NAIC Form E is the Pre-Acquisition Notification Form that an insurer files with a state insurance department to disclose the potential competitive impact of a proposed merger or acquisition, and it must be filed by a non-domiciliary insurer doing business in the state or by a domestic insurer at least 30 days before the change of control takes effect. It is built on the NAIC Insurance Holding Company System Model Regulation (#450) and the Model Holding Company Act (#440), so the field labels are nearly identical across states even though each state department receives the filing.
Form E exists to let a regulator see, before a deal closes, whether combining two insurers would shrink competition or build a monopoly in a single line of business. Filing late, leaving Item 5 blank, or skipping the Item 7 oath can stall a multi-million-dollar transaction and expose the parties to penalties under the Act. According to the NAIC, all 50 states have adopted some version of the holding company model framework that requires this notice, which is why deal teams treat the 30-day clock as a hard date.
In this guide, you will learn:
- 📋 What each of the seven items on Form E asks and exactly how to answer it
- 🧮 How to build the five-year market share table in Item 5 that trips up most filers
- ✍️ How to complete the Item 7 signature, oath, and notary block without a rejection
- 🗂️ Which documents and NAIC numbers to gather before you open the form
- ⚖️ How to file, what happens after, and the mistakes that delay deal approval
What the Form Is and Who Must File It
Form E is a pre-acquisition notification, not an application for approval, and that difference matters. It tells the state insurance commissioner that a merger or acquisition is coming and gives the regulator the market data needed to judge the competitive effect under the standards in Model Act #440 Section 3.1. The commissioner then has a 30-day window to decide whether the deal may lessen competition before it closes.
Two groups must file. The first is any non-domiciliary insurer (an insurer licensed in the state but domiciled elsewhere) that is part of a proposed merger or acquisition affecting that state’s market. The second is a domestic insurer involved in a deal that meets the competitive thresholds in the Act. In Virginia, for example, the duty comes from § 38.2-1323 of the Code of Virginia and the rules at 14 VAC 5-260.
There are exemptions. The notice is not required when the acquisition falls outside the scope of Section 3.1, such as when the combined market share stays below the small thresholds set in the Act, or when a Form A acquisition statement already covers the transaction for a domestic insurer. The current version of the NAIC reporting form carries a © 2013 NAIC date, and state adaptations such as Virginia’s carry a 01/01/2015 revision stamp, so confirm the revision date printed on the copy you pull before you start.
Form E lives in a family of holding company filings, and knowing the neighbors prevents duplicate work. Form A is the acquisition of control statement, Form B is the annual registration statement, Form D is the prior notice of a material transaction between affiliates, and Form F is the Enterprise Risk Report. Form E is narrow: it is only about the competitive impact of a deal, not the full character-and-financial review that Form A demands.
Before You Start: Documents and Information You Need
Gathering your records first turns Form E from a research project into a fill-in exercise. The form rests on hard premium data, corporate structure facts, and signing authority, and a missing piece in any of those three areas stops the filing cold. Pull these items before you open the document.
- Legal names and addresses of every party. You need the exact legal name of the applicant and each other person in the deal, because a mismatch with state license records can void the notice.
- NAIC company codes for each involved insurer. The form asks for the NAIC No. of each party, and an omitted code forces the analyst to hunt for the entity and slows review.
- Domiciliary state of each insurer. The “Dom. State” field tells the regulator which state is the lead, and a wrong entry can misroute the competitive analysis.
- Five years of direct written premium by line, by state. Item 5 cannot be answered without it, and incomplete history is the top reason filings get returned.
- The source of your premium data. The form requires you to identify the source, so note whether figures come from annual statements or NAIC data.
- The full affiliate chart of the holding company system. Item 2 needs every affiliated company and its relationship, and a gap looks like concealment.
- The deal’s purpose and structure documents. Item 3 needs the business reason, so have the merger agreement or term sheet handy.
- Signing authority proof. Item 7 requires an officer with authority and a notary, and without a power of attorney on file an outside signer’s oath fails.
If any item is truly unavailable, the Virginia instructions allow you to omit it only if you state why it is not reasonably available and show the effort you made to get it. Skipping that explanation, rather than supplying it, is what draws a deficiency letter.
Where to Get the Form and How to Access It
You get Form E from the insurance regulator that will receive it, not from a generic template site, because each state posts its own adaptation of the NAIC model. The blank reporting form and its instructions sit inside the NAIC Holding Company System Model Regulation packet, and most states link their version from the department’s financial regulation or holding company page. South Dakota, for example, hosts a clean Form E PDF on its Division of Insurance site.
State versions differ in small but real ways. Virginia publishes a detailed Form E instructions PDF that adds preparation rules, while Arizona’s DIFI lists Form E185 as its pre-acquisition package. The numbered items are the same, but the statute cites and filing address change, so always start from the state where the involved insurers do business.
The form is built as a guide, not a fill-in-the-blank sheet. The Virginia instructions are explicit that Form E is “not to be used as a blank form to be filled in but only as a guide,” meaning you recreate each item number and caption in your own document and type your answers below them. A filer who scribbles answers on the blank PDF instead of preparing a clean statement risks a return for improper format.
For non-domestic insurers changing control, the NAIC also points filers to the UCAA Corporate Amendment Application, which often travels alongside Form E. Confirm whether your state wants both, because filing one without the other when both are required leaves the change of control incomplete.
Step-by-Step: How to Fill Out NAIC Form E Line by Line
Form E has a cover sheet followed by seven numbered items and a signature-and-oath block. Recreate each caption in order, answer in plain prose, and state “not applicable” rather than leaving any item blank. The walkthrough below follows the field names exactly as they appear on the © 2013 NAIC and Virginia 01/01/2015 versions.
Cover Sheet: Filer, NAIC No., Dom. State, and Contact
The cover sheet asks for the name of the person making the filing, that insurer’s NAIC No. and Dom. State, the names and codes of other persons involved, and the name, title, address, and telephone number of the individual who should receive notices. You answer it by typing the applicant’s full legal name, its five-digit NAIC company code, its state of domicile, and then the same three facts for each other involved insurer, followed by a single contact block.
For example, Northstar Mutual Insurance Company, NAIC No. 12345, Dom. State MN enters as the filer, with Coastal Casualty Insurance Company, NAIC No. 67890, Dom. State VA listed as the other involved insurer, and Dana Reyes, Assistant General Counsel, 100 Main Street, Suite 400, Richmond, VA 23219, (804) 555-0101 as the contact. An “involved insurer” is one that acquires, is acquired, is affiliated with either side, or results from the merger.
A common edge case is a holding company parent that is not itself an insurer; it still goes on the cover as the person making the filing even though it has no NAIC No., and you write “N/A” in that box. The most common mistake here is leaving the contact telephone number off, which forces the analyst to mail questions and adds days to the clock. Many filers wrongly believe the contact must be an officer, but it can be outside counsel or a compliance specialist as long as that person can actually answer questions.
Item 1. Name and Address
This field asks who is giving notice of their involvement in the pending acquisition, merger, or change in corporate control. You answer it by listing the full legal name and complete mailing address of each person providing the notice, written exactly as it appears on the entity’s charter or license.
For example, Northstar Mutual Insurance Company, 200 Lake Drive, St. Paul, MN 55101 and Northstar Holdings, Inc., 200 Lake Drive, St. Paul, MN 55101 both appear if the parent and the insurer are jointly giving notice. Use the registered address, not a marketing or branch address.
A frequent edge case is a deal with an out-of-state ultimate parent; that parent is listed here even though it is not licensed in the filing state. The common mistake is using a “doing business as” name instead of the legal name, which can break the regulator’s cross-check against license records and trigger a hold. People often think Item 1 is only for the buyer, but it covers every person on either side who is providing the notice.
Item 2. Name and Addresses of Affiliated Companies
This field asks for the names and addresses of companies affiliated with the persons listed in Item 1, plus a description of how they are affiliated. You answer it by listing each affiliate with its address and a short phrase explaining the relationship, such as parent, subsidiary, or sister company under common control.
For example, Northstar Life Assurance Company, 200 Lake Drive, St. Paul, MN 55101 — wholly owned subsidiary of Northstar Holdings, Inc. shows both the entity and the tie. Map the chain from the ultimate controlling person down to each involved insurer.
A common edge case is a sprawling group with dozens of affiliates; you list all of them, but you may attach an organizational chart as an exhibit and reference it here. The big mistake is omitting an affiliate that writes the same line of insurance in the state, because that affiliate’s premium changes the Item 5 competitive math and the gap looks like an attempt to hide market share. Filers sometimes assume only insurance affiliates matter, but the form asks for affiliated companies generally, and non-insurer affiliates still belong in the structure.
Item 3. Nature and Purpose of the Proposed Merger or Acquisition
This field asks you to state what the deal is and why the parties are doing it. You answer it with a clear, plain narrative that describes the transaction structure (stock purchase, statutory merger, or change of control) and the business reason behind it.
For example, Northstar Holdings, Inc. will acquire 100% of the voting stock of Coastal Casualty Insurance Company to expand Northstar’s commercial auto presence in the Mid-Atlantic region. Keep it factual and tie the purpose to a concrete business goal.
A useful edge case is a multi-step deal; describe the full sequence so the regulator sees the end state, not just the first step. The common mistake is writing a vague line such as “for strategic reasons,” which invites a follow-up request and burns days. Many filers believe Item 3 needs the full deal valuation, but it does not; it needs the nature and purpose, and price terms live in the underlying agreement you may attach.
Item 4. Nature of Business
This field asks you to describe the business each party from Item 1 and Item 2 performs. You answer it by stating each entity’s lines of insurance or business activity, so the regulator can see where the parties overlap.
For example, Coastal Casualty Insurance Company writes private passenger auto and commercial auto liability in Virginia and North Carolina; Northstar Mutual Insurance Company writes commercial auto and workers’ compensation in twelve states. The overlap, here commercial auto, is what the competitive review turns on.
A common edge case is a party that is licensed for a line but writes no premium in it; say so plainly, because a dormant license affects the analysis differently than active writing. The mistake to avoid is describing the business in marketing terms rather than by insurance line, which makes overlap hard to spot and slows review. Filers often think Item 4 duplicates Item 3, but Item 3 is about the deal and Item 4 is about the parties’ existing operations.
Item 5. Market and Market Share
This is the heart of Form E and the field filers get wrong most often. It asks you to state the market and market share each Item 1 and Item 2 party currently holds in each relevant insurance market in the state, to provide five years of historical market and market-share data with the source identified, and to determine whether the deal would violate the state’s competitive standards in Section 3.1D of the Act (14 VAC 5-260-50 D in Virginia). If it would violate those standards, you must justify why it would not substantially lessen competition or create a monopoly.
You answer it by building a table, for each overlapping line, of each party’s direct written premium and market share for the past five years, then comparing the combined share against the competitive thresholds. “Market” means direct written insurance premium in that state for a line of business as reported in the annual statement. For example, in commercial auto, Northstar holds 4.1% and Coastal holds 3.3%, for a combined 7.4% share, which you then test against the standard.
A common edge case is a line where one party writes zero premium; include it anyway and show the zero, because the regulator wants the complete picture. The most damaging mistake is citing no source for the data, since the form expressly requires you to identify the source, and an unsourced table is treated as unverified. People wrongly believe that staying under the threshold means they can skip the determination, but the form still requires a stated determination, even when the conclusion is “no violation.”
Item 6. Summary
This field, present on the Virginia version, asks you to summarize the effect the deal has or will have on insurance competition in the state and to describe the competitive standard you used. You answer it with a short analysis that references relevant data, including market shares, volatility of market-leader rankings, number of competitors, concentration, the trend of concentration, and the ease of entry and exit.
For example, The combined 7.4% commercial auto share leaves nine larger competitors in the Commonwealth, market concentration is low and trending flat, and entry barriers are minimal, so the transaction will not substantially lessen competition. Point to the NAIC guidelines embodied in the model holding company act as your standard.
A common edge case is a concentrated line where your combined share is high; here you lean on volatility of rankings and ease of entry to show the market stays competitive. The mistake is treating Item 6 as a repeat of Item 5’s numbers rather than an interpretation of them, which leaves the regulator to draw its own conclusion. Filers often skip Item 6 because the © 2013 base form ends at Item 5, but state versions like Virginia’s require it, so check your state form.
Item 7. Signature and Oath
This field requires the filing to be signed by an authorized officer and sworn before a notary. You answer it by completing the signature block with the filer’s legal name, the signing officer’s name and title, an attesting officer’s signature, and then the oath, in which the deponent swears the facts are true to the best of their knowledge and that they have authority to file, followed by the notary’s subscription and seal.
For example, Dana Reyes, Assistant General Counsel of Northstar Holdings, Inc., signs, attests authority, and a Virginia notary completes the “Subscribed and sworn to before me” block with a commission expiration date. The oath must track the statute cites your state lists, such as §§ 38.2-1323 and 38.2-1324 in Virginia.
A common edge case is signing under a power of attorney; the Virginia instructions require you to attach a copy of that power of attorney with the statement. The fatal mistake is filing without notarization, which makes the oath defective and the entire statement subject to rejection. Many filers think any employee can sign, but the oath demands a person with actual authority to execute and file, and a signature from someone without that authority can invalidate the filing.
Three Filled-Out Examples Using Real Scenarios
These three scenarios follow named filers through the form so you can see how answers change with the facts. Each table uses the form’s own item names.
Scenario 1 — Dana Reyes, non-domiciliary insurer acquiring a competitor. Northstar Holdings is acquiring Coastal Casualty, and both write commercial auto in Virginia.
| Form Section | What Dana Enters |
|---|---|
| Cover — Filer / NAIC No. / Dom. State | Northstar Mutual Insurance Company / 12345 / MN |
| Cover — Other Involved Insurer | Coastal Casualty Insurance Company / 67890 / VA |
| Item 1. Name and Address | Northstar Holdings, Inc., 200 Lake Drive, St. Paul, MN 55101 |
| Item 2. Affiliated Companies | Northstar Life Assurance Co. — wholly owned subsidiary |
| Item 3. Nature and Purpose | 100% stock purchase to expand Mid-Atlantic commercial auto |
| Item 4. Nature of Business | Both write commercial auto; overlap exists in Virginia |
| Item 5. Market and Market Share | Combined 7.4% commercial auto share; source: 2021–2025 annual statements |
| Item 6. Summary | Nine larger rivals remain; no substantial lessening of competition |
| Item 7. Signature and Oath | Signed by Dana Reyes, AGC; notarized in Richmond, VA |
Scenario 2 — Marcus Hale, domestic insurer merger with overlap. Two Virginia-domiciled workers’ comp writers merge, creating a higher combined share.
| Form Section | What Marcus Enters |
|---|---|
| Cover — Filer / NAIC No. / Dom. State | Old Dominion Indemnity Co. / 24680 / VA |
| Cover — Other Involved Insurer | Piedmont Workers Insurance Co. / 13579 / VA |
| Item 1. Name and Address | Old Dominion Indemnity Co., 50 Capitol Sq., Richmond, VA 23219 |
| Item 2. Affiliated Companies | Piedmont Holdings, Inc. — parent; common control after merger |
| Item 3. Nature and Purpose | Statutory merger to gain scale in workers’ compensation |
| Item 4. Nature of Business | Both write Virginia workers’ compensation; direct overlap |
| Item 5. Market and Market Share | Combined 18% share; tests against 14 VAC 5-260-50 D threshold |
| Item 6. Summary | High share offset by low entry barriers and many bidders |
| Item 7. Signature and Oath | Signed by Marcus Hale, CFO; sworn before VA notary |
Scenario 3 — Janet Okoro, deal that may exceed competitive thresholds. A combined homeowners share crosses the standard, so justification is required.
| Form Section | What Janet Enters |
|---|---|
| Cover — Filer / NAIC No. / Dom. State | Summit Property Insurance Co. / 11223 / OH |
| Cover — Other Involved Insurer | Bayfront Home Insurance Co. / 44556 / VA |
| Item 1. Name and Address | Summit Property Insurance Co., 1 Summit Way, Columbus, OH 43215 |
| Item 2. Affiliated Companies | Summit Re, Ltd. — affiliated reinsurer |
| Item 3. Nature and Purpose | Acquisition to enter Virginia homeowners market |
| Item 4. Nature of Business | Both write homeowners multi-peril in Virginia |
| Item 5. Market and Market Share | Combined share exceeds threshold; justification attached |
| Item 6. Summary | Argues volatility of rankings and easy entry preserve competition |
| Item 7. Signature and Oath | Signed by Janet Okoro, President; notarized in Columbus, OH |
How to File the Completed Form
Form E is filed with the state insurance department that regulates the involved insurers, and the channel depends on the state. The general rule across the NAIC model framework is that the notice must reach the regulator at least 30 days before the change of control, and the parties wait out that window before closing.
In Virginia, the Virginia Bureau of Insurance directs filers to submit the original plus one hardcopy, including all exhibits, by personal delivery or mail to the State Corporation Commission, Bureau of Insurance, ATTN: Financial Regulation Division, P.O. Box 1157, Richmond, VA 23218, with a street address of Tyler Building, 6th Floor, 1300 East Main Street, Richmond, VA 23219. At least one copy must carry the original signed Item 7 oath, and unsigned copies must be conformed.
There is generally no separate fee for the Form E pre-acquisition notice itself, though related filings such as a UCAA Corporate Amendment may carry their own charges. Many states are moving toward electronic submission, so check whether your department accepts email or a portal upload in addition to paper. Keep proof of filing, such as a certified-mail receipt or a date-stamped delivery confirmation, because the 30-day clock runs from the date the regulator receives a complete statement.
If you cannot supply a required document on time, the Virginia rules let you file a separate request for an extension that identifies the missing item, explains why timely filing is impractical, and names a new date; the request is deemed granted unless the Commission denies it within 30 days. Use that process rather than filing an incomplete statement without explanation.
What Happens After You File
After the department receives a complete Form E, the commissioner reviews it during the pre-closing window to decide whether the deal may substantially lessen competition or tend to create a monopoly under Section 3.1 of the Model Act. The regulator may accept the notice, ask for more information, or, in a problem case, take action to address the competitive concern before the deal closes.
The commissioner can demand additional material. Under Virginia’s rules, the regulator may require any added information needed to judge the competitive effect and may even require an economist’s opinion, accompanied by that expert’s qualifications, on the deal’s impact in the state. A request for more data pauses the practical timeline, which is why a thorough Item 5 and Item 6 pay off.
Information submitted on Form E often receives confidential treatment. Virginia gives confidential treatment to Form E material under § 38.2-1306, which means competitors usually cannot pull your premium tables through a public records request. If the regulator raises no competitive objection within the statutory window, the parties may proceed to close, keeping their proof of filing in the deal record.
Mistakes to Avoid When Filling Out the Form
Form E is a precise filing, and each field is its own chance to err. These are the mistakes that most often draw a deficiency letter or stall a closing.
- Filing fewer than 30 days before closing, which can delay the change of control past the planned date.
- Leaving Item 5 without five full years of data, which gets the statement returned as incomplete.
- Failing to identify the source of the premium data, which makes the regulator treat the figures as unverified.
- Omitting an affiliate in Item 2 that writes the same line, which distorts the competitive math and looks evasive.
- Skipping the competitive-standards determination in Item 5, which leaves the regulator’s core question unanswered.
- Using a trade name instead of the legal name in Item 1, which breaks the license cross-check and triggers a hold.
- Forgetting Item 6 on state versions that require it, which forces a follow-up request and lost days.
- Filing without notarizing the Item 7 oath, which makes the statement defective and subject to rejection.
- Signing with someone who lacks authority to file, which can invalidate the entire notice.
- Treating the blank PDF as a fill-in form, which violates the rule that Form E is only a guide for preparation.
- Leaving NAIC numbers or Dom. State blank on the cover, which slows entity identification.
- Failing to attach a power of attorney when signing under one, which the instructions expressly require.
Do’s and Don’ts
These quick rules keep the filing clean and the deal on schedule.
- Do recreate every item number and caption in your prepared statement, because the format rule demands the full structure even when you omit the instruction text.
- Do answer “not applicable” for any item that does not apply, because the rules require an affirmative statement rather than a blank.
- Do identify the source of every market figure, because the form requires it and unsourced data is treated as unreliable.
- Do attach an organizational chart as an exhibit, because it makes the Item 2 affiliate web easy to follow.
- Do keep proof of the filing date, because the 30-day window runs from the regulator’s receipt of a complete statement.
- Do confirm whether your state also wants a UCAA Corporate Amendment, because a missing companion filing leaves the change of control incomplete.
- Don’t wait until the eve of closing to file, because the regulator needs the full window to review.
- Don’t guess at market share, because an inaccurate Item 5 can prompt a demand for an economist’s opinion.
- Don’t sign without notarization, because the oath is defective without it.
- Don’t use marketing language in Item 3 or Item 4, because vague descriptions invite follow-up requests.
- Don’t hide a same-line affiliate, because the omission undermines your credibility on the whole filing.
- Don’t assume the © 2013 base form is identical to your state’s, because state versions add items and statute cites.
Pros and Cons of Filing on Your Own vs. With Help
Many insurers debate whether to prepare Form E in-house or hire outside regulatory counsel. The choice usually turns on deal size, market overlap, and internal capacity.
| Filing In-House | Filing With Outside Counsel |
|---|---|
| Lower cost, since no outside fees apply, which suits small, low-overlap deals | Higher cost, but worthwhile when overlap is large and scrutiny is likely |
| Faster start, because your team already knows the entities and data | Slower start, since counsel must learn the structure, but cleaner output |
| Direct control of the narrative, which helps when the story is simple | Expert framing of Item 5 and Item 6, which helps in concentrated markets |
| Deep familiarity with your own premium data, reducing sourcing errors | Experience across many states, reducing format and statute-cite errors |
| Risk of missing a state-specific item like Item 6, which can stall review | Lower risk of a deficiency letter, because counsel files these routinely |
FAQs
Is Form E the same as Form A?
No. Form A is the acquisition of control statement that seeks approval to control a domestic insurer, while Form E is only a pre-acquisition notice about the deal’s competitive impact, and many transactions need both.
Do I have to file Form E 30 days before closing?
Yes. Under the NAIC model framework, the pre-acquisition notice must reach the regulator at least 30 days before the change of control, and closing waits out that window.
Is there a filing fee for Form E?
No. The pre-acquisition notice itself generally carries no separate fee, though related filings like a UCAA Corporate Amendment may have their own charges.
Do I write the legal name or the trade name in Item 1?
Yes, use the full legal name exactly as it appears on the charter or license, because the regulator cross-checks it against license records and a trade name can trigger a hold.
Do I list non-insurer affiliates in Item 2?
Yes. Item 2 asks for affiliated companies generally, so parents, holding companies, and non-insurer affiliates all belong there, with their relationship described.
Do I include a line where one party writes zero premium in Item 5?
Yes. Include the line and show the zero, because the regulator wants the complete competitive picture rather than only the overlapping lines.
Do I still answer the competitive-standards determination if I’m under the threshold?
Yes. The form requires a stated determination in Item 5 even when your conclusion is that the deal does not violate the standard.
Is Item 6 required on every version of Form E?
No. The © 2013 base NAIC form ends at Item 5, but state versions such as Virginia’s add Item 6, so check the form your state publishes.
Do I need a notary for Item 7?
Yes. The Item 7 oath must be subscribed and sworn before a notary, and a statement filed without notarization is defective and subject to rejection.
Can outside counsel sign the Item 7 oath?
No, unless they hold authority to execute and file; the oath requires a person with actual authority, and a power of attorney must be attached if signing under one.
Does Form E get confidential treatment?
Yes. Many states, including Virginia under § 38.2-1306, treat Form E material as confidential, so competitors usually cannot obtain your premium tables through public records.
Can I get more time if a document isn’t ready?
Yes. You may file a separate extension request that identifies the missing item and explains the delay, and in Virginia it is deemed granted unless denied within 30 days.
Do I file Form E with the NAIC directly?
No. You file with the state insurance department that regulates the involved insurers, not with the NAIC, even though the form follows the NAIC model.
Can I write my answers on the blank PDF?
No. The instructions say Form E is a guide for preparation, not a fill-in sheet, so you recreate each item and caption in a clean prepared statement.
Related reading
- How to Fill Out NAIC Form A (w/Examples) + FAQs
- How to Fill Out NAIC Form B (w/Examples) + FAQs
- How to Fill Out NAIC Form C (w/Examples) + FAQs
- How to Fill Out NAIC Form D (w/Examples) + FAQs
- How to Fill Out NAIC Form F (w/Examples) + FAQs
- How to Fill Out the NAIC UCAA Expansion Application (w/ Examples) + FAQs