PART VSupplementary and General Provisions
Domicile
42Domicile and seat of corporation or association
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 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.