We're often asked to advise on whether a company can be put into administration where the company is incorporated in an offshore jurisdiction, particularly in enforcing against real estate.
This very short judgment, amongst other things, confirms that a Jersey incorporated company had its COMI in England & Wales, and could go into administration here.
Having said that, as is always the case, these judgments are fact specific. The company concerned was the parent company of the Petrofac group. Its shares were listed on the London Stock Exchange and the judge said:
“In this case, I see from Mr Reis e Sousa’s evidence that the company has its headquarters office in the UK. Negotiations and communications with creditors have generally taken place in the UK by which I mean that when physical meetings have taken place to discuss restructuring proposals, those have tended to take place in in London. Senior management of the company, including Mr Reis e Sousa himself, is based in the UK. The company has sent emails to all creditors telling them that with effect from 4 September 2025, all dealings with the company in relation to its debts will take place in the UK. Overall, the evidence shows that the vast majority of work carried out in connection with the restructuring of the company over the past two years has taken place, to the knowledge of creditors, in the UK. These are all powerful indications of a UK COMI.”
Offshore companies can therefore go into administration in the UK, but there needs to be the appropriate factual matrix to support such an application and we would recommend a court application, rather than the "out of court" route.
In regards to Petrofac Limited [2025] EWHC 2887 (Ch).
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