Application for Change in Domestic Company Status

​​Last Updated: August 26, 2020​

Change in Domestic Company Status
(asset purchase agreement, control, conversion, merger, mutual holding company, redomestication)

 

The information on this page provides guidance on the required filing information for the following changes in company status for Wisconsin domestic insurers:

  • Asset Purchase Agreement
  • Change in Control
  • Conversion
  • Merger (Domestic)
  • Mutual Holding Company
  • Redomestication

To view any of the listed statutes, see the Wisconsin Revisor of Statutes website.

The Office of the Commissioner of Insurance (OCI) is now accepting electronic applications for company licensure. Prior to starting the electronic filing, the applicant should gather all of the required documents and materials in an electronic format. NOTE: Once started, the filing cannot be saved or returned to later; therefore, the applicant must have all information available for a complete filing.


INTRODUCTION

These instructions summarize the procedures for making changes to a Wisconsin company licensed under chs. 185, 193, 611, 613, and 614, Wis. Stat.


FILING

Chapters 185, 193, 611, 613, and 614, Wis. Stat., describes the information which must be filed with OCI for a change in a company's status. All provisions of these chapters should be reviewed carefully for reference to other sections and chapters of the Wisconsin Statutes, including management of the corporation and other provisions relevant to contractual arrangements with the corporation. Information on how to obtain the Wisconsin insurance laws and regulations is included at Wisconsin Insurance Laws and Regulations.

In addition to the items included as attachments to these instructions, the application should include a letter of transmittal with an index using the numerical identification system shown below. All materials marked as “Required" must be submitted with the application.

Questions about application procedures and licensing requirements should be addressed to:

Company Licensing Specialist
ocicompanylicensing@wisconsin.gov


FILING MATERIALS

The following documents, materials, and information and material must be completed and submitted with the application:

  1. Transmittal Letter (Required) - In the letter of transmittal accompanying the application, include a list of the materials being submitted, as well as information which is not filed, and the reason for its omission. Number all materials and data filed to correspond with these instructions.

  2. Designation of Registered Agent (Required) - The Designation of Registered Agent form.
    Designation of Registered Agent for Service of Process
    Fill and Print Version

  3. Proposed Directors and Officer Biographicals (Required) - The names, and for the preceding ten years, all addresses and all occupations of all incorporators and proposed directors and officers. Submit completed Biographical Form A for each incorporator, proposed director, and officer.

  4. Corporate Incorporation Articles and Bylaws, and Director and Officer Biographicals (Required) - For all corporate incorporators, their articles and bylaws, a list of the names, addresses and occupations of all directors and principal officers and, for the 3 most recent years, their annual financial statements and reports.  Submit completed Biographical Form A for each director and principal officer of all corporate incorporators.

  5. Proposed Articles and Bylaws (Required) - The proposed Articles and Bylaws which shall be signed and acknowledged by or on behalf of each incorporator, and the proposed bylaws.

  6. Agreements with Incorporator or Proposed Director or Officer - All agreements relating to the corporation to which any incorporator or proposed director or officer is a party.

  7. Amount and Source of Funding (Required) - The amount and source of the funds available for organization expenses and capitalization of the insurer the proposed arrangements for reimbursement and compensation of incorporators or other persons.

  8. Proposed Compensation of Directors and Officers (Required) - The proposed compensation of directors and officers.

  9. Plan for Solicitation (Required) - The plan for solicitation of applications for qualifying insurance policies and for the corporation's securities.

  10. Non-Policy Forms - The forms to be used for stock subscriptions, certificates for shares, applications for qualifying insurance policies, subscriptions for mutual bonds and contribution notes, and the forms for bonds and notes.

  11. Proposed Capital and Initial Surplus (Required) - The proposed capital, or the proposed minimum permanent surplus and the proposed initial surplus.

  12. Business Plan (Required - Non-HMO and Non-LSHO) - The plan for conducting the insurance business including:

    1. The geographical area in which business is intended to be done in the first five years
    2. The types of insurance intended to be written in the first five years
    3. The proposed marketing methods
    4. A summary of the applicant's reinsurance program on business ceded, with retentions, maximum risks, types of contracts such as pro rata, excess of loss, and any other information that may be material to this part of the applicant's operation
    5. A summary of the applicant's reinsurance assumed program with retentions, maximum risks, types of business, types of contracts to be issued, and other factors which may be material to this part of the applicant's operations
    6. Brief summary of the applicant's investment policy
    7. To the extent requested by the commissioner, the proposed method for the establishment of premium rates

  13. Business Plan (Required - HMO) - The plan for conducting the insurance business including:

    1. The geographical area in which business is intended to be done in the first five years by county including a chart showing the number of primary and specialty care providers with locations and service areas by county, the method of handling emergency care, with locations of emergency care facilities, and the method of handling claims for out-of-are services
    2. The types of insurance intended to be written in the first five year
    3. The proposed marketing method
    4. A summary of the applicant's reinsurance program on business ceded, with retentions, maximum risks, types of contracts such as pro rata, excess of loss, and any other information that may be material to this part of the applicant's operation
    5. A summary of the applicant's reinsurance assumed program with retentions, maximum risks, types of business, types of contracts to be issued, and other factors which may be material to this part of the applicant's operation
    6. Brief summary of the applicant's investment policy
    7. To the extent requested by the commissioner, the proposed method for the establishment of premium rates
    8. The type of organization, including whether the HMO is to be a staff model, group model, individual practice association, or a variation of these types.
    9. A summary of feasibility studies or marketing surveys which support the financial and enrollment projections for the plan. These should include the potential number of enrollees for the first five years, the underwriting standards to be applied, and the method of marketing the organization
    10. A draft of provider agreements with sufficient detail to determine the extent of risk assumed by the provider, the method of reimbursing both primary and specialty providers, including any hold-harmless provisions; the terms for modifying or cancelling the agreement; and any method of sharing profits or recovering operating losses through assessing providers or adjusting the capitation for fee-for-service rates. Any contractual arrangements intended to cover liabilities or provide health care services must be filed with the commissioner in final form with signatures of the parties to the agreement before the initial Certificate of Authority will be issued. In cases where identical contracts are used for several providers, the names of those who have signed the contract is sufficient.
    11. A summary of how administrative services will be provided, including the size and qualifications of the administrative staff and the projected cost of administration in relation to premium income. If management authority for a major corporate function is delegated to a person outside an organization, the business plan shall include a copy of the contract. The contract shall include the services to be provided, the standards of performance for the manager, the method of payment including any provisions for the administrator to participate in the profit or loss of the plan, the duration of the contract, and any provisions for modifying, terminating, or renewing the contract. Contracts for delegated management authority shall be filed with the commissioner under s. 611.67, Wis. Stat. The commissioner may disapprove a contract only if the commissioner makes one of the findings specified in s. 618.22, Wis. Stat.
    12. A summary of benefits to be offered enrollees including any limitations and exclusions and the renewability of all contracts to be written, and rates and classes of subscribers.
    13. A summary of the quality assurance standards required by s. 609.32, Wis. Stat., that are adequate to identify, evaluate and remedy problems related to access to, and continuity and quality of, care. The standards shall address at least all the following:
      1. An ongoing, written internal quality assurance program
      2. Specific written guidelines for quality of care studies and monitoring
      3. Performance and clinical outcomes-based criteria
      4. A procedure for remedial action to address quality problems, including written prodedures for taking appropriate corrective action
      5. A plan for gathering and assessing date
      6. A peer review process
      7. Processes for credentialing and recredentialing participating providers

  14. Business Plan (Required - LSHO) - The plan for conducting the insurance business including:

    1. The geographical area in which business is intended to be done in the first five years by county. Include a chart showing the number of primary and specialty care providers with locations and service areas by county, the method of handling emergency care, with locations of emergency care facilities, and the method of handling claims for out-of-area services
    2. The types of insurance intended to be written in the first five years
    3. The proposed marketing methods
    4. A summary of the applicant's reinsurance program on business ceded, with retentions, maximum risks, types of contracts such as pro rata, excess of loss, and any other information that may be material to this part of the applicant's operation
    5. A summary of the applicant's reinsurance assumed program with retentions, maximum risks, types of business, types of contracts to be issued, and other factors which may be material to this part of the applicant's operations
    6. Brief summary of the applicant's investment policy
    7. To the extent requested by the commissioner, the proposed method for the establishment of premium rates
    8. The type of organization, including whether the LSHO is to be a staff model, group model, individual practice association, or a variation of these types.
    9. A summary of feasibility studies or marketing surveys which support the financial and enrollment projections for the plan. These should include the potential number of enrollees for the first five years, the underwriting standards to be applied, and the method of marketing the organization
    10. A draft of provider agreements with sufficient detail to determine the extent of risk assumed by the provider, the method of reimbursing both primary and specialty providers, including any hold-harmless provisions; the terms for modifying or cancelling the agreement; and any method of sharing profits or recovering operating losses through assessing providers or adjusting the capitation for fee-for-service rates. Any contractual arrangements intended to cover liabilities or provide health care services must be filed with the commissioner in final form with signatures of the parties to the agreement before the initial Certificate of Authority will be issued. In cases where identical contracts are used for several providers, the names of those who have signed the contract is sufficient.
    11. A summary of how administrative services will be provided, including the size and qualifications of the administrative staff and the projected cost of administration in relation to premium income. If management authority for a major corporate function is delegated to a person outside an organization, the business plan shall include a copy of the contract. The contract shall include the services to be provided, the standards of performance for the manager, the method of payment including any provisions for the administrator to participate in the profit or loss of the plan, the duration of the contract, and any provisions for modifying, terminating, or renewing the contract. Contracts for delegated management authority shall be filed with the Commissioner under s. 611.67, Wis. Stat. The commissioner may disapprove a contract only if the commissioner makes one of the findings specified in s. 618.22, Wis. Stat.
    12. A summary of benefits to be offered enrollees including any limitations and exclusions and the renewability of all contracts to be written, and rates and classes of subscribers.

  15. Affiliated Organizations - If part of a Holding Company System:

    1. Copies of all management, exclusive agency, administrative services, or other operating contracts with affiliates or sponsors.
    2. A copy of the latest prospectus of any affiliate required to file under the Federal Securities Act.
    3. A copy of the organization chart showing the relationship and percentage of ownership among affiliated companies and a brief description of the principal business of affiliates within the organization.
    4. Financial statements of any controlling affiliates or sponsors, including a balance sheet as of the end of each fiscal year, an operating statement for each year for the most recent three years.

  16. Financial Forecast (Required) - A projection of the anticipated operating results of the corporation at the end of each of the first 5 years of operation, based on reasonable assumptions of loss experience, premiums and other income, operating expense and acquisition costs, including any assumptions used in preparing financial projections and a summary of feasibility studies or marketing surveys which support the financial projections.

    The projections should include proforma balance sheet, statement of revenues and expenses, cash flow, projected risk-based capital, and compulsory and security surplus.  Use the following link to calculate compulsory and security surplus: Compulsory and Security Surplus Calculation
         
  17. Statement of Fraternal Activities (Required - Fraternal Only) - The filing shall include, in addition to hose things required above, a statement of the plan for fraternal activities and for the formation of a representative government under s. 614.42, Wis. Stat.

For those items that are designated as required, there must be a document submitted. If no document is submitted, the filing will fail.


 APPLICATION FORM

When filing the application electronically, the following will need to be provided on the electronic form, in addition to the above items:

  • Application Information
    1. Filing Type: Select the type of filing that is being made (i.e. Change in Control, Conversion, Merger, Mutual Holding Company, New Company, Redomestication).
    2. Application Type: This is applicable to only the "New Company" type filing. Select what type of application is being applied for.
    3. Lines of Business: This is applicable to only the "New Company" type filing. Select which lines of business are being applied for.
    4. Company Details: This includes various information about the company: name, incorporation information, mailing address, statutory home address, etc.

  • Application Contacts: primary (for questions about the application) and secondary contacts

When all information is gathered, use the following link to submit your application:

​ Proceed to Application