Circular on the procedure to be followed in the case of transfers of portfolios of insurance or reinsurance contracts and in the case of mergers or divisions

NBB_2021_006 – 17th March 2021 Circular – Page 1/7 boulevard de Berlaimont 14 – BE-1000 Brussels Phone +32 2 221 44 74 – fax + 32 2 221 31 36 Company number: 0203.201.340 RPM (Trade Register) Brussels www.nbb.be Circular Brussels, 17 th March 2021 Reference: NBB_2021_006 Contact person:
Nicolas Strypstein
Phone +32 2 221 44 74 – fax +32 2 221 31 36 nicolas.strypstein@nbb.be Circular on the procedure to be followed in the case of transfers of portfolios of insurance or reinsurance contracts and in the case of mergers or divisions Scope

• Insurance and reinsurance companies governed by Belgian law that are subject to the Law of 13
  March 2016 on the legal status and supervision of insurance or reinsurance companies (including the insurance companies referred to in Articles 275, 276 and 294 of the Law of 13 March 2016)
• Authorised branches in Belgium of insurance companies of which the registered office is
  established in a third country (a country that is not a party to the European Economic Area (EEA) Agreement). Summary/Objectives This Circular aims to specify the procedure to be followed by insurance and reinsurance companies wishing to transfer or receive a portfolio of insurance or reinsurance contracts and, in particular, the dossier to be transmitted to the Bank in such cases. It also specifies the information to be submitted to the Bank in the case of mergers or divisions (including for mergers and divisions that do not involve a transfer of a portfolio of insurance contracts). Legal references Law of 13 March 2016 on the legal status and supervision of insurance or reinsurance companies, Articles 102 to 106 as well as Articles 275, § 5, 276, 299, § 2 and 587, 5°, which make the provisions of Articles 102 to 106 applicable to the companies referred to in these Articles. Definitions
• The Solvency II Directive: Directive 2009/138/EC of the European Parliament and of the Council of
  25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance;
• The Law: the Law of 13 March 2016 on the legal status and supervision of insurance or reinsurance
  companies.
  Unless otherwise specified in this Circular, the terms used in it have the same meaning as in the legislation and regulations referred to in the Circular.