How to Fill Out NAIC Form A (w/Examples) + FAQs

NAIC Form A is the Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, and any person who wants to acquire control of a state-licensed insurance company must file it with that company’s home-state insurance commissioner before the deal closes. You file it when you are about to buy, merge with, or otherwise take control of a domestic insurer, and “control” is presumed once you reach 10% or more of the insurer’s voting securities.

This is the central regulatory gate for almost every insurance company acquisition in the United States, and getting it wrong stalls your deal for months. The form is built on the NAIC Insurance Holding Company System Model Regulation (Model 450), which nearly every state has adopted in some form, so the structure stays the same even when the statute citation on the cover changes from state to state. Across the country, regulators review hundreds of these filings each year, and a clean, complete Form A that draws no deficiency letters can clear the standard 60-day review window, while a sloppy one can drag on past a public hearing and add six months or more to closing.

Here is what you will learn in this guide:

• 📋 What Form A is, who must file it, and the 10% control trigger that pulls you in
• 🗂️ The exact documents and affidavits to gather before you open the form
• ✍️ A line-by-line walkthrough of every Item, with sample entries you can copy
• 👥 Three full filled-out examples following real buyers through the whole form
• ⚠️ The field-level mistakes that draw deficiency letters and stall closings

What Form A Is and Who Must File It

Form A is the application a buyer (called the acquiring party or applicant) submits to ask a state insurance commissioner for permission to acquire control of a domestic insurer. The form gets its authority from each state’s version of the NAIC Holding Company Act (Model 440) and its companion regulation (Model 450). In Indiana, for example, the controlling statute is IC 27-1-23, while Pennsylvania charges a $2,500 filing fee and Georgia charges $5,000 for the same filing under its own code, as shown on the NAIC Form A state chart.

The key word is control. The law presumes you control an insurer once you own, hold, or can vote 10% or more of its voting securities. You do not have to buy the whole company to trigger the filing. A private equity fund buying a 12% stake, a holding company buying 100% of the stock, and a family trust crossing the 10% line all must file. Ohio spells this out plainly: a filing is required when an acquisition exceeds 10% of the voting stock of the entity being acquired, per the NAIC state chart.

The domestic insurer is the company being acquired, and “domestic” means the state where the insurer is chartered, not where the buyer lives. So if you are in California buying an insurer chartered in Indiana, you file in Indiana. The commissioner who receives the form decides whether the deal can close. The commissioner can approve it, ask for more information through a deficiency letter, hold a public hearing, or disapprove it outright if the deal threatens the insurer’s solvency, harms policyholders, or substantially lessens competition.

Failing to file is not a paperwork slip. A change of control done without an approved Form A is voidable, the commissioner can order you to divest the shares, and you can face fines and an order barring you from voting the stock. That is why deal lawyers treat the Form A approval as a hard condition to closing, not an afterthought.

Before You Start: Documents and Information You Need

Form A is mostly an exhibit-driven filing, which means the form itself is short but the attachments are heavy. Gather everything below before you open the form, because a missing exhibit is the single most common reason regulators bounce a filing back.

• NAIC Biographical Affidavits for every director, executive officer, and 10%-or-more owner of the acquiring party. Without these, the commissioner cannot vet the people who will run the insurer, and the filing is incomplete on arrival.
• Third-party verification reports for each biographical affidavit, completed by an NAIC-approved vendor. The state will not accept self-verified affidavits, and a missing report stops the clock.
• Audited financial statements of the ultimate controlling person for the last five fiscal years. These prove the buyer can support the insurer financially after closing.
• Source of funds documentation, including loan agreements, promissory notes, and security arrangements if any of the purchase price is borrowed. Vague funding answers draw immediate follow-up questions.
• UCAA pro forma financial statements with the major assumptions stated, plus three-year financial projections for the insurer after the deal. Regulators read these to test post-closing solvency.
• A plan of operation describing what the buyer intends to do with the insurer, including any plans to change management, sell assets, or pay dividends.
• An organizational chart showing the acquiring party and every affiliate, with ownership percentages and states of domicile for each entity.
• Copies of the transaction documents, such as the stock purchase agreement, merger agreement, or tender offer, along with any employment or management contracts tied to the company.
• The Form F enterprise risk report commitment, since the acquiring party must agree to file Form F within 15 days after the month control changes hands.

Missing any one of these does not just slow you down. Most states will not even start the 60-day review clock until the filing is deemed complete, so a thin filing can cost you weeks before substantive review begins.

Where to Get the Form and How to Access It

You get Form A from the insurance department of the state where the target insurer is domiciled, not from the NAIC directly, because each state publishes its own adopted version. The NAIC Uniform Certificate of Authority Application (UCAA) page hosts the master chart that links to every state’s requirements, statute citation, and filing contact. From there you click through to the state department, such as the Indiana Department of Insurance Form A PDF or the Wisconsin OCI change-in-status page.

The form has a revision date printed near the top, and you must use the current version. NAIC last updated the master Form A state chart on 10/20/2025, so confirm your state’s page against that date before you draft. Filing an outdated form is a fast way to draw a deficiency letter.

Filing channels vary by state. Arizona requires electronic filing to financialfilings@difi.az.gov, New York runs everything through its DFS portal, and Delaware asks you to email BERG@Delaware.gov first, all per the NAIC chart. Several states, including Pennsylvania, strongly recommend a pre-filing meeting with department staff before you submit, which can save weeks of back-and-forth.

A quick word on confidentiality. Much of what goes into Form A, such as financial statements and the identity of a lender, can be sensitive. The form lets you request confidential treatment for certain items, and you must send a version of the statement to the insurer itself, so you label confidential exhibits clearly and keep them out of the copy that goes to the company where the law allows.

Step-by-Step: How to Fill Out NAIC Form A Line by Line

The form opens with a cover page and then runs through numbered Items. Use the exact Item names and numbers printed on your state’s form. The walkthrough below tracks the Indiana Form A, which follows the NAIC model closely, so the Item numbers match most states. Sample entries are italicized so you can tell them apart from instructions.

Cover Page: Names, Filer, and Contact

The cover page asks for the name(s) of the domestic insurer(s) and any controlling corporation, the name(s) of the acquiring party, the date, and the person to whom notices should be sent.

To answer it, write the insurer’s full legal name exactly as it appears on its certificate of authority, then the acquiring party’s full legal name, then the date you sign, then a single named contact with title, address, phone, and email.

For example, Coral Coast Insurance Company goes on the insurer line, Harborline Holdings, Inc. goes on the acquiring party line, and Dana Reyes, General Counsel, Harborline Holdings, 400 Market St., Indianapolis, IN 46204, (317) 555-0150, dreyes@harborline.com goes on the contact line.

A common edge case is multiple insurers in one deal. If you are buying a parent that owns three insurers, list all of them and the parent on the insurer line so the commissioner knows the full scope.

A frequent mistake here is naming a “doing business as” brand instead of the chartered legal name, which forces the department to confirm the entity and delays the file. The direct consequence is a deficiency letter before review even starts.

A common misconception is that the cover contact must be an officer of the buyer. It can be outside counsel, and naming your deal lawyer as the contact often speeds communication.

Item 1: Company and Method of Acquisition

This Item asks you to name the company and describe in plain terms how you will take control.

To answer it, restate the insurer’s name and give a short, clear description of the deal structure, such as a stock purchase, a statutory merger, or a tender offer, including the resulting ownership percentage.

For example, Harborline Holdings will acquire 100% of the issued and outstanding voting common stock of Coral Coast Insurance Company from its current sole shareholder pursuant to a Stock Purchase Agreement dated May 1, 2026.

An edge case is a multi-step deal, such as a merger followed by a reorganization. Describe each step in order so the commissioner sees the full path to control.

A common mistake is describing the business deal but never stating the control percentage, which leaves the regulator guessing whether the 10% trigger is met. The consequence is an immediate request for clarification.

A common misconception is that this Item needs the full legal recital from the purchase agreement. It does not. A clear paragraph in plain English is enough, and the agreement itself goes in as an exhibit under Item 13.

Item 2: Identity and Background of Acquiring Party

This Item asks who the buyer is, what business it does, and how it fits into a larger group.

To answer it, give the buyer’s name and address, describe its business operations for the past five years (including any past acquisitions and any resulting changes at those companies), describe what the buyer plans to do with the insurer, and attach a chart showing the buyer and all affiliates with ownership percentages, entity types, and states of domicile.

For example, Harborline Holdings, Inc., a Delaware corporation formed in 2014, owns three property and casualty insurers and an insurance services subsidiary; it intends to operate Coral Coast as a stand-alone subsidiary with no change to its current book of business. The affiliate chart then lists each entity and its percentage.

An edge case is a newly formed acquisition vehicle with no operating history. State the date of formation and explain that it is a special-purpose entity controlled by the named ultimate parent, then describe the parent’s history.

A common mistake is submitting an org chart that stops at the buyer and never reaches the ultimate controlling person, the real human or top entity at the top of the chain. The consequence is that the commissioner cannot identify who truly controls the insurer and sends the filing back.

A common misconception is that affiliates outside insurance can be left off the chart. Every affiliate belongs on it, because the holding company law looks at the whole enterprise, not just the insurance pieces.

Item 3: Identity and Background of Individuals Associated with the Acquiring Party

This Item asks for detailed background on the key people behind the buyer, supported by biographical affidavits.

To answer it, list each director, executive officer, and 10%-or-more owner of the buyer (or the individual buyer himself), and for each give name and business address, current occupation, all material positions over the last five years with dates and any licensing, and any criminal convictions in the last ten years (excluding minor traffic). Then attach a completed current NAIC Biographical Affidavit and a third-party verification for each person.

For example, Marcus Bell, CEO, 400 Market St., Indianapolis, IN; CEO of Harborline since 2018; previously SVP at a national P&C carrier 2012-2018, holding a resident producer license in Indiana, active; no criminal convictions.

An edge case is an officer with a disclosed regulatory action in his past. Disclose it fully with dates and outcome, because the third-party verification will surface it anyway and nondisclosure looks far worse than the underlying event.

A common mistake is filing an affidavit signed more than one year before the Form A submission, which the Indiana instructions reject outright. The consequence is a forced refiling of a fresh affidavit and lost review time.

A common misconception is that minor traffic tickets must be listed. They are expressly excluded, but anything beyond a minor traffic matter in the last ten years must be disclosed.

Item 4: Source, Nature, and Amount of Consideration

This Item asks where the money is coming from, what form it takes, and how much it is.

To answer it, describe the source, nature, and amount of funds; if any of it is borrowed, describe the loan, name the lender and borrower and their relationship, state the amount, and attach the loan agreements, notes, and security documents. Then explain how you arrived at the price.

For example, The total consideration is $85 million in cash, of which $60 million is from Harborline’s available cash and $25 million is from a term loan with First Meridian Bank dated April 2026; the price reflects 1.4x the insurer’s statutory surplus, based on a third-party valuation.

An edge case arises when the loan is from the lender’s ordinary course of business and the buyer wants the lender kept confidential. The form lets you request confidentiality and remove the lender’s name from the copy sent to the insurer.

A common mistake is writing only the purchase price and skipping the source, which is one of the most heavily scrutinized parts of the whole filing. The consequence is a deficiency letter demanding bank statements, loan papers, and proof of funds.

A common misconception is that “source of funds” means just naming your bank. Regulators want to trace the money to its origin, especially with borrowed funds or layered investment structures.

Item 5: Future Plans for the Company

This Item asks whether you plan major changes to the insurer after closing.

To answer it, describe any plans to declare an extraordinary dividend, liquidate the insurer, sell its assets, merge it, or make any material change to its investment policy, operations, corporate structure, or management. If you have no such plans, say so plainly.

For example, The acquiring party has no current plans to declare any extraordinary dividend, liquidate, sell assets, or merge the company; it intends to retain existing management and maintain the current investment policy for at least 24 months.

An edge case is a buyer planning a post-closing dividend to help repay acquisition debt. Disclose it here, because an undisclosed dividend that later strains surplus is exactly what regulators fear.

A common mistake is writing “none” when plans actually exist, which becomes a credibility problem the moment the plan surfaces later. The consequence can be a finding that the filing was not truthful, which is far worse than the plan itself.

A common misconception is that vague intentions need not be disclosed. If a plan is real enough to be discussed at the board level, it is real enough to disclose here.

Item 6: Voting Securities to Be Acquired

This Item asks exactly how many shares you will acquire and on what terms.

To answer it, state the number of shares of each class of the company’s voting securities the buyer, its affiliates, and Item 3 persons plan to acquire, the terms of the deal, and how those terms were set.

For example, The acquiring party will acquire all 1,000,000 shares of Coral Coast common voting stock, representing 100% of voting securities, at $85 per share, with terms set through arm’s-length negotiation.

An edge case is acquiring only part of a class, such as 15% of shares. State the exact count and percentage so the commissioner can confirm the control trigger and the post-deal ownership picture.

A common mistake is stating a dollar amount but not the share count, leaving the regulator unable to confirm the percentage of control. The consequence is a clarification request that stalls the file.

A common misconception is that this Item duplicates Item 1. Item 1 describes the method; Item 6 nails down the precise securities and terms, and both are required.

Item 7: Ownership of Voting Securities

This Item asks what voting securities the buyer side already owns or has a right to acquire.

To answer it, state the amount of each class of the company’s voting securities already beneficially owned, or subject to a right to acquire, by the buyer, its affiliates, or Item 3 persons.

For example, Prior to this transaction, neither the acquiring party nor any affiliate or listed individual owns any voting securities of Coral Coast Insurance Company.

An edge case is a buyer who already holds a minority stake and is now crossing into control. State the existing holding precisely, because the new acquisition stacks on top of it.

A common mistake is treating “ownership” as only direct shares and ignoring options or rights to acquire. The consequence is an incomplete ownership picture that the regulator will challenge.

A common misconception is that this Item only applies if you already own shares. You must answer it either way, even if the answer is none.

Item 8: Contracts, Arrangements, or Understandings With Respect to Voting Securities

This Item asks about any side deals touching the company’s voting securities.

To answer it, fully describe any contracts, arrangements, or understandings involving any voting security of the company, such as transfers, joint ventures, options, puts or calls, loan guarantees, profit-sharing, or proxy arrangements, and name everyone involved.

For example, There are no contracts, arrangements, or understandings with respect to any voting security of the company other than the Stock Purchase Agreement described in Item 1.

An edge case is a shareholders’ agreement or voting proxy that survives closing. Describe it in full, because it affects who really controls the votes.

A common mistake is omitting an option or guarantee because it is not yet exercised. The consequence is that the regulator later discovers an undisclosed arrangement, which undermines the whole filing’s credibility.

A common misconception is that only signed contracts count. Informal “understandings” must be disclosed too, even if nothing is yet on paper.

Item 9: Recent Purchases of Voting Securities

This Item asks about share purchases in the last 12 months.

To answer it, describe any purchase of the company’s voting securities by the buyer, its affiliates, or Item 3 persons during the 12 calendar months before filing, with dates, names of purchasers, and consideration paid, and state whether any are pledged.

For example, No voting securities of Coral Coast Insurance Company were purchased by the acquiring party, its affiliates, or any listed individual during the twelve months preceding this filing.

An edge case is a series of open-market accumulations that built up a toehold position. List each purchase with its date and price so the regulator sees the full pattern.

A common mistake is forgetting purchases made by an affiliate rather than the named buyer. The consequence is an inconsistency between Items 7 and 9 that triggers questions.

A common misconception is that small or incremental buys do not count. Every purchase in the window must be reported, regardless of size.

Item 10: Recent Recommendations to Purchase

This Item asks who recommended buying the company’s securities in the last year.

To answer it, describe any recommendation to purchase the company’s voting securities made by the buyer, its affiliates, Item 3 persons, or anyone acting at their suggestion, during the 12 months before filing.

For example, No recommendations to purchase voting securities of the company were made by or at the suggestion of the acquiring party, its affiliates, or any listed individual during the relevant period.

An edge case is an investment bank’s pitch deck recommending the acquisition. If it was prepared at the buyer’s suggestion, disclose it here and consider whether it also belongs in market-share studies under later Items.

A common mistake is reading this Item too narrowly and ignoring internal analyst recommendations. The consequence is an incomplete disclosure if those documents later appear in due diligence.

A common misconception is that this Item is almost always “none.” For deals with active solicitation or research, real disclosures often belong here.

Item 11: Agreements With Broker-Dealers

This Item asks about any broker-dealer hired to solicit the company’s securities.

To answer it, describe the terms of any agreement with a broker-dealer for soliciting the company’s voting securities for tender, including any fees or commissions.

For example, No broker-dealer has been engaged to solicit voting securities of the company in connection with this transaction.

An edge case is a tender offer for a widely held insurer where a dealer-manager runs the solicitation. Describe the engagement and the full fee structure.

A common mistake is omitting success fees paid to an advisor that doubles as a broker-dealer. The consequence is an undisclosed compensation arrangement that regulators dislike.

A common misconception is that financial advisory fees always belong here. Only broker-dealer solicitation arrangements do; general M&A advisory fees usually fall outside this Item.

Item 12: Contracts, Arrangements, or Understandings With Company Personnel

This Item asks about deals between the buyer and the insurer’s directors, officers, or employees.

To answer it, fully describe any existing or proposed contracts with any present or former director, officer, or employee of the company, other than ordinary-course agreements with agents or brokers, and name the people involved.

For example, The acquiring party has agreed to a new three-year employment agreement with the company’s current CEO, Janet Cole, effective at closing, retaining her existing base salary plus a retention bonus.

An edge case is a retention or change-of-control bonus triggered by the deal. Disclose it, because it speaks to management continuity and conflicts.

A common mistake is omitting a handshake understanding to keep an executive on after closing. The consequence is a gap that surfaces during the regulator’s management review.

A common misconception is that ordinary agent or broker agreements must be listed. They are expressly excluded; only management-level arrangements belong here.

Item 13: Financial Statements and Exhibits

This Item is where the heavy attachments live.

To answer it, attach the financial statements, exhibits, and three-year financial projections as an appendix and list each one under this Item. Include five years of audited financials for the Item 2(c) persons, certified by an independent accountant (an active insurer can use its filed Annual Statement instead), plus copies of tender offers, the purchase or merger agreement, any management contracts, and the last two annual reports.

For example, Exhibit A, Stock Purchase Agreement; Exhibit B, audited consolidated financials of Harborline Holdings 2021-2025; Exhibit C, three-year pro forma projections for Coral Coast; Exhibit D, organizational chart.

An edge case is a buyer that is itself an active insurer. It can submit its filed Annual Statement rather than separately certified statements, which saves time.

A common mistake is listing exhibits in the form but failing to actually attach one, or attaching unaudited statements where audited are required. The consequence is a stalled review until the certified statements arrive.

A common misconception is that projections are optional. The three-year projections are central to the solvency review, and a filing without them is incomplete.

Items 14-19: Affiliate Transactions, Competition, Form F, and Material Changes

Many states extend the form with Items covering use of affiliate assets (Item 14), transactions with affiliates over $100,000 (Item 15), market-share studies (Item 16), competitive impact for insurer-buyers (Item 17), the Form F enterprise risk commitment (Item 18), and the duty to amend within two business days if any fact changes (Item 19).

To answer them, describe relevant affiliate dealings, attach competition studies, supply five years of premium data by line if the buyer is also an insurer, and sign the agreement to file Form F within 15 days after the month control changes.

For example, an insurer-buyer writes Applicant’s affiliate writes $40 million in Indiana commercial auto premium annually; combined market share post-closing is approximately 6%, which does not lessen competition.

A common mistake is ignoring the Item 19 duty to amend. The consequence is that a material change the buyer hides becomes grounds to challenge approval.

A common misconception is that the Form F commitment is just boilerplate. It is an enforceable promise, and missing the 15-day deadline after closing is a real compliance violation.

Item 20: Signature and Certification

The final Item is the signature and sworn certification.

To answer it, have an authorized officer sign on behalf of the acquiring party, complete the seal and attestation block, and then have that person sign the separate certification swearing the facts are true to the best of their knowledge.

For example, Marcus Bell, CEO, signs for Harborline Holdings, Inc., attested by the corporate secretary, with the certification executed the same day.

An edge case is an individual acquiring party who signs personally rather than as an officer. The individual signs both the signature and certification blocks directly.

A common mistake is having an unauthorized person sign, such as a junior employee. The consequence is an invalid filing that must be re-executed by someone with authority.

A common misconception is that the certification is a formality. It is a sworn statement, and false certification carries legal exposure beyond the deal itself.

Three Filled-Out Examples Using Real Scenarios

Below are three common buyers walked through the form. Names and figures are illustrative.

Scenario 1: Holding company buying 100% of a P&C insurer via stock purchase. Harborline Holdings buys all the stock of Coral Coast Insurance Company.

Form Section	What Harborline Enters
Cover Page	Insurer: Coral Coast Insurance Company; Acquiring party: Harborline Holdings, Inc.; Contact: Dana Reyes, General Counsel
Item 1	100% stock purchase under a Stock Purchase Agreement dated May 1, 2026
Item 2	Delaware holding company since 2014; owns three P&C insurers; affiliate chart attached
Item 3	CEO Marcus Bell and four other officers; NAIC affidavits and third-party verifications attached
Item 4	$85M cash: $60M on hand, $25M term loan from First Meridian Bank
Item 5	No plans to liquidate, sell assets, or pay extraordinary dividends; management retained
Item 6	All 1,000,000 shares (100%) at $85 per share
Item 13	Purchase agreement, five years audited financials, three-year projections, org chart
Item 20	Signed by Marcus Bell, CEO, with sworn certification

Scenario 2: Private equity fund acquiring control via merger. Summit Peak Capital merges an acquisition vehicle into Lakeshore Life Insurance Company.

Form Section	What Summit Peak Enters
Cover Page	Insurer: Lakeshore Life Insurance Company; Acquiring party: Summit Peak Fund IV, L.P.
Item 1	Statutory merger of SP Merger Sub, Inc. into Lakeshore Life; fund becomes ultimate controlling person
Item 2	PE fund managed by Summit Peak GP; full fund-to-portfolio org chart with ownership percentages attached
Item 3	Fund principals and proposed new board members; affidavits and verifications attached
Item 4	$210M from committed limited partner capital; no acquisition debt at the insurer level
Item 5	Plans to recapitalize and refresh the board; no liquidation; disclosed
Item 12	New employment agreement with current CEO plus retention bonus
Item 18	Agrees to file Form F within 15 days after the month of closing
Item 20	Signed by the fund’s authorized general partner officer

Scenario 3: Individual family trust crossing the 10% control line. The Okafor Family Trust buys additional shares of Prairie Mutual Holding’s insurer subsidiary, crossing 10%.

Form Section	What the Okafor Trust Enters
Cover Page	Insurer: Prairie State Insurance Company; Acquiring party: Okafor Family Trust
Item 1	Open-market and negotiated purchases raising holdings from 8% to 13%, crossing the control presumption
Item 2	Trust with named trustee; lists beneficiaries and any affiliated entities
Item 3	Trustee Ngozi Okafor; affidavit and third-party verification attached
Item 4	$6M from trust assets; no borrowing
Item 6	Acquiring 50,000 additional shares to reach 13% of voting stock
Item 7	Currently holds 8% (30,000 shares) before this transaction
Item 9	Two open-market purchases in the prior 12 months, dated and priced
Item 20	Signed personally by the trustee with certification

How to File the Completed Form

File the completed Form A with the insurance department of the insurer’s domiciliary state, and send a copy to the insurer itself, as the law requires. The filing channel depends on the state, so always confirm on the NAIC Form A chart first.

• By mail or in person. Indiana asks filers to deliver the package to the Chief Financial Examiner, Indiana Department of Insurance, 311 West Washington Street, Suite 103, Indianapolis, IN 46204. Keep a stamped or signed receipt as proof of filing.
• By email. Arizona requires electronic submission to financialfilings@difi.az.gov, and Delaware asks you to email BERG@Delaware.gov to start, per the NAIC chart. Save the sent email and any confirmation as your proof.
• By portal. New York routes filings through its DFS acquisition and merger portal, which issues a submission confirmation you should keep.

Fees vary widely. Pennsylvania charges a $2,500 filing fee, and Georgia charges $5,000, both shown on the NAIC chart, while several states charge no fixed Form A fee but bill the cost of outside examiners and consultants used to review the filing. Accepted payment is usually check or electronic transfer to the department; confirm the method with the state before sending money.

Processing time centers on a 60-day window. In Maryland, for example, the Form A must be filed 60 days before the transaction is set to take effect, per the NAIC chart. The clock generally does not start until the filing is complete, so a deficiency can reset your timeline. Keep proof of filing, proof of fee payment, and the dated copy sent to the insurer as your record.

What Happens After You File

Once your Form A is in, the department reviews it for completeness first, then for substance. If anything is missing, you get a deficiency letter, and the review clock pauses until you cure it, which is why a complete first filing matters so much.

If the filing is complete, the commissioner reviews whether the deal threatens the insurer’s solvency, harms policyholders, or substantially lessens competition. The commissioner may approve, may set conditions, or may call a public hearing, which is common for larger or contested deals and adds time and cost. In a multi-state group, regulators often coordinate through a lead state to avoid duplicate review.

The standard is a 60-day window in most states, after which the acquisition can proceed if not disapproved, though hearings and deficiencies extend it. If the commissioner disapproves, the acquiring party usually has a right to a hearing and to judicial review.

After closing, the obligations do not stop. The buyer must file Form F within 15 days after the month control changes, and the insurer moves into ongoing holding-company reporting, including the annual Form B registration statement and Form D for future affiliate transactions.

Mistakes to Avoid When Filling Out the Form

• Using a “doing business as” name instead of the chartered legal name, which forces the department to confirm the entity and delays review.
• Stopping the org chart at the buyer and never reaching the ultimate controlling person, so the regulator cannot see who truly controls the insurer.
• Filing biographical affidavits signed more than one year before submission, which most states reject outright.
• Skipping the third-party verifications, which leaves the affidavits unusable and pauses the clock.
• Answering Item 4 with only a price and no real source of funds, which draws an immediate demand for proof of funds.
• Writing “no plans” in Item 5 when a post-closing dividend or restructuring is actually planned, which becomes a credibility problem.
• Stating a dollar amount in Item 6 without the share count, leaving the control percentage unconfirmed.
• Listing exhibits in Item 13 but failing to attach them, which stalls the file until the documents arrive.
• Submitting unaudited financials where audited, certified statements are required.
• Omitting the three-year projections, which are central to the solvency review.
• Ignoring the Item 19 duty to amend within two business days of a material change, which can void the approval.
• Having an unauthorized person sign Item 20, which makes the entire filing invalid.

Do’s and Don’ts

Do’s

• Do confirm you are using the current version of your state’s form, because an outdated form draws a fast deficiency letter.
• Do request a pre-filing meeting where the state offers one, since it surfaces problems before the clock starts.
• Do trace the source of funds fully, because Item 4 is among the most scrutinized parts of the filing.
• Do reach the ultimate controlling person on your org chart, because the law looks at the whole enterprise.
• Do label confidential exhibits clearly and keep them out of the insurer’s copy where the law allows.
• Do disclose post-closing plans honestly, because nondisclosure is worse than the plan itself.

Don’ts

• Don’t file affidavits older than one year, because they will be rejected and cost you time.
• Don’t skip the third-party verifications, because the affidavits cannot be used without them.
• Don’t omit affiliate purchases or arrangements, because inconsistencies between Items trigger questions.
• Don’t treat the certification as a formality, because it is a sworn statement with legal exposure.
• Don’t assume one state’s fee or channel applies everywhere, because each state sets its own.
• Don’t close before approval, because an unapproved change of control is voidable.

Pros and Cons of Filing on Your Own vs. With Counsel

Filing Pro Se (In-House)	Filing With Outside Regulatory Counsel
Lower upfront cost, since you avoid legal fees on a routine, clean deal	Higher cost, because experienced insurance regulatory counsel is not cheap
Full internal control over timing and messaging to the regulator	Counsel manages regulator relationships and knows each state’s quirks
Works for simple single-state, single-insurer acquisitions with clean financials	Better for multi-state groups, hearings, or contested or PE-backed deals
Faster for tiny intragroup changes that may qualify for an exemption	Reduces deficiency letters that can add months to closing
Builds in-house expertise for future filings	Protects against false-certification and disclosure exposure

The pros of going it alone center on cost and control for the simplest deals, while the cons are the real risk of deficiency letters, missed exhibits, and a stalled closing. The pros of counsel center on speed, relationships, and risk control, while the cons are mainly cost. For anything beyond a clean single-state acquisition, most buyers find experienced counsel pays for itself by keeping the deal on schedule.

FAQs

Do I have to file Form A if I am buying less than 10% of an insurer?

No. Control is presumed at 10% or more of voting securities, so a purchase below that line generally does not trigger a Form A, though you should confirm with the domiciliary state.

Is Form A the same in every state?

No. Every state adapts the NAIC model, so Item numbers and structure stay similar, but statute citations, fees, and filing channels differ, as the NAIC chart shows.

Do I file with my home state or the insurer’s state?

No, not your home state. You file with the state where the domestic insurer is chartered, regardless of where the buyer is located.

Do I write a “doing business as” name or the legal name on the cover?

No dba names. Use the insurer’s full chartered legal name exactly as it appears on its certificate of authority, or the department will send the filing back.

In Item 4, is naming my bank enough for source of funds?

No. Regulators want the money traced to its origin, including loan agreements and lender details when any part of the price is borrowed.

In Item 6, can I state only the purchase price?

No. You must state the number of shares and the resulting percentage, because the regulator uses that to confirm the control trigger.

In Item 5, must I disclose plans that are not yet final?

Yes. If a plan such as a post-closing dividend or restructuring is real enough to discuss internally, disclose it, because hidden plans create credibility problems.

Do biographical affidavits expire?

Yes. Many states reject an affidavit signed more than one year before the Form A is filed, so refresh affidavits close to submission.

Are minor traffic violations reported in Item 3?

No. Minor traffic matters are expressly excluded, but other convictions in the last ten years must be disclosed.

Can outside counsel be the contact person on the cover page?

Yes. The notices contact does not have to be an officer of the buyer, and naming your deal lawyer often speeds communication.

Do I have to send a copy of Form A to the insurer being acquired?

Yes. The acquiring party sends the statement to the insurer and any controlling corporation, with confidential exhibits handled separately where the law allows.

Is there a filing fee for Form A?

Yes, in some states. Pennsylvania charges $2,500 and Georgia charges $5,000, while other states charge no fixed fee but bill examiner costs, per the NAIC chart.

How long does Form A review take?

Yes, there is a standard window. Most states work within a 60-day period that starts once the filing is complete, though hearings and deficiency letters extend it.

Do my obligations end once Form A is approved?

No. The buyer must file Form F within 15 days after the month control changes, and the insurer then enters ongoing holding-company reporting like Form B and Form D.