Section 110 IA 1986 arrangements: practical checklist and implementation steps for voluntary liquidation reconstructions, including consents, shareholder resolutions, dissenting shareholders, consideration, tax and filings (England and Wales)

Published by a LexisNexis Restructuring & Insolvency expert

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Arrangements under section 110 of the Insolvency Act 1986 (IA 1986) (section 110 arrangements)

Section 110 arrangements are frequently adopted to separate a company’s business and/or assets into distinct undertakings. They are available only within a voluntary liquidation and, with appropriate planning, can be notably tax‑efficient.

In essence, a section 110 arrangement is a three‑party framework between:

the company in liquidation (the Transferor), acting through its liquidator (the Liquidator)
a newly incorporated entity acquiring some or all of that business and/or assets (the Transferee)
the Transferor’s shareholders

Typically, the Transferor’s shareholders receive, via the Liquidator, an in specie distribution in the winding up comprising shares in the Transferee, which make up all or part of the consideration for the transfer. Business or asset splits can be effected and, accordingly, there may be more than one Transferee. For further detail, see Practice Note: Insolvency Act 1986 section 110 arrangements.

The table below outlines certain steps that may be taken to propose and implement a section 110 arrangement. Note that this table is generic in nature and should not be treated as advice in relation to any...

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Phillip Taylor

Alston & Bird

Phillip Taylor has over 20 years of experience handling complex international restructuring, special situations, and insolvency matters. He represents companies, creditors, and investors in all parts of the capital structure, as well as corporate trustees, agents, directors, and insolvency practitioners.Phillip routinely handles both contentious and non-contentious matters, in-court and out-of-court restructurings, and contingency planning and advisory mandates. Phillip’s clients include multinational corporations, private capital funds, banks, insurance companies, and restructuring office holders....

Web page updated on 22/05/2026

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