domiciled and incorporated

Hi all,

I would like to know what is the difference of domiciled and incorporated?

For instance, Company A was incorporated in UK and the main country operation of the business is China. Is it correct if :

incorporated = UK
domiciled = China

Please advise.

Thank you in advance.

ayume said:

Hi all,

I would like to know what is the difference of domiciled and incorporated?

For instance, Company A was incorporated in UK and the main country operation of the business is China. Is it correct if :

incorporated = UK
domiciled = China

Please advise.

Thank you in advance.

Click to expand...

Yes.

These terms are both legal jargon, little used in non-technical language. And they have nothing to do with each another.

Domicile is a legal term related to but distinct from the term residence. Under British common law you are resident in any jurisdiction where you customarily live, and therefore you can have more than one residence at the same time. It is possible (although sometimes not easy) to become a non-resident of a jurisdiction in which you were formerly a resident. A domicile is more like an original or long-held residence and is much more difficult to rid oneself of. The concept of residence is especially relevant in laws taxing income, whereas domicile is a concept mostly used in taxing inheritance.

Incorporated, on the other hand, means formed into a corporation. In law a corporation is an artificial person. Just like a natural person, it can buy, sell and own property, sue and be sued, employ people etc. A corporation is just like a natural person except that it can act only through the medium of its directors and officers, and never dies unless wound up voluntarily by its shareholders, or involuntarily by government fiat.

And domicile does not apply to corporations. Only natural persons have a domicile.

I should add that journalists occasionally abuse these technical terms, but when they do, no clear meaning results.

MikeNewYork said:

Yes.

Click to expand...

Hi Mike,

Thank you for your reply. I have the same opinion as you. I just need clarification since my colleague said country of domiciled is same as country of incorporation. Please allow me to have another opinion from you.

Refer to the sentence below (extracted from one of the company's prospectus) :
"The Company’s registered office is at Walker House, PO Box 72, 28-34 Hill Street, St. Helier, Jersey, JE4 8PN, Channel Islands and its principal place of business is in Malaysia. The Company is domiciled in Jersey. "

Therefore :

Incorporated = Jersey
Domiciled = Malaysia OR Jersey

Please advise.

In law, domicile is the status or attribution of being a permanent resident in a particular jurisdiction. A person can remain domiciled in a jurisdiction even after they have left it, if they have maintained sufficient links with that jurisdiction or have not displayed an intention to leave permanently (i.e., if that person has moved to a different state, but has not yet formed an intention to remain there indefinitely). A corporation’s place of domicile is equivalent to its place of incorporation.



Domicile (law) - Wikipedia, the free encyclopedia

ayume said:

Hi Mike,

Thank you for your reply. I have the same opinion as you. I just need clarification since my colleague said country of domiciled is same as country of incorporation. Please allow me to have another opinion from you.

Refer to the sentence below (extracted from one of the company's prospectus) :
"The Company’s registered office is at Walker House, PO Box 72, 28-34 Hill Street, St. Helier, Jersey, JE4 8PN, Channel Islands and its principal place of business is in Malaysia. The Company is domiciled in Jersey. "

Therefore :

Incorporated = Jersey
Domiciled = Malaysia OR Jersey

Please advise.

Click to expand...

It turns out that my opinion was probably wrong. I based my opinion on several corporations I know that have their headquarters in one state but that were incorporated in a different state because of more favorable corporation laws. However, based on information from Probus and 5jj, it appears that "domiciled" has a specific legal definition. See the article linked at the end of 5jj's reply.

Under Canadian law, at least, corporations are residents of one or more jurisdictions, but do not have a domicile.