Incorporation and Licensing of Texas Domestic Insurers
- How to License an Insurance Company in Texas
- Name Application form (FIN300)
- UCAA Primary Application - Click on the Primary App tab
Transactions
- Add/Delete Lines of Business
- Attorney-for-Service (Consent for Service of Process)
- By-Laws
- Capital/Shares Certificate
- Corporate Amendments
- Merger Involving at Least One Texas Insurer
- Officers and Directors
- Disciplinary Actions Taken in Other States
- Redomestication to Texas
- Resume Writing Lines
- Total and Partial Assumption Reinsurance Agreements
- Voluntary Dissolution
- Withdrawal/Market Exit Guidelines
Resources
- Electronic Filing Guidelines
- Fingerprint and Biographical Affidavit Requirements
- Request Certificates of Compliance or Certified Articles of Incorporation
- Send Filing Fees
- State Retaliatory Fees and Requirements
- Statutory Deposit Requirements
- Other Transactions for Texas Domestic Insurers Handled by TDI's Financial Analysis Section
Add/Delete Lines of Business
Attorney-for-Service
This is only required for domestic insurers moving books and records out of state or proposing to redomesticate out of state.
- UCAA Form 12 (Uniform Consent to Service of Process) - Click on the Corporate Amendment App tab, and scroll to Form 12
By-Laws
File amended By-Laws with the Company Licensing and Registration Office when changes occur to By-laws for the domestic companies listed below. Include the full text of the By-Laws (including amendments), certified by the corporate secretary. No fees are required, except for Health Maintenance Organizations.
- County Mutuals
- Fraternal Benefit Societies
- Health Maintenance Organizations ($50 Fee)
- Joint Underwriting Associations
- Local Mutual Aid Companies
- Local Mutual Burial Companies
- Multiple Employer Welfare Arrangements
- Workers’ Compensation Self Insurance Groups
Capital/Shares Certificate
Requires filing of Board of Director's resolution setting forth the total number of shares issued and total consideration received for those shares. Submit the resolution no later than 90 days after the date of the issuance of shares. This does not require a charter amendment filing or fee.
Corporate Amendments
Amended/Restated Articles
- UCAA Corporate Amendment Application - Click on the Corporate Amendment App tab and scroll to Forms 1C and 2C
- Life and Health companies - submit a board and shareholders resolution passing the amendment
Name Changes
- FIN300 (Name Application)
- UCAA Corporate Amendments Application Click on the Corporate Amendment App tab and scroll to Forms 1C and 2C.
- Life and Health companies - submit a board and shareholders resolution passing the amendment
- Life and Health companies must submit a policy endorsement to the Life and Health Division via the Systems for Electronic Rates and Forms Filing (SERFF)
Home Office Changes
- UCAA Corporate Amendments Application - Click on the Corporate Amendment tab and scroll to Form 14
- Life and Health companies - submit a board and shareholders resolution passing the amendment
Changes to authorized shares and/or par value
For internally funded capital increases/decreases of authorized shares; changes in Par Value, submit the following:
- Cover letter explaining transaction
- FIN332 (Capital changes form)
- Amended or restated articles
- Board and shareholders resolution passing amendment
For externally funded capital increases/decreases of authorized shares; changes in Par Value, submit the following:
- Cover letter explaining transaction
- FIN332 (Capital changes form)
- Amended or restated articles
- Board and shareholders resolution passing amendment
- Bank affidavit – an amendment to increase the capital must be accompanied by an affidavit, with the notarized signature of a bank officer where the funds are on deposit, as well as a copy of the deposit slip or certificate of deposit, stating:
- That the funds on deposit in the bank are the bona fide, unconditional and unencumbered property of the company insofar as the bank is concerned; and
- That the bank has no knowledge of any claim against such funds by any person or organization other than the insurance company.
Merger Involving at Least One Texas Insurer
- FIN341 (Merger Checklist – PDF)
- Life and Health companies must submit a policy endorsement to the Life and Health Division via SERFF
Officers and Directors
Domestic insurers are required to submit Biographical Affidavits and fingerprint receipts for all directors and only the following officers: CEO, President, Executive Director, Secretary, Treasurer, CFO/Controller, COO and Medical Director (if applicable). We DO NOT require biographical affidavits for Vice Presidents or Assistant-officers. Documentation must be submitted with Admissions application, and when changes occur. Submit to clrbioupdate@tdi.texas.gov
- UCAA Form 11 (Biographical Affidavit) - Click on the Primary App tab and scroll to Form 11
- FIN324 (Biographical Affidavit Update)
- FIN306 (Officers and Directors Page)
Disciplinary Actions Taken in Other States
Texas Insurance Code Sec 81.003(b) requires delivery of a copy of any applicable order or judgment to the commissioner not later than the 30th day, to clrfilings@tdi.texas.gov
Redomestication from Another State to Texas
- UCAA Primary Application - Click on the Primary App tab
Resume Writing Lines
- FIN350 (Checklist for companies re-entering the Texas insurance market)
Total and Partial Assumption Reinsurance Agreements
- FIN345 (Checklist for Total and Partial Assumption Reinsurance Agreements involving at least one Texas Domestic Insurance Company)
- Life and Health companies must submit a policy endorsement to the Life and Health Division via SERFF
Voluntary Dissolution
- UCAA Form 16a (Statement of Voluntary Dissolution form) - Click on the Corporate Amendment App tab and scroll to Form 16a
- FIN351 (Voluntary Dissolution Checklist)
Withdrawal Guidelines
- FIN349 (Withdrawal Guidelines)
Send Filing to the Company Licensing and Registration Office
Send your filing to Company Licensing and Registration via email at CLRFilings@tdi.texas.gov
Mailing Address Change
Visit the Company Address Change Portal Information
Request Certificates of Compliance or Certified Articles of Incorporation
Request Certificates of Compliance by submitting FIN321 to CLRRequests@tdi.texas.gov
Certified Articles of Incorporation must be requested through Open Records.
Other Transactions for Texas Domestic Insurers Handled by TDI's Financial Analysis Section
The following transactions are handled by the Financial Analysis Section. Direct all inquiries and submit filings to FATransactions@tdi.texas.gov. Failure to do so will result in delays.
- Moving Books and Records out of Texas (TIC 804.102)
- Form A (acquisitions)
- Form B (registration statement)
- Form C (summary of material changes to registration statement)
- Form D (prior notice of a transaction)
- Form E (notice of ordinary and extraordinary dividends and other distributions)
- Form F (enterprise risk report)
- Holding Company web page.