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 schemes of arrangement (UK): voting thresholds, class composition/manipulation, HMRC and moratorium vetoes, online meetings/accessibility, global note definitisation, and economic cram-down

Published by a LexisNexis Restructuring & Insolvency expert

Practice notes

The voting requirement

As set out in Practice Note: Schemes of arrangement—process and statutory framework, section 899(1) of the Companies Act 2006 provides that the court may sanction a scheme only where, at each scheme meeting, approval is obtained by:

a majority in number (the numerosity test); and
creditors representing 75% in value voting in person or by Proxy.

From 26 June 2020, if a scheme is proposed within 12 weeks of a Moratorium under the Corporate Insolvency and Governance Act 2020, those owed moratorium debts and any pre‑moratorium debts for which the company did not benefit from a payment holiday during the moratorium effectively possess a veto, as the court may not sanction a scheme that makes provision in respect of such creditors without their consent (see Practice Note: Moratorium).

For guidance on the methodology used to determine the correct composition of creditor classes, see Practice Note: Schemes of arrangement and restructuring plans—class issues...

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Web page updated on 21/05/2026

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