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Proposal form guides
A walkthrough of Apex's directors' and officers' (D&O) proposal form for UK private companies. It explains what each section asks, why underwriters ask it, and where answers go wrong.
Part of: Directors' and officers' insurance guide
In short
The D&O proposal form is short because much of the underwriting comes from your filed accounts, so the yes/no questions carry real weight. Underwriters focus on financial health, external investors, planned deals or fundraising, redundancies and employment disputes, and the personal history of every director. A candid explanation of a weak set of accounts usually still gets a quote, while an undisclosed problem puts cover at risk. Under the Insurance Act 2015 the company must make a fair presentation, which for D&O means asking every director, in writing, before the form is signed.
The D&O proposal form is short, and much of the underwriting is done from your filed accounts and Companies House record. That makes the yes/no questions more important, not less: each one is a gateway to a fact the underwriter cannot find for themselves.
The proposal sits inside the duty of fair presentation under the Insurance Act 2015. The company must disclose every material circumstance it knows or ought to know, or enough to put the insurer on notice to ask more, whether or not a question covers it. Anything material that does not fit a box goes in a covering note.
D&O has a feature most policies do not: it protects individuals, and the form is answered on behalf of all of them. How one director's knowledge or non-disclosure affects cover for the others depends on the policy's severability terms, which vary between wordings. Our page on D&O fair presentation and severability covers this. The practical answer is to ask every director, in writing, before the form is signed.
Have to hand: the latest filed and management accounts, the shareholder register or cap table, details of any deal or fundraise in progress, headcount and any redundancy plans, and details of any dispute, investigation or tribunal claim.
The form asks for the full legal name and company number as registered at Companies House, addresses, date of incorporation, what the company does, whether any shares or debt are publicly traded, whether it is regulated, and whether there are subsidiaries or any operations, assets or employees outside the UK.
Use the registered name exactly. If a group needs cover, the parent should normally be the proposer, with subsidiaries listed; a policy in the name of a trading subsidiary may not respond for directors of the parent. The company number lets us pull your filed accounts, so make sure the rest of the form is consistent with them.
Publicly traded securities change the risk entirely, which is why a yes means a different, personally handled proposal. Regulation matters because regulated firms and their individual senior people face investigations that unregulated companies do not; give the regulator and reference number.
The overseas question asks especially about the USA and Canada. Subsidiaries, employees, assets or significant sales there expose directors to claims and investigations in those jurisdictions, which are usually rated separately and sometimes excluded. Be specific about what is there and how large it is.
Turnover for the last complete year (give the group figure if subsidiaries are to be covered), then one combined question: do the latest accounts show a profit, positive net assets, and no audit qualification or adverse comment?
Those three tests are the underwriter's main gauge of insolvency risk. Insolvency is a common trigger for claims against directors of private companies, typically brought by a liquidator or administrator alleging that directors kept trading when they should not have, or breached their duties to creditors. Our page on D&O insurance and insolvency explains how cover responds.
If any part is a no, say which and why. The form's own help text is right: a candid explanation, such as a planned loss in a growth phase funded by investors, or negative net assets caused by a shareholder loan, usually still gets quoted. A surprise later puts cover at risk. If management accounts since the last filing show a material change, in either direction, say so too: the filed accounts may be over a year old.
Two questions: whether any external investor or shareholder outside the founders and management holds roughly 15% or more, and whether any acquisition, disposal, fundraise, restructure or change of control has completed in the last 12 months or is planned in the next 18.
External investors bring governance expectations, board seats, and the possibility of a claim from the investor if things go wrong. Name them and give their approximate stake. Many investors require the company to hold D&O cover; see whether VC investors require D&O insurance.
Corporate transactions are where claims cluster: statements to investors in a fundraise, warranties to a buyer, disputes with sellers after an acquisition, and restructures that leave creditors or minority shareholders unhappy. Many D&O policies also contain a change-of-control clause under which cover for acts after a takeover stops, so a planned sale should be raised now rather than discovered later. Describe the transaction, its stage and the expected timing.
The form asks for headcount, whether you want employment practices liability (EPL) included, whether there have been significant redundancies in the last 18 months or any are planned in the next 18, and about tribunal claims or formal employment disputes in the last five years.
EPL covers the company and its managers for employment disputes and, as the form notes, is usually the most-claimed section of a management liability package. Our page on employment practices liability explains what it does.
Redundancies are asked about because they generate claims, particularly where the process is rushed. Collective consultation duties apply where 20 or more redundancies are proposed at one establishment within 90 days. Give rough numbers and describe how the process was, or will be, run, including whether you took advice.
For tribunal history, include claims that settled before a hearing and formal grievances that turned into a legal dispute, with outcomes.
This section asks about any claim, investigation, prosecution or regulatory enquiry against the company or any director or officer in the last five years; whether any director or officer has ever been disqualified, convicted of a non-motoring offence, made bankrupt, or been a director of a company that entered insolvency; any circumstance that might give rise to a claim, after enquiry of fellow directors; and existing or declined D&O or management liability cover.
"Investigation" and "regulatory enquiry" are wider than people expect. They include enquiries from the Health and Safety Executive, HMRC, the ICO, the Pensions Regulator or a sector regulator, even where nothing came of them.
The director history question has no time limit and is about individuals, including their roles at other companies. A director who was on the board of a business that later failed must be disclosed, even if they left long before. Ask each director directly.
The circumstances question captures the shareholder who is threatening action, the creditor pressing for payment, a whistleblowing report, a former employee's solicitor's letter, or a regulator's request for information. If you hold D&O cover now, notify anything like this to that insurer under its terms before expiry, then disclose it here. D&O is generally written on a claims-made basis, and continuity of cover matters: many policies exclude matters pending before a set date.
Finally, if a previous D&O or management liability application was declined, cancelled or accepted only on special terms, say when and why, and what has changed since. An underwriter who learns of it from another source will assume the worst.
You choose a limit (the form offers options from £250k to £5m, or other) and a start date.
The right D&O limit depends on the size of the company, the presence of external investors, the regulatory exposure, and what investors, lenders or the board require. Defence and investigation costs can be substantial on their own, so think about the cost of defending several directors at once, not just a damages award.
If EPL is included in a management liability package, check whether it shares a limit with D&O. Our management liability guide covers packages, and the page on Side A, B and C cover explains who each part of a D&O policy protects. If you have an existing policy, give the renewal date so there is no gap.
You give your name and position, such as director, CFO or company secretary. The declaration confirms that the answers are true and complete.
The person signing is answering on behalf of the board. Under section 4 of the Act, what the company knows includes what its senior management and the people responsible for its insurance know, and what a reasonable search would reveal. For D&O that means asking every director, not answering for them.
The duty applies until the contract is entered into. If a claim, investigation or significant change arises after you submit but before cover starts, tell us. Our D&O insurance guide covers the wider picture.
Often, yes. Profit, net assets and an unqualified audit are the three things D&O underwriters check, but a candid explanation of why one of them is a no usually still gets a quote. Failing to explain it is what puts cover at risk later.
No. It asks whether any director or officer has ever been disqualified, convicted of a non-motoring offence, made bankrupt, or been a director of a company that entered insolvency. It applies to each individual's roles at other companies too.
Because transactions are where claims against directors cluster, from investors, buyers and sellers. Many D&O policies also stop covering new acts after a change of control, so a planned sale needs to be raised before cover is placed.
EPL covers the company and its managers for employment disputes such as unfair dismissal and discrimination claims. It is usually the most-claimed section of a management liability package. See employment practices liability explained.
No. D&O protects directors and officers against claims about how they run the company, while professional indemnity covers claims that the business's professional services were negligent. Many companies need both.
No. It follows the questions on Apex's own online D&O proposal form and explains why underwriters ask them. An insurer may ask further questions, and those answers need the same care.
Start your proposal online and save it as you go, or upload a completed proposal from your current broker on the first page. Or call 0117 325 0027.
Start your proposal Request a callbackApex Insurance Brokers Limited is authorised and regulated by the Financial Conduct Authority. Registered in England and Wales, company number 07014570. This page is general information, not advice on your individual circumstances. It explains the kinds of question asked and does not reproduce any insurer's form or guarantee that cover will be available or on what terms.
