Last Updated: August 26, 2020
Application for Certificate of Incorporation and Certificate of Authority
Domestic, For Profit, Limited Service Health Organization
Licensed Under Chapter 611, Wis. Stat.
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.
All applicants seeking to do insurance business in Wisconsin must first obtain a Certificate of Incorporation and a Certificate of Authority from OCI.
All applicants must follow the procedures for incorporating and licensing a domestic, for profit, limited services health organization (LSHO) insurer in Wisconsin under ch. 611, Wis. Stat. Chapter 609, Wis. Stat., as created by 1985 Wisconsin Act 29, Wis. Stat., defines an LSHO as “a health care plan offered by an organization established under chs. 185, 611, 613, Wis. Stat., or issued a Certificate of Authority under ch. 618, Wis. Stat., that makes available to its enrolled participants in consideration for predetermined periodic fixed payments, a limited range of health care services performed by providers selected by the organization." An LSHO organized under ch. 611, Wis. Stat., is the appropriate vehicle for providers such as dentists, optometrists, mental health providers, nurses or chiropractors, who wish to operate a for profit, prepaid health care plan which operates with selected providers. Providers who wish to form a nonprofit plan which is not limited to selected providers may do so under ch. 611, Wis. Stat., without forming an LSHO.
Chapter 611.13, Wis. Stat., describes the information which must be filed with OCI to obtain a Certificate of Incorporation and a Certificate of Authority for a domestic insurance corporation. All other provisions of ch. 611, Wis. Stat., 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.
After review of all the materials filed with the application, and a determination that the applicant is eligible for incorporation, a Certificate of Incorporation will be issued by OCI. Written instructions will accompany the Certificate of Incorporation outlining any additional information necessary before a Certificate of Authority will be issued.
A statutory fee of $400.00 must be remitted after filing the electronic application to defray the costs of examining the filing. There is also an initial Certificate of Authority fee of $400.00. The applicant will be billed for this when the Certificate of Authority is issued. Checks should be made out to the Office of the Commissioner of Insurance.
NAIC Company Code Application and return to the NAIC as directed.
Questions about application procedures and licensing requirements should be addressed to:
Company Licensing Specialist
The following documents, materials, and information must be completed and submitted with the application for incorporation and/or license:
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 its omission. Number all material and data filed to correspond with these instructions.
Designation of Registered Agent (Required) - The Designation of Registered Agent form.
Designation of Registered Agent for Service of Process
Fill and Print Version
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.
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 three most recent years, their annual financial statements and reports. Submit completed
Biographical Form A for each director and principal officer of all corporate incorporators.
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.
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.
Amount and Source of Funding (Required) - The amount and source of the funds available for organization expenses and capitalization of the insurer and the proposed arrangements for reimbursement and compensation of incorporators or other persons.
Proposed Compensation of Directors and Officer (Required) - The proposed compensation of directors and officers.
Plan for Solicitation (Required) - The plan for solicitation of applications for qualifying insurance policies and for the corporation's securities.
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.
Proposed Capital and Initial Surplus (Required) - The proposed capital, or the proposed minimum permanent surplus and the proposed initial surplus.
Business Plan (Required - The plan for conducting the insurance business including:
- 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
- The types of insurance intended to be written in the first five years
- The proposed marketing methods
- 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
- 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
- Brief summary of the applicant's investment policy
- To the extent requested by the commissioner, the proposed method for the establishment of premium rates
- 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.
- 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
- 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.
- 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.
- 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
Affiliated Organization - If part of a Holding Company System:
- Copies of all management, exclusive agency, administrative services, or other operating contracts with affiliates or sponsors.
- A copy of the latest prospectus of any affiliate required to file under the Federal Securities Act.
- 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.
- Financial statements of any controlling affiliates or sponsors, including a balance sheet as of the end of each fiscal year, and an operating statement for each year for the most recent three years.
Financial Forecast (Required) - A projection of the anticipated operating results of the corporation at the end of each of the first five years of operation, based on reasonable assumptions of enrollment, loss experience, premiums and other income, administrative costs, 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 a projected break-even in terms of income compared to disbursements and enrollment and the method for funding accumulated losses until break-even is reached.
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
For those items that are designated as required, there must be a document submitted. If no document is submitted, the filing will fail.
APPROVAL OF POLICY FORMS
Insurers may not solicit business or market a plan unless their policy forms have been approved by the Division of Market Regulation and Enforcement of OCI.
The forms filing procedure is described in the
Information for Newly Licensed Limited Service Health Organizations section, along with information on marketing, soliciting, advertising, underwriting, and grievance procedures.
Questions about policy forms, premium rate filings, and marketing practices should be addressed to:
Division of Market Regulation and Enforcement
Rates and Forms
LICENSING OF AGENTS
Anyone who markets for the insurer must be licensed as an agent and appointed with OCI as a representative for the company.
Questions about licensing agents should be addressed to:
Agent Licensing Section
Division of Market Regulation and Enforcement
INITIAL CAPITAL AND SURPLUS REQUIREMENTS
Section Ins 9.04, Wis. Adm. Code
Minimum Capital and Permanent Surplus - The minimum initial surplus requirement shall be at least $75,000. The commissioner may accept a letter of credit or deposit with the state treasurer in satisfaction of this standard if the commissioner is satisfied that the LSHO transfers all insurance risk to providers through provider agreements. The commissioner may set a higher permanent surplus requirement on finding that the proposed organization's financial stability requires it.
Initial Deposit or Letter of Credit - Each LSHO is required to maintain at all times, either a $75,000 letter of credit with the commissioner or a deposit with the state treasurer of at least $75,000. The commissioner may accept this letter of credit or deposit in satisfaction of the initial permanent surplus requirement when the commissioner is satisfied that the LSHO transfers all insurance risk to providers through provider contracts. Letters of credit must be clean, irrevocable, and automatically renewable on an annual basis for a term of three years unless notice is given to the commissioner at least 60 days prior to a renewal date. The letter of credit shall be payable to the commissioner when liquidation or rehabilitation proceedings have been initiated.
Compulsory Surplus - Compulsory surplus is an ongoing financial standard. It is the amount of surplus (net worth) an LSHO is required to maintain at all times. Compulsory surplus is the greater of $75,000 or 3% of premiums earned in the previous twelve months. An LSHO with an initial capital of $75,000 will satisfy the requirement provided it maintains this $75,000 of surplus and its premium volume in the previous twelve months does not exceed $2,500,000 and it transfers all insurance risk to providers through provider agreements.
Security Surplus - Security Surplus is a financial standard which should be met to provide an ample margin of safety and to assure a sound operation. It should be between 110% and 140% of compulsory depending on the amount of premium.
To meet the security surplus requirements the security surplus of an LSHO shall be the compulsory surplus plus 40% for insurers with premiums of $10 million or less. For insurers with more than $10 million in premiums, the security surplus is reduced by 1% for each additional $33 million of premiums. However, in no case will security surplus be less than 10% of compulsory surplus.
Security surplus is a tool used by OCI to monitor the solvency of insurers.
Operating Funds - The LSHO shall make arrangements satisfactory to the commissioner to provide sufficient funds to finance any operating deficits in the business and to prevent impairment of the organization's permanent and compulsory surplus. In determining the acceptability of these arrangements, the commissioner will take into account reasonable projections of enrollment, claims and administrative costs, financial guarantees, financial conditions of guarantors, and other relevant information.
Financial Guarantees - Financial guarantee information should include a summary of all financial guarantees by providers, sponsors, controlling affiliates, or parents, or any other guarantee which is intended to ensure the financial success of the plan. Such guarantees include, but are not limited to, hold-harmless agreements by providers, solvency insurance, reinsurance or other guarantees.
When filing the application electronically, the following will need to be provided on the electronic form, in addition to the above items:
- Application Information
- Filing Type: Select the type of filing that is being made (i.e. Change in Control, Conversion, Merger, Mutual Holding Company, New Company, Redomestication).
- Application Type: This is applicable to only the "New Company" type filing. Select what type of application is being applied for.
- Lines of Business: This is applicable to only the "New Company" type filing. Select which lines of business are being applied for.
- 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
DESIGNATION OF REGISTERED AGENT FOR SERVICE OF PROCESS
A Designation of Registered Agent for Service of Process (OCI 12-014) form is available to be downloaded below.
Designation of Registered Agent for Service of Process
Fill and Print Version
Wisconsin Insurance Laws and Regulations
NAIC COMPANY CODE APPLICATION (FOR NEW INCORPORATIONS)
A link to the NAIC Company Code Application form is provided below for your convenience.
NAIC Company Code Application
INFORMATION FOR NEWLY LICENSED LIMITED SERVICE HEALTH ORGANIZATIONS
Note: The following address is a link to the administrative code:
The following information applies to insurers operating as limited service health organizations and addresses frequently noted problems. Insurers are encouraged to review chs. 600 to 646, Wis. Stat., and the Wisconsin Administrative Code, chs. Ins 1-57, before drafting policy forms or developing marketing campaigns in Wisconsin. Chapter 609, Wis. Stat., and chapter Ins 9, subch. III, Wis. Adm. Code, contain specific requirements for limited service health organizations. Filed policy forms are available electronically on the OCI website at
oci.wi.gov/Pages/Companies/PolicyFormsRateFilingSearch.aspx. Insurers may find it helpful to review approved forms before drafting their own documents.
MARKETING, SOLICITATION, AND ADVERTISING
- Newly licensed LSHOs should be aware that there are strict requirements regarding advertising and marketing practices in Wisconsin. See s. Ins 3.27, Wis. Adm. Code.
- LSHOs may not advertise specific benefits or rates or accept applications until policy forms (and rates, when applicable) are filed with OCI. Advertisement is broadly defined in s. Ins 3.27 (5), Wis. Adm. Code. If you are contemplating marketing activities prior to approval of your forms (and rates, when applicable), you may wish to contact the Bureau of Market Regulation at
firstname.lastname@example.org for further information.
- In most cases, LSHOs must use licensed insurance agents to market policies. See s. 628.02, Wis. Stat., for the definition of who is considered an agent.
FORMS FILING PROCEDURES
- Forms must be filed under s. 631.20, Wis. Stat., and s. Ins 6.05, Wis. Adm. Code. The rule outlines the filing procedure.
- All individual policy forms and group certificate forms must be in simplified language. A Certificate of compliance and readability is required by s. Ins 6.07, Wis. Adm. Code.
- Form and rate filings should be filed electronically using the System for Electronic Rate & Form Filings (SERFF). Information about the SERFF system and login for SERFF users is available at
- For group policy forms submit the following (specific filing rules and instructions are available in SERFF):
- Master policy
- Policyholder application
- Certificate holder enrollment form
- For individual policy forms submit the following (specific filing rules and instructions are available in SERFF):
- Riders, endorsements (if any)
- Policyholder application
- Premium rates
REQUIRED CONTRACT PROVISIONS FOR LSHO POLICY FORMS
Subchapter 6 of ch. 632, Wis. Stat., includes the specific requirements and restrictions for LSHO policy forms. Policy Form Checklists that list contract and mandated benefit provisions required in policy forms filed in Wisconsin are available at
oci.wi.gov/Pages/Companies/PolicyFormsAndRateFilings.aspx. Questions about the applicability of a contract provision to a particular policy may be sent to
email@example.com for assistance before drafting your policy forms.
- If the insurer plans to underwrite, the insurer should review ss. Ins 3.28 and Ins 3.31, Wis. Adm. Code, the restrictions on use of genetic test results in s. 631.89, Wis. Stat., and HIV test results in s. 631.90, Wis.. Stat.
- Replacement forms - applies to replacement of individual policies only. See s. Ins 3.29, Wis. Adm. Code.
COMPLAINTS AND GRIEVANCES
Section 601.42, Wis. Stat., requires that insurers respond to complaints received from OCI. OCI has an electronic process for notifying and communicating with insurers about complaints. This requires that insurers create an account in order to access the state of Wisconsin's Web Access Management System (WAMS). Information about creating a WAMS account is available at
LSHOs are required to keep records of complaints and grievances for three years, and to file an annual report summarizing the grievances each year: ss. 632.83, Wis. Stat., and s. Ins 3.52 (10) (g), Wis. Adm. Code. Additional information about the grievance reporting process is available at
Direct questions to
firstname.lastname@example.org (include your name, phone number, and email address).