AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION

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Instruction No. 2025-I-22

regarding the composition of the file for concluding or amending

a substitution agreement

replacing Instruction No. 2016-I-06 of March 11, 2016

amended by Instruction No. 2018-I-10 of July 11, 2018,

Instruction No. 2019-I-13 of April 18, 2019

and Instruction No. 2024-I-11 of October 21, 2024

The Prudential Supervision and Resolution Authority,

Having regard to the Monetary and Financial Code, particularly Articles L. 612-14, L. 612-24 and R. 612-21;

Having regard to the Mutual Code, particularly Articles L. 211-5 and R. 211-23;

Having regard to the opinion of the Consultative Committee on Prudential Affairs (CCAP) of October 1, 2025,

DECIDES

Article 1:
The file for concluding a substitution agreement or an amendment to a substitution agreement provided for in Article L. 211-5 of the Mutual Code is composed of the elements defined in the annex to this instruction.

Article 2:
This file must be sent in electronic format to the Prudential Supervision and Resolution Authority by depositing it at the following address: https://acprportail.banque-france.fr

Article 3:
This instruction replaces Instruction No. 2016-I-06 of March 11, 2016 as amended by Instructions No. 2018-I-10 of July 11, 2018, No. 2019-I-13 of April 18, 2019 and No. 2024-I-11 of October 21, 2024, in order to update its annexes. References to Instruction No. 2016-I-06 of March 11, 2016 shall be understood as references to this instruction.

Article 4:
This instruction enters into force on January 1, 2026.

Paris, October 22, 2025

For the Sectoral Sub-Committee for Insurance
The President,
Jean-Paul FAUGÈRE

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Annex - Instruction No. 2025-I-22

Annex to Instruction No. 2025-I-22

REQUEST FOR APPROVAL OF CONCLUSION OR AMENDMENT

TO A SUBSTITUTION AGREEMENT

DOCUMENTS OR INFORMATION TO BE PRODUCED FOR THE EXAMINATION OF FILES

Non-exhaustive list which may be supplemented depending on the specific characteristics of the operation

In the absence of explicit mention, the documents listed below are expected from all concerned entities.

Transmitted files must be in PDF format and allow the use of the "Ctrl+F" functionality. Data files, for their part, must be transmitted in XLSX format.

A – Identity	1. Company name; SIREN and LEI. 2. Approved branches.
B – Motivations	1. Presentation of the concerned entities specifying in particular their date of creation, their number of members or insured persons and beneficiaries, their specific features and recent events. 2. Presentation of the motivations for the operation.
C – Legal Elements	1. The minutes of the general meeting approving the operation. 2. A copy of the latest articles of association in force, dated and signed with, for the substituted mutual society, a provision organizing the substitution and conferring upon the substituting mutual society or union powers of control[1]. 3. The current mutual regulations as well as, for the substituted mutual society, the regulations, membership forms, collective contracts and information notices containing in very prominent characters the designation and address of the substituting mutual society or union[2]. 4. The draft substitution agreement, the amendment(s) to the substitution agreement[3] introducing in particular the joint guarantee, the scope and the modalities of the substituting entity's powers of control as well as the substitution agreement in force if applicable.
D - Accounting Elements	1. Balance sheets, income statements for the last closed financial year. 2. Amounts and beneficiaries of off-balance sheet commitments from the last closed financial year. 3. If applicable, the combined balance sheet and income statement for the last closed financial year. 4. For the substituting mutual society or union, the above elements must also be transmitted as forecasts for the financial year whose accounting closing date is closest following the signing of the agreement or the amendment to the agreement.
E – Prudential Elements	If the entity falls under "Solvency II"[4]: 1. The individual prudential balance sheet and, if applicable, the combined balance sheet for the last closed financial year (QRT S.02.01.01); 2. Forecasts relating to eligible basic own funds allowing coverage of the required minimum capital requirement[5], and eligible own funds allowing coverage of the solvency capital requirement[6], for the last closed financial year (QRT S.02.01.01; QRT S.03.01.01; QRT S.23.01.01); 3. The solvency capital requirement for the last closed financial year (QRT S.25.01, as well as QRT S.25.02 or QRT S.25.03 if applicable); 4. The minimum capital requirement for the last closed financial year, as well as the calculation method used; (QRT S.28.01.01); 5. For the substituting mutual society or union, the above elements must also be transmitted as forecasts for the financial year whose accounting closing date is closest following the signing of the agreement or the amendment to the agreement. If the entity does not fall under "Solvency II"[7]: 1. Statements C5 and C6 before and after transfer. In all cases: 1. An analysis of the impact of the substitution from the effective date of the agreement or amendment on the risk profile and the overall solvency need of the substituting mutual society or union. 2. Reinsurance treaties or draft reinsurance treaties for commitments taken by the substituting mutual society or union and the documents by which reinsurers give their agreement on the amounts or proportions of risks or claims covered by them. 3. A justified statement of insurance and non-insurance commitments taken or assumed according to the model attached in Annex II.
F – Operational Consequences	1. Description of governance changes resulting from the operation (general meeting, board of directors or supervisory board, senior managers[8], key function holders[9]). 2. Description of the operation's impact on human resources, information systems. 3. Possible change of registered office. 4. Description of the evolution of strategy, product design, management, distribution, technical oversight. 5. Description of the operation's impact on the anti-money laundering and counter-terrorist financing framework. 6. Description of the operation's impact on written policies. 7. If applicable, the draft delegation of management agreement between the substituting mutual society or union and the mutual society or union to be substituted. 8. In case of change of substituting entity, the description of the treatment envisaged for commitments subscribed under the convention with the previous substituting mutual society or union and if applicable, the draft tripartite agreement stating this.

THE FILE IS TO BE SENT IN ELECTRONIC FORMAT TO THE PRUDENTIAL SUPERVISION AND RESOLUTION AUTHORITY BY DEPOSITING IT ON THE ACPR ONLINE PORTAL AT THE FOLLOWING ADDRESS: HTTPS://ACPR-AUTORISATIONS.BANQUE-FRANCE.FR/

1. In accordance with Article L. 211-5, II. of the Mutual Code. ↑
2. In accordance with Article R. 211-27 of the Mutual Code. ↑
3. Responding to the provisions of Articles L. 211-5 and R. 211-21 et seq. of the Mutual Code. ↑
4. Mentioned in Articles L. 310-3-1 of the Insurance Code, L. 211-10 of the Mutual Code and L. 931-6 of the Social Security Code. ↑
5. Provided for in Article L. 352-5 of the Insurance Code. ↑
6. Provided for in Article L. 352-1 of the Insurance Code. ↑
7. Mentioned in Articles L. 310-3-2 of the Insurance Code, L. 211-11 of the Mutual Code and L. 931-6-1 of the Social Security Code. ↑
8. In case of new appointments induced by the operation, transmit Annex 1 to Instruction 2022-I-25, via the dedicated channel. ↑
9. In case of new appointments induced by the operation, transmit Annex 2 to Instruction 2022-I-25, via the dedicated channel. ↑