{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/38.2-1301.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/38.2-1301.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/38.2-1301.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/38.2-1301.1.html"}],"law_id":361277,"edition_id":2,"section_id":361277,"structure_id":51663,"section_number":"38.2-1301.1","catch_line":"Material transaction disclosures","history":"1994, c. 308; 2001, c. 519.","full_text":"A\n\nEvery insurer domiciled in this Commonwealth shall file a report with the Commission disclosing material acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements unless such acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements have been submitted to the Commission for review, approval or information purposes pursuant to other provisions of Title 38.2 or the rules and regulations of the Commission.\n\n1\n\nThe report required by this subsection is due within fifteen days after the end of the calendar month in which any of the foregoing transactions occur.\n\n2\n\nOne complete copy of the report, including any exhibits or other attachments filed as part thereof, shall be filed with the National Association of Insurance Commissioners unless the insurer has applied for and has been granted an exemption from this requirement by the Commission.\n\nB\n\nAll reports obtained by or disclosed to the Commission pursuant to this section, shall be given confidential treatment, shall not be subject to subpoena, and shall not be made public by the Commission, the National Association of Insurance Commissioners, or any other person without the prior written consent of the insurer to which it pertains unless the Commission, after giving the insurer which would be affected thereby, notice and an opportunity to be heard, determines that the interest of policyholders, shareholders, or the public will be served by the publication thereof, in which event the Commission may publish all or any part thereof in such manner as it may deem appropriate. Notwithstanding the foregoing, the Commission may at its discretion disclose such reports to (i) a regulatory official of any state or country; (ii) the National Association of Insurance Commissioners, its affiliate or its subsidiary; or (iii) a law-enforcement authority of any state or country. Any such disclosure by the Commission shall not constitute a waiver of confidentiality of any such report.\n\nC\n\nNo acquisitions or dispositions of assets need be reported pursuant to subsection A if the acquisitions or dispositions are not material. For purposes of this section, a material acquisition, or the aggregate of any series of related acquisitions during any thirty-day period, or disposition, or the aggregate of any series of related dispositions during any thirty-day period, is one that is nonrecurring and not in the ordinary course of business and involves more than five percent of the reporting insurer’s total admitted assets as reported in its most recent statutory statement filed with the Commission.\n\n1\n\nAsset acquisitions subject to this section include every purchase, lease, exchange, merger, consolidation, succession, or other acquisition other than the construction or development of real property by or for the reporting insurer or the acquisition of materials for such purpose.\n\n2\n\nAsset dispositions subject to this section include every sale, lease, exchange, merger, consolidation, mortgage, pledge or hypothecation, assignment, whether for the benefit of creditors or otherwise, abandonment, destruction, or other disposition.\n\n3\n\nThe following information is required to be disclosed in any report of a material acquisition or disposition of assets:\n\t\t\t\ta. Date of the transaction;\n\n\t\t\t\tb. Manner of acquisition or disposition;\n\n\t\t\t\tc. Description of the assets involved;\n\n\t\t\t\td. Nature and amount of the consideration given or received;\n\n\t\t\t\te. Purpose of, or reason for, the transaction;\n\n\t\t\t\tf. Manner by which the amount of consideration was determined;\n\n\t\t\t\tg. Gain or loss recognized or realized as a result of the transaction; and\n\n\t\t\t\th. Name of all persons from whom the assets were acquired or to whom they were disposed.\n\n4\n\nInsurers are required to report material acquisitions and dispositions on a nonconsolidated basis unless the insurer is part of a consolidated group of insurers which utilizes a pooling arrangement or 100 percent reinsurance agreement that affects the solvency and integrity of the insurer’s reserves and such insurer ceded substantially all of its direct and assumed business to the pool. An insurer is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer has less than one million dollars total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement and the net income of the business not subject to the pooling arrangement represents less than five percent of the insurer’s capital and surplus.\n\nD\n\nNo nonrenewals, cancellations or revisions of ceded reinsurance agreements need be reported pursuant to this section if the nonrenewals, cancellations or revisions are not material. For purposes of this section, a material nonrenewal, cancellation or revision is one that affects for property and casualty business, including accident and health business when written as such, more than fifty percent of an insurer’s ceded written premium, or for life, annuity and accident and health business, more than fifty percent of the total reserve credit taken for business ceded, on an annualized basis as indicated in the insurer’s most recently filed statutory statement; however, no filing is required if the insurer’s ceded written premium or the total reserve credit taken for business ceded represents, on an annualized basis, less than ten percent of direct plus assumed written premium or ten percent of the statutory reserve requirement prior to any cession, respectively.\n\n1\n\nSubject to the foregoing criteria, a report is to be filed without regard to which party has initiated the nonrenewal, cancellation or revision of ceded reinsurance whenever one or more of the following conditions exist:\n\t\t\t\ta. The entire cession has been cancelled, nonrenewed or revised and ceded indemnity and loss adjustment expense reserves after any nonrenewal, cancellation or revision represent less than fifty percent of the comparable reserves that would have been ceded had the nonrenewal, cancellation or revision not occurred;\n\n\t\t\t\tb. An authorized or accredited reinsurer has been replaced on an existing cession by an unauthorizing reinsurer; or\n\n\t\t\t\tc. Collateral requirements previously established for unauthorized reinsurers have been reduced; e.g., the requirement to collateralize incurred but not reported (IBNR) claim reserves has been waived with respect to one or more unauthorized reinsurers newly participating in an existing cession.\n\n\t\t\t\tSubject to the materiality criteria, for purposes of the foregoing subdivisions b and c, a report shall be filed if the result of the revision affects more than ten percent of the cession.\n\n2\n\nThe following information is required to be disclosed in any report of a material nonrenewal, cancellation or revision of ceded reinsurance agreements:\n\t\t\t\ta. Effective date of the nonrenewal, cancellation or revision;\n\n\t\t\t\tb. The description of the transaction with an identification of the initiator thereof;\n\n\t\t\t\tc. Purpose of, or reason for, the transaction; and\n\n\t\t\t\td. If applicable, the identity of the replacement reinsurers.\n\n3\n\nInsurers are required to report all material nonrenewals, cancellations or revisions of ceded reinsurance agreements on a nonconsolidated basis unless the insurer is part of a consolidated group of insurers which utilizes a pooling arrangement or 100 percent reinsurance agreement that affects the solvency and integrity of the insurer’s reserves and such insurer ceded substantially all of its direct and assumed business to the pool. An insurer is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer has less than one million dollars total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement and the net income of the business not subject to the pooling arrangement represents less than five percent of the insurer’s capital and surplus.\n\n","order_by":null,"text":{"0":{"id":1344268,"text":"Every insurer domiciled in this Commonwealth shall file a report with the Commission disclosing material acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements unless such acquisitions and dispositions of assets or material nonrenewals, cancellations or revisions of ceded reinsurance agreements have been submitted to the Commission for review, approval or information purposes pursuant to other provisions of Title 38.2 or the rules and regulations of the Commission.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":1344269,"text":"The report required by this subsection is due within fifteen days after the end of the calendar month in which any of the foregoing transactions occur.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":1344270,"text":"One complete copy of the report, including any exhibits or other attachments filed as part thereof, shall be filed with the National Association of Insurance Commissioners unless the insurer has applied for and has been granted an exemption from this requirement by the Commission.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":1344271,"text":"All reports obtained by or disclosed to the Commission pursuant to this section, shall be given confidential treatment, shall not be subject to subpoena, and shall not be made public by the Commission, the National Association of Insurance Commissioners, or any other person without the prior written consent of the insurer to which it pertains unless the Commission, after giving the insurer which would be affected thereby, notice and an opportunity to be heard, determines that the interest of policyholders, shareholders, or the public will be served by the publication thereof, in which event the Commission may publish all or any part thereof in such manner as it may deem appropriate. Notwithstanding the foregoing, the Commission may at its discretion disclose such reports to (i) a regulatory official of any state or country; (ii) the National Association of Insurance Commissioners, its affiliate or its subsidiary; or (iii) a law-enforcement authority of any state or country. Any such disclosure by the Commission shall not constitute a waiver of confidentiality of any such report.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":1344272,"text":"No acquisitions or dispositions of assets need be reported pursuant to subsection A if the acquisitions or dispositions are not material. For purposes of this section, a material acquisition, or the aggregate of any series of related acquisitions during any thirty-day period, or disposition, or the aggregate of any series of related dispositions during any thirty-day period, is one that is nonrecurring and not in the ordinary course of business and involves more than five percent of the reporting insurer’s total admitted assets as reported in its most recent statutory statement filed with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"5":{"id":1344273,"text":"Asset acquisitions subject to this section include every purchase, lease, exchange, merger, consolidation, succession, or other acquisition other than the construction or development of real property by or for the reporting insurer or the acquisition of materials for such purpose.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"6":{"id":1344274,"text":"Asset dispositions subject to this section include every sale, lease, exchange, merger, consolidation, mortgage, pledge or hypothecation, assignment, whether for the benefit of creditors or otherwise, abandonment, destruction, or other disposition.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"7":{"id":1344275,"text":"The following information is required to be disclosed in any report of a material acquisition or disposition of assets:\n\t\t\t\ta. Date of the transaction;\t\t\t\tb. Manner of acquisition or disposition;\t\t\t\tc. Description of the assets involved;\t\t\t\td. Nature and amount of the consideration given or received;\t\t\t\te. Purpose of, or reason for, the transaction;\t\t\t\tf. Manner by which the amount of consideration was determined;\t\t\t\tg. Gain or loss recognized or realized as a result of the transaction; and\t\t\t\th. Name of all persons from whom the assets were acquired or to whom they were disposed.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"8":{"id":1344276,"text":"Insurers are required to report material acquisitions and dispositions on a nonconsolidated basis unless the insurer is part of a consolidated group of insurers which utilizes a pooling arrangement or 100 percent reinsurance agreement that affects the solvency and integrity of the insurer’s reserves and such insurer ceded substantially all of its direct and assumed business to the pool. An insurer is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer has less than one million dollars total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement and the net income of the business not subject to the pooling arrangement represents less than five percent of the insurer’s capital and surplus.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"9":{"id":1344277,"text":"No nonrenewals, cancellations or revisions of ceded reinsurance agreements need be reported pursuant to this section if the nonrenewals, cancellations or revisions are not material. For purposes of this section, a material nonrenewal, cancellation or revision is one that affects for property and casualty business, including accident and health business when written as such, more than fifty percent of an insurer’s ceded written premium, or for life, annuity and accident and health business, more than fifty percent of the total reserve credit taken for business ceded, on an annualized basis as indicated in the insurer’s most recently filed statutory statement; however, no filing is required if the insurer’s ceded written premium or the total reserve credit taken for business ceded represents, on an annualized basis, less than ten percent of direct plus assumed written premium or ten percent of the statutory reserve requirement prior to any cession, respectively.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"D1"},"10":{"id":1344278,"text":"Subject to the foregoing criteria, a report is to be filed without regard to which party has initiated the nonrenewal, cancellation or revision of ceded reinsurance whenever one or more of the following conditions exist:\n\t\t\t\ta. The entire cession has been cancelled, nonrenewed or revised and ceded indemnity and loss adjustment expense reserves after any nonrenewal, cancellation or revision represent less than fifty percent of the comparable reserves that would have been ceded had the nonrenewal, cancellation or revision not occurred;\t\t\t\tb. An authorized or accredited reinsurer has been replaced on an existing cession by an unauthorizing reinsurer; or\t\t\t\tc. Collateral requirements previously established for unauthorized reinsurers have been reduced; e.g., the requirement to collateralize incurred but not reported (IBNR) claim reserves has been waived with respect to one or more unauthorized reinsurers newly participating in an existing cession.\t\t\t\tSubject to the materiality criteria, for purposes of the foregoing subdivisions b and c, a report shall be filed if the result of the revision affects more than ten percent of the cession.","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"11":{"id":1344279,"text":"The following information is required to be disclosed in any report of a material nonrenewal, cancellation or revision of ceded reinsurance agreements:\n\t\t\t\ta. Effective date of the nonrenewal, cancellation or revision;\t\t\t\tb. The description of the transaction with an identification of the initiator thereof;\t\t\t\tc. Purpose of, or reason for, the transaction; and\t\t\t\td. If applicable, the identity of the replacement reinsurers.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"12":{"id":1344280,"text":"Insurers are required to report all material nonrenewals, cancellations or revisions of ceded reinsurance agreements on a nonconsolidated basis unless the insurer is part of a consolidated group of insurers which utilizes a pooling arrangement or 100 percent reinsurance agreement that affects the solvency and integrity of the insurer’s reserves and such insurer ceded substantially all of its direct and assumed business to the pool. An insurer is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer has less than one million dollars total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement and the net income of the business not subject to the pooling arrangement represents less than five percent of the insurer’s capital and surplus.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2"}},"ancestry":[{"id":51663,"edition_id":2,"name":"Annual Statements and Other Reports","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":51662,"metadata":{"child_laws":9,"child_structures":0},"date_created":"2026-08-02 02:45:54","date_modified":"2026-08-02 12:33:00","permalink":{"id":1438351,"object_type":"structure","relational_id":51663,"identifier":"1","token":"38.2\/13\/1","url":"\/38.2\/13\/1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":51662,"edition_id":2,"name":"Reports, Reserves and Examinations, Insurance Holding Companies, Reinsurance Intermediaries, and Managing General Agents","identifier":"13","label":"chapter","depth":2,"order_by":13,"parent_id":51644,"metadata":{"child_laws":128,"child_structures":13},"date_created":"2026-08-02 02:45:54","date_modified":"2026-08-02 12:33:00","permalink":{"id":1438349,"object_type":"structure","relational_id":51662,"identifier":"13","token":"38.2\/13","url":"\/38.2\/13\/","edition_id":2,"permalink":0,"preferred":1}},{"id":51644,"edition_id":2,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":88,"parent_id":null,"metadata":{"child_laws":1890,"child_structures":173},"date_created":"2026-08-02 02:45:30","date_modified":"2026-08-02 12:32:55","permalink":{"id":1437663,"object_type":"structure","relational_id":51644,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":361276,"structure_id":51663,"section_number":"38.2-1300","catch_line":"Annual statements","url":"\/38.2-1300\/","token":"38.2\/13\/1\/38.2-1300","metadata":false},{"id":361278,"structure_id":51663,"section_number":"38.2-1301","catch_line":"Additional reports","url":"\/38.2-1301\/","token":"38.2\/13\/1\/38.2-1301","metadata":false},{"id":361277,"structure_id":51663,"section_number":"38.2-1301.1","catch_line":"Material transaction disclosures","url":"\/38.2-1301.1\/","token":"38.2\/13\/1\/38.2-1301.1","metadata":false},{"id":361279,"structure_id":51663,"section_number":"38.2-1302","catch_line":"Extension of filing time","url":"\/38.2-1302\/","token":"38.2\/13\/1\/38.2-1302","metadata":false},{"id":361280,"structure_id":51663,"section_number":"38.2-1303","catch_line":"Printed forms to be filed by insurers; certificates to domestic insurers","url":"\/38.2-1303\/","token":"38.2\/13\/1\/38.2-1303","metadata":false},{"id":361281,"structure_id":51663,"section_number":"38.2-1304","catch_line":"False statements, reports, etc., deemed a Class 5 felony","url":"\/38.2-1304\/","token":"38.2\/13\/1\/38.2-1304","metadata":false},{"id":361282,"structure_id":51663,"section_number":"38.2-1305","catch_line":"Voluntary reports","url":"\/38.2-1305\/","token":"38.2\/13\/1\/38.2-1305","metadata":false},{"id":361286,"structure_id":51663,"section_number":"38.2-1306","catch_line":"Reports to be open to public inspection","url":"\/38.2-1306\/","token":"38.2\/13\/1\/38.2-1306","metadata":false},{"id":361283,"structure_id":51663,"section_number":"38.2-1306.1","catch_line":"Insurance companies' analyses confidential","url":"\/38.2-1306.1\/","token":"38.2\/13\/1\/38.2-1306.1","metadata":false}],"previous_section":{"id":361278,"structure_id":51663,"section_number":"38.2-1301","catch_line":"Additional reports","url":"\/38.2-1301\/","token":"38.2\/13\/1\/38.2-1301","metadata":false},"next_section":{"id":361279,"structure_id":51663,"section_number":"38.2-1302","catch_line":"Extension of filing time","url":"\/38.2-1302\/","token":"38.2\/13\/1\/38.2-1302","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1301.1\/","history_text":"

This law was first created in 1994. The record of its establishment is cataloged in chapter 308<\/a> 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. It has been modified 1 time. 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. That modification is as follows: in 2001, chapter 519<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1438361,"object_type":"law","relational_id":361277,"identifier":"38.2-1301.1","token":"38.2\/13\/1\/38.2-1301.1","url":"\/38.2-1301.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/38.2-1301.1\/","token":"38.2\/13\/1\/38.2-1301.1","dublin_core":{"Title":"Material transaction disclosures","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1301.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Every insurer<\/span> domiciled in this Commonwealth shall file a report with the Commission<\/span> disclosing material<\/span> acquisitions and dispositions<\/span> of assets<\/span> or material<\/span> nonrenewals, cancellations or revisions of ceded reinsurance agreements unless such acquisitions and dispositions<\/span> of assets<\/span> or material<\/span> nonrenewals, cancellations or revisions of ceded reinsurance agreements have been submitted to the Commission<\/span> for review, approval or information purposes pursuant to other provisions of Title 38.2 or the rules and regulations of the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The report required by this subsection is due within fifteen days after the end of the calendar month in which any of the foregoing transactions occur. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> One complete copy of the report, including any exhibits or other attachments<\/span> filed as part thereof, shall be filed with the National Association of Insurance<\/span> Commissioners<\/span> unless the insurer<\/span> has applied for and has been granted an exemption from this requirement by the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> All reports obtained by or disclosed to the Commission<\/span> pursuant to this section, shall be given confidential treatment, shall not be subject to subpoena<\/span>, and shall not be made public by the Commission<\/span>, the National Association of Insurance<\/span> Commissioners<\/span>, or any other person<\/span> without the prior written consent of the insurer<\/span> to which it pertains unless the Commission<\/span>, after giving the insurer<\/span> which would be affected thereby, notice and an opportunity to be heard, determines that the interest of policyholders, shareholders, or the public will be served by the publication thereof, in which event the Commission<\/span> may publish all or any part thereof in such manner as it may deem appropriate. Notwithstanding the foregoing, the Commission<\/span> may at its discretion disclose such reports to (i) a regulatory official of any state<\/span> or country; (ii) the National Association of Insurance<\/span> Commissioners<\/span>, its affiliate or its subsidiary; or (iii) a law<\/span>-enforcement authority of any state<\/span> or country. Any such disclosure by the Commission<\/span> shall not constitute a waiver<\/span> of confidentiality of any such report. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> No acquisitions or dispositions<\/span> of assets<\/span> need be reported pursuant to subsection A if the acquisitions or dispositions<\/span> are not material<\/span>. For purposes of this section, a material<\/span> acquisition, or the aggregate of any series of related acquisitions during any thirty-day period, or disposition<\/span>, or the aggregate of any series of related dispositions<\/span> during any thirty-day period, is one that is nonrecurring and not in the ordinary course of business and involves more than five percent of the reporting insurer<\/span>’s total admitted assets<\/span> as reported in its most recent statutory statement filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Asset acquisitions subject to this section include every purchase, lease, exchange, merger, consolidation<\/span>, succession, or other acquisition other than the construction or development of real property by or for the reporting insurer<\/span> or the acquisition of materials<\/span> for such purpose. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Asset dispositions<\/span> subject to this section include every sale, lease, exchange, merger, consolidation<\/span>, mortgage, pledge or hypothecation, assignment, whether for the benefit of creditors<\/span> or otherwise, abandonment, destruction, or other disposition<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The following information is required to be disclosed in any report of a material<\/span> acquisition or disposition<\/span> of assets<\/span>:\n\t\t\t\ta. Date of the transaction;

\t\t\t\tb. Manner of acquisition or disposition<\/span>;

\t\t\t\tc. Description of the assets<\/span> involved;

\t\t\t\td. Nature and amount of the consideration given or received;

\t\t\t\te. Purpose of, or reason for, the transaction;

\t\t\t\tf. Manner by which the amount of consideration was determined;

\t\t\t\tg. Gain or loss recognized or realized as a result of the transaction; and

\t\t\t\th. Name of all persons<\/span> from whom the assets<\/span> were acquired or to whom they were disposed. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Insurers<\/span> are required to report material<\/span> acquisitions and dispositions<\/span> on a nonconsolidated basis unless the insurer<\/span> is part of a consolidated group of insurers<\/span> which utilizes a pooling arrangement or 100 percent reinsurance agreement that affects the solvency and integrity of the insurer<\/span>’s reserves and such insurer<\/span> ceded substantially all of its direct and assumed business to the pool. An insurer<\/span> is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer<\/span> has less than one million dollars total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement and the net income of the business not subject to the pooling arrangement represents less than five percent of the insurer<\/span>’s capital and surplus. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No nonrenewals, cancellations or revisions of ceded reinsurance agreements need be reported pursuant to this section if the nonrenewals, cancellations or revisions are not material<\/span>. For purposes of this section, a material<\/span> nonrenewal, cancellation or revision is one that affects for property and casualty business, including accident and health business when written as such, more than fifty percent of an insurer<\/span>’s ceded written premium, or for life, annuity and accident and health business, more than fifty percent of the total reserve credit taken for business ceded, on an annualized basis as indicated in the insurer<\/span>’s most recently filed statutory statement; however, no filing is required if the insurer<\/span>’s ceded written premium or the total reserve credit taken for business ceded represents, on an annualized basis, less than ten percent of direct plus assumed written premium or ten percent of the statutory reserve requirement prior to any cession, respectively. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Subject to the foregoing criteria, a report is to be filed without regard to which party<\/span> has initiated the nonrenewal, cancellation or revision of ceded reinsurance whenever one or more of the following conditions exist:\n\t\t\t\ta. The entire cession has been cancelled, nonrenewed or revised and ceded indemnity and loss adjustment expense reserves after any nonrenewal, cancellation or revision represent less than fifty percent of the comparable reserves that would have been ceded had the nonrenewal, cancellation or revision not occurred;

\t\t\t\tb. An authorized or accredited reinsurer has been replaced on an existing cession by an unauthorizing reinsurer; or

\t\t\t\tc. Collateral<\/span> requirements previously established for unauthorized reinsurers have been reduced; e.g., the requirement to collateralize incurred but not reported (IBNR) claim reserves has been waived with respect to one or more unauthorized reinsurers newly participating in an existing cession.

\t\t\t\tSubject to the materiality criteria, for purposes of the foregoing subdivisions b and c, a report shall be filed if the result of the revision affects more than ten percent of the cession. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The following information is required to be disclosed in any report of a material<\/span> nonrenewal, cancellation or revision of ceded reinsurance agreements:\n\t\t\t\ta. Effective date of the nonrenewal, cancellation or revision;

\t\t\t\tb. The description of the transaction with an identification of the initiator thereof;

\t\t\t\tc. Purpose of, or reason for, the transaction; and

\t\t\t\td. If applicable, the identity of the replacement reinsurers. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Insurers<\/span> are required to report all material<\/span> nonrenewals, cancellations or revisions of ceded reinsurance agreements on a nonconsolidated basis unless the insurer<\/span> is part of a consolidated group of insurers<\/span> which utilizes a pooling arrangement or 100 percent reinsurance agreement that affects the solvency and integrity of the insurer<\/span>’s reserves and such insurer<\/span> ceded substantially all of its direct and assumed business to the pool. An insurer<\/span> is deemed to have ceded substantially all of its direct and assumed business to a pool if the insurer<\/span> has less than one million dollars total direct plus assumed written premiums during a calendar year that are not subject to a pooling arrangement and the net income of the business not subject to the pooling arrangement represents less than five percent of the insurer<\/span>’s capital and surplus. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMATERIAL TRANSACTION DISCLOSURES (\u00a7 38.2-1301.1)\n\nA. Every insurer domiciled in this Commonwealth shall file a report with the\nCommission disclosing material acquisitions and dispositions of assets or\nmaterial nonrenewals, cancellations or revisions of ceded reinsurance agreements\nunless such acquisitions and dispositions of assets or material nonrenewals,\ncancellations or revisions of ceded reinsurance agreements have been submitted\nto the Commission for review, approval or information purposes pursuant to other\nprovisions of Title 38.2 or the rules and regulations of the Commission.\n\n 1. The report required by this subsection is due within fifteen days after the\n end of the calendar month in which any of the foregoing transactions occur.\n\n 2. One complete copy of the report, including any exhibits or other\n attachments filed as part thereof, shall be filed with the National\n Association of Insurance Commissioners unless the insurer has applied for and\n has been granted an exemption from this requirement by the Commission.\n\nB. All reports obtained by or disclosed to the Commission pursuant to this\nsection, shall be given confidential treatment, shall not be subject to\nsubpoena, and shall not be made public by the Commission, the National\nAssociation of Insurance Commissioners, or any other person without the prior\nwritten consent of the insurer to which it pertains unless the Commission, after\ngiving the insurer which would be affected thereby, notice and an opportunity to\nbe heard, determines that the interest of policyholders, shareholders, or the\npublic will be served by the publication thereof, in which event the Commission\nmay publish all or any part thereof in such manner as it may deem appropriate.\nNotwithstanding the foregoing, the Commission may at its discretion disclose\nsuch reports to (i) a regulatory official of any state or country; (ii) the\nNational Association of Insurance Commissioners, its affiliate or its\nsubsidiary; or (iii) a law-enforcement authority of any state or country. Any\nsuch disclosure by the Commission shall not constitute a waiver of\nconfidentiality of any such report.\n\nC. No acquisitions or dispositions of assets need be reported pursuant to\nsubsection A if the acquisitions or dispositions are not material. For purposes\nof this section, a material acquisition, or the aggregate of any series of\nrelated acquisitions during any thirty-day period, or disposition, or the\naggregate of any series of related dispositions during any thirty-day period, is\none that is nonrecurring and not in the ordinary course of business and involves\nmore than five percent of the reporting insurer’s total admitted assets as\nreported in its most recent statutory statement filed with the Commission.\n\n 1. Asset acquisitions subject to this section include every purchase, lease,\n exchange, merger, consolidation, succession, or other acquisition other than\n the construction or development of real property by or for the reporting\n insurer or the acquisition of materials for such purpose.\n\n 2. Asset dispositions subject to this section include every sale, lease,\n exchange, merger, consolidation, mortgage, pledge or hypothecation,\n assignment, whether for the benefit of creditors or otherwise, abandonment,\n destruction, or other disposition.\n\n 3. The following information is required to be disclosed in any report of a\n material acquisition or disposition of assets:\n \t\t\t\ta. Date of the transaction;\t\t\t\tb. Manner of acquisition or\n disposition;\t\t\t\tc. Description of the assets involved;\t\t\t\td. Nature and amount\n of the consideration given or received;\t\t\t\te. Purpose of, or reason for, the\n transaction;\t\t\t\tf. Manner by which the amount of consideration was\n determined;\t\t\t\tg. Gain or loss recognized or realized as a result of the\n transaction; and\t\t\t\th. Name of all persons from whom the assets were acquired\n or to whom they were disposed.\n\n 4. Insurers are required to report material acquisitions and dispositions on a\n nonconsolidated basis unless the insurer is part of a consolidated group of\n insurers which utilizes a pooling arrangement or 100 percent reinsurance\n agreement that affects the solvency and integrity of the insurer’s\n reserves and such insurer ceded substantially all of its direct and assumed\n business to the pool. An insurer is deemed to have ceded substantially all of\n its direct and assumed business to a pool if the insurer has less than one\n million dollars total direct plus assumed written premiums during a calendar\n year that are not subject to a pooling arrangement and the net income of the\n business not subject to the pooling arrangement represents less than five\n percent of the insurer’s capital and surplus.\n\nD. No nonrenewals, cancellations or revisions of ceded reinsurance agreements\nneed be reported pursuant to this section if the nonrenewals, cancellations or\nrevisions are not material. For purposes of this section, a material nonrenewal,\ncancellation or revision is one that affects for property and casualty business,\nincluding accident and health business when written as such, more than fifty\npercent of an insurer’s ceded written premium, or for life, annuity and\naccident and health business, more than fifty percent of the total reserve\ncredit taken for business ceded, on an annualized basis as indicated in the\ninsurer’s most recently filed statutory statement; however, no filing is\nrequired if the insurer’s ceded written premium or the total reserve\ncredit taken for business ceded represents, on an annualized basis, less than\nten percent of direct plus assumed written premium or ten percent of the\nstatutory reserve requirement prior to any cession, respectively.\n\n 1. Subject to the foregoing criteria, a report is to be filed without regard\n to which party has initiated the nonrenewal, cancellation or revision of ceded\n reinsurance whenever one or more of the following conditions exist:\n \t\t\t\ta. The entire cession has been cancelled, nonrenewed or revised and ceded\n indemnity and loss adjustment expense reserves after any nonrenewal,\n cancellation or revision represent less than fifty percent of the comparable\n reserves that would have been ceded had the nonrenewal, cancellation or\n revision not occurred;\t\t\t\tb. An authorized or accredited reinsurer has been\n replaced on an existing cession by an unauthorizing reinsurer; or\t\t\t\tc.\n Collateral requirements previously established for unauthorized reinsurers\n have been reduced; e.g., the requirement to collateralize incurred but not\n reported (IBNR) claim reserves has been waived with respect to one or more\n unauthorized reinsurers newly participating in an existing cession.\t\t\t\tSubject\n to the materiality criteria, for purposes of the foregoing subdivisions b and\n c, a report shall be filed if the result of the revision affects more than ten\n percent of the cession.\n\n 2. The following information is required to be disclosed in any report of a\n material nonrenewal, cancellation or revision of ceded reinsurance agreements:\n \t\t\t\ta. Effective date of the nonrenewal, cancellation or revision;\t\t\t\tb. The\n description of the transaction with an identification of the initiator\n thereof;\t\t\t\tc. Purpose of, or reason for, the transaction; and\t\t\t\td. If\n applicable, the identity of the replacement reinsurers.\n\n 3. Insurers are required to report all material nonrenewals, cancellations or\n revisions of ceded reinsurance agreements on a nonconsolidated basis unless\n the insurer is part of a consolidated group of insurers which utilizes a\n pooling arrangement or 100 percent reinsurance agreement that affects the\n solvency and integrity of the insurer’s reserves and such insurer ceded\n substantially all of its direct and assumed business to the pool. An insurer\n is deemed to have ceded substantially all of its direct and assumed business\n to a pool if the insurer has less than one million dollars total direct plus\n assumed written premiums during a calendar year that are not subject to a\n pooling arrangement and the net income of the business not subject to the\n pooling arrangement represents less than five percent of the insurer’s\n capital and surplus.\n\nHISTORY: 1994, c. 308; 2001, c. 519.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}