69O-143.046. Registration of Insurers

(1) Every insurer which is authorized to do business in this state and which is a member of an insurance holding company system shall register with the Office by April 1, except a foreign insurer subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of its domicile which are substantially similar to those contained in this rule and Rule 69O-143.047, F.A.C. Any insurer which becomes subject to registration under this rule after April 1 shall register within fifteen days after it becomes subject to registration. The Office may require any authorized insurer which is a member of a holding company system which is not subject to registration under this rule to furnish a copy of the registration statement or other information filed by such insurance company with the insurance regulatory authority of domiciliary jurisdiction.

(2) All filings required by this rule shall be submitted electronically to the Office via the Regulatory Electronic Filing System, “REFS” at http://www/floir.com/iportal.

(3) Every insurer subject to registration shall file a registration statement on a Form OIR-D0-516, incorporated by reference in paragraph 69O-143.046(15)(a), F.A.C. The form shall provide current information about:

(a) The capital structure, general financial condition, ownership and management of the insurer and any person controlling the insurer;

(b) The identity and relationship of every member of the insurance holding company system;

(c) The following agreements in force and transactions currently outstanding or which have occurred during the last calendar year between the insurer and its affiliates:

1. Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates;

2. Purchases, sales, or exchanges of assets;

3. Transactions not in the ordinary course of business;

4. Guarantees or undertakings for the benefit of an affiliate which 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;

5. All management and service contracts and all cost-sharing arrangements;

6. Reinsurance agreements;

7. Dividends and other distributions to shareholders; and,

8. Consolidated tax allocation agreements.

(d) 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;

(e) If requested by the Office, the insurer shall include financial statements of or within an insurance holding company system, including all affiliates. Financial statements may include but are not limited to annual audited financial statements filed with the U.S. Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended. An insurer required to file financial statements pursuant to this paragraph may satisfy the request by providing the Office with the most recently filed parent corporation financial statements that have been filed with the SEC;

(f) 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 Office; and,

(g) 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.

(4) All registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement filed on a Form OIR-A1-2116, incorporated by reference in paragraph 69O-143.046(15)(b), F.A.C.

(5) No information need be disclosed on the registration statement filed pursuant to subsection (3) of this rule, if such information is not material for the purposes of this rule and Rule 69O-143.047, F.A.C. Unless the Office by rule, regulation or order provides otherwise, sales, purchases, exchanges, loans, or extensions of credit, or investments, involving one-half of 1% or less of an insurer’s admitted assets as of the prior year end shall not be deemed material for purposes of this section.

(6) Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions on an amended Form OIR-D0-516 incorporated by reference in paragraph 69O-143.046(15)(a), F.A.C., within fifteen calendar days after the end of the month in which it learns of each such change or addition. The amended Form OIR-D0-516 should only address those items which are being amended, and should include at the top of the cover page “Amendment No. [insert number] to Form B for [insert year].” Notwithstanding the provisions of this paragraph, dividends and other distributions to shareholders are to be reported to the Office pursuant to Section 628.371, F.S.

(7) In addition to the registration statement required in subsection (3), each registered insurer, except foreign insurers subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of its domicile which are substantially similar to those contained in this rule and Rule 69O-143.047, F.A.C., shall also provide on Form OIR-A1-2118, incorporated by reference in paragraph 69O-143.046(15)(c), F.A.C., the information required under section 628.801(2), F.S.

(8) The Office shall terminate the registration of any insurer which demonstrates that it no longer is a member of an insurance holding company system.

(9) The Office may require or allow two or more affiliated insurers subject to registration hereunder to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statement.

(10) The Office may allow an insurer which is authorized to do business in this state and which is part of an insurance holding company system to register on behalf of any affiliated insurer which is required to register under subsection (1) of this rule, and to file all information and material required to be filed under this rule.

(11) The provisions of this rule shall not apply to any insurer, information or transaction if and to the extent that the Office by rule, regulation, or order shall exempt the same from the provisions of this rule.

(12) Any person may file with the Office 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 rule which may arise out of the insurer’s relationship with such person unless and until the Office disallows such a disclaimer. A disclaimer of affiliation shall be deemed to have been granted unless the Office, within thirty (30) calendar days following the receipt of a complete disclaimer, notifies the filing party that it is disallowed.

(13) Any person within an insurance holding company system subject to registration shall be required to provide complete and accurate information to an insurer, where such information is reasonably necessary to enable the insurer to comply with the provisions of this rule chapter.

(14) The failure to file a registration statement or any amendment thereto required by this rule within the time specified for such filing shall be a violation of this rule.

(15) The following forms are hereby incorporated by reference:

(a) Form OIR-D0-516, “Form B ‒ Insurance Company Holding System Annual Registration Statement,” effective 09/18, available at http://www.flrules.org/Gateway/reference.asp?No=Ref-11238;

(b) Form OIR-A1-2116, “Form C ‒ Summary of Changes to Registration Statement,” effective 09/18, available at http://www.flrules.org/Gateway/reference.asp?No=Ref-11239; and,

(c) Form OIR-A1-2118, “Form F ‒ Enterprise Risk Report,” effective 09/18, available at http://www.flrules.org/Gateway/reference.asp?No=Ref-11240.

Rulemaking Authority 624.308, 628.801 FS. Law Implemented 624.307(1), 624.317, 624.424, 628.251, 628.461, 628.801 FS. History–New 12-16-70, Formerly 4-26.02, Amended 6-7-90, 1-30-91, Formerly 4-26.002, 4-143.046, Amended 5-31-16, 7-30-17, 12-26-19.