Centre of main interests
M&A / Merger ModelThe place where a company conducts the administration of its interests on a regular basis, which determines where its main insolvency proceedings can be opened in the EU.
Also written: COMI
Under the EU Insolvency Regulation, main insolvency proceedings for a company are opened in the member state where its centre of main interests lies. The registered office is presumed to be that place, but the presumption can be rebutted, and it falls away where the office was moved shortly before the request.
What rebuts it is not internal reality but what third parties can observe: where management actually sits, where the finance function operates, where lenders negotiate, where head office correspondence comes from. The test is deliberately built around what is ascertainable by creditors.
Groups do move it, and a shift is real restructuring work rather than a paper exercise. It takes months of genuine relocation, because a move creditors could not have observed is exactly the move a court will disregard.
For English schemes and plans the concept matters differently. Those are not insolvency proceedings and never sat inside the Regulation, so a centre of main interests in England is one way of showing a sufficient connection but is not required. English law governed debt is the more common route.
Worked example
A Luxembourg holding company moves its management, its board meetings and its finance function to Frankfurt, tells its lenders, and changes its correspondence address.
Several months later it opens German proceedings. The same move made a fortnight before filing, with the board still meeting in Luxembourg, would not survive the same scrutiny.