Companies Act 2006, section 895

Application of this Part

Part 26 Arrangements and reconstructions: general

(1)The provisions of this Part apply where a compromise or arrangement is proposed between a company and—

(a)its creditors, or any class of them, or

(b)its members, or any class of them.

(2)In this Part—

  • “arrangement” includes a reorganisation of the company's share capital by the consolidation of shares of different classes or by the division of shares into shares of different classes, or by both of those methods; and

  • “company”—

    (a)

    in section 900 (powers of court to facilitate reconstruction or amalgamation) means a company within the meaning of this Act, and

    (b)

    elsewhere in this Part means any company liable to be wound up under the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

(3)The provisions of this Part have effect subject to Part 27 (mergers and divisions of public companies) where that Part applies (see sections 902 and 903).

Read section 895 in the full Act → Definitions (3) Cases (76)

Definitions used in section 895

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
share

(1) In the Companies Acts “share”, in relation to a company, means share in the company's share capital.

Defined in s.540(1) · see it in the full Act

Cases considering section 895 (76)

Lehman Brothers International (Europe), Re Insolvency Act 1986

[2009] EWCA Civ 1161 · 6 November 2009Interprets

The court construed the section as confining the scheme jurisdiction to arrangements between a company and persons in their capacity as creditors or members. It therefore excluded proprietary rights in beneficiaries’ own trust property. (see paras [61]-[69]) Section 895(1) applies where a compromise or arrangement is proposed between a company and its creditors or members. The court held that a beneficiary is not a creditor under the provision in respect of property beneficially owned by that beneficiary. (see paras [72]-[80])

SCUR-Alpha 1092 GmbH, Re

[2026] EWHC 1414 (Ch) · 10 June 2026Interprets

Interprets the jurisdictional requirement that the proposal be a compromise or arrangement between a company and its creditors or members. Confirms that a foreign company liable to be wound up as an unregistered company falls within the meaning of company for Part 26 purposes.

Deutsche Glasfaser Group GmbH, Re

[2026] EWHC 1467 (Ch) · 19 May 2026Interprets

Interprets the requirement that the proposal be a compromise or arrangement. At the convening stage, the court need only identify some element of give and take rather than mere surrender or forfeiture; the proposed restructuring satisfied that requirement (see paras [34], [38]).

56 more judgments, and what each says about section 895, are in the case-law panel in the full Act.

Amendments and notes

1 notes from legislation.gov.uk

Modifications

  1. C1311Ss. 895-900 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 45 (as amended: (26.6.2020) by The Limited Liability Partnerships (Amendment etc.) Regulations 2020 (S.I. 2020/643), reg. 1(1), Sch. 3 para. 2(3)(a)(b)(c) (which amending S.I. is revoked (16.2.2021) by S.I. 2021/60, reg. 1(1), 2); and (16.2.2021) by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), reg. 1(1), Sch. 3 para. 2(2)(3) (with reg. 4(2))))