These regulations are applicable to a person subject to the notification or registration requirements of the Maryland Insurance Acquisition and Disclosure Act under Insurance Article, Title 7, Annotated Code of Maryland. In this chapter, the following terms have the meanings indicated. Terms Defined. “Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person. “Control”, “controlling”, “controlled by”, or “under common control with” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of a person, through ownership of voting securities or of securities convertible into voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, whether or not the power is exercised or sought to be exercised unless the power is the result of an official position with or corporate office held by the person. Enterprise Risk. “Enterprise risk” means any activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, is likely to have a material adverse effect on the financial condition or liquidity of the insurer or its insurance holding company system as a whole. “Enterprise risk” includes anything that would: Cause the insurer’s risk-based capital to fall to or below a company action level under Insurance Article, Title 4, Subtitle 3, Annotated Code of Maryland; or Cause the insurer to be in a hazardous financial condition under Insurance Article, §9-102, Annotated Code of Maryland. “Executive officer” means the chief executive officer, president, chief operating officer, chief financial officer, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers under any other title. “Extraordinary dividend” or “extraordinary distribution” has the meaning stated in the Insurance Article, §7-706(b), Annotated Code Maryland. “Form A” means the “Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer” form filed pursuant to Insurance Article, §7-304, Annotated Code of Maryland, and Regulation .08 of this chapter. “Form B” means the “Insurance Holding Company System Annual Registration Statement” form filed pursuant to Insurance Article, §7-601, Annotated Code of Maryland, and Regulation .09 of this chapter. “Form C” means the “Summary of Changes to Registration Statement” form filed pursuant to Insurance Article, §7-601, Annotated Code of Maryland, and Regulation .10 of this chapter. “Form D” means the “Prior Notice of a Transaction” form filed pursuant to Insurance Article, §7-703, Annotated Code of Maryland, and Regulation .12 of this chapter. “Form E” means the “Pre-Acquisition Notification Form Regarding the Potential Competitive Impact of a Proposed Merger or Acquisition by a Non-Domiciliary Insurer Doing Business in this State or by a Domestic Insurer” form filed pursuant to Insurance Article, §7-303(a) or 7-403(a), Annotated Code of Maryland, and Regulation .07 of this chapter. “Form F” means the “Enterprise Risk Report” form filed pursuant to Insurance Article, §7-603(h)(1), Annotated Code of Maryland, and Regulation .13 of this chapter. “Insurance holding company” means a person that directly or indirectly controls an insurer or controls a person that controls an insurer. “Insurance holding company system” means two or more affiliates, at least one of which is an insurer. “Lead state commissioner” means the lead state insurance commissioner of the insurance holding company system as determined by the procedures in the NAIC Financial Analysis Handbook. “NAIC” means the National Association of Insurance Commissioners. “Ordinary dividend” means any dividend or distribution of cash or other property with a fair market value that when combined with the fair market value of any other dividends or distributions made in the preceding 12 months is not an extraordinary dividend as defined in Insurance Article, §7-706(b), Annotated Code Maryland. “Subsidiary” means an affiliate of a person that, directly or indirectly, through one or more intermediaries, is controlled by that person. “Troubled insurer” means an insurer that is in or moving towards a financial position that subjects its policyholders, claimants and other creditors to greater-than-normal financial risk, including the possibility that the company may not maintain compliance with statutory capital and/or surplus requirements. “Ultimate controlling person” means the person within an insurance holding company system that is not controlled by any other person. The factors set forth in Insurance Article, §7–105(a), Annotated Code of Maryland, are not intended to be an exhaustive list for use in determining whether an insurer’s assets and surplus are reasonable in relation to the insurer’s outstanding liabilities and adequate to meet its financial needs. In applying the factors set forth in Insurance Article, §7–105(a), Annotated Code of Maryland, the Commissioner shall adhere to the following principles: The Commissioner may not deem any single factor as necessarily controlling; The Commissioner shall consider the net effect of the factors, plus other factors deemed by the Commissioner to impact the financial condition of the insurer; In comparing the surplus maintained by other insurers, the Commissioner shall consider the extent to which each of the factors varies from company to company; and In determining the quality and liquidity of investments in subsidiaries, the Commissioner shall consider the individual subsidiary and may discount or disallow its valuation to the extent the individual investments so warrant. A person required to file a statement, form, or notification pursuant to Insurance Article, Title 7, Annotated Code of Maryland, shall file the statement, form, or notification as specified in the instructions provided in this chapter, and in accordance with the format, guidelines, and instructions approved by the Commissioner. The forms are not intended to be blank forms which are to be filled in; rather, the forms are intended to be guides in the preparation of the statements. A filed statement shall contain the number and captions of all items outlined in the form, with text addressing each applicable item or a response in the negative where not applicable. A person filing a statement, form, or notification pursuant to Insurance Article, Title 7, Annotated Code of Maryland, and this chapter shall provide the filing, including exhibits, documents, information, and all other papers filed as part of the submission: Electronically to the Commissioner; or Via personal delivery or mail addressed to The Insurance Commissioner, Maryland Insurance Administration, Attention: Chief Financial Analyst, Examination & Auditing Unit, 200 St. Paul Place, Suite 2700, Baltimore, Maryland 21202. The statement, form, or notification pursuant to §A of this regulation shall: Be prepared in the English language; and State monetary values in U.S. currency. Exhibits, documents, information, and all other papers filed as part of the submission pursuant to §A of this regulation shall: Be easily readable; Be suitable for review and reproduction; Designate debits in credit categories and credits in debit categories so as to be clearly distinguishable on reproductions; Provide a translation into the English language if the exhibit, document, or information is in a foreign language; and Provide conversion into U.S. currency if the monetary values are in a foreign denomination. The person submitting a filing under §B(2) of this regulation: Shall prepare the statements on 8-1/2 x 11 inch paper; May bind at the top or the top left-hand corner of the paper; and May provide the exhibits, documents, information, and all other papers filed as part of the submission, unless specifically prepared for the filing, in their original size paper. A statement, form, or notification filed pursuant to Insurance Article, Title 7, Annotated Code of Maryland, shall be: Signed in the manner prescribed on the form; and Accompanied by a copy of the power of attorney or other authority if the signature of any person is affixed pursuant to a power of attorney or other similar authority. A person filing a statement, form, or notification pursuant to Insurance Article, Title 7, Annotated Code of Maryland, and this chapter may: Incorporate by reference in an answer or partial answer to: Information required in previously submitted or current submissions of other filings of statements, forms, or notifications pursuant to Insurance Article, Title 7, Annotated Code of Maryland; and Information contained in any financial statement, annual report, proxy statement, statement filed with a governmental authority, or any other document provided in previously submitted or current submissions of other filings of statements, forms, or notifications pursuant to Insurance Article, Title 7, Annotated Code of Maryland, provided the document is filed as an exhibit to the submission; and Provide excerpts of documents to be filed as exhibits if the documents are extensive. Exhibits, documents, information, and all other papers filed as part of the submission of a statement, form, or notification filed within 3 years of the current filing pursuant to Insurance Article, Title 7, Annotated Code of Maryland, and this chapter may be omitted as exhibits for the current filing. References to exhibits, documents, information, and all other papers filed as part of the submission of prior filings shall: Clearly and concisely identify the material; and Specifically indicate that such material is to be incorporated by reference for the current filing. Incorporation by reference pursuant to §§A and C of this regulation may not be used if the incorporation would render the submission of a statement, form, or notification pursuant to Insurance Article, Title 7, Annotated Code of Maryland, and this chapter incomplete, vague, or confusing. If it is impractical for a person filing a statement, form, or notification pursuant to Insurance Article, Title 7, Annotated Code of Maryland, to furnish any required information, document, or report at the time it is required to be filed, the person shall file with the Commissioner a separate document: Identifying the information, document, or report in question; Stating why the filing thereof at the time required is impractical; and Requesting an extension of time for filing the information, document, or report to a specified date. The request for extension shall be deemed granted unless the Commissioner denies the request in writing and within 30 business days of the receipt of the request. If a domestic insurer, including any person controlling a domestic insurer, is proposing a merger or acquisition pursuant to Insurance Article, §7–303(a), Annotated Code of Maryland, that person shall file with the Commissioner, at least 30 days before a transaction is proposed to become effective, a Form E, in accordance with the format, guidelines, and instructions approved by the Commissioner. The acquiring person in an acquisition subject to Insurance Article, §7-403, Annotated Code of Maryland, shall file with the Commissioner, at least 30 days before the acquisition is proposed to become effective, a Form E, in accordance with the format, guidelines, and instructions approved by the Commissioner. Upon request and in addition to the information provided in §A or B of this regulation, the Commissioner may require the opinion of an economist about the competitive impact of the acquisition or merger in the State, together with a summary of the education and experience of the economist indicating the economist’s ability to make an informed opinion pursuant to Insurance Article, §7–403(c)(2)(ii), Annotated Code of Maryland. A person seeking to acquire control of a domestic insurer pursuant to Insurance Article, §7–304, Annotated Code of Maryland, shall file with the Commissioner and provide a copy to the domestic insurer a Form A at least 60 days before a transaction is proposed to become effective, in accordance with the format, guidelines, and instructions approved by the Commissioner. If any material change occurs in the facts set forth in the statement filed with the Commissioner and provided to the insurer in the Form A, an amendment, together with copies of any documents or other materials necessary to describe the amendment, shall be filed with the Commissioner prior to the Commissioner’s disposition on the application, and provided to the insurer within the earlier of 2 business days after: The change occurs; or The person that filed the statement learns of the change. A person required to file an annual registration statement pursuant to Insurance Article, §7–601, Annotated Code of Maryland, shall file with the Commissioner a Form B, in accordance with the format, guidelines, and instructions approved by the Commissioner. Unless extended by the Commissioner for good cause, the Form B shall be filed within 15 days after the insurer becomes subject to registration and, for each subsequent year, annually on or before May 1. No information need be disclosed pursuant to §A of this regulation if the information is not material. Sales, purchases, exchanges, loans, or extensions of credit, investments, or guarantees involving 1/2 of 1 percent (.5 percent) or less of an insurer’s admitted assets as of the 31st day of the December next preceding may not be deemed material for the purposes of this section. A person required to file an annual registration statement pursuant to Insurance Article, §7–601, Annotated Code of Maryland, and Regulation .09 of this chapter shall file with the Commissioner a Form C, in accordance with the format, guidelines, and instructions approved by the Commissioner, annually on or before May 1. A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person (hereinafter referred to as the “subject”) shall contain the following information: The number of authorized, issued, and outstanding voting securities of the subject; With respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject’s voting securities which are held of record or known to be beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly; All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person; and A statement explaining why the person should not be considered to control the subject. A request for termination of registration shall be deemed to have been granted unless the Commissioner, within 30 days after receipt of the request, notifies the registrant otherwise. A person filing notice with the Commissioner of a proposed transaction pursuant to Insurance Article, Title 7, Subtitle 7, Annotated Code of Maryland, shall file a Form D, in accordance with the format, guidelines, and instructions approved by the Commissioner. Pursuant to Insurance Article, §7-702(6), Annotated Code of Maryland, agreements, including but not limited to management agreements, service contracts, tax allocation agreements, or cost-sharing agreements shall include as applicable, the following provisions: Identification of the person providing services and the nature of such services, managerial responsibilities, or services to be performed; The methods to allocate costs; Timely settlement, not less frequently than on a quarterly basis and compliance with the requirements in the NAIC Accounting Practices and Procedure Manual regarding expense allocation; The prohibition of the advancement of funds by the insurer to the affiliate except to pay for services defined in the agreement; The statement that the insurer will maintain oversight for functions provided to the insurer by the affiliate and that the insurer will monitor services annually for quality assurance; The definition of books and records of the insurer to include all books and records developed or maintained under or related to the agreement; The statement that all books and records of the insurer are and remain the property of the insurer and are subject to control of the insurer; The statement that all funds and invested assets of the insurer are the exclusive property of the insurer, held for the benefit of the insurer, and are subject to the control of the insurer; The standards for termination of the agreement with and without cause; The indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services; The statement that, if the insurer is placed in receivership or seized by the Commissioner pursuant to Insurance Article, §9-212, Annotated Code of Maryland: All of the rights of the insurer under the agreement extend to the receiver or the Commissioner; and All books and records will immediately be made available to the receiver or the Commissioner, and shall be turned over to the receiver or the Commissioner immediately upon the receiver’s or the Commissioner’s request; The statement that if the insurer is placed in receivership pursuant to Insurance Article, §9-212, Annotated Code of Maryland the affiliate has no automatic right to terminate the agreement; and The statement that the affiliate will continue to maintain any systems, programs, or other infrastructure notwithstanding a seizure by the Commissioner pursuant to Insurance Article, §9-212, Annotated Code of Maryland, and will make them available to the receiver, for so long as the affiliate continues to receive timely payment for services rendered. In determining whether a transaction is fair and reasonable pursuant to Insurance Article, §7-702, Annotated Code of Maryland, the Commissioner may consider: Services received or provided; Whether the services provided by the affiliated entity are: Only being provided to other affiliated entities; or Being provided to both affiliated and nonaffiliated entities; The cost of services received or provided, including: Actual cost; Market cost; Overhead charges; Profit margin; and The allocation method used to share: Costs of services received or provided; and Federal income tax expenses and credits among parties to consolidated federal income tax filing agreements; and Other factors deemed necessary by the Commissioner to determine if the terms of the transaction are fair and reasonable. The ultimate controlling person of an insurer required to file an enterprise risk report under Insurance Article, §7–603(h)(1), Annotated Code of Maryland, shall: Unless extended by the Commissioner for good cause, by July 1 of each year, file with the Commissioner a properly executed Form F in accordance with the format, guidelines, and instructions approved by the Commissioner; and File any other document or information that the Commissioner considers necessary to identify the significant risks within the insurance holding company system that could pose enterprise risk to the insurer. Pursuant to Insurance Article, §7-706, Annotated Code of Maryland, a domestic insurer may not pay an extraordinary dividend or make any other extraordinary distribution to its shareholders unless: The insurer provides notice of the declaration to the Commissioner at least 30 days before the declaration is made; and The Commissioner has approved or not disapproved the declaration within 30 days following the notice. The insurer shall file a written request for approval of extraordinary dividends or any other extraordinary distribution to shareholders and shall include the following in the request: The amount of the proposed dividend or distribution; The date proposed for the payment of the dividend or the distribution; A statement as to whether the dividend is to be in cash or other property and, if in property, a description thereof, its cost, and its fair market value together with an explanation of the basis for valuation; The copy of the calculations determining that the proposed dividend is extraordinary pursuant to the definition in Insurance Article, §7-706(b), Annotated Code of Maryland, which shall include the following information: The amounts, dates, and form of payment of all dividends or distributions of cash or other property stated at fair market value paid within the preceding 12 consecutive months ending on the date fixed for payment of the proposed dividend for which approval is sought; Surplus as regards policyholders (total capital and surplus) as of the 31st day of December of the preceding year; One of the following: If the insurer is a life insurer, the net gain from operations of the insurer not including realized capital gains for the 12-month-period ending December 31 of the preceding year or pro rata distributions of any class of the insurer’s own securities; or If the insurer is not a life insurer, the net investment income not including realized capital gains for the 12-month period ending December 31 of the preceding year or pro rata distributions of any class of the insurer’s own securities; and If the insurer is not a life insurer, the net investment income from the 3 calendar years prior to the preceding calendar year, not including realized capital gains, minus dividends paid to stockholders in the preceding 3 calendar years; A balance sheet and statement of income for the period intervening from the last annual statement filed with the Commissioner and the end of the month preceding the month in which the request for dividend approval is submitted; and A brief statement as to the effect of the proposed dividend upon the insurer’s surplus and the reasonableness of surplus in relation to the insurer’s outstanding liabilities and the adequacy of surplus relative to the insurer’s financial needs. Where an insurance holding company system has previously filed the annual group capital calculation required under Insurance Article, §7–603(i), Annotated Code of Maryland, the lead state commissioner has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation if the lead state commissioner makes a determination based upon that filing that the insurance holding company system: Has annual direct written and unaffiliated assumed premium (including international direct and assumed premium, but excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program) of less than $1,000,000,000; Does not include an insurer that is domiciled outside of the United States or one of its territories; Does not include a banking, depository or other financial entity that is subject to an identified regulatory capital framework; Attests that no material changes in the transactions between insurers and non-insurers in the group have occurred since the last filing of the annual group capital; and Does not include a non-insurer that poses a material financial risk to the insurer’s ability to honor policyholder obligations. Where an insurance holding company system has previously filed the annual group capital calculation required under Insurance Article, §7–603(i), Annotated Code of Maryland, the lead state commissioner may accept a limited group capital filing in lieu of the group capital calculation if the insurance holding company system: Has annual direct written and unaffiliated assumed premium (including international direct and assumed premium, but excluding premiums reinsured with the Federal Crop Insurance Corporation and Federal Flood Program) of less than $1,000,000,000; Does not include an insurer that is domiciled outside of the United States or one of its territories; Does not include a banking, depository or other financial entity that is subject to an identified regulatory capital framework; Attests that no material changes in the transactions between insurers and non-insurers in the group have occurred since the last filing of the annual group capital; and Does not include a non-insurer that poses a material financial risk to the insurer’s ability to honor policyholder obligations. For an insurance holding company that has previously met an exemption with respect to the group capital calculation pursuant to §A or B of this regulation, the lead state commissioner may require at any time the ultimate controlling person to file an annual group capital calculation, completed in accordance with the group capital calculation instructions adopted by the NAIC, if: Any insurer within the insurance holding company system is in a risk-based capital action or control level event as set forth in Insurance Article, §§4-305 through 4-308, Annotated Code of Maryland, or a similar standard for a non-U.S. insurer; Any insurer within the insurance holding company system meets one or more of the standards of an insurer deemed to be in hazardous financial condition as defined in Insurance Article, §9-102, Annotated Code of Maryland; or Any insurer within the insurance holding company system otherwise exhibits qualities of a troubled insurer, as determined by the lead state commissioner based on unique circumstances including, but not limited to, the type and volume of business written, ownership and organizational structure, federal agency requests, and international supervisor requests. A non-U.S. jurisdiction is considered to “recognize and accept” the group capital calculation, as described in Insurance Article, §7–603(i)(2)(v), Annotated Code of Maryland, if: It satisfies either of the following criteria: The non-U.S. jurisdiction recognizes the U.S. state regulatory approach to group supervision and group capital, by providing confirmation by a competent regulatory authority, in such jurisdiction, that insurers and insurance groups whose lead state is accredited by the NAIC under the NAIC Accreditation Program shall be subject only to worldwide prudential insurance group supervision including worldwide group governance, solvency and capital, and reporting, as applicable, by the lead state and will not be subject to group supervision, including worldwide group governance, solvency and capital, and reporting, at the level of the worldwide parent undertaking of the insurance or reinsurance group by the non-U.S. jurisdiction; or Where no U.S. insurance groups operate in the non-U.S. jurisdiction, that non-U.S. jurisdiction indicates formally in writing to the lead state with a copy to the International Association of Insurance Supervisors that the group capital calculation is an acceptable international capital standard; and The non-U.S. jurisdiction provides confirmation by a competent regulatory authority in such jurisdiction that information regarding insurers and their parent, subsidiary, or affiliated entities, if applicable, shall be provided to the lead state commissioner in accordance with a memorandum of understanding or similar document between the commissioner and such jurisdiction, including but not limited to the International Association of Insurance Supervisors Multilateral Memorandum of Understanding or other multilateral memoranda of understanding coordinated by the NAIC, provided that the Commissioner shall determine in consultation with the NAIC committee process that the requirements of such memorandum are in force. A list will be published through the NAIC committee process that: Identifies non-U.S. jurisdictions that are considered to “recognize and accept” the group capital calculation, as described in Insurance Article, §7–603(i)(2)(v), Annotated Code of Maryland to assist the lead state commissioner in determining which insurers shall file an annual group capital calculation; Clarifies those situations in which a jurisdiction is exempted from filing under Insurance Article, §7–603(i)(2)(iv)-(v), Annotated Code of Maryland; and To assist with a determination under Insurance Article, §7–603(i)(3), Annotated Code of Maryland, identify whether a jurisdiction that is exempted under Insurance Article, §7–603(i)(2)(iii)-(v) , Annotated Code of Maryland requires a group capital filing for any U.S. based insurance group’s operations in that non-U.S. jurisdiction. For a non-U.S. jurisdiction where no U.S. insurance groups operate, the confirmation provided to meet the requirement of §D(1)(b) of this regulation will serve as support for recommendation to be published as a jurisdiction that “recognizes and accepts” the group capital calculation through the NAIC committee process. If the lead state commissioner makes a determination pursuant to Insurance Article, §7–603(i)(2)(v), Annotated Code of Maryland that differs from the NAIC List, the lead state commissioner shall provide thoroughly documented justification to the NAIC and other states. Upon determination by the lead state commissioner that a non-U.S. jurisdiction no longer meets one or more of the requirements to “recognize and accept” the group capital calculation, as described in Insurance Article, §7–603(i)(2)(v), Annotated Code of Maryland, the lead state commissioner may provide a recommendation to the NAIC that the non-U.S. jurisdiction be removed from the list of jurisdictions that “recognize and accepts” the group capital calculation. Insurance Article, §§1-101(jj), 2-109, 2-205, 2-209, and 5-901—5-917 and Title 7, Annotated Code of Maryland Effective date: Regulations .01 and .02 adopted as an emergency provision effective December 8, 1993 (20:26 Md. R. 2024) Regulations .01 and .02 adopted effective March 28, 1994 (21:6 Md. R. 467) Chapter recodified from 09.31.01 to COMAR 31.04.18 effective September 7, 1998 (25:18 Md. R. 1439) Regulation .02 repealed and new Regulation .02 adopted effective November 7, 2016 (43:16 Md. R. 901) Regulation .02B amended effective January 6, 2025 (51:26 Md. R. 1187) Regulations .03—.14 adopted effective November 7, 2016 (43:16 Md. R. 901) Regulation .15 adopted effective January 6, 2025 (51:26 Md. R. 1187)