(1)The following provisions of this section determine where a corporation or association has its seat for the purposes of—
(a)Article 16(2) [F1of the 1968 Convention or of the Lugano Convention] (which confers exclusive jurisdiction over proceedings relating to the formation or dissolution of such bodies, or to the decisions of their organs);
(b)Articles 5A and 16(2) in Schedule 4; and
(c)Rules 2(12) and 4(1)(b) in Schedule 8.
(2)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; or
(b)its central management and control is exercised in the United Kingdom.
(3)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)subject to subsection (5), it was incorporated or formed under the law of that part; or
(b)being incorporated or formed under the law of a state other than the United Kingdom, its central management and control is exercised in that part.
(4)A corporation or association has its seat in a particular place in Scotland if and only if it has its seat in Scotland and—
(a)it has its registered office or some other official address in that place; or
(b)it has no registered office or other official address in Scotland, but its central management and control is exercised in that place.
(5)A corporation or association incorporated or formed under—
(a)an enactment forming part of the law of more than one part of the United Kingdom; or
(b)an instrument having effect in the domestic law of more than one part of the United Kingdom,
shall, if it has a registered office, be taken to have its seat in the part of the United Kingdom in which that office is situated, and not in any other part of the United Kingdom.
(6)Subject to subsection (7), a corporation or association has its seat in a Contracting State other than the United Kingdom if and only if—
(a)it was incorporated or formed under the law of that state; 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—
(a)it has its seat in the United Kingdom by virtue of subsection (2)(a); or
(b)it is shown that the courts of that other state would not regard it for the purposes of Article 16(2) as having its seat there.
(8)In this section “official address” has the same meaning as in section 42.
Textual Amendments
F1Words in s. 43(1)(a) inserted (1.5.1992) by Civil Jurisdiction and Judgments Act 1991 (c. 12, SIF 45:3), s. 3, Sch. 2 para.18 (with s. 4); S.I. 1992/745, art. 2