Financial Services and Markets Act 2000, section 111

Sanction of the court for business transfer schemes

Part VII Control of Business Transfers

(1)This section sets out the conditions which must be satisfied before the court may make an order under this section sanctioning an insurance business transfer scheme [F882a banking business transfer scheme [F883 , a reclaim fund business transfer scheme or a ring-fencing transfer schemeF883,F882]] .

(2)The court must be satisfied that—

(a)[F884 in the case of an insurance business transfer scheme or a banking business transfer scheme,F884] the appropriate [F885certificate hasF885] been obtained (as to which see Parts I and II of Schedule 12);

[F886 (aa)in the case of a reclaim fund business transfer scheme, the appropriate certificate has been obtained (as to which see Part 2A of that Schedule);F886]

[F887 (ab)in the case of a ring-fencing transfer scheme, the appropriate certificates have been obtained (as to which see Part 2B of that Schedule);F887]

(b)the transferee has the authorisation required (if any) to enable the business, or part, which is to be transferred to be carried on in the place to which it is to be transferred (or will have it before the scheme takes effect).

(3)The court must consider that, in all the circumstances of the case, it is appropriate to sanction the scheme.

Read section 111 in the full Act → Cases (55)

Cases considering section 111 (55)

Prudential Assurance Company Ltd and Rothesay Life Plc, Re

[2020] EWCA Civ 1626 · 2 December 2020Interprets

The subsection empowers the court to make an order sanctioning an insurance business transfer scheme once the statutory conditions are met (see paras [33]; [36]). The required certificates and authorisations had been obtained, so compliance was not in issue (see para [36]). The court must decide whether sanction is appropriate in all the circumstances. The discretion is genuine but must be exercised through relevant, properly weighted considerations, including the context-sensitive assessment of material adverse effects (see paras [75]-[86]; [132]-[134]).

IRB-Brasil Resseguros S.A., Re

[2026] EWHC 2324 (Ch) · 9 September 2026

Applies section 111(1) as the basis for the sanction order after considering the statutory prerequisites, reports and potential adverse effects. (see paras [2]; [44]-[52]) Applies section 111(2)(a) and accepts that the appropriate certificate had been obtained. (see para [45]) Applies section 111(2)(b) and confirms that the transferee had the necessary authorisation to carry on the transferred business. (see para [44]) Applies section 111(3)’s discretionary all-circumstances standard: after identifying the business, scrutinising the reports and finding no material adverse effect, the court considered sanction appropriate. (see paras [30]; [47]-[52])

Mercantile Indemnity Company Limited & Ors, Re

[2025] EWHC 3396 (Ch) · 23 December 2025

The court’s power to sanction the scheme was exercised after identifying and satisfying the statutory conditions in section 111 and considering whether sanction was appropriate in all the circumstances. (see paras [26]-[29], [75]-[83]) The court was satisfied that the appropriate certificate under Schedule 12, confirming the necessary margin of solvency, had been obtained or would be obtained. (see paras [27], [73]-[74]) The court was satisfied that River Thames had the authorisation required to carry on the transferred insurance business. (see paras [27], [72]) The court sanctioned the scheme because, having considered the evidence and reports, it was appropriate to do so in all the circumstances. (see paras [76], [80]-[83], [96]-[98])

35 more judgments, and what each says about section 111, are in the case-law panel in the full Act.

Amendments and notes

8 notes from legislation.gov.uk

Amendments

  1. F882Words in s. 111(1) substituted (12.3.2009) by Dormant Bank and Building Society Accounts Act 2008 (c. 31), ss. 15, 31(1)(2), Sch. 2 para. 4(2); S.I. 2009/490, art. 2 (with art. 3)
  2. F883Words in s. 111(1) substituted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 1 para. 10(2); S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1
  3. F884Words in s. 111(2)(a) inserted (12.3.2009) by Dormant Bank and Building Society Accounts Act 2008 (c. 31), ss. 15, 31(1)(2), Sch. 2 para. 4(3)(a); S.I. 2009/490, art. 2 (with art. 3)
  4. F885Words in s. 111(2)(a) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 33(1) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1) this amendment is subject to savings and/or transitional provisions, see the commentary.
  5. F886S. 111(2)(aa) inserted (12.3.2009) by Dormant Bank and Building Society Accounts Act 2008 (c. 31), ss. 15, 31(1)(2), Sch. 2 para. 4(3)(b); S.I. 2009/490, art. 2 (with art. 3)
  6. F887S. 111(2)(ab) inserted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 1 para. 10(3); S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1

Modifications

  1. C326S. 111 applied (1.12.2001) by S.I. 2001/3626, arts. 1, 3(a)

Commencement

  1. I23S. 111 wholly in force at 1.12.2001; s. 111 not in force at Royal Assent see s. 431(2); s. 111(2) in force for specified purposes at 25.2.2001 by S.I. 2001/516, art. 2(c), Sch. Pt. 3; s. 111 in force in so far as not already in force at 1.12.2001 by S.I. 2001/3538, art. 2(1)