{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1324.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1324.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1324.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1324.html"}],"law_id":72444,"edition_id":1,"section_id":72444,"structure_id":13290,"section_number":"38.2-1324","catch_line":"Contents of application","history":"1977, c. 414, \u00a7 38.1-178.1:2; 1986, c. 562; 2014, c. 309.","full_text":"A\n\nThe application filed with the Commission under \u00a7 38.2-1323 shall be made under oath or affirmation and shall contain the following information:1\n\nThe name and address of each acquiring person including:\n\t\t\t\ta. If the acquiring person is a natural person, his principal occupation, all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past 10 years; and\n\t\t\t\tb. If the acquiring person is not a natural person, (i) a report of the nature of its business operations during the existence of the acquiring person and any of its predecessors, not to exceed five years; (ii) an informative description of the business intended to be done by the person and the person’s subsidiaries; and (iii) a list of all individuals who are or who have been selected to become directors or executive officers of the person or who perform or will perform functions appropriate to those positions. The report shall include the information required by subdivision 1 a.2\n\nThe source, nature, and amount of the consideration used or to be used in effecting the acquisition of control, a description of any transaction in which funds were or are to be obtained for that purpose, and the identity of persons furnishing the consideration. However, where a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential if requested by the person filing the application;3\n\nFully audited financial information regarding the earnings and financial condition of each acquiring person during the existence of the acquiring person or the predecessors, not to exceed five years, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the application;4\n\nAny plans or proposals that each acquiring person may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management;5\n\nThe number of shares of any security of the insurer that each acquiring person proposes to acquire and the terms of the acquisition;6\n\nThe amount of each class of any such security that each acquiring person beneficially owns or has a right to acquire beneficial ownership of;7\n\nA full description of any contracts, arrangements, or understandings with respect to any security in which an acquiring person is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements, or understandings have been made;8\n\nA description of any acquiring person’s purchase of any such security during the 12 calendar months preceding the filing of the application, including the dates of purchases, names of the purchasers, and consideration paid or agreed to be paid for the security;9\n\nA description of any recommendations to purchase any such security made by any acquiring person or by any person based upon interviews or at the suggestion of any acquiring person during the 12 calendar months preceding the filing of the application;10\n\nCopies of all tender offers, requests or invitations for tenders of exchange offers and agreements to acquire or exchange any such security and of additional related soliciting material which has been distributed;11\n\nThe terms of any agreement, contract, or understanding made with any broker-dealer as to solicitation of these securities for tender and the amount of any associated fees, commissions, or other compensation to be paid to broker-dealers;12\n\nAn agreement by the person required to file the statement referred to in subsection A of § 38.2-1323 that it will provide the annual enterprise risk report specified in subsection L of § 38.2-1329, for so long as control exists;13\n\nAn acknowledgment by the person required to file the statement referred to in subsection A of § 38.2-1323 that the person and all subsidiaries within its control in the insurance holding company system will provide information to the Commission upon request as necessary to evaluate enterprise risk to the insurer; and14\n\nAny additional information the Commission may prescribe as necessary or appropriate for the protection of the policyholders or the public.B\n\nIf the person required to file the application referred to in § 38.2-1323 is a partnership, limited partnership, syndicate, or other group, the Commission may require that the information called for by subsection A be given with respect to (i) each partner of the partnership or limited partnership, (ii) each member of the syndicate or group, and (iii) each person who controls any partner or member. If any partner, member, or person is a corporation, or if the person required to file the application referred to in § 38.2-1323 is a corporation, the Commission may require that information be given for the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of the corporation as required by subsection A.C\n\nIf any material change occurs in the facts set forth in the application filed with the Commission and sent to an insurer pursuant to § 38.2-1323, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, shall be filed with the Commission and sent to the insurer within two business days after the person filing the application learns of the change.","order_by":null,"text":{"0":{"id":260941,"text":"The application filed with the Commission under \u00a7 38.2-1323 shall be made under oath or affirmation and shall contain the following information:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":260942,"text":"The name and address of each acquiring person including:\n\t\t\t\ta. If the acquiring person is a natural person, his principal occupation, all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past 10 years; and\n\t\t\t\tb. If the acquiring person is not a natural person, (i) a report of the nature of its business operations during the existence of the acquiring person and any of its predecessors, not to exceed five years; (ii) an informative description of the business intended to be done by the person and the person’s subsidiaries; and (iii) a list of all individuals who are or who have been selected to become directors or executive officers of the person or who perform or will perform functions appropriate to those positions. The report shall include the information required by subdivision 1 a.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":260943,"text":"The source, nature, and amount of the consideration used or to be used in effecting the acquisition of control, a description of any transaction in which funds were or are to be obtained for that purpose, and the identity of persons furnishing the consideration. However, where a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential if requested by the person filing the application;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":260944,"text":"Fully audited financial information regarding the earnings and financial condition of each acquiring person during the existence of the acquiring person or the predecessors, not to exceed five years, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the application;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":260945,"text":"Any plans or proposals that each acquiring person may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":260946,"text":"The number of shares of any security of the insurer that each acquiring person proposes to acquire and the terms of the acquisition;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":260947,"text":"The amount of each class of any such security that each acquiring person beneficially owns or has a right to acquire beneficial ownership of;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":260948,"text":"A full description of any contracts, arrangements, or understandings with respect to any security in which an acquiring person is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons with whom the contracts, arrangements, or understandings have been made;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":260949,"text":"A description of any acquiring person’s purchase of any such security during the 12 calendar months preceding the filing of the application, including the dates of purchases, names of the purchasers, and consideration paid or agreed to be paid for the security;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":260950,"text":"A description of any recommendations to purchase any such security made by any acquiring person or by any person based upon interviews or at the suggestion of any acquiring person during the 12 calendar months preceding the filing of the application;","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":260951,"text":"Copies of all tender offers, requests or invitations for tenders of exchange offers and agreements to acquire or exchange any such security and of additional related soliciting material which has been distributed;","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"A11"},"11":{"id":260952,"text":"The terms of any agreement, contract, or understanding made with any broker-dealer as to solicitation of these securities for tender and the amount of any associated fees, commissions, or other compensation to be paid to broker-dealers;","type":"section","prefixes":["A","11"],"prefix":"11","entire_prefix":"A11","prefix_anchor":"A11","level":2,"prior_prefix":"A10","next_prefix":"A12"},"12":{"id":260953,"text":"An agreement by the person required to file the statement referred to in subsection A of § 38.2-1323 that it will provide the annual enterprise risk report specified in subsection L of § 38.2-1329, for so long as control exists;","type":"section","prefixes":["A","12"],"prefix":"12","entire_prefix":"A12","prefix_anchor":"A12","level":2,"prior_prefix":"A11","next_prefix":"A13"},"13":{"id":260954,"text":"An acknowledgment by the person required to file the statement referred to in subsection A of § 38.2-1323 that the person and all subsidiaries within its control in the insurance holding company system will provide information to the Commission upon request as necessary to evaluate enterprise risk to the insurer; and","type":"section","prefixes":["A","13"],"prefix":"13","entire_prefix":"A13","prefix_anchor":"A13","level":2,"prior_prefix":"A12","next_prefix":"A14"},"14":{"id":260955,"text":"Any additional information the Commission may prescribe as necessary or appropriate for the protection of the policyholders or the public.","type":"section","prefixes":["A","14"],"prefix":"14","entire_prefix":"A14","prefix_anchor":"A14","level":2,"prior_prefix":"A13","next_prefix":"B"},"15":{"id":260956,"text":"If the person required to file the application referred to in § 38.2-1323 is a partnership, limited partnership, syndicate, or other group, the Commission may require that the information called for by subsection A be given with respect to (i) each partner of the partnership or limited partnership, (ii) each member of the syndicate or group, and (iii) each person who controls any partner or member. If any partner, member, or person is a corporation, or if the person required to file the application referred to in § 38.2-1323 is a corporation, the Commission may require that information be given for the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of the corporation as required by subsection A.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A14","next_prefix":"C"},"16":{"id":260957,"text":"If any material change occurs in the facts set forth in the application filed with the Commission and sent to an insurer pursuant to § 38.2-1323, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, shall be filed with the Commission and sent to the insurer within two business days after the person filing the application learns of the change.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1324\/","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 2 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 2014, chapter 309<\/a>.<\/p>","references":[{"id":84939,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","order_by":null,"url":"\/38.2-1323\/"},{"id":68581,"section_number":"38.2-1333","catch_line":"Confidential treatment of information and documents","order_by":null,"url":"\/38.2-1333\/"}],"refers_to":[{"id":84939,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","order_by":null,"url":"\/38.2-1323\/"},{"id":71281,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","order_by":null,"url":"\/38.2-1329\/"}],"permalink":{"id":211619,"object_type":"law","relational_id":72444,"identifier":"38.2-1324","token":"38.2\/13\/5\/38.2-1324","url":"\/38.2-1324\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1324\/","token":"38.2\/13\/5\/38.2-1324","dublin_core":{"Title":"Contents of application","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1324","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The application filed with the Commission<\/span> under \u00a7 38.2-1323<\/a> shall be made under oath<\/span> or affirmation and shall contain the following information: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name and address of each acquiring person<\/span> including:\n\t\t\t\ta. If the acquiring person<\/span> is a natural person, his principal occupation, all offices and positions held during the past five years, and any conviction<\/span> of crimes<\/span> other than minor<\/span> traffic violations during the past 10 years; and\n\t\t\t\tb. If the acquiring person<\/span> is not a natural person, (i) a report of the nature of its business operations during the existence of the acquiring person<\/span> and any of its predecessors, not to exceed five years; (ii) an informative description of the business intended to be done by the person and the person’s subsidiaries; and (iii) a list of all individuals who are or who have been selected to become directors or executive officers of the person or who perform or will perform functions appropriate to those positions. The report shall include the information required by subdivision 1 a. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The source, nature, and amount of the consideration used or to be used in effecting the acquisition of control, a description of any transaction in which funds were or are to be obtained for that purpose, and the identity of persons<\/span> furnishing the consideration. However, where a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential if requested by the person filing the application; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Fully audited financial information regarding the earnings and financial condition of each acquiring person<\/span> during the existence of the acquiring person<\/span> or the predecessors, not to exceed five years, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the application; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any plans or proposals that each acquiring person<\/span> may have to liquidate the insurer<\/span>, to sell its assets<\/span> or merge or consolidate it with any person, or to make any other material<\/span> change in its business or corporate structure or management; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The number of shares of any security of the insurer<\/span> that each acquiring person<\/span> proposes to acquire and the terms of the acquisition; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The amount of each class of any such security that each acquiring person<\/span> beneficially owns or has a right to acquire beneficial ownership of; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> A full description of any contracts<\/span>, arrangements, or understandings with respect to any security in which an acquiring person<\/span> is involved, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The description shall identify the persons<\/span> with whom the contracts<\/span>, arrangements, or understandings have been made; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> A description of any acquiring person<\/span>’s purchase of any such security during the 12 calendar months preceding the filing of the application, including the dates of purchases, names of the purchasers, and consideration paid or agreed to be paid for the security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> A description of any recommendations to purchase any such security made by any acquiring person<\/span> or by any person based upon interviews or at the suggestion of any acquiring person<\/span> during the 12 calendar months preceding the filing of the application; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> Copies of all tender offers, requests or invitations for tenders of exchange offers and agreements to acquire or exchange any such security and of additional related soliciting material<\/span> which has been distributed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> The terms of any agreement, contract<\/span>, or understanding made with any broker-dealer as to solicitation of these securities for tender and the amount of any associated fees, commissions<\/span>, or other compensation to be paid to broker-dealers; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> An agreement by the person required to file the statement referred to in subsection A of § 38.2-1323<\/a> that it will provide the annual enterprise risk<\/span> report specified in subsection L of § 38.2-1329<\/a>, for so long as control exists; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> An acknowledgment by the person required to file the statement referred to in subsection A of § 38.2-1323<\/a> that the person and all subsidiaries within its control in the insurance holding company system<\/span> will provide information to the Commission<\/span> upon request as necessary to evaluate enterprise risk<\/span> to the insurer<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> Any additional information the Commission<\/span> may prescribe as necessary or appropriate for the protection of the policyholders or the public. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the person required to file the application referred to in § 38.2-1323<\/a> is a partnership, limited partnership, syndicate, or other group, the Commission<\/span> may require that the information called for by subsection A be given with respect to (i) each partner of the partnership or limited partnership, (ii) each member of the syndicate or group, and (iii) each person who controls any partner or member. If any partner, member, or person is a corporation, or if the person required to file the application referred to in § 38.2-1323<\/a> is a corporation, the Commission<\/span> may require that information be given for the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding voting securities of the corporation as required by subsection A. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If any material<\/span> change occurs in the facts<\/span> set forth in the application filed with the Commission<\/span> and sent to an insurer<\/span> pursuant to § 38.2-1323<\/a>, an amendment setting forth the change, together with copies of all documents and other material<\/span> relevant to the change, shall be filed with the Commission<\/span> and sent to the insurer<\/span> within two business days after the person filing the application learns of the change. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONTENTS OF APPLICATION (\u00a7 38.2-1324)\n\nA. The application filed with the Commission under \u00a7 38.2-1323 shall be made\nunder oath or affirmation and shall contain the following information:\n\n 1. The name and address of each acquiring person including:\n \t\t\t\ta. If the acquiring person is a natural person, his principal occupation,\n all offices and positions held during the past five years, and any conviction\n of crimes other than minor traffic violations during the past 10 years; and\n \t\t\t\tb. If the acquiring person is not a natural person, (i) a report of the\n nature of its business operations during the existence of the acquiring person\n and any of its predecessors, not to exceed five years; (ii) an informative\n description of the business intended to be done by the person and the\n person’s subsidiaries; and (iii) a list of all individuals who are or\n who have been selected to become directors or executive officers of the person\n or who perform or will perform functions appropriate to those positions. The\n report shall include the information required by subdivision 1 a.\n\n 2. The source, nature, and amount of the consideration used or to be used in\n effecting the acquisition of control, a description of any transaction in\n which funds were or are to be obtained for that purpose, and the identity of\n persons furnishing the consideration. However, where a source of the\n consideration is a loan made in the lender’s ordinary course of\n business, the identity of the lender shall remain confidential if requested by\n the person filing the application;\n\n 3. Fully audited financial information regarding the earnings and financial\n condition of each acquiring person during the existence of the acquiring\n person or the predecessors, not to exceed five years, and similar unaudited\n information as of a date not earlier than 90 days prior to the filing of the\n application;\n\n 4. Any plans or proposals that each acquiring person may have to liquidate the\n insurer, to sell its assets or merge or consolidate it with any person, or to\n make any other material change in its business or corporate structure or\n management;\n\n 5. The number of shares of any security of the insurer that each acquiring\n person proposes to acquire and the terms of the acquisition;\n\n 6. The amount of each class of any such security that each acquiring person\n beneficially owns or has a right to acquire beneficial ownership of;\n\n 7. A full description of any contracts, arrangements, or understandings with\n respect to any security in which an acquiring person is involved, including\n but not limited to transfer of any of the securities, joint ventures, loan or\n option arrangements, puts or calls, guarantees of loans, guarantees against\n loss or guarantees of profits, division of losses or profits, or the giving or\n withholding of proxies. The description shall identify the persons with whom\n the contracts, arrangements, or understandings have been made;\n\n 8. A description of any acquiring person’s purchase of any such security\n during the 12 calendar months preceding the filing of the application,\n including the dates of purchases, names of the purchasers, and consideration\n paid or agreed to be paid for the security;\n\n 9. A description of any recommendations to purchase any such security made by\n any acquiring person or by any person based upon interviews or at the\n suggestion of any acquiring person during the 12 calendar months preceding the\n filing of the application;\n\n 10. Copies of all tender offers, requests or invitations for tenders of\n exchange offers and agreements to acquire or exchange any such security and of\n additional related soliciting material which has been distributed;\n\n 11. The terms of any agreement, contract, or understanding made with any\n broker-dealer as to solicitation of these securities for tender and the amount\n of any associated fees, commissions, or other compensation to be paid to\n broker-dealers;\n\n 12. An agreement by the person required to file the statement referred to in\n subsection A of § 38.2-1323 that it will provide the annual enterprise\n risk report specified in subsection L of § 38.2-1329, for so long as\n control exists;\n\n 13. An acknowledgment by the person required to file the statement referred to\n in subsection A of § 38.2-1323 that the person and all subsidiaries\n within its control in the insurance holding company system will provide\n information to the Commission upon request as necessary to evaluate enterprise\n risk to the insurer; and\n\n 14. Any additional information the Commission may prescribe as necessary or\n appropriate for the protection of the policyholders or the public.\n\nB. If the person required to file the application referred to in §\n38.2-1323 is a partnership, limited partnership, syndicate, or other group, the\nCommission may require that the information called for by subsection A be given\nwith respect to (i) each partner of the partnership or limited partnership, (ii)\neach member of the syndicate or group, and (iii) each person who controls any\npartner or member. If any partner, member, or person is a corporation, or if the\nperson required to file the application referred to in § 38.2-1323 is a\ncorporation, the Commission may require that information be given for the\ncorporation, each officer and director of the corporation, and each person who\nis directly or indirectly the beneficial owner of more than 10 percent of the\noutstanding voting securities of the corporation as required by subsection A.\n\nC. If any material change occurs in the facts set forth in the application filed\nwith the Commission and sent to an insurer pursuant to § 38.2-1323, an\namendment setting forth the change, together with copies of all documents and\nother material relevant to the change, shall be filed with the Commission and\nsent to the insurer within two business days after the person filing the\napplication learns of the change.\n\nHISTORY: 1977, c. 414, \u00a7 38.1-178.1:2; 1986, c. 562; 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}}