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Centre of main interests (COMI) meaning
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What does Centre of main interests (COMI) mean?
The centre of main interests (COMI) is the place where a debtor’s affairs are administered on a regular basis in a way that is apparent to creditors; it determines where main insolvency proceedings can be opened and whether foreign proceedings are “main” on recognition.
In the EU, including Ireland, COMI is defined in Article 3(1) of the recast Insolvency Regulation (Regulation (EU) 2015/848). It presumes a company’s COMI is its registered office, an individual trader’s is their principal place of business, and a consumer’s is their habitual residence, subject to rebuttal by objective, third‑party‑ascertainable factors. Presumptions may not apply after recent relocations (typically three months for companies and professionals, six months for consumers). Key indicators include where head‑office functions are carried out, management decisions are taken, bank accounts are held, and creditors expect to deal with the debtor.
In England & Wales, Scotland and Northern Ireland, the recast regulation no longer applies to new UK proceedings. However, COMI remains central under the Cross‑Border Insolvency Regulations implementing the UNCITRAL Model Law, which use COMI to determine recognition of foreign main proceedings and contain a registered‑office presumption. UK courts apply a fact‑sensitive, creditor‑facing test consistent with EU case law, and scrutinise COMI shifts to...
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View the related Practice Notes about Centre of main interests (COMI)
PRACTICE NOTES
Scottish Court of Session sanctions Dobbies Part 26A plan: cross-class cram down of six dissenting creditor classes, business rates compromise, parent guarantee releases, £23m new money
Dobbies Garden Centres Limited sought a Part 26A restructuring plan at a convening hearing in October 2024 and a sanction hearing in December 2024 before the Scottish Outer House, Court of Session. The key headline points are set out below (capitalised terms not defined here have the meanings given in the sanction judgment). This Deal Debrief forms part of our Restructuring plans collection. For an in‑depth analysis of key metrics from RPs filed in England & Wales in 2023, together with commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Dobbies Garden Centres Limited (the Company) Industry sector Garden centres Place of debtor’s incorporation and jurisdictional factors The Company was incorporated in Scotland and its centre of main interests (COMI) was in Scotland. Legal counsel involved The Company: Almira Delibegovic-Broome KC and Elisabeth Roxburgh (instructed by Burness Paull LLP and Macfarlanes LLP) Timeline...
21 May
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PRACTICE NOTES
Individuals’ centre of main interests (COMI) post‑Brexit: UK definition, English case law, effects, COMI proceedings and saving provisions under the Assimilated Recast Insolvency Regulation
Different definitions of COMI The expression 'centre of main interests' (COMI) is common in cross-border restructuring and, across the regimes below, (i) is defined in slightly different ways and (ii) results in different consequences: Regulation (EU) 2015/848 (OJ L141 5.6.2015 p 19), the Recast Regulation on Insolvency (EU Recast Regulation on Insolvency) operating between Member States (see Practice Note: Recast Regulation on Insolvency as between Member States-main, secondary and territorial proceedings) (and as it used to apply to the UK pre-Brexit), where COMI determines which courts may commence 'main proceedings'. The Assimilated Regulation (EU) 2015/848 (Assimilated Recast Regulation on Insolvency) (previously called the Retained Recast Regulation on Insolvency) as it applies to the UK post-Brexit, where COMI identifies which courts can commence 'COMI proceedings' (see further discussion of effects below). The UNCITRAL Model Law on cross-border insolvency (see Practice Note: How courts determine COMI under the UNCITRAL Model Law (and when an Establishment is enough)), where COMI is useful in cross-border recognition matters to...
27 May
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PRACTICE NOTES
English High Court sanction of CB&I UK Part 26A restructuring plan: cross-class cram down over Reficar, valuation disputes, relevant alternative, and coordination with Dutch WHOA
Part 26A restructuring plan deal debrief—CB&I UK Ltd CB&I UK Ltd advanced a Part 26A restructuring plan (RP), with the convening hearing in September 2023 and the sanction hearing in February 2024. The principal points are set out below; capitalised terms not defined here take the meanings used in the convening and sanction judgments. This Deal Debrief forms part of our Restructuring plans collection. For detailed metrics from 2023 RPs and commentary from leading figures in restructuring, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company: CB&I UK Ltd (the Company), within a group ultimately owned by Bermudan company McDermott International Limited. Industry sector: Construction/engineering. Place of debtor’s incorporation and jurisdictional factors: England & Wales, with its centre of main interests (COMI) in the UK. The Company entered into a deed of contribution in favour of the borrower...
21 May
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