Uniform Certificate of Authority Application (UCAA)

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UCAA Corporate Amendments Application

An existing insurer uses the Uniform Certificate of Authority Corporate Amendments 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 Amendments Application to file more than one change in the same submission. The Applicant Company should mark all changes it files on the application form and submit all items required for those changes.

The following pages contain a detailed explanation of the various requirements, along with instructions 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. It is the goal of all Uniform States to complete their review of the 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 may not achieve the 60-day processing goal in instances where the application requires substantial follow-up, or in states with limited resources, or in instances when the Applicant Company files an application 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 to request additional information. Typically, the state will request any additional information within 30 days after it accepts the application.

The UCAA Corporate Amendments Application has eight sections designed to guide the applicant through the licensing process.
  1. Application Review Process
  2. Adding and Deleting Lines of Business Filing Requirements
  3. Name Change Filing Requirements
  4. Redomestication of a Foreign Insurer Filing Requirements
  5. Change of City within the State of Domicile Filing Requirements
  6. Change of Address/Contact Notification Filing Requirement
  7. Merger of Two or More Foreign Insurers
  8. Proposed/Completed Change of Control of Foreign Insurers
  9. Amended Articles of Incorporation
  10. Amended Bylaws
  11. Statement of Withdrawal/Complete Surrender of Certificate of Authority Application
  12. How to File

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 to which they submit an application. Please see State Charts on the UCAA website for information about how to obtain a copy of the laws, regulations and bulletins for the application state.

If there are any questions about the uniform amendment process, a list of contact names, addresses and telephone numbers is available on the UCAA website. It is highly recommended that the Applicant Company contact each state with any questions before submitting the application for review.

Corporate Amendments Application Section I
Application Review Process

The Corporate Amendments 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 states may not achieve the 60-day processing goal in instances where the application requires substantial follow-up, or in states with limited resources or in instances when the Applicant Company files an application 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 to request additional information. Typically, the state 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 Amendments 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 website explains the requirements and filing process for the Corporate Amendments Application. Please do not hesitate to contact the appropriate state regulators with any questions before filing any Uniform Application.

Step One: Filing the Application
Processing Goal: 2 Weeks

An Applicant Company may submit Corporate Amendments Applications anytime during the year. The state immediately reviews Corporate Amendments Applications to ensure that the Applicant Company submits these in the required format as outlined in Section II through Section XI.

Generally, within two weeks from the date the state receives the application, the state notifies 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.

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 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.

Step Two: Application Review
Processing Goal: 60 Days

A Corporate Amendments 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, a substantive review of the Corporate Amendments Application may take longer than 60 days in some cases. Furthermore, if the state needs additional information to complete a substantive review of an application, the review may also take longer to complete. Once the state makes a request for additional information, it suspends the 60-day goal until the state receives the requested information. The purpose of the Corporate Amendments Application is to streamline application processing and the states will make every effort to process a Corporate Amendments Application as quickly as possible.

At the conclusion of the substantive review by the reviewing state, the 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 state will notify the Applicant Company and provide a detailed explanation for the denial. After the denial, if the Applicant Company wishes to re-file a Corporate Amendments Application, the state will require a new application and filing fee.

Corporate Amendments Application Section II
Filing Requirements (Adding and Deleting Lines of Business)

This section provides a guide to understanding the focus of each document of the Corporate Amendments 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 if there are questions about a specific document.

All forms required for the Corporate Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.

Table of Contents

  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

1.  Application Form and Attachments

The application must identify all lines of insurance that the Applicant Company is requesting authority to add or delete from an existing Certificate of Authority, as identified by the Applicant Company’s plan of operation. Submit a completed Checklist (Form 1C), and an original executed Application Form (Form 2C), completed Lines of Business (Form 3) 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. All Forms for the Corporate Amendments Application are located under the Corporate Amendment Application tab on the UCAA website. A cover letter may be included as a component of Item 1 of the application.

2.  Filing Fee

The application must 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 located on the UCAA website. Submit a copy of the Applicant Company’s check as Item 2 of the application.

3.  Articles of Incorporation

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.

Include as Item 3 of the application.

4.  Bylaws

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.
Include as Item 4 of the application.

5. Minimum Capital and Surplus Requirements

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 located on the UCAA website 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 as Item 5 of the application.

6.  Statutory Deposit Requirements

A Statutory Deposit may be required for the requested modification. The Statutory Deposit Requirements chart located on the UCAA website 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 on the UCAA website 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 as Item 6 the Certificate of Deposit (Form 7) prepared by the state of domicile.

7.  Plan of Operation

The Plan of Operation has three components, a brief narrative, proforma financial statements/projections 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 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 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 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 should start with the first full year of operation that the Applicant Company anticipates actively writing business in the state(s) receiving the application.

Submit the completed Questionnaire and all attachments as Item 7 of the application.

8. Statutory Memberships

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 is located on the UCAA website. Please be sure to check with the application state to inquire about any statutory memberships that may be required before transacting insurance. Submit documentation supporting membership application(s), in states where required, as Item 8 of the application.

9.  Certificate of Compliance

Include a Certificate of Compliance with the application. Please refer to the Certificate of Compliance and Certificate of Deposit Requirements chart on the UCAA website 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. Submit as Item 9 of the application.

10.  State-Specific Information

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 Amendments 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. Include as Item 10 of the application.

11.  Deleting Lines of Business

Complete Section II of Form 8C (questions 22–25) documenting the following:

  1. 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.
  2. Provide a detailed explanation for the Applicant Company’s request to delete these lines of business.
  3. 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 listed as Item 11 of the application.

Corporate Amendments Application Section III
Filing Requirements (Name Change)

This section provides a guide to understanding the focus of each document of the Corporate Amendments 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 contact the states individually if there are questions about a specific document.

All forms required for the Corporate Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.

Table of Contents

  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

1. Application Form and Attachments

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) as Item 1 of the application. All forms for the Corporate Amendments Application are located on the UCAA website. A cover letter may be included as a component of Item 1 of the application.

2. Filing Fee

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 located on the UCAA website. Submit a copy of the Applicant Company’s check as Item 2 of the application.

3. Articles of Incorporation

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.

Include as Item 3 of the application.

4. Bylaws

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.

Include as Item 4 of the application.

5. Service of Process

Include one original fully executed UCAA Service of Process (Form 12) or see state-specific requirements. This form is located on the UCAA website. Include as Item 5 of the application.

6. State of Domicile Approval (Foreigns Only)

Provide a copy of the name change approval from the Applicant Company’s state of domicile. Include as Item 6 of the application.

7. State-Specific Information 

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 Amendments 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. Include as Item 7 of the application.

8. Name Approval 

Each state has different guidelines and procedures for name approval. The Name Approval Requirements chart located on the UCAA website 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 name approval request as Item 8 of the application.

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: fdrccreq@naic.org.

Corporate Amendments Application Section IV
Filing Requirements (Redomestication of a Foreign Insurer)

This section provides a guide to understanding the focus of each document of the Corporate Amendments 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 contact the states individually if there are questions about a specific document.

All forms required for the Corporate Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.

Table of Contents

  1. Application Form and Attachments
  2. Filing Fee
  3. Articles of Incorporation
  4. Bylaws
  5. Statutory Deposit Requirement
  6. Service of Process
  7. State of Domicile Approval (Foreigns Only)
  8. State-Specific Information

1. Application Form and Attachments

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 as a component of Item 1 of the application.

2. Filing Fee

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 located on the UCAA website. Submit a copy of the Applicant Company’s check as Item 2 of the application.

3. Articles of Incorporation

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.

Include as Item 3 of the application.

4. Bylaws

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.

Include as Item 4 of the application.

5. Statutory Deposit Requirement

A Statutory Deposit may be required for the requested modification. The Statutory Deposit Requirements chart located on the UCAA website 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 on the UCAA website for specific requirements for the date of issuance of the Certificate of Deposit (Form 7) from the files date of the application. The Applicant Company should submit as Item 5 the Certificate of Deposit (Form 7) prepared by its state of domicile.          

6. Service of Process

Include one original fully executed UCAA Service of Process form (Form 12) or state-specific requirements. Include as Item 5 of the application.

7. State of Domicile Approval (Foreigns Only)

Provide a copy of the redomestication approval from the Applicant Company’s state of domicile. Include as Item 6 of the application.

The Applicant Company must notify the NAIC once the domiciliary state approves the redomestication prior to preparation of the electronic application. Email approval to: fdrccreq@naic.org.

8. State-Specific Information

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 Amendments Application, the Applicant Company should review a listing of requirements for the application state. State-specific requirements are located on the UCAA website. Include as Item 7 of the application.

Corporate Amendments Application Section V
Filing Requirements (Change of City within the State of Domicile)

This section provides a guide to understanding the focus of each document of the Corporate Amendments 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 contact the states individually if there are questions about a specific document.

All forms required for the Corporate Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.

Table of Contents

  1. Application Form and Attachments
  2. Filing Fee
  3. Articles of Incorporation
  4. Bylaws
  5. Service of Process
  6. State of Domicile Approval (Foreigns Only)
  7. State-Specific Information

1. Application Form and Attachments

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) as Item 1 of the application. A cover letter may be included as a component of Item 1 of the application.

2. Filing Fee

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 located on the UCAA website. Submit a copy of the Applicant Company’s check as Item 2 of the application.

3. Articles of Incorporation

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 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.

Include as Item 3 of the application.

4. Bylaws

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.

Include as Item 4 of the application.

5. Service of Process

Include one original fully executed UCAA Service of Process form (Form 12) or state-specific requirements. Include as Item 5 of the application.

6. State of Domicile Approval (Foreigns Only)

Provide a copy of the approval from the Applicant Company’s state of domicile. Include as Item 6 of the application.

7. State-Specific Information

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 Amendments Application, the Applicant Company should review a listing of requirements for the application state. State-specific requirements are located on the UCAA website. Include as Item 7 of the application.

Corporate Amendments Application Section VI
Filing Requirements (Change of Address/Contact Notification)

This section provides a guide to understanding the focus of each document of the Corporate Amendments 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 contact the states individually if there are questions about a specific document.

All forms required for the Corporate Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website. All Forms are in Excel, Word or Adobe PDF file format.

Please read the following Instructions before proceeding in completing Corporate Amendments Application Section VI.

Instructions

The Applicant Company should complete the Corporate Amendments Application Section VI 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.

Table of Contents

  1. Application Form and Attachments
  2. State-Specific Information

1. Application Form and Attachments

The Change of Address/Contact Notification is located on the UCAA website. Submit a completed Change of Address/Contact Notification (Form 14).

2. State-Specific Information

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 Amendments Application, the Applicant Company should review a listing of requirements for the application state. State-specific requirements are located on the UCAA website. Include as Item 2 of the application.

Corporate Amendments Application Section VII
Filing Requirements (Merger of Two or More Foreign Insurers)

This section provides a guide to understanding the focus of each document of the Corporate Amendments 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 contact the states individually if there are questions about a specific document.

Please read the following Instructions before proceeding in completing Corporate Amendments Application Section VII. Section VII may not be applicable.

Instructions

The Corporate Amendments Application Section VII is for notifying the states that a merger involving a licensed company is taking place. Section VII 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. Section VII 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 VII 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. 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. 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.

Step One:

  1. Is Insurer A licensed as a foreign insurer in the state?
  2. Is Insurer B 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 Amendments 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 one question is “yes” and the answer to the other question is “no,” then go to StepTwo. If the surviving insurer after the merger is not authorized as a foreign insurer in the state, then go to Step Three

Step Two:

For the surviving Applicant Company after the merger:

  1. What lines of business does the surviving Applicant Company intend to write in the state?
  2. Is the surviving Applicant Company currently authorized to write all of these lines of business, including variable products, in the state?

If the answer to question 2 is “yes,” then complete Section VII of the UCAA Corporate Amendments Application.

If the answer to question 2 is “no,” then complete Section VII and Section II (Adding and Deleting Lines of Business) of the UCAA Corporate Amendments Application located on the UCAA website for those lines that the Applicant Company is not currently authorized to transact in the state.

Step Three:

If the instructions directed the Applicant Company to this step, then the surviving Applicant Company post-merger 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. For further information and clarification, please contact the individual listed as the contact for the state for the UCAA Expansion Application.

Table of Contents

  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

1.  Application Form and Attachments

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 as a component of Item 1 of the application.

2.  Filing Fee

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 located on the UCAA website. Submit a copy of the Applicant Company’s check as Item 2 of the application.

3.  Articles of Incorporation/Articles of Merger

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.

Include as Item 3 of the application.

4.  Bylaws

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. Include as Item 4 of the application.

5.  Minimum Capital and Surplus Requirements

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 as Item 5 of the application. 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 located on the UCAA website 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.

6.  Statutory Deposit Requirements

A Statutory Deposit may be required for the requested modification. The Statutory Deposit Requirements chart located on the UCAA website 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 on the UCAA website 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 as Item 6 the Certificate of Deposit (Form 7) prepared by its state of domicile.

7.  Plan of Operation

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 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 three (3) components in the Plan of Operation. 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 types as the financial statement blank filed with the NAIC. For the lines 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 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 should start with the first full year of operation that the Applicant Company anticipates actively writing business in the state(s) receiving the application.

Submit the narrative and completed proforma and all attachments as Item 7 of the application.

8.  Statutory Memberships

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 is available on the UCAA website. Please inquire with the application state regarding any statutory memberships the state may require before the Applicant Company can transact business. Submit documentation supporting membership application(s), in states where required, as Item 8 of the application.

9. NAIC Biographical Affidavits

  1. The Applicant Company is required to submit an NAIC Biographical Affidavit 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 and the Applicant Company’s ultimate controlling parent (Affiant).

  2. The UCAA defines "Independent Third Party" as:
    1. 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;
    2. Has the ability to perform international background investigations; and
    3. 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.

  3. The NAIC Biographical Affidavit requests information with respect to your 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 Party to conduct a background investigation on the Affiant.

  4. The NAIC Biographical Affidavit includes three types of the Disclosure & Authorization Form. 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.

  5. 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 a background investigation to determine an individual’s fitness and propriety. The background investigation 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 shall use the background investigation to create a background report (the “Background Report”).

  6. The Disclosure & Authorization Form is valid for a maximum of one year. 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.

  7. 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.

  8. 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.

  9. The department of insurance in the state where the Applicant Company files, or intends to file an application 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.

  10. Please check state requirements for those states that require additional background information, such as fingerprints, in place of or in addition to, NAIC Biographical Affidavits. If applying in one of those states, necessary fingerprints and processing fees should be included.

Refer to the UCAA website for a list of currently approved Independent Third-Party Vendors/CRAs.

NAIC Biographical Affidavits must be completed on the most current form [Word | PDF], in effect at the time the affidavit was signed and the affiant shall not sign the Affidavits more than one year before the date the Applicant Company files the application.

Submit original Biographical Affidavits that contain the Disclosure & Authorization Form to the state department(s) of Insurance as Item 9 of the application.

10. Service of Process

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. Include as Item 10 of the application.

11. State of Domicile Approval

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. Include as Item 11 of the application.

The Applicant Company must notify the NAIC once the domiciliary state approves the merger prior to preparation of the electronic application. Email approval to: fdrccreq@naic.org.

12.  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 Amendments Application, the Applicant Company should review a listing of requirements for the application state. State-specific requirements are on the UCAA website. Include as Item 12 of the application.

Corporate Amendments Application Section VIII
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 Amendments 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 Amendments 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 Amendments Application Section VIII.

Instructions

The Corporate Amendments Application Section VIII 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 VIII is not applicable for filing in a state if the insurer is a domestic insurer in that state.

Table of Contents

  1. Application Form and Attachments
  2. Filing Fee
  3. Articles of Incorporation
  4. Bylaws
  5. Plan of Operation
  6. NAIC Biographical Affidavits
  7. Service of Process
  8. State of Domicile Approval
  9. State-Specific Information

1. Application Form and Attachments

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 Amendments Application are located in the Forms section on the UCAA website. A cover letter may be included as a component of Item 1 of the application.

2. Filing Fee

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 located on the UCAA website.

Submit a copy of the Applicant Company’s check as Item 2 of the application

3. Articles of Incorporation

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.

Include as Item 3 of the application.

4.  Bylaws

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.

Include as Item 4 of the application.

5.  Plan of Operation

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 and should be submitted as Item 5 of the application. 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. 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 types as the financial statement blank filed with the NAIC. For the lines 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 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 should start with the first full year of operation that the Applicant Company anticipates actively writing business in the state(s) receiving the application.

The proforma (Form 13) is located in the Forms Section on the UCAA website. Submit the narrative and completed proforma and all attachments as Item 5 of the application

6. NAIC Biographical Affidavits

  1. 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 and the Applicant Company’s ultimate controlling parent (Affiant), if the information currently on file with the regulator is not current.

  2. The UCAA defines "Independent Third Party" as:
    1. 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;
    2. Has the ability to perform international background investigations; and
    3. 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.

  3. The NAIC Biographical Affidavit requests information with respect to your 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 Party to conduct a background investigation on the Affiant.

  4. The NAIC Biographical Affidavit includes three types of the Disclosure & Authorization Form. 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.

  5. 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 a background investigation to determine an individual’s fitness and propriety. The background investigation 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 shall use the background investigation to create a background report (the “Background Report”).

  6. The Disclosure & Authorization Form is valid for a maximum of one year. 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.

  7. 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.

  8. The Applicant Company and state departments of insurance are required to comply with the 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 the FCRA is located here.

  9. The department of insurance in the state where the Applicant Company files, or intends to file, an application 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.

  10. Please check state requirements for those states that require additional background information, such as fingerprints, in place of, or in addition to, NAIC Biographical Affidavits. If applying in one of those states, necessary fingerprints and processing fees should be included.

Refer to the UCAA website for a list of currently approved Independent Third-Party Vendors/CRAs.

NAIC Biographical Affidavits must be completed on the most current form [Word | PDF], in effect at the time the affidavit was signed and the affiant shall not sign the Affidavits more than one year before the date the Applicant Company files the application.

Submit original Biographical Affidavits that contain the Disclosure & Authorization Form to the state department(s) of Insurance as Item 6 of the application.

7.  Service of Process

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 in Item 7 that the current information is already on file in the state to which this application relates.

8. State of Domicile Approval

Provide a copy of the approval from the Applicant Company’s state of domicile when the change of control is completed. Include as Item 8 of the completed transaction application.

9. State-Specific Information

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 Amendments Application, the Applicant Company should review a listing of requirements for the state in which application is being made. State-specific information is available on the UCAA website. Include as Item 9 of the application.

Corporate Amendments Application Section IX
Filing Requirements (Amended Articles of Incorporation)

This section provides a guide to understanding the main focus of each document of the Corporate Amendments 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 if with questions about a specific document.

All forms required for the Corporate Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section in Forms section on the UCAA website.

Table of Contents

  1. Application Form and Attachments
  2. Filing Fee
  3. Articles of Incorporation
  4. Bylaws
  5. State of Domicile Approval
  6. State-Specific Information

1. Application Form and Attachments

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 Amendments Application are located in the Forms section on the UCAA website. A cover letter may be included as a component of Item 1 of the application.

2. Filing Fee

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 as Item 2 of the application.

3. Articles of Incorporation

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). Include as Item 3 of the application.

4. Bylaws

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.
Include as Item 4 of the application.

5. State of Domicile Approval (Foreign Insurers Only)

Provide a copy of the amended Articles of Incorporation approval from the Applicant Company’s state of domicile. Include as Item 5 of the application.

6. 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 Amendments Application, the Applicant Company should review a listing of requirements for the state(s) in which application is being made. 

Include as Item 6 of the application

Corporate Amendments Application Section X
Filing Requirements (Amended Bylaws)

This section provides a guide to understanding the main focus of each document of the Corporate Amendments 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 Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.

Table of Contents

  1. Application Form and Attachments
  2. Filing Fee
  3. Bylaws
  4. State of Domicile Approval
  5. State-Specific Information

1. Application Form and Attachments

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 Amendments Application are located in the Forms section on the UCAA website. A cover letter may be included as a component of Item 1 of the application.

2. Filing Fee

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 as Item 2 of the application.

3. Bylaws

Indicate the location of the language within the bylaws that reflects the change (e.g., page number, section number, etc., of the bylaws).

Include as Item 3 of the application.

4. State of Domicile Approval (Foreign Insurers Only)

Provide a copy of the amended bylaws approval from the Applicant Company’s state of domicile.

Include as item 4 of the application.

5. 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 Amendments Application, the Applicant Company should review a list of requirements for the state in which application is being made.

Include as Item 5 of the application.

Corporate Amendments Application Section XI
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 Amendments 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 Amendments Application are located under the Corporate Amendment Application tab in the UCAA Forms Section on the UCAA website.

Table of Contents

  1. Application Form and Attachments
  2. Filing Fee
  3. Statement of Withdrawal and Attachments
  4. State-Specific Information

1. Application Form and Attachments

The application must identify the reason for withdrawal. Submit a completed Checklist (Form 1C), and the original Certificate of Authority or an affidavit of lost Certificate of Authority (Form 15) as Item 1 of the application. All forms for the Corporate Amendments Application are located on the UCAA website. A cover letter may be included as a component of Item 1 of the application.

2.Filing Fee

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 as Item 2 of the application.

3.Statement of Withdrawal and Attachments

The application must include a completed Statement of Withdrawal (Form 17).

Include attachments to the Statement of Withdrawal as Item 3 of the application.

4.State-Specific Information 

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 Amendments Application, the Applicant Company should review a listing of requirements for the state to which the Applicant Company is withdrawing. State-specific requirements are located on the UCAA website. Include as Item 4 of the application.

Corporate Amendments Application Section XII
How to File

To facilitate the prompt review of the Corporate Amendments Application, please ensure that the application adheres to the formatting instructions provided in this section. The states will not accept for filing applications that fail to meet these formatting requirements. Section XII will address the following areas:

  1. Communication Between Applicant Company and Agency
  2. Questions
  3. Application Checklist
  4. Application and Supporting Documents
  5. Addresses for Submission of Application
  6. Updates/Changes
  7. Filing Fee
  8. Forms
  9. State-Specific Information 

1.Communication Between Applicant Company and Agency

Once a state accepts a Corporate Amendments 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 located on the UCAA website to obtain information regarding the status of a Corporate Amendments Application.

2. Questions

Section II through Section XI, Filing Requirements, provide detailed guidelines regarding both the type and format of information required for the Corporate Amendments Application. For additional information, or clarification, the Applicant Company may use the contact names provided on the UCAA website.

3. 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 Amendments Application for review. Attach a completed checklist to the top of the application.

4. Application and Supporting Documents

Submit one copy of the Checklist, completed application and all supporting documentation to the reviewing state. Louisiana and New York require two (2) complete copies. California requires two (2) complete copies for each change. Each item identified in Section II through Section XI 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 Amendments 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.”

5. 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 located on the UCAA website.

6. 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.

7. 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.

8. Forms

All forms are located on the UCAA website.

9. 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 Amendments Application the Applicant Company should review a listing of requirements for the application state located under State-Specific Requirements on the UCAA website.