What Conditions Must the Merger of Insurance Enterprises Satisfy?

Short answer: The merger of insurance enterprises must be approved by the Ministry of Finance and satisfy core conditions: a merger plan approved by the competent bodies of the parties; protection of the interests of insurance buyers and the insured; the surviving enterprise meeting financial and governance conditions under the Law on Insurance Business 2022.

Legal basis

• Law on Insurance Business 2022 (No. 08/2022/QH15);
• Decree 46/2023/ND-CP providing detailed guidance.

Merger conditions

• A merger plan approved by the General Meeting of Shareholders/Members’ Council of each enterprise;
• Protection of the interests of insurance buyers, the insured, and beneficiaries — insurance contracts remain in effect;
• The surviving enterprise meets conditions on charter capital and solvency margin after the merger;
• Not subject to merger restrictions under competition law (notification required if thresholds are exceeded);
• Written approval by the Ministry of Finance.

Dossier for approval

1. Application letter requesting approval of the merger;
2. Merger plan and merger contract;
3. Resolutions of the General Meeting of Shareholders/Members’ Council of the parties;
4. Audited financial statements of the parties;
5. Plan to protect the interests of insurance buyers;
6. Draft Charter of the surviving enterprise.

Legal consequences after the merger

• The merged enterprise ceases to exist; the surviving enterprise inherits all rights and obligations;
• Concluded insurance contracts remain in effect — no need to re-sign;
• Public notice to insurance buyers about the merger.

If you need to determine the right approach for your specific situation, you should discuss it with a lawyer in advance for a review of your documents and advice on the course of action.

For quick advice, you can contact a lawyer at 0966.475.966.

Related articles

• Dossier for splitting a reinsurance enterprise
• Can an insurance enterprise cede reinsurance?
• Conditions for licensing the establishment of an insurance enterprise