Instruction No. 2025-I-18 on the Declaration or Approval File for Merger or Demerger Without Transfer of Insurance Contract Portfolios

AUTORITÉ DE CONTRÔLE PRUDENTIEL ET DE RÉSOLUTION ----- Instruction No. 2025-I-18 on the Declaration or Approval File for Merger or Demerger Without Transfer of Insurance Contract Portfolios

The Prudential Supervision and Resolution Authority, Having regard to the Insurance Code, in particular Articles L. 324-3 and L. 384-4; Having regard to the Monetary and Financial Code, in particular Articles L. 612-14, L. 612-24, and R. 612-21; Having regard to the Mutual Code, in particular Articles L. 212-13 and L. 214-11; Having regard to the Social Security Code, in particular Articles R. 931-4-3 and R. 942-4; Having regard to Ordinance No. 2015-378 of April 2, 2015; Having regard to Decree No. 2015-513 of May 7, 2015; Having regard to the opinion of the Prudential Affairs Consultative Committee (CCAP) of October 1, 2025,

DECIDES

Article 1:
The declaration or approval request file for merger or demerger without transfer of insurance contract portfolios submitted by the insurance organizations referred to in Articles L. 324-3 of the Insurance Code, L. 212-13 of the Mutual Code, and L. 931-4-3 of the Social Security Code, as well as by supplementary professional pension organizations referred to in Articles L. 384-4 of the Insurance Code, L. 214-11 of the Mutual Code, and R. 942-4 of the Social Security Code, shall consist 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 submitting it to the following address: https://acprportail.banque-france.fr.

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Article 3:
This instruction shall enter into force on January 1, 2026.

Paris, October 22, 2025

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

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Annex - Instruction No. 2025-I-18

Annex to Instruction No. 2025-I-18

Prior Declaration or Request for Approval of Merger

without transfer of portfolio

DOCUMENTS OR INFORMATION TO BE PRODUCED FOR THE EXAMINATION OF FILES

Non-exhaustive list that may be supplemented according to the specificities of the operation

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

The files transmitted 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 of the organization.
B – Motivations	1. Presentation of the concerned entities, specifying in particular their date of creation, their number of members or insured persons, their particularities, and recent events. 2. Presentation of the motivations for the operation.
C – Legal Elements	1. The authorization request for the merger, dated and signed by the competent body. 2. The minutes of the competent deliberative body. 3. The current statutes. 4. The merger or demerger agreement. 5. If applicable, the report of the merger or demerger auditor or the auditor for contributions.
D - Financial Elements	1. Balance sheets, income statements for the last financial year closed on the basis of which the transfer is made. 2. Balance sheet and income statement for the day following the completion of the operation.
E – Prudential Elements	If the organization is subject to "Solvency II"[1]: 1. Projections regarding eligible basic own funds allowing coverage of the minimum required capital[2], and eligible own funds allowing coverage of the required solvency capital[3], before and after the operation (QRT S.02.01.01; QRT S.03.01.01; QRT S.23.01.01). 2. The required solvency capital before and after the operation (QRT S.25.01, as well as QRT S.25.02 or QRT S.25.03 if applicable). 3. The minimum required capital before and after the operation, as well as the calculation method used; (QRT S.28.01.01). If the organization is not subject to "Solvency II"[4]: 1. Statements C5 and C6 before and after transfer.
F – Operational Consequences	1. Description of governance changes at the end of the operation (general meeting, board of directors or supervisory board, senior management[5], key function managers[6]). 2. Description of the operation's impact on human resources, information systems. 3. The 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. Description of the operation's consequences on the realization value of regulated investments.

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

1. Referenced 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. ↑
2. Provided for in Article L. 352-5 of the Insurance Code. ↑
3. Provided for in Article L. 352-1 of the Insurance Code. ↑
4. Referenced 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. ↑
5. In the event of new appointments induced by the operation, transmit Annex 1 to Instruction 2022-I-25, via the dedicated channel. ↑
6. In the event of new appointments induced by the operation, transmit Annex 2 to Instruction 2022-I-25, via the dedicated channel. ↑

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