What Representations and Warranties Insurance Requirements Apply in District of Columbia?

D.C. requires shareholder approval for a disposition that leaves a corporation without significant continuing business activity; the 25% safe harbor measures retained activity using assets at the end of the most recently completed fiscal year and income or revenue for that same year. A merger transfers the disappearing corporation’s liabilities to its survivor; D.C.’s general simple-contract period is three years, a separate clock from R&W policy notice and reporting.

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 District of Columbia

Continuing Activity Threshold
D.C. Code §29-310.02 requires a shareholder vote for a disposition outside §29-310.01 if the corporation would lose significant continuing activity. The safe harbor uses an activity that represented at least 25% of total assets at the end of the most recently completed fiscal year, plus at least 25% of either income from continuing operations before taxes or revenue for that same year, measured for the corporation and subsidiaries on a consolidated basis. Request those dated figures and the board analysis. ¹
Merger Liabilities
When a D.C. merger takes effect, §29-309.07 vests the disappearing corporation’s liabilities and contract rights in the designated survivor. Use the filed plan to reconcile legal entity names across the purchase agreement, indemnity provisions, diligence disclosures, and the policy schedule. ¹
Contract Claim Period
D.C. Code §12-301 generally allows three years for an action on a simple contract and for claims without a special period, measured from accrual. Ask counsel which law and limitation rule govern seller recourse, and check the policy’s separate claim notice and reporting language rather than treating the court deadline as insurance time. ²

Providers With District of Columbia 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 District of Columbia. 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. ¹³
Corgi lists representations and warranties insurance for M&A buyers and sellers.

Who Regulates Insurance in District of Columbia?

District of Columbia Department of Insurance, Securities and Banking

DISB licenses and supervises insurance companies and producers, enforces District insurance laws, and provides consumer complaint assistance. Its licensing search covers insurance entities and representatives; consumers can contact the agency’s complaints unit for help. ^4,^5,⁷

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint
Phone: (202) 727-8000

Surplus-Lines Tax and Stamping Office in District of Columbia

Reported tax rate. Generally 2% of gross premium, including qualifying placement fees ^6,^8,^9,^10,³

When the District is the insured’s home state, surplus-lines agents and brokers generally owe a 2% tax on gross premium, including necessary fees incidental to placement when separately itemized. An agent or broker procuring insurance on behalf of the District government is exempt for that government business; claiming the exemption requires identifying its allocation in the required affidavit and does not waive other statutory duties. Ask the broker which taxes and fees your agreement passes through to you. DISB generally requires a diligent effort to place risks with authorized insurers. For a purchaser meeting the federal exempt-commercial-purchaser definition, the broker may skip that search only after disclosing that insurance may or may not be available from the admitted market, which may provide greater protection with more regulatory oversight, followed by the purchaser’s written request for nonadmitted placement. This record does not state a District-specific guaranty-fund conclusion.

Questions to Ask Before You Buy Representations and Warranties in District of Columbia

Do the seller’s figures for the most recently completed fiscal year show both parts of D.C.’s §29-310.02 continuing-activity safe harbor?
Which entity survives, and does the plan make the same entity responsible for the liabilities disclosed in diligence?
What governing law and contractual claim period will control buyer recourse against the seller?
Which policy term requires notice or reporting before the D.C. simple-contract period would expire?

Representations and Warranties Insurance in District of Columbia: FAQ

When does a D.C. corporation need a shareholder vote to sell assets?

When a disposition outside §29-310.01 would leave the corporation without significant continuing business activity. The safe harbor uses retained activity that represented at least 25% of assets at the end of the most recently completed fiscal year and at least 25% of qualifying income or revenue for that same year, on a consolidated basis. ¹

Does D.C. law transfer a target corporation’s liabilities to the merger survivor?

Yes. Section 29-309.07 vests the liabilities and contract rights of each disappearing corporation in the survivor when the merger becomes effective. This statutory rule does not decide which parties or losses a particular R&W policy covers. ¹

Sources for District of Columbia Representations and Warranties

1
D.C. Official Code, Title 29, Chapter 3: Business Corporations. D.C. Law Library; §§29-309.07(a), 29-310.01–.02. Accessed 2026-09-28.
2
D.C. Official Code, Title 12, Chapter 3: Limitation of Actions. D.C. Law Library; §12-301(a)(7)–(8). Accessed 2026-09-28.
3
D.C. Code §31–2502.40: License to procure policies from unauthorized companies. Council of the District of Columbia; Subsection (a): broker/agent tax and diligent effort; (c)(1)–(3): District-government procurement tax exemption, allocation statement and continuing duties. Accessed 2026-09-28.
4
Department of Insurance, Securities and Banking. District of Columbia DISB; Official insurance regulator homepage. Accessed 2026-09-28.
5
Verify a Financial Institution or Representative Licensed with DISB. District of Columbia DISB; Official license verification for companies and representatives. Accessed 2026-09-28.
6
Surplus Line Information. District of Columbia DISB; Current 2% tax base including incidental placement fees; fees must be necessary and separately itemized; diligent-effort rule. Accessed 2026-09-28.
7
File a Complaint or Report Fraud. District of Columbia DISB; Official insurance complaint information and filing form. Accessed 2026-09-28.
8
15 U.S.C. §8201: Reporting, payment, and allocation of premium taxes. U.S. House of Representatives, Office of the Law Revision Counsel; §8201(a): exclusive insured home-State authority to require nonadmitted premium tax; (c): separate allocation reporting. 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; §8205(1)-(2): admitted-market disclosure about possible availability, greater protection and oversight followed by the qualified purchaser’s written request; eligibility separately defined in §8206(5). Accessed 2026-09-28.
10
15 U.S.C. §8206: Definitions. U.S. House of Representatives, Office of the Law Revision Counsel; §8206(5) exempt-commercial-purchaser criteria; (6) home State and affiliated-insured rules; (13) qualified risk manager. Accessed 2026-09-28.
11
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
12
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.
13
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.
14
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.
15
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.
16
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.
17
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 District of Columbia?

What Is Representations and Warranties Insurance?

What to Watch for With Representations and Warranties in District of Columbia

Continuing Activity Threshold

Merger Liabilities

Contract Claim Period