Licensing an Insurance Company in the CIMA Zone: Agrément, Corporate Form and the Solvency Margin
An investor looking to set up or acquire an insurance carrier across the 14 CIMA member states faces three linked requirements before writing a single policy: the right corporate form, a branch-by-branch licence (agrément), and proof of a sufficient solvency margin. Missing any one of them carries a real legal cost, not just an administrative delay.
Direct answer. No insurance company may begin operations in a CIMA member state without first obtaining an agrément (licence) from the regional supervisory authority, and that licence is granted branch by branch, not once and for all — a company may only carry out the specific classes of insurance business for which it is licensed (Article 326 of the CIMA Insurance Code). It must also be constituted as a public limited company (société anonyme) or a mutual insurance company, and, critically, a life or capitalisation insurer and a non-life insurer are two distinct kinds of business under Article 300 that generally cannot be combined within the same licensed entity. Alongside licensing, the company must, from the outset and on an ongoing basis, justify a solvency margin sufficient for the whole of its activity (Article 337).
Legal basis
Article 300 divides regulated insurance business into two categories — life/capitalisation undertakings on one hand, and all other insurance and assistance business on the other — and Article 326 confirms that an entity licensed for one category cannot simultaneously carry on the other, subject to a three-year grace period that applied only to companies already doing both at the Code's entry into force. Article 301 requires an insurance company operating in a CIMA member state to take the form of a société anonyme or a mutual insurance company, and specifically bars a single-shareholder SA from holding an insurance licence. Article 327 provides that contracts written by a company operating in breach of the licensing requirement are void, though that nullity cannot be raised against a good-faith insured, policyholder or beneficiary — protecting the client, not the unlicensed insurer. On solvency, Article 337 states the principle that a supervised company must justify a sufficient solvency margin at all times, and Article 337-1 sets out, in detail, what may be counted towards it: paid-up share capital, half of any uncalled capital, subordinated loans (on a declining basis after half their term), unallocated reserves, and retained earnings, among other items.
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Analysis
For an investor structuring an entry into the CIMA insurance market — whether a greenfield carrier, a joint venture with a local partner, or the acquisition of an existing company — these rules shape the transaction from the term sheet stage. The life/non-life separation in Article 300 means a group wanting to offer both a savings/life product and a general insurance product needs two licensed entities, not one, which has direct consequences for capital allocation, governance and the group's holding structure. The single-shareholder SA prohibition in Article 301 means a wholly-owned subsidiary structure common in other sectors will not work as-is for the licensed insurance vehicle itself — a genuine second shareholder, or the mutual form, is required. The branch-by-branch nature of the agrément under Article 328 (which classifies insurance operations into branches) means the scope of the licence application should be mapped precisely against the products the business actually intends to sell at launch and over its first few years, since expanding into a new branch later requires its own licensing step, not a mere notification. On solvency, Article 337-1's list rewards careful capital structuring — for instance, a subordinated loan only counts on a reducing basis once past the midpoint of its term, and early repayment of instruments counted in the margin generally requires the regulator's prior authorisation once the entity is licensed — so financing decisions taken at incorporation have a multi-year regulatory tail.
Recommendation
An investor should settle three questions before filing an application: which branches (per the Article 328 classification) the licence should cover at launch versus later, whether the intended business genuinely fits within a single license category (life/capitalisation or general insurance) or requires two entities, and how the initial capital and any subordinated financing are structured so that the Article 337-1 solvency margin is met from day one and stays comfortably above the threshold as the business grows — rather than being recalculated for the first time when the regulator asks for it.
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