What Representations and Warranties Insurance Requirements Apply in Connecticut?

Under the Connecticut General Statutes text displayed in the General Assembly’s Chapter 601 compilation, shareholders must approve a covered non-ordinary disposition that leaves a corporation without significant continuing business activity; §33-831’s conclusive test measures retained assets and income or revenue against the most recently completed fiscal year. A merger vests a disappearing corporation’s liabilities in the survivor; Chapter 926 lists six years for simple-contract actions and three years for tort actions. Both compilation pages direct readers to 2026 supplements revised January 1 for 2025 session changes, so check later 2026 enactments and effective dates before relying on these rules.

What Is Representations and Warranties Insurance?

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 With Representations and Warranties in Connecticut

Continuing-Business Test
Under §33-831, a covered non-ordinary disposition requires shareholder approval if it leaves the corporation without significant continuing business activity. The conclusive safe harbor measures a retained activity’s assets at the end of the most recently completed fiscal year and at least 25% of either continuing-operations income before taxes or revenue for that same year, on a consolidated basis with subsidiaries. Ask for those dated figures and the board’s analysis before relying on seller authority representations. ¹
Survivor Liability
When a Connecticut corporation merger takes effect, §33-820 vests each disappearing corporation’s liabilities and contract rights in the survivor. Confirm the survivor’s exact legal name and the target entities included in the deal, then compare that list with the R&W quote and the agreement’s indemnity parties. ¹
Written And Tort Claims
Connecticut §52-576 gives six years for an action on a simple or implied contract, while §52-577 gives three years for an action founded on a tort. Those periods can matter to seller recourse depending on the claim and governing law, but they are not the policy’s own claim-notice or reporting deadlines. ²
2026 Session Cutoff
The Connecticut General Assembly’s Chapter 601 and Chapter 926 pages direct readers to 2026 supplements revised January 1, 2026 for changes from 2025 sessions. That notice does not establish whether later 2026 enactments changed §§33-820, 33-831, 52-576 or 52-577; have deal counsel check for a later act effective on the transaction date before relying on these rules. ^1,²

Providers With Connecticut License Records

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

Corgi
Insurance producer · checked 2026-09-28
Corgi Insurance Services, Inc.
Corgi’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. ¹¹
Corgi lists representations and warranties insurance for M&A buyers and sellers.

Who Regulates Insurance in Connecticut?

Connecticut Insurance Department

The Connecticut Insurance Department licenses insurance producers and companies, oversees insurers and regulated insurance activity, and investigates insurance complaints. Its complaint and license-search services let you raise an issue or check an insurance professional or company. ^3,^4,⁵

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint
Phone: (800) 203-3447

Surplus-Lines Tax and Stamping Office in Connecticut

Reported tax rate. 4% of gross premium when Connecticut is the home state ^6,^7,⁸

When Connecticut is the insured’s home state, surplus-lines tax is 4% of gross premium; certain state and local government insureds are exempt, and broker or policy fees are not part of the premium-tax base. Connecticut’s required notice says these policies are outside the state guaranty association. Most placements require three declinations or an export-list qualification; an exempt commercial purchaser may qualify for the federal § 8205 search exception after disclosure and a written request.

Questions to Ask Before You Buy Representations and Warranties in Connecticut

Does the target retain the §33-831 assets-and-income-or-revenue thresholds using the most recently completed fiscal year, and has counsel checked later 2026 acts effective by closing?
Which legal entity survives the merger and inherits the target’s contracts and liabilities under §33-820?
Which purchase-agreement claims are contractual and which might be pleaded in tort, and what law governs them?
Does the policy’s reporting window run on a different clock from Connecticut’s seller-claim limitation periods?
Has deal counsel checked whether any later 2026 act effective by closing changed §§33-820 or 33-831?

Representations and Warranties Insurance in Connecticut: FAQ

When does a Connecticut corporation need a shareholder vote to sell assets?

Under the Chapter 601 text shown with the General Assembly’s January 1, 2026 supplement notice, a covered disposition outside §33-830 needs approval if it leaves the corporation without significant continuing business activity; the safe harbor uses the most recently completed fiscal year. Check for any later-effective 2026 act before relying on that text. ¹

Does a Connecticut merger transfer liabilities to the surviving corporation?

Yes. Section 33-820 vests each disappearing corporation’s liabilities and contract rights in the survivor when the merger takes effect. That identifies a statutory successor but does not determine the named insureds or losses covered by an R&W contract. ¹

Sources for Representations and Warranties Insurance in Connecticut

1
Connecticut General Statutes, Chapter 601: Business Corporations. Connecticut General Assembly; Chapter 601 compilation note (2026 Supplement revised Jan. 1, 2026); §§33-820, 33-830, 33-831(a)–(b). Accessed 2026-09-28.
2
Connecticut General Statutes, Chapter 926: Statute of Limitations. Connecticut General Assembly; Chapter 926 compilation note (2026 Supplement revised Jan. 1, 2026); §§52-576(a), 52-577. Accessed 2026-09-28.
3
Connecticut Insurance Department. Connecticut Insurance Department; Official Department homepage; mission and department resources. Accessed 2026-09-28.
4
Licensing. Connecticut Insurance Department; Department licensing resource landing page; links to state agent and company license lookup. Accessed 2026-09-28.
5
Ask a Question or File a Complaint. Connecticut Insurance Department; Online complaint form and consumer affairs helpline. Accessed 2026-09-28.
6
FAQs: Surplus Lines Brokers. Connecticut Insurance Department; Current tax rate, tax base and exemptions, diligent-search rules, guaranty-fund notice. Accessed 2026-09-28.
7
FAQs: Surplus Lines Brokers. Connecticut Insurance Department; Question on surplus-lines notice states Connecticut Insurance Guaranty Association does not cover these policies. Accessed 2026-09-28.
8
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.
9
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
10
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.
11
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.
12
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.
13
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.
14
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.
15
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.

What Representations and Warranties Insurance Requirements Apply in Connecticut?

What Is Representations and Warranties Insurance?

What to Watch for With Representations and Warranties in Connecticut

Continuing-Business Test

Survivor Liability

Written And Tort Claims

2026 Session Cutoff