Center-Of-Main-Interests
The Center-Of-Main-Interests (COMI) is a pivotal legal principle used in International-Insolvency-Law to determine the appropriate jurisdiction for a debtor's primary insolvency proceedings. The concept is central to the UNCITRAL-Model-Law-on-Cross-Border-Insolvency, which has been adopted by numerous countries, including the United-States and the United-Kingdom, to facilitate cooperation in Cross-Border-Insolvency cases.
Under the EU-Insolvency-Regulation (Recast), the Center-Of-Main-Interests is defined as the place where the debtor conducts the administration of its interests on a regular basis and which is ascertainable by third parties. While there is a rebuttable presumption that a company's COMI is its registered office, courts will look at various factors to determine the actual site of business operations. These factors include the location of the board of directors, the location of central administration, and the location of the majority of creditors. This rigorous assessment is designed to prevent Forum-Shopping, where a debtor might move their headquarters solely to take advantage of more favorable bankruptcy laws.
In the United-States, Chapter-15-Bankruptcy provides the mechanism for recognizing foreign proceedings based on the COMI of the debtor. If a foreign proceeding is located in the debtor's COMI, it is recognized as a 'foreign main proceeding,' granting it significant legal protections and administrative priority. For detailed legal standards, practitioners often refer to the UNCITRAL official guide and the European Union Regulation 2015/848.
Determining the Center-Of-Main-Interests is often a highly litigated issue in complex Corporate-Restructuring cases, as it dictates which nation's laws will govern the distribution of assets and the discharge of debts.