CHAPTER III

OTHER PROVISIONS

Habitual residence
Article 19
1
For the purposes of this Regulation, the habitual residence of companies and other bodies, corporate or unincorporated, shall be the place of central administration.
The habitual residence of a natural person acting in the course of his business activity shall be his principal place of business.
2
Where the contract is concluded in the course of the operations of a branch, agency or any other establishment, or if, under the contract, performance is the responsibility of such a branch, agency or establishment, the place where the branch, agency or any other establishment is located shall be treated as the place of habitual residence.
3
For the purposes of determining the habitual residence, the relevant point in time shall be the time of the conclusion of the contract.

Exclusion of renvoi
Article 20
The application of the law of any country specified by this Regulation means the application of the rules of law in force in that country other than its rules of private international law, unless provided otherwise in this Regulation.

Public policy of the forum
Article 21
The application of a provision of the law of any country specified by this Regulation may be refused only if such application is manifestly incompatible with the public policy (ordre public) of the forum.

States with more than one legal system
Article 22
1
Where a State comprises several territorial units, each of which has its own rules of law in respect of contractual obligations, each territorial unit shall be considered as a country for the purposes of identifying the law applicable under this Regulation.
2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Relationship with other provisions of assimilated law
Article 23
With the exception of Article 7, this Regulation shall not prejudice the application of provisions of assimilated law which, in relation to particular matters, lay down conflict-of-law rules relating to contractual obligations.

Relationship with the Rome Convention
Article 24
1
This Regulation replaces the provision made by section 2 of, and Schedule 1 to, the Contracts (Applicable Law) Act 1990.
2
In so far as this Regulation replaces the provision made by section 2 of, and Schedule 1 to, the Contracts (Applicable Law) Act 1990, any reference to the Rome Convention shall be understood as a reference to this Regulation.

Relationship with existing international conventions
Article 25
1
This Regulation shall not prejudice the application of international conventions to which the United Kingdom was a party at the time when this Regulation was adopted and which lay down conflict-of-law rules relating to contractual obligations.
2
However, this Regulation shall, as between relevant states, take precedence over conventions concluded exclusively between two or more of them in so far as such conventions concern matters governed by this Regulation.

List of Conventions
Article 26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Review clause
Article 27. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application in time
Article 28
1.
Subject to paragraph 2, this Regulation shall apply to contracts concluded on or after IP completion day.
2.
In the case of conflicts between the laws of—
a
different parts of the United Kingdom, or
b
one or more parts of the United Kingdom and Gibraltar,
this Regulation shall apply to contracts concluded on or after 17 December 2009.
Art. 22(2) omitted (31.12.2020) by virtue of The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(8); 2020 c. 1, Sch. 5 para. 1(1)
Words in Art. 23 substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(9); 2020 c. 1, Sch. 5 para. 1(1)
Art. 24(1) substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(10)(a); 2020 c. 1, Sch. 5 para. 1(1)
Words in Art. 24(2) substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(10)(b); 2020 c. 1, Sch. 5 para. 1(1)
Words in Art. 25(1) substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(11)(a)(i); 2020 c. 1, Sch. 5 para. 1(1)
Words in Art. 25(1) substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(11)(a)(ii); 2020 c. 1, Sch. 5 para. 1(1)
Words in Art. 25(2) substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(11)(b); 2020 c. 1, Sch. 5 para. 1(1)
Art. 26 omitted (31.12.2020) by virtue of The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(12); 2020 c. 1, Sch. 5 para. 1(1)
Art. 27 omitted (31.12.2020) by virtue of The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(12); 2020 c. 1, Sch. 5 para. 1(1)
Art. 28 substituted (31.12.2020) by The Law Applicable to Contractual Obligations and Non-Contractual Obligations (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/834), regs. 1, 10(12A) (as inserted by S.I. 2020/1574, regs. 1, 6(12)); 2020 c. 1, Sch. 5 para. 1(1)
Word in Art. 23 substituted (27.2.2025) by The Retained EU Law (Revocation and Reform) Act 2023 (Consequential Amendments) Regulations 2025 (S.I. 2025/82), reg. 1(2), Sch. 4 para. 4(b)