Short answer
Under , the courts of the participating Member State where the debtor’s centre of main interests—usually called COMI—is situated have jurisdiction to open main insolvency proceedings. COMI is where the debtor regularly administers its interests in a way ascertainable by third parties, especially creditors.
For a company or legal person, the registered office is presumed to be COMI unless proved otherwise, but the presumption disappears if that office moved to another Member State during the three months before the opening request. The real inquiry then looks at objective, publicly ascertainable facts: where management and supervision occur, decisions are taken, business is conducted and creditors understand the debtor to be administered. Parent-company control, assets or contracts elsewhere are not necessarily enough.
The opening court must examine international jurisdiction on its own initiative and state its grounds. The debtor or any creditor may challenge the opening decision for lack of international jurisdiction. A post-filing COMI move normally does not shift the case: the first court retains exclusive jurisdiction until it decides and, if appropriate, declines jurisdiction. Other Member States may open only territorial or secondary proceedings where the debtor has an establishment, with effects generally limited to local assets.
The main-proceedings rule is based on COMI
Article 3(1) of the Insolvency Regulation provides:
“The courts of the Member State within the territory of which the centre of the debtor's main interests is situated shall have jurisdiction to open insolvency proceedings (‘main insolvency proceedings’).” —
The same article defines COMI as the place where the debtor conducts the administration of its interests regularly and which third parties can ascertain. The concept allocates jurisdiction; it is not simply the place of incorporation, largest asset, highest debt, principal creditor or insolvency event.
The Regulation applies to the collective proceedings listed for each Member State in Annex A and generally to proceedings opened from 26 June 2017. Denmark does not participate. A case involving a non-participating or non-EU state requires a separate jurisdiction analysis rather than automatic use of Article 3.
Once main proceedings open, the judgment is recognised in other participating Member States without further formalities. The law of the opening state generally governs the proceedings and their effects, subject to the Regulation’s exceptions. That makes a predictable COMI particularly important.
What is presumed for companies and individuals?
For a company or legal person, COMI is presumed to be at the registered office. The presumption applies only if the office was not moved to another Member State within the three months before the request. A recent move does not automatically establish the old location as COMI; it removes the shortcut, so the court must determine COMI from the substantive evidence.
For an individual carrying on an independent business or profession, the presumed COMI is the principal place of business, subject to the same three-month look-back. For any other individual, it is habitual residence, provided that residence was not moved during the preceding six months.
Case C-501/23 clarified that “principal place of business” is not the same as an “establishment” under Article 2(10). The business-place presumption can apply even where the individual's activity needs no employees or assets. The court must still identify the actual principal place of that activity and allow contrary proof.
These are rebuttable presumptions, not irrebuttable jurisdiction rules. In , the Court held that an ordinary individual’s habitual-residence presumption was not displaced solely because the person’s only immovable property was in another Member State. All objective factors connected with the financial and economic situation had to be assessed together.
How is a company’s actual COMI established?
The Court of Justice’s judgment in , interpreted the materially equivalent rule in the earlier Insolvency Regulation. Its test remains reflected in Regulation 2015/848:
“the centre of main interests must be identified by reference to criteria that are both objective and ascertainable by third parties.” —
Relevant evidence can include:
- where directors and senior management regularly make and implement decisions;
- where central administration, accounting, treasury and supervision operate;
- addresses and governing information used in contracts, invoices, websites, registers and creditor communications;
- where the debtor conducts its principal operations, employs staff and maintains banking relationships; and
- where significant assets and commercial contracts are located.
No single factor controls. Evidence known only to insiders has less weight because third-party ascertainability protects creditor foreseeability.
For a subsidiary, the analysis remains entity-specific. Eurofood held that a parent’s ability to control economic choices in another Member State was not enough where the subsidiary conducted business at its registered office. The presumption may be rebutted for a letterbox company or where objective facts show that the actual centre of management, supervision and interest administration is elsewhere.
, added that assets and contracts in another Member State are relevant but not sufficient by themselves. A comprehensive assessment must show, in a way ascertainable by third parties, that the actual management and supervision centre is in that other state.
Which date controls, and what if COMI moves?
COMI is assessed when the request to open proceedings is lodged. A genuine move completed before filing can therefore matter, subject to the three- or six-month rules that remove the relevant presumption and guard against abusive forum shopping.
A move after filing is different. In , interpreting the current Regulation, the Court held:
“the court of a Member State with which a request to open main insolvency proceedings has been lodged retains exclusive jurisdiction to open such proceedings where the centre of the debtor’s main interests is moved to another Member State after that request has been lodged, but before that court has delivered a decision on it.” —
Consequently, a second court later seised for the same purpose cannot normally declare itself competent until the first court decides and declines jurisdiction. This prevents a debtor from defeating the first filing by moving COMI during the decision period. The judgment developed the earlier rule under the former Regulation.
How is jurisdiction challenged?
Article 4 requires the opening court to examine Article 3 jurisdiction of its own motion. Its opening judgment must explain whether jurisdiction rests on COMI for main proceedings or an establishment for territorial proceedings. A court should not merely repeat a registered-office address when credible evidence points elsewhere.
Article 5 creates a direct review route:
“The debtor or any creditor may challenge before a court the decision opening main insolvency proceedings on grounds of international jurisdiction.” —
National procedural law determines the forum, deadline and mechanics of that challenge. Other parties or other grounds are available only where national law provides. A challenger should present objective evidence addressing the filing-date reality and what creditors could ascertain, rather than rely on group ownership or a convenient address alone.
The challenge ordinarily belongs in the Member State that opened the proceedings. Because Article 19 requires recognition, another Member State’s court does not generally conduct a fresh merits review of the opening court’s COMI conclusion before recognising the judgment. The Regulation preserves a narrow public-policy exception, but that is not a routine substitute for Article 5 review.
Main proceedings are different from secondary proceedings
Only one set of main proceedings should exist for a debtor within the Regulation’s system. If the debtor has an “establishment”—a non-temporary place of operations with human means and assets—in another Member State, that state may open territorial proceedings. After main proceedings exist, they are secondary proceedings, and their effects are generally restricted to assets situated there.
A local subsidiary is not merely an establishment of its parent if it is a separate debtor. Each company’s COMI and proceedings must be assessed separately. Likewise, the presence of a warehouse, property or bank account is not automatically an establishment; the operational definition must be met.
Evidence to assemble before filing or challenging
A useful COMI record fixes the relevant date and collects board minutes, decision authorities, filings, principal contracts, accounting and treasury locations, employee structure, creditor notices, bank mandates and relocation evidence. It should explain what changed and how creditors could see the change.
The analysis should then test: which presumption applies; whether the look-back disables it; whether facts rebut it; whether another filing already exists; and whether another state has only an establishment rather than COMI. That sequence keeps a dispute focused on the Regulation’s jurisdiction criteria rather than the parties’ preferred insolvency law.
Conclusion
The courts at the debtor’s filing-date COMI may open main insolvency proceedings. Registered office, principal place of business and habitual residence provide starting presumptions, but objective and third-party-ascertainable reality controls. Courts must examine jurisdiction and give reasons; debtors and creditors may challenge it in the opening state. Recent pre-filing moves remove presumptions, while post-filing moves ordinarily leave the first court exclusively seised. Other Member States are limited to establishment-based territorial or secondary proceedings.
Sources
This article provides general legal information, not advice for a specific matter. Laws, facts and procedural deadlines may change the result. Follow the linked primary sources and obtain local advice before acting.