Where Do Firms Incorporate? Deregulation and the Cost of Entry

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.