Insolvency Act 1986 s.182 – Powers of court (leaseholds)

(1)The court shall not make an order under section 181 vesting property of a leasehold nature in any person claiming under the company as underlessee or mortgagee except on terms making that person—

(a)subject to the same liabilities and obligations as the company was subject to under the lease at the commencement of the winding up, or

(b)if the court thinks fit, subject to the same liabilities and obligations as that person would be subject to if the lease had been assigned to him at the commencement of the winding up.

(2)For the purposes of an order under section 181 relating to only part of any property comprised in a lease, the requirements of subsection (1) apply as if the lease comprised only the property to which the order relates.

(3)Where subsection (1) applies and no person claiming under the company as underlessee or mortgagee is willing to accept an order under section 181 on the terms required by virtue of that subsection, the court may, by order under that section, vest the company’s estate or interest in the property in any person who is liable (whether personally or in a representative capacity, and whether alone or jointly with the company) to perform the lessee’s covenants in the lease.

The court may vest that estate and interest in such a person freed and discharged from all estates, incumbrances and interests created by the company.

(4)Where subsection (1) applies and a person claiming under the company as underlessee or mortgagee declines to accept an order under section 181, that person is excluded from all interest in the property.

Definitions used in section 182 1

the company: 2 Section 233B does not apply in relation to a contract for the supply of goods or services to a company (“the company”) where any of paragraphs 3 to 11 applies.
Defined in Sch.4ZZA para.2 · see it in the full Act

Cases considering section 182 3

Green Parks (Holdings) Limited, Re

[2026] EWHC 1868 (Ch) · 25 June 2026Interprets

The court construes the vesting-order jurisdiction as subject to the statutory constraints on preserving liabilities and rejects a free-standing reassessment of rent on grounds of fairness (see paras [57]–[59], [64], [67], [72]–[74]). Section 182(1) fixes the liabilities and obligations by reference to those binding the company at commencement of winding up, treating the lease as comprising only the vested property (see paras [64], [72]). The court applies section 182(1)(a) to require the vesting recipient to assume the company’s lease liabilities as if the lease covered only the property vested; where vesting is partial, the rent must be apportioned, not reassessed (see paras [67], [72]–[73]).

Shaw v Doleman

[2009] EWCA Civ 279 · 1 April 2009

The court noted that the provision contemplates a person remaining liable to perform tenant covenants after disclaimer and being eligible for a vesting order. It supported the adopted construction of section 178(4). (see para [26])

1 more judgment, and what each says about section 182, are in the case-law panel in the full Act.

Amendments and notes

4 notes from legislation.gov.uk

Modifications

C551S. 182 applied (with modifications) (17.2.2009 for certain purposes, otherwise 21.2.2009) by Banking Act 2009 (c. 1), ss. 103, 263(1)(2) (with s. 247); S.I. 2009/296, arts. 2, 3, Sch. para. 2
C552S. 182 applied (with modifications) (17.2.2009 for certain purposes, otherwise 21.2.2009) by Banking Act 2009 (c. 1), ss. 145, 263(1)(2) (with s. 247); S.I. 2009/296, arts. 2, 3, Sch. para. 3
C553S. 182 applied (with modifications) (6.6.2013) by The Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (S.I. 2013/1388), Pt. 3 reg. 1, Sch. 2 paras. 3, 5 Table (with reg. 24)
C554S. 182 applied (with modifications) (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), regs. 2, 37 (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4, 11)