20.—(1) In section 43(1)(a) omit “or of the Lugano Convention”.
(2) After section 43 insert—
43A.—(1) The following provisions of this section determine where a company, or other legal person or an association of natural or legal persons, has its seat for the purposes of Article 22(2) of the Lugano Convention (which confers exclusive jurisdiction over proceedings relating to the validity of the constitution, the nullity or the dissolution of such bodies, or to the validity of 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 subsection (4), a company, legal person or association has its seat in a State bound by the Lugano Convention 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 State bound by the Lugano Convention 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 22(2) as having its seat there.”.