Where Do Firms Incorporate? Deregulation and the Cost of Entry

Where Do Firms Incorporate? Deregulation and the Cost of Entry

Marco Becht, Colin Mayer, Hannes Wagner

Series number :

Serial Number: 

Date posted :

August 01 2007

Last revised :

SSRN Share


  • incorporation • 
  • costs of regulation • 
  • regulatory competition

We study how deregulation of corporate law affects the decision of entrepreneurs of where to incorporate. Recent rulings by the European Court of Justice (ECJ) have enabled entrepreneurs to select their country of incorporation independently of their real seat. We analyze foreign incorporations in the U.K., where incorporations of limited liability companies can be arranged at low cost.

Using data for over 2 million companies from around the world incorporating in the U.K., we find a large increase in cross-country incorporations from E.U. Member States following the ECJ rulings. In line with regulatory cost theories, incorporations are primarily driven by minimum capital requirements and setup costs in home countries. We record widespread use of special incorporation agents to facilitate legal mobility across countries.

Published in

Published in: 
Publication Title: 
Journal of Corporate Finance
Volume 14, No. 3, 241-256, 2008


Real name:
Fellow, Research Member, Board Member
Solvay Brussels School for Economics and Management, Université libre de Bruxelles
Real name:
Fellow, Research Member
Blavatnik School of Government and Saïd Business School, University of Oxford