1. What conditions must be met to merge with an insurance brokerage business?

According to the provisions of Article 71 of Decree 46/2023/ND-CP on division, separation, consolidation, merger and conversion of insurance brokerage enterprises, this process must ensure a number of important conditions. First, the division, separation, consolidation, merger, or conversion of an insurance brokerage enterprise must not affect the legal rights and interests of insurance buyers, employees, and the State.

- Second, this process must fully comply with relevant legal regulations, placing high requirements on legality and transparency in the implementation process. This compliance is not only an obligation of businesses but also ensures the stability and safety of the insurance market.

Legality in the merger process is not only the responsibility of the business but also a close commitment to the legal system. Ensuring compliance with regulations helps businesses avoid legal risks, penalties and fines for violating laws. This also increases the reputation and trust of customers, partners, and the business community in general.

Transparency is a decisive factor in the success of the merger process. Clear and transparent disclosure of information helps create a healthy competitive environment and minimizes the risk of misleading or hidden information. At the same time, transparency also makes an important contribution to protecting the rights of stakeholders, including shareholders, employees, and business partners.

More importantly, legal compliance during the merger process is not only an internal issue of the enterprise but also a larger strategic one, directly affecting the stability and safety of the insurance market. . Having every business adhere to the same legal level helps prevent non-transparent and unfair practices, creates a healthy competitive environment and protects consumer interests. Legality and transparency in the merger process not only ensure the success of the business but also contribute positively to the stability and safety of the market.

- Third, organizations and individuals planning to contribute capital to an insurance brokerage enterprise after consolidation, merger, or transformation of business form must also meet the conditions for capital contribution as prescribed in Clause 1. , 2 and 5 of Article 133 Insurance Business Law 2022 and Article 63 of Decree 46/2023/ND-CP. This emphasizes the importance of ensuring capital for insurance brokerage businesses to ensure stable and sustainable operations.

Finally, insurance brokerage businesses formed after the process of division, separation, consolidation, merger, or transformation of business form need to meet a series of conditions for licensing of establishment and operation. This includes implementing the correct procedures and meeting the requirements of regulatory agencies, to ensure that the newly formed insurance brokerage business operates in accordance with regulations and brings benefits to both. related parties.

2. Documents and procedures for requesting merger of insurance brokerage enterprises

According to the provisions of Article 71 of Decree 46/2023/ND-CP, the process of merging an insurance brokerage enterprise requires the preparation of a strict and complete application dossier. This application should include the following important information and documents:

- Merger request document: Follow the form specified in Appendix VI to the Decree, including detailed information about the merger process, reasons, and achieved goals.

- Documents from competent authorities: Includes documents as prescribed in the company charter, confirming and approving the merger from competent authorities.

- Report on division plan and commitment: Detailed description of division plan, handling of effective contracts, debt obligations, and commitments to customers and employees after the merger.

- List of shareholders and new charter capital structure: Includes list of shareholders or capital contributing members, new charter capital formed after the merger, and charter capital structure of the insurance brokerage enterprise after the merger. merger process.

- Copy of the contract in principle on the merger: A copy from the original or certified copy of the contract in principle on the merger process.

- Opinion of the valuation agency: Clearly state the process of determining the share conversion ratio or valuation of capital contribution, and describe the value of divided assets.

- Copy of audited financial statements: Copy from the original book or certified copy of the audited financial statements for 03 years immediately preceding the year of merger application.

- Documents proving the new organization and individual: Documents proving the new organization, individual contributing capital, executive administrator and insurance brokerage enterprise expected to be established after the merger, must meet the provisions in Clause 1 of Article 71 of the Decree.

With the above information and documents, the application for merger of insurance brokerage enterprises will ensure accuracy and completeness, serving the review and approval process from competent authorities.

According to the provisions of Article 71 of Decree 46/2023/ND-CP on procedures for merging insurance brokerage enterprises, this process is divided into specific steps to ensure transparency and efficiency. Below is a detailed description of each step in the merger process:

Step 1: Submit application for merger of insurance brokerage business.

   - Insurance brokerage enterprises need to organize and submit merger documents according to the form specified in Appendix VI according to the Decree. This dossier must be carefully prepared and full of information according to regulations.

Step 2: Confirmation of principles from the Ministry of Finance.

   - Within 30 days from the date of receipt of complete and valid documents, the Ministry of Finance will approve the merger principles. If there is a refusal, the Ministry of Finance will provide detailed reasons.

Step 3: Perform merger and report results.

   - Within 14 days after completing the merger process according to the approved plan, the insurance broker enterprise needs to report to the Ministry of Finance on the results of implementation. If the plan cannot be implemented, the enterprise must report to the Ministry of Finance on the handling plan.

Step 4:Issue a new adjustment or establishment license.

   - Within 14 days from the date of receiving the report, the Ministry of Finance will issue an Adjustment License according to the form specified in Appendix V or an Establishment and Operation License according to the form specified in Appendix II. If refused, the Ministry of Finance will clearly explain the reason.

This process sets out clear steps and creates conditions for insurance brokerage businesses to prepare and carry out the merger process in an orderly and regulated manner.

3. Is it necessary to ask for permission when merging an insurance brokerage business?

Based on Point e, Clause 1, Article 136 of the Law on Insurance Business 2022, regulations on changes that must be approved or notified by insurance brokerage enterprises, the merger of insurance brokerage enterprises is a process. The process requires strict approval from the Ministry of Finance.

Before making any changes related to division, separation, merger, consolidation, dissolution, conversion of business form or opening of branches, representative offices, and other forms of commercial presence In foreign countries, insurance brokerage businesses must submit complete and detailed documents to the Ministry of Finance to obtain written approval.

This is not only a legal obligation but also ensures the control and management of regulatory agencies over fluctuations in the insurance sector. The approval process from the Ministry of Finance will assess the impact of the change on the market and ensure that stakeholders, including customers and workers, do not suffer unnecessary losses. .

Therefore, obtaining written approval from the Ministry of Finance before conducting the merger is an important step to ensure transparency, legality and stability in the process of merging insurance brokerage enterprises.