical Affidavit Addendum - Professional Societies
Form 11b - Biographical Affidavit Addendum - General
Form 11b - Biographical Affidavit Addendum - Blank
Uniform Consent to Service of Process
Item 7 of the application
If there are in effect changes to information captured on the Uniform Consent to Service of Process and the Resolution Authorizing Appointment of Attorney (Form 12), submit one original fully executed Uniform Consent to Service of Process form (Form 12) or the appropriate state-specific form for these states: California, Massachusetts, Virginia and Wisconsin. Pennsylvania does not accept Service of Process and does not require Form 12. Include as Item 7 of the proposed transaction or completed transaction application.
If the most recently filed (in the state in which application is being made) Uniform Consent to Service of Process form (Form 12) has not changed, do not file the form. Simply state that the current information is already on file in the state to which this application relates.
State of Domicile Approval
Item 8 of the application
Provide a copy of the approval from the Applicant Company’s state of domicile when the change of control is completed.
The Applicant Company must notify the NAIC once the domiciliary state approves the change of control prior to preparation of the electronic application. Email approval to: jheinz@naic.org.
State-Specific Information
Item 9 of the application
Some jurisdictions may have additional requirements that must be met before a proposed change of control can be completed. For example, some states require the filing of a Form E (Pre-Acquisition Notification Form Regarding the Potential Competitive Impact of a Proposed Merger or Acquisition by a Non-Domiciliary Insurer Doing Business in this State or by a Domestic Insurer) at least 30 days before the completion of a change of control transaction. In addition some states may require a Holding Company Act Form B amended statement after completion of the change of control transaction. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review the listing of State-Specific Requirements for the application state.
VII. Amended Articles of Incorporation
This section provides a guide to understanding the main focus of each document of the Corporate Amendment Application. However, documents are typically used for multiple purposes. Therefore, it is important that applications be complete.
This section is intended for submission of amended Articles of Incorporation that are not a result of changes addressed in other areas of the Corporate Amendment Application (e.g., change in number of shares or par value).
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please contact the states individually with questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section in Forms section on the UCAA website.
Table of Contents / Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Articles of Incorporation
4. Bylaws
5. State of Domicile Approval
6. State-Specific Information
Application Form and Attachments
Item 1 of the application
For hard-copy filings a completed Checklist (Form 1C), and an original executed application (Form 2C) must all be submitted as Item 1 of the application. All forms for the Corporate Amendment Application are located in the Forms section on the UCAA website. A cover letter may be included.
Filing Fee
Item 2 of the application
The application will need to include a filing fee for the state to which the Applicant Company is submitting. The payee name and the instructions for submitting the filing fee are included in the: Filing Fees - Corporate Amendments chart on the UCAA website. Submit a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Articles of Incorporation
Item 3 of the application.
Indicate the location of the language within the Articles of Incorporation that reflects the change (e.g., page number, section number, etc., of the Articles of Incorporation).
Bylaws
Item 4 of the application
The Applicant Company should have previously filed the most current version of their bylaws.
- If the bylaws have changed as a result of this application, file the amended bylaws.
- If the most recently filed (in the state in which application is being made) bylaws have not changed as a result of this application, do not file the bylaws. Simply state that the current bylaws are already on file in the state to which this application relates.
State of Domicile Approval (Foreign Insurers Only)
Item 5 of the application
Provide a copy of the amended Articles of Incorporation approval from the Applicant Company’s state of domicile.
State-Specific Information
Item 6 of the application
Some jurisdictions may have additional requirements that must be met before a Certificate of Authority can be amended. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review a listing of requirements for the state(s) in which application is being made.
VIII. Amended Bylaws
Corporate Amendments Application Section VIII
Filing Requirements (Amended Bylaws)
This section provides a guide to understanding the main focus of each document of the Corporate Amendment Application. However, documents are typically used for multiple purposes. Therefore, it is important that applications be complete.
This section is intended for submission of amended bylaws that are not a result of changes addressed in other areas of the Corporate Amendment Application.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please contact the states individually with questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.
Table of Contents /Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Bylaws
4. State of Domicile Approval
5. State-Specific Information
Application Form and Attachments
Item 1 of the application.
For hard-copy filings a completed Checklist (Form 1C), and an original executed application (Form 2C) must all be submitted as Item 1 of the application. All forms for the Corporate Amendment Application are located in the Forms section on the UCAA website. A cover letter may be included.
Filing Fee
Item 2 of the application
The application will need to include a filing fee for the state to which the Applicant Company is submitting. The payee name and the instructions for submitting the filing fee are included in the Filing Fees - Corporate Amendments chart on the UCAA website. Submit a copy of the Applicant Company’s check. For electronic filings, checks will need to be mailed directly to the application state. Include a copy of the completed Checklist for reference to the electronic application tracking number. Please note that due to retaliatory statutes, the ultimate amount of fees in any state may be more than the amount indicated in the chart.
Bylaws
Item 3 of the application
Indicate the location of the language within the bylaws that reflects the change (e.g., page number, section number, etc., of the bylaws).
State of Domicile Approval (Foreign Insurers Only)
Item 4 of the application
Provide a copy of the amended bylaws approval from the Applicant Company’s state of domicile.
State-Specific Information
Some jurisdictions may have additional requirements that must be met before a Certificate of Authority can be amended. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review a list of requirements for the state in which application is being made.
IX. Change of Address/Contact Notification Filing Requirement
Stand-alone application.
Corporate Amendments Application Section IX
Filing Requirements (Change of Address/Contact Notification – Electronic Stand-Alone)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, documents typically serve multiple purposes. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please review the instructions, state charts and FAQs prior to contacting the states individually if there are questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section. All Forms are in Excel, Word or Adobe PDF file format.
Please read the following Instructions before proceeding in completing Corporate Amendment Application Section IX.
Instructions
The Applicant Company should complete the Corporate Amendment Application Section IX as a courtesy filing in conjunction with other changes or to notify regulatory officials of address changes or contact person changes applicable to the Applicant Company. For electronic filings, this change is submitted separately (stand-alone).
Table of Contents / Filing Requirements
1. Application Form and Attachments
2. State-Specific Information
Application Form and Attachments
Item 1 of Application
The Change of Address/Contact Notification is used to update contact information or address information and does not require an approval. Submit a completed Change of Address/Contact Notification (Form 14).
State-Specific Information
Item 2 of Application
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can amend a Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review the State-specific requirements for the application state. Attach a completed Form 12, Uniform Consent to Service of Process, if the forwarding address has changed because of this application. Include as Item 2 of the application.
X. Statement of Withdrawal/Complete Surrender of Certificate of Authority Application
Stand-alone application.
Corporate Amendments Application Section X
Filing Requirements (Statement of Withdrawal Complete Surrender of Certificate of Authority)
This section provides a guide to understanding the focus of each document of the Corporate Amendment Application. However, there typically are multiple purposes for documents. Therefore, it is important that applications be complete.
All documents submitted in support of the application must be current. However, in certain instances, some states have limited latitude to accept older documents. Please contact the states individually with questions about a specific document.
All forms required for the Corporate Amendment Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.
Table of Contents/ Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. Statement of Withdrawal and Attachments
4. State-Specific Information
Application Form and Attachments
Item 1 of the application
The application must identify the reason for withdrawal. For hard-copy filings submit a completed Checklist (Form 1C), and the original Certificate of Authority or an affidavit of lost Certificate of Authority (Form 15). All forms for the Corporate Amendment Application are located on the UCAA website. A cover letter may be included.
Filing Fee
Item 2 of the application.
The application must include a filing fee for the application state, if required. The payee name and instructions for submitting a filing fee are located in the Withdrawal Requirements chart located on the UCAA website. Submit a copy of the Applicant Company’s check. For electronic filings, the fees should include a copy of the electronic Checklist, which includes the filing’s tracking number.
Statement of Withdrawal and Attachments
Item 3 of the application
The application must include a completed Statement of Withdrawal (Form 17).
Include attachments to the Statement of Withdrawal.
State-Specific Information
Item 4 of the application
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can cancel a Certificate of Authority. Before completing a UCAA Corporate Amendment Application, the Applicant Company should review the listing of State-Specific Requirements for the application state.
XI. Voluntary Dissolution
Stand-alone application.
Corporate Amendments Application Section XI
Filing Requirements (Statement of Voluntary Dissolution)
This section provides a guide to understanding the purpose of completing the statement of voluntary dissolution. This courtesy filing does not require approval but should be provided when the Applicant Company is exiting the marketplace. This form is also available for Risk Retention Group registrations.
This form should be completed by those reporting entities that are ending their existence in all states. The Applicant Company should complete Form 16a or Form 16b and submit to the domicile state when requesting dissolution or cancellation of the Certificate of Authority and may also be requested by non-domiciliary states when requesting cancellation of the foreign Certificate of Authority. The purpose of the form is to provide information about the status of all foreign Certificates of Authority and any obligations that are still present in those states.
Table of Contents /Filing Requirements/Columns
1. List state(s) where certificate of authority has been held.
2. Approval date for the surrender of the Certificate of Authority.
3. Policyholder obligations or contingent liabilities.
4. Status of premium taxes, fees and other monetary obligations to the foreign state.
5. State deposits, amount and purpose.
Certificate of Authority has been held from the states listed below
List each state from which the entity has held a certificate of authority during the last 10 years. Include states where a certificate of authority had been issued and surrendered within the 10-year period. For Risk Retention Groups-list each state from which the entity has registered during the last 10 years. Include states where a registration had been issued and surrendered within the 10-year period.
Approval date of surrender of Certificate of Authority by state
Report the date that the state department of insurance approved the surrender or cancellation of the Certificate of Authority in that state. For Risk Retention Groups – report the date of registration cancellation by state.
Policyholder obligations or contingent liabilities
Report any kind of obligation that exists on the date of the signature on this form which is related to the policies or contracts issued by the entity or RRG. Include claim obligations, loss adjustment expenses, involuntary reinsurance pool obligations and any other unpaid charges that arise from policies or contracts written in that state or that are expected to arise from the policy or contract activities of the entity or RRG in that state. Estimate the amount if the actual amount is not known.
Premium taxes, fees and other monetary obligations owed to the foreign state
Report any other obligations that exist on the date of the signature on this form. Include taxes, fees, assessments, creditor obligations and any other unpaid charges that arise from that state or that are expected to arise from the operations of the entity or RRG in that state. Estimate the amount if the actual amount is not known.
State Deposit
Report the amount of any statutory or regulatory deposit that exists in the state on the date of the signature on this form. Explain the reason for the deposit, if known.
XII. Amended Uniform Consent to Service of Process
Stand-alone application.
Corporate Amendments Application Section XII
Filing Requirements (Uniform Consent to Service of Process)
This section provides a guide to understanding the focus of a stand-alone Uniform Consent to Service of Process Application. It is important that the application be complete.
Please contact the states individually if there are questions about a specific document that is not noted under the state specific instructions on the UCAA website.
The required form for the stand-alone Uniform Consent to Service of Process Application is located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website. The Form is in Word or Adobe PDF file format. The electronic stand-alone application is located under the Electronic Application link on the UCAA web site and requires a user ID and password to access.
Please read the following Instructions before proceeding in completing Corporate Amendment Application Section XII.
Instructions
The Applicant Company can complete the Uniform Consent to Service of Process Application as a stand-alone filing or in conjunction with any other Corporate Amendment Application (or via the electronic application) where a service of process form is required to notify regulatory officials of service of process changes to the Applicant Company.
Table of Contents /Filing Requirements
1. Application Form and Attachments
2. Filing Fee
3. State-Specific Information
Uniform Consent to Service of Process Form
Item 1 of Application
The Uniform Consent to Service of Process is located on the UCAA website. Submit a completed Uniform Consent to Service of Process (Form 12) or utilize the electronic stand-alone application process.
Filing Fee
Item 2 of the application
The application will need to include a filing fee if required by the application state. Check the Corporate Amendment Filing Fee chart /Filing Fee Matrix on the UCAA website or contact the application state for filing requirements. If retaliatory, verify fee information via the State Retaliatory Information link. Submit a copy of the Applicant Company’s check. For electronic filings, the fees should include a copy of the electronic Checklist, which includes the filing’s tracking number.
State-Specific Information
Item 3 of the application
Some jurisdictions may have additional requirements that the Applicant Company must meet before the state can accept the amended Consent to Service of Process form. Before completing a UCAA Uniform Consent to Service of Process Application, the Applicant Company should review the listing of State-Specific Requirements for the application state.
UCAA Corporate Amendment Application Insurer User Guide
UCAA Corporate Amendment - Overview
The electronic application for the Uniform Certificate of Authority Corporate Amendments is a Web-based system with three perspectives: 1) insurance company; 2) state of domicile; and 3) corporate amendments state(s). Insurance companies access the electronic application via a specific Internet address, also known as a uniform resource locator (URL).
The Uniform Certificate of Authority Application (UCAA) electronic application is information-based, not formed-based. Insurers will be presented with an electronic checklist of requirements. The electronic Corporate Amendments Application is customized to present the required information to each state involved for the selected filing. An X will appear in the “Completed” column of the electronic checklist as each item on the list is addressed. The application checklist also includes a list of required attachments. The application has a section for viewing and printing the application. When the Corporate Amendments Application is complete and submitted, a notification email will be sent to the submission state(s) and the state of domicile indicating that an application has been completed and requires certification for the following type of changes: 1) Merger of Two or More Foreign Insurers; 2) Adding Lines of Business; and 3) Redomestication of a Foreign Insurer.
The state of domicile should complete or attach the Certificate of Compliance (Form 6) and Certificate of Deposit (Form 7). Once completed, a notification email is sent back to the insurer and to the state(s) specified in the corporate amendments application.
The submission state(s) should acknowledge receipt of the filing and accept it for completeness. After the review process, the amendment should either be accepted or closed. A notification email of the final status of the filing is automatically sent once a determination is made.
Company Login
An insurance company may access the UCAA Electronic Corporate Amendments Application by using the following Internet address:
https://content.naic.org/industry/ucaa
From the NAIC home page, the link is located at the bottom of the Web page, under Resources and Industry. Clicking the UCAA link will take the user to the UCAA home page. Useful UCAA-related links are available from this Web page. The links include:
- Electronic application links to login and user role information.
- “What’s New” lists the latest updates to the forms and instructions.
- Application instructions for the primary, expansion and corporate amendments applications.
- Third-party vendors that prepare and submit the background reports to the states.
- Frequently asked questions (FAQ) for all applications and biographical affidavits.
- UCAA definitions.
Click on the Electronic Application link to access the industry login page.
The insurer also may go directly to the electronic application by typing in the following Internet address:
https://ucaa.naic.org/login.html
Note: It is not required to type “www,” which is normally used to access a website on the Internet.
To request a login ID and password, click the request form link. The UCAA ID and Password Form will be displayed.
Before requesting a login ID and password, determine which type of user role to request. To deactivate a login ID, contact the NAIC Help Desk at help@naic.org.
Complete the UCAA ID and Password Form, select the appropriate UCAA role(s), and click the Submit button. Users who will prepare and submit an application should select both roles.
User role information and the login request form also is available from the UCAA login page.
Important note: Multiple company codes can be assigned to the same user ID. Contact the NAIC Help Desk for assistance. User IDs should never be shared.
Once an ID and password are issued, enter the information, and click the Login button.
A login verification screen appears, and the user information is displayed. Links to the UCAA checklist and instructions for both the expansion and corporate amendments applications are provided. User role information also is available on this page, as well as the ability to change a password. It is important to verify that the email address is correct; this is the address the state will use to communicate with the company if no other contact information is provided.
An insurance company may access the UCAA Electronic Corporate Amendments Application by using the following Internet address:
https://content.naic.org/industry/ucaa
From the NAIC home page, the link is located at the bottom of the Web page, under Resources and Industry. Clicking the UCAA link will take the user to the UCAA home page. Useful UCAA-related links are available from this Web page. The links include:
- Electronic application links to login and user role information.
- “What’s New” lists the latest updates to the forms and instructions.
- Application instructions for the primary, expansion and corporate amendments applications.
- Third-party vendors that prepare and submit the background reports to the states.
- Frequently asked questions (FAQ) for all applications and biographical affidavits.
- UCAA definitions.
Click on the Electronic Application link to access the industry login page.
The insurer also may go directly to the electronic application by typing in the following Internet address:
https://ucaa.naic.org/login.html
Note: It is not required to type “www,” which is normally used to access a website on the Internet.
To request a login ID and password, click the request form link. The UCAA ID and Password Form will be displayed.
Before requesting a login ID and password, determine which type of user role to request. To deactivate a login ID, contact the NAIC Help Desk at help@naic.org.
Complete the UCAA ID and Password Form, select the appropriate UCAA role(s), and click the Submit button. Users who will prepare and submit an application should select both roles.
User role information and the login request form also is available from the UCAA login page.
Important note: Multiple company codes can be assigned to the same user ID. Contact the NAIC Help Desk for assistance. User IDs should never be shared.
Once an ID and password are issued, enter the information, and click the Login button.
A login verification screen appears, and the user information is displayed. Links to the UCAA checklist and instructions for both the expansion and corporate amendments applications are provided. User role information also is available on this page, as well as the ability to change a password. It is important to verify that the email address is correct; this is the address the state will use to communicate with the company if no other contact information is provided.
To begin a corporate amendment application, select an NAIC Company Code, and click the Proceed button.
Application Selection Process
Choose the application type button; Corporate Amendment, Expansion, Notification/Form 14, Service of Process/ Form 12, or Withdrawal/ Form 17 to automatically start a new application.
Note: Only one corporate amendment application option can be selected on the Application Selection screen—Corporate Amendment, Notification/Form 14, Withdrawal/Form 17 or Service of Process/ Form 12.
A tracking number is assigned when a filing is created. A tracking number consists of seven or more digits. The three zeros following the dash reflect the revision number of the filing. The original filing will end in “000.” Once an application has been submitted and changes are made (amend) to the original filing, the tracking number will end with “001” for the first revision and “002” for the second and so forth. Submitted, non-submitted and amended filings will be displayed in the lower section of the Application Selection page located under Existing Applications for CoCode 15105 (example).
Select a Non-Submitted application to continue a previously started filing. Submitted corporate amendments, notifications/Form 14 or Service of Process/Form 12 applications cannot be cloned to begin a new application, as with the electronic expansion applications. Statement of Withdraw, Form 17 application can be cloned. Amending an existing application will allow the user to update the selections previously made—i.e., change the response to the questionnaire, delete and submit an attachment. The Change Type column will display the selected change type for the corporate amendment application. The application type, tracking number and last accessed columns allow for ascending and descending sorting.
Note: In order to amend an existing application, the user will need to have the correct role assigned to his or her user ID.
The trash bin icon 
allows for deleting non-submitted applications only. A submitted application will need to be withdrawn and closed by the state(s), but it will still remain viewable.
Corporate Amendments Application Information
By selecting Notification/Form 14, Corporate Amendment, Withdrawal/Form 17 or Service of Process/ Form 12, the required forms will appear on the Application Information page. All required forms must be completed before the application can be submitted.
A New Notification/Form 14 change should be selected when updating the mailing address or contact information. For statutory home office address updates, a corporate amendment change of statutory office application is required.
Once an application change type is selected, the user will be directed to the Application Information page when an application is first created. Several different combinations of change types are available, so the Application Information links will vary based on the change type selected. When selecting Merger of Two or More Foreign Insurers, verify the pre-populated information at the top of the application; it should match the new company information.
Note: Once the state of domicile has approved the initial application of a merger, contact the NAIC Data Services Department (jheinz@naic.org) to update the company information. Remember, this application is a change to the original certificate of authority and must be pre-approved by the state of domicile before a corporate amendment is submitted to all state(s) in which the insurer is licensed.
The Change States screen allows the user to select all states where a change is requested. The Select All button enables all states and applicable territories to be selected, if applying to multiple jurisdictions. The user should deselect any state/territory that does not require notification. The state of domicile by default is bolded and greyed out, only if the change type requires that the domiciliary state provide a certificate of deposit or compliance; the application cannot be accessed or viewed by the domiciliary state. When completing a New Service of Process/Form 12, states that do not accept Uniform Form 12 also will be greyed out and will not allow the user to submit an electronic filing to these states. Please check state-specific requirements for those states that do not accept the Uniform Form 12; those requirements will need to be met for the application to be considered complete.
To view state-specific information on all U.S. territories, visit https://content.naic.org/state-insurance-departments or go to the NAIC home page and select Insurance Departments in the banner. These links also are available on the UCAA home page under the state-specific information heading.
Note: Puerto Rico accepts the Uniform Consent to Service of Process.
The Address/Contact Change page contains information/instructions for the contact information and addresses. The first screen provides check boxes for each contact change.
Note: The Change of Address/Contact Notification screen has a check box in place of the Signature of Preparer. Selecting this box is the equivalent to an actual signature. To access the Contact Address screen, use the button located at the bottom of the page. The date of preparation must be entered in order to proceed to the second page.
The information provided on the Change of Address/Contact Notification screen is similar to the corresponding pages of the hardcopy Form 14. The items checked on the previous page determine the required address information on this page.
The company contact information can be populated into other contact types by selecting the box next to the contact name; only the contacts selected will copy the contact information entered on the current page.
Helpful hint: Previous and new contact information must be entered prior to submitting the notification. If the previous contact information is not obtainable, enter the new contact information for both previous and new in order to submit the application.
Select Withdrawal/Form 17 to begin a new application. This application should be used when withdrawing from a foreign state. This is not an option to withdraw a previously submitted corporate amendment or expansion application.
The Application Information page shows all required information for the application change type.
The Withdrawal application is the only electronic application that does not allow for multiple state submissions. A drop-down menu is available for single-state selection. Unlike other corporate amendment applications, the submitted withdrawal application can be cloned similar to the electronic expansion application.
Required information is noted with an asterisk. This information must be completed in order to submit the withdrawal application.
Cloning a Submitted Withdrawal Application/Form 17
On the application selection page, click the clone button and a message box will display a list of submitted applications available to be cloned. Select a previously submitted Form 17/Withdrawal application in the menu.
A message box will appear, indicating which information will be cloned into a new Withdrawal application. A new tracking number will be assigned to the cloned Form 17. Select “cancel” if created in error, or select “OK” to continue.
Or you can select the clone icon
for the appropriate withdrawal application located under the existing applications, when the message box appears, select OK to continue or cancel if selected in error.
New Corporate Amendment
Select Corporate Amendment to begin a new application. The first screen to appear will be the Corporate Amendments Change Types. It is important to read the instructions prior to starting a corporate amendment application. The Corporate Amendment Change Types selection screen is only accessible once, and additional change types cannot be selected once the user has moved past this menu.
The user selects each change type applicable to the corporate amendment filing. This is the only time the user is allowed to select multiple change types. The selected corporate amendment change types will provide the required forms for completion. Remember to select each state(s) where the corporate amendment change should be submitted.
- Adding Lines of Business requires Form 1C, Form 2C, Form 3, Form 6, Form 7, Form 8C and Form 13, plus attachments.
- Deleting Lines of Business requires Form 1C, Form 2C, Form 3 and Form 8C, plus attachments.
- Name Change requires Form 1C, Form 2C, Form 6, Form 7 and Form 12, plus attachments.
- Redomestication of Foreign Insurer requires Form 1C, Form 2C, Form 6, Form 7 and Form 12, plus attachments.
- Change of Statutory Home Office Address requires Form 1C, Form 2C and Form 12, plus attachments.
- Merger of Two or More Foreign Insurers requires Form 1C, Form 2C, Form 6, Form 7, Form 11, Form 12 and Form 13, plus attachments.
- Change of Control of a Foreign Insurer requires Form 1C, Form 2C and Form 11, plus attachments.
- Amended Bylaws requires Form 1C and Form 2C, plus attachments.
- Amended Articles of Incorporation requires Form 1C and Form 2C, plus attachments.
A merger of two or more foreign insurers requires that the non-surviving insurer’s CoCode be entered. A redomestication filing requires that the new state of domicile be entered. This information will prepopulate into the application Form 2C.
Note: Change of Address/Contact Notification is not listed as a change type. This type of update cannot be combined with any other change type listed and will need to be attached as a separate notification. The Statement of Voluntary Dissolution is not part of the electronic application process. Domiciliary state application submissions must be completed in hardcopy. The uniform Affidavit of Lost Certificate of Authority, Form 15, may be completed and attached within the electronic application if the original Certificate of Authority cannot be located and returned to the Department of Insurance (DOI).
The following forms may be completed in any order, but if it is completed in the order presented, then duplicate information will filter down in other sections of the application—i.e., officer names. All required forms must be completed to validate the application before submitting to the states selected on the Change States form. The Change States link is part of the hardcopy Form 2C. The electronic data entry pages are listed in accordance to the information presented on Form 2C, not by the form number. This screen only appears first when a new application is started. When exiting and re-entering the application, the user will be directed to the Main Menu screen first.
Click the Continue link to proceed to the Application Information screen. The change types selected generate this selection.
Uniform Consent to Service of Process, Form 12
The Uniform Consent to Service of Process (Form 12) is an example of the electronic pre-population feature. The company street address is completed. The president and secretary names also are pre-populated if the Applicant Officer’s Certification and Attestation data is completed first.
The State Requirements link is located in the center of Form 12. The State Requirements link is Exhibit A and should be reviewed for the state’s requirement prior to completing Exhibit B.
For those states that do not accept the Uniform Consent to Service of Process, a link is provided for the states’ requirement. Exhibit B in the electronic application will refer users to the state-specific information for those states that do not accept the Uniform Consent to Service of Process form.
The State Information tab on the UCAA website includes the State-Specific Requirements. To review the State-Specific Requirements, click on the drop-down box to select a specific state.
Note: If directed out of the UCAA portal, use the browser Back button to return to Exhibit B.
Main Menu
When accessing a non-submitted application, after the initial start of an application, the User will be directed to the main menu instead of directly to the Application Information screen.
The Edit Application Information link allows the user to edit all forms by navigating to the application information.
View/Print/Download UCAA Forms
This screen provides the option for printing the forms individually by selecting each form. The forms are printed in the required format. Printed forms may be mailed for hardcopy submissions, if desired or requested. To view a form, click on the form name link to view or print the read-only files.
All or parts of the electronic application are available for download in a single zip file. The downloaded file will contain all UCAA submission forms and associated form attachments. Optionally, it also can contain any available general electronic attachments, and/or all email correspondence and associated email attachments.
To download the application, select View/Print UCAA Forms from the main menu.
On the following page, click download the entire application in a single archive.
The following page will appear specifying that all UCAA submission forms and form attachments will be downloaded. General electronic attachments and all email correspondence and associated email attachments also may be selected.
Once the options have been selected, click on Download Application to complete the process.
The zip file can be opened or saved to a file location and opened later.
It is recommended to send and receive emails through the UCAA electronic application. To read or send emails, click the Email link on the main menu. To begin a new email, select Send An Email.
The UCAA email distribution list is located within the To: (Email Address) bar. Select the button to view all email addresses associated for the submission and domiciliary state(s). Select the desired email address, or type in a specific email address not listed in the Other Recipient window and the Add List button to populate the recipient list.
Complete the subject line and body of the email, and click the Send button. Clicking the Clear button will cause all fields (i.e., To: Subject and Email text) to clear.
Note: There is a limit to the amount of recipients that can be selected. This includes both the Defined UCAA Users and the Other Recipients. In addition, be sure to choose a recipient location before clicking the Add List button or else the addresses will not populate the recipient list. Click Return to return to the email.
To open and read an existing email, click on the subject line to open and read an email, or mouse over the subject line to preview the message content. The subject line should clearly state the purpose of the email; do not list only the company name. When applying to multiple states, other application states can view requests and responses quickly to determine if their request had already been asked and answered. This simple step can save time on the review process.
To reply or forward an email, select the Reply button located at the bottom of the email.
The Subject line will pre-populate with the original subject, and the original email message also will display below the subject line. There is an email size limit of 10 MB. To forward an email, follow the steps used to start a new email by selecting the distribution list.
Type the response, include an attachment if required, and click the Send button.
To follow the progress of the application, click the Application Progress link on the main menu. This lists all required information that must be completed. Completed forms will be marked with an X. All required forms must have an X before the application can be validated and submitted to the state(s).
Attach/View General Attachments
An alphabetical listing of required attachments is provided, along with a citation to the application instructions. Click the Attachment button to add an attachment.
The attachment window will open with a Browse button next to it. Either type in the file location, or use the Browse button to locate the directory and select the file to attach. All attached documents should have the attachment name/identifier in the header or footer.
Click the Submit button to attach the file. Close the window to return to the Electronic Attachments screen. Once an attachment is completed, a Delete button will appear next to the attachment. To delete an unwanted attachment, click the Delete button next to the attachment. The date and time the file was attached is provided as a reference for files that may be attached more than once if updated.
A warning message will appear when closing this window. Click OK to continue.
Note: When submitting hardcopies—such as filing fees and state-specific information (if required)—remember to reference the UCAA Electronic Corporate Amendment tracking number. The Filing Fee attachment button is provided to attach a copy of the check submitted to the state in hardcopy only. Currently, fees cannot be submitted electronically. Only items that have a specific attachment button labeled will check off automatically on the application checklist. Attachments for state-specific will only be checked as state-specific; that includes the certificates of compliance and certificates of deposit.
The Help button is linked to the UCAA home page for reference to the corporate amendments instructions, state charts and state-specific requirements.
Click the Logout link to exit the application. A warning window will not appear before exiting the application.
Online Time-Out Limit
There is a 15-minute timeout limit built into the UCAA application. If the application sits idle for 15 minutes, it will log out automatically. When this occurs, log in with the user ID and password.
Proforma Financial Statement
The proforma financial statement should be downloaded and completed for the appropriate business type. Complete the proforma that pertains to the statement type that is filed quarterly and annually with the NAIC—i.e., property proforma if the company files a property/casualty (P/C) financial statement. This form is generally completed by an actuary or financial administrator. When attaching the completed form, remember to keep the name of the form and its location to 30 characters or less.
The proforma financial workbook is password-protected. To begin using the Excel spreadsheet, macros must be enabled.
Cells with formulas embedded are locked. When copying financial data into the proforma, use “paste special,” and do not copy formulas. Similar to the annual statement, certain worksheets have thousands truncated; check the heading of each spreadsheet. Some states may require more than three years of financial projections. If needed, use two separate files. The year one should begin with the first year of projected written premium. The password cannot be provided. If issues occur, send your proforma worksheet to the contacts listed on the UCAA home page. The cells will be corrected and sent back to the user.
Electronic Attachments
The attachments section is located at the bottom of the Application Information page. To attach documents, click the Attach Files link, and proceed to the Electronic Attachment screen to view the list of necessary attachments. The attached document should identify the document in either the header or footer. For example, when attaching a cover letter, the footer should state, “Cover Letter for ABC Company.”
The section and item numbers listed under each attachment name coincide with the section and item numbers listed in the corporate amendment instructions for each change type.
Note: When attaching a copy of the Certificate of Deposit or Certificate of Compliance, use the State Specific Attachment button. This will not check those items on the checklist (Form 1C). The domiciliary state must complete the certificates in order to check those items off the checklist.
The referenced sections are in order of the table of contents for each change type’s filing requirements.
Company Information
The Company Information page is used for numerous applications, such as name change, statutory home office address, mergers and adding lines of business. Depending on the change type selected, it might not be necessary to answer or complete all lines on this screen, only applicable information. All required information is denoted with an asterisks “*” and must be completed.
To pre-populate address information for a change of city within the state of domicile or merger applications, click the Previous Company Address Information, New Company Address Information or Surviving Insurer’s Addresses links, and answer Yes when asked to populate all other previous addresses with the previous information.
Finalization of the Electronic Corporate Amendment Application
Once all required forms have been completed and all necessary attachments have been selected and attached, click the Finish Application link located on the main menu. A warning message will ask if the applicant is ready to submit the application.
If all required forms have not been completed thoroughly, the Application Progress screen will appear and display the list of required forms. Forms that meet the validation requirements will have an X indicating that the requirement is completed. If there is not an X next to the requirement, this indicates that portion of the application is incomplete. Forms will be highlighted and underscored, indicating a link is provided to the specific form page.
A corporate amendments application cannot be submitted to the state(s) until all the required forms are validated. The validation will check for dates in the correct date format and text and numerical information wherever text and numerical information is required.
Note: The UCAA Checklist Validation page will appear only if one or more of the required forms are incomplete.
If all required forms pass the validation process, a “Congratulations” message will appear indicating that the submission was successful. A reminder is included for filings fees and hardcopy requirements (if applicable).
A notification email will automatically generate informing all states that an electronic corporate amendment application has been submitted. The review process will begin when the states accept the electronic application. The states will contact the company via email for additional questions if necessary. All UCAA emails are stored within the corporate amendment application.
The company can view the status of the state’s review process by selecting a submitted application from the Application Selection screen. Submitted applications will be located under the Existing Applications heading.
Use the scroll bar to locate the desired tracking number and then click on the tracking number.
From the main menu, select Application Status to view the status of all states selected on the Change State form.
Application Status for Notification/Form 14
Application Status for Form 12/Service of Process
The review process for a notification filing does not require an approval process. The date is entered when the notification is acknowledged by the submission state(s).
Note: If the submitted date is older than the status date; that is an indication that the original filing was amended.
Application Status for Statement of Withdrawal Application
Application Status for Corporate Amendments
The application status for a new corporate amendment will include a status for the certificate of compliance and certificate of deposit if required. When the domiciliary state completes the certificates electronically, the dates automatically update on the application status page and generate an email to the submission states and the insurer on this update. If a company uploads a copy of the certificates, the status dates will remain incomplete. The application status for a corporate amendment that does not require certifications or a new statement of withdrawal application will include: received hardcopy; application accepted as complete; application processed; or application closed.
The submission states will complete the following dates during their review process;
- Received Hardcopy
The submission states will acknowledge receipt of filing fees and any hardcopies received (if applicable) with a date when received.
- Accepted as Complete
The submission states will use this date once an initial review of the application has been made to determine if all necessary documentation has been received along with any hardcopy requirements. Once the state enters a date, the actual review process begins. The state then has 60 days to review the application and either approve or close the amendment.
- Application Processed
The submission states will enter a date when the application has been approved.
- Application Closed
The submission states will enter a date if the insurer has been asked to withdraw their application. Generally, this date will not be used since the corporate amendment application is basically a notification of a change.
Amending Corporate Amendment Applications
Once submitted, applications cannot be deleted, however, if the application’s original submission date is less than two years, it may be amended on a subsequent menu. If the submission date is older than two years, the electronic application will display the following message:
When a submission state asks the insurer to amend their application, the insurer selects the Amend Application link on the main menu.
Provide an explanation for the amendment. If an amendment was created in error select cancel.
NOTE: If one state requires a state-specific change, providing that information via the UCAA email will not disrupt the review process of the other applicant states. The text provided in the explanation box also will appear in the email notification to the state(s) that an amendment has been submitted.
Select the Continue button to complete any changes. After the changes have been completed, return to the main menu and select Finish. At this time the tracking number will change to indicate that an amendment has been made.
NOTE: Finish Application must be selected to resubmit the application or the state(s) will not be able to access the application and the review process is delayed.