Ownership and organisational requirements
Ownership of (re)insurers
Are there any restrictions on ownership of or investment in (re)insurers in your jurisdiction, including any limits on foreign ownership/investment?
There are no limits on ownership or investment in insurers or reinsurers where the capital is foreign.
What regulations, procedures and eligibility criteria govern the transfer of control of/acquisition of a stake in a (re)insurer?
Chilean law has no general limitations for mergers and acquisitions of insurers or reinsurers. However, in general, parties that are interested in such transactions must inform the Superintendence of Securities and Insurance (SVS) or the National Finance Market Commission’s council (once active) of a merger. The SVS (or the commission) must ordinarily approve the operation and must always approve potential amendments to a company’s bylaws.
If an acquisition involves 10% or more of the company’s capital, the SVS must be informed of the transaction and the persons entering into ownership of the company must prove that they have a patrimony at least equal to:
- the amount of the acquisition; and
- the minimum capitals.
If the company’s patrimony-at-risk is reduced and this is not remedied within the term fixed by the SVS (or the commission), the regulator may issue instructions limiting the transactions that the company can carry out.
Must (re)insurers adopt a certain legal structure in order to operate? If no mandatory company organisation applies, what are the common structures used?
Chilean insurers and reinsurers must be organised as sociedad anónimas (similar to corporations or public limited companies), which are limited by shares and have a board of directors composed of at least seven members.
Do any particular corporate governance requirements apply to (re)insurers, including any eligibility criteria for directors and officers?
Some requirements are established in SVS General Norm 309/2011, including that directors’ technical capabilities (eg, professional qualifications and experience) and moral integrity must be considered during the appointment process.
Which (re)insurers must obtain authorisation from the regulator before operating on the market and what is the procedure for doing so?
To obtain the regulator’s authorisation, insurers and reinsurers must present evidence that they have the minimum capital required, as well as other financial conditions. In addition, evidence will be presented showing that the controllers, majority shareholders, directors, administrators and officers have not been convicted of a crime or prohibited from conducting business or penalised by the insurance regulator.
Insurance and reinsurance contracts for Chilean risks are mandatorily subject to Chilean jurisdiction. However, the parties to a reinsurance contract may choose to apply foreign law and international arbitration may be agreed.
Domestic developments and impact of standards Global standards – including the principles of the International Association of Insurance Supervisors (IAIS) – are being adapted into Chilean law. The Superintendence of Securities and Insurance (SVS) is a member of the IAIS and has taken steps to apply its core principles in an effort to respond to new international standards of supervision. Thus, local regulation has increased the level of information made available to the public, and the International Finance Reporting Standards for companies supervised by the SVS are being implemented.
What are the minimum capital and solvency requirements for (re)insurers operating in your jurisdiction?
The minimum capital requirement is equivalent to UF90,000 (approximately $3.7 million). Further, shareholders must prove that they have a patrimony equal to at least the minimum capital requirement and the investment proposed for the company.
Do any other financial requirements apply?
(Re)insurers must maintain technical reserves and two risk ratings issued by approved risk rating agencies, as well as a five-year business plan.
Are personnel of (re)insurers subject to any professional qualification requirements?
Not specifically, general managers and main executives of the company (including actuaries and the internal comptroller or auditor) must present their CVs.
What rules and requirements govern the business plans of (re)insurers?
The business plan must detail:
- the lines of business, risk profile and objective market;
- projected costs;
- the capital projected to develop the business plan;
- an organisational scheme, detailing functions;
- a competitive strategy; and
- outsourcing requirements.
What risk management systems and procedures must (re)insurers adopt?
Risk management systems and procedures must include:
- policies and procedures;
- internal control systems;
- corporative governance;
- reinsurance policies and programmes;
- investment policies; and
- IT systems.
Reporting and disclosure
What ongoing regulatory reporting and disclosure requirements apply to (re)insurers?
Financial information must be sent electronically on a quarterly and annual basis to the insurance regulator. This information must include financial statements, an analysis and all essential and relevant facts.
Do any other operating requirements apply in your jurisdiction?
What are the consequences of non-compliance with the operating requirements applicable to (re)insurers?
The regulator may apply penalties which, in the case of wilful contempt of court, may include suspension of the (re)insurer’s licence to operate.
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