What Representations and Warranties Insurance Requirements Apply in Tennessee?

Tennessee generally allows 6 years under Tenn. Code § 28-3-109(a)(3) for actions on contracts not otherwise expressly provided for, subject to claim-specific exceptions and accrual rules. That statutory filing period does not set the survival date negotiated for each representation or the insurer’s reporting window; if Tennessee is the insured’s home state, the surplus-lines tax rate is 5% and 0.175%.

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 Tennessee

  • Separate The Statute From The Survival Schedule

    Tenn. Code § 28-3-109(a)(3) provides 6 years for actions on contracts not otherwise expressly provided for. Ask deal counsel to list a separate survival end date for each representation, then compare those dates with the insurer’s claim-reporting deadline. 1

  • Confirm When A Contract Claim Accrues

    Tennessee measures the cited contract period from accrual; Tenn. Code § 28-3-109(a)(3) covers actions on contracts not otherwise expressly provided for. For an R&W placement, ask counsel to identify the alleged breach date and put it beside the purchase-agreement survival date and policy notice deadline. 1

  • Show Home-State Tax In The Closing Costs

    Federal law assigns nonadmitted premium-tax authority to the insured’s home state. If Tennessee is the home state for your R&W policy, 5% of gross premium plus 0.175% SLAS transaction fee applies under Surplus Lines Filing Procedures. Ask the broker to state the tax base and any separate stamping or filing charge in the closing funds flow. 3,2

Providers With Tennessee 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 Tennessee. 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 Tennessee?

Tennessee Department of Commerce and Insurance

TDCI regulates and licenses insurance companies, agents, brokers, surplus-lines agents, and public adjusters. Its complaint process accepts complaints about agents or companies when the policy was written in Tennessee, and its property/casualty unit reviews filed policy rates, rules, and forms. 4,5,6

Surplus-Lines Tax and Stamping Office in Tennessee

Reported tax rate. 5% of gross premium plus 0.175% SLAS transaction fee 7,8

For Tennessee-home-state surplus-lines policies, TDCI lists a 5% tax on gross premium and a 0.175% SLAS transaction fee on gross premium; the agent receives an invoice and pays both through SLIP. The sources reviewed do not establish that the fee is always separately charged to the policyholder or resolve guaranty-association treatment, so ask your broker to itemize charges and review the policy notice.

Questions to Ask Before You Buy Representations and Warranties in Tennessee

  1. Which Tennessee limitation period and accrual rule apply to each seller representation, and does the governing-law clause point to a different state?
  2. Can you put each negotiated representation survival date, the escrow release date, and the policy reporting deadline on one closing calendar?
  3. If the policy is placed on a surplus-lines basis, is Tennessee the insured’s home state, what tax base applies, and who remits the tax?
  4. Which state bulk-sale notice, tax-clearance, or successor-liability issues should the deal team evaluate for this asset or stock purchase?

Representations and Warranties Insurance in Tennessee: FAQ

How long is the written-contract limitation period in Tennessee?

6 years under Tenn. Code § 28-3-109(a)(3) for actions on contracts not otherwise expressly provided for. Accrual, claim classification, and statutory exceptions can change which period applies. 1

Does Tennessee’s contract limitation period set the R&W survival period?

No. Tenn. Code § 28-3-109(a)(3) sets a court-filing limit for actions on contracts not otherwise expressly provided for; it does not set the negotiated survival end date for a representation or the separate deadline to notify the insurer. 1

What surplus-lines tax applies to an R&W policy in Tennessee?

5% of gross premium plus 0.175% SLAS transaction fee when Tennessee is the insured’s home state, under Surplus Lines Filing Procedures. Federal law assigns the premium-tax obligation to the home state; ask the broker to show the home-state and tax calculation on the closing statement. 2,3

Representations and Warranties Insurance Guides for Other States

Other coverage in TennesseeEvery coverage guide for Tennessee, plus the regulator and surplus-lines details.

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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