CurrentIdaho Department of InsurancePolicy N/A

Rules Pertaining to Idaho Acquisitions of Control and Insurance Holding Company Systems

Customize your policy alerts

Sign up for all Idaho Department of Insurance policy alerts

Know when Idaho Department of Insurance releases new policies or updates existing guidance.

Monitor payer policy activity

Receive email alerts as soon as relevant payer policies are published or updated.

Establishes Idaho requirements for acquisitions of control and insurance holding company systems, including definitions, administrative procedures, forms, and filings for insurers and other regulated entities.

Policy Summary

PayerIdaho Department of Insurance

PolicyRules Pertaining to Idaho Acquisitions of Control and Insurance Holding Company Systems

Policy CodePolicy N/A

Change TypeAdministrative and operational requirements

Effective DateN/A

Next Review DateN/A

Key ActionFile Form A and Form E when required under Idaho Code Section 41-3804.

SourceLink

POLICY UPDATE CHANGES

No material clinical or coverage changes in this revision.

6Required regulatory forms

15 daysForm B amendment deadline

15 business daysShareholder distribution reporting deadline

10%Ownership disclosure threshold

OpenPayer is powered by Trek Health's payer performance platform. Trek continuously ingests, validates, and normalizes Transparency in Coverage data alongside payer policies and other commercial payer data to create a structured payer intelligence foundation. OpenPayer uses this foundation to deliver personalized search results, dynamically generated policy pages, and tailored policy monitoring based on each user's payers, specialties, billing codes, and areas of interest. The same intelligence powers broader payer performance workflows, including reimbursement benchmarking, contract evaluation, payer negotiations, and financial decision-making.

CurrentIdaho Department of InsurancePolicy N/A

Rules Pertaining to Idaho Acquisitions of Control and Insurance Holding Company Systems

Customize your policy alerts

Sign up for all Idaho Department of Insurance policy alerts

Know when Idaho Department of Insurance releases new policies or updates existing guidance.

Monitor payer policy activity

Receive email alerts as soon as relevant payer policies are published or updated.

Policy Summary

PayerIdaho Department of Insurance

PolicyRules Pertaining to Idaho Acquisitions of Control and Insurance Holding Company Systems

Policy CodePolicy N/A

Change TypeAdministrative and operational requirements

Effective DateN/A

Next Review DateN/A

Key ActionFile Form A and Form E when required under Idaho Code Section 41-3804.

SourceLink

POLICY UPDATE CHANGES

No material clinical or coverage changes in this revision.

6Required regulatory forms

15 daysForm B amendment deadline

15 business daysShareholder distribution reporting deadline

10%Ownership disclosure threshold

Service-agreement settlement frequency

Acquisition and Holding Company Requirements

Acquisition and pre-acquisition filings

Covered filing requirements include all of the following, as applicable:

ALL of the following

ALL of the following
- File Form A and Form E when a person is required to file under Idaho Code Section 41-3804.
- Domestic insurers or persons controlling domestic insurers proposing a qualifying merger or acquisition must file Form E.
- A non-domiciliary insurer licensed to do business in Idaho proposing a merger or acquisition pursuant to Idaho Code Section 41-3808 must file Form E.
Exception
- The acquisition is beyond the scope of Idaho Code Section 41-3808(2), so no pre-acquisition form is required.

Holding-company registration

Annual registration and alternative registration procedures include the following:

ALL of the following

An insurer required to register under Idaho Code Section 41-3809 must furnish the required information on Form B and Form C.
File a Form B amendment within 15 days after the end of any month in which a material change occurs in the annual registration statement.
Use one applicable registration procedure
- An authorized insurer may file a registration statement on behalf of affiliated insurers, including information about insurers not authorized to do business in Idaho.
- An authorized insurer may file a substantially similar domicile-state registration statement or report when it is the principal insurance company in the insurance holding company system and the report contains substantially similar information.

Affiliated transactions

For transactions subject to prior notice and applicable affiliated service arrangements:

ALL of the following

File Form D for a transaction requiring notice under Idaho Code Section 41-3810.
Applicable cost-sharing and management-service agreements must identify the services provided and the methods used to allocate costs.
Agreements must require timely settlement not less frequently than quarterly and compliance with the NAIC Accounting Practices and Procedure Manual.
Agreements must prohibit advances of funds by the insurer to an affiliate except to pay for services specified in the agreement.
The insurer must retain oversight of affiliate-provided functions and monitor services annually for quality assurance.

Dividends and distributions

Extraordinary distributions and shareholder distributions require the following:

ALL of the following

A request for approval of an extraordinary dividend or other extraordinary distribution must state the proposed amount, payment date, and whether consideration will be cash or other property.
For property distributions, provide a description, cost, fair market value, and basis for valuation.
Provide calculations supporting the extraordinary status, including applicable prior distributions, surplus, and income information.
Provide an intervening balance sheet and statement of income.
Explain the effect of the proposed distribution on surplus, the reasonableness of surplus relative to outstanding liabilities, and the adequacy of surplus for financial needs.

Form A acquisition-of-control filing

An acquisition-of-control filing must include all of the following:

ALL of the following

Identify the applicant, its affiliates, interrelationships, ownership or other basis of control, organization type, and domicile.
Provide biographical information and a third-party background check for the applicant, or for the applicant's directors, executive officers, and owners of 10% or more of its voting securities when the applicant is not an individual.
Describe the nature, source, and amount of the consideration, including borrowed funds, lenders, relationships, agreements, promissory notes, and security arrangements.
Describe the criteria used to determine the nature and amount of the consideration.
Describe future plans or proposals involving extraordinary dividends, liquidation, asset sales, mergers, or material changes in operations, structure, or management.

Form B annual registration statement

An annual Form B registration statement must include all of the following:

ALL of the following

Identify each insurer, its addresses, the date and method by which it became part of the insurance holding company system, and the method by which control is acquired and maintained.
Provide a chart or listing showing all affiliated persons, their interrelationships, voting-security ownership percentages, basis of control, organization type, and domicile.
Identify the ultimate controlling person, including its addresses, organization, principal business, 10% or greater voting-security holders, and relevant reorganization or liquidation proceedings.
Provide biographical information for the ultimate controlling person's directors and executive officers, including occupations and positions during the preceding five years and criminal convictions other than minor traffic violations.

Form C change summary

Form C must summarize reportable changes from the prior annual registration statement:

ALL of the following

Describe all reportable changes with specific references to Form B item numbers and relevant terms.
Report changes in Form B Item 2 ownership percentages when they result in ownership or holdings of 10% or more of voting securities, loss or transfer of control, or acquisition or loss of a partnership interest.
Report Form B Item 4 personnel changes when an individual becomes a director or executive officer of the ultimate controlling person for the first time, terminates those responsibilities, or is named president of the ultimate controlling person.
Describe changes to transactions disclosed in the prior annual registration statement.
For transactions completed since the prior statement, provide the mode of completion and any flow of funds between affiliates.

Form D prior notice

A Form D prior notice must include all of the following:

ALL of the following

For each transaction party, provide the name, home office address, principal executive office address, organizational structure, and nature of business operations.
Describe each party's relationship to the insurer filing the notice, including ownership or debtor-creditor interests.
For a transaction with a non-affiliate, identify affiliates that will receive all or a substantial part of the proceeds.
State whether notice is being given under the applicable subsection of Idaho Code Section 41-3810(2)(a) through (g).
Describe the nature of the transaction.

Form D prior-notice transaction requirements

For a covered transaction requiring prior notice, the filing must include all of the following:

ALL of the following

Identify each transaction party, including name, addresses, organizational structure, business operations, relationships, and relevant affiliates.
State the applicable statutory notice category, the nature of the transaction, and the proposed effective date.
Explain how the transaction meets the fair-and-reasonable standard of Idaho Code Section 41-3810(1)(a).
Provide the amount and source of funds, securities, property, or other consideration; transaction terms; valuation and valuation basis; duration; related agreements; and the effect on the insurer's surplus.
For loans, extensions of credit, or guarantees, state the maximum obligation, termination date, and provisions for interest accrual or deferral.

Special transaction and agreement requirements

Apply the requirements corresponding to the type of transaction or agreement:

ONE of

For a loan or extension of credit to a non-affiliate, describe any arrangement under which proceeds will be used for an affiliate, and provide the funds, consideration, valuation, and surplus-effect information.
For reinsurance or reinsurance pooling agreements and modifications, report the ceded or assumed liability, duration, consideration, any affiliate asset-transfer arrangement, and effect on surplus.
For management or service agreements, describe responsibilities or services, duration, compensation, and payment terms.
For cost-sharing arrangements, describe the purpose, duration, covered costs, accounting basis, policyholder-surplus effect, cost-versus-market allocation methodology, rationale for market-based charges, and compliance with the NAIC Accounting Practices and Procedure Manual.

Form E competitive-impact requirements

A Form E competitive-impact notification must include all of the following:

ALL of the following

Identify the persons involved in the proposed acquisition or change in corporate control.
Identify affiliated companies and describe their affiliations.
Describe the nature and purpose of the proposed merger or acquisition.
Describe the nature of the business conducted by each identified person and affiliate.
State the current market and market share in each relevant Idaho insurance market.

Form F enterprise-risk requirements

The Form F enterprise-risk report must satisfy one of the following alternatives:

ONE of

Report material developments not disclosed in the applicable annual registration statement, including strategy, internal audit, compliance, risk management, acquisitions or disposals, ownership changes of 10% or more of voting securities, regulatory activity, litigation, business plans, supervisory-college concerns, capital resources, distributions, rating developments, guarantees, liquidity, or other developments that could adversely affect the insurance holding company system.
If no information is disclosed under the enterprise-risk item, affirm that, to the best of the registrant's or applicant's knowledge and belief, no enterprise risk subject to disclosure was identified.

Forms, Thresholds, and Regulatory Deadlines

Required regulatory formsmixed

Form A	Statement regarding acquisition of control of or merger with a domestic insurer
Form B	Annual registration statement for insurers in an insurance holding company system
Form C	Summary of annual registration
Form D	Notice filing for transactions subject to prior notice
Form E	Pre-acquisition notification
Form F	Enterprise risk report

Extension request deemed granted

Request statusDeemed granted unless the Director enters an order denying the request.

PeriodTwenty-eight (28) days after receipt.

Applies toRequests for additional time to file information, documents, or reports that are unknown or unavailable.

Form B material-change amendment

FilingAmendment to Form B.

DeadlineWithin fifteen (15) days after the end of any month in which there is a material change.

Required format

Required Filing and Compliance Actions

Documentation Required

Acquisition and Control Filings

File acquisition-of-control statements on the required forms when Section 41-3804 applies. Furnish the required information on Form A and Form E as applicable, and use the prescribed filing procedures for acquisitions involving domestic insurers or insurers deemed domestic under Section 41-3804(1)(d).

Submit the required acquisition-of-control statement on Form A.
Include the required pre-acquisition notification on Form E when applicable.
For a Section 41-3804(1)(d) insurer, identify the domestic insurer as a subsidiary of the holding company and interpret Form A references to the insurer accordingly.

Documentation Required

Annual Insurer Registration

An insurer required to file an annual registration statement under Section 41-3809 must furnish the required information on Form B.

File the annual insurer registration statement using Form B.

Defined Terms and Interpretive Concepts

The Act

NameIdaho Acquisitions of Control and Insurance Holding Company Systems Regulatory Act.

LocationTitle 41, Chapter 38, Idaho Code.

PurposeThe rules establish procedures to carry out the Act and protect Idaho policyholders and shareholders.

Written interpretations

MeaningWritten statements issued by the agency concerning interpretation of the chapter's rules or documentation of compliance.

AvailabilityAvailable for public inspection and copying at cost.

Location

Policy Summary

PayerIdaho Department of Insurance

PolicyRules Pertaining to Idaho Acquisitions of Control and Insurance Holding Company Systems

Policy CodePolicy N/A

Change TypeAdministrative and operational requirements

Effective DateN/A

Next Review DateN/A

Key ActionFile Form A and Form E when required under Idaho Code Section 41-3804.

SourceLink

On This Page

An unauthorized insurer may use the alternative procedure with the Director's prior approval.

An insurer may use consolidated registration without prior approval, subject to the Director's authority to require individual filings for clarity, administration, or the public good.

The insurer's books, records, funds, and invested assets must remain its property and subject to its control.

Agreements must address termination, indemnification, Director access to books and records, receivership continuity, and continued infrastructure support.

A registered insurer must report all dividends and other shareholder distributions to the Director within 15 business days after declaration, including the information required for extraordinary-distribution calculations.

State the voting securities to be acquired, the terms of the proposal, and how its fairness was determined.

Report existing ownership, contracts, arrangements, or understandings concerning voting securities, including transfer, joint venture, loan, option, guarantee, profit or loss, and proxy arrangements.

Describe purchases and recommendations involving voting securities during the 12 calendar months preceding the filing and agreements with broker-dealers.

Attach required financial statements, exhibits, and three-year financial projections, including applicable historical financial statements and certifications.

Provide required signatures and certification by an authorized officer.

Provide the Form F enterprise-risk information within 15 days after the end of the month in which control is acquired.

Describe specified affiliate transactions and agreements, including investments, asset transfers, guarantees, management and service agreements, cost-sharing arrangements, reinsurance, dividends, tax allocation agreements, and pledges.

Materiality condition

Disclose the transaction or agreement because it is material for purposes of Idaho Code Section 41-3809.
The transaction is not within the generally non-material category of sales, purchases, exchanges, loans, credit extensions, investments, or guarantees involving 0.5% or less of the registrant's admitted assets as of the preceding December 31.

Describe applicable litigation or administrative proceedings involving the ultimate controlling person or its directors or executive officers.

Provide the required financial statements and exhibits, including applicable annual reports and proxy materials.

Prepare and file Form C with Form B.

Include the required signatures and certification.

State that transactions entered into since the prior annual registration statement were not part of a plan or series intended to avoid statutory thresholds and regulatory review.

Include the required signature and certification.

Explain how the transaction meets the fair-and-reasonable standard of Idaho Code Section 41-3810(1)(a).

For investments, guarantees, or other arrangements, state the effective period and any extension or renewal provisions.

Provide five years of historical market and market-share data for each identified person and affiliate and identify the source of the data.

Determine whether the proposed merger or acquisition would violate Idaho's competitive standards.

If competitive standards would be violated, explain why the transaction would not substantially lessen competition or create a monopoly in Idaho.

File in Form B format and report only the items being amended.

Termination of registration deemed granted

Request statusDeemed granted unless the Director notifies the registrant otherwise.

PeriodThirty (30) days after the Director receives the request.

Applies toRequests for termination of registration.

Service-agreement settlement frequency

Agreement typeCost-sharing services and management services agreements.

Settlement requirementTimely settlement is required not less frequently than on a quarterly basis.

Additional complianceThe agreement must comply with the Accounting Practices and Procedures Manual.

Shareholder distribution reporting

Reportable paymentsAll dividends and other distributions to shareholders.

DeadlineWithin fifteen (15) business days following declaration.

RecipientThe Director.

Applicant owner background information

Covered ownersOwners of ten percent (10%) or more of the applicant's voting securities.

Required informationBiographical information and a third-party background check.

Related personsThe requirement also covers specified directors and executive officers when the applicant is not an individual.

Voting-security ownership disclosure threshold

Disclosure thresholdTen percent (10%) or more of voting securities.

Relevant filingsThe threshold applies to specified Form A, Form B, and Form C disclosures.

Ownership effectsReportable changes may include ownership or holdings at or above the threshold, loss or transfer of control, or acquisition or loss of a partnership interest.

Generally non-material transaction threshold

ThresholdOne-half of one percent (0.5%) or less of the registrant's admitted assets.

Measurement dateAdmitted assets are measured as of the preceding December 31.

EffectSpecified sales, purchases, exchanges, loans, extensions of credit, investments, or guarantees at or below this level are not deemed material.

Form F enterprise risk management filing deadline

FilingForm F enterprise risk management information.

DeadlineWithin fifteen (15) days after the end of the month in which acquisition of control occurs.

Responsible partyThe applicant agrees to provide the information to the best of its knowledge and belief.

Recent voting-security activity lookback

Lookback periodThe twelve (12) calendar months preceding the filing of the statement.

Covered activityPurchases of voting securities of the insurer.

Additional activityRecommendations to purchase voting securities are also covered.

Non-life insurer transaction notice exemption

Covered insurersNon-life insurers.

Exemption thresholdThe maximum amount must be less than the lesser of three percent (3%) of admitted assets or twenty-five percent (25%) of surplus as regards policyholders.

Measurement dateBoth measures are determined as of the preceding December 31.

Life insurer transaction notice exemption

Covered insurersLife insurers.

Exemption thresholdThe maximum amount must be less than three percent (3%) of admitted assets.

Measurement dateAdmitted assets are measured as of the preceding December 31.

Reinsurance notice exemption

Covered transactionA reinsurance agreement or modification thereto.

Exemption thresholdThe reinsurance premium or change in liabilities in any of the next three (3) years must be less than five percent (5%) of surplus as regards policyholders.

Measurement dateSurplus as regards policyholders is measured as of the preceding December 31.

Shareholder-change enterprise-risk reporting trigger

Reporting triggerChanges in shareholders exceeding ten percent (10%) or more of voting securities.

Required filingThe change must be identified in the enterprise risk report.

Reporting contextThe disclosure concerns changes in shareholders of the insurance holding company system.

Observe the applicable Idaho holding-company-system filing requirements.

Note

Follow Acquisition and Holding Company System Procedures

Follow the procedural requirements in IDAPA 18.01.23 for acquisitions of control and insurance holding company systems, including the applicable filing, amendment, registration, notice, and form requirements administered by the Director.

Use the prescribed Forms A through F when applicable.
Provide information necessary to make filings complete and not misleading.
Comply with the Director’s procedural requirements under Title 41, Chapter 38, Idaho Code.

Documentation Required

Request an Extension for Unavailable Filing Information

If required information, a document, or a report is impractical to furnish when due, file a separate document identifying the missing material, explaining why it is unavailable or impractical to provide, and requesting an extension to a specified date. The extension is deemed granted unless the Director denies it by order within 28 days after receipt.

Identify the information, document, or report that is unavailable.
Explain why filing it when required is impractical.
Request an extension through a specified filing date.
Monitor the 28-day period for a denial order.

Prior Authorization

File Acquisition-of-Control Forms

A person required to file a statement under Section 41-3804 must submit the required information on Form A and also furnish the required Form E information described in the pre-acquisition-notification provisions.

File Form A for the acquisition-of-control statement.
Provide Form E information when the acquisition requires pre-acquisition notification.

Prior Authorization

Submit and Update Pre-Acquisition Filings

Promptly advise the Director of any change to information furnished on Form A that arises after filing but before the Director disposes of the application. File Form E for covered proposed mergers or acquisitions by a domestic insurer, a person controlling a domestic insurer, or a licensed non-domiciliary insurer; no Form E is required for a non-domiciliary acquisition outside Section 41-3808.

Update Form A information before the application is decided.
Submit Form E for covered domestic-insurer and non-domiciliary-insurer transactions.
Confirm whether a non-domiciliary transaction falls within Section 41-3808.

Documentation Required

Provide Competitive-Impact Expert Opinion When Requested

In addition to the information required by Form E, the Director may require an expert opinion addressing the competitive impact of the proposed acquisition.

Provide the competitive-impact expert opinion if requested by the Director.

Documentation Required

Maintain Annual Holding-Company Registration Filings

An insurer required to file annual registration information under Section 41-3809 must file Form B. Amend Form B within 15 days after the end of any month in which a material change occurs, using the amendment format and identifying the change date.

File Form B for the annual registration statement.
File material-change amendments within 15 days after the end of the month in which the change occurs.
Label the cover page with the amendment number and year and report only amended items.

Note

Use Alternative or Consolidated Registrations

An authorized insurer may file a registration statement for affiliated insurers and may include insurers in the holding company system that are not authorized to do business in Idaho. Alternative or consolidated filings are permitted when the filing contains substantially similar Form B information and the filing insurer is the system’s principal insurance company.

State facts supporting the filing insurer’s status as principal insurer.
Obtain the Director’s prior approval before an unauthorized insurer uses the authorized-insurer procedures.
Use consolidated registration provisions without prior approval when permitted, while recognizing that the Director may require individual filings.

Unsupported block type: documentation

Documentation Required

File Affiliated-Transaction Notice and Compliant Service Agreements

File Form D for transactions requiring prior notice under Section 41-3810 and maintain compliant cost-sharing and management-service agreements. Agreements must address services, cost allocation, timely settlement, insurer oversight, records, property and funds, termination, indemnification, and the Director’s access and rights.

Identify the service provider and services and specify cost-allocation methods.
Require settlement at least quarterly and compliance with the Accounting Practices and Procedures Manual.
Keep the insurer’s books, records, funds, and invested assets under the insurer’s ownership and control.
Provide the Director immediate access to applicable books and records.
Address termination, indemnification, receivership, seizure, and continued system availability.

Documentation Required

Submit Enterprise Risk Report

The ultimate controlling person of an insurer required to file an enterprise risk report under Section 41-3809(12) must furnish the required information on Form F.

Submit Form F for the required enterprise risk report.
Identify the ultimate controlling person responsible for the filing.

Prior Authorization

Request Approval for Extraordinary Distributions

Requests for approval of an extraordinary dividend or other extraordinary distribution must include the proposed amount, payment date, form and valuation of the distribution, supporting calculations, interim financial statements, and an explanation of the effect on surplus and financial needs.

Describe whether the distribution is cash or property and provide cost and fair-market-value information for property.
Include calculations and the relevant prior 12-month dividend and distribution history.
Provide the required surplus, income, balance-sheet, and statement-of-income information.
Explain the effect on surplus, liabilities, and financial needs.

Documentation Required

Report Shareholder Distributions

Each registered insurer must report dividends and other shareholder distributions to the Director within 15 business days after declaration, including the information required by the extraordinary-distribution provisions.

Report the distribution within 15 business days after declaration.
Include the information required by Subsection 027.01.d.

Documentation Required

Form A Acquisition-of-Control Application Disclosures

A Form A acquisition-of-control application must identify the applicant and provide detailed information about associated individuals, financing, future plans, voting securities, ownership, and arrangements affecting control.

Provide biographical affidavits and third-party background checks for specified directors, executive officers, and 10% owners.
Describe the nature, source, and amount of consideration, including loans, lenders, relationships, agreements, notes, and security arrangements.
Describe plans for extraordinary dividends, liquidation, asset sales, mergers, or material operational, structural, or management changes.
State voting securities to be acquired, offer terms, and the method used to determine fairness.
Report beneficial ownership and rights to acquire each class of voting security.
Describe voting-security contracts, arrangements, understandings, options, guarantees, and proxies.

Documentation Required

Acquisition Filing Attachments and Certification

Attach the financial statements, exhibits, projections, certifications, and other supporting documents required for Form A. Financial statements generally must cover the preceding five fiscal years when available and include the applicable independent-accountant certification or permitted insurance-statement basis.

List attached financial statements, exhibits, and three-year financial projections.
Include the required independent public accountant certificate unless a permitted insurance-statement exception applies.
Attach tender offers, exchange offers, acquisition agreements, soliciting materials, proposed employment or management contracts, and the last two fiscal years of annual reports when applicable.
Agree to provide Form F information within 15 days after the end of the month in which control occurs.
Include the required authorized-officer signature and certification under oath or affirmation.

Documentation Required

Form B Annual Registration Statement

The Form B annual registration statement must identify each registrant and covered insurance company, provide contact information, describe how control was acquired and maintained, and present the complete holding-company-system structure.

Provide insurer names, addresses, executive offices, system-entry dates, and control methods.
Include an organizational chart or listing showing all affiliated persons, ownership percentages, control bases, organization types, and jurisdictions.
Identify the ultimate controlling person, 10% owners, organizational structure, business, and relevant court proceedings.
Describe required transactions and agreements with affiliates, including investments, asset transfers, guarantees, services, reinsurance, dividends, tax allocation, and stock pledges.

Documentation Required

Annual Registration Supporting Records

Support Form B with the required litigation, administrative, financial, exhibit, and other records. Disclose material proceedings and transactions, provide the required financial statements and certifications or permitted alternatives, attach annual reports and proxy materials, and prepare Form C with the registration statement.

Describe specified criminal, regulatory, solvency, bankruptcy, receivership, and reorganization proceedings.
Provide financial statements for the ultimate controlling person and the required accountant certification or permitted insurer or individual alternative.
Attach the latest annual reports to shareholders, proxy materials, and other documents required by Form B or the rules.
Include a statement that transactions are not part of a plan designed to avoid statutory thresholds and review.
Prepare and file Form C with Form B.

Documentation Required

Form C Summary of Changes

Prepare Form C by describing all items in the current annual registration statement that changed from the prior year, with specific Form B item references and enough detail for the Director to evaluate the changes.

Report ownership changes resulting in ownership or holdings of 10% or more, loss or transfer of control, or acquisition or loss of a partnership interest.
Report specified changes in directors, executive officers, and the president of the ultimate controlling person.
Describe changes to previously disclosed transactions, including completion method and affiliate fund flows.
Certify that subsequent transactions are not part of a plan or series intended to avoid statutory thresholds and review.
Sign and certify Form C through an authorized representative.

Documentation Required

Form D Prior Notice of Transaction

File Form D for each transaction requiring prior notice under Section 41-3810. Identify all parties and relationships, classify the statutory basis, describe the transaction and fair-and-reasonable standard, and state the proposed effective date.

Provide each party’s name, addresses, organization type, business operations, and relationship to the filing insurer.
Identify affiliates receiving transaction proceeds when the transaction is with a non-affiliate.
State whether notice is filed under Section 41-3810(2)(a) through (g).
Describe the nature of the transaction and how it meets the fair-and-reasonable standard.
Provide the proposed effective date.

Prior Authorization

Prior Notice of Covered Transaction

Submit prior notice for covered transactions under Section 41-3810, including specified sales, purchases, exchanges, loans, extensions of credit, guarantees, investments, reinsurance arrangements, pooling arrangements, and related transactions when the statutory notice requirements apply.

Review each transaction against the applicable Section 41-3810 category and threshold.
Provide notice for all reinsurance pooling agreements and modifications.
Apply the applicable exceptions for qualifying loans, guarantees, investments, and reinsurance transactions.

Documentation Required

Transaction Financial Documentation

For covered transactions, provide the consideration, funding source, terms, valuation, agreements, financial effect, and applicable thresholds. For non-cash consideration, state cost and fair market value and explain the valuation basis.

Describe amounts and sources of funds, securities, property, or other consideration.
State the maximum obligation and termination date for loans, extensions of credit, or guarantees.
Describe interest accrual or deferral, extensions or renewals, and the effect on surplus.
For non-affiliate loans or credit, explain how proceeds will benefit an affiliate and describe the related funds and valuation.

Documentation Required

Reinsurance Transaction Notice

For reportable reinsurance or pooling transactions, describe the known or estimated liability ceded or assumed for each calendar year, the agreement term, consideration, surplus effect, and any arrangement to transfer consideration assets to affiliates.

Report reinsurance agreements or modifications meeting the statutory notice criteria.
Provide notice for all reinsurance pooling agreements and modifications.
Apply the five-percent surplus exception only when its conditions are met.

Documentation Required

Management and Cost-Sharing Agreement Filing

For management, service, and cost-sharing agreements, describe responsibilities, services, duration, compensation, covered costs, accounting and allocation methods, surplus effect, and compliance with the NAIC Accounting Practices and Procedures Manual.

State whether proposed cost charges are based on cost or market and justify any market-based allocation.
Describe each party’s expenses and the accounting basis for calculating costs.
Include the agreement’s duration, payment terms, and effect on policyholder surplus.

Prior Authorization

Pre-Acquisition Competitive-Impact Notification

Submit Form E pre-acquisition notification for a covered merger or acquisition and provide the required market and competitive-impact information. Identify the parties and affiliates, describe the transaction and businesses, report current and five-year historical market-share data, and address Idaho’s competitive standards.

Name and address the persons providing notice and their affiliated companies and describe affiliations.
State the nature and purpose of the proposed merger or acquisition.
Describe the business of each identified person.
Provide current and five-year historical market and market-share data and identify the data source.
Determine whether the transaction would violate Section 41-3808(4) and justify why it would not substantially lessen competition or create a monopoly if applicable.

Documentation Required

Enterprise Risk Reporting

Submit Form F enterprise-risk information for material risks not already disclosed in the applicable annual registration statement. Report developments affecting strategy, audit, compliance, regulatory matters, litigation, capital, ratings, guarantees, liquidity, and the holding company system’s financial or operational condition.

Report material strategy, internal-audit, compliance, and risk-management developments.
Report acquisitions or disposals, reallocations, ownership changes of 10% or more, investigations, regulatory activity, and litigation.
Provide the next 12 months’ business plan and strategies and supervisory-college concerns.
Identify capital resources, distribution patterns, rating-agency developments, guarantees, expected liquidity sources, and material adverse developments.
If no reportable enterprise risk exists, affirm that fact to the best of the registrant’s or applicant’s knowledge and belief.

Documentation Required

Signature and Certification

Required notices and forms must be signed and certified by an authorized officer under oath or affirmation. The certification must state that the signer is authorized, is familiar with the filing, and believes the facts are true to the best of the signer’s knowledge, information, and belief.

Execute the applicable signature block for Form D, Form E, Form A, Form B, or Form C.
Identify the applicant or registrant, signing officer, title, place, and date.
Include the required attestation and certification language.
Retain documentation supporting the signer’s authority and the accuracy of the filing.

Available at the agency's main office.

Executive Officer

Included rolesChief executive officer, chief operating officer, and chief financial officer.

Additional rolesTreasurer, secretary, controller, and individuals performing corresponding functions.

Title requirementThe definition applies regardless of the individual's title.

Ultimate Controlling Person

DefinitionThe person who is not controlled by any other person.

ContextThe term is used in identifying the controlling structure of an insurance holding company system.

Control testThe defining characteristic is the absence of control by another person.

Section 41-3802 terms

Statutory meaningTerms found in these rules and Idaho Code Section 41-3802 generally have the meanings provided there.

Other terminologyOther terminology follows Title 41, Idaho Code, when not otherwise defined.

Industry usageIndustry usage applies when terminology is not otherwise defined.

Summaries or Outlines

Required contentA brief statement of the pertinent provisions of the document.

Incorporation by referenceThe summary may incorporate particular parts of an exhibit or document currently on file with the Director and filed within three (3) years.

Identical exhibitsFor substantially identical documents, one copy may be filed with a schedule identifying omitted documents and material differences.

Material transaction

Covered transactionsSales, purchases, exchanges, loans, extensions of credit, investments, or guarantees.

ThresholdOne-half of one percent (0.5%) or less of the registrant's admitted assets.

Measurement dateAdmitted assets are measured as of the preceding December 31.

Insurance holding company system

Included entitiesThe registrant, its affiliates, and affiliated persons.

Required relationshipsThe system's interrelationships and voting-security ownership must be identified.

Other control basisAny other basis of control must also be identified.

Market

MeaningDirect written insurance premium in Idaho.

ScopeThe premium must relate to a line of business contained in the annual statement required for insurers licensed to do business in Idaho.

UseThe definition applies to the pre-acquisition competitive-impact notification.

Enterprise risk

DefinitionRisk as defined in Idaho Code Section 41-3802(3).

Included developmentsReportable developments that could affect the insurance holding company system.

ExamplesMaterial strategy, audit, compliance, regulatory, litigation, capital, rating, guarantee, liquidity, and other adverse developments.