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United Kingdom
United Kingdom
Key definition
Scheme of Arrangement definition What does Scheme of Arrangement mean? A court‑supervised compromise or arrangement used to restructure a company’s debt, share capital or ownership by binding creditors or members (grouped into classes) to an agreed proposal. In the UK it is a statutory procedure under Part 26 of the Companies Act 2006; in Ireland it is provided for in Part 9, Chapter 1 of the Companies Act 2014. Common uses include debt restructurings, solvent reorganisations and public takeovers. Process: the court orders meetings of each class, reviews class composition, and, if the requisite majorities approve, considers whether to sanction the scheme. At each meeting the threshold is a...
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Transfer schemes under Companies Act 2006, s 900: reconstruction and amalgamation, comparison with s 895 schemes, court powers, shareholder commonality, limitations and key cases
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LexisNexis Restructuring & Insolvency expert
Practice notes
Executive summary
- a reconstruction or amalgamation scheme—commonly termed a transfer scheme (transfer scheme)—constitutes a form of scheme of arrangement pursuant to section 900 of the Companies Act 2006 (CA 2006)
- transfer schemes are not commonly encountered in practice. The limited reported instances of approved transfer schemes concern solvent corporate reorganisations
- the process and formalities mirror, in broad terms, those for a scheme of arrangement under CA 2006, s 895 (section 895 scheme) (see: Schemes of arrangement—overview and Practice Note: The Practice Statement for Part 26 schemes and Part 26A restructuring plans (2025)). That said, when considering whether to sanction a transfer scheme, the court’s powers under CA 2006, s 900 are more extensive than those exercised on a section 895 scheme
- in a transfer scheme, the transferor and transferee companies must share substantially the same shareholder base; consequently, transfer schemes cannot implement takeover offers or debt for equity swaps (see Practice Note: Debt for equity swaps)
- unlike section 895 schemes (see: Schemes of arrangement—overview), transfer schemes are not available in respect of companies...
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Web page updated on 22/05/2026
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