Companies Act 2006, section 901C

Court order for holding of meeting

PART 26A Arrangements and reconstructions: companies in financial difficulty

(1)The court may, on an application under this subsection, order a meeting of the creditors or class of creditors, or of the members of the company or class of members (as the case may be), to be summoned in such manner as the court directs.

(2)An application under subsection (1) may be made by—

(a)the company,

(b)any creditor or member of the company,

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

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

(3)Every creditor or member of the company whose rights are affected by the compromise or arrangement must be permitted to participate in a meeting ordered to be summoned under subsection (1).

(4)But subsection (3) does not apply in relation to a class of creditors or members of the company if, on an application under this subsection, the court is satisfied that none of the members of that class has a genuine economic interest in the company.

(5)An application under subsection (4) is to be made by the person who made the application under subsection (1) in respect of the compromise or arrangement.

(6)Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).

(7)This section is subject to section 901H (moratorium debts, etc).

Read section 901C in the full Act → Definitions (4) Cases (51)

Definitions used in section 901C

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
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
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

“company”—

(a)

in section 901J (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 or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

Defined in s.901A(4) · 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
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;

Defined in s.901A(4) · see it in the full Act

Cases considering section 901C (51)

Kington S.À.R.L. & Ors v Thames Water Utilities Holdings Limited & Anor

[2025] EWCA Civ 475 · 15 April 2025Interprets

The provision empowers the court to summon creditor or member meetings in the manner it considers appropriate. (see paras [29]–[30]) The provision removes the voting veto of a class having no genuine economic interest. That does not create a rigid rule excluding its treatment from the discretionary assessment of fair allocation. The meaning of economic interest for this purpose was left open. (see paras [131]–[156])

Strategic Value Capital Solutions Master Fund LP & Ors v AGPS BondCo PLC

[2024] EWCA Civ 24 · 23 January 2024Interprets

Excluding economically uninterested classes from voting removes their veto. Provisionally, that procedural power supplies no authority for uncompensated extinction of their rights; the economic assessment rests on probabilistic valuation evidence. (see paras [251]; [275]–[276]) A class may be excluded from voting where none of its members has a genuine economic interest. This removes a potential veto; it does not establish a power to confiscate rights without consideration. (see paras [8]; [251]; [275])

Poundstretcher Limited, Re

[2026] EWHC 1438 (Ch) · 12 June 2026Interprets

The court treated a meeting summoned under section 901C as sufficient for section 901G purposes, even where attendance did not satisfy a more restrictive judicial conception of a meeting. (see paras [96]-[97], [101]-[104])

31 more judgments, and what each says about section 901C, are in the case-law panel in the full Act.

Amendments and notes

3 notes from legislation.gov.uk

Modifications

  1. C1317Ss. 901A-901J applied (with modifications) by S.I. 2009/1804, reg. 45A (as inserted (26.6.2020) by The Limited Liability Partnerships (Amendment etc.) Regulations 2020 (S.I. 2020/643), reg. 1(1), Sch. 3 para. 3 (which amending S.I. is revoked (16.2.2021) by S.I. 2021/60, reg. 1(1), 2))
  2. C1318Ss. 901A-901J applied (with modifications) (16.2.2021) by S.I. 2009/1804, reg. 45A (as inserted by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), reg. 1(1), Sch. 3 para. 3 (with reg. 4(2)))
  3. C1319S. 901C restricted (24.3.2022) by Commercial Rent (Coronavirus) Act 2022 (c. 12), ss. 25(2)(c), 31(4) (with s. 30)