Section 42 1982 Act

s 42 Domicile 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 or, as the case may be, the Lugano 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.

s 43 Seat of corporation or association for purposes of Article 16(2) and related provisions.

(1) The following provisions of this section determine where a corporation or association has its seat for the purposes of--

(a) Article 16(2) of 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) rules 4 and 11(b) in Schedule 4 ; and
(c) rules 2(1) and 5(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 .
Seat of company, or other legal person or association for purposes of Article 22(2) (section 43)

10. - (1) The following provisions of this paragraph determine where a company, legal person or association has its seat for the purposes of Article 22(2) (which confers exclusive jurisdiction over proceedings relating to the formation or dissolution of such bodies, or to the decisions of their organs).

(2) A company, legal person 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) Subject to sub-paragraph (4), a company, legal person or association has its seat in a Regulation 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.

(4) A company, legal person or association shall not be regarded as having its seat in a Regulation State other than the United Kingdom if -

(a) it has its seat in the United Kingdom by virtue of sub-paragraph (2)(a); or
(b) it is shown that the courts of that other state would not regard it for the purposes of Article 22(2) as having its seat there.