Slightly more than half of state insurance departments require licensed insurance agencies to provide a list of the names and contact information of their top leadership. This list allows the DOI to easily contact a person in authority at the agency to answer inquiries or complaints made by the public. Of course, such information can change over time. That’s when agencies need to submit a Director & Officer Update.
Who to List
Although commonly referred to as a Director & Officer Update (or D&O, for short), other legal structures need to provide similar information. Generally, regulators want the information for the following persons:
- Corporations – President, Vice-President(s), Secretary, Treasurer, Director(s), Owners(s)
- LLCs – Member(s), Manager(s)
- Limited Partnership (LP) – General Partners
Some jurisdictions require licensees to list all owners; while others only include those with a certain percentage of ownership, for example, 10% or more.
What Information to Provide
In addition to identifying itself, the business entity needs to provide some or all the following information about its leaders and owners:
- First name, middle initial, and last name
- Date of birth
- Social Security Number (SSN) or National Producer Number (NPN)
- State license number
- Percentage of ownership
- Business Address
- Business telephone and fax number
If the owner or officer is another entity, provide the true legal name of the entity and its Federal Employer Identification Number (FEIN) instead. Check with the specific insurance department to see exactly what information they require.
Some state-specific forms also include a list of questions that identify any past regulatory or criminal history. It’s important to understand that anyone with such a history needs to disclose it, even if they believe the charge has been expunged from their record. Individuals who answer “yes” then need to provide a written explanation of the circumstances and any legal documents associated with it.
Additionally, some states – Texas, for example – require listed individuals to maintain fingerprints on file. In Florida, any individual not currently licensed must submit prints. (Individuals must submit their fingerprints as part of the initial licensing process. Even then, however, if more than 4 years have elapsed since the fingerprints were submitted, they must be provided anew.)
When and How to File a D&O Update
Licensees typically have 30 days from the date the change takes effect to update the information on file. Depending on the state, licensees may need to:
- Email a current D&O list to the DOI or
- Complete a state-specific form and submit it to the DOI, usually via email or
- Update information online through DOI’s website.
If a state-specific form does not provide enough space for all the individuals or entities that an agency needs to report, filers may attach an additional typewritten list.
Notifying Other Regulators
The Department of Insurance isn’t the only regulator with an interest in who controls a business entity. If a business is registered as a foreign entity, it will also need to notify the Secretary of State’s Office and Department of Revenue in that state about any changes in ownership or governance.
Most often, agencies update their list of directors, officers, and similar leaders on their annual/biennial returns. Whether and when annual returns are due can vary based on the state and the entity’s legal structure. In states that do not require such returns, the entity will need to submit an amendment to its Certificate of Authority instead.