Transactions requiring authorisation

Besides the approved business plan, there are various transaction types which require authorisation. These include mergers, demergers and transformations of insurance companies and transfers of insurance portfolios.

In addition to business plans, there are transactions which require authorisation under the supervisory legal base. A brief overview of these transactions can be found below. The list is not exhaustive.

Mergers, demergers and transformations

In accordance with Article 3 para. 2 of the Insurance Supervision Act (ISA), mergers, demergers and transformations of insurance companies require supervisory approval. FINMA will grant approval provided that insured persons remain protected against insolvency risks of the acquiring insurance company and against market abuse. The companies must ensure that existing insurance relationships continue unchanged. Mergers, demergers and transformations may not be submitted for entry in the Commercial Register until authorisation has been granted (Art. 4 Insurance Supervision Ordinance [ISO]).

Transferring insurance portfolios

If an insurance company enters into a contractual agreement to transfer some or all of a Swiss insurance portfolio to another insurance company, FINMA's authorisation is required. FINMA will authorise the transfer only if the overall interests of insured persons are preserved (Art. 62 para. 1 ISA). Assuming that FINMA does not waive the right of policyholders to terminate their contracts, they are entitled to do so within three months of being informed by the acquiring insurance company of the changed circumstances. (Art. 62 paras. 3 and 4 ISA) These rules on the transfer of insurance portfolios do not apply to insurance companies which conduct only the reinsurance business.

Holdings

Qualifying holdings in insurance companies as well as qualifying holdings insurance companies transact themselves are also relevant in the context of transactions requiring authorisation (Art. 21 ISA). In the case of qualifying holdings, the legislation does not specify an authorisation requirement as such, but it does provide for reporting obligations and intervention possibilities on the part of FINMA.