Section 105 Insurance business transfer schemes.C1

United Kingdom

(1)

A scheme is an insurance business transfer scheme if it—

(a)

satisfies F1the condition set out in subsection (2);

(b)

results in the business transferred being carried on from an establishment of the transferee in F2the United Kingdom or Gibraltar; and

(c)

is not an excluded scheme.

F3(2)

The condition is that the whole or part of the business carried on in the United Kingdom by an authorised person who has permission to effect or carry out contracts of insurance (“the transferor concerned”) is to be transferred to another body (“the transferee”).

(3)

A scheme is an excluded scheme for the purposes of this section if it falls within any of the following cases:

Case 1

Where F4the transferor concerned is a friendly society.

F5Case 2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Case 3

Where—

(a)

the transferor concerned is a UK authorised person;

(b)

the business to be transferred under the scheme is carried on in one or more countries or territories F6outside the United Kingdom and does not include policies of insurance F7. . . against risks arising in F8the United Kingdom; and

(c)

the scheme has been approved by a court in a country or territory F9outside the United Kingdom or by the authority responsible for the supervision of that business in a country or territory in which it is carried on.

Case 4

Where F10—

(a)

the business to be transferred under the scheme is the whole of the business of the transferor concerned;

(b)

all the policyholders are controllers of the firm or of firms within the same group as the firm which is the transferee, and,

F11(c)

all of the policyholders who will be affected by the transfer have consented to it.

F12CASE 5

Where—

(a)

the business of the transferor concerned consists solely of the effecting or carrying out of contracts of reinsurance;

(b)

the business to be transferred is the whole or part of that business;

(c)

the scheme does not fall within Case 4;

(d)

all of the policyholders who will be affected by the transfer have consented to it; and

(e)

a certificate has been obtained under paragraph 2 of Schedule 12 in relation to the proposed transfer.

F13Case 6

Where the scheme is effected under Part 7A (unilateral changes to pension schemes).

(4)

The parties to a scheme which falls within Case F14... F153, 4 or 5 may apply to the court for an order sanctioning the scheme as if it were an insurance business transfer scheme.

F16(5)

If the scheme involves a compromise or arrangement falling within Part 27 of the Companies Act 2006 (mergers and divisions of public companies), the provisions of that Part (and F17Part 26 or 26A of that Act, as the case may be) apply accordingly but this does not affect the operation of this Part in relation to the scheme.

(8)

“UK authorised person” means a body which is an authorised person and which—

(a)

is incorporated in the United Kingdom; or

(b)

is an unincorporated association formed under the law of any part of the United Kingdom.

(9)

“Establishment” means, in relation to a person, his head office or a branch of his.

Annotations

Textual amendments

F1: Words in s. 105(1)(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), 32(2)(a) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F2: Words in s. 105(1)(b) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(2)(b) (as amended by S.I. 2019/680, regs. 1(3), 9(2)) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F3: S. 105(2) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(3) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F4: Words in Pt. 7 substituted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 1 para. 2; S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1
F5: Words in s. 105(3) omitted (31.12.2020) by virtue of The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(4)(a) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F6: Words in s. 105(3) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(4)(b)(i) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F7: Words in s. 105(3) Case 3(b) omitted (10.12.2007) by virtue of The Reinsurance Directive Regulations 2007 (S.I. 2007/3253), reg. 2(1), Sch. 1 para. 2(1)(c)
F8: Words in s. 105(3) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(4)(b)(ii) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F9: Words in s. 105(3) substituted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(4)(b)(iii) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F10: Words in s. 105(3) Case 4 substituted (10.12.2007) by The Reinsurance Directive Regulations 2007 (S.I. 2007/3253), reg. 2(1), Sch. 1 para. 2(1)(d)(i)
F11: Words in s. 105(3) Case 4 substituted (10.12.2007) by The Reinsurance Directive Regulations 2007 (S.I. 2007/3253), reg. 2(1), Sch. 1 para. 2(1)(d)(ii)
F12: S. 105(3) Case 5 inserted (10.12.2007) by The Reinsurance Directive Regulations 2007 (S.I. 2007/3253), reg. 2(1), Sch. 1 para. 2(1)(e)
F13: S. 105(3) Case 6 inserted (29.4.2026 for specified purposes) by Pension Schemes Act 2026 (c. 22), ss. 49(3), 133(1)(4)(e)
F14: Word in s. 105(4) omitted (31.12.2020) by virtue of The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 32(5) (with transitional provisions in S.I. 2019/710, regs. 1(4), 36, Sch. para. 3); 2020 c. 1, Sch. 5 para. 1(1)
F15: Words in s. 105(4) substituted (10.12.2007) by The Reinsurance Directive Regulations 2007 (S.I. 2007/3253), reg. 2(1), Sch. 1 para. 2(1)(f)
F16: S. 105(5) substituted (6.4.2008) for s. 105(5)-(7) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1), Sch. 1 para. 211(1) (with arts. 6, 11, 12)
F17: Words in s. 105(5) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 18 (with ss. 2(2), 5(2))

Modifications

C1: S. 105 modified (31.12.2020) by The Financial Services (Miscellaneous) (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/710), reg. 1(3), Sch. para. 4, 5, 6(2); 2020 c. 1, Sch. 5 para. 1(1)

Notes on Part VII

Modifications

C1: Pt. 7: power to amend conferred (1.9.2023) by Financial Services Act 2021 (c. 22), ss. 22(8)(a), 49(5); S.I. 2023/934, reg. 2(c)