Authorization for Sofia Salud, S.A. to Organize and Operate as an Insurance Institution

DOF: 10/04/2020

OFFICE LETTER granting authorization to Sofia Salud, S.A. to organize and operate as an insurance institution.

A seal with the National Coat of Arms appears on the margin, which reads: United Mexican States.- TREASURY.- Ministry of Finance and Public Credit.- National Insurance and Bonding Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- File: C00.411.13.1.7./1"19" .-

Office No. 06-C00-10000-04559/2020.

SUBJECT:

Authorization is granted for the organization and operation of the insurance institution named Sofia Salud, S.A.

Mr. Manuel Andere Portas Sofia Salud Holdings, S.A.P.I. de C.V. Common Address: Paseo de los Tamarindos 400-B, Floor 7 Arcos Tower Col. Bosques de las Lomas Cuajimalpa Municipality 05120, Mexico City

The Federal Government, through the National Insurance and Bonding Commission, and after agreement by its Board of Directors, based on Article 90 of the Political Constitution of the United Mexican States; Articles 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; Article 2°, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit; Articles 11, 12, 25, fraction II, subsection c) and second paragraph, 47, 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Bonding Institutions; Article 30-E, fractions III and IV, of the Federal Rights Law; in relation to Provisions 2.1.1 to 2.1.4., and Chapters 39.1. and 39.6. of the Single Insurance and Bonding Circular; as well as Articles 4, fractions I and II, 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission, issues the Resolutions indicated below, in attention to the following Background and Considerations:

BACKGROUND

I.

By writings presented on January 11, March 22, June 5, July 1, September 25, October 14, and November 13, 2019, Mr. Manuel Andere Portas, on his own behalf and on behalf of Sofia Salud Holdings, S.A.P.I. de C.V., requested authorization from this National Insurance and Bonding Commission for the constitution of an insurance institution to be named Sofia Salud, S.A., whose purpose will be the operation of accident and sickness insurance in the health sector.

II.

The aforementioned request was submitted to the consideration of the Board of Directors of this Commission, in its session 211 held on December 20, 2019, after a favorable opinion from the Authorizations Committee of said Commission, which agreed as follows:

"UNIQUE.

AUTHORIZATION IS GRANTED to Mr. Manuel Andere Portas and Sofia Salud Holdings, S.A.P.I. de C.V., to carry out the constitution of an insurance institution to be named Sofia Salud, S.A., whose purpose shall be the practice of accident and sickness operations, in the health sector.

« ...

« This is understood to mean that such authorization will be subject to the institution being constituted obtaining the favorable opinion that, if applicable, this Commission issues in accordance with Article 47 of the Law of Insurance and Bonding Institutions, which must be requested within a period of one hundred eighty days counted from the approval of the public instrument in which the constitution of such company is recorded; and must obtain the definitive opinion issued by the Ministry of Health in accordance with Article 41, fraction VII, of the Law of Insurance and Bonding Institutions.

« In the event that the opinion referred to in Article 47 of the Law of Insurance and Bonding Institutions is not obtained, this authorization will become void. Likewise, if the opinion referred to in Article 41, fraction VII, of that same legislation is not obtained, the authorization granted to that effect will be revoked. »

III.

Through Office Letter 06-C00-10000-00070/2020 of January 10, 2020, this Decentralized Body notified the petitioners of the Board of Directors' agreement referred to in the previous section.

IV.

Through a writing received by this Commission on January 24, 2020, Mr. Manuel Andere Portas, on his own behalf and on behalf of Sofia Salud Holdings, S.A.P.I. de C.V., sent to this Commission the first testimony and a certified copy of public instrument 93,956 of January 17, 2020, granted before the notary of Lic. Roberto Garzón Jiménez, Public Notary number 242 of Mexico City, acting as associate and in the protocol of notary number 229 of which Lic. Marco António Ruíz Aguirre is the holder, in which the constitution of Sofia Salud, S.A., as an insurance institution is recorded, as well as the bylaws that will govern said company.

Likewise, the receipt of payment of rights referred to in Article 30-E, fraction IV, of the Federal Rights Law and the Fiscal Miscellany Resolution for 2020, published in the Official Gazette of the Federation on December 28, 2019, for the amount of $74,134.00, issued by BBVA Bancomer, S.A., Multiple Banking Institution, BBVA Bancomer Financial Group, for the authorization for the constitution and operation of an insurance institution, was exhibited before this Decentralized Body.

V.

Through Office Letter 06-C00-41100-03744/2020 of February 20, 2020, this Commission approved the bylaws contained in the aforementioned public deed 93,956 of January 17, 2020, granted before the notary of Lic. Roberto Garzón Jiménez, Public Notary number 242 of Mexico City, acting as associate and in the protocol of Notary number 229 of which Lic. Marco António Ruíz Aguirre is the holder, in which the constitution of Sofia Salud, S.A., as an insurance institution is recorded.

CONSIDERATIONS

FIRST.- That once the documentation and information sent by Mr. Manuel Andere Portas, on his own behalf and on behalf of Sofia Salud Holdings, S.A.P.I. de C.V., through the writings referred to in Background I of this Office Letter, was reviewed, it was determined that the requirements established in Articles 11, 25, fraction II, subsection c), and second paragraph, and 41 of the Law of Insurance and Bonding Institutions; Article 30-E, fractions III and IV, of the Federal Rights Law; Chapter 2.1, Annex 2.1.3-a, Chapters 39.1. and 39.6. of the Single Insurance and Bonding Circular; applicable regulations for the constitution of an insurance institution that will practice accident and sickness operations, in the health sector, were met.

SECOND.- That in accordance with what is provided in Articles 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Bonding Institutions, authorizations to organize and operate as an insurance institution must be granted by this Commission, after agreement by its Board of Directors, which in its session 211 of December 20, 2019, agreed to grant the authorization requested by the petitioners, corresponding to the holder of the Presidency of this Commission to comply with the agreements of said Governing Body.

THIRD.- That in accordance with what is stated in Article 11 of the Law of Insurance and Bonding Institutions, this Decentralized Body of the Ministry of Finance and Public Credit, through Office Letter 06- C00-10000-00070/2020 of January 10, 2020, notified the petitioners of the Board of Directors' agreement of this Commission by which the requested authorization is granted.

FOURTH.- That this Commission, through Office Letter 06-C00-41100-03744/2020 of February 20, 2020, in accordance with what is established in Articles 11 and 66 of the Law of Insurance and Bonding Institutions, approved the bylaws of Sofia Salud, S.A., contained in public deed 93,956 of January 17, 2020, granted before the notary of Lic. Roberto Garzón Jiménez, Public Notary number 242 of Mexico City, acting as associate and in the protocol of notary number 229 of which Lic. Marco António Ruíz Aguirre is the holder, in which the constitution of Sofia Salud, S.A., as an insurance institution is recorded, as well as the bylaws that will govern said company.

FIFTH.- That in terms of what is stated in Articles 11, third paragraph, 12 and 47 of the Law of Insurance and Bonding Institutions, the start of operations of Sofia Salud, S.A., as an insurance institution, is subject to obtaining the favorable opinion issued by this Commission, which must be requested within a period of one hundred eighty days counted from the approval of the public instrument in which the bylaws of said company are recorded, prior to payment of the corresponding rights, in terms of what is provided in Article 30-E, fraction V, of the Federal Rights Law.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Federal Government, through the National Insurance and Bonding Commission and after agreement by its Board of Directors, based on Article 90 of the Political Constitution of the United Mexican States; Articles 17 and 31, fraction VIII, of the Organic Law of the Federal Public Administration; Article 2°, subsection D, fraction III, of the Internal Regulations of the Ministry of Finance and Public Credit, published in the Official Gazette of the Federation on September 11, 1996, and its various modifications; Articles 11, 12, 25, fraction II, subsection c), and second paragraph, 47, 369, fraction II, 370, last paragraph, and 372, fraction XLI, of the Law of Insurance and Bonding Institutions; Article 30-E, fractions III and IV, of the Federal Rights Law; as well as Articles 4, fraction I and II, 6 and 9 of the Internal Regulations of the National Insurance and Bonding Commission, grants authorization to Mr. Manuel Andere Portas, on his own behalf and to Sofia Salud Holdings, S.A.P.I. de C.V., to carry out the organization and operation of an insurance institution under the name of Sofía Salud, S.A., in the following terms:

"AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT, TO SOFIA SALUD HOLDINGS, S.A.P.I. DE C.V., AND MR. MANUEL ANDERE PORTAS, TO CARRY OUT THE ORGANIZATION AND OPERATION OF AN INSURANCE INSTITUTION, IN THE FOLLOWING TERMS:

"ARTICLE FIRST.- In exercise of the power conferred by Article 11 of the Law of Insurance and Bonding Institutions, the Federal Government, through the National Insurance and Bonding Commission, grants authorization to Sofia Salud, S.A., to organize and operate as an insurance institution.

"ARTICLE SECOND.- The insurance institution is authorized to practice accident and sickness operations in the health sector in the Mexican Republic.

"ARTICLE THIRD.- The insurance institution shall be subject to the provisions of the Law of Insurance and Bonding Institutions, as well as those derived from it, the General Law of Commercial Companies, and the other laws applicable to it, and, in particular, to the following bases:

"I.- The name shall be " Sofía Salud ", followed by the words " Sociedad Anónima " or its abbreviation " S.A. " .

"II.- The insurance institution must have the minimum paid capital that is determined for the year in question, for each operation or sector, that it has authorized, expressed in Investment Units and which must be covered in national currency, as ordered by Article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

"III.- The social domicile of the insurance institution shall be in Mexico City.

"ARTICLE FOURTH.- The insurance institution shall be subject to the inspection and supervision of the National Insurance and Bonding Commission.

"ARTICLE FIFTH.- By its very nature, this authorization is non-transferable. »

SECOND.- This authorization, in accordance with what is established in Articles 11 and 12 of the Law of Insurance and Bonding Institutions, is subject to the aforementioned institution obtaining the favorable opinion referred to in Article 47 of the Law of Insurance and Bonding Institutions, which this Commission will issue, if applicable.

In the event that the favorable opinion referred to is not obtained, this authorization will not take effect.

THIRD.- The definitive opinion referred to in Article 41, fraction VII, second paragraph, of the Law of Insurance and Bonding Institutions must be sent to this Commission within a period of ninety days counted from the notification of this Office Letter.

FOURTH.- This Office Letter must be published in the Official Gazette of the Federation and in two widely circulated newspapers from the social domicile of the institution, within one hundred twenty days following the date of its notification to Sofía Salud, S.A., in terms of what is provided in Article 11 of the Law of Insurance and Bonding Institutions, at the expense of the authorized company.

FIFTH.- This is notified in terms of what is established in Article 7 of the Law of Insurance and Bonding Institutions.

These resolutions are issued based on the information provided by the petitioners contained in the writings sent and are limited exclusively to the authorization for Mr. Manuel Andere Portas, and Sofia Salud Holdings, S.A.P.I. de C.V., to carry out the organization and operation of an insurance institution to be named Sofía Salud, S.A., in the terms described that, in accordance with the applicable provisions, it is the responsibility of this Commission to resolve, and does not prejudge any act that said company carries out that implies prior authorization or approval from other financial, administrative, tax, or any other nature authorities, in terms of current regulations, nor does it validate the legality or validity of said acts in the event that such authorization or approval is not obtained.

Respectfully,

Mexico City, March 9, 2020 .- The President of the National Insurance and Bonding Commission, Ricardo Ernesto Ochoa Rodríguez .- Rubric.

(R.- 494417)

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