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Representations and Warranties Insurance in Arizona

Arizona requires shareholder approval when a corporation proposes to dispose of all or substantially all property outside its usual and regular course; a merger separately vests each merging entity’s obligations in the survivor. Confirm whether your purchase is an asset sale or a merger before matching the seller’s authority and liability representations to the R&W policy’s named entities. 2,3

What Is Representations And Warranties?

Representations and warranties insurance can cover a buyer’s or seller’s loss from inaccurate statements in a stock or asset purchase agreement. For a business sale, check who is insured, who can recover and how known issues are treated. Read the national Representations and warranties guide.

What to Watch for in Arizona

  • Ordinary-Course Exception

    Arizona permits a corporation’s board to dispose of all or substantially all property in the usual and regular course without shareholder approval unless the articles require it; §10-1202 governs the different, out-of-course transaction. Have counsel document why the seller classified the deal under one section, then check whether the signed representations describe the same transaction. 1,2

  • Approval And Abandonment

    For an out-of-course sale covered by §10-1202, the board proposes the deal, shareholders approve it, and the board may condition submission or abandon an approved transaction before closing, subject to third-party contract rights. Ask for the final approval and closing record, and confirm that any policy submission reflects the transaction version that actually closes. 2

  • Merger Obligations

    Under Arizona’s entity merger statute, property and obligations of a nonsurviving entity vest automatically in the survivor, and pending proceedings may continue in its name. Make sure the policy schedule distinguishes the buyer, target, and survivor; statutory succession alone does not establish policy coverage for any of them. 3

Who Regulates Insurance in Arizona

Arizona Department of Insurance and Financial Institutions

Arizona DIFI regulates insurance companies and insurance professionals, including producers and surplus-lines brokers. Its license search covers both individual or business licensees and insurance companies, and its complaint page explains how to file with the Department. 4,5,6

Surplus-lines tax and stamping office

Reported tax rate: 3% of gross premium and taxable policy fees, less returns; stamping fee rate not verified When Arizona is the insured’s home state, the tax is 3% of gross premium and taxable policy fees, less returned premium; the statute excludes stamping fees from that tax base. For a multistate risk, Arizona’s share is allocated by exposure under the statute. Arizona's surplus-lines policy notice says these policies do not receive guaranty-fund protection. Current stamping-fee amount was not independently confirmed from readable current evidence and is omitted. 7,9,11,12

The Surplus Line Association of Arizona

  • Arizona has an exempt-commercial-purchaser search exception: A surplus-lines broker generally must make diligent effort to place an Arizona risk in the admitted market. For an exempt commercial purchaser, federal law removes that search only after the broker discloses the admitted-market protection difference and the purchaser then asks in writing for nonadmitted coverage. 8,10

Providers With Documented State Licenses

These providers publish a national listing for Representations and warranties; the state records document licenses for the entities and roles shown below. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Arizona. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.

  • CorgiCorgi Insurance Services, Inc.Insurance producer · checked 2026-09-28Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. 15

Questions to Ask Before You Buy in Arizona

  1. Do the target’s articles and board records classify this Arizona corporation’s transaction under §10-1201 or §10-1202, and why?
  2. What shareholder notice, vote, or board condition remains outstanding before the deal described in the quote can close?
  3. If the transaction is a merger, which entity survives and does the quote name every intended insured entity?
  4. How does the policy treat losses that the buyer first seeks from the seller under the agreement’s indemnity?

Representations And Warranties in Arizona: FAQ

Does Arizona require a shareholder vote for an asset sale? 1,2

Sometimes. A corporation may sell all or substantially all property in its usual and regular course without a shareholder vote unless its articles say otherwise; an out-of-course sale generally requires a board proposal and shareholder approval. 1,2

Do liabilities pass to the survivor in an Arizona merger? 3

Yes. Arizona law makes each nonsurviving entity’s obligations of the survivor when the merger takes effect. The rule identifies the legal successor; it does not decide whether an R&W policy covers a claim. 3

Representations And Warranties in Other States

Other Coverage in Arizona

Sources

  1. Arizona Revised Statutes §10-1201: Sale of Assets in Regular Course of Business and Mortgage of Assets. Arizona State Legislature; §10-1201(A)–(B). Accessed 2026-09-28.
  2. Arizona Revised Statutes §10-1202: Sale of Assets Other Than in Regular Course of Business. Arizona State Legislature; §10-1202(A)–(G). Accessed 2026-09-28.
  3. Arizona Revised Statutes §29-2206: Effect of Merger. Arizona State Legislature; §29-2206(A)(1)–(7), (E). Accessed 2026-09-28.
  4. Arizona Department of Insurance and Financial Institutions. Arizona Department of Insurance and Financial Institutions; Official agency homepage. Accessed 2026-09-28.
  5. License Search. Arizona Department of Insurance and Financial Institutions; Search for individual or business licensees and insurance companies; insurer surplus-lines eligibility links. Accessed 2026-09-28.
  6. File a Complaint. Arizona Department of Insurance and Financial Institutions; Department complaint information and filing destinations. Accessed 2026-09-28.
  7. A.R.S. § 20-416: Tax on surplus lines. Arizona State Legislature; Subsection C sets the surplus-lines tax at 3% of gross premiums and requires the broker to collect it from the insured. Accessed 2026-09-28.
  8. Arizona House Bill 2111, Chapter 38. Arizona Legislature; Arizona House Bill 2111 (amending § 20-408) and current A.R.S. § 20-410 policy notice; see statutory notice. Accessed 2026-09-28.
  9. 15 U.S.C. § 8205: Streamlined application for commercial purchasers. U.S. House of Representatives, Office of the Law Revision Counsel; Broker's due-diligence search exception for an exempt commercial purchaser requires prior disclosure that admitted-market insurance may offer greater protection/regulatory oversight and the purchaser's subsequent written request for nonadmitted placement. Accessed 2026-09-28.
  10. A.R.S. § 20-410: Validity, disclosure, policy fees. Arizona State Legislature; Subsection B requires surplus-lines notices to state insureds/claimants are ineligible for Arizona guaranty-fund protection for both foreign and domestic surplus-lines insurers; subsection C says taxes under § 20-416 apply to broker service fees. Accessed 2026-09-28.
  11. 15 U.S.C. § 8202: Regulation of nonadmitted insurance by insured's home State. U.S. House of Representatives, Office of the Law Revision Counsel; § 8202(a): nonadmitted placement is subject solely to insured's home-State requirements, except as otherwise provided; § 8201 addresses exclusive home-State tax authority. Accessed 2026-09-28.
  12. Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
  13. Licenses and Carriers. Coalition; Licenses and Carriers, re-read 22 September 2026: Insurance Licenses table for Coalition Insurance Solutions, Inc., national producer number 18419475, with producer and surplus-lines numbers for all 50 states and DC including California 0L76155, Georgia 196479, Texas 2199630 and 2205589, Pennsylvania 815731 and 817452, Colorado 539028 and Wisconsin 3000108852. Insurance Carriers table naming, with NAIC numbers, Allianz Underwriters Insurance Company 36420, Arch Specialty Insurance Company 21199, Ascot Specialty Insurance Company 45055, Ascot Insurance Company 23752, Aspen Specialty Insurance Company 10717, Chaucer Insurance Company DAC, Coalition Insurance Company 29530, Fireman's Fund Indemnity Corporation 11380, Fortegra Specialty Insurance Company 16823, Lloyd's of London, MSIG Specialty Insurance USA Inc. 34886, MS Transverse Specialty Insurance Company 41807, Steadfast Insurance Company 26387, Vantage Risk Specialty Insurance Company 16275 and Zurich American Insurance Company 16535. Accessed 2026-09-22.
  14. Insurance Producer Licenses. Corgi Insurance; Current complete Insurance Producer Licenses table for Corgi Insurance Services, Inc.; 50 rows covering 49 states and DC (DC 3003091619); no New Mexico row; no NPN or as-of date shown. Accessed 2026-09-28.
  15. About Hiscox US Insurance. Hiscox; Hiscox Insurance Company Inc. NAIC 10200 as Chicago, IL domiciled insurer admitted or licensed in all 50 states and D.C.; Hiscox Inc. as general agent and Lloyd’s coverholder for Syndicates 33 and 3624; surplus-lines placements through licensed surplus-lines brokers; A.M. Best rating statement. Accessed 2026-09-16.
  16. Licenses. ERGO NEXT Insurance; Current entity-by-state license table reopened 28 September 2026: 50 rows under Next First Insurance Agency, Inc., including Washington, DC; New York rows instead list Next Insurance Services PC-1423070 and AP Intego BR-1198885. Accessed 2026-09-28.
  17. About Risklytics. Risklytics; What we do; Who we insure; Licensing; Agency licenses table dated 2026-09-10. Accessed 2026-09-16.
  18. Insurance Licenses by State. TechInsurance; Current state table; identifies TechInsurance as a division of Specialty Program Group LLC d/b/a SPG Insurance Solutions; lists DC 3000041536 and labels Rhode Island “Individual licenses,” without an agency license number. Accessed 2026-09-28.
  19. Licenses. Vouch; Effective 16 January 2025: Vouch Specialty Insurance Services, LLC, NPN 19926463; P&C table (50 states and DC); surplus-lines table includes Idaho 870820; footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses; Idaho retained as producer-only due to conflict. Accessed 2026-09-15.

Updated .

This guide is informational and does not determine whether a policy is available or meets your needs. Editorial policy. To suggest a correction, contact Spot with a supporting source.

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