Q&As

Can the Topco resolutions required to effect a section 110 demerger, be passed as written resolutions?

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Published on LexisPSL on 30/07/2018

The following Restructuring & Insolvency Q&A provides comprehensive and up to date legal information covering:

  • Can the Topco resolutions required to effect a section 110 demerger, be passed as written resolutions?

A (Insolvency Act 1986) section 110 arrangement is a statutory mechanism for dividing or de-merging businesses or assets held within or owned by a single legal entity, so that after the transaction they are held by two or more legal entities. The key point about a section 110 arrangement is that it can only apply in cases where a company is proposed to be, or is in the course of being, voluntarily wound up.

The transferor company must therefore be put into members voluntary liquidation. This requires a special resolution of shareholders and will involve the directors swea

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