W o r k e r s C o m p e n s a t i o n I n s u r a n c e R a t i n g B u r e a u o f C a l i f o r n i a Combination of Entities When Separate Entities are Combined for Experience Rating Tim Beery Outreach and Education Specialist IIABCal Webinar August 12, 2015 Notice The information provided in this webinar was developed by the Workers Compensation Insurance Rating Bureau of California (WCIRB) solely for the purpose of discussion during this webinar. The WCIRB shall not be liable for any damages, of any kind, whether direct, indirect, incidental, punitive or consequential, arising from the use, inability to use, or reliance upon information provided in this webinar. The Independent Insurance Agents and Brokers of California (IIABCal) is acting only as a host for this webinar and the WCIRB is not in any way affiliated with IIABCal. 2015 Workers Compensation Insurance Rating Bureau of California. All rights reserved. No part of this work may be reproduced or transmitted in any form or by any means, electronic or mechanical, including, without limitation, photocopying and recording, or by any information storage or retrieval system without the prior written permission of the Workers Compensation Insurance Rating Bureau of California (WCIRB), unless such copying is expressly permitted by federal copyright law. No copyright is claimed in the text of statutes and regulations quoted within this work. Workers Compensation Insurance Rating Bureau of California, WCIRB, WCIRB California, WCIRB Online, X-Mod Direct, escad and the WCIRB California logo (WCIRB Marks) are registered trademarks or service marks of the WCIRB. WCIRB Marks may not be displayed or used in any manner without the WCIRB s prior written permission. Any permitted copying of this work must maintain any and all trademarks and/or service marks on all copies. To seek permission to use any of the WCIRB Marks or any copyrighted material, please contact the Workers Compensation Insurance Rating Bureau of California, at customerservice@wcirb.com. 1
Purpose To provide an introduction to the combination of entities for experience rating purposes Agenda The importance of ownership Determining ownership for experience rating Combination of entities Exercises References and resources NOTE: Today s presentation will not discuss changes in ownership. The Importance of Ownership Business ownership determines the data to be used for experience rating The rules concerning ownership in the Experience Rating Plan ensure that an experience modification accurately reflects the history of a business owner An experience modification may include the payroll and loss history of A single entity Multiple majority commonly-owned entities An acquired entity or operation 2
Sample Experience Rating Form Rate Sheet 1-23-45-67 Combination of Entities What Could Go Wrong? Non-combinable entities incorrectly included on the same policy Entities incorrectly combined on USR data Experience modifications for both entities may be on hold pending separate policies and segregated USR data Combinable entities incorrectly assigned to separate BNs Incorrect experience modification does not include all of the owner s payroll and loss data Owner may not qualify for experience rating 3
Combination of Entities for Experience Rating 1 2 3 4 Determine the entity type for each business Determine the ownership of each entity based on the Experience Rating Plan Determine if entities share majority (>50%) common ownership Notify insurer and WCIRB if entities should be combined or separated Types of Insured Entities Individual Partnership (General or Limited) Joint Venture Limited Liability Partnership (LLP) Corporation Limited Liability Company (LLC) Unincorporated Association Trust or other Fiduciary Operation *Experience Rating Plan, Section II, Rule 5 4
Determining Ownership for Experience Rating How do I determine the ownership of a business for experience rating purposes? Directions are found in Section II, Rule 9 of the Experience Rating Plan (available on wcirb.com) Based on the insured s legal entity type May differ from ownership determinations for other business purposes Determining the Ownership of an Entity Individual Sole proprietor 100% Partnership, Limited Partnership (LP), Limited Liability Partnership (LLP) General partners equal shares Joint Venture Joint venturers equal shares Limited Liability Company (LLC) All members equal shares * Experience Rating Plan, Section II, Rule 9 5
Determining the Ownership of an Entity (continued) Trust Trustees equal shares Exception: If grantor retains control, grantor is the owner Bankruptcy / Receivership Receivers or trustees equal shares Exception: If a debtor in possession, ownership is not determined by receivers or trustees Determining the Ownership of an Entity (continued) All other entities (corporations / associations / nonprofit organizations, etc.) 1. If the entity has issued voting stock number of shares each person owns 2. If no voting stock members own equal shares, or 3. If no voting stock and no members members of the board of directors own equal shares 6
Combination of Entities for Experience Rating 1 2 3 4 Determine the entity type for each business Determine the ownership of each entity based on the Experience Rating Plan Determine if entities share majority (>50%) common ownership Notify insurer and WCIRB if entities should be combined or separated Combination of Entities Separate entities are combined for experience rating when the same person or persons owns a majority (>50%) interest in each of the entities (Section IV, Rule 2 of the Experience Rating Plan) Majority commonly-owned entities may be insured on the same or separate policies Majority commonly-owned entities must be combined for experience rating Exceptions for trusts, bankruptcies and receiverships 7
Combination of Entities Example 1 Stanley owns a majority interest in: Stan s Shoe Emporium (Corp.) (75%) Stan s Shrimp Spot (Corp.) (90%) Stan s Taxidermy (Corp.) (51%) Stanley owns over 50% of all three entities All three entities are combined into a single file (Bureau Number) for experience rating The payroll and loss data from these three entities will be combined to produce a single experience modification Regardless of whether these entities are covered under a single policy or under separate policies Combination of Entities Example 2 Fawn s Flowers Fawn (partner) (50%) Donna (partner) (50%) Jennifer s Flowers Jennifer (partner) (50%) Donna (partner) (50%) These two entities do not share majority common ownership Cannot be on the same policy since they are not in excess of 50% commonly owned 8
Combination of Entities for Experience Rating 1 2 3 4 Determine the entity type for each business Determine the ownership of each entity based on the Experience Rating Plan Determine if entities share majority (50%) common ownership Notify insurer and WCIRB if entities should be combined or separated Notification of Combinability of Entities 9
Combination of Entities Experience Modification Revision Experience modification(s) may be subject to revision due to a combination/separation of entities determination. The current experience modification The prior experience modification when the insurer or insured submits a written request within 1 year of the x-mod expiration Refer to Section IV, Rule 3 of the Experience Rating Plan Combination of Entities Exercises 10
Combination of Entities Exercises Partnership and Sole Proprietor Exercise Smith and Jones Designs (partnership) David Smith (partner) Brian Jones (partner) Smith s Shoe Repair (individual) David Smith Yes No Need more information Combination of Entities Exercises Partnership and Sole Proprietor Answer Smith and Jones Designs (partnership) David Smith (partner) 50% Brian Jones (partner) 50% Smith s Shoe Repair (individual) David Smith 100% Yes No Need more information 11
Combination of Entities Exercises Limited Partnership and Corporation Exercise Allen, Baxter & Jones LP (limited partnership) Marsha Allen (general partner) Paul Baxter (limited partner) Katherine Jones (limited partner) Law Offices of Marsha Allen Inc. Marsha Allen 100% Yes No Need more information Combination of Entities Exercises Limited Partnership and Corporation Answer Allen, Baxter & Jones LP (limited partnership) Marsha Allen (general partner) 100% Paul Baxter (limited partner) 0% Katherine Jones (limited partner) 0% Law Offices of Marsha Allen Inc. Marsha Allen 100% Yes Need more information No 12
Combination of Entities Exercises The Same Person or Persons Exercise Jeffrey s Construction Inc. Jeffrey Brown 99% Susan Malone 1% Susan s Cookie Store Inc. Jeffrey Brown 1% Susan Malone 99% Yes No Need more information Combination of Entities Exercises The Same Person or Persons Answer Jeffrey s Construction Inc. Jeffrey Brown 99% Susan Malone 1% Susan s Cookie Store Inc. Jeffrey Brown 1% Susan Malone 99% Yes Need more information No 13
Combination of Entities Exercises LLC and Corporation Exercise City Fitness LLC John Clark (managing member) Anna Dowell (member) EatWell, Inc. John Clark 100% Yes No Need more information Combination of Entities Exercises LLC and Corporation Answer City Fitness LLC John Clark (managing member) 50% Anna Dowell (member) 50% EatWell, Inc. John Clark 100% Yes No Need more information 14
Combination of Entities Exercises Family Relationship Exercise Samuel s Farm Big Sam s Harvesting LLC Little Sam s Fruit Packing, Inc. Samantha s Truck Farm Ownership varies, but it s all held by immediate family members. Yes No Need more information Combination of Entities Exercises Family Relationship Answer Samuel s Farm Big Sam s Harvesting LLC Little Sam s Fruit Packing, Inc. Samantha s Truck Farm Ownership varies, but it s all held by immediate family members. Yes No Need more information 15
Summary Today s webinar provided an introduction to the combination of entities for experience rating, including: The importance of ownership Determining ownership for experience rating Combination of entities Exercises W o r k e r s C o m p e n s a t i o n I n s u r a n c e R a t i n g B u r e a u o f C a l i f o r n i a References and Resources 16
www.wcirb.com www.wcirb.com/agents and Brokers 17
Education on Demand Videos Upcoming Workers Comp Webinars Disputing a WCIRB or Insurer Action Wednesday, September 16, 2015 10am 10:30am PDT What is the formal process for disputing a WCIRB or insurer decision? Experience Rating Eligibility Wednesday, October 14, 2015 10am 10:30am PDT When does a California employer become eligible for an experience modification? Register at www.insurfest.org under Events 18