title-23-part-9•23 CAR Part 9 — Insurance Holding Company Systems with Reporting Forms and Instructions
23 CAR Part 9 — Insurance Holding Company Systems with Reporting Forms and Instructions
title-23-part-923 CAR pt. 9Regulation
Chapter I
Subchapter A
Subpart 1
23 CAR § 9-101 Purpose {#sec-23-car-9-101 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-101}
23 CAR § 9-101. Purpose.
(a) The purpose of this rule is to set forth rules and procedures that the Insurance Commissioner deems necessary to carry out the provisions of the Insurance Holding Company Regulatory Act, Arkansas Code § 23-63-501 et seq., hereinafter referred to as “the act”.
(b) The information to be filed pursuant to this rule is hereby declared to be necessary and appropriate in the public interest and for the protection of the policyholders in this state.
23 CAR § 9-102 Definitions {#sec-23-car-9-102 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-102}
23 CAR § 9-102. Definitions.
(a) As used in this part:
(1) “Commissioner” means the Insurance Commissioner;
(2) “Enterprise risk” means any activity, circumstance, event, or series of events involving at least one (1) affiliate of an insurer that, if not remedied, is likely to have a material adverse effect on the financial condition or liquidity of the insurer or the insurer’s insurance holding company as a whole, including any action that may cause an insurer’s risk-based capital to fall into company action level or cause an insurer to be in hazardous financial condition;
(3) “Executive officer” means:
(A) Chief executive officer;
(B) Chief operating officer;
(C) Chief financial officer;
(D) Treasurer;
(E) Secretary;
(F) Controller; and
(G) Any other individual performing functions corresponding to those performed by the foregoing officers under whatever title; and
(4) “Ultimate controlling person” means that person which is not controlled by any other person.
(b)(1) Unless the context otherwise requires, other terms found in this rule and in Arkansas Code § 23-63-503 are used as defined in the Insurance Holding Company Regulatory Act, Arkansas Code § 23-63-501 et seq., if not defined herein.
(2) Other nomenclature or terminology is in accordance with the Arkansas Insurance Code or industry usage if not defined by the Arkansas Insurance Code.
History
- Codification Notes: Arkansas Insurance Code was enacted by Acts 1959, No. 148. Authorities: Arkansas Code § 23-61-108; Arkansas Code § 23-63-518
23 CAR § 9-103 Severability clause {#sec-23-car-9-103 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-103}
23 CAR § 9-103. Severability clause.
If any provision of this rule, or the application thereof to any person or circumstance, is held invalid, such determination shall not affect other provisions or applications of this rule which can be given effect without the invalid provision or application, and to that end the provisions of this rule are severable.
23 CAR § 9-104 Forms — General requirements {#sec-23-car-9-104 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-104}
23 CAR § 9-104. Forms — General requirements.
(a)(1) Forms A, B, C, D, E, and F are intended to be guides in the preparation of the statements required by the Insurance Holding Company Regulatory Act, Arkansas Code § 23-63-501 et seq.
(2) They are not intended to be blank forms which are to be filled in.
(3) The statements filed shall contain the numbers and captions of all items, but the text of the items may be omitted, provided the answers thereto are prepared in such a manner as to indicate clearly the scope and coverage of the items.
(4) All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted.
(5) Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.
(b)(1) Two (2) complete copies of each statement including exhibits and all other papers and documents filed as a part thereof, accompanied by the appropriate filing fee set forth in 23 CAR pt. 22, shall be filed with the Insurance Commissioner by personal delivery or mail addressed to:
Insurance Commissioner of the State of Arkansas
One Commerce Way, Suite 102
Little Rock, Arkansas 72202
Attention: Legal Division
(2)(A) At least one (1) of the copies shall be manually signed in the manner prescribed on the form.
(B) Unsigned copies shall be conformed.
(3) If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the statement.
(c)(1) Statements shall be easily readable and suitable for review and reproduction.
(2) Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.
(3)(A) Statements shall be in the English language and monetary values shall be stated in United States currency.
(B) If any exhibit or other paper or document filed with the statement is in a foreign language, it shall be accompanied by a translation into the English language, and any monetary value shown in a foreign currency normally shall be converted into United States currency.
23 CAR § 9-105 Forms — Incorporation by reference, summaries, and omissions {#sec-23-car-9-105 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-105}
23 CAR § 9-105. Forms — Incorporation by reference, summaries, and omissions.
(a)(1) Information required by any item of Form A, Form B, Form D, Form E, or Form F may be incorporated by reference in answer or partial answer to any other item.
(2) Information contained in any financial statement, annual report, proxy statement, statement filed with a governmental authority, or any other document may be incorporated by reference in answer or partial answer to any item of Form A, Form B, Form D, Form E, or Form F provided such document or paper is filed as an exhibit to the statement.
(3) Excerpts of documents may be filed as exhibits if the documents are extensive.
(4)(A) Documents currently on file with the Insurance Commissioner which were filed within three (3) years need not be attached as exhibits.
(B) References to information contained in exhibits or in documents already on file shall:
(i) Clearly identify the material; and
(ii) Specifically indicate that such material is to be incorporated by reference in answer to the item.
(5) Matter shall not be incorporated by reference in any case where such incorporation would render the statement:
(A) Incomplete;
(B) Unclear; or
(C) Confusing.
(b)(1) Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made as to the pertinent provisions of the document.
(2) In addition to such statement, the summary or outline may incorporate by reference particular parts of any exhibit or document currently on file with the commissioner which was filed within three (3) years and may be qualified in its entirety by such reference.
(3) In any case where two (2) or more documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, a copy of only one (1) of such documents need be filed with a schedule identifying the omitted documents and setting forth the material details in which the documents differ from the documents, a copy of which is filed.
23 CAR § 9-106 Forms — Information unknown or unavailable and extension of time to furnish {#sec-23-car-9-106 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-106}
23 CAR § 9-106. Forms — Information unknown or unavailable and extension of time to furnish.
If it is impractical to furnish any required information, document, or report at the time it is required to be filed, there shall be filed with the Insurance Commissioner a separate document:
(1) Identifying the information, document, or report in question;
(2) Stating why the filing thereof at the time required is impractical; and
(3)(A) Requesting an extension of time for filing the information, document, or report to a specified date.
(B) The request for extension shall be deemed granted unless the commissioner within sixty (60) days after receipt thereof enters an order denying the request.
23 CAR § 9-107 Forms — Additional Information and exhibits {#sec-23-car-9-107 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-107}
23 CAR § 9-107. Forms — Additional Information and exhibits.
(a)(1) In addition to the information expressly required to be included in Form A, Form B, Form C, Form D, Form E, and Form F, the Insurance Commissioner may request such further material information, if any, as may be necessary to make the information contained therein not misleading.
(2)(A) The person filing may also file such exhibits as it may desire in addition to those expressly required by the statement.
(B) Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer.
(b) Changes to Forms A, B, C, D, E, or F shall:
(1) Include on the top of the cover page the phrase: “Change No. [insert number] to”; and
(2) Indicate the date of the change and not the date of the original filing.
23 CAR § 9-108 Subsidiaries of domestic insurers {#sec-23-car-9-108 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-108}
23 CAR § 9-108. Subsidiaries of domestic insurers.
The authority to invest in subsidiaries under Arkansas Code § 23-63-505 is in addition to any authority to invest in subsidiaries which may be contained in any other provision of the Arkansas Insurance Code.
23 CAR § 9-109 Acquisition of control — Statement filing {#sec-23-car-9-109 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-109}
23 CAR § 9-109. Acquisition of control — Statement filing.
(a) A person required to file a statement pursuant to Arkansas Code §§ 23-63-506 – 23-63-513 shall furnish the required information on Form A, hereby made a part of this rule.
(b) Such person shall also furnish the required information on Form E, hereby made a part of this rule and described in 23 CAR § 9-112.
23 CAR § 9-110 Amendments to Form A {#sec-23-car-9-110 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-110}
23 CAR § 9-110. Amendments to Form A.
The applicant shall promptly advise the Insurance Commissioner of any changes in the information furnished on Form A arising subsequent to the date upon which such information was furnished but prior to the commissioner’s disposition of the application.
23 CAR § 9-111 Acquisition of Arkansas Code § 23-63-506 insurers {#sec-23-car-9-111 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-111}
23 CAR § 9-111. Acquisition of Arkansas Code § 23-63-506 insurers.
(a) If the person being acquired is deemed to be a “domestic insurer” solely because of the provisions of Arkansas Code § 23-63-506, the name of the domestic insurer on the cover page should be indicated as follows:
“ABC Insurance Company, a subsidiary of XYZ Holding Company”.
(b) Where an Arkansas Code § 23-63-506 insurer is being acquired, references to “the insurer” contained in Form A shall refer to both:
(1) The domestic subsidiary insurer; and
(2) The person being acquired.
23 CAR § 9-112 Preacquisition notification {#sec-23-car-9-112 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-112}
23 CAR § 9-112. Preacquisition notification.
(a) If a domestic insurer, including any person controlling a domestic insurer, is proposing a merger or acquisition pursuant to Arkansas Code §§ 23-63-506 – 23-63-513, that person shall file a preacquisition notification form, Form E, which was developed pursuant to Arkansas Code § 23-63-527.
(b) Additionally, if a nondomiciliary insurer licensed to do business in this state is proposing a merger or acquisition pursuant to Arkansas Code §§ 23-63-525 – 23-63-530, that person shall file a preacquisition notification form, Form E.
(c) No preacquisition notification form need be filed if the acquisition is beyond the scope of Arkansas Code §§ 23-63-525 – 23-63-528, as set forth in Arkansas Code § 23-63-526(b), unless the Insurance Commissioner so requests.
(d) In addition to the information required by Form E, the commissioner may wish to require an expert opinion as to the competitive impact of the proposed acquisition.
23 CAR § 9-113 Statement filing — Annual registration of insurers {#sec-23-car-9-113 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-113}
23 CAR § 9-113. Statement filing — Annual registration of insurers.
(a) An insurer required to file and maintain a registration statement pursuant to Arkansas Code § 23-63-514 shall furnish the required information on Form B, hereby made a part of this rule.
(b) Notwithstanding the frequency or lack of filed amendments that report material transactions in the intervening period, each domestic insurer subject to registration under this rule shall update, restate, and refile with the State Insurance Department a full and complete registration statement, Form B, with the companion summary, Form C, annually on or before May 1.
23 CAR § 9-114 Statement filing — Summary of registration {#sec-23-car-9-114 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-114}
23 CAR § 9-114. Statement filing — Summary of registration.
(a) An insurer required to file and maintain a registration statement pursuant to Arkansas Code § 23-63-514 is also required to furnish information required on Form C, hereby made a part of this rule.
(b) A copy of Form C shall be filed in each state in which an insurer is authorized to do business, if the insurance commissioner of that state has notified the insurer of its request in writing, in which case the insurer has twenty (20) days from receipt of the notice to file such form.
23 CAR § 9-115 Amendments to Form B {#sec-23-car-9-115 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-115}
23 CAR § 9-115. Amendments to Form B.
(a) An amendment to Form B shall be filed within fifteen (15) days after the end of any month in which there is a material change to the information provided in the annual registration statement.
(b)(1) Amendments shall be filed in the Form B format reporting only those items which are being amended.
(2) Each amendment shall:
(A) Include at the top of the cover page “AMENDMENT NO. [insert number] to Form B for [insert year]”; and
(B) Indicate the date of the change and not the date of the original filings.
23 CAR § 9-116 Alternative and consolidated registrations {#sec-23-car-9-116 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-116}
23 CAR § 9-116. Alternative and consolidated registrations.
(a)(1) Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under Arkansas Code § 23-63-514.
(2) A registration statement may include information not required by the Insurance Holding Company Regulatory Act, Arkansas Code § 23-63-501 et seq., regarding any insurer in the insurance holding company system even if the insurer is not authorized to do business in this state.
(3) In lieu of filing a registration statement on Form B, the authorized insurer may file a copy of the registration statement or similar report which it is required to file in its state of domicile, provided:
(A) The statement or report contains substantially similar information required to be furnished on Form B; and
(B)(i) The filing insurer is the principal insurance company in the insurance holding company system.
(ii) The question of whether the filing insurer is the principal insurance company in the insurance holding company system is a question of fact, and an insurer filing a registration statement or report in lieu of Form B on behalf of an affiliated insurer shall set forth a brief statement of facts which will substantiate the filing insurer’s claim that it, in fact, is the principal insurer in the insurance holding company system.
(b) With the prior approval of the Insurance Commissioner, an unauthorized insurer may follow any of the procedures which could be done by an authorized insurer under subsection (a) of this section.
(c)(1) Any insurer may take advantage of the provisions of Arkansas Code § 23-63-514(f) or (g) without obtaining the prior approval of the commissioner.
(2) The commissioner, however, reserves the right to require individual filings if he or she deems such filings necessary in the interest of:
(A) Clarity;
(B) Ease of administration; or
(C) The public good.
23 CAR § 9-117 Disclaimers and termination of registration {#sec-23-car-9-117 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-117}
23 CAR § 9-117. Disclaimers and termination of registration.
(a) A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person, hereinafter referred to as the "subject", shall contain the following information:
(1) The number of authorized, issued, and outstanding voting securities of the subject;
(2) With respect to the person whose control is denied and all affiliates of such person:
(A) The number and percentage of shares of the subject's voting securities which are held of record or known to be beneficially owned; and
(B) The number of shares concerning which there is a right to acquire, directly or indirectly;
(3) All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person; and
(4) A statement explaining why the person should not be considered to control the subject.
(b) A request for termination of registration shall be deemed to have been granted unless the Insurance Commissioner, within thirty (30) days after receipt of the request, notifies the registrant otherwise.
23 CAR § 9-118 Transactions subject to prior notice — Notice filing {#sec-23-car-9-118 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-118}
23 CAR § 9-118. Transactions subject to prior notice — Notice filing.
(a) An insurer required to give notice of a proposed transaction pursuant to Arkansas Code § 23-63-515(a)(2) shall furnish the required information on Form D, hereby made a part of this rule.
(b) Agreements for cost-sharing services and management services shall at a minimum and as applicable:
(1) Identify the person providing services and the nature of such services;
(2) Set forth the methods to allocate costs;
(3) Require timely settlement, not less frequently than on a quarterly basis, and compliance with the requirements in the Accounting Practices and Procedures Manual;
(4) Prohibit advancement of funds by the insurer to the affiliate except to pay for services defined in the agreement;
(5) State that:
(A) The insurer will maintain oversight for functions provided to the insurer by the affiliate; and
(B) The insurer will monitor services annually for quality assurance;
(6) Define records and data of the insurer to include all records and data developed or maintained under or related to the agreement that are otherwise the property of the insurer, in whatever form maintained, including, but not limited to:
(A) Claims and claim files;
(B) Policyholder lists;
(C) Application files;
(D) Litigation files;
(E) Premium records;
(F) Rate books;
(G) Underwriting manuals;
(H) Personnel records;
(I) Financial records; or
(J) Similar records within the possession, custody, or control of the
affiliate;
(7) Specify that all records and data of the insurer are and remain the property of the insurer, and are:
(A) Subject to control of the insurer;
(B) Identifiable; and
(C) Segregated from all other persons’ records and data, or are readily capable of segregation at no additional cost to the insurer;
(8) State that all funds and invested assets of the insurer are:
(A) The exclusive property of the insurer;
(B) Held for the benefit of the insurer; and
(C) Subject to the control of the insurer;
(9) Include standards for termination of the agreement with and without cause;
(10) Include provisions for indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services and for any actions by the affiliate that violate the provisions of the agreement in subdivisions (b)(11) – (15) of this section;
(11) Specify that, if the insurer is placed in supervision, seizure, conservatorship, or receivership pursuant to Arkansas Code § 23-68-101 et seq.:
(A) All of the rights of the insurer under the agreement extend to the receiver or Insurance Commissioner to the extent permitted by Arkansas Code § 23-68-101 et seq.;
(B) All records and data of the insurer shall be identifiable and segregated from all other persons’ records and data or readily capable of segregation at no additional cost to the receiver or the commissioner;
(C) A complete set of records and data of the insurer:
(i) Will immediately be made available to the receiver or the commissioner;
(ii) Shall be made available in a usable format;
(iii) Shall be turned over to the receiver or the commissioner immediately upon the receiver or the commissioner’s request; and
(iv) Shall be transferred to the receiver or commissioner at a cost that is fair and reasonable; and
(D) The affiliated person or persons will make available all employees essential to the operations of the insurer and the services associated therewith for the immediate continued performance of the essential services ordered or directed by the receiver or the commissioner;
(12) Specify that the affiliate has no automatic right to terminate the agreement if the insurer is placed into supervision, seizure, conservatorship, or receivership pursuant to Arkansas Code § 23-68-101 et seq.;
(13)(A) Specify that the affiliate will provide the essential services for a minimum period of time, as specified in the agreement, after termination of the agreement, if the insurer is placed into supervision, seizure, conservatorship, or receivership pursuant to Arkansas Code § 23-68-101 et seq., as ordered or directed by the receiver or commissioner.
(B) Performance of the essential services will continue to be provided without regard to prereceivership unpaid fees, as long as the affiliate continues to receive timely payment for postreceivership services rendered, unless released by the receiver, commissioner, or supervising court;
(14) Specify that the affiliate will:
(A) Continue to maintain any systems, programs, or other infrastructure notwithstanding supervision, seizure, conservatorship, or receivership pursuant to Arkansas Code § 23-68-101 et seq.; and
(B) Make them available to the receiver or commissioner as ordered or directed by the receiver or commissioner for so long as the affiliate continues to receive timely payment for services rendered, unless released by the receiver, commissioner, or supervising court; and
(15) Specify that, in furtherance of the cooperation between the receiver and the affected guaranty association or associations and subject to the receiver’s authority over the insurer, if the insurer is placed into supervision, seizure, conservatorship, or receivership pursuant to Arkansas Code § 23-68-101 et seq., and portions of the insurer’s policies or contracts are eligible for coverage by one (1) or more guaranty associations, the affiliate’s commitments under subdivisions (b)(11) – (14) of this section will extend to such guaranty association or associations.
History
- Codification Notes: Accounting Practices and Procedures Manual is produced by the National Association of Insurance Commissioners. History: Ark. R. 2026-9 (eff. January 30, 2026) Authorities: Arkansas Code § 23-61-108; Arkansas Code § 23-63-518
23 CAR § 9-119 Enterprise risk report {#sec-23-car-9-119 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-119}
23 CAR § 9-119. Enterprise risk report.
The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to Arkansas Code § 23-63-514(m) shall furnish the required information on Form F, hereby made a part of this rule.
23 CAR § 9-120 Extraordinary dividends and other distributions {#sec-23-car-9-120 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-120}
23 CAR § 9-120. Extraordinary dividends and other distributions.
(a) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
(1) The amount of the proposed dividend;
(2) The date established for payment of the dividend;
(3) A statement as to whether the dividend is to be in cash or other property and, if in property:
(A) A description thereof;
(B) Its cost; and
(C) Its fair market value together with an explanation of the basis for valuation;
(4)(A) A copy of the calculations determining that the proposed dividend is extraordinary.
(B) The work paper shall include the following information:
(i) The amounts, dates, and form of payment of all dividends or distributions, including regular dividends but excluding distributions of the insurer's own securities, paid within the period of twelve (12) consecutive months ending on the date fixed for payment of the proposed dividend for which approval is sought and commencing on the day after the same day of the same month in the last preceding year;
(ii) Surplus as regards policyholders, total capital and surplus, as of the thirty-first day of December next preceding;
(iii) If the insurer is a life insurer, the net gain from operations for the twelve-month period ending the thirty-first day of December next preceding; and
(iv) If the insurer is not a life insurer:
(a) The net income less realized capital gains for the twelve-month period ending the thirty-first day of December next preceding and the two (2) preceding twelve-month periods; and
(b) The dividends paid to stockholders excluding distributions of the insurer’s own securities in the preceding two (2) calendar years;
(5) A balance sheet and statement of income for the period intervening from the last annual statement filed with the Insurance Commissioner and the end of the month preceding the month in which the request for dividend approval is submitted; and
(6) A brief statement as to the effect of the proposed dividend upon the insurer's surplus and the reasonableness of surplus in relation to the insurer’s outstanding liabilities and the adequacy of surplus relative to the insurer’s financial needs.
(b) Subject to Arkansas Code § 23-63-515(c), (d), (e), and (f) as to extraordinary dividends, each registered insurer shall report to the commissioner all dividends and other distributions to shareholders within fifteen (15) business days following the declaration thereof, including the same information required by subdivision (a)(4) of this section.
23 CAR § 9-121 Adequacy of surplus {#sec-23-car-9-121 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-121}
23 CAR § 9-121. Adequacy of surplus.
(a)(1) The factors set forth in Arkansas Code § 23-63-515(b) are not intended to be an exhaustive list.
(2) In determining the adequacy and reasonableness of an insurer's surplus, no single factor is necessarily controlling.
(b)(1) The Insurance Commissioner, instead, will consider the net effect of all of these factors plus other factors bearing on the financial condition of the insurer.
(2) In comparing the surplus maintained by other insurers, the commissioner will consider the extent to which each of these factors varies from company to company, and in determining the quality and liquidity of investments in subsidiaries, the commissioner will consider the individual subsidiary and may discount or disallow its valuation to the extent that the individual investments so warrant.
23 CAR § 9-122 Group capital calculation {#sec-23-car-9-122 omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR § 9-122}
23 CAR § 9-122. Group capital calculation.
(a) Where an insurance holding company system has previously filed the annual
group capital calculation at least once, the lead state commissioner has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation if the lead state commissioner makes a determination based upon that filing that the insurance holding company meets all of the following criteria:
(1) Has annual direct written and unaffiliated assumed premium (including international direct and assumed premium), but excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program, of less than one billion dollars ($1,000,000,000);
(2) Has no insurers within its holding company structure that are domiciled outside of the United States or one of its territories;
(3) Has no banking, depository, or other financial entity that is subject to an identified regulatory capital framework within its holding company structure;
(4) The holding company system attests that there are no material changes in the transactions between insurers and noninsurers in the group that have occurred since the last filing of the annual group capital; and
(5) The noninsurers within the holding company system do not pose a material financial risk to the insurers’ ability to honor policyholder obligations.
(b) Where an insurance holding company system has previously filed the annual group capital calculation at least once, the lead state commissioner has the discretion to accept, in lieu of the group capital calculation, a limited group capital filing if the insurance holding company system has annual direct written and unaffiliated assumed premium (including international direct and assumed premium), but excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program, of less than one billion dollars ($1,000,000,000), and all of the following criteria are met:
(1) Has no insurers within its holding company structure that are domiciled outside of the United States or one of its territories;
(2) Does not include a banking, depository, or other financial entity that is subject to an identified regulatory capital framework; and
(3) The holding company system attests that there are no material changes in transactions between insurers and noninsurers in the group that have occurred since the last filing of the report to the lead state commissioner and the noninsurers within the holding company system do not pose a material financial risk to the insurers’ ability to honor policyholder obligations.
(c) For an insurance holding company system that has previously met an exemption with respect to the group capital calculation pursuant to subsections (a) or (b) of this section, the lead state commissioner may require at any time the ultimate controlling person to file an annual group capital calculation, completed in accordance with the National Association of Insurance Commissioners (NAIC) Group Capital Calculation Instructions, if any of the following criteria are met:
(1) Any insurer within the insurance holding company system is in a risk-based capital action level event as set forth in the Risk-Based Capital Act, Arkansas Code § 23-63-1301 et seq., or similar standard for a non-United States insurer;
(2) Any insurer within the insurance holding company system meets one (1) or more of the standards of an insurer deemed to be in hazardous financial condition as defined in To Define Standards and Commissioner’s Authority for Companies Deemed to be in Hazardous Financial Condition, 23 CAR pt. 19; or
(3) Any insurer within the insurance holding company system otherwise exhibits qualities of a troubled insurer as determined by the lead state commissioner based on unique circumstances including, but not limited to:
(A) The type and volume of business written;
(B) Ownership and organizational structure;
(C) Federal agency requests; and
(D) International supervisor requests.
(d) A non-United States jurisdiction is considered to “recognize and accept” the group capital calculation if it satisfies the following criteria:
(1) With respect to the calculation required by Arkansas Code § 23-63-514(n)(3)(A)(iv):
(A) The non-United States jurisdiction recognizes the United States state regulatory approach to group supervision and group capital, by providing confirmation by a competent regulatory authority in such jurisdiction, that insurers and insurance groups whose lead state is accredited by the NAIC under the NAIC Accreditation Program shall be subject only to worldwide prudential insurance group supervision, including worldwide group governance, solvency and capital, and reporting, as applicable, by the lead state and will not be subject to group supervision, including worldwide group governance, solvency and capital, and reporting, at the level of the worldwide parent undertaking of the insurance or reinsurance group by the non-United States jurisdiction; or
(B)(i) Where no United States insurance groups operate in the non-United States jurisdiction, that non-United States jurisdiction indicates formally in writing to the lead state with a copy to the International Association of Insurance Supervisors that the group capital calculation is an acceptable international capital standard.
(ii) This will serve as the documentation otherwise required in
subdivision (d)(1)(A) of this section; and
(2)(A) The non-United States jurisdiction provides confirmation by a competent regulatory authority in such jurisdiction that information regarding insurers and their parent, subsidiary, or affiliated entities, if applicable, shall be provided to the lead state commissioner in accordance with a memorandum of understanding or similar document between the commissioner and such jurisdiction including but not limited to the International Association of Insurance Supervisors Multilateral Memorandum of Understanding or other multilateral memoranda of understanding coordinated by the NAIC.
(B) The Insurance Commissioner shall determine, in consultation with the NAIC Committee Process, if the requirements of the information sharing agreement are in force.
(e) A list of non-United States jurisdictions that “recognize and accept” the group capital calculation will be published through the NAIC Committee Process:
(1)(A) A list of jurisdictions that “recognize and accept” the group capital calculation pursuant to Arkansas Code § 23-63-514(n)(3)(A)(iv), is published through the NAIC Committee Process to assist the lead state commissioner in determining which insurers shall file an annual group capital calculation.
(B) The list will clarify those situations in which a jurisdiction is exempted
from filing under Arkansas Code § 23-63-514(n)(3)(A)(iv).
(C) To assist with a determination under Arkansas Code § 23-63
514(n)(3)(B), the list will also identify whether a jurisdiction that is exempted under either Arkansas Code § 23-63-514(n)(3)(A)(iii) or (iv) requires a group capital filing for any United States insurance group’s operations in that non-United States jurisdiction;
(2) For a non-United States jurisdiction where no United States insurance groups operate, the confirmation provided to meet the requirement of subdivision (d)(1)(B) of this section will serve as support for recommendation to be published as a jurisdiction that “recognizes and accepts” the group capital calculation through the NAIC Committee Process;
(3) If the lead state commissioner makes a determination pursuant to Arkansas Code § 23-63-514(n)(3)(A)(iv) that differs from the NAIC list, the lead state commissioner shall provide thoroughly documented justification to the NAIC and other states;
(4) Upon determination by the lead state commissioner that a non-United States jurisdiction no longer meets one (1) or more of the requirements to “recognize and accept” the group capital calculation, the lead state commissioner may provide a recommendation to the NAIC that the non-United States jurisdiction be removed from the list of jurisdictions that “recognize and accept” the group capital calculation.
History
- History: Ark. R. 2026-9 (eff. January 30, 2026) Authorities: Arkansas Code § 23-61-108; Arkansas Code § 23-63-518
23 CAR pt. 9, Appendix A Statement Regarding the Acquisition of Control of or Merger With a Domestic Insurer {#sec-23-car-pt.-9-appendix-a omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR pt. 9, Appendix A}
FORM A STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER
Name of Domestic Insurer BY
Name of Acquiring Person (Applicant) Filed with the Insurance Department of the State of _______________ (State of domicile of insurer being acquired) Dated: __________, (Year) Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning this Statement Should be Addressed:
ITEM 1. METHOD OF ACQUISITION
State the name and address of the domestic insurer to which this application relates and a brief description of how control is to be acquired.
ITEM 2. IDENTITY AND BACKGROUND OF THE APPLICANT
(a) State the name and address of the applicant seeking to acquire control over the insurer.
(b) If the applicant is not an individual, state the nature of its business operations for the past five (5) years or for such lesser period as such person and any predecessors thereof shall have been in existence. Briefly describe the business intended to be done by the applicant and the applicant's subsidiaries.
(c) Furnish a chart or listing clearly presenting the identities and the interrelationships among the applicant and all affiliates of the applicant. No affiliate need be identified if its total assets are equal to less than 1/2 of 1% of the total assets of the ultimate controlling person affiliated with the applicant. Indicate in such chart or listing the percentage of voting securities of each such person which is owned or controlled by the applicant or by any other such person. If control of any person is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing indicate the type of organization (e.g. corporation, trust, partnership) and the state or other jurisdiction of domicile. If court proceedings involving a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the title of the court, nature of proceedings and the date when commenced.
ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH THE APPLICANT
State the following with respect to (1) the applicant if (s)he is an individual or (2) all persons who are directors, executive officers or owners of ten percent (10%) or more of the voting securities of the applicant if the applicant is not an individual:
(a) Name and business address;
(b) Present principal business activity, occupation or employment including position and office held and the name, principal business and address of any corporation or other organization in which such employment is carried on;
(c) Material occupations, positions, offices or employment during the last five (5) years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; if any such occupation, position, office or employment required licensing by or registration with any federal, state or municipal governmental agency, indicate such fact, the current status of such licensing or registration, and an explanation of any surrender, revocation, suspension or disciplinary proceedings in connection therewith.
(d) Whether or not such person has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last ten (10) years and, if so, give the date, nature of conviction, name and location of court, and penalty imposed or other disposition of the case.
ITEM 4. NATURE, SOURCE AND AMOUNT OF CONSIDERATION
(a) Describe the nature, source and amount of funds or other considerations used or to be used in effecting the merger or other acquisition of control. If any part of the same is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding or trading securities, furnish a description of the transaction, the names of the parties thereto, the relationship, if any, between the borrower and the lender, the amounts borrowed or to be borrowed, and copies of all agreements, promissory notes and security arrangements relating thereto.
(b) Explain the criteria used in determining the nature and amount of such consideration.
(c) If the source of the consideration is a loan made in the lender's ordinary course of business and if the applicant wishes the identity of the lender to remain confidential, he must specifically request that the identity be kept confidential.
ITEM 5. FUTURE PLANS OF INSURER
Describe any plans or proposals which the applicant may have to declare an extraordinary dividend, to liquidate such insurer, to sell its assets to or merge it with any person or persons or to make any other material change in its business operations or corporate structure or management.
ITEM 6. VOTING SECURITIES TO BE ACQUIRED
State the number of shares of the insurer's voting securities which the applicant, its affiliates and any person listed in Item 4 plan to acquire, and the terms of the offer, request, invitation, agreement or acquisition, and a statement as to the method by which the fairness of the proposal was determined.
ITEM 7. OWNERSHIP OF VOTING SECURITIES
State the amount of each class of any voting security of the insurer which is beneficially owned or concerning which there is a right to acquire beneficial ownership by the applicant, its affiliates or any person listed in Item 4.
ITEM 8. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING SECURITIES OF THE INSURER
Give a full description of any contracts, arrangements or understandings with respect to any voting security of the insurer in which the applicant, its affiliates or any person listed in Item 4 is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. Such description shall identify the persons with whom such contracts, arrangements or understandings have been entered.
ITEM 9. RECENT PURCHASES OF VOTING SECURITIES
Describe any purchases of any voting securities of the insurer by the applicant, its affiliates or any person listed in Item 4 during the twelve (12) calendar months preceding the filing of this Statement. Include in the description the dates of purchase, the names of the purchasers, and the consideration paid or agreed to be paid therefor. State whether any such shares so purchased are hypothecated.
ITEM 10. RECENT RECOMMENDATIONS TO PURCHASE
Describe any recommendations to purchase any voting security of the insurer made by the applicant, its affiliates or any person listed in Item 4, or by anyone based upon interviews or at the suggestion of the applicant, its affiliates or any person listed in Item 4 during the twelve (12) calendar months preceding the filing of this Statement.
ITEM 11. AGREEMENTS WITH BROKER-DEALERS
Describe the terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of voting securities of the insurer for tender and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto.
ITEM 12. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements, exhibits, and three (3) year financial projections of the insurer(s) shall be attached to this Statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) The financial statements shall include the annual financial statements of the persons identified in Item 3(c) for the preceding five (5) fiscal years (or for such lesser period as such applicant and its affiliates and any predecessors thereof shall have been in existence), and similar information covering the period from the end of such person's last fiscal year, if the information is available. The statements may be prepared on either an individual basis, or, unless the Commissioner otherwise requires, on a consolidated basis if such consolidated statements are prepared in the usual course of business.
The annual financial statements of the applicant shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial position of the applicant and the results of its operations for the year then ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the applicant is an insurer which is actively engaged in the business of insurance, the financial statements need not be certified, provided they are based on the Annual Statement of such person filed with the insurance department of the person's domiciliary state and are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of the state.
(c) File as exhibits copies of all tender offers for, requests or invitations for, tenders of, exchange offers for, and agreements to acquire or exchange any voting securities of the insurer and (if distributed) of additional soliciting material relating thereto, any proposed employment, consultation, advisory or management contracts concerning the insurer, annual reports to the stockholders of the insurer and the applicant for the last two (2) fiscal years, and any additional documents or papers required by Form A or Sections 5 and 7 of this Rule.
ITEM 13. AGREEMENTS FOR ENTERPRISE RISK MANAGEMENT
Applicant agrees to provide, to the best of its knowledge and belief, the information required by Form F within fifteen (15) days after the end of the month in which the acquisition of control occurs.
ITEM 14. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE Pursuant to the requirements of Ark. Code Ann. §§ 23-63-506 – 23-63-513 ______________ has caused this application to be duly signed on its behalf in the City of _________________ and State of _______________ on the _______ day of ___________, (Year)__________.
Name of Applicant (SEAL) BY______________________________ (Name) (Title) Attest:
(Signature of Officer) (Title) CERTIFICATION The undersigned deposes and says that (s)he has duly executed the attached application dated _______________, (Year) _____, for and on behalf of (Name of Applicant) ; that (s)he is the (Title of Officer) of such company and that (s)he is authorized to execute and file the instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Signature) ________________________________
(Type or print name beneath) ________________________________
23 CAR pt. 9, Appendix B Insurance Holding Company System Registration Statement {#sec-23-car-pt.-9-appendix-b omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR pt. 9, Appendix B}
FORM B INSURANCE HOLDING COMPANY SYSTEM REGISTRATION STATEMENT Filed with the Insurance Department of the State of ____________________ By
Name of Registrant On Behalf of Following Insurance Companies Name Address
Date: ____________, (Year)
Name, Title, Address and telephone number of Individuals to whom Notices and Correspondence Concerning This Statement Should be Addressed:
ITEM 1. IDENTITY AND CONTROL OF REGISTRANT
Furnish the exact name of each insurer registering or being registered (hereinafter called "the Registrant"), the home office address and principal executive offices of each; the date on which each Registrant became part of the insurance holding company system; and the method(s) by which control of each Registrant was acquired and is maintained.
ITEM 2. ORGANIZATIONAL CHART
Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons within the insurance holding company system. No affiliate need be shown if its total assets are equal to less than 1/2 of 1% (one percent) of the total assets of the ultimate controlling person within the insurance holding company system. The chart or listing should show the percentage of each class of voting securities of each affiliate which is owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing indicate the type of organization (e.g., - corporation, trust, partnership) and the state or other jurisdiction of domicile.
ITEM 3. THE ULTIMATE CONTROLLING PERSON
As to the ultimate controlling person in the insurance holding company system, furnish the following information: (a) Name; (b) Home office address;
(c) Principal executive office address; (d) The organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.; (e) The principal business of the person; (f) The name and address of any person who holds or owns ten percent (10%) or more of any class of voting security, the class of such security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; and (g) If court proceedings involving a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced.
ITEM 4. BIOGRAPHICAL INFORMATION
If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, furnish the following information for the directors and executive officers of the ultimate controlling person: the individual’s name and address, his or her principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations. If the ultimate controlling person is an individual, furnish the individual's name and address, his or her principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations.
ITEM 5. TRANSACTIONS AND AGREEMENTS
Briefly describe the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the Registrant and its affiliates: (1) loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; (2) purchases, sales or exchanges of assets; (3) transactions not in the ordinary course of business; (4) guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the Registrant's business; (5) all management agreements, service contracts and all cost-sharing arrangements; (6) reinsurance agreements; (7) dividends and other distributions to shareholders; (8) consolidated tax allocation agreements; and (9) any pledge of the Registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system.
No information need be disclosed if such information is not material for purposes of Ark. Code Ann. § 23-63-514(c).
Sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of one percent (0.5%) or less of the Registrant's admitted assets as of the 31st day of December next preceding shall not be deemed material.
The description shall be in a manner as to permit the proper evaluation thereof by the Commissioner, and shall include at least the following: the nature and purpose of the transaction, the nature and amounts of any payments or transfers of assets between the parties, the identity of all parties to such transaction, and relationship of the affiliated parties to the Registrant.
ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS
A brief description of any litigation or administrative proceedings of the following types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors or executive officers was a party or of which the property of any such person is or was the subject; give the names of the parties and the court or agency in which the litigation or proceeding is or was pending:
(a) Criminal prosecutions or administrative proceedings by any government agency or authority which may be relevant to the trustworthiness of any party thereto; and
(b) Proceedings which may have a material effect upon the solvency or capital structure of the ultimate holding company including, but not necessarily limited to, bankruptcy, receivership or other corporate reorganizations.
ITEM 7. STATEMENT REGARDING PLAN OR SERIES OF TRANSACTIONS
The insurer shall furnish a statement that transactions entered into since the filing of the prior registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur.
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements and exhibits should be attached to this Statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) The financial statements shall include the annual financial statements of the ultimate controlling person in the insurance holding company system as of the end of the person's latest fiscal year.
If at the time of the initial registration, the annual financial statements for the latest fiscal year are not available, annual statements for the previous fiscal year may be filed and similar financial information shall be filed for any subsequent period to the extent such information is available. Such financial statements may be prepared on either an individual basis, or unless the Commissioner otherwise requires, on a consolidated basis if such consolidated statements are prepared in the usual course of business.
Unless the Commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that the statements present fairly the financial position of the ultimate controlling person and the results of its operations for the year then
ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the ultimate controlling person is an insurer which is actively engaged in the business of insurance, the annual financial statements need not be certified, provided they are based on the Annual Statement of such insurer filed with the insurance department of the insurer's domiciliary state and are in accordance with requirements of the insurance or other accounting principles prescribed or permitted under the law and regulations of that state.
(c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person; and any additional documents or papers required by Form B or Sections 5 and 7 of this Rule.
ITEM 9. FORM C REQUIRED
A Form C, Summary of Registration Statement, must be prepared and filed with this Form B.
ITEM 10. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Ark. Code Ann. § 23-63-514, ______________ the Registrant has caused this registration statement to be duly signed on its behalf in the City of _________________ and State of _______________ on the _______ day of ___________, (Year)__________.
Name of Registrant (SEAL) BY________________________________ (Name) (Title) Attest:
(Signature of Officer) (Title)
CERTIFICATION The undersigned deposes and says that (s)he has duly executed the attached registration statement dated _____________, (Year)___, for and on behalf of (Name of Registrant) ; that (s)he is the (Title of Officer) of such company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Signature) ________________________________
(Type or print name beneath) ________________________________
23 CAR pt. 9, Appendix C Summary of Registration Statement {#sec-23-car-pt.-9-appendix-c omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR pt. 9, Appendix C}
FORM C
SUMMARY OF REGISTRATION STATEMENT
Filed with the Insurance Department of the State of _______________
By
Name of Registrant
On Behalf of the Following Insurance Companies
Name Address
Date: ________________________, (Year) ____________
Name, Title, Address and telephone number of Individuals to whom Notices and Correspondence Concerning This Statement Should be Addressed:
Furnish a brief description of all items in the current registration statement which represent changes from the prior registration statement. The description shall be in a manner so as to permit the proper evaluation thereof by the Commissioner, and shall include specific references to Item numbers in the registration statement and to the terms contained therein.
Changes occurring under Item 2 of Form B insofar as changes in the percentage of each class of voting securities held by each affiliate is concerned, need only be included where such changes are ones which result in ownership or holdings of 10 percent or more of voting securities, loss or transfer of control, or acquisition or loss of partnership interest.
Changes occurring under Item 4 of Form B need only be included where: an individual is, for the first time, made a director or executive officer of the ultimate controlling person; a director or executive officer terminates his or her responsibilities with the ultimate controlling person; or in the event an individual is named president of the ultimate controlling person.
If a transaction disclosed on the prior registration statement has been changed, the nature of such change shall be included. If a transaction disclosed on the prior registration statement has been
effectuated, furnish the mode of completion and any flow of funds between affiliates resulting from the transaction.
The insurer shall furnish a statement that transactions entered into since the filing of the prior registration statement are not part of a plan or series of like transactions whose purpose it is to avoid statutory threshold amounts and the review that might otherwise occur.
SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Ark. Code Ann. § 23-63-514, ______________ the Registrant has caused this summary of registration statement to be duly signed on its behalf in the City of _________________ and State of _______________ on the _______ day of ___________, (Year)__________.
Name of Registrant (SEAL) BY________________________________ (Name) (Title)
Attest:
(Signature of Officer) (Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached summary of registration statement dated _____________, (Year)_____, for and on behalf of ____________________ (Name of Registrant); that (s)he is the ______________________ (Title of Officer) of such company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Signature) ________________________________
(Type or print name beneath) ________________________________
23 CAR pt. 9, Appendix D Prior Notice of a Transaction {#sec-23-car-pt.-9-appendix-d omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR pt. 9, Appendix D}
FORM D
PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Department of the State of _______________
By
Name of Registrant
On Behalf of the Following Insurance Companies
Name Address
Date: ____________, (Year) Name, Title, Address and telephone number of Individuals to whom Notice and Correspondence concerning This Statement Should be Addressed:
ITEM 1. IDENTITY OF PARTIES TO TRANSACTION
Furnish the following information for each of the parties to the transaction:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure, i.e. corporation, partnership, individual, trust, etc.;
(e) A description of the nature of the parties' business operations;
(f) Relationship, if any, of other parties to the transaction to the insurer filing the notice, including any ownership or debtor/creditor interest by any other parties to the transaction in the insurer seeking approval, or by the insurer filing the notice in the affiliated parties; and
(g) Where the transaction is with a non-affiliate, the name(s) of the affiliate(s) which will receive, in whole or in substantial part, the proceeds of the transaction.
ITEM 2. DESCRIPTION OF THE TRANSACTION
Furnish the following information for each transaction for which notice is being given:
(a) A statement as to whether notice is being given under Ark. Code Ann. § 23-63-515(a)(2)(A), (B), (C), (D) or (E).
(b) A statement of the nature of the transaction.
(c) A statement of how the transaction meets the “fair and reasonable” standard of Ark. Code Ann. § 23-63-515(a)(1)(A).
(d) The proposed effective date of the transaction.
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF CREDIT, GUARANTEES OR INVESTMENTS
Furnish a brief description of the amount and source of funds, securities, property or other consideration for the sale, purchase, exchange, loan, extension of credit, guarantee, or investment, whether any provision exists for purchase by the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice, a description of the terms of any securities being received, if any, and a description of any other agreements relating to the transaction such as contracts or agreements for services, consulting agreements and the like. If the transaction involves other than cash, furnish a description of the consideration, its cost and its fair market value, together with an explanation of the basis for evaluation.
If the transaction involves a loan, extension of credit or a guarantee, furnish a description of the maximum amount which the insurer will be obligated to make available under such loan, extension of credit or guarantee, the date on which the credit or guarantee will terminate, and any provisions for the accrual of or deferral of interest.
If the transaction involves an investment, guarantee or other arrangement, state the time period during which the investment, guarantee or other arrangement will remain in effect, together with any provisions for extensions or renewals of such investments, guarantees or arrangements. Furnish a brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given if the maximum amount which can at any time be outstanding or for which the insurer can be legally obligated under the loan, extension of credit or guarantee is less than (a) in the case of non-life insurers, the lesser of three percent (3%) of the insurer's admitted assets or twenty-five percent (25%) of surplus as regards policyholders or, (b) in the case of life insurers, three percent (3%) of the insurer's admitted assets, each as of the 31st day of December next preceding.
ITEM 4. LOANS OR EXTENSIONS OF CREDIT TO A NON-AFFILIATE
If the transaction involves a loan or extension of credit to any person who is not an affiliate, furnish a brief description of the agreement or understanding whereby the proceeds of the proposed transaction, in whole or in substantial part, are to be used to make loans or extensions of credit to, to purchase the assets of, or to make investments in, any affiliate of the insurer making such loans or extensions of credit, and specify in what manner the proceeds are to be used to loan to, extend credit to, purchase assets of or make investments in any affiliate. Describe the amount and source of funds, securities, property or other consideration for the loan or extension of credit and, if the transaction is one involving consideration other than cash, a description of its cost and its fair market value together with an explanation of the basis for evaluation. Furnish a brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given if the loan or extension of credit is one which equals less than, in the case of non-life insurers, the lesser of three percent (3%) of the insurer's admitted assets or twenty-five percent (25%) of surplus as regards policyholders or, with respect to life insurers, three percent (3%) of the insurer's admitted assets, each as of the 31st day of December next preceding.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or modification thereto, as described by Ark. Code Ann. § 23-63-515(a)(2)(C), furnish a description of the known and/or estimated amount of liability to be ceded and/or assumed in each calendar year, the period of time during which the agreement will be in effect, and a statement whether an agreement or understanding exists between the insurer and non-affiliate to the effect that any portion of the assets constituting the consideration for the agreement will be transferred to one or more of the insurer's affiliates. Furnish a brief description of the consideration involved in the transaction, and a brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given for reinsurance agreements or modifications thereto if the reinsurance premium or a change in the insurer's liabilities, or the projected reinsurance premium or change in the insurer’s liabilities in any of the next three (3) years, in connection with the reinsurance agreement or modification thereto is less than five percent (5%) of the insurer's surplus as regards policyholders, as of the 31st day of December next preceding.
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND COST- SHARING ARRANGEMENTS
For management and service agreements, furnish:
(a) A brief description of the managerial responsibilities, or services to be performed; and
(b) A brief description of the agreement, including a statement of its duration, together with brief descriptions of the basis for compensation and the terms under which payment or compensation is to be made.
For cost-sharing arrangements, furnish:
(a) A brief description of the purpose of the agreement;
(b) A description of the period of time during which the agreement is to be in effect;
(c) A brief description of each party's expenses or costs covered by the agreement;
(d) A brief description of the accounting basis to be used in calculating each party's costs under the agreement;
(e) A brief statement as to the effect of the transaction upon the insurer’s policyholder surplus;
(f) A statement regarding the cost allocation methods that specifies whether proposed charges are based on “cost or market.” If market based, rationale for using market instead of cost, including justification for the company’s determination that amounts are fair and reasonable; and
(g) A statement regarding compliance with the NAIC Accounting Practices and Procedure Manual regarding expense allocation.
ITEM 7. SIGNATURE AND CERTIFICATION
Signature and certification required as follows: SIGNATURE Pursuant to the requirements of Ark. Code Ann. § 23-63-515 ______________ has caused this notice to be duly signed on its behalf in the City of _________________ and State of _______________ on the _______ day of ___________, (Year)__________.
Name of Applicant (SEAL) BY________________________________ (Name) (Title)
Attest:
(Signature of Officer) (Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached statement dated , (Year)_____, for and on behalf of ____________________ (Name of Applicant); that (s)he is the_________ (Title of Officer) of such company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Signature) ________________________________
(Type or print name beneath) ________________________________
23 CAR pt. 9, Appendix E Pre-Acquisition Notification 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 {#sec-23-car-pt.-9-appendix-e omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR pt. 9, Appendix E}
FORM E PRE-ACQUISITION NOTIFICATION 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
Name of Applicant
Name of Other Person Involved In Merger or Acquisition Filed with the Insurance Department of the State of _______________ Dated: __________, (Year) Name, Title, Address and Telephone Number of Person Completing This Statement:
ITEM 1. NAME AND ADDRESS
State the names and addresses of the persons who hereby provide notice of their involvement in a pending acquisition or change in corporate control.
ITEM 2. NAMES AND ADDRESSES OF AFFILIATED COMPANIES
State the names and addresses of the persons affiliated with those listed in Item 1. Describe their affiliations.
ITEM 3. NATURE AND PURPOSE OF THE PROPOSED MERGER OR ACQUISITION
State the nature and purpose of the proposed merger or acquisition.
ITEM 4. NATURE OF BUSINESS
State the nature of the business performed by each of the persons identified in response to Item 1 and Item 2.
ITEM 5. MARKET AND MARKET SHARE
State specifically what market and market share in each relevant insurance market the persons identified in Item 1 and Item 2 currently enjoy in this state. Provide historical market and market share data for each person identified in Item 1 and Item 2 for the past five (5) years and identify the source of
such data. Provide a determination as to whether the proposed acquisition or merger, if consummated, would violate the competitive standards of the state as stated in Ark. Code Ann. § 23-63-528. If the proposed acquisition or merger would violate competitive standards, provide justification of why the acquisition or merger would not substantially lessen competition or create a monopoly in the state.
For purposes of this notice "market" means direct written insurance premium in this state for a line of business as contained in the annual statement required to be filed by insurers licensed to do business in this state. Under Ark. Code Ann. § 23-63-525(1) "acquisition" is defined to include acquisition of assets, bulk reinsurance and mergers, as well as a change in control.
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached pre-acquisition notification dated , (Year) , for and on behalf of ____________________ (Name of Applicant); that (s)he is the (Title of Officer) of such company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Signature) __________________________________
(Type or print name above)__________________________________
23 CAR pt. 9, Appendix F Enterprise Risk Report {#sec-23-car-pt.-9-appendix-f omnilex-key=us-ar-regs-official--title-23-part-9--23 CAR pt. 9, Appendix F}
FORM F
ENTERPRISE RISK REPORT
Filed with the Insurance Department of the State of______________________
By
Name of Registrant/Applicant
On Behalf of/Related to Following Insurance Companies
Name Address
Date:___________, 20_
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
ITEM 1. ENTERPRISE RISK
The Registrant/Applicant, to the best of its knowledge and belief, shall provide information regarding the following areas that could produce enterprise risk as defined in Ark. Code Ann. § 23-63-503(9), provided such information is not disclosed in the Insurance Holding Company System Annual Registration Statement filed on behalf of itself or another insurer for which it is the ultimate controlling person:
(a) Any material developments regarding strategy, internal audit findings, compliance or risk management affecting the insurance holding company system;
(b) Acquisition or disposal of insurance entities and reallocating of existing financial or insurance entities within the insurance holding company system;
(c) Any changes of shareholders of the insurance holding company system exceeding ten percent (10%) or more of voting securities;
(d) Developments in various investigations, regulatory activities or litigation that may have a significant bearing or impact on the insurance holding company system;
(e) Business plan of the insurance holding company system and summarized strategies for next twelve (12) months;
(f) Identification of material concerns of the insurance holding company system raised by supervisory college, if any, in last year;
(g) Identification of insurance holding company system capital resources and material distribution patterns;
(h) Identification of any negative movement, or discussions with rating agencies which may have caused, or may cause, potential negative movement in the credit ratings and individual insurer financial strength ratings assessment of the insurance holding company system (including both the rating score and outlook);
(i) Information on corporate or parental guarantees throughout the holding company and the expected source of liquidity should such guarantees be called upon; and
(j) Identification of any material activity or development of the insurance holding company system that, in the opinion of senior management, could adversely affect the insurance holding company system.
The Registrant/Applicant may attach the appropriate form most recently filed with the U.S. Securities and Exchange Commission, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the form provides responsive information. If the Registrant/Applicant is not domiciled in the U.S., it may attach its most recent public audited financial statement filed in its country of domicile, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the financial statement provides responsive information.
ITEM 2: OBLIGATION TO REPORT
If the Registrant/Applicant has not disclosed any information pursuant to Item 1, the Registrant/Applicant shall include a statement affirming that, to the best of its knowledge and belief, it has not identified enterprise risk subject to disclosure pursuant to Item 1.
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached pre-acquisition notification dated , (Year) , for and on behalf of ____________________ (Name of Applicant); that (s)he is the (Title of Officer) of such company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Signature) __________________________________
(Type or print name above)__________________________________
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