Last Updated: January 28, 2021
Application for Certificate of Incorporation
Certificate of Authority for Domestic Insurers
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.
These instructions summarize the procedures for obtaining a Certificate of Incorporation and a Certificate of Authority for a domestic insurer licensed in Wisconsin under ch. 611, Wis. Stat.
Chapter 611, 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 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, explaining the reason for its omission. Number all materials 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 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 Officers (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
- 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
Affiliated Organizations - 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, 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 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
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 at OCI.
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 be listed 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 611.19, Wis. Stat.
Minimum Capital and Permanent Surplus - The commissioner may, by rule, establish the minimum capital for a stock corporation or the minimum permanent surplus for a nonassessable mutual organized under this chapter. In the absence of such a rule, the minimum capital or minimum permanent surplus shall be $2,000,000 or such greater amount as the commissioner specifies by order.
Initial Expendable Surplus - A corporation organized under this chapter shall have an initial expendable surplus, after payment of all organizational expenses, of at least 50% of the minimum capital or minimum permanent surplus specified under sub. 1. or such other percentage as the commissioner specifies by order.
Amount of Stated Capital - Section 180.16, Wis. Stat., applies to stock corporations.
Reduced Permanent Surplus - An assessable mutual organized under this chapter need not have a permanent surplus if the assessment liability of its policyholders is unlimited. If assessments are limited to a specified amount or a specified multiple or annual advance premiums, the minimum permanent surplus shall be the amount that would be required under sub. 1. if the corporation were not assessable, reduced by an amount that reasonably reflects the value of the policyholders' assessment liability in satisfying the financial needs of the corporation.
Initial Expendable Surplus - An assessable mutual organized under this chapter shall have an initial expendable surplus of at least $100,000 after payment of all organizational expenses.
Initial Applications; General - Except under pars. (d) and (e), no certificate of authority shall be issued to an assessable mutual until it has at least 400 bona fide applications for insurance from not less than 400 separate applicants on separate risks located in this state in each of the classes of business upon which assessments may be separately levied. A full year's premium shall be paid with each application and the aggregate premium shall be at least $50,000 for each such class. If at any time while the corporation is an assessable mutual, the business plan is amended to include an additional class of business on which assessments may be separately levied, identical requirements shall be applicable to each additional class.
Initial Applications; Worker's Compensation - Five employers or more may join in the formation of an assessable mutual to write only worker's compensation insurance if, instead of the requirements of par. (c), policies are simultaneously put into effect that cover at least 1,500 employees, counting no more than 300 for any employer. A full year's premium shall be paid by each employer, aggregating at least $100,000.
Initial Surplus in Lieu of Initial Applications - In place of initial applications and premium payments for any class of business, the corporation may provide the minimum permanent surplus and initial expendable surplus that the commissioner would require for a nonassessable mutual organization to do that class of business under like conditions. The class of business shall, nevertheless, be assessable until conversion under s. 611.77 (1), Wis. Stat.
Mutuals With Open Contracts - A mutual organized under this chapter need not have a permanent surplus if it issues only contracts, the benefits of which may be reduced by action of the board if assets are not sufficient to provide the protection specified in the contracts. The terms and format of any such open contact provision must be approved by the commissioner before the mutual is given a certificate of incorporation.
Providers' Contracts - Any corporation under this chapter which promises in its policies to supply services in lieu of or in addition to indemnity, on a basis giving the insurer no option whether it will supply services or pay indemnity, shall maintain such contracts with providers that it can be reasonably expected that services will be provided as promised in its contracts.
Reduction of Minimum Surplus - The commissioner may, by order, reduce the minimum amounts of surplus required under subs. (1) and (2) if in the commissioner's opinion, the extent and nature of providers' contracts under sub. 6., financial guarantees and other support by financially sound private or public corporations, a pressing social need in a particular community for the formation of a mutual insurance corporation to provide needed insurance coverage, or other special circumstances, justify the proposed reduction in the required surplus. A person who will directly compete with the proposed insurer is aggrieved within the meaning of s. 601.62 (3) (a), Wis. Stat.
REGULATION APPLICABLE TO MUNICIPAL INSURANCE MUTUAL
Section 611.23, Wis. Stat.
Municipal Insurance Mutuals Applicable Rules - On application by the organizers of a municipal insurance mutual under s. 611.11 (4), Wis. Stat., the commissioner may, by order, after a hearing, relax any requirements of this chapter to facilitate the formation, financing, and governance of the mutual. In the same order, the commissioner shall impose substitute requirements designed to implement the purposes of s. 611.02 (2), Wis. Stat., as elaborated in this chapter.
Regulation - Except under sub. (3), the provisions of chs. 600 to 646, Wis. Stat., applying to other mutuals organized or operating under this chapter apply also to municipal insurance mutuals.
Inapplicable provisions - Chapters 604 to 607, 612 to 619, 625, and 646, Wis. Stat., do not apply to such mutuals. The commissioner may, by order, after a hearing exempt such a mutual from any other provisions on a finding that they are unnecessary for the protection of the interests of the municipalities and their citizens.
Municipalities (Section 611.11 (4), Wis. Stat.) - Any number of municipalities or associations of municipalities or both may organize a municipal insurance mutual under s. 611.13, Wis. Stat., subject to s.611.23, Wis. Stat., to provide liability insurance and risk management services for its members.
When filing the application electronically, the following must 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
Please direct questions to
email@example.com(include your name, phone number, and email address).