UCAA Corporate Amendments Application

The Uniform Certificate of Authority Corporate Amendments Application is designed for use by an existing insurer 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 Uniform Certificate of Authority Corporate Amendments Application can be used to file more than one change in the same submission. The applicant should mark all changes being filed on the application form and submit all items required for those changes in one package.

In the following pages, you will find a detailed explanation of the various requirements, along with instructions designed to assist you with preparing and submitting 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'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 60-day processing goal may not be achieved in instances where substantial follow-up is required, or in states with limited resources, or in instances when applications are 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 to request additional information. Typically any additional information that is needed will be requested within 30 days after the application is accepted.

This UCAA Corporate Amendments Application has eight sections designed to guide you 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 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. How to File

The goal of the UCAA is to provide a streamlined approval process. However, some states have state specific filing requirements based either on statutory requirements or internal procedures. All applicants are expected to be familiar with the insurance laws of the state for which an application is submitted. Please see Section XI item 9 of the UCAA Corporate Amendments Application for information about how to obtain a copy of the laws, regulations and bulletins for the state in which your application will be filed.

If you have any questions about the uniform amendment process, a list of contact names, addresses and telephone numbers is provided in Section XI It is highly recommended that you contact each state with any questions prior to submitting your application for review.

Section I
Application Review Process

The Corporate Amendments Application of the UCAA is designed to provide a more uniform process for gaining the necessary regulatory approvals for modifications to an insurer’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 60-day processing goal may not be achieved in instances where substantial follow-up is required, or in states with limited resources, or in instances when applications are 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 to request additional information. Typically any additional information that is needed will be requested within 30 days after the application is accepted.

Proprietary Information

Both regulators and applicants should note that communications with insurance regulatory agencies in conjunction with the Corporate Amendments Application concerning proprietary information about the applicant may be deemed confidential. Information determined to be confidential may only be shared with other persons as authorized by law. Information determined to be proprietary and trade secret by law will not be disclosed to the public. Each applicant needs to expressly identify all information in the application and in any subsequent correspondence that the applicant considers to be 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 prior to filing any Uniform Application.

Step One: Filing Your Application
Processing Goal: 2 Weeks

Corporate Amendments Applications may be submitted anytime during the year. Corporate Amendments Applications are immediately reviewed to ensure that they are submitted in the required format as outlined in Sections II through VIII. 

Generally, within two weeks from the date the application is received the applicant will be notified whether or not the application has been accepted for filing. If the application is accepted for filing, it will be given an "official" filing date. 

Step Two: Application Review
Processing Goal: 60 Days

A Corporate Amendments Application will undergo a rigorous financial and operational review in the state to which it is submitted. While the goal of each state is to complete this review in 60 days, this time frame cannot be guaranteed. 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 additional information is needed to complete a substantive review of an application, the review may also take longer to complete. Once a request for additional information has been made, the 60-day goal is suspended until the requested information is received. That said, the purpose of the Corporate Amendments Application is to streamline application processing and every effort will be made to process a Corporate Amendments Application as quickly as possible. 

At the conclusion of the substantive review by the reviewing state, the applicant will either be granted an amendment to their Certificate of Authority, allowed to withdraw the application, or have the application denied. 

If the application is denied, the applicant will be notified and given a detailed explanation for the denial. After the denial, if the applicant wishes to re-file a Corporate Amendments Application, a new application and filing fee will be required.

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

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located in the Forms Section and can be downloaded for printing and submission. All Forms are in Excel, Word or .PDF format.

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 

2.  Filing Fee
The application will need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are included in the Schedule of Fees Chart located on the UCAA web site at referenced below. A copy of the applicant’s check should be submitted as Item 2 of the application.    

State Filing Fees

• If the Articles have changed as a result of this application, file the amended Articles.

• If the most recently filed (in the state for which you are applying) Articles of Incorporation have not changed as a result of this application, do not file the Articles. Simply state that the current articles are already on file in the state to which this application relates.

Include as Item 3 of your application.

• If the Bylaws have changed as a result of this application, file the amended Bylaws.

• If the most recently filed (in the state for which you are applying) 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 your application.

5.  Minimum Capital and Surplus Requirements
The application will need to show that the applicant meets the state’s statutory minimum capital and surplus requirements for the requested amendment to its Certificate of Authority. An explanation of how the applicant complies with the capital and surplus requirements should be submitted as Item 6 of the application. In some states, the minimum capital and surplus requirements are determined by the classes of insurance that the applicant is requesting authority to transact and the classes of insurance the applicant is authorized to transact in all other jurisdictions. The level of surplus required will be determined after considering the applicant’s product line, operating record and financial condition. Compliance with the statutorily prescribed minimum surplus requirement may not be sufficient for all applicants. The 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.

Minimum Capital and Surplus Requirements

6.  Statutory Deposit Requirements
A statutory deposit may be required for the requested modification. The chart referenced below provides state-specific requirements and identifies those states that require a Statutory Deposit. Applicants should submit documentation as to how statutory deposit requirements have been met or how they will be met as Item 7 of the application. Unless otherwise indicated the Statutory Deposit is for the benefit of all policyholders.

7.  Plan of Operation
The plan of operation is made up of three components, a brief narrative, pro-forma 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 company submits in support of the application. Provide a company-wide three-year pro-forma balance sheet and income statement. For the lines being requested, provide three-year premium and loss projections by line for the state in which lines of business have been requested. 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 Questionnaire can be located in Forms Section.  The completed Questionnaire and all attachments should be submitted as Item 8 of the application.

8. Statutory Memberships
In some states, applicants are required to join one or more rating, guarantee or other organizations prior to transacting insurance. Generally, the lines of insurance the applicant is authorized to transact govern statutorily mandated memberships. The chart that can be located on the UCAA web site at provides state-specific requirements for statutory memberships. Please be sure to check with the state to which you have submitted an application to inquire about any statutory memberships that may be required before transacting insurance. Documentation supporting membership application(s) should be submitted, in states where required, as Item 10 of the application.

Statutory Membership Requirements

9.  Certificate of Compliance
The application must include a Certificate of Compliance. The certificate is Form 6 and can be printed from the UCAA Web site at Forms Section. It is suggested that the issuance of the Certificate of Compliance be no more than 6 months from the date the application is filed. It must be completed by the current domiciliary state and submitted as Item 11 of the application.

10.  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 should review a listing of requirements for the state to which you are applying. Include as Item 12 of the application.

State Specific Requirements

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 company requests to be deleted from its Certificate of Authority.

2. Provide a detailed explanation for the 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 company’s request to delete lines of business is approved.

Provide documentation that complies with all requirements for removal of lines of business from the Certificate of Authority listed as Item 9 of the application.

Deleting Lines of Business Requirements

Section III
Filing Requirements (Name Change)

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 states individually if you have questions about a specific document.

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
A completed checklist (1C), and an original executed application form (2C) and the company’s original certificate of authority or an affidavit of lost certificate of authority must all be submitted as Item 1 of the application. All Forms for the Corporate Amendments Application are located on the UCAA Web site at Forms Section. 

2. Filing Fee
The application will need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are included in the Schedule of Fees Chart located below.  A copy of the applicant’s check should be submitted as Item 2 of the application.

State Filing Fees  

3. Articles of Incorporation
Indicate the location of the language within the Articles that reflects the new name. (Page #, section #, etc., of the Articles of Incorporation). In addition:

• If the Articles have changed as a result of this application, file the amended Articles.

• If the most recently filed (in the state for which you are applying) Articles of Incorporation have not changed as a result of this application, do not file the Articles. Simply state that the current Articles are already on file in the state to which this application relates.

Include as Item 3 of your application.

4. Bylaws
Insurers 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 for which you are applying) 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 your application.

5. Service of Process
Include one original fully executed UCAA Service of Process form (Form 12) 
or the appropriate state-specific form for these states: California, Georgia, Minnesota, Mississippi, Missouri, Virginia and Wisconsin. Massachusetts will forward form when required. Pennsylvania does not require a Service of Process form. Include as Item 13 of your application.

6. State of Domicile Approval (Foreigns Only)
Provide a copy of the name change approval from the applicant’s state of domicile. Include as item 14 of your application.

7. 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 should review a listing of requirements for the state to which you are applying. Include as Item 12 of the application.

State Specific Requirements

8. Name Approval 
Each state has different guidelines and procedures for name approval. The Name Approval chart below is intended to serve as a guide for the various name approval requirements of each Uniform State. Applicants are strongly advised to check with each state separately to ensure compliance with all applicable name approval requirements. Where applicable, submit evidence of name approval request as Item 16 of your application.

Name Approval Requirements

Section IV
Filing Requirements (Redomestication of a Foreign Insurer)

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 states individually if you have questions about a specific document.

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
A completed checklist (Form 1C), and an original executed application (Form 2C) and the company’s original certificate of authority or an affidavit of lost certificate of authority must all be submitted as Item 1 of the application. All Forms for the Corporate Amendments Application are located in the Forms Section.

2. Filing Fee
The application will need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are included in the Schedule of Fees Chart referenced below.  A copy of the applicant’s check should be submitted as Item 2 of the application.

State Filing Fees

3. Articles of Incorporation
Indicate the location of the language within the Articles that reflects the redomestication. (Page #, section #, etc., of the Articles of Incorporation). In addition:

• If the Articles have changed as a result of this application, file the amended Articles.
• If the most recently filed (in the state for which you are applying) Articles of Incorporation have not changed as a result of this application, do not file the Articles. Simply state that the current Articles are already on file in the state to which this application relates.

Include as Item 3 of your application.

4. Bylaws
Insurers 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 for which you are applying) 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 your application.

5. Service of Process
Include one original fully executed UCAA Service of Process form (Form 12) 
or the appropriate state-specific form for these states: California, Georgia, Minnesota, Mississippi, Missouri, Virginia and Wisconsin. Massachusetts will forward form when required. Pennsylvania does not require a Service of Process form. Include as Item 13 of your application.

6. State of Domicile Approval (Foreigns Only)
Provide a copy of the redomestication approval from the applicant’s state of domicile. Include as item 14 of your application.

7. 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 should review a listing of requirements for the state to which you are applying. Include as Item 12 of the application. 

State Specific Requirements

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

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located in the Forms Section and can be downloaded for printing and submission. All Forms are in Excel, Word or .PDF format.

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
A completed checklist (1C), and an original executed application form (2C) and the company’s original certificate of authority or an affidavit of lost certificate of authority must all be submitted as Item 1 of the application. All Forms for the Corporate Amendments Application are in the Forms Section.

2. Filing Fee
The application will need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are included in the Schedule of Fees Chart located on the UCAA web site at.  A copy of the applicant’s check should be submitted as Item 2 of the application.

State Filing Fees

3. Articles of Incorporation
Indicate the location of the language within the Articles that reflects the change of city. (Page #, section #, etc., of the Articles of Incorporation). In addition:

• If the Articles have changed as a result of this application, file the amended Articles.

• If the most recently filed (in the state for which you are applying) Articles of Incorporation have not changed as a result of this application, do not file the Articles. Simply state that the current Articles are already on file in the state to which this application relates.

Include as Item 3 of your application.

4. Bylaws
Insurers 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 for which you are applying) 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 your application.

5. Service of Process
Include one original fully executed UCAA Service of Process form (Form 12) or the appropriate state-specific form for these states: California, Georgia, Minnesota, Mississippi, Missouri, Virginia and Wisconsin. Massachusetts will forward form when required. Pennsylvania does not require a Service of Process form. Include as Item 13 of your application.

6. State of Domicile Approval (Foreigns Only)

Provide a copy of the approval from the applicant’s state of domicile. Include as item 14 of your application.

7. 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 should review a listing of requirements for the state to which you are applying. Include as Item 12 of the application.

State Specific Requirements

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

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located in the Forms Section and can be downloaded for printing and submission. All Forms are in Excel, Word or Adobe PDF format.

Instructions 

Corporate Amendments Application Section VI is to be completed as a courtesy filing in conjunction with other changes or to notify regulatory officials of address changes or contact person changes applicable to your Company.

Table of Contents

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

1. Application Form and Attachments
A completed Change of Address/Contact Notification (Form 14) must be submitted. The Change of Address/Contact Notification is located in the Forms Section.

2. 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 should review a listing of requirements for the state to which you are applying. Include as Item 12 of the application.

State Specific Requirements

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located on the UCAA web site. All forms are in Excel, Word or Adobe PDF format.

Please read the following instructions before proceeding in completing Corporate Amendments Application Section VII. Section VII is not applicable for merger applications with the domiciliary state(s). Although, some domestic states may require specific corporate amendment forms for the initial merger request.

Instructions

The Corporate Amendments Application Section VII is for notifying states that a merger involving a licensed company is taking place. Section VII provides for submission of the information on the surviving 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 or if either insurer is licensed in California. California 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 Amendments 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, applicant may need to submit the UCAA expansion application to some states to obtain a license for the surviving insurance company to operate.

Step One:

1. Is insurer A licensed as a foreign insurer in this state?
    
2. Is insurer B licensed as a foreign insurer in this state?
   
   If you answered yes to both questions, then proceed to Step Two.
    
   If you answered No to both questions, then no filing in this state is required. Do not complete the UCAA Corporate Amendments Application. In order to conduct business in this state post-merger, the surviving insurer will need to complete the UCAA Expansion Application located on the UCAA web site.
    
   If you answered yes to one question and No to the other question, then go to Step Two unless the surviving insurer after the merger is not authorized as a foreign insurer in this state, in which case, you go to Step Three.

Step Two:

For the surviving insurer after the merger:

1. What lines of business does the surviving insurer intend to write in this state?
    
2. Is the surviving insurer currently authorized to write all of these lines of business, including variable products, in this state?
    
   If yes to question 2, then complete Section VII of the UCAA Corporate Amendments Application.
    
   If No to question 2, then complete Section VII and Section II (Adding and Deleting Lines of Business) of the UCAA Corporate Amendments Application located on the UCAA web site for those lines that the insurer is not currently authorized to transact in this state.

Step Three:

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 must submit a completed checklist (Form 1C), an original executed application (Form 2C) and the company’s original certificate of authority as Item 1 of the application. All Forms for the Corporate Amendments Application are located on the UCAA web site.

2.  Filing Fee
The application will need to include a filing fee for the state to which the applicant is submitting. The payee name and the instructions for submitting the filing fee are located on the UCAA web site. Submit a copy of the applicant’s check as Item 2 of the application.

State Filing Fees

3.  Articles of Incorporation/Articles of Merger
Indicate the location of the language within the Articles of the surviving insurer that reflects the merger. (e.g., Page #, section #, etc., of the Articles of Incorporation). In addition:

• If the Articles have changed because of this application, file the amended Articles.
• If the most recently filed (in the state for which you are applying) Articles of Incorporation have not changed because of this application, do not file the Articles. Simply state that the current articles are already on file in the state to which this application relates.

Include as Item 3 of your application.

4.  Bylaws
The surviving insurer 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 most recently filed (in the state for which you are applying) Bylaws have not changed because 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 your application.

5.  Minimum Capital and Surplus Requirements
The application will need to show that subsequent to the merger, the applicant 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 complies with the capital and surplus requirements as Item 6 of the application. In some states, the minimum capital and surplus requirements are determined by the classes of insurance that the applicant is requesting authority to transact and the classes of insurance the applicant is authorized to transact in all other jurisdictions. The level of surplus required will be determined after considering the applicant’s product line, operating record and financial condition. Compliance with the statutorily prescribed minimum surplus requirement may not be sufficient for all applicants. The chart located on the UCAA web site 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.

Minium Capital and Surplus Requirements

6.  Statutory Deposit Requirements
A statutory deposit may be required for the requested modification. The chart referenced below provides state-specific requirements and identifies those states that require a Statutory Deposit. Applicants should submit as Item 7 of the application documentation explaining how the applicant has met or will meet the statutory deposit. Unless otherwise indicated the Statutory Deposit is for the benefit of all policyholders.

Statutory Deposit Requirements

7.  Plan of Operation
If the business plan of the surviving insurer will change because of the merger, submit a plan of operation; otherwise, a statement that the business plan will not change will suffice. Submit as Item 8 of the application. The plan of operation contains two components, a brief narrative and pro-forma 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 pro forma (Form 13) is located on the UCAA web site. Submit the narrative and completed pro forma and all attachments as Item 8 of the application.

8.  Statutory Memberships
In some states, applicants are required to join one or more rating, guarantee or other organizations before transacting insurance. Generally, the applicant's authorized lines of insurance govern statutorily mandated memberships. The Statutory Membership chart is available at on the UCAA web site. Please be sure to check with the state to which you have submitted an application to inquire about any statutory memberships that may be required before transacting insurance. Documentation supporting membership application(s) should be submitted, in states where required, as Item 10 of the application.

Statutory Membership Requirements

1. The applicant 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 must submit an NAIC Biographical Affidavit on behalf of all officers, directors and key managerial personnel of the applicant and individuals with a ten percent (10%), or more, beneficial ownership in the applicant and the applicant’s ultimate controlling parent (“Affiant”).
2. 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 Disclosure & Authorization Form permits Affiant by an Independent Third Party (as defined in paragraph (i)) to conduct a background investigation on the Affiant.
3. The NAIC Biographical Affidavit includes three types of 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 years. Refer to the Disclosure & Authorization Forms for further information.
4. The NAIC Biographical Affidavit is used to evaluate the suitability of the Affiant in connection with an applicant’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 where certain items must be verified. The background investigation may contain information bearing on the Affiant’s character, general reputation, personal characteristics, mode of living and credit standing. The Independent Third Party shall use the background investigation to create a background report (the “Background Report”).
5. The Disclosure & Authorization Form is valid for a maximum of one year and, in certain instances, only valid for one pending application. Additionally, an Affiant may revoke the authorization at any time by delivering a written revocation to the applicant. Refer to the Disclosure & Authorization Form for further information.
6. The Background Reports are subject to the Fair Credit Reporting Act (“FCRA”). Pursuant to FCRA, the state departments of insurance and an applicant who is seeking admission are “users” of consumer reports. The FCRA requires that the applicant provide the Affiant with a copy of the “Summary of your Rights Under the Fair Credit Reporting Act.” Applicants 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 at http://www.ftc.gov/bcp/conline/pubs/credit/fcrasummary.pdf.
   
   Applicants 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 at http://www.ftc.gov/os/statutes/fcra.htm.
7. A department of insurance in any state where an applicant files, or intends to file an application and the applicant may receive the Background Report. An Affiant who desires a copy of their Background Report, may request a copy from the applicant or the CRA as indicated on the Disclosure & Authorization Form. Refer to the Disclosure & Authorization Form for further information.
8. Please check state specific requirements in the chart referenced below 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 fingerprint cards and processing fees should be included.
9. The UCAA defines Independent Third Party as:
   
   1. A consumer reporting agency (“CRA”) by the Federal Trade Commission (“FTC”) and therefore subject to the FCRA,
   2. Has the ability to perform international background investigations,
   3. One whose officers and directors have no material affiliation with the applicant other than stock ownership amounting to less than 1% of total stock outstanding, unless prior approval is given by the department of insurance to which application is being made, and
   4. Such state(s) where an application is being made approves.

Refer to the UCAA website for a list of currently approved independent third party vendors/CRA’s.

NAIC Biographical Affidavits must be current and the affiant shall not sign the Affidavits more than one year before the date the insurer files the application.

Please check state specific 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 fingerprint cards and processing fees should be included.

Submit original NAIC Biographical Affidavits that contain the Disclosure & Authorization Form to the State Department(s) of Insurance as Item 15 of your application.

10.  Uniform Consent to 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 (Form 12) or the appropriate state-specific form for these states: California, Georgia and Nevada. Include as Item 13 of your application.

11. State of Domicile Approval
Provide a copy of the approval from each insurer’s state of domicile, including a copy of the Merger Agreement, and sample Assumption Certificate, if any. Include as Item 14 of your application.

12.  State-Specific Information
Some jurisdictions may have additional requirements that the applicant must meet before the state can amend the Certificate of Authority. Before completing a UCAA Corporate Amendments Application, the applicant should review a listing of requirements for the state to which you are applying. Include as Item 12 of the application.

State Specific Requirements

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located in the Forms Section and can be downloaded for printing and submission.

Please read the following Instructions before proceeding 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. State-Specific Information
7. Uniform Consent to Service of Process
8. State of Domicile Approval
9. NAIC Biographical Affidavits

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. All Forms for the Corporate Amendments Application are located in the Forms Section.

2. Filing Fee
The application may need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are located in the Schedule of Fees chart referenced below. A copy of the applicant’s check should be submitted as Item 2 of the application.

State Filing Fees

3. Articles of Incorporation
If the Articles have changed as a result of the change of control, file the amended Articles. If the most recently filed (in the state for which you are applying) Articles of Incorporation have not changed, do not file the Articles. Simply state that the current articles are already on file in the state to which this application relates. If it is expected that revised Articles of Incorporation will be submitted in the completed transaction filing, please state that in the proposed transaction filing at Item 3.

Include as Item 3 of your application.

4.  Bylaws
If the Bylaws have changed, file the amended Bylaws.

If the most recently filed (in the state for which you are applying) Bylaws have not changed, do not file the Bylaws. Simply state in Item 4 that the current bylaws are already on file in the state to which this application relates. If it is expected that revised Bylaws will be submitted in the completed transaction filing, please state that in the proposed transaction filing at Item 4.

Include as Item 4 of your application.

5.  Plan of Operation
If the business plan of the insurer 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 8 of the application. The plan of operation is made up of two components; a brief narrative, and pro-forma 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 pro forma (Form 13) is located in the Forms Section. The narrative and completed pro forma and all attachments should be submitted as Item 8 of the application.

6.  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 should review a listing of requirements for the state to which you are applying. State-specific information are listed in the chart referenced below. Include as Item 12 of the application.

State-Specific Information

7.  Uniform Consent to 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, Missouri, Pennsylvania, Virginia and Wisconsin. Include as Item 13 of your proposed transaction or completed transaction application.  

If the most recently filed (in the state for which you are applying) Uniform Consent to Service of Process form (Form 12) has not changed, do not file the form. Simply state in Item 13 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 each insurer’s state of domicile when the change of control is completed. Include as Item 14 of your completed transaction application.  

9.  NAIC Biographical Affidavits
An NAIC Biographical Affidavit (Form 11) must be submitted in the proposed transaction filing for all newly proposed officers, directors and key managerial personnel of the applicant, any new individuals with a 10 percent or more beneficial ownership and the new ultimate controlling parent. An NAIC Biographical Affidavit must be submitted in the completed transaction filing for all current officers, directors and key managerial personnel, beneficial owners of 10% of the entity and the ultimate controlling parent of the applicant, if the information currently on file with the regulator is not current. 

The NAIC Biographical Affidavit certified by an independent third party that has conducted a comprehensive review of the applicant’s background and has certified that the Biographical Affidavit has no inaccurate or conflicting information and no material omissions, is accepted. An independent third party is one that has no affiliation with the applicant and is in the business of providing background checks or investigations. NAIC Biographical Affidavits must be current and shall not be signed by the affiant more than one year prior to the date the application is filed. 

Please check state-specific requirements for those states that require additional background information, such as fingerprints, in place of or in addition to, the Biographical Affidavits. If applying in one of those states, necessary fingerprint cards and processing fees should be included. NAIC Biographical Affidavits should be submitted as Item 15 of your application. 

Fingerprint and Biographical Affidavit Requirements

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.

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located in Forms Section and can be downloaded for printing and submission.

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 (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 on the UCAA Web site at Forms Section.

2.  Filing Fee
The application will need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are included in the Schedule of Fees Chart located below. A copy of the applicant’s check should be submitted as Item 2 of the application.

State Filing Fees

3. Articles of Incorporation
Indicate the location of the language within the Articles that reflects the change. (Page #, section #, etc., of the Articles of Incorporation).

Include as Item 3 of your application.

4.  Bylaws

Insurers 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 for which you are applying) 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 your application.

5. State of Domicile Approval (Foreigns Only)

Provide a copy of the amended articles of incorporation approval from the applicant’s state of domicile. Include as item 14 of your 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 should review a listing of requirements for the state to which you are applying.  Include as Item 12 of the application.

State Specific Information

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 states individually if you have questions about a specific document.

All forms required for the Corporate Amendments Application are located in Forms Section and can be downloaded for printing and submission.

Table of Contents

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

1. Application Form and Attachments
A completed checklist (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 on the UCAA Web site at Forms Section.

2. Filing Fee
The application will need to include a filing fee for the state to which the application is submitted. The payee name and the instructions for submitting the filing fee are included in the Schedule of Fees Chart located below.  A copy of the applicant’s check should be submitted as Item 2 of the application.

State Filing Fees

3. Bylaws
Indicate the location of the language within the Bylaws that reflects the change. (Page #, section #, etc., of the Bylaws). Include as Item 4 of your application.

4. State of Domicile Approval (Foreigns Only)
Provide a copy of the amended bylaws approval from the applicant’s state of domicile. Include as item 14 of your 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 should review a listing of requirements for the state to which you are applying.  Include as Item 12 of the application.

State Specific Information

Section XI
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. Applications that fail to meet these formatting requirements will not be accepted for filing. Section XI will address the following areas:

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

1. Communication Between Applicant and Agency
Once a state accepts a Corporate Amendments Application for filing, the state will notify the applicant of the official filing date and agency contact person. The state will provide the names, addresses, e-mail (if available) and telephone numbers of the individual(s) assigned to the application.

Before receiving the name of the agency contact person, an applicant may contact the agency personnel listed on the chart located on the UC

State UCAA Contacts

2. Questions
Sections II -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, applicants may use the contact names provided in Item 1 above, Communication Between Applicant and Agency.

3. Application Checklist
The application checklist (Form 1C) in the Forms Section is intended as a guide for assembling a complete application. Complete the checklist prior to submitting a Corporate Amendments Application for review. A completed checklist should be attached to the top of your 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 Sections II -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 needs to be tabbed 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, a written explanation stating the reason the item has not been included must be attached to the cover sheet. Set forth below are examples of why a particular item may not be attached 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. Address for Submission of Application
Submit your application by mailing it to the appropriate address noted in the chart located on the UCAA Web site.

State Mailing Addresses

6. Updates/Changes
Applicants are responsible for informing states of any significant changes that occur or are discovered 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.

Applicants 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 Schedule of Filing Fees, located on the UCAA Web site, to determine the correct fee and filing instructions for the state in which you are applying.

State Filing Fees

8. Forms
All forms are available in the Forms Section on the UCAA Web site.

9. State Specific Information
Some jurisdictions may have additional requirements that the applicant must meet before the state can issue an amended Certificate of Authority. Before completing a UCAA Corporate Amendments Application the applicant should review a listing of requirements for the state to which the applicant is applying under State Pages on the UCAA Web site.

State Specific Information