Company Changes

• Company Name Changes of Licensed Foreign Insurers
• Company Re-Domestications of Licensed or Authorized Foreign Insurers
• Company Acquisition or Merger Involving Foreign Insurers
• De-Mutualization, forming a Mutual Holding Company
• Approval for Variable Annuity Products
• Transfer and Assumption Transactions
• Affidavit of Lost Certificate of Authority

Company Name Changes of Licensed Foreign Insurers

1. Return of the current Vermont license;
2. Update the Service of Process form;
3. Send copies of the amended Articles of Incorporation and/or Bylaws;
4. Send a copy of the new Certificate of Authority from the domiciliary state issued in the company’s new name and setting out the lines of insurance the company is authorized to write;
5. Confirm the correct mailing address of the renamed company; and
6. Remit fees equal to those imposed in the company’s domestic state on a foreign company.

Upon receipt of the above, an amended Vermont license will be issued.

Company Re-Domestications of Licensed or Authorized Foreign Insurers

1. Return of the current Vermont license or authorization;
2. Update the Service of Process form;
3. Send copies of the amendments to Articles of Incorporation and/or By-laws;
4. Send copies of the documents from both states indicating approval;
5. Send a copy of the Certificate of Authority issued by the new domicile state setting forth the lines of insurance the company is authorized to write;
6. Provide information indicating the new statutory home office location, mailing address and telephone number; and
7. Remit fees equal to those imposed in the company’s domestic state on a foreign company.

Upon receipt of the above, an amended Vermont license will be issued.

Company Acquisition or Merger Involving Foreign Insurers

Vermont uses the Insurance Holding Company System Regulatory Act to include the Preacquisition Notification/Form E requirements. Please refer to Title 8, Chapter 101, Section 3683a and Regulation 71-2 (Revised). 

Regardless of whether a filing is due pursuant to the above law and regulation, a company will submit and comply with the following where applicable:

• Submit amended articles/bylaws

If the acquisition is a merger:

• The non-surviving company must return its current Vermont license.
• If the surviving company is not licensed in Vermont, it needs to apply for a license in order to do business in Vermont.
• If the merged company changes its name, the procedures for a name change apply.

De-Mutualization, forming a Mutual Holding Company

1. Name Change material (see name change procedures above);
2. Written notice of the transaction when completed;
3. Forms filings and related fees that would otherwise be required to properly reflect the company’s organization in policy forms;
4. Completing any securities requirements that may apply.

Approval for Variable Annuity Products

Vermont’s license for foreign insurers does not identify any specific lines of insurance for which a company is authorized, with one exception. All lines require that Vermont’s form and rate filing requirements be followed.

The exception relates to companies that wish to write variable life insurance or variable annuity products in Vermont. If a company desires to amend their Vermont license to include variable life and annuity products, we require the following documents in accordance with 8 V.S.A §3857 and Regulation I-88-3 to be submitted for review:

1. Certified documentation reflecting authority to write variable life and/or variable annuities in the state of domicile and
2. Return of the current Vermont license.

Upon receipt of these items, we will review the request. The issuing of a new license will indicate our department’s approval.

Transfer and Assumption Transactions

Insurers contemplating transactions regarding a transfer and assumption of insurance contracts wherein a novation of existing or in-force contracts is intended, must seek the prior approval of the Commissioner per 8 V.S.A. §8204(e-g) with reference to 8 V.S.A. §8204(h)(1-4) and have all of the related forms approved prior to use per 8 V.S.A. §8204(a), (h)(5) and/or §8207(d-e).

Certain transactions are excluded as reflected in 8 V.S.A. §8202(b) and §8207(b): mergers, liquidations or rehabilitations, guarantee association transactions, and troubled companies.

Transaction Approval Request (8 V.S.A. §8204(e-g))

1. Receipt of Request: All requests and the supporting documentation for the Commissioner’s approval of a transfer or assumption transaction will not be considered “forms filings” and shall be forwarded to the Company Licensing Section. An acknowledgment of receipt will be provided to the requesting organization.
2. Evaluation: The Director of Company Licensing will evaluate the request with reference to the criteria provided in the statute (8 V.S.A. §8204(h)(1-4)) and any other criteria that might be appropriate under the circumstances. The decision will be made within thirty (30) days of receipt.
3. Decision Letter: The Director will send a letter to the requesting organization, with a copy to the appropriate Rates & Forms section describing the transaction and the decision (approval or denial). The letter will be sent within five (5) days of the decision. The letter will advise the involved companies of their need to receive approval from the appropriate Rates and Forms section.

Rates and Forms Approval Request (8 V.S.A. §8204(a), (h)(5) and/or §8207(d-e))

The transferring insurer shall provide the following proposed forms for review (8 V.S.A. §8207(a)):

1. Notice of transfer to policyholder;
2. Notice of transfer to insurer’s agent or broker;
3. Response Card;
4. Assumption Certificate; and
5. Premium or other notice regarding policyholder rights associated with “Op-Out” option.

All forms must be approved prior to use.

Affidavit of Lost Certificate of Authority

Affidavit of Lost Certificate of Authority