{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1323.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1323.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1323.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1323.html"}],"law_id":84939,"edition_id":1,"section_id":84939,"structure_id":13290,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","history":"1977, c. 414, \u00a7 38.1-178.1:1; 1986, c. 562; 1992, c. 588; 1993, c. 158; 2014, c. 309.","full_text":"A\n\nNo person other than the issuer shall make a tender offer or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, such person would, directly or indirectly (or by conversion or by exercise of any right to acquire) be in control of the insurer. No person shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time the offer, request, or invitation is made or the agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, such person has filed with the Commission and has sent to the insurer a statement containing the information required by this section and the offer, request, invitation, agreement, or acquisition has been approved by the Commission pursuant to this article.B\n\nIf the merger or acquisition of an insurer not covered by subsection A causes or tends to cause a substantial lessening of competition in any line of insurance and such lessening of competition is detrimental to policyholders or the public in general, then the Commission may suspend such insurer’s license after giving the insurer 10 days’ notice and the opportunity to be heard.C\n\nAny notice issued pursuant to the provisions of subsection B shall be accompanied by a request for such information as required by § 38.2-1324. Any hearing held pursuant to the provisions of this section shall begin, unless waived by the insurer, within 40 days of the receipt by the Commission of all material required by this subsection.D\n\nFor purposes of this section, any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with the Commission, with a copy to the insurer, confidential notice of its proposed divestiture at least 30 days prior to the cessation of control. The Commission shall determine those instances in which the party or parties seeking to divest or to acquire a controlling interest in an insurer will be required to file for and obtain approval of the transaction. The information shall remain confidential until the conclusion of the transaction unless the Commission, in its discretion, determines that confidential treatment will interfere with enforcement of this section. If the statement referred to in subsection A is otherwise filed, this subsection shall not apply.E\n\nWith respect to a transaction subject to this section, the acquiring person may also be required to file a pre-acquisition notification as established by the Commission.F\n\nFor purposes of this section:\n\t\t\t“Domestic insurer” includes any person controlling a domestic insurer unless the person, as determined by the Commission, is either directly or through its affiliates primarily engaged in business other than the business of insurance.\n\t\t\t“Person” does not include any securities broker holding, in the usual and customary broker’s function, less than 20 percent of the voting securities of an insurance company or of any person that controls an insurance company.","order_by":null,"text":{"0":{"id":304340,"text":"No person other than the issuer shall make a tender offer or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if, after the consummation thereof, such person would, directly or indirectly (or by conversion or by exercise of any right to acquire) be in control of the insurer. No person shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer or any person controlling a domestic insurer unless, at the time the offer, request, or invitation is made or the agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, such person has filed with the Commission and has sent to the insurer a statement containing the information required by this section and the offer, request, invitation, agreement, or acquisition has been approved by the Commission pursuant to this article.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":304341,"text":"If the merger or acquisition of an insurer not covered by subsection A causes or tends to cause a substantial lessening of competition in any line of insurance and such lessening of competition is detrimental to policyholders or the public in general, then the Commission may suspend such insurer’s license after giving the insurer 10 days’ notice and the opportunity to be heard.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":304342,"text":"Any notice issued pursuant to the provisions of subsection B shall be accompanied by a request for such information as required by § 38.2-1324. Any hearing held pursuant to the provisions of this section shall begin, unless waived by the insurer, within 40 days of the receipt by the Commission of all material required by this subsection.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":304343,"text":"For purposes of this section, any controlling person of a domestic insurer seeking to divest its controlling interest in the domestic insurer, in any manner, shall file with the Commission, with a copy to the insurer, confidential notice of its proposed divestiture at least 30 days prior to the cessation of control. The Commission shall determine those instances in which the party or parties seeking to divest or to acquire a controlling interest in an insurer will be required to file for and obtain approval of the transaction. The information shall remain confidential until the conclusion of the transaction unless the Commission, in its discretion, determines that confidential treatment will interfere with enforcement of this section. If the statement referred to in subsection A is otherwise filed, this subsection shall not apply.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":304344,"text":"With respect to a transaction subject to this section, the acquiring person may also be required to file a pre-acquisition notification as established by the Commission.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":304345,"text":"For purposes of this section:\n\t\t\t“Domestic insurer” includes any person controlling a domestic insurer unless the person, as determined by the Commission, is either directly or through its affiliates primarily engaged in business other than the business of insurance.\n\t\t\t“Person” does not include any securities broker holding, in the usual and customary broker’s function, less than 20 percent of the voting securities of an insurance company or of any person that controls an insurance company.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":13290,"edition_id":1,"name":"Insurance Holding Companies","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":13289,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211609,"object_type":"structure","relational_id":13290,"identifier":"5","token":"38.2\/13\/5","url":"\/38.2\/13\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13289,"edition_id":1,"name":"Reports, Reserves and Examinations, Insurance Holding Companies, Reinsurance Intermediaries, and Managing General Agents","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211347,"object_type":"structure","relational_id":13289,"identifier":"13","token":"38.2\/13","url":"\/38.2\/13\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66587,"structure_id":13290,"section_number":"38.2-1322","catch_line":"Definitions","url":"\/38.2-1322\/","token":"38.2\/13\/5\/38.2-1322","metadata":false},{"id":84939,"structure_id":13290,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","url":"\/38.2-1323\/","token":"38.2\/13\/5\/38.2-1323","metadata":false},{"id":72444,"structure_id":13290,"section_number":"38.2-1324","catch_line":"Contents of application","url":"\/38.2-1324\/","token":"38.2\/13\/5\/38.2-1324","metadata":false},{"id":77095,"structure_id":13290,"section_number":"38.2-1325","catch_line":"Alternate filing materials","url":"\/38.2-1325\/","token":"38.2\/13\/5\/38.2-1325","metadata":false},{"id":54281,"structure_id":13290,"section_number":"38.2-1326","catch_line":"Approval by Commission","url":"\/38.2-1326\/","token":"38.2\/13\/5\/38.2-1326","metadata":false},{"id":82872,"structure_id":13290,"section_number":"38.2-1327","catch_line":"Time for hearing; order of Commission","url":"\/38.2-1327\/","token":"38.2\/13\/5\/38.2-1327","metadata":false},{"id":65563,"structure_id":13290,"section_number":"38.2-1328","catch_line":"Exemption","url":"\/38.2-1328\/","token":"38.2\/13\/5\/38.2-1328","metadata":false},{"id":71281,"structure_id":13290,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","url":"\/38.2-1329\/","token":"38.2\/13\/5\/38.2-1329","metadata":false},{"id":77796,"structure_id":13290,"section_number":"38.2-1330","catch_line":"Standards for transactions within an insurance holding company system; adequacy of surplus","url":"\/38.2-1330\/","token":"38.2\/13\/5\/38.2-1330","metadata":false},{"id":71817,"structure_id":13290,"section_number":"38.2-1330.1","catch_line":"Dividends and other distributions","url":"\/38.2-1330.1\/","token":"38.2\/13\/5\/38.2-1330.1","metadata":false},{"id":70122,"structure_id":13290,"section_number":"38.2-1331","catch_line":"Repealed","url":"\/38.2-1331\/","token":"38.2\/13\/5\/38.2-1331","metadata":false},{"id":84275,"structure_id":13290,"section_number":"38.2-1332","catch_line":"Examinations","url":"\/38.2-1332\/","token":"38.2\/13\/5\/38.2-1332","metadata":false},{"id":57304,"structure_id":13290,"section_number":"38.2-1332.1","catch_line":"Supervisory colleges","url":"\/38.2-1332.1\/","token":"38.2\/13\/5\/38.2-1332.1","metadata":false},{"id":62040,"structure_id":13290,"section_number":"38.2-1332.2","catch_line":"Group-wide supervision of internationally active insurance groups","url":"\/38.2-1332.2\/","token":"38.2\/13\/5\/38.2-1332.2","metadata":false},{"id":68581,"structure_id":13290,"section_number":"38.2-1333","catch_line":"Confidential treatment of information and documents","url":"\/38.2-1333\/","token":"38.2\/13\/5\/38.2-1333","metadata":false},{"id":56656,"structure_id":13290,"section_number":"38.2-1334","catch_line":"Revocation, suspension, or nonrenewal of insurer's license","url":"\/38.2-1334\/","token":"38.2\/13\/5\/38.2-1334","metadata":false},{"id":76185,"structure_id":13290,"section_number":"38.2-1334.1","catch_line":"Voting of securities, injunctions, and sequestration of voting securities","url":"\/38.2-1334.1\/","token":"38.2\/13\/5\/38.2-1334.1","metadata":false},{"id":57406,"structure_id":13290,"section_number":"38.2-1334.2","catch_line":"Recovery","url":"\/38.2-1334.2\/","token":"38.2\/13\/5\/38.2-1334.2","metadata":false},{"id":60684,"structure_id":13290,"section_number":"38.2-1334.2:1","catch_line":"Rules and regulations","url":"\/38.2-1334.2_1\/","token":"38.2\/13\/5\/38.2-1334.2_1","metadata":false},{"id":78719,"structure_id":13290,"section_number":"38.2-1334.2:2","catch_line":"Sanctions","url":"\/38.2-1334.2_2\/","token":"38.2\/13\/5\/38.2-1334.2_2","metadata":false},{"id":56478,"structure_id":13290,"section_number":"38.2-1334.2:3","catch_line":"Statutory construction and relationship to other laws","url":"\/38.2-1334.2_3\/","token":"38.2\/13\/5\/38.2-1334.2_3","metadata":false}],"previous_section":{"id":66587,"structure_id":13290,"section_number":"38.2-1322","catch_line":"Definitions","url":"\/38.2-1322\/","token":"38.2\/13\/5\/38.2-1322","metadata":false},"next_section":{"id":72444,"structure_id":13290,"section_number":"38.2-1324","catch_line":"Contents of application","url":"\/38.2-1324\/","token":"38.2\/13\/5\/38.2-1324","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1323\/","history_text":"

This law was first created in 1977. The record of its establishment is cataloged in chapter 414 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1977 \u201cActs\u201d aren\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1986, chapter 562; in 1992, chapter 588; in 1993, chapter 158; in 2014, chapter 309<\/a>.<\/p>","references":[{"id":72444,"section_number":"38.2-1324","catch_line":"Contents of application","order_by":null,"url":"\/38.2-1324\/"},{"id":77095,"section_number":"38.2-1325","catch_line":"Alternate filing materials","order_by":null,"url":"\/38.2-1325\/"},{"id":54281,"section_number":"38.2-1326","catch_line":"Approval by Commission","order_by":null,"url":"\/38.2-1326\/"},{"id":82872,"section_number":"38.2-1327","catch_line":"Time for hearing; order of Commission","order_by":null,"url":"\/38.2-1327\/"},{"id":65563,"section_number":"38.2-1328","catch_line":"Exemption","order_by":null,"url":"\/38.2-1328\/"},{"id":76185,"section_number":"38.2-1334.1","catch_line":"Voting of securities, injunctions, and sequestration of voting securities","order_by":null,"url":"\/38.2-1334.1\/"},{"id":78719,"section_number":"38.2-1334.2:2","catch_line":"Sanctions","order_by":null,"url":"\/38.2-1334.2_2\/"}],"refers_to":[{"id":72444,"section_number":"38.2-1324","catch_line":"Contents of application","order_by":null,"url":"\/38.2-1324\/"}],"permalink":{"id":211615,"object_type":"law","relational_id":84939,"identifier":"38.2-1323","token":"38.2\/13\/5\/38.2-1323","url":"\/38.2-1323\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1323\/","token":"38.2\/13\/5\/38.2-1323","dublin_core":{"Title":"Acquisition of control of insurers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1323","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> No person<\/span> other than the issuer shall make a tender offer or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security<\/span> of a domestic insurer<\/span> if, after the consummation thereof, such person<\/span> would, directly or indirectly (or by conversion or by exercise of any right to acquire) be in control of the insurer. No person<\/span> shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer<\/span> or any person<\/span> controlling a domestic insurer<\/span> unless, at the time the offer, request, or invitation is made or the agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, such person<\/span> has filed with the Commission<\/span> and has sent to the insurer a statement containing the information required by this section and the offer, request, invitation, agreement, or acquisition has been approved by the Commission<\/span> pursuant to this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the merger or acquisition of an insurer not covered by subsection A causes or tends to cause a substantial lessening of competition in any line of insurance<\/span> and such lessening of competition is detrimental to policyholders or the public in general, then the Commission<\/span> may suspend such insurer’s license after giving the insurer 10 days’ notice and the opportunity to be heard. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any notice issued pursuant to the provisions of subsection B shall be accompanied by a request for such information as required by § 38.2-1324<\/a>. Any hearing<\/span> held pursuant to the provisions of this section shall begin, unless waived by the insurer, within 40 days of the receipt by the Commission<\/span> of all material<\/span> required by this subsection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For purposes of this section, any controlling person<\/span> of a domestic insurer<\/span> seeking to divest its controlling interest in the domestic insurer<\/span>, in any manner, shall file with the Commission<\/span>, with a copy to the insurer, confidential notice of its proposed divestiture at least 30 days prior to the cessation of control. The Commission<\/span> shall determine those instances in which the party<\/span> or parties seeking to divest or to acquire a controlling interest in an insurer will be required to file for and obtain approval of the transaction. The information shall remain confidential until the conclusion of the transaction unless the Commission<\/span>, in its discretion, determines that confidential treatment will interfere with enforcement of this section. If the statement referred to in subsection A is otherwise filed, this subsection shall not apply. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> With respect to a transaction subject to this section, the acquiring person<\/span> may also be required to file a pre-acquisition notification as established by the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> For purposes of this section:\n\t\t\t“Domestic insurer<\/span>” includes any person controlling a domestic insurer<\/span> unless the person, as determined by the Commission<\/span>, is either directly or through its affiliates<\/span> primarily engaged in business other than the business of insurance.\n\t\t\t“Person” does not include any securities broker holding, in the usual and customary broker’s function, less than 20 percent of the voting securities of an insurance company<\/span> or of any person that controls an insurance company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACQUISITION OF CONTROL OF INSURERS (\u00a7 38.2-1323)\n\nA. No person other than the issuer shall make a tender offer or a request or\ninvitation for tenders of, or enter into any agreement to exchange securities\nfor, seek to acquire, or acquire, in the open market or otherwise, any voting\nsecurity of a domestic insurer if, after the consummation thereof, such person\nwould, directly or indirectly (or by conversion or by exercise of any right to\nacquire) be in control of the insurer. No person shall enter into an agreement\nto merge with or otherwise to acquire control of a domestic insurer or any\nperson controlling a domestic insurer unless, at the time the offer, request, or\ninvitation is made or the agreement is entered into, or prior to the acquisition\nof the securities if no offer or agreement is involved, such person has filed\nwith the Commission and has sent to the insurer a statement containing the\ninformation required by this section and the offer, request, invitation,\nagreement, or acquisition has been approved by the Commission pursuant to this\narticle.\n\nB. If the merger or acquisition of an insurer not covered by subsection A causes\nor tends to cause a substantial lessening of competition in any line of\ninsurance and such lessening of competition is detrimental to policyholders or\nthe public in general, then the Commission may suspend such insurer’s\nlicense after giving the insurer 10 days’ notice and the opportunity to be\nheard.\n\nC. Any notice issued pursuant to the provisions of subsection B shall be\naccompanied by a request for such information as required by § 38.2-1324.\nAny hearing held pursuant to the provisions of this section shall begin, unless\nwaived by the insurer, within 40 days of the receipt by the Commission of all\nmaterial required by this subsection.\n\nD. For purposes of this section, any controlling person of a domestic insurer\nseeking to divest its controlling interest in the domestic insurer, in any\nmanner, shall file with the Commission, with a copy to the insurer, confidential\nnotice of its proposed divestiture at least 30 days prior to the cessation of\ncontrol. The Commission shall determine those instances in which the party or\nparties seeking to divest or to acquire a controlling interest in an insurer\nwill be required to file for and obtain approval of the transaction. The\ninformation shall remain confidential until the conclusion of the transaction\nunless the Commission, in its discretion, determines that confidential treatment\nwill interfere with enforcement of this section. If the statement referred to in\nsubsection A is otherwise filed, this subsection shall not apply.\n\nE. With respect to a transaction subject to this section, the acquiring person\nmay also be required to file a pre-acquisition notification as established by\nthe Commission.\n\nF. For purposes of this section:\n\t\t\t“Domestic insurer” includes any person controlling a domestic\ninsurer unless the person, as determined by the Commission, is either directly\nor through its affiliates primarily engaged in business other than the business\nof insurance.\n\t\t\t“Person” does not include any securities broker holding, in the\nusual and customary broker’s function, less than 20 percent of the voting\nsecurities of an insurance company or of any person that controls an insurance\ncompany.\n\nHISTORY: 1977, c. 414, \u00a7 38.1-178.1:1; 1986, c. 562; 1992, c. 588; 1993, c.\n158; 2014, c. 309.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}