The distinction between place of effective management (POEM) and
central management and control (CMC) has long been a source of
uncertainty in tax law. Are they interchangeable, or are they
conceptually and functionally distinct? In Haworth v HMRC [2025]
EWCA Civ 822, the English Court of Appeal has provided much-needed
clarity—ironically, in a case that centred around the use of
Mauritius to shift tax residence. The decision confirms not only
that POEM and CMC are different tests, but also that merely
engineering changes in form, without a shift in substantive
control, will not succeed.
The Facts
The case involved a family trust holding shares in a
UK-incorporated company. Shortly before a planned disposal of those
shares, the trustees were changed from Jersey-based to Mauritian
trustees. The intention was to claim the benefit of the
UK–Mauritius Double Tax Treaty (DTT), under which capital
gains realised by a Mauritian resident trust would not be subject
to UK
