Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Schemes of arrangement definition

What does Schemes of arrangement mean? A scheme of arrangement is a court‑supervised mechanism for compromising or arranging the rights of a company’s creditors or members (or any class of them), typically used to restructure debt, reorganise share capital or implement a takeover via a members’ scheme. In the UK, schemes are governed by Part 26 of the Companies Act 2006; in Ireland, by Part 9, Chapter 1 of the Companies Act 2014. Key features include: the court directing class meetings; class composition based on legal rights; approval by the statutory majorities in each class (including at least 75% in value of those present and...

Part 26 Companies Act 2006 schemes of arrangement: jurisdiction, process, creditor engagement, class composition, meetings, sanction, stays, appeals, implementation and confidentiality

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

Schemes of arrangement—definition and basis in statute

A Scheme of Arrangement is a court-approved compromise between a company and its creditors or members. It can encompass matters that those parties could not otherwise settle by agreement alone, enabling a binding outcome without needing 100% backing from every interested party.

Schemes are governed by sections 895–901 of the Companies Act 2006 (CA 2006), with near-identical provisions having existed in company law for well over a century. Although CA 2006 does not set out a prescriptive, step-by-step mechanism, it outlines the process indirectly by stipulating the criteria the court must consider before sanctioning a scheme (Re Rodenstock).

Electronic filing is mandatory across all jurisdictions housed within the Rolls Building, including the Insolvency and Companies List (formerly the Bankruptcy and Companies Courts of the Chancery Division). Accordingly, all issuings and filings must be completed online via the CE-File website. For further reading, see News Analysis: E-filing at the Rolls Building: some practical considerations for R&I lawyers...

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Web page updated on 27/05/2026

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