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Corporate Amendments
LORETTA A. TRUJILLO, FLMI, ACS
COMPANY LICENSING BUREAU CHIEF
NM OFFICE OF SUPERINTENDENT OF
INSURANCE
Objective:
By the end of this session you will be able to
identify the various corporate amendment filings.
Types of Corporate Amendments
• Adding Lines of Business
• Deleting Lines of Business
• Name change
• Redomestication
• Change of City With State of Domicile
• Change of Address/Contact Notification
• Merger of Two or More Foreign Insurers
• Proposed/Completed Change of Control of Foreign Insurers
• Amended Articles of Incorporation
• Amended By-Laws
• Statement of Withdrawal
By the end of this session you will be able to identify the
Various corporate amendment filings.
Adding/Deleting Lines of Business
Section II of the Instructions:
• No foreign insurer can have more authority in any state than
that of its state of domicile.
• When adding lines of business, the company may need to
increase capital and surplus as well as statutory deposits.
• When adding lines of business the company must be aware
they must comply with all applicable memberships.
• When deleting lines of business, be aware that a particular
state may not let the company reapply for that line of
authority for a period of time. You will also want to make
sure the company did not write that type of business nor has
in-force policies.
Name change Section III of the
Instructions:
• Although there may not be a change of address
for Service of Process, the Uniform Consent to
Service of Process Form 12 is required.
• Some states may require the name to be
reserved in advance.
Redomestication Section IV of the
Instructions:
• A redomestication by forming a new shell corporation
requires an Expansion Application in most states not a
Corporate Amendment application.
• Although there may not be a change of address for
Service of Process, the Uniform Consent to Service of
Process Form 12 is required.
• Be sure to find out what the states deposit requirements
are beforehand. For the example NM requires the
certificate of deposit includes all policyholders and
creditors wherever they may be located.
Change of City within State of Domicile
Section V of the Instructions:
• Some states may not require this corporate amendment
application. For example NM only requires this
application if the company wishes to receive a new C of
A.
• Although there may not be a change of address for
Service of Process, the Uniform Consent to Service of
Process Form 12 is required.
• Be sure to return of Certificate of Authority or submit the
Form 15 Affidavit of Lost Certificate of Authority
Change of Address/Contact Notification
Section VI of the Instructions:
• This form is meant to be provided when there
are no changes to the Articles of Incorporation
and/or By-Laws.
• There are currently discussion regarding
changing the form and its purpose.
Merger of Two or More Foreign Insurers
Section Vll of the Instructions:
• Be sure to review the instructions. The instructions guide the
company in a step by step process to determine how they should
proceed.
• Although there may not be a change of address for Service of Process,
the Uniform Consent to Service of Process Form 12 is required.
• Be sure to return of Certificate of Authority or submit the Form 15
Affidavit of Lost Certificate of Authority for the non-surviving
companies.
• Some states may require the transfer of deposits from the inactive
company into the surviving company’s account.
• There may be a concern if the non-surviving company had more
authority than the surviving company. Be sure there was no business
written or there are no in-force policies
Proposed/Completed Change of Control
Section VIII of the Instructions:
• Be sure to review the instructions. Some states
may require the filing of the Form A as part of the
application.
• Although there may not be a change of address for
Service of Process, the Uniform Consent to Service
of Process Form 12 is required.
• Some states may also require current Biographical
Affidavits
Amended Articles of Incorporation and
By-Laws Sections IX and X of the
Instructions:
• Be sure to review state specific charts and fling fees
matrix to determine if there are fees associated
with one or both of these filings. Remember an
application is not considered received until
payment is received in many states.
• If both are amended one application can be
submitted
• Be sure to include approvals from the states of
domicile.
Withdrawal/Complete Surrender of
Certificate of Authority Section XI of the
Instructions
• Some states may not allow a foreign insurer to
withdraw or surrender its Certificate of Authority if
the company has any outstanding in-force policies,
liabilities, and/or claims.
• Be sure to review state specific charts to determine
if there are other fees or documenters required.
• Most states will require the return of the original
Certificate of Authority or the Form 15 Affidavit of
Lost Certificate of Authority.
REVIEW:
• UCAA Uniform Certificate of Authority Application website
http://www.naic.org/industry_ucaa.htm
• Be sure to review the FAQs, all Instructions, specifically
Section XII regarding “how to file”, State charts, Filing Fee
Charts/Matrix, State-Specific Charts, etc.
• Contact specific states should you have further questions on
their specific filing requirements.
• You may also contact the NAIC helpdesk help@naic.org
should you have further questions relating to the applications
or if you are having issues filing electronically.
• Find out what states prefer electronic filings. Many states
prefer electronic filing and but some states still require hard
copies.
REVIEW:
• Should an electronic application be submitted, be sure all
correspondence is responded to or uploaded directly to the
electronic application using the UCAA email system to ensure
a complete application when uploaded.
• Should you submit an electronic filing and a fee is required, it
is strongly suggested that the fee accompany a copy of the
checklist and/or cover letter with the Tracking Number listed
on the letter. Contact information is also very helpful.
• If Biographical Affidavits are required. Be sure that the
affiants complete the most current form on the NAIC UCAA
website. Be sure it is completed in its entirety. Blanks and
N/A are not acceptable.
REVIEW:
• Remember, fees may be required and many
states do not consider an application received
until the fees are actually received.
• Remember, applications need to be “complete”.
A complete application will help expedite the
processing of the application.