Companies Act 2006, section 899

Court sanction for compromise or arrangement

Part 26 Arrangements and reconstructions: general

(1)If a majority in number representing 75% in value of the creditors or class of creditors or members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 896, agree a compromise or arrangement, the court may, on an application under this section, sanction the compromise or arrangement.

[F1151 (1A)Subsection (1) is subject to section 899A (moratorium debts, etc).F1151]

(2)An application under this section may be made by—

(a)the company,

(b)any creditor or member of the company,

(c)if the company is being wound up or an administration order is in force in relation it, the liquidator or administrator.

[F1152 (c)if the company is being wound up, the liquidator, or

(d)if the company is in administration, the administrator.F1152]

(3)A compromise or [F1153arrangementF1153] sanctioned by the court is binding on—

(a)all creditors or the class of creditors or on the members or class of members (as the case may be), and

(b)the company or, in the case of a company in the course of being wound up, the liquidator and contributories of the company.

(4)The court's order has no effect until a copy of it has been delivered to the registrar.

F1154(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Read section 899 in the full Act → Definitions (5) Cases (68)

Definitions used in section 899

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
arrangement

“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

Defined in s.895(2) · see it in the full Act
the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · see it in the full Act
company

“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)).

Defined in s.895(2) · see it in the full Act

“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
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act

Cases considering section 899 (68)

Deutsche Glasfaser Group GmbH, Re

[2026] EWHC 1563 (Ch) · 24 June 2026

The court applies section 899 as the statutory basis for sanctioning the creditor scheme. Jurisdiction exists because the relevant Senior Facilities are governed by English law, providing a sufficient connection with England and Wales. (see para [17])

Diversified Energy Company Plc, Re

[2025] EWHC 3081 (Ch) · 21 November 2025

The court applied section 899 in sanctioning the approved scheme after finding that the statutory criteria and relevant judicial requirements were satisfied. (see paras [1], [13], [21]-[25])

Sprint Bidco BV, Re

[2025] EWHC 366 (Ch) · 23 January 2025

The court applied the statutory requirement that a majority in number representing 75% in value of creditors present and voting may approve a compromise or arrangement, and that the court may sanction it. The requisite majorities were obtained, so the statutory threshold was satisfied. (see paras [2]; [7]; [11])

48 more judgments, and what each says about section 899, are in the case-law panel in the full Act.

Amendments and notes

7 notes from legislation.gov.uk

Amendments

  1. F1151S. 899(1A) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 35(4)(a) (with ss. 2(2), 5(2))
  2. F1152S. 899(2)(c)(d) substituted (6.4.2008) for s. 899(2)(c) and preceding word by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 3(1), Sch. 1 para. 250(2) (with arts. 6, 11, 12)
  3. F1153Word in s. 899(3) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 28(3)
  4. F1154S. 899(5) omitted (26.6.2020) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 35(4)(b) (with ss. 2(2), 5(2))

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))))
  2. C1313S. 899 applied (with modifications) (N.I) (14.11.2008)The Insolvency (Company Arrangement or Administration Provisions for an Industrial and Provident Society) Order (Northern Ireland) 2008 (S.R. 2008/445), art. 2
  3. C1314S. 899 applied (with modifications) (23.11.2009) by The Scottish and Northern Ireland Banknote Regulations 2009 (S.I. 2009/3056), reg. 29, Sch. 1 para. 3