{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1329.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1329.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1329.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1329.html"}],"law_id":71281,"edition_id":1,"section_id":71281,"structure_id":13290,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","history":"1973, c. 505, \u00a7 38.1-178.2; 1977, c. 414; 1986, c. 562; 1992, c. 588; 2000, c. 46; 2006, c. 577; 2009, c. 717; 2014, c. 309; 2022, c. 113.","full_text":"A\n\nEach insurer licensed to do business in the Commonwealth that is a member of an insurance holding company system shall register with the Commission.B\n\n1. This section shall not apply to any foreign insurer subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to those contained in this section, subsection A of \u00a7 38.2-1330, subsection D of \u00a7 38.2-1330, \u00a7 38.2-1330.1, and either (i) a provision substantially similar to subsection B of \u00a7 38.2-1330 or (ii) a provision such as the following: “Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions within 15 days after the end of the month in which it learns of each change or addition.”2\n\nAny insurer that is subject to registration under this section shall register within 15 days after it becomes subject to registration, and annually thereafter by April 30 of each year for the previous calendar year, unless the Commission for good cause shown extends the time for registration, and then within the extended time.3\n\nAny licensed insurer that is a member of an insurance holding company system but not subject to registration under this section may be required by the Commission to furnish a copy of the registration statement, or other information filed by the insurer, with the insurance regulatory authority of its domiciliary jurisdiction.C\n\nEach insurer subject to registration under this section shall file a registration statement on a form provided by the Commission. Such statement shall contain current information on:1\n\nThe capital structure, general financial condition, ownership, and management of the insurer and any person controlling the insurer;2\n\nThe identity of every member of the insurance holding company system;3\n\nThe following agreements in force, continuing relationships and transactions currently outstanding between the insurer and its affiliates:\n\t\t\t\ta. Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates;\n\t\t\t\tb. Purchases, sales, or exchanges of assets;\n\t\t\t\tc. Transactions not in the ordinary course of business;\n\t\t\t\td. Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the insurer’s assets to liability, other than insurance contracts entered into in the ordinary course of the insurer’s business;\n\t\t\t\te. All management and service contracts and all cost-sharing arrangements;\n\t\t\t\tf. Reinsurance agreements or other risk-sharing arrangements;\n\t\t\t\tg. Dividends and other distributions to shareholders; and\n\t\t\t\th. Consolidated tax allocation agreements;4\n\nAny pledge of the insurer’s stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system;5\n\nIf requested by the Commission, financial statements of or within an insurance holding company system, including all affiliates. Financial statements may include but are not limited to annual audited financial statements filed with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer required to file financial statements pursuant to this subdivision may satisfy the request by providing the Commission with the most recently filed parent corporation financial statements that have been filed with the SEC;6\n\nOther matters relating to transactions between registered insurers and any affiliates which may be included from time to time in any registration forms adopted or approved by the Commission;7\n\nStatements that the corporate governance and internal controls are managed under the direction of the insurer’s board of directors in a manner consistent with § 13.1-673 or § 13.1-853 as applicable, and that the insurer’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; and8\n\nAny other information required by the Commission by rule or regulation.D\n\nAll registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement.E\n\nIf information is not material for the purposes of this section, it need not be disclosed on the registration statement filed pursuant to subsection C. Unless the Commission prescribes otherwise and except for the purposes of subsections M and N, sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent or less of an insurer’s admitted assets as of the immediately preceding December 31 shall not be deemed material for purposes of this section.F\n\nEach registered insurer shall report all additional material transactions with affiliates and any material changes in previously reported material transactions with affiliates on amendment forms provided by the Commission. Each insurer shall make its report within 15 days after the end of the month in which it learns of each additional material transaction or material change in material transaction. Subject to \u00a7 38.2-1330.1, each insurer shall report to the Commission all dividends and other distributions to shareholders within five business days following their declaration, and such declaration shall confer no rights upon shareholders until:1\n\nThe Commission has approved the payment of such dividend or distribution; or2\n\nThirty days after the Commission has received written notice of the declaration thereof and has not within such period disapproved such payment.\n\t\t\t\tEach registered insurer shall also keep current the information required by subsection C by filing an amendment to its registration statement within 120 days after the end of each fiscal year of the ultimate controlling person of the insurance holding company system.G\n\nThe Commission shall terminate the registration of any insurer that demonstrates it no longer is a member of an insurance holding company system.H\n\nThe Commission may require or allow two or more affiliated insurers subject to registration under this section to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statements.I\n\nThe Commission may allow an insurer that is authorized to do business in this Commonwealth and that is part of an insurance holding company system to register on behalf of any affiliated insurer required to register under subsection A and to file all information and material required to be filed under this section.J\n\nThe provisions of this section shall not apply to any insurer, information, or transaction if and to the extent that the Commission by rule, regulation, or order shall exempt the same from the provisions of this section.K\n\nAny person may file with the Commission a disclaimer of affiliation with any authorized insurer. The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and the insurer as well as the basis for disclaiming the affiliation. A disclaimer of affiliation shall be deemed to have been granted unless the Commission, within 30 days following receipt of a complete disclaimer, notifies the filing party the disclaimer is disallowed. In the event of disallowance, the disclaiming party may request a hearing. The disclaiming party shall be relieved of its duty to register under this section if approval of the disclaimer has been granted by the Commission or if the disclaimer is deemed to have been approved.L\n\nThe ultimate controlling person of every insurer subject to registration shall also file an annual enterprise risk report. The report shall be appropriate to the nature, scale, and complexity of the operations of the insurance holding company system, and shall, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. The report shall be filed with the lead state commissioner.M\n\nExcept as provided below, the ultimate controlling person of every insurer subject to registration shall concurrently file with the registration an annual group capital calculation as directed by the lead state commissioner. The report shall be completed in accordance with the NAIC Group Capital Calculation Instructions, which may permit the lead state commissioner to allow a controlling person that is not the ultimate controlling person to file the group capital calculation. The report shall be filled with the lead state commissioner of the insurance holding company system. The following insurance holding company systems are exempt from filing the group capital calculation:1\n\nAn insurance holding company system that has only one insurer within its holding company structure, that only writes business and is only licensed in its domestic state, and that assumes no business from any other insurer.2\n\nAny insurance holding company system that is required to perform a group capital calculation specified by the Federal Reserve Board. The lead state commissioner shall request the calculation from the Federal Reserve Board under the terms of information sharing agreements in effect. However, if the Federal Reserve Board cannot share the calculation with the lead state commissioner, the insurance holding company shall not be exempt from filing the group capital calculation.3\n\nAn insurance holding company system whose non-U.S. group-wide supervisor is located within a reciprocal jurisdiction as described in subsection E of § 38.2-1316.2 that recognizes the U.S. state regulatory approach to group supervision and group capital.4\n\nAn insurance holding system:\n\t\t\t\ta. That provides information to the lead state that meets the requirements for accreditation under the NAIC financial standards and accreditation program, either directly or indirectly through the group-wide supervisor, who has determined such information is satisfactory to allow the lead state to comply with the NAIC group supervision approach, as detailed in the NAIC Financial Analysis Handbook; and\n\t\t\t\tb. Whose non-U.S. group-wide supervisor that is not located in a reciprocal jurisdiction recognizes and accepts, as specified by the Commission in regulation, the group capital calculation as the worldwide group capital assessment for the U.S. insurance groups that operate in that jurisdiction.\n\t\t\t\tNotwithstanding the exemptions provided for in subdivisions 3 and 4, a lead state commissioner shall require the group capital calculation for U.S. operations of any non-U.S.-based insurance holding company system where, after any necessary consultation with other supervisors or officials, it is deemed appropriate by the lead state commissioner for prudential oversight and solvency monitoring purposes or for ensuring the competitiveness of the insurance market.\n\t\t\t\tNotwithstanding the exemptions provided for in subdivisions 1 through 4, the lead state commissioner has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation or to accept a limited group capital filing or report in accordance with criteria as specified by the Commission in regulation.\n\t\t\t\tIf the lead state commissioner determines that an insurance holding company system no longer meets one or more of the requirements for an exemption specified in subdivisions 1 through 4, the insurance holding company system shall file the group capital calculation at the next annual filing date unless given an extension by the lead state commissioner based on reasonable grounds shown.N\n\nThe ultimate controlling person of every insurer subject to registration and scoped into the NAIC Liquidity Stress Test Framework shall file the results of a specific year’s liquidity stress test. The filing shall be made to the lead state commissioner of the insurance holding company system.1\n\nAny change to the NAIC Liquidity Stress Test Framework or to the data year for which the scope criteria are to be measured shall be effective on January 1 of the year following the calendar year when such changes are adopted. Insurers meeting at least one threshold of the scope criteria are considered scoped in the Framework for the specified data year unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines the insurer should not be scoped into the Framework for that data year. Insurers that do not trigger at least one threshold of the scope criteria shall be considered scoped out of the Framework for the specified data year, unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines the insurer should be scoped into the Framework for that data year.2\n\nThe performance of and filing of the results from a specific year’s liquidity stress test shall comply with Framework’s instructions and reporting templates for that year and any lead state commissioner determinations, in consultation with the NAIC Financial Stability Task Force or its successor, provided within the Framework.O\n\nThe failure to file a registration statement or any summary of the registration statement or enterprise risk filing required by this section within the time specified for filing shall be a violation of this section.","order_by":null,"text":{"0":{"id":256898,"text":"Each insurer licensed to do business in the Commonwealth that is a member of an insurance holding company system shall register with the Commission.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":256899,"text":"1. This section shall not apply to any foreign insurer subject to disclosure requirements and standards adopted by statute or regulation in the jurisdiction of its domicile that are substantially similar to those contained in this section, subsection A of \u00a7 38.2-1330, subsection D of \u00a7 38.2-1330, \u00a7 38.2-1330.1, and either (i) a provision substantially similar to subsection B of \u00a7 38.2-1330 or (ii) a provision such as the following: “Each registered insurer shall keep current the information required to be disclosed in its registration statement by reporting all material changes or additions within 15 days after the end of the month in which it learns of each change or addition.”","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B2"},"2":{"id":256900,"text":"Any insurer that is subject to registration under this section shall register within 15 days after it becomes subject to registration, and annually thereafter by April 30 of each year for the previous calendar year, unless the Commission for good cause shown extends the time for registration, and then within the extended time.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B","next_prefix":"B3"},"3":{"id":256901,"text":"Any licensed insurer that is a member of an insurance holding company system but not subject to registration under this section may be required by the Commission to furnish a copy of the registration statement, or other information filed by the insurer, with the insurance regulatory authority of its domiciliary jurisdiction.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"4":{"id":256902,"text":"Each insurer subject to registration under this section shall file a registration statement on a form provided by the Commission. Such statement shall contain current information on:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"C1"},"5":{"id":256903,"text":"The capital structure, general financial condition, ownership, and management of the insurer and any person controlling the insurer;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"6":{"id":256904,"text":"The identity of every member of the insurance holding company system;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"7":{"id":256905,"text":"The following agreements in force, continuing relationships and transactions currently outstanding between the insurer and its affiliates:\n\t\t\t\ta. Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates;\n\t\t\t\tb. Purchases, sales, or exchanges of assets;\n\t\t\t\tc. Transactions not in the ordinary course of business;\n\t\t\t\td. Guarantees or undertakings for the benefit of an affiliate that result in an actual contingent exposure of the insurer’s assets to liability, other than insurance contracts entered into in the ordinary course of the insurer’s business;\n\t\t\t\te. All management and service contracts and all cost-sharing arrangements;\n\t\t\t\tf. Reinsurance agreements or other risk-sharing arrangements;\n\t\t\t\tg. Dividends and other distributions to shareholders; and\n\t\t\t\th. Consolidated tax allocation agreements;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"8":{"id":256906,"text":"Any pledge of the insurer’s stock, including stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system;","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"9":{"id":256907,"text":"If requested by the Commission, financial statements of or within an insurance holding company system, including all affiliates. Financial statements may include but are not limited to annual audited financial statements filed with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer required to file financial statements pursuant to this subdivision may satisfy the request by providing the Commission with the most recently filed parent corporation financial statements that have been filed with the SEC;","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"10":{"id":256908,"text":"Other matters relating to transactions between registered insurers and any affiliates which may be included from time to time in any registration forms adopted or approved by the Commission;","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"11":{"id":256909,"text":"Statements that the corporate governance and internal controls are managed under the direction of the insurer’s board of directors in a manner consistent with § 13.1-673 or § 13.1-853 as applicable, and that the insurer’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; and","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"C8"},"12":{"id":256910,"text":"Any other information required by the Commission by rule or regulation.","type":"section","prefixes":["C","8"],"prefix":"8","entire_prefix":"C8","prefix_anchor":"C8","level":2,"prior_prefix":"C7","next_prefix":"D"},"13":{"id":256911,"text":"All registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C8","next_prefix":"E"},"14":{"id":256912,"text":"If information is not material for the purposes of this section, it need not be disclosed on the registration statement filed pursuant to subsection C. Unless the Commission prescribes otherwise and except for the purposes of subsections M and N, sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent or less of an insurer’s admitted assets as of the immediately preceding December 31 shall not be deemed material for purposes of this section.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"15":{"id":256913,"text":"Each registered insurer shall report all additional material transactions with affiliates and any material changes in previously reported material transactions with affiliates on amendment forms provided by the Commission. Each insurer shall make its report within 15 days after the end of the month in which it learns of each additional material transaction or material change in material transaction. Subject to \u00a7 38.2-1330.1, each insurer shall report to the Commission all dividends and other distributions to shareholders within five business days following their declaration, and such declaration shall confer no rights upon shareholders until:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"F1"},"16":{"id":256914,"text":"The Commission has approved the payment of such dividend or distribution; or","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"17":{"id":256915,"text":"Thirty days after the Commission has received written notice of the declaration thereof and has not within such period disapproved such payment.\n\t\t\t\tEach registered insurer shall also keep current the information required by subsection C by filing an amendment to its registration statement within 120 days after the end of each fiscal year of the ultimate controlling person of the insurance holding company system.","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"G"},"18":{"id":256916,"text":"The Commission shall terminate the registration of any insurer that demonstrates it no longer is a member of an insurance holding company system.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F2","next_prefix":"H"},"19":{"id":256917,"text":"The Commission may require or allow two or more affiliated insurers subject to registration under this section to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statements.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"20":{"id":256918,"text":"The Commission may allow an insurer that is authorized to do business in this Commonwealth and that is part of an insurance holding company system to register on behalf of any affiliated insurer required to register under subsection A and to file all information and material required to be filed under this section.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"21":{"id":256919,"text":"The provisions of this section shall not apply to any insurer, information, or transaction if and to the extent that the Commission by rule, regulation, or order shall exempt the same from the provisions of this section.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I","next_prefix":"K"},"22":{"id":256920,"text":"Any person may file with the Commission a disclaimer of affiliation with any authorized insurer. The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and the insurer as well as the basis for disclaiming the affiliation. A disclaimer of affiliation shall be deemed to have been granted unless the Commission, within 30 days following receipt of a complete disclaimer, notifies the filing party the disclaimer is disallowed. In the event of disallowance, the disclaiming party may request a hearing. The disclaiming party shall be relieved of its duty to register under this section if approval of the disclaimer has been granted by the Commission or if the disclaimer is deemed to have been approved.","type":"section","prefixes":["K"],"prefix":"K","entire_prefix":"K","prefix_anchor":"K","level":1,"prior_prefix":"J","next_prefix":"L"},"23":{"id":256921,"text":"The ultimate controlling person of every insurer subject to registration shall also file an annual enterprise risk report. The report shall be appropriate to the nature, scale, and complexity of the operations of the insurance holding company system, and shall, to the best of the ultimate controlling person’s knowledge and belief, identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. The report shall be filed with the lead state commissioner.","type":"section","prefixes":["L"],"prefix":"L","entire_prefix":"L","prefix_anchor":"L","level":1,"prior_prefix":"K","next_prefix":"M"},"24":{"id":256922,"text":"Except as provided below, the ultimate controlling person of every insurer subject to registration shall concurrently file with the registration an annual group capital calculation as directed by the lead state commissioner. The report shall be completed in accordance with the NAIC Group Capital Calculation Instructions, which may permit the lead state commissioner to allow a controlling person that is not the ultimate controlling person to file the group capital calculation. The report shall be filled with the lead state commissioner of the insurance holding company system. The following insurance holding company systems are exempt from filing the group capital calculation:","type":"section","prefixes":["M"],"prefix":"M","entire_prefix":"M","prefix_anchor":"M","level":1,"prior_prefix":"L","next_prefix":"M1"},"25":{"id":256923,"text":"An insurance holding company system that has only one insurer within its holding company structure, that only writes business and is only licensed in its domestic state, and that assumes no business from any other insurer.","type":"section","prefixes":["M","1"],"prefix":"1","entire_prefix":"M1","prefix_anchor":"M1","level":2,"prior_prefix":"M","next_prefix":"M2"},"26":{"id":256924,"text":"Any insurance holding company system that is required to perform a group capital calculation specified by the Federal Reserve Board. The lead state commissioner shall request the calculation from the Federal Reserve Board under the terms of information sharing agreements in effect. However, if the Federal Reserve Board cannot share the calculation with the lead state commissioner, the insurance holding company shall not be exempt from filing the group capital calculation.","type":"section","prefixes":["M","2"],"prefix":"2","entire_prefix":"M2","prefix_anchor":"M2","level":2,"prior_prefix":"M1","next_prefix":"M3"},"27":{"id":256925,"text":"An insurance holding company system whose non-U.S. group-wide supervisor is located within a reciprocal jurisdiction as described in subsection E of § 38.2-1316.2 that recognizes the U.S. state regulatory approach to group supervision and group capital.","type":"section","prefixes":["M","3"],"prefix":"3","entire_prefix":"M3","prefix_anchor":"M3","level":2,"prior_prefix":"M2","next_prefix":"M4"},"28":{"id":256926,"text":"An insurance holding system:\n\t\t\t\ta. That provides information to the lead state that meets the requirements for accreditation under the NAIC financial standards and accreditation program, either directly or indirectly through the group-wide supervisor, who has determined such information is satisfactory to allow the lead state to comply with the NAIC group supervision approach, as detailed in the NAIC Financial Analysis Handbook; and\n\t\t\t\tb. Whose non-U.S. group-wide supervisor that is not located in a reciprocal jurisdiction recognizes and accepts, as specified by the Commission in regulation, the group capital calculation as the worldwide group capital assessment for the U.S. insurance groups that operate in that jurisdiction.\n\t\t\t\tNotwithstanding the exemptions provided for in subdivisions 3 and 4, a lead state commissioner shall require the group capital calculation for U.S. operations of any non-U.S.-based insurance holding company system where, after any necessary consultation with other supervisors or officials, it is deemed appropriate by the lead state commissioner for prudential oversight and solvency monitoring purposes or for ensuring the competitiveness of the insurance market.\n\t\t\t\tNotwithstanding the exemptions provided for in subdivisions 1 through 4, the lead state commissioner has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation or to accept a limited group capital filing or report in accordance with criteria as specified by the Commission in regulation.\n\t\t\t\tIf the lead state commissioner determines that an insurance holding company system no longer meets one or more of the requirements for an exemption specified in subdivisions 1 through 4, the insurance holding company system shall file the group capital calculation at the next annual filing date unless given an extension by the lead state commissioner based on reasonable grounds shown.","type":"section","prefixes":["M","4"],"prefix":"4","entire_prefix":"M4","prefix_anchor":"M4","level":2,"prior_prefix":"M3","next_prefix":"N"},"29":{"id":256927,"text":"The ultimate controlling person of every insurer subject to registration and scoped into the NAIC Liquidity Stress Test Framework shall file the results of a specific year’s liquidity stress test. The filing shall be made to the lead state commissioner of the insurance holding company system.","type":"section","prefixes":["N"],"prefix":"N","entire_prefix":"N","prefix_anchor":"N","level":1,"prior_prefix":"M4","next_prefix":"N1"},"30":{"id":256928,"text":"Any change to the NAIC Liquidity Stress Test Framework or to the data year for which the scope criteria are to be measured shall be effective on January 1 of the year following the calendar year when such changes are adopted. Insurers meeting at least one threshold of the scope criteria are considered scoped in the Framework for the specified data year unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines the insurer should not be scoped into the Framework for that data year. Insurers that do not trigger at least one threshold of the scope criteria shall be considered scoped out of the Framework for the specified data year, unless the lead state commissioner, in consultation with the NAIC Financial Stability Task Force or its successor, determines the insurer should be scoped into the Framework for that data year.","type":"section","prefixes":["N","1"],"prefix":"1","entire_prefix":"N1","prefix_anchor":"N1","level":2,"prior_prefix":"N","next_prefix":"N2"},"31":{"id":256929,"text":"The performance of and filing of the results from a specific year’s liquidity stress test shall comply with Framework’s instructions and reporting templates for that year and any lead state commissioner determinations, in consultation with the NAIC Financial Stability Task Force or its successor, provided within the Framework.","type":"section","prefixes":["N","2"],"prefix":"2","entire_prefix":"N2","prefix_anchor":"N2","level":2,"prior_prefix":"N1","next_prefix":"O"},"32":{"id":256930,"text":"The failure to file a registration statement or any summary of the registration statement or enterprise risk filing required by this section within the time specified for filing shall be a violation of this section.","type":"section","prefixes":["O"],"prefix":"O","entire_prefix":"O","prefix_anchor":"O","level":1,"prior_prefix":"N2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1329\/","history_text":"

This law was first created in 1973. The record of its establishment is cataloged in chapter 505 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 1973 \u201cActs\u201d aren\u2019t available online. It has been modified 8 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 1977, chapter 414; in 1986, chapter 562; in 1992, chapter 588; in 2000, chapter 46<\/a>; in 2006, chapter 577<\/a>; in 2009, chapter 717<\/a>; in 2014, chapter 309<\/a>; in 2022, chapter 113<\/a>.<\/p>","references":[{"id":66587,"section_number":"38.2-1322","catch_line":"Definitions","order_by":null,"url":"\/38.2-1322\/"},{"id":72444,"section_number":"38.2-1324","catch_line":"Contents of application","order_by":null,"url":"\/38.2-1324\/"},{"id":84275,"section_number":"38.2-1332","catch_line":"Examinations","order_by":null,"url":"\/38.2-1332\/"},{"id":57304,"section_number":"38.2-1332.1","catch_line":"Supervisory colleges","order_by":null,"url":"\/38.2-1332.1\/"},{"id":62040,"section_number":"38.2-1332.2","catch_line":"Group-wide supervision of internationally active insurance groups","order_by":null,"url":"\/38.2-1332.2\/"},{"id":68581,"section_number":"38.2-1333","catch_line":"Confidential treatment of information and documents","order_by":null,"url":"\/38.2-1333\/"},{"id":87455,"section_number":"38.2-1334.12","catch_line":"Disclosure requirement","order_by":null,"url":"\/38.2-1334.12\/"}],"refers_to":[{"id":79378,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-673\/"},{"id":83970,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-853\/"},{"id":57510,"section_number":"38.2-1316.2","catch_line":"Credit allowed a domestic ceding insurer","order_by":null,"url":"\/38.2-1316.2\/"},{"id":77796,"section_number":"38.2-1330","catch_line":"Standards for transactions within an insurance holding company system; adequacy of surplus","order_by":null,"url":"\/38.2-1330\/"},{"id":71817,"section_number":"38.2-1330.1","catch_line":"Dividends and other distributions","order_by":null,"url":"\/38.2-1330.1\/"}],"permalink":{"id":211639,"object_type":"law","relational_id":71281,"identifier":"38.2-1329","token":"38.2\/13\/5\/38.2-1329","url":"\/38.2-1329\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1329\/","token":"38.2\/13\/5\/38.2-1329","dublin_core":{"Title":"Registration of insurers that are members of holding company system","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1329","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Each insurer<\/span> licensed to do business in the Commonwealth that is a member of an insurance holding company system<\/span> shall register with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> 1. This section shall not apply to any foreign insurer<\/span> subject to disclosure requirements and standards adopted by statute<\/span> or regulation in the jurisdiction<\/span> of its domicile that are substantially similar to those contained in this section, subsection A of \u00a7 38.2-1330<\/a>, subsection D of \u00a7 38.2-1330<\/a>, \u00a7 38.2-1330.1<\/a>, and either (i) a provision substantially similar to subsection B of \u00a7 38.2-1330<\/a> or (ii) a provision such as the following: “Each registered insurer<\/span> shall keep current the information required to be disclosed in its registration statement by reporting all material<\/span> changes or additions within 15 days after the end of the month in which it learns of each change or addition.” <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any insurer<\/span> that is subject to registration under this section shall register within 15 days after it becomes subject to registration, and annually thereafter by April 30 of each year for the previous calendar year, unless the Commission<\/span> for good cause shown extends the time for registration, and then within the extended time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any licensed insurer<\/span> that is a member of an insurance holding company system<\/span> but not subject to registration under this section may be required by the Commission<\/span> to furnish a copy of the registration statement, or other information filed by the insurer<\/span>, with the insurance regulatory authority of its domiciliary jurisdiction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Each insurer<\/span> subject to registration under this section shall file a registration statement on a form provided by the Commission<\/span>. Such statement shall contain current information on: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The capital structure, general financial condition, ownership, and management of the insurer<\/span> and any person<\/span> controlling the insurer<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The identity of every member of the insurance holding company system<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The following agreements in force, continuing relationships and transactions currently outstanding between the insurer<\/span> and its affiliates<\/span>:\n\t\t\t\ta. Loans, other investments, or purchases, sales or exchanges of securities of the affiliates<\/span> by the insurer<\/span> or of the insurer<\/span> by its affiliates<\/span>;\n\t\t\t\tb. Purchases, sales, or exchanges of assets<\/span>;\n\t\t\t\tc. Transactions not in the ordinary course of business;\n\t\t\t\td. Guarantees or undertakings for the benefit of an affiliate<\/span> that result in an actual contingent exposure of the insurer<\/span>’s assets<\/span> to liability, other than insurance contracts<\/span> entered into in the ordinary course of the insurer<\/span>’s business;\n\t\t\t\te. All management and service contracts and all cost-sharing arrangements;\n\t\t\t\tf. Reinsurance agreements or other risk-sharing arrangements;\n\t\t\t\tg. Dividends and other distributions to shareholders; and\n\t\t\t\th. Consolidated tax allocation agreements; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any pledge of the insurer<\/span>’s stock, including stock of any subsidiary<\/span> or controlling affiliate<\/span>, for a loan made to any member of the insurance holding company system<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If requested by the Commission<\/span>, financial statements of or within an insurance holding company system<\/span>, including all affiliates<\/span>. Financial statements may include but are not limited to annual audited financial statements filed with the SEC<\/span> pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. An insurer<\/span> required to file financial statements pursuant to this subdivision may satisfy the request by providing the Commission<\/span> with the most recently filed parent corporation financial statements that have been filed with the SEC<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Other matters relating to transactions between registered insurers<\/span> and any affiliates<\/span> which may be included from time to time in any registration forms adopted or approved by the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Statements that the corporate governance and internal controls are managed under the direction of the insurer<\/span>’s board of directors in a manner consistent with § 13.1-673<\/a> or § 13.1-853<\/a> as applicable, and that the insurer<\/span>’s officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Any other information required by the Commission<\/span> by rule or regulation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> All registration statements shall contain a summary outlining all items in the current registration statement representing changes from the prior registration statement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If information is not material<\/span> for the purposes of this section, it need not be disclosed on the registration statement filed pursuant to subsection C. Unless the Commission<\/span> prescribes otherwise and except for the purposes of subsections M and N, sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent or less of an insurer<\/span>’s admitted assets<\/span> as of the immediately preceding December 31 shall not be deemed material<\/span> for purposes of this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Each registered insurer<\/span> shall report all additional material transactions<\/span> with affiliates<\/span> and any material changes in previously reported material transactions<\/span> with affiliates<\/span> on amendment forms provided by the Commission<\/span>. Each insurer<\/span> shall make its report within 15 days after the end of the month in which it learns of each additional material transaction<\/span> or material change in material transaction<\/span>. Subject to \u00a7 38.2-1330.1<\/a>, each insurer<\/span> shall report to the Commission<\/span> all dividends and other distributions to shareholders within five business days following their declaration, and such declaration shall confer no rights upon shareholders until: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The Commission<\/span> has approved the payment of such dividend or distribution; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Thirty days after the Commission<\/span> has received written notice of the declaration thereof and has not within such period disapproved such payment.\n\t\t\t\tEach registered insurer<\/span> shall also keep current the information required by subsection C by filing an amendment to its registration statement within 120 days after the end of each fiscal year of the ultimate controlling person<\/span> of the insurance holding company system<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The Commission<\/span> shall terminate the registration of any insurer<\/span> that demonstrates it no longer is a member of an insurance holding company system<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> The Commission<\/span> may require or allow two or more affiliated<\/span> insurers<\/span> subject to registration under this section to file a consolidated registration statement or consolidated reports amending their consolidated registration statement or their individual registration statements. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> The Commission<\/span> may allow an insurer<\/span> that is authorized to do business in this Commonwealth and that is part of an insurance holding company system<\/span> to register on behalf of any affiliated<\/span> insurer<\/span> required to register under subsection A and to file all information and material required to be filed under this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> The provisions of this section shall not apply to any insurer<\/span>, information, or transaction if and to the extent that the Commission<\/span> by rule, regulation, or order<\/span> shall exempt the same from the provisions of this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

K.<\/span> Any person may file with the Commission<\/span> a disclaimer of affiliation with any authorized insurer<\/span>. The disclaimer shall fully disclose all material relationships and bases for affiliation between the person and the insurer<\/span> as well as the basis for disclaiming the affiliation. A disclaimer of affiliation shall be deemed to have been granted unless the Commission<\/span>, within 30 days following receipt of a complete disclaimer, notifies the filing party<\/span> the disclaimer is disallowed. In the event of disallowance, the disclaiming party<\/span> may request a hearing<\/span>. The disclaiming party<\/span> shall be relieved of its duty to register under this section if approval of the disclaimer has been granted by the Commission<\/span> or if the disclaimer is deemed to have been approved. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

L.<\/span> The ultimate controlling person<\/span> of every insurer<\/span> subject to registration shall also file an annual enterprise risk<\/span> report. The report shall be appropriate to the nature, scale, and complexity of the operations of the insurance holding company system<\/span>, and shall, to the best of the ultimate controlling person<\/span>’s knowledge and belief, identify the material risks within the insurance holding company system<\/span> that could pose enterprise risk<\/span> to the insurer<\/span>. The report shall be filed with the lead state commissioner<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

M.<\/span> Except as provided below, the ultimate controlling person<\/span> of every insurer<\/span> subject to registration shall concurrently file with the registration an annual group capital calculation as directed by the lead state commissioner<\/span>. The report shall be completed in accordance with the NAIC Group Capital Calculation Instructions<\/span>, which may permit the lead state commissioner<\/span> to allow a controlling person that is not the ultimate controlling person<\/span> to file the group capital calculation. The report shall be filled with the lead state commissioner<\/span> of the insurance holding company system<\/span>. The following insurance holding company systems<\/span> are exempt from filing the group capital calculation: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An insurance holding company system<\/span> that has only one insurer<\/span> within its holding company structure, that only writes business and is only licensed in its domestic state, and that assumes no business from any other insurer<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any insurance holding company system<\/span> that is required to perform a group capital calculation specified by the Federal Reserve Board. The lead state commissioner<\/span> shall request the calculation from the Federal Reserve Board under the terms of information sharing agreements in effect. However, if the Federal Reserve Board cannot share the calculation with the lead state commissioner<\/span>, the insurance holding company shall not be exempt from filing the group capital calculation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An insurance holding company system<\/span> whose non-U.S. group-wide supervisor<\/span> is located within a reciprocal jurisdiction<\/span> as described in subsection E of § 38.2-1316.2<\/a> that recognizes the U.S. state regulatory approach to group supervision and group capital. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An insurance holding system:\n\t\t\t\ta. That provides information to the lead state that meets the requirements for accreditation under the NAIC financial standards and accreditation program, either directly or indirectly through the group-wide supervisor<\/span>, who has determined such information is satisfactory to allow the lead state to comply with the NAIC group supervision approach, as detailed in the NAIC Financial Analysis Handbook; and\n\t\t\t\tb. Whose non-U.S. group-wide supervisor<\/span> that is not located in a reciprocal jurisdiction<\/span> recognizes and accepts, as specified by the Commission<\/span> in regulation, the group capital calculation as the worldwide group capital assessment for the U.S. insurance groups that operate in that jurisdiction<\/span>.\n\t\t\t\tNotwithstanding the exemptions provided for in subdivisions 3 and 4, a lead state commissioner<\/span> shall require the group capital calculation for U.S. operations of any non-U.S.-based insurance holding company system<\/span> where, after any necessary consultation with other supervisors or officials, it is deemed appropriate by the lead state commissioner<\/span> for prudential oversight and solvency monitoring purposes or for ensuring the competitiveness of the insurance market.\n\t\t\t\tNotwithstanding the exemptions provided for in subdivisions 1 through 4, the lead state commissioner<\/span> has the discretion to exempt the ultimate controlling person<\/span> from filing the annual group capital calculation or to accept a limited group capital filing or report in accordance with criteria as specified by the Commission<\/span> in regulation.\n\t\t\t\tIf the lead state commissioner<\/span> determines that an insurance holding company system<\/span> no longer meets one or more of the requirements for an exemption specified in subdivisions 1 through 4, the insurance holding company system<\/span> shall file the group capital calculation at the next annual filing date unless given an extension by the lead state commissioner<\/span> based on reasonable grounds shown. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

N.<\/span> The ultimate controlling person<\/span> of every insurer<\/span> subject to registration and scoped into the NAIC Liquidity Stress Test Framework<\/span> shall file the results of a specific year’s liquidity stress test. The filing shall be made to the lead state commissioner<\/span> of the insurance holding company system<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any change to the NAIC Liquidity Stress Test Framework<\/span> or to the data year for which the scope criteria<\/span> are to be measured shall be effective on January 1 of the year following the calendar year when such changes are adopted. Insurers<\/span> meeting at least one threshold of the scope criteria<\/span> are considered scoped in the Framework for the specified data year unless the lead state commissioner<\/span>, in consultation with the NAIC Financial Stability Task Force or its successor, determines the insurer<\/span> should not be scoped into the Framework for that data year. Insurers<\/span> that do not trigger at least one threshold of the scope criteria<\/span> shall be considered scoped out of the Framework for the specified data year, unless the lead state commissioner<\/span>, in consultation with the NAIC Financial Stability Task Force or its successor, determines the insurer<\/span> should be scoped into the Framework for that data year. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The performance of and filing of the results from a specific year’s liquidity stress test shall comply with Framework’s instructions and reporting templates for that year and any lead state commissioner<\/span> determinations, in consultation with the NAIC Financial Stability Task Force or its successor, provided within the Framework. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

O.<\/span> The failure to file a registration statement or any summary of the registration statement or enterprise risk<\/span> filing required by this section within the time specified for filing shall be a violation of this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTRATION OF INSURERS THAT ARE MEMBERS OF HOLDING COMPANY SYSTEM (\u00a7\n38.2-1329)\n\nA. Each insurer licensed to do business in the Commonwealth that is a member of\nan insurance holding company system shall register with the Commission.\n\nB. 1. This section shall not apply to any foreign insurer subject to disclosure\nrequirements and standards adopted by statute or regulation in the jurisdiction\nof its domicile that are substantially similar to those contained in this\nsection, subsection A of \u00a7 38.2-1330, subsection D of \u00a7 38.2-1330, \u00a7\n38.2-1330.1, and either (i) a provision substantially similar to subsection B of\n\u00a7 38.2-1330 or (ii) a provision such as the following: “Each registered\ninsurer shall keep current the information required to be disclosed in its\nregistration statement by reporting all material changes or additions within 15\ndays after the end of the month in which it learns of each change or\naddition.”\n\n 2. Any insurer that is subject to registration under this section shall\n register within 15 days after it becomes subject to registration, and annually\n thereafter by April 30 of each year for the previous calendar year, unless the\n Commission for good cause shown extends the time for registration, and then\n within the extended time.\n\n 3. Any licensed insurer that is a member of an insurance holding company\n system but not subject to registration under this section may be required by\n the Commission to furnish a copy of the registration statement, or other\n information filed by the insurer, with the insurance regulatory authority of\n its domiciliary jurisdiction.\n\nC. Each insurer subject to registration under this section shall file a\nregistration statement on a form provided by the Commission. Such statement\nshall contain current information on:\n\n 1. The capital structure, general financial condition, ownership, and\n management of the insurer and any person controlling the insurer;\n\n 2. The identity of every member of the insurance holding company system;\n\n 3. The following agreements in force, continuing relationships and\n transactions currently outstanding between the insurer and its affiliates:\n \t\t\t\ta. Loans, other investments, or purchases, sales or exchanges of\n securities of the affiliates by the insurer or of the insurer by its\n affiliates;\n \t\t\t\tb. Purchases, sales, or exchanges of assets;\n \t\t\t\tc. Transactions not in the ordinary course of business;\n \t\t\t\td. Guarantees or undertakings for the benefit of an affiliate that result\n in an actual contingent exposure of the insurer’s assets to liability,\n other than insurance contracts entered into in the ordinary course of the\n insurer’s business;\n \t\t\t\te. All management and service contracts and all cost-sharing arrangements;\n \t\t\t\tf. Reinsurance agreements or other risk-sharing arrangements;\n \t\t\t\tg. Dividends and other distributions to shareholders; and\n \t\t\t\th. Consolidated tax allocation agreements;\n\n 4. Any pledge of the insurer’s stock, including stock of any subsidiary\n or controlling affiliate, for a loan made to any member of the insurance\n holding company system;\n\n 5. If requested by the Commission, financial statements of or within an\n insurance holding company system, including all affiliates. Financial\n statements may include but are not limited to annual audited financial\n statements filed with the SEC pursuant to the Securities Act of 1933, as\n amended, or the Securities Exchange Act of 1934, as amended. An insurer\n required to file financial statements pursuant to this subdivision may satisfy\n the request by providing the Commission with the most recently filed parent\n corporation financial statements that have been filed with the SEC;\n\n 6. Other matters relating to transactions between registered insurers and any\n affiliates which may be included from time to time in any registration forms\n adopted or approved by the Commission;\n\n 7. Statements that the corporate governance and internal controls are managed\n under the direction of the insurer’s board of directors in a manner\n consistent with § 13.1-673 or § 13.1-853 as applicable, and that the\n insurer’s officers or senior management have approved, implemented, and\n continue to maintain and monitor corporate governance and internal control\n procedures; and\n\n 8. Any other information required by the Commission by rule or regulation.\n\nD. All registration statements shall contain a summary outlining all items in\nthe current registration statement representing changes from the prior\nregistration statement.\n\nE. If information is not material for the purposes of this section, it need not\nbe disclosed on the registration statement filed pursuant to subsection C.\nUnless the Commission prescribes otherwise and except for the purposes of\nsubsections M and N, sales, purchases, exchanges, loans or extensions of credit,\ninvestments, or guarantees involving one-half of one percent or less of an\ninsurer’s admitted assets as of the immediately preceding December 31\nshall not be deemed material for purposes of this section.\n\nF. Each registered insurer shall report all additional material transactions\nwith affiliates and any material changes in previously reported material\ntransactions with affiliates on amendment forms provided by the Commission. Each\ninsurer shall make its report within 15 days after the end of the month in which\nit learns of each additional material transaction or material change in material\ntransaction. Subject to \u00a7 38.2-1330.1, each insurer shall report to the\nCommission all dividends and other distributions to shareholders within five\nbusiness days following their declaration, and such declaration shall confer no\nrights upon shareholders until:\n\n 1. The Commission has approved the payment of such dividend or distribution;\n or\n\n 2. Thirty days after the Commission has received written notice of the\n declaration thereof and has not within such period disapproved such payment.\n \t\t\t\tEach registered insurer shall also keep current the information required\n by subsection C by filing an amendment to its registration statement within\n 120 days after the end of each fiscal year of the ultimate controlling person\n of the insurance holding company system.\n\nG. The Commission shall terminate the registration of any insurer that\ndemonstrates it no longer is a member of an insurance holding company system.\n\nH. The Commission may require or allow two or more affiliated insurers subject\nto registration under this section to file a consolidated registration statement\nor consolidated reports amending their consolidated registration statement or\ntheir individual registration statements.\n\nI. The Commission may allow an insurer that is authorized to do business in this\nCommonwealth and that is part of an insurance holding company system to register\non behalf of any affiliated insurer required to register under subsection A and\nto file all information and material required to be filed under this section.\n\nJ. The provisions of this section shall not apply to any insurer, information,\nor transaction if and to the extent that the Commission by rule, regulation, or\norder shall exempt the same from the provisions of this section.\n\nK. Any person may file with the Commission a disclaimer of affiliation with any\nauthorized insurer. The disclaimer shall fully disclose all material\nrelationships and bases for affiliation between the person and the insurer as\nwell as the basis for disclaiming the affiliation. A disclaimer of affiliation\nshall be deemed to have been granted unless the Commission, within 30 days\nfollowing receipt of a complete disclaimer, notifies the filing party the\ndisclaimer is disallowed. In the event of disallowance, the disclaiming party\nmay request a hearing. The disclaiming party shall be relieved of its duty to\nregister under this section if approval of the disclaimer has been granted by\nthe Commission or if the disclaimer is deemed to have been approved.\n\nL. The ultimate controlling person of every insurer subject to registration\nshall also file an annual enterprise risk report. The report shall be\nappropriate to the nature, scale, and complexity of the operations of the\ninsurance holding company system, and shall, to the best of the ultimate\ncontrolling person’s knowledge and belief, identify the material risks\nwithin the insurance holding company system that could pose enterprise risk to\nthe insurer. The report shall be filed with the lead state commissioner.\n\nM. Except as provided below, the ultimate controlling person of every insurer\nsubject to registration shall concurrently file with the registration an annual\ngroup capital calculation as directed by the lead state commissioner. The report\nshall be completed in accordance with the NAIC Group Capital Calculation\nInstructions, which may permit the lead state commissioner to allow a\ncontrolling person that is not the ultimate controlling person to file the group\ncapital calculation. The report shall be filled with the lead state commissioner\nof the insurance holding company system. The following insurance holding company\nsystems are exempt from filing the group capital calculation:\n\n 1. An insurance holding company system that has only one insurer within its\n holding company structure, that only writes business and is only licensed in\n its domestic state, and that assumes no business from any other insurer.\n\n 2. Any insurance holding company system that is required to perform a group\n capital calculation specified by the Federal Reserve Board. The lead state\n commissioner shall request the calculation from the Federal Reserve Board\n under the terms of information sharing agreements in effect. However, if the\n Federal Reserve Board cannot share the calculation with the lead state\n commissioner, the insurance holding company shall not be exempt from filing\n the group capital calculation.\n\n 3. An insurance holding company system whose non-U.S. group-wide supervisor is\n located within a reciprocal jurisdiction as described in subsection E of\n § 38.2-1316.2 that recognizes the U.S. state regulatory approach to group\n supervision and group capital.\n\n 4. An insurance holding system:\n \t\t\t\ta. That provides information to the lead state that meets the requirements\n for accreditation under the NAIC financial standards and accreditation\n program, either directly or indirectly through the group-wide supervisor, who\n has determined such information is satisfactory to allow the lead state to\n comply with the NAIC group supervision approach, as detailed in the NAIC\n Financial Analysis Handbook; and\n \t\t\t\tb. Whose non-U.S. group-wide supervisor that is not located in a\n reciprocal jurisdiction recognizes and accepts, as specified by the Commission\n in regulation, the group capital calculation as the worldwide group capital\n assessment for the U.S. insurance groups that operate in that jurisdiction.\n \t\t\t\tNotwithstanding the exemptions provided for in subdivisions 3 and 4, a\n lead state commissioner shall require the group capital calculation for U.S.\n operations of any non-U.S.-based insurance holding company system where, after\n any necessary consultation with other supervisors or officials, it is deemed\n appropriate by the lead state commissioner for prudential oversight and\n solvency monitoring purposes or for ensuring the competitiveness of the\n insurance market.\n \t\t\t\tNotwithstanding the exemptions provided for in subdivisions 1 through 4,\n the lead state commissioner has the discretion to exempt the ultimate\n controlling person from filing the annual group capital calculation or to\n accept a limited group capital filing or report in accordance with criteria as\n specified by the Commission in regulation.\n \t\t\t\tIf the lead state commissioner determines that an insurance holding\n company system no longer meets one or more of the requirements for an\n exemption specified in subdivisions 1 through 4, the insurance holding company\n system shall file the group capital calculation at the next annual filing date\n unless given an extension by the lead state commissioner based on reasonable\n grounds shown.\n\nN. The ultimate controlling person of every insurer subject to registration and\nscoped into the NAIC Liquidity Stress Test Framework shall file the results of a\nspecific year’s liquidity stress test. The filing shall be made to the\nlead state commissioner of the insurance holding company system.\n\n 1. Any change to the NAIC Liquidity Stress Test Framework or to the data year\n for which the scope criteria are to be measured shall be effective on January\n 1 of the year following the calendar year when such changes are adopted.\n Insurers meeting at least one threshold of the scope criteria are considered\n scoped in the Framework for the specified data year unless the lead state\n commissioner, in consultation with the NAIC Financial Stability Task Force or\n its successor, determines the insurer should not be scoped into the Framework\n for that data year. Insurers that do not trigger at least one threshold of the\n scope criteria shall be considered scoped out of the Framework for the\n specified data year, unless the lead state commissioner, in consultation with\n the NAIC Financial Stability Task Force or its successor, determines the\n insurer should be scoped into the Framework for that data year.\n\n 2. The performance of and filing of the results from a specific year’s\n liquidity stress test shall comply with Framework’s instructions and\n reporting templates for that year and any lead state commissioner\n determinations, in consultation with the NAIC Financial Stability Task Force\n or its successor, provided within the Framework.\n\nO. The failure to file a registration statement or any summary of the\nregistration statement or enterprise risk filing required by this section within\nthe time specified for filing shall be a violation of this section.\n\nHISTORY: 1973, c. 505, \u00a7 38.1-178.2; 1977, c. 414; 1986, c. 562; 1992, c. 588;\n2000, c. 46; 2006, c. 577; 2009, c. 717; 2014, c. 309; 2022, c. 113.","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}}