Last Updated: September 19, 2023
Application for Organizational Permit, Certificate of Incorporation and Certificate of Authority
For Domestic Insurers - Fraternals, Chapter 614, Wis. Stat.,
or Application for Certificate of Authority for Nondomestic Fraternal Under s. 618.26, 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.
INTRODUCTION
All applicants seeking to do insurance business in Wisconsin must first obtain a Certificate of Incorporation and a Certificate of Authority from the Office of the Commissioner of Insurance (OCI).
All applicants must follow the procedures for obtaining an Organizational Permit, Certificate of Incorporation and Certificate of Authority for domestic fraternal insurers licensed in Wisconsin under ch. 614, Wis. Stat., and a Certificate of Authority for nondomestic fraternal insurers licensed under s. 618.26, Wis. Stat.
INITIAL APPLICATION
Chapter 614 and s. 618.26, Wis. Stat., describes the information which must be filed with OCI to obtain a Certificate of Incorporation (domestic only) and a Certificate of Authority for a fraternal insurer. All provisions of ch. 614 and s. 618.26, Wis. Stat., should be reviewed carefully for reference to other sections and chapters of the Wisconsin Statutes. 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 material marked as “Required" must be submitted with the application.
For those applying to be a domestic fraternal insurer; 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.
Complete the 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
ocicompanylicensing@wisconsin.gov
APPLICATION MATERIALS
The following documents, materials, and information must be completed and submitted with the application for incorporation and/or license:
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Transmittal Letter (Required) - In the letter of Transmittal accompanying the application, include a list of the materials being submitted, as well as information wich is not filed, and the reason for its omission. Number all material and data filed to correspond with these instructions.
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Designation of Registered Agent (Required) - The Designation of Registered Agent form.
Designation of Registered Agent for Service of Process
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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.
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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.
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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.
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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.
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Amount and Source of Funding (Required) - The amount and source of the funds available for organization expenses and capitalization of the fraternal and the proposed arrangements for reimbursement and compensation of incorporators or other persons.
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Proposed Compensation of Directors and Officer (Required) - The proposed compensation of directors and officers
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Plan for Solicitation (Required) - The plan for solicitation of applications for qualifying insurance policies and for the corporation's securities
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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.
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Proposed Capital and Initial Surplus (Required) - The proposed capital, or the proposed minimum permanent surplus and the proposed initial surplus.
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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 year
- 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
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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, and operating statement for each year for the most recent three years.
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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 expensed 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
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Statement of Fraternal Activities (Required) - The application for a permit shall include, in addition to those 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.
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.
Questions about policy forms, premium rate filings, and marketing practices should be addressed to:
Division of Market Regulation and Enforcement
Rates and Forms
ocimrcompanyreview@wisconsin.gov
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
(608) 266-8699
ociagentlicensing@wisconsin.gov
INITIAL CAPITAL AND SURPLUS REQUIREMENTS
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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.
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Initial Expendable Surplus - A corporation organized under this chapter shall have an initial expandable 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.
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Maintenance of Solvency Provision - Except as provided in s. 614.24 (1m), Wis. Stat., every fraternal shall contain in its laws and in each certificate of insurance it issues, a provision, to which every certificate of insurance issued by the fraternal shall be subject, that if the financial position of the fraternal becomes impaired, the board of directors or the supreme governing body may determine on an equitable basis the proportionate share of the deficiency of each member of the fraternal. The member may then either pay the member's share of the deficiency, or accept the imposition of a lien on the certificate of insurance, to bear interest at the rate charged on policy loans under the certificate, compounded annually until paid, or may accept a proportionate reduction in benefits under the certificate. The fraternal may specify the manner of the election and which alternative is to be presumed if no election is made.
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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, 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 fraternal 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 fraternal is aggrieved within the meaning of s. 601.62 (3) (a), Wis. Stat.
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
- 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
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
Direct questions to: ocicompanylicensing@wisconsin.gov (include your name, phone number, and email address).