Vermont § 3684 - Registration of insurers

§ 3684. Registration of insurers

• (a) Registration. Every insurer authorized to do business in this State that is a member of an insurance
  holding company system shall register with the Commissioner, except a foreign insurer
  subject to registration requirements and standards adopted by statute or regulation
  in the jurisdiction of its domicile that are substantially similar to those contained
  in this section and section 3685 of this title. An insurer subject to registration under this section shall register 15 business
  days after it becomes subject to registration, and annually thereafter on or before
  March 15 for the previous year ending December 31, unless the Commissioner for good
  cause shown extends the time for registration, and then within such extended time.
  The Commissioner may require an authorized insurer that is a member of a holding company
  system that is not subject to registration under this section to furnish a copy of
  the registration statement or other information filed by such insurer with the insurance
  regulatory authority of its domiciliary jurisdiction. (b) Information and form required. Every insurer subject to registration under this section shall file a registration
  statement on a form provided by the Commissioner, which shall contain current information
  about: (1) The capital structure, general financial condition, ownership, and management of the
  insurer and any person controlling the insurer. (2) The identity and relationship of every member of the insurance holding company system. (3) The following agreements in force, relationships subsisting, and transactions currently
  outstanding between such insurer and its affiliates: (A) loans, other investments, or purchases, sales or exchanges of securities of the affiliates
  by the insurer or of the insurer by its affiliates; (B) purchases, sales, or exchanges of assets; (C) transactions not in the ordinary course of business; (D) guarantees or undertakings for the benefit of an affiliate that result in an actual
  contingent exposure of the insurer’s assets to liability, other than insurance contracts
  entered into in the ordinary course of the insurer’s business; (E) all management and service contracts and all cost sharing arrangements; (F) all reinsurance agreements; (G) dividends and other distributions to shareholders; and (H) consolidated tax allocation agreements. (4) Any pledge of the insurer’s stock, including stock of any subsidiary or controlling
  affiliate, for a loan made to any member of the insurance holding company system. (5) If requested by the Commissioner, financial statements of or within an insurance holding
  company system, including all affiliates. Financial statements may include annual
  audited financial statements filed with the U.S. Securities and Exchange Commission
  (SEC) pursuant to the Securities Act of 1933, as may be amended, or the Securities
  Exchange Act of 1934, as may be amended. An insurer required to file financial statements
  under this subdivision may satisfy the request by providing the Commissioner with
  the most recently filed parent corporation financial statements that have been filed
  with the SEC. (6) Other matters concerning transactions between registered insurers and any affiliates
  as may be included from time to time in any registration forms adopted or approved
  by the Commissioner. (7) Statements that the insurer’s board of directors oversees corporate governance and
  internal controls and that the insurer’s officers or senior management have approved,
  implemented, and continue to maintain and monitor corporate governance and internal
  control procedures. (8) Any other information required by the Commissioner by rule. (c) Summary of changes to registration statement. All registration statements shall contain a summary outlining all items in the current
  registration statement representing changes from the prior registration statement. (d) Materiality. No information need be disclosed on the registration statement filed pursuant to subsection
  (b) of this section if such information is not material for the purposes of this section.
  Unless the Commissioner by rule or order provides otherwise, sales, purchases, exchanges,
  loans or extensions of credit, or investments involving one-half of one percent or
  less of an insurer’s admitted assets as of the 31st day of December next preceding
  shall not be deemed material for purposes of this section. The definition of materiality
  provided in this subsection shall not apply for purposes of the group capital calculation
  or the liquidity stress test framework. (e) Reporting of dividends to shareholders. Subject to subsection 3685(d) of this chapter, each registered insurer shall report
  to the Commissioner all dividends and other distributions to shareholders within 15
  business days following the declaration thereof. (f) Information of insurers. Any person within an insurance holding company system subject to registration shall
  be required to provide complete and accurate information to an insurer where the information
  is reasonably necessary to enable the insurer to comply with the provisions of this
  section. (g) Amendments to registration statements. Each registered insurer shall keep current the information required to be disclosed
  in its registration statement by reporting all material changes or additions on amendment
  forms provided by the Commissioner within 15 business days after the end of the month
  in which it learns of each such change or addition; provided, however, that subject
  to subsection 3685(c) of this chapter, each registered insurer shall so report all
  dividends and other distributions to shareholders within two business days following
  the declaration thereto. (h) Termination of registration. The Commissioner shall terminate the registration of any insurer that demonstrates
  that it no longer is a member of an insurance holding company system. (i) Consolidated filing. The Commissioner may require or allow two or more affiliated insurers subject to registration
  under this section to file a consolidated registration statement or consolidated reports
  amending their consolidated registration statement or their individual registration
  statements. (j) Alternative registration. The Commissioner may allow an insurer that is authorized to do business in this State
  and that is part of an insurance holding company system to register on behalf of any
  affiliated insurer that is required to register under subsection (a) of this section
  and to file all information and material required to be filed under this section. (k) Exemptions. The provisions of this section shall not apply to any insurer, information, or transaction
  if and to the extent that the Commissioner by rule or order shall exempt the same
  from the provisions of this section. (l) Disclaimer. Any person may file with the Commissioner a disclaimer of affiliation with any authorized
  insurer, or such a disclaimer may be filed by such insurer or any member of an insurance
  holding company system. The disclaimer shall fully disclose all material relationships
  and bases for affiliation between such person and such insurer as well as the basis
  for disclaiming such affiliation. After a disclaimer has been filed, the insurer shall
  be relieved of any duty to register or report under this section that may arise out
  of the insurer’s relationship with such person unless and until the Commissioner disallows
  such a disclaimer. The Commissioner shall disallow such a disclaimer only after furnishing
  all parties in interest with notice and opportunity to be heard and after making specific
  findings of fact to support such disallowance. (m) Enterprise risk filings. (1) Enterprise risk report. The ultimate controlling person of every insurer subject to registration shall also
  file an annual enterprise risk report. The report shall identify, to the best of the
  ultimate controlling person’s knowledge and belief, the material risks within the
  insurance holding company system that could pose enterprise risk to the insurer. The
  report shall be filed with the lead state commissioner of the insurance holding company
  system as determined by the procedures within the Financial Analysis Handbook adopted
  by the NAIC. (2) Group capital calculation. Except as further provided in this subdivision, the ultimate controlling person of
  every insurer subject to registration shall concurrently file with the registration
  an annual group capital calculation as directed by the lead state commissioner. The
  report shall be completed in accordance with the NAIC group capital calculation instructions,
  which may permit the lead state commissioner to allow a controlling person that is
  not the ultimate controlling person to file the group capital calculation. The report
  shall be filed with the lead state commissioner of the insurance holding company system
  as determined by the Commissioner in accordance with the procedures within the Financial
  Analysis Handbook adopted by the NAIC. The following insurance holding company systems
  are exempt from filing the group capital calculation: (A) An insurance holding company system that has only one insurer within its holding company
  structure, only writes business and is only licensed in its domestic state, and assumes
  no business from any other insurer. (B) An insurance holding company system that is required to perform a group capital calculation
  specified by the U.S. Federal Reserve Board. The lead state commissioner shall request
  the calculation from the Federal Reserve Board under the terms of information sharing
  agreements in effect. If the Federal Reserve Board cannot share the calculation with
  the lead state commissioner, the insurance holding company system is not exempt from
  the group capital calculation filing. (C) An insurance holding company system whose non-U.S. groupwide supervisor is located
  within a reciprocal jurisdiction as described in subdivision 3634a(b)(6)(A) of this
  chapter that recognizes the U.S. state regulatory approach to group supervision and
  group capital. (D) An insurance holding company system: (i) that provides information to the lead state that meets the requirements for accreditation
  under the NAIC financial standards and accreditation program, either directly or indirectly
  through the groupwide supervisor, who has determined such information is satisfactory
  to allow the lead state to comply with the NAIC group supervision approach, as detailed
  in the NAIC Financial Analysis Handbook; and (ii) whose non-U.S. groupwide supervisor that is not in a reciprocal jurisdiction recognizes
  and accepts, as specified in a rule adopted by the Commissioner, the group capital
  calculation as the worldwide group capital assessment for U.S. insurance groups who
  operate in that jurisdiction. (E) Notwithstanding the provisions of subdivisions (C) and (D) of this subdivision (m)(2),
  a lead state commissioner shall require the group capital calculation for U.S. operations
  of any non-U.S. based insurance holding company system where, after any necessary
  consultation with other supervisors or officials, it is deemed appropriate by the
  lead state commissioner for prudential oversight and solvency monitoring purposes
  or for ensuring the competitiveness of the insurance marketplace. (F) Notwithstanding the exemptions from filing the group capital calculation stated in
  subdivisions (A)–(D) of this subdivision (m)(2), the lead state commissioner has the
  discretion to exempt the ultimate controlling person from filing the annual group
  capital calculation or to accept a limited group capital filing or report in accordance
  with criteria as specified in a rule adopted by the Commissioner. (G) If the lead state commissioner determines that an insurance holding company system
  no longer meets one or more of the requirements for an exemption from filing the group
  capital calculation under this subdivision (m)(2), the insurance holding company system
  shall file the group capital calculation at the next annual filing date unless given
  an extension by the lead state commissioner based on reasonable grounds shown. (3) Liquidity stress test. (A) The ultimate controlling person of every insurer subject to registration and also
  scoped into the NAIC liquidity stress test framework shall file the results of a specific
  year’s liquidity stress test. The filing shall be made to the lead state insurance
  commissioner of the insurance holding company system as determined by the procedures
  within the Financial Analysis Handbook adopted by the NAIC. (B) The NAIC liquidity stress test framework includes scope criteria applicable to a specific
  data year. These scope criteria are reviewed at least annually by the Financial Stability
  Task Force or its successor. Any change to the NAIC liquidity stress test framework
  or to the data year for which the scope criteria are to be measured shall be effective
  on January 1 of the year following the calendar year when such changes are adopted.
  Insurers meeting at least one threshold of the scope criteria are considered scoped
  into the NAIC liquidity stress test framework for the specified data year unless the
  lead state insurance commissioner, in consultation with the NAIC Financial Stability
  Task Force or its successor, determines the insurer should not be scoped into the
  framework for that data year. Similarly, insurers that do not trigger at least one
  threshold of the scope criteria are considered scoped out of the NAIC liquidity stress
  test framework for the specified data year, unless the lead state insurance commissioner,
  in consultation with the NAIC Financial Stability Task Force or its successor, determines
  the insurer should be scoped into the framework for that data year. (C) Regulators shall avoid having insurers scoped in and out of the NAIC liquidity stress
  test framework on a frequent basis. The lead state insurance commissioner, in consultation
  with the Financial Stability Task Force or its successor, will assess this concern
  as part of the determination for an insurer. (D) The performance of, and filing of the results from, a specific year’s liquidity stress
  test shall comply with the NAIC liquidity stress test framework’s instructions and
  reporting templates for that year and any lead state insurance commissioner determinations,
  in conjunction with the Financial Stability Task Force or its successor, provided
  within the Framework. (n) Violations. The failure to file a registration statement or any amendment to a registration statement
  required by this section within the time specified for such filing shall be a violation
  of this section. (Added 1971, No. 72, § 2; amended 1991, No. 101, § 13; 1993, No. 235 (Adj. Sess.), §§ 2, 3, eff. June 21, 1994; 2013, No. 29, § 30, eff. May 13, 2013; 2023, No. 110 (Adj. Sess.), § 25, eff. July 1, 2024.)