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CA Department of Insurance

Merger

California Insurance Code section 1011(c) requires any person to obtain the consent of the California Insurance Commissioner prior to entering into any transaction to merge substantially its entire property or business in or with the property or business of any other person.

Instructions to Complete a Merger Application

Following are links to the forms and information necessary to obtain the Commissioner's consent to merger. Additional information may be requested by the Department during the course of review.

Please submit the following:
  1. A completed Application for Consent to Merger
  2. A completed Annual Statement and Tax Return Commitment By Surviving Entity in a Merger
  3. Filing fee. Cal. Ins. Code § 1011.5.
  4. A completed Ratification of Appointments of Agents form, if applicable
  5. A completed Securities Transaction Request Form, if applicable
When completing the Application for Consent to Merger, please answer each question as thoroughly as possible and do not leave questions blank. If there is no answer or the question is not applicable, please state "not applicable" in the space provided. If information or documentation is requested but not provided, please explain why in the cover letter. Place a check in the box next to the item number in the checklist portion of the application to indicate the requested information is included in the application. Number all items submitted with the application to correspond with the number of the checklist item.

The application itself, and any commitment made by applicants as part of their submission, must be signed by (1) applicants' chairman, president or any vice president and (2) applicants' corporate secretary, any assistant secretary, chief financial officer or treasurer or any assistant treasurer. These signatures must be notarized.

NOTE: If more than one company will be a nonsurvivor, a separate application and filing fee (along with all other information and documentation required) must be filed for each nonsurvivor, even if all parties are members of the same ultimate holding company system.

Additional Information:

  • When Survivor Intends to Change Its Name
    Approval of the Survivor's new name should be obtained from the Department in advance. Please see Amend Certificate of Authority - Name Change. An additional fee is required for filing a request for name approval. Cal Ins. Code § 881.

    Name reservations should also be obtained from the Secretary of State. Communicate directly with that office:
    California Secretary of State
    Name Availability Unit
    1500 11th Street, 3rd Floor
    Sacramento, CA 95814

  • Submittal Required Even If Nonsurvivor Is Not Admitted
    Submission of this application is generally required by law irrespective of the fact that one or more nonsurviving constituent entities are not admitted to this State.
  • When Survivor is Not Admitted
    If a prospective survivor is not already admitted in California, that non-admitted entity must file an application for and obtain a California Certificate of Authority before or simultaneously with the Department's consent to the merger. In such case, the entity should consult and follow the Certificate of Authority Instructions.
  • Workers Compensation Applicants
    If the survivor writes workers' compensation insurance and will be required to increase its workers' compensation deposit as a result of this transaction, the survivor will be so notified by the Department during its review of the application.
  • Ratification of Appointment of Agents
    If survivor intends to adopt the agents of the nonsurvivor, please complete the Ratification of Appointments of Agents form.

    Two copies of the form should be completed, duly executed, and both copies returned to the Department with the correct filing fee. Cal. Ins. Code § 1751(i). Upon effectiveness of the transaction, the License Division will stamp both copies of the form and return one for the survivor's records.

  • Release of General Deposit
    If the nonsurvivor is a domestic insurer and is seeking release of a general deposit being held by the Department, fill out the appropriate Securities Transaction Request Form, and provide written confirmation from the survivor's domestic regulator that the deposit being held is no longer required to be maintained.

Submitting a Completed Merger Application

Filing Electronically on OASIS

  • Upload Documents
    Application documents and materials identified in the checklist portion of the Application for Consent to Merger with the notation [Upload] can be uploaded on OASIS.

  • When Signed Originals are Required
    Where the instructions require submission of documents with applicant's attestation, verification or signature, the original signature page(s) (and only these) must be mailed to the Department for receipt no later than 10 days from the date of the filing.

  • Mail signed originals to:
    California Department of Insurance
    Corporate & Regulatory Affairs Branch
    45 Fremont Street, 24th Floor
    San Francisco, CA 94105
  • Filing Fee
    Payment of the filing fee on OASIS can be made by credit card.

Filing by Mail

  • Mail all documents to:
    California Department of Insurance
    Corporate & Regulatory Affairs Branch
    45 Fremont Street, 24th Floor
    San Francisco, CA 94105

  • Filing Fee
    Submit a check made payable to the California Department of Insurance.
CAUTION
Should applicant fail to obtain the Insurance Commissioner's written consent prior to entering into any transaction the effect of which is to merge, consolidate or reinsure substantially its entire property or business in or with the property or business of any other person, or if applicant transferred or attempted to transfer substantially its entire property or business without such prior written consent, such transaction is a statutory ground on the basis of which the Insurance Commissioner is authorized to apply for summary order of court vesting title in him to all of the insurer's assets wherever situated.
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