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Conversion meaning

What does Conversion mean?
In practice, conversion is the tort (delict) of deliberately dealing with another’s goods in a way inconsistent with their immediate right to possession. It is defined mainly by case law; in England and Wales some remedies are consolidated by the Torts (Interference with Goods) Act 1977. Recognised across England & Wales, Scotland (as a delict), Northern Ireland and Ireland. Typical acts include taking, using, selling, pledging, destroying, unauthorised delivery to a third party, or refusing to deliver up on demand. Liability is strict: good faith or lack of knowledge is generally no defence, and intermediaries, bailees and agents can be liable. The claimant must have title or an immediate right to possess the goods when the interference occurred. Remedies usually include damages equal to market value at the date of conversion, delivery up or specific restitution, and interest. Conversion concerns tangible goods and certain documents embodying rights (for example, negotiable instruments or share certificates); it does not generally apply to pure intangibles. An agent who acquires possession of goods or securities that do not belong to the principal and wrongfully deals with them (for example, by sale) commits conversion and is liable to the true owner for their value.
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View the related News about Conversion

NEWS
Property disputes update—disrepair, protest injunctions, service charges and right to buy; Renters’ Rights Act rollout; building safety remediation contribution orders; Scottish developments (England, Wales and Scotland), 26 February 2026

In this issue: Repairing obligations and dilapidations Trespass and adverse possession Service charges Residential tenancies Disputes and remedies Rent and rates Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Repairing obligations and dilapidations Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower (Grey GR Ltd Partnership v Edgewater (Stevenage)) In Grey GR Ltd Partnership v Edgewater (Stevenage) [2025] Lexis Citation 276, the Upper Tribunal (UT) rejected the respondents’ appeal against the First-tier Tribunal’s (FTT) grant of a remediation contribution order under section 124 of the Building Safety Act 2022, made against 75 respondents. Marcus Birch of BCLP reviews the decision. See News Analysis: Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower. High Court held progressive failure of window seals constituted disrepair (Better...

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NEWS
UK defined benefit risk transfer: insurer capacity surge and competition aid small schemes; 2024 buy-ins rise, but buyout conversion backlog lengthens

Hymans Robertson reported that, with several new insurers entering the fray, supply now surpasses demand in the risk transfer market. This marks a stark and notable turnaround from 2023, when heightened demand effectively edged smaller schemes out of contention and left them unable to complete transactions. 'The evolving composition of the UK risk transfer market signals a genuinely exciting period indeed for small schemes,' said Iain Church, head of core transactions at Hymans Robertson...

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NEWS
FTT: Paddock counted as ‘grounds’; commercial grazing at effective date insufficient for SDLT mixed-use (Harjono v HMRC)

Harjono and another v HMRC [2024] UKFTT 228 (TC) The taxpayers acquired a property comprising a residential barn conversion with three acres of land. Roughly half of the acreage was a fenced paddock. This paddock bordered the garden and had two gates: one opening from the garden and another giving access to the road. The taxpayers agreed with a friend that she could graze her horse on the paddock for a fixed six-month period in return for a £50 monthly payment. Both parties signed the agreement before completion of the purchase, but it remained undated until after completion, when the taxpayers’ solicitor added the date as the effective date. The taxpayers filed their SDLT return on a mixed-use basis. They maintained that the paddock did not constitute part of the dwelling’s grounds because it was being used for commercial purposes unconnected with the residence, and therefore was not...

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View the related Practice Notes about Conversion

PRACTICE NOTES
Voluntary winding-up in England and Wales: resolutions, MVL/CVL conversion, creditor decision procedures, statements of affairs, liquidator appointment, statutory notices, and vacancy/release

The resolution to wind-up A company can move into voluntary liquidation only if one of the following applies: its fixed duration has ended, or an event specified in its articles as triggering liquidation has occurred, and the company has approved an ordinary resolution to wind up; or it passes a special resolution to be wound up voluntarily. See: 97 Notice of meeting to pass ordinary or special resolution to wind up: Encyclopaedia of Forms and Precedents [1441] 103 Special resolution to wind up and appoint liquidator: Encyclopaedia of Forms and Precedents [1452] The former practice of proceeding by extraordinary resolution is no longer available under the Companies Act 2006. Where the directors make a declaration of solvency under section 89 of the Insolvency Act 1986 (IA 1986), the company may proceed by way of a members’ voluntary liquidation (MVL). For further information, see Practice Note: What is a members’ voluntary liquidation and when is...

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PRACTICE NOTES
Pre-emption rights on allotments by unlisted public companies (Companies Act 2006): statutory regime, communication, exceptions, disapplication (ss 570–571, 573), treasury shares, liabilities and filings

Pre-emption rights on allotment Pre-emption rights on allotment provide every shareholder in a company with a means to guard against dilution of their percentage stake where this could result from a share allotment, the issue of rights to subscribe for shares, the conversion of securities into shares, or a disposal of treasury shares by that company. This Practice Note addresses the pre-emption rights applicable to an allotment of equity securities by a public company that is neither a listed company nor an AIM company (that is, an unlisted public company), as prescribed in the Companies Act 2006 (CA 2006). Close attention should be paid to the breadth of those statutory pre-emption rights, because an unlisted public company must observe them to the extent that they have not been disapplied, varied, waived, or excluded and ensure that it complies with them to that extent...

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PRACTICE NOTES
POCA 2002 civil (non-conviction) recovery of cryptoassets (ECCTA 2023): search, seizure, wallet freezing, detention, forfeiture/destruction and conversion in the magistrates' courts (England and Wales)

Following a series of court decisions and influential commentary, it is now widely accepted that, under English law, cryptoassets are neither things in possession nor things in action; instead, they comprise a distinct third form of property as data objects. The Proceeds of Crime Act 2002 (POCA 2002) establishes, in broad terms, two routes for the realisation of criminal proceeds: a conviction-based restraint and confiscation regime under POCA 2002, Pt 2, criminal in character and largely managed by the criminal courts under the Criminal Procedure Rules 2025 (CrimPR 2025), SI 2025/909; and a non-conviction based asset recovery regime under POCA 2002, Pt 5, operating within the civil jurisdiction. In England and Wales, at a high level, this results in: proceedings before the magistrates’ court, in its civil jurisdiction, for the freezing and forfeiture of (i) cash, (ii) high value personal property, and (iii) money in accounts held with financial institutions (FIs); and proceedings before the High Court for a...

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PRECEDENTS
Precedent deed poll: convertible redeemable loan note instrument for corporate investors (unsecured/subordinated), with conversion, redemption and noteholder provisions - England and Wales law

£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document...

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PRECEDENTS
Precedent: Subordinated Convertible Redeemable Loan Note Instrument for Buyouts (Corporate Investors), with Intercreditor and Senior Facilities Provisions (England and Wales)

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document...

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PRECEDENTS
General Partnership to LLP Business and Asset Transfer Agreement with TUPE, Contract Assignment and Novation, and Property Transfers (England and Wales)

This Agreement is dated [ insert date ] Parties The individuals named in Schedule 1 (the Partners), trading as [ insert partnership name ] (the Partnership); and [ insert full name of LLP ] LLP, incorporated in England and Wales under number [ insert registered number ] whose registered office is at [ insert address ] (the LLP). Each of the Partners and the LLP is a Party, and together the Partners and the LLP are the Parties. Background The Partners presently conduct the Business as a general partnership under the Business Name and wish to convert that general partnership into a limited liability partnership. Each of the Partners is a member of the LLP and intends to continue the Business through the LLP as a going concern from the Transfer Date...

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View the related Q&As about Conversion

Q&As
Must E&W civil partners married pre-2013 in New York convert before divorce?

The Marriage (Same Sex Couples) Act 2013 (M(SSC)A 2013) confirms that marriages between same-sex partners are lawful and effective. Under s 9 of M(SSC)A 2013, civil partners in England and Wales can convert their partnership into a marriage, should they wish to do so. That conversion terminates the civil partnership, with the resulting marriage treated as having existed from the date the partnership was created. Before M(SSC)A 2013 came into force, same-sex marriages formed overseas were recognised in England as civil partnerships, falling within the category of ‘overseas relationships’ under the Civil Partnership Act 2004, rather than as marriages...

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Q&As
Declaration of trust changing tenancy in common to joint tenancy

Legal co-owners are equitable tenants in common—conversion to equitable joint tenancy Legal co-owners holding property for themselves as equitable tenants in common may, where they agree, opt to hold as equitable joint tenants by executing a fresh declaration of trust. Please consult Practice Note: Residential property—transfers of equity and dealings with equitable interests in residential conveyancing, paying particular attention to the main section Specific scenarios for guidance on that topic within that resource. You might also find these resources helpful: Trusts of land for property lawyers—Overview Trusts of land—overview ...

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Q&As
Tenant goods left after vacating/eviction: landlord obligations

If, after a landlord has retaken possession of the premises (whether by peaceable re-entry, under a court order, or because the lease has ended by effluxion of time or under a break notice, etc.), the previous tenant leaves goods behind, unless the lease expressly addresses situation, the landlord assumes the role of involuntary bailee of those items and may incur liability for conversion if they sell the goods and set them off against arrears, or liability in damages if they discard or dispose of the goods...

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