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Representations and Warranties Insurance in Delaware

Delaware requires a majority stockholder resolution with at least 20 days’ meeting notice for a corporation’s sale of all or substantially all assets, but §271 has a specific wholly owned subsidiary exception and §272 addresses secured-asset sales. In a statutory merger, §259 attaches each constituent corporation’s liabilities to the survivor; use the actual transaction route when matching disclosed entities, indemnitors, and policy parties. 1,2

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 Delaware

  • Sale Notice And Vote

    Section 271 covers all or substantially all assets and requires a majority resolution at a meeting called on at least 20 days’ notice. Check the notice, asset description, board terms, and vote against the transaction represented to underwriters; the board may still abandon the deal after approval, subject to third-party contract rights. 1

  • Subsidiary And Creditor Routes

    For §271 purposes, corporate assets include subsidiary assets, but a stockholder resolution is not required for a transfer to a wholly owned subsidiary unless the certificate says otherwise. Section 272 also has secured-creditor and qualifying debt-reduction paths; ask which exception the seller relies on and verify the charter, liens, and sale consideration. 1

  • Merger Survivor

    Section 259 vests property and liabilities of constituent corporations in the survivor when a Delaware merger becomes effective, and §328 says a sale of assets or merger does not lessen corporate or creditor liability. Ask the broker how the policy identifies the seller/target entities and treats the surviving entity; Delaware’s succession rule does not itself establish insurance coverage. 2,3

Who Regulates Insurance in Delaware

Delaware Department of Insurance

The Delaware Department of Insurance licenses and regulates insurers and insurance producers, reviews regulated insurance activity, and handles complaints. Its consumer division can help you raise an insurance concern and its services page links to official license searches. 4,5,6

Surplus-lines tax and stamping office

Reported tax rate: 3% of gross premium, less return premium, when Delaware is the home state When Delaware is the insured’s home state, its 3% surplus-lines premium tax applies to the entire premium of a multistate policy, less returned premiums and excluding federal and state taxes and examination fees. Ask the surplus-lines broker to confirm the home-state determination and tax calculation, and separately explain how exposures are allocated in the required reports; those allocations do not reduce the premium subject to Delaware’s tax. 7,8

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 Delaware. 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. 11

Questions to Ask Before You Buy in Delaware

  1. Is the transaction governed by §271, a §271(c) wholly owned subsidiary transfer, or §272’s secured-asset provision?
  2. Does the seller’s notice satisfy the 20-day rule and identify the transaction the board actually approved?
  3. Which corporation survives under the merger agreement, and are all constituent companies accurately named in the policy schedule?
  4. How do the R&W policy’s subrogation and recovery terms coordinate with Delaware liabilities that remain enforceable after a merger or asset sale?

Representations And Warranties in Delaware: FAQ

Does Delaware require a shareholder vote to sell substantially all corporate assets? 1

Yes, ordinarily: §271 requires a majority stockholder resolution after at least 20 days’ notice. The statute has a wholly owned subsidiary exception, subject to the certificate of incorporation, and §272 has separate secured-asset exceptions. 1

Who is liable for a Delaware corporation’s obligations after a merger? 2

The surviving or resulting corporation; §259 says the constituent corporations’ liabilities and duties attach to it and may be enforced as if incurred by it. Policy scope still depends on the actual contract wording and named entities. 2

Representations And Warranties in Other States

Other Coverage in Delaware

Sources

  1. Delaware Code, Title 8, Subchapter X: Sale of Assets, Dissolution and Winding Up. Delaware Code Online; 8 Del. C. §§271(a)–(c), 272(b)–(d). Accessed 2026-09-28.
  2. Delaware Code, Title 8, Subchapter IX: Merger or Consolidation. Delaware Code Online; 8 Del. C. §259(a). Accessed 2026-09-28.
  3. Delaware Code, Title 8, Subchapter XIII: Remedies of Creditors and Stockholders. Delaware Code Online; 8 Del. C. §328. Accessed 2026-09-28.
  4. Delaware Department of Insurance. Delaware Department of Insurance; Official Department homepage and regulatory resources. Accessed 2026-09-28.
  5. Services. Delaware Department of Insurance; Department service directory links to the state insurance licensee search. Accessed 2026-09-28.
  6. Consumer Services. Delaware Department of Insurance; Complaint filing and consumer assistance; publishes Consumer Services phone. Accessed 2026-09-28.
  7. Surplus Lines Bulletin 22. Delaware Department of Insurance; Surplus Lines Bulletin 22 (October 2025; printed day is blank), reproducing 18 Del. C. § 1925: home-state tax treatment, all premium on multistate policy if Delaware is home state, 3% rate, and exclusion of federal/state taxes and examination fees from gross premium. Accessed 2026-09-28.
  8. Delaware Code, Title 18, §§1923–1925. Delaware General Assembly; §1923(a)(1),(12) home-state verification and allocation records; §1924(b)(3)–(6) separate premium reporting; §1925(b)–(c) 3% tax, deductions/exclusions and full multistate premium when Delaware is home state. 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. Licenses & Disclosures. RiskCube; Property & Casualty Producer/Broker Licenses; February 11, 2026 version. Accessed 2026-09-16.
  15. 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.
  16. 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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