Run-off cover is professional indemnity insurance that keeps responding to claims after your firm has stopped trading. Professional indemnity is written on a claims-made basis, which means the policy that pays is the one in force on the day a claim is made against you, not the one in force when you did the work. Close the firm, retire, sell the practice or simply stop renewing, and every piece of advice you have ever given becomes uninsured the moment the policy expires — even though it was properly insured at the time. Run-off cover buys back that protection for a defined period after cessation, and for most regulated professions it is mandatory rather than optional.
Run-off is the most consequential insurance decision a professional firm makes, and it is almost always made at the worst possible moment: during a retirement, a sale, a merger, or the wind-down of a business that has stopped earning. The premium arrives when there is no longer any income to pay it from, which is precisely why firms are tempted to skip it.
They are also the placements generalist brokers handle worst. A firm that is still trading is an attractive risk with a renewal attached. A firm that has ceased is a one-off premium for a liability that lasts six years, with no follow-on business, and a number of markets simply will not quote it. That is the problem this page exists to solve.
Because a claims-made wording triggers on notification, not on the act. Most business insurance — public liability, employers' liability, property — is written on an occurrence basis: the policy in force when the event happened responds, however long ago that was. Professional indemnity is different. The trigger is the claim being made against you and notified during the period of insurance. That single structural difference is why a closed firm without run-off is not "probably fine"; it is definitively uninsured for everything it ever did.
The practical consequences are worth stating plainly, because professionals who have carried PI for twenty years frequently do not know them:
The question to ask before you cancel anything. "If a claim about work I did five years ago landed on my desk next March, which policy would pay it?" If you cannot name one, you need run-off — and you need to arrange it before the current policy expires, not after. Once there is a gap, the market gets materially harder and sometimes closes entirely.
Because it defines how far back your cover reaches, and a run-off policy with the wrong one is worthless. The retroactive date is the point before which work is not covered, no matter when the claim arrives. For run-off to do its job it must be fully retroactive — reaching back to the start of your practice, or at minimum to the retroactive date carried on your last trading policy. A run-off policy dated from cessation covers a period in which, by definition, you did no work.
Retroactive dates get damaged in a handful of specific, recognisable situations. Each is worth checking against your own history:
| Situation | What happens to the retroactive date | What to do |
|---|---|---|
| Cover lapsed and was restarted | Usually reset to the new inception date, orphaning all earlier work permanently | Never allow a gap; if one exists, disclose it and seek a fully retroactive quote before closing |
| Changed legal structure — partnership to LLP, LLP to limited company | The old entity may cease to exist as an insured, leaving its work unprotected | Either extend the new entity's cover to the predecessor's work, or buy run-off on the old entity |
| Practice sold or merged | The acquired firm's policy usually ceases at completion | Confirm in writing whether the acquirer's policy covers past work; if not, buy separate run-off |
| Successor practice arrangement | Can work well, but only if the successor's insurer accepts the predecessor's liabilities in writing | Get the position documented before completion — not as a post-completion assumption |
| New insurer imposed a later retroactive date | Cover silently narrows at renewal, often unnoticed for years | Compare the retroactive date on every renewal schedule against the previous one |
| Sole trader incorporating | The individual's earlier work sits outside the company's policy | Ensure the company policy names the predecessor practice and carries the earlier date |
A two-minute check worth doing today. Find your current PI schedule and locate the retroactive date. If it reads anything later than the date you started practising, there is already a period of your working life that no policy covers — and run-off will not fix it retrospectively. Better to discover that now than during a claim.
Whenever the policy that has been protecting your past work is about to stop existing. That is a wider set of circumstances than "retirement". Selling the practice, incorporating, dissolving a partnership, losing a regulated permission, a principal dying, or an acquirer declining to take on predecessor liabilities all produce the same result: a body of past work and no live policy attached to it.
"The conversation I dread is the one that starts 'I retired in March and someone's just sent me a letter.' By then there is nothing to arrange. Run-off has to be bought while the policy is still live, and the number of people who cancel a direct debit as the last act of closing a business — without realising what they have just switched off — is much higher than it should be."
"The other one is the sale. Somebody sells their practice, the heads of terms say the buyer assumes the liabilities, and everyone relaxes. Nobody asks the buyer's insurer whether it has agreed to that. An indemnity from a company is worth whatever that company is worth in six years' time. An insurer's written confirmation of a retroactive date is worth considerably more."
Six years is the regulatory floor for most professions, but the right answer is set by your longest unexpired liability, not by the minimum. Contract and tort claims generally have six years under the Limitation Act 1980. Work done under a deed carries twelve. Latent damage adds three years from the date of knowledge with a fifteen-year longstop. Construction professionals face longer periods again under the Defective Premises Act 1972 as amended by the Building Safety Act 2022.
| Profession / regulator | Run-off position | Practical note |
|---|---|---|
| Surveyors (RICS) | Fully retroactive run-off required; six years for consumer claims provided automatically under the minimum wording, with a £1,000,000 aggregate limit | Commercial claims run-off is a separate purchase. This is the single most commonly missed gap in surveying practices |
| Accountants (ICAEW) | Two years mandatory, then all reasonable steps to maintain cover for a further four — six in total under Regulation 2.8 | The 2024 change from "best endeavours" to "all reasonable steps" raised the bar deliberately |
| Solicitors (SRA) | Six years run-off is an obligation of the closing firm under the Minimum Terms and Conditions | A successor practice arrangement can displace it, but only if genuinely constituted |
| Architects | Six years recommended as a minimum | Deeds of appointment routinely carry twelve-year liability, so six is frequently not enough |
| Financial advisers (FCA) | Personal investment firms are expected to maintain appropriate run-off on ceasing regulated business | Complaint time limits and the Financial Ombudsman Service drive the real exposure — see below |
| Engineers and construction consultants | No single regulator; driven by appointments and collateral warranties | Twelve years under deed is standard; Building Safety Act exposure can reach considerably further |
| Unregulated consultants | No mandatory requirement | Six years is still the sensible default, because the Limitation Act applies whether or not a regulator does |
Where six years is the wrong answer. If you signed appointments or collateral warranties as deeds — normal for architects, engineers, surveyors and construction consultants — your liability under those documents runs for twelve years, not six. A six-year run-off leaves the back half uninsured. Check the execution clause on your largest appointments before you set the term. Our guides to principal designer PI insurance and rail design and engineering PI cover how those appointments work. Engineering firms should also see our engineers insurance page.
A ceasing firm is an unattractive risk by construction: a single premium, no renewal, and a liability that outlives the relationship. Several mainstream markets decline run-off on that basis alone, regardless of the firm's claims record. Placing it well is a specialist exercise in presenting a business that no longer exists to an underwriter who will never see it again. The Insurability Framework™ is our structured method for doing exactly that.
Four pillars, applied to firms closing, retiring, selling, restructuring or exiting a regulated activity.
Run-off underwriters price the tail, not the trading. What moves the number is the mix of work in the last six years, the largest single appointment, the retroactive date, any notified circumstances, and whether the closure is orderly or distressed. We put all of it in front of them before it is asked for.
A one-off premium with a six-year liability and no renewal falls outside a lot of appetite. Placement runs through Lloyd's syndicates and specialist MGAs that write run-off deliberately rather than tolerating it, including for firms whose incumbent insurer has declined to offer terms.
The dangerous gaps are structural: a retroactive date that does not reach back far enough, a term set to six years against twelve-year deeds, an assumed successor practice that was never documented, and activities dropped from cover in a previous year.
A run-off claim arrives at someone who has retired, has no practice management behind them and may not have the file. Reconstructing the position and running the notification properly is work a call centre cannot do, and it is the point at which run-off either earns its premium or does not.
More on the method on our Insurability Framework page, and on comparable placements in our adverse risk insights hub.
The regulatory floor, the real exposure and the placement difficulty differ substantially by discipline. Select the closest match.
Yes, on two separate routes, and this is the part most professionals underestimate. First, a dissolved company can be restored to the register under the Companies Act 2006 precisely so that proceedings can be brought against it — striking off is not a limitation defence. Second, and more uncomfortably, professional negligence can attach personally to the individual who did the work. In Merrett v Babb the Court of Appeal held an employed surveyor personally liable to a house buyer who had relied on his valuation, in circumstances where the firm's insurance was not available to respond.
The practical implication is that limited liability is a much weaker shield than it appears once a firm has closed. Three points follow:
The tail is set by complaint rules rather than by the Limitation Act, and the hardest activities are frequently excluded. A complaint to the Financial Ombudsman Service can generally be brought within six years of the act complained of, or — if later — within three years of the point at which the complainant became aware, or reasonably ought to have become aware, that they had cause for complaint. On long-dated advice such as pension transfers, that second limb can extend the realistic exposure well past six years from cessation.
That structure produces a set of problems specific to advisory firms winding down:
Where the FCA rules actually sit. The professional indemnity requirements for personal investment firms are in IPRU-INV 13 of the FCA Handbook, and the complaint time limits are in the DISP sourcebook. Both are worth reading directly rather than relying on summary, because the additional capital resources tables turn on your own relevant income figures.
Tick anything you cannot answer immediately. Each is a gap we find regularly in firms approaching cessation.
Three or more ticks and the run-off position needs sorting before anything else in the wind-down. Items one to five are the ones that cannot be fixed after the policy expires.
Usually a multiple of the last trading premium, paid once, covering the whole term. The market convention is to price the full run-off period as a single premium expressed as a percentage of the expiring premium, with the figure driven by the profession, the work mix in the tail, the limit required and the term. It is not an annual cost and it does not reduce each year — you are buying a fixed liability, not a service.
| Rating factor | Why it matters to the underwriter | What improves the terms |
|---|---|---|
| Profession and work mix | Valuation, pension transfer and structural design work dominate claims data | An accurate split of the last six years' fee income by activity |
| Run-off term required | Twelve years is double the exposure window of six | Evidence of which appointments were deeds and when they complete |
| Limit of indemnity | Sets the ceiling on the insurer's tail liability | Matching the limit to the largest appointment rather than to habit |
| Claims and circumstances history | Frequency predicts the tail better than severity | Full disclosure with a documented account of what changed afterwards |
| Notified circumstances at cessation | A known matter is a priced matter | Notifying properly under the expiring policy rather than carrying it into run-off |
| Retroactive date | Determines how many years of past work sit inside the cover | Nothing — but knowing it prevents buying cover that does not attach |
| Manner of closure | Distressed and insolvent closures attract a different appetite | Arranging run-off while the firm is still solvent and trading |
| Whether a gap already exists | A lapse is the hardest single feature to place around | Acting before expiry — this is the factor most within your control |
| Presentation quality | Few markets write run-off deliberately; ambiguity gets priced or declined | A structured submission with the retroactive date, work split and claims record up front |
The cheapest possible run-off is the one arranged early. Terms obtained while the firm is still trading, with cover continuous and no gap, are materially better than terms sought after expiry — and in some cases the difference is between a quote and no quote at all. If closure is on the horizon at all, raise it at your next renewal rather than at your last.
A decline from your incumbent insurer is not the market's answer, it is one underwriter's answer. Run-off declines are frequently structural rather than personal — the insurer has exited the class, will not write the activity, or simply does not offer run-off beyond its own book. Firms that have been refused are placeable more often than they expect, but the route is a specialist submission to markets that write this deliberately, not a repeat application to the same panel.
What we do with a declined run-off placement:
Related reading: insurance for businesses refused cover, professional indemnity after a claim and business insurance with a claims history.
It is professional indemnity insurance that continues to respond to claims after a firm has stopped trading, in respect of work carried out before cessation. Because professional indemnity is written on a claims-made basis, the policy that pays is the one in force when the claim is made rather than when the work was done. Without run-off, a closed firm is uninsured for everything it ever did, even though every year of that work was properly insured at the time.
Six years is the usual minimum and tracks the limitation period for contract and tort claims under the Limitation Act 1980. It is frequently not enough. Appointments executed as deeds carry twelve-year liability, latent damage adds three years from the date of knowledge subject to a fifteen-year longstop, and construction work can reach further still. Set the term against your longest unexpired liability rather than against the regulatory floor.
It depends on your regulator. RICS requires fully retroactive run-off on ceasing to practise. ICAEW requires two years under Regulation 2.8 plus all reasonable steps for a further four. The SRA makes six years an obligation of the closing firm under its Minimum Terms. The FCA expects personal investment firms ceasing regulated business to hold appropriate run-off. Unregulated consultants have no mandatory requirement, but the Limitation Act applies to them all the same.
It is the date before which work is not covered, regardless of when the claim arrives. It matters more than any other term on a run-off policy because a run-off wording dated from cessation covers a period in which no work was done. Run-off has to be fully retroactive, reaching back across the whole of your practice. If your current schedule shows a retroactive date later than the date you started, there is already a period no policy covers.
Partly, and the gap is the important bit. Under the RICS minimum wording, insurers provide six years of run-off for consumer claims with a £1,000,000 aggregate limit where premium or part premium has been paid, at no extra charge. Business-to-business run-off is not included and must be purchased separately. A surveying practice with commercial clients that relies on the automatic cover alone has insured only part of its exposure.
No, and the reasoning inverts the logic of a claims-made long tail. Professional claims routinely surface years after the work: a tax position challenged on a later enquiry, a valuation tested when a property is sold, a design questioned when a defect appears. A clean record over twenty years tells you about the claims that have arrived, not about the ones still inside the limitation period.
No. A dissolved company can be restored to the register under the Companies Act 2006 precisely so that a claim can be brought against it, so striking off is not a limitation defence. Separately, professional negligence can attach personally to the individual who performed the work. In Merrett v Babb the Court of Appeal held an employed surveyor personally liable to a house buyer where the firm's insurance was not available to respond.
It depends on what the buyer's insurer has agreed, not on what the sale agreement says. The acquired firm's policy normally ceases at completion. Either the acquirer's policy must extend to your past work with a retroactive date reaching back across it, or separate run-off must be bought. An indemnity from the buying company is only worth what that company is worth in six years' time; written confirmation from an insurer is worth considerably more.
It is normally a single premium expressed as a percentage of the last trading premium, covering the whole term rather than charged annually. The figure is driven by profession and work mix, the term required, the limit of indemnity, the claims and circumstances record, and whether the closure is orderly or distressed. The largest single variable within your control is timing: terms arranged before the expiring policy lapses are materially better than terms sought afterwards.
A decline from one insurer is not the market's answer. Run-off declines are frequently structural — the insurer has exited the class or does not offer run-off beyond its own book — rather than a judgement on your firm. The route is a rebuilt submission to markets that write run-off deliberately, with the work split, largest appointments, claims narrative and retroactive history set out properly. Structural changes such as a shorter term, a higher excess or excluding a single activity can also convert a decline into terms.
The tail is driven by complaint rules rather than the Limitation Act. A complaint to the Financial Ombudsman Service can generally be brought within six years of the act, or if later within three years of the point the complainant knew or ought to have known they had cause for complaint — which on long-dated advice extends the realistic exposure well beyond six years. Defined benefit pension transfer advice is the hardest activity to place, and exclusions carry an additional capital resources consequence under IPRU-INV 13.
Ask four questions: what retroactive date will the run-off policy carry, what term do you recommend and why, which markets write run-off deliberately rather than as an accommodation, and what happens if my incumbent declines. A specialist answers all four without hesitating and will want your expiring schedule, work split and claims record before quoting. Miller & Partner approaches every run-off placement through the Insurability Framework — underwriter intelligence, difficult risk expertise, risk assessment and claims advocacy. Call 01792 001350 or email [email protected].
This page is general information about professional indemnity run-off cover for UK firms that are closing, retiring, selling, merging or changing legal structure. It is not advice, and it is not a recommendation to buy or hold any particular policy. Any cover described is subject to insurer acceptance, underwriting and the terms of the policy actually issued.
Regulatory requirements are summarised from published sources as at the date shown at the top of this page and change from time to time. RICS, ICAEW, SRA and FCA requirements should be checked directly against the current rules for your own firm, and Miller & Partner is not affiliated with any of those bodies. Nothing here is legal advice; limitation periods, deeds, collateral warranties and sale agreements should be reviewed by a suitably qualified legal adviser.
Merrett v Babb is referred to as an illustration of the principle that professional negligence can attach personally to an individual. The application of any authority to your own circumstances is a matter for legal advice. The interactive cover checker, gap checklist and placement assessor are general information tools only — not personalised advice, not a recommendation and not a quotation.
For our regulatory status, please see the footer of this website. To discuss a run-off placement, email [email protected] or call 01792 001350.
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