Civil Jurisdiction and Judgments Act 1982

42 Domicile and seat of corporation or association. U.K.

(1) For the purposes of this Act the seat of a corporation or association (as determined by this section) shall be treated as its domicile.

(2) The following provisions of this section determine where a corporation or association has its seat—

(a) for the purpose of Article 53 (which for the purposes of the 1968 Convention F1 . . . equates the domicile of such a body with its seat); and

(b) for the purposes of this Act other than the provisions mentioned in section 43(1)(b) and (c).

(3) A corporation or association has its seat in the United Kingdom if and only if—

(a) it was incorporated or formed under the law of a part of the United Kingdom and has its registered office or some other official address in the United Kingdom; or

(b) its central management and control is exercised in the United Kingdom.

(4) A corporation or association has its seat in a particular part of the United Kingdom if and only if it has its seat in the United Kingdom and—

(a) it has its registered office or some other official address in that part; or

(b) its central management and control is exercised in that part; or

(c) it has a place of business in that part.

(5) A corporation or association has its seat in a particular place in the United Kingdom if and only if it has its seat in the part of the United Kingdom in which that place is situated and—

(a) it has its registered office or some other official address in that place; or

(b) its central management and control is exercised in that place; or

(c) it has a place of business in that place.

(6) Subject to subsection (7), a corporation or association has its seat in a state other than the United Kingdom if and only if—

(a) it was incorporated or formed under the law of that state and has its registered office or some other official address there; or

(b) its central management and control is exercised in that state.

(7) A corporation or association shall not be regarded as having its seat in a Contracting State other than the United Kingdom if it is shown that the courts of that state would not regard it as having its seat there.

(8) In this section—

• “business” includes any activity carried on by a corporation or association, and “place of business” shall be construed accordingly;

• “official address”, in relation to a corporation or association, means an address which it is required by law to register, notify or maintain for the purpose of receiving notices or other communications.

Textual Amendments

F1 Words in s. 42(2)(a) omitted (1.1.2010) by virtue of The Civil Jurisdiction and Judgments Regulations 2009 (S.I. 2009/3131), reg. 19 (with reg. 48)

Modifications etc. (not altering text)

C1 S. 42 applied (S.) (10.6.2002) by S.S.I. 2002/132, art. 2, Sch. 1 Ch. 7 Rule 7.3(3)(a) (with art. 3)

S. 42 applied (S.) (10.6.2002) by S.S.I. 2002/133, art. 2, Sch. 1 Ch. 8 Rule 8.3(3)(a)