Insurance Act, 2017 (Act No. 18 of 2017)Chapter 8 : Transfers of Business and Other Significant Transaction50. Transfer, fundamental transaction or change of institutional form |
| (1) | An insurer (other than a branch of a foreign reinsurer, Lloyd’s underwriter or Lloyd’s) may not, without the approval of the Prudential Authority, transfer all or any part of its assets and liabilities relating to its insurance business to another insurer. |
| (2) | A branch of a foreign reinsurer or a Lloyd’s underwriter may not, without the approval of the Prudential Authority, transfer all or any part of its assets and liabilities relating to its insurance business conducted in the Republic to another insurer. |
| (3) | An insurer (other than a branch of a foreign reinsurer, Lloyd’s underwriter or Lloyd’s) or a controlling company may not, without the approval of the Prudential Authority— |
| (a) | participate in any fundamental transaction or compromise contemplated in Part A of Chapter 5 or section 155 of the Companies Act; or |
| (b) | convert from one type of company to another, convert from a co-operative to a company, or in any other way change the type of person it was on the date that it was licensed as an insurer or controlling company. |
| (4) | The Prudential Authority must only grant an approval referred to under subsections (1) to (3) if the Prudential Authority is satisfied— |
| (a) | that the transfer, transaction or change will not impede the financial soundness of an insurer or controlling company that is a party to the transfer, transaction or change; |
| (b) | in the case of an insurer, that the transfer, transaction or change does not negatively impact on the interest of policyholders; |
| (c) | in the case of a controlling company, that the transfer, transaction or change does not negatively impact on the interests of policyholders of the insurers that are part of the insurance group; and |
| (d) | that any prescribed procedures have been complied with. |
| (5) | The Prudential Authority may— |
| (a) | prescribe the requirements that an insurer and controlling company must comply with in respect of transfers, transactions or changes, which may include requirements for informing and consulting policyholders through appropriate media; and |
| (b) | appoint a person, at the cost of the insurer or controlling company, to assess the transfer, transaction or change and express a view on the desirability or otherwise thereof. |
| (6) | A transfer, transaction or change referred to in subsections (1) to (3) that is approved by the Prudential Authority is binding on and enforceable against all persons. |
| (7) | Any person in charge of a deeds registry or other office in which any mortgage bond or movable or immovable property is registered which is to be transferred in accordance with an approved transfer, transaction or change referred to in subsections (1) to (3), must, on receipt of the relevant bond, title deed or registration certificate and a certified copy of the Prudential Authority’s approval, take the measures necessary to effect the transfer. |
| (8) | Any transfer, transaction or change referred to in subsections (1) to (3) that is effected without the approval of the Prudential Authority is void. |