Transactions requiring authorisation

Besides the approved business plan, there are various transaction types which require authorisation. These include mergers, demergers and conversions of insurance companies and transfers of insurance portfolios.
In addition to business plans, there are transactions which require authorisation under supervisory law. A brief overview of these transactions can be found below. The list is not exhaustive.

Mergers, demergers and conversions

In accordance with Article 3 para. 2 of the Insurance Supervision Act (ISA), mergers, demergers and conversions of insurance companies require approval. FINMA will grant approval provided that insured persons remain protected against abuse and potential insolvency risks on the part of the acquiring insurance company. The companies affected must ensure that pre-existing insurance relationships continue unchanged. Mergers, demergers and conversions may not be reported 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, this requires FINMA's authorisation (Art. 62 para. 1 ISA). FINMA will authorise the transfer only if the overall interests of insured persons are preserved. 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 are active only in reinsurance (Art. 62 ISA).

Holdings

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