OPS-SOP-019 — Protected Cell Setup per Employer (Captive)
1. Purpose & Scope
This SOP defines the process for establishing a new protected cell within Unity Care Solutions – TN, LLC (the Tennessee-domiciled protected cell captive insurance company) for each participating employer group that joins the Unity Care Member Plan.
Every employer group gets its own dedicated protected cell. This provides legal asset segregation — the assets and liabilities of one employer's cell cannot be reached by creditors of another cell. Stop-loss risk flows through the cell and is reinsured through the Unity Care Reinsurance Series.
Entity Structure (Reference)
- Unity Care Member Plan Master Trust — holds trust assets; Trustee: Steve Schindler
- Unity Care Solutions – TN, LLC — Tennessee protected cell captive insurance company; one cell per employer
- Unity Care Reinsurance Series — reinsures each protected cell; coordinated by SRS
- Program Manager: Unity Care Solutions, LLC — coordinates onboarding, interfaces with Captive Counsel
Critical: This SOP is triggered as part of OPS-SOP-011 (New Employer Group Onboarding). Cell setup must be completed before the employer's first plan effective date. No employer group may begin claims processing without an established protected cell.
2. Roles & Responsibilities
| Role | Responsibility |
|---|
| Operations Director | Initiates cell setup process; coordinates between employer, Captive Counsel, and SRS; tracks completion |
Captive Counsel (Dickinson Wright)
Tony Greer / Kevin Doherty | Drafts cell formation documents; coordinates with Tennessee DOI; confirms legal establishment |
| SRS (Melissa Hancock) | Coordinates reinsurance series setup; manages captive cell administrative registration; interfaces with HLRA/reinsurance carrier |
| Primary Approver (Dr. Greg) | Approves cell formation; authorized signer for Unity Care Solutions – TN, LLC |
| ERISA Legal Counsel (Eric Gregory) | Reviews cell formation documents for ERISA compliance; confirms plan sponsor/captive relationship is properly structured |
| Employer | Executes employer-level captive participation agreement; designates authorized signer |
3. Pre-Conditions
Before initiating cell setup, all of the following must be complete:
- ✔ Employer has passed Gradient AI risk screening (SAIL score documented)
- ✔ Davies Group rate development complete and approved
- ✔ Employer has executed or is in final stages of Trust Participation Agreement
- ✔ Employer authorized signer confirmed (matches signatory on Trust Agreement)
- ✔ Target plan effective date established (prefer 1/1; mid-year requires stop-loss carrier approval)
- ✔ HLRA stop-loss quote obtained for the employer group (confirm with SRS)
4. Cell Formation Process — Step by Step
Step 1
Initiate Cell Setup — Notify Captive Counsel & SRS
Owner: Operations Director
- Operations sends new cell setup request to Captive Counsel (Tony Greer / Kevin Doherty) and SRS (Melissa Hancock)
- Include: employer legal name, EIN, authorized signer, target effective date, headcount, plan design selected, Gradient AI SAIL score, Davies rate summary
- Confirm with SRS: which reinsurance series cell will be registered under
Step 2
Draft Cell Formation Documents
Owner: Captive Counsel
- Captive Counsel drafts protected cell formation documents under Tennessee Protected Cell Company Act
- Documents include: Cell designation, capital allocation, liability ring-fencing provisions, authorized signers
- ERISA Legal Counsel (Eric Gregory) reviews for plan sponsor relationship compliance
- Target turnaround: [TBD — confirm with Tony Greer] business days
Note: Cell formation documents are separate from the employer's Trust Participation Agreement. Both are required. Do not proceed to Step 3 without both executed.
Step 3
Primary Approver Sign-Off
Owner: Primary Approver (Dr. Greg)
- Primary Approver reviews and executes cell formation documents as authorized signer for Unity Care Solutions – TN, LLC
- Employer authorized signer executes captive participation agreement
- Signed documents retained by Captive Counsel and Operations
Step 4
Register Cell with Tennessee DOI
Owner: Captive Counsel (coordinated by SRS)
- Captive Counsel files required cell registration with Tennessee Department of Insurance
- SRS coordinates administrative registration within the captive structure
- Confirmation of registration received from TN DOI — file date and confirmation number logged by Operations
- Timeline: [TBD — confirm with Tony Greer / SRS]
Step 5
Reinsurance Coverage Bound
Owner: SRS (Melissa Hancock)
- SRS binds reinsurance coverage for the new cell under the Unity Care Reinsurance Series
- Coverage details confirmed: attachment point (target $150K–$200K per person, pending HLRA finalization), policy period, premium
- Stop-loss carrier (HLRA or successor) issues endorsement or certificate for the new cell
- Operations receives and files coverage confirmation
Step 6
Notify Allied & Update Enrollment
Owner: Operations Director
- Notify Allied (Kim James) that new employer group cell is established and ready for claims processing
- Confirm employer group is added to Employee Navigator feed
- Confirm Allied escrow is updated to reflect new employer group's projected claims volume
- Hand off to OPS-SOP-011 go-live checklist (Step 6) for final plan launch
Step 7
Log Cell in Captive Registry
Owner: Operations Director
- Add employer to the Captive Cell Registry (see Section 5) with all formation details
- File all cell documents in PHI-secure records location [TBD]
- Schedule annual cell review (see OPS-SOP-020 — Fiduciary Fee Review)
5. Captive Cell Registry
Operations maintains a current Captive Cell Registry documenting every active cell. This registry is reviewed annually as part of the fiduciary review process (OPS-SOP-020).
| Employer Group |
EIN |
Cell Designation |
Effective Date |
TN DOI Reg. # |
Stop-Loss Carrier |
Attachment Point |
Status |
| Nuwell Medical Network LLC |
[TBD] |
[TBD] |
1/1/2026 |
[TBD] |
HLRA / HLRA (pending) |
$350K (HLRA) / TBD (HLRA) |
Active |
Future employer groups to be added at onboarding.
6. Cell Dissolution (Group Exit)
When an employer group exits the plan (voluntarily or involuntarily), the protected cell must be formally dissolved. This process is coordinated with OPS-SOP-012 (Mid-Year Changes & Terminations).
- Operations notifies Captive Counsel and SRS of termination date
- Reinsurance coverage is maintained through the run-out period ([TBD — confirm with SRS/HLRA])
- All outstanding claims are settled before cell assets are released
- Captive Counsel files cell dissolution with Tennessee DOI
- Final cell accounting completed by Finance; ERISA Legal confirms no residual fiduciary obligations
- Captive Cell Registry updated to reflect dissolved status
7. Open TBDs
- [TBD] Captive Counsel document turnaround time — confirm with Tony Greer
- [TBD] Tennessee DOI cell registration timeline — confirm with Tony Greer / SRS
- [TBD] HLRA stop-loss attachment point finalization (target $150K–$200K) — pending HLRA call
- [TBD] Cell designation naming convention — confirm with SRS
- [TBD] Nuwell cell: EIN, TN DOI registration number, formal cell designation
- [TBD] Run-out period for dissolved cells — SRS + HLRA to confirm
- [TBD] PHI-secure records storage location for cell formation documents
- [TBD] Minimum capital per cell requirement — confirm with TN DOI / Captive Counsel
OPS-SOP-019 v1.0 | Unity Care Solutions, LLC — Internal / Confidential
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