Companies Act 2006, section 901F

Court sanction for compromise or arrangement

PART 26A Arrangements and reconstructions: companies in financial difficulty

(1)If a 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 901C, agree a compromise or arrangement, the court may, on an application under this section, sanction the compromise or arrangement.

(2)Subsection (1) is subject to—

(a)section 901G (sanction for compromise or arrangement where one or more classes dissent), and

(b)section 901H (moratorium debts, etc).

(3)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, the liquidator, or

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

(4)Where the court makes an order under this section in relation to a company that is in administration or is being wound up, the court may by the order—

(a)provide for the appointment of the administrator or liquidator to cease to have effect;

(b)stay or sist all proceedings in the administration or the winding up;

(c)impose any requirements with respect to the conduct of the administration or the winding up which the court thinks appropriate for facilitating the compromise or arrangement.

(5)A compromise or arrangement sanctioned by the court is binding—

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

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

(6)The court’s order has no effect until a copy of it has been—

(a)in the case of an overseas company that is not required to register particulars under section 1046, published in the Gazette, or

(b)in any other case, delivered to the registrar.

Read section 901F in the full Act → Definitions (8) Cases (44)

Definitions used in section 901F

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;

Defined in s.901A(4) · 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” 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
overseas company

In the Companies Acts an “overseas company” means a company incorporated outside the United Kingdom.

Defined in s.1044 · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act
the Gazette

“the Gazette” means—

(a)

as respects companies registered in England and Wales, the London Gazette,

(b)

as respects companies registered in Scotland, the Edinburgh Gazette, and

(c)

as respects companies registered in Northern Ireland, the Belfast Gazette;

Defined in s.1173(1) · 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 901F (44)

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

[2025] EWCA Civ 475 · 15 April 2025Interprets

The provision confers discretion to sanction a compromise or arrangement approved by the prescribed majority. The Act leaves the discretionary approach to judicial development. (see paras [33]; [91]–[98])

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

[2024] EWCA Civ 24 · 23 January 2024Interprets

The permissive sanction power remains discretionary after the cram-down conditions are satisfied. Its exercise must follow legal principles rather than an individualised view of fairness. The challenged sanction order could not stand. (see paras [105]–[107]; [153]; [280]) The 75% value threshold gives enhanced assurance of class approval. Substituting rationality-based deference to a smaller majority within a dissenting class would undermine that threshold. (see paras [9]; [130]–[131]) Delivery of the sanction order to the registrar made the plan effective. Future parties should address postponing delivery where reasons and an application for permission to appeal remain outstanding. (see paras [53]; [98])

Poundstretcher Limited, Re

[2026] EWHC 1438 (Ch) · 12 June 2026

The court applied section 901F as the sanctioning provision, subject to the cross-class cramdown conditions in section 901G. (see paras [100]-[104])

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

Amendments and notes

2 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)))