What Representations and Warranties Insurance Requirements Apply in Florida?

Florida does not require a shareholder vote for several corporate asset dispositions, including ordinary-course sales and transfers to wholly owned entities, unless the articles say otherwise; an out-of-course sale of all or substantially all property generally requires board and shareholder approval. A statutory merger makes the survivor responsible for the parties’ liabilities, so confirm the precise deal form, surviving entity, and policy schedule.

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 Florida

Listed No-Vote Routes
Section 607.1201 lists dispositions that need no shareholder approval unless the articles provide otherwise: ordinary-course sales, encumbrances, transfers to wholly owned entities, and pro rata distributions outside dissolution. Have counsel check the articles and transaction structure before the seller gives authority representations based on one of these routes. ¹
Major Out-Of-Course Sale
For an out-of-course disposal of all or substantially all property, §607.1202 requires a board resolution and shareholder approval; the board must recommend the deal unless statutory conflict or special-circumstance exceptions apply. Compare approval records with the final asset list and consideration described in the purchase agreement and underwriting disclosures. ²
Merger Party List
Under §607.1106, the survivor becomes responsible and liable for all liabilities and obligations of each corporation party to the merger, and pending claims may continue against it. Confirm which entities actually merge and ask the broker to reconcile that statutory party list with insureds, covered losses, and indemnity parties in the quoted wording. ³

Providers With Florida 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 Florida. 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. ¹²
Corgi lists representations and warranties insurance for M&A buyers and sellers.

Who Regulates Insurance in Florida?

Florida Office of Insurance Regulation

The Florida Office of Insurance Regulation licenses and regulates insurance companies and reviews rates and forms. The Department of Financial Services separately licenses insurance agents and handles consumer insurance complaints; its resource page links to both state license searches. ^4,^5,⁶

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint
Phone: 1-877-693-5236

Surplus-Lines Tax and Stamping Office in Florida

Reported tax rate. 4.94% of gross premium plus a 0.03% FSLSO service fee for policies effective July 1, 2026 or later ^7,^8,⁹

When Florida is the insured’s home state, Florida taxes the entire gross premium at 4.94%; the premium definition includes policy and similar insurance charges. The separate FSLSO service fee is 0.03% for policies effective July 1, 2026 or later. Surplus-lines policies do not receive Florida Insurance Guaranty Association protection.

Florida Surplus Lines Service Office

Questions to Ask Before You Buy Representations and Warranties in Florida

Does the Florida seller rely on §607.1201, or does the proposed out-of-course disposition trigger §607.1202?
Do the seller’s articles change the statutory no-vote route or require a higher approval threshold?
Which entities merge, which survives, and is that exact survivor named in the R&W policy?
How does the policy coordinate a buyer’s insured-loss claim with any recovery available under the seller’s indemnity?

Representations and Warranties Insurance in Florida: FAQ

Does Florida require a shareholder vote for an asset sale?

Sometimes. Ordinary-course sales and specified transfers to wholly owned entities generally do not need shareholder approval unless the articles provide otherwise; an out-of-course sale of all or substantially all property generally needs a board resolution and shareholder approval. ^1,²

Who becomes responsible for liabilities in a Florida corporate merger?

The surviving corporation becomes responsible and liable for the liabilities and obligations of each corporation party to the merger, and pending claims may continue against it. That succession rule does not establish what the R&W policy covers. ³

Sources for Representations and Warranties Insurance in Florida

1
2026 Florida Statutes §607.1201: Disposition of Assets Not Requiring Shareholder Approval. Florida Legislature, Online Sunshine; §607.1201(1)–(4). Accessed 2026-09-28.
2
2026 Florida Statutes §607.1202: Shareholder Approval of Certain Dispositions. Florida Legislature, Online Sunshine; §607.1202(1), (2)(a)–(b). Accessed 2026-09-28.
3
2026 Florida Statutes §607.1106: Effect of Merger or Share Exchange. The Florida Senate; §607.1106(1)(a)–(g). Accessed 2026-09-28.
4
Florida Office of Insurance Regulation. Florida Office of Insurance Regulation; Official regulator homepage; insurer regulation. Accessed 2026-09-28.
5
Resources. Florida Office of the Insurance Consumer Advocate; State page links to DFS agent search and OIR active company search. Accessed 2026-09-28.
6
Get Insurance Help. Florida Department of Financial Services; Insurance concern and formal complaint intake; consumer helpline. Accessed 2026-09-28.
7
Florida Statutes § 626.932: Surplus lines tax. Florida Legislature; 4.94% tax on gross premium; home-state taxation; statutory definition of premium. Accessed 2026-09-28.
8
FSLSO Bulletin 2026-02. Florida Surplus Lines Service Office; Service-fee rate effective July 1, 2026: 0.03%. Accessed 2026-09-28.
9
Surplus Lines Search. Florida Office of Insurance Regulation; Consumer guidance for nonadmitted insurers, including absence of FIGA protection. Accessed 2026-09-28.
10
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
11
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.
12
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.
13
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.
14
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.
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.

What Representations and Warranties Insurance Requirements Apply in Florida?

What Is Representations and Warranties Insurance?

What to Watch for With Representations and Warranties in Florida

Listed No-Vote Routes

Major Out-Of-Course Sale

Merger Party List