The European Economic Interest Grouping Regulations 1989

1. Introductory Text

2. PART I GENERAL

   1. 1. Citation, commencement and extent

   2. 2. Interpretation

3. PART II PROVISIONS RELATING TO ARTICLES 1–38OF THE EC REGULATION

   1. 3. Legal personality (Article 1(3) of the EC Regulation)

   2. 4. Transfer of official address (Article 14 of the EC Regulation)

   3. 5. Managers (Article 19(2) of the EC Regulation)

   4. 6. Cessation of membership (Article 28(1) of the EC Regulation)

   5. 7. Competent authority (Articles 32(1) and (3) and 38 of the EC Regulation)

   6. 8. Winding up and conclusion of liquidation (Articles 35 and 36 of the EC Regulation)

4. PART III REGISTRATION ETC (ARTICLE 39 OF THE EC REGULATION)

   1. 9. Registration of EEIG whose official address is in Great Britain

   2. 10. Prohibition on registration of certain names

   3. 11. Change of name

   4. 12. Registration of establishment of EEIG whose official address is outside the United Kingdom

   5. 13. Filing of documents

   6. 14. Inspection of documents

   7. 15. Publication of documents in the Gazette and Official Journal of the Communities

   8. 16. EEIG identification

5. PART IV SUPPLEMENTAL PROVISIONS

   1. 17. Application of the Business Names Act 1985

   2. 18. Application of the Companies Act 1985

   3. 19. Application of Insolvency Act 1986

   4. 20. Application of the Company Directors Disqualification Act 1986

   5. 21. Penalties

6. Signature

7. 1. SCHEDULE 1

      COUNCIL REGULATION (EEC) No. 2137/85 OF 25th JULY 1985 on the European Economic Interest Grouping (EEIG)

      1. THE COUNCIL OF THE EUROPEAN COMMUNITIES

         1. Having regard to the Treaty establishing the European Economic Community,...

         2. Having regard to the proposal from the Commission, Having regard...

         3. Having regard to the opinion of the Economic and Social...

         4. Whereas a harmonious development of economic activities and a continuous...

         5. Whereas co-operation of this nature can encounter legal, fiscal or...

         6. Whereas the Treaty does not provide the necessary powers for...

         7. Whereas a grouping’s ability to adapt to economic conditions must...

         8. Whereas a grouping differs from a firm or company principally...

         9. Whereas access to grouping form must be made as widely...

         10. Whereas this Regulation does not itself confer on any person...

         11. Whereas the power provided by this Regulation to prohibit or...

         12. Whereas, to enable a grouping to achieve its purpose, it...

         13. Whereas the protection of third parties requires widespread publicity; whereas...

         14. Whereas matters relating to the status or capacity of natural...

         15. Whereas the grounds for winding up which are peculiar to...

         16. Whereas groupings are subject to national laws relating to insolvency...

         17. Whereas this Regulation provides that the profits or losses resulting...

         18. Whereas in matters not covered by this Regulation the laws...

         19. Whereas the activities of groupings are subject to the provisions...

         20. Whereas the Member States are free to apply or to...

         21. Whereas this Regulation must enter into force immediately in its...

      2. HAS ADOPTED THIS REGULATION:

         1. Article 1

            1. 1. European Economic Interest Groupings shall be formed upon the terms,...

            2. 2. A grouping so formed shall, from the date of its...

            3. 3. The Member States shall determine whether or not groupings registered...

         2. Article 2

            1. 1. Subject to the provisions of this Regulation, the law applicable,...

            2. 2. Where a State comprises several territorial units, each of which...

         3. Article 3

            1. 1. The purpose of a grouping shall be to facilitate or...

            2. 2. Consequently, a grouping may not: (a) exercise, directly or indirectly,...

         4. Article 4

            1. 1. Only the following may be members of a grouping:

            2. 2. A grouping must comprise at least: (a) two companies, firms...

            3. 3. A Member State may provide that groupings registered at its...

            4. 4. Any Member State may, on grounds of that State’s public...

         5. Article 5

            1. A contract for the formation of a grouping shall include...

         6. Article 6

            1. A grouping shall be registered in the State in which...

         7. Article 7

            1. A contract for the formation of a grouping shall be...

            2. The following documents and particulars must also be filed at...

         8. Article 8

            1. The following must be published, as laid down in Article...

            2. The particulars referred to in (a) and (b) must be...

         9. Article 9

            1. 1. The documents and particulars which must be published pursuant to...

            2. 2. If activities have been carried on on behalf of a...

         10. Article 10

             1. Any grouping establishment situated in a Member State other than...

         11. Article 11

             1. Notice that a grouping has been formed or that the...

         12. Article 12

             1. The official address referred to in the contract for the...

             2. The official address must be fixed either:

         13. Article 13

             1. The official address of a grouping may be transferred within...

             2. When such a transfer does not result in a change...

         14. Article 14

             1. 1. When the transfer of the official address results in a...

             2. 2. The termination of a grouping’s registration at the registry for...

             3. 3. Upon publication of a grouping’s new registration the new official...

             4. 4. The laws of a Member State may provide that, as...

         15. Article 15

             1. 1. Where the law applicable to a grouping by virtue of...

             2. 2. The nullity of a grouping shall entail its liquidation in...

             3. 3. A decision establishing or declaring the nullity of a grouping...

         16. Article 16

             1. 1. The organs of a grouping shall be the members acting...

             2. 2. The members of a grouping, acting as a body, may...

         17. Article 17

             1. 1. Each member shall have one vote. The contract for the...

             2. 2. A unanimous decision by the members shall be required to:...

             3. 3. Except where this Regulation provides that decisions must be taken...

             4. 4. On the initiative of a manager or at the request...

         18. Article 18

             1. Each member shall be entitled to obtain information from the...

         19. Article 19

             1. 1. A grouping shall be managed by one or more natural...

             2. 2. A Member State may, in the case of groupings registered...

             3. 3. The contract for the formation of a grouping or, failing...

         20. Article 20

             1. 1. Only the manager or, where there are two or more,...

             2. 2. The contract for the formation of the grouping may provide...

         21. Article 21

             1. 1. The profits resulting from a grouping’s activities shall be deemed...

             2. 2. The members of a grouping shall contribute to the payment...

         22. Article 22

             1. 1. Any member of a grouping may assign his participation in...

             2. 2. A member of a grouping may use his participation in...

         23. Article 23

             1. No grouping may invite investment by the public.

         24. Article 24

             1. 1. The members of a grouping shall have unlimited joint and...

             2. 2. Creditors may not proceed against a member for payment in...

         25. Article 25

             1. Letters, order forms and similar documents must indicate legibly:

             2. Every establishment of a grouping, when registered in accordance with...

         26. Article 26

             1. 1. A decision to admit new members shall be taken unanimously...

             2. 2. Every new member shall be liable, in accordance with the...

         27. Article 27

             1. 1. A member of a grouping may withdraw in accordance with...

             2. 2. Any member of a grouping may be expelled for the...

         28. Article 28

             1. 1. A member of a grouping shall cease to belong to...

             2. 2. In the event of the death of a natural person...

         29. Article 29

             1. As soon as a member ceases to belong to a...

         30. Article 30

             1. Except where the contract for the formation of a grouping...

         31. Article 31

             1. 1. A grouping may be wound up by a decision of...

             2. 2. A grouping must be wound up by a decision of...

             3. 3. A grouping must also be wound up by a decision...

             4. 4. After a grouping has been wound up by decision of...

         32. Article 32

             1. 1. On application by any person concerned or by a competent...

             2. 2. On application by a member, the court may order a...

             3. 3. A Member State may provide that the court may, on...

         33. Article 33

             1. When a member ceases to belong to a grouping for...

             2. The value of the rights and obligations of a departing...

         34. Article 34

             1. Without prejudice to Article 37(1), any member who ceases to...

         35. Article 35

             1. 1. The winding up of a grouping shall entail its liquidation....

             2. 2. The liquidation of a grouping and the conclusion of its...

             3. 3. A grouping shall retain its capacity, within the meaning of...

             4. 4. The liquidator or liquidators shall take the steps required as...

         36. Article 36

             1. Groupings shall be subject to national laws governing insolvency and...

         37. Article 37

             1. 1. A period of limitation of five years after the publication,...

             2. 2. A period of limitation of five years after the publication,...

         38. Article 38

             1. Where a grouping carries on any activity in a Member...

         39. Article 39

             1. 1. The Member States shall designate the registry or registries responsible...

             2. 2. The member states shall ensure that the information to be...

             3. 3. The Member States shall provide for appropriate penalties in the...

         40. Article 40

             1. The profits or losses resulting from the activities of a...

         41. Article 41

             1. 1. The Member States shall take the measures required by virtue...

             2. 2. For information purposes, the Member States shall inform the Commission...

         42. Article 42

             1. 1. Upon the adoption of this Regulation, a Contact Committee shall...

             2. 2. The Contact Committee shall be composed of representatives of the...

             3. 3. The Contact Committee shall be convened by its chairman either...

         43. Article 43

             1. This Regulation shall enter into force on the third day...

             2. It shall apply from 1 July 1989, with the exception...

   2. SCHEDULE 2

      FORMS RELATING TO EEIGS

   3. SCHEDULE 3

      AUTHORISED EQUIVALENTS IN OTHER COMMUNITY OFFICIAL LANGUAGES OF “EUROPEAN ECONOMIC INTEREST GROUPING” AND “EEIG”

      1. DANISH:

      2. DUTCH:

      3. FRENCH:

      4. GERMAN:

      5. GREEK:

      6. IRISH:

      7. ITALIAN:

      8. PORTUGUESE:

      9. SPANISH:

   4. SCHEDULE 4

      PROVISIONS OF COMPANIES ACT 1985 APPLYING TO EEIGS AND THEIR ESTABLISHMENTS

      1. 1. section 26(1)(c) to (e), (2) and (3).

      2. 2. section 28(2) to (5) and (7) so far as it...

      3. 3. section 29(1)(a).

      4. 4. Part XII for the purpose of the creation and registration...

      5. 5. section 432(1) and (2).

      6. 6. section 434 so far as it refers to inspectors appointed...

      7. 7. section 436 so far as it refers to inspectors appointed...

      8. 8. sections 437 to 439.

      9. 9. section 441 so far as it applies to inspectors appointed...

      10. 10. section 447, as if paragraph (1)(d) referred to any EEIG...

      11. 11. sections 448 to 452.

      12. 12. section 458.

      13. 13. Part XVIII relating to floating charges and receivers (Scotland).

      14. 14. section 694 as if it referred to—

      15. 15. section 697(2) as if it referred to an EEIG whose...

      16. 16. section 704(5).

      17. 17. section 705(2).

      18. 18. sections 706, 707 and 710(1) to (3) and (5) as...

      19. 19. section 714(1) as if it referred to EEIGs or their...

      20. 20. section 718(2) as if it included a reference to an...

      21. 21. section 725.

      22. 22. section 730 and Schedule 24 so far as they refer...

      23. 23. section 731.

      24. 24. sections 732 and 733 so far as they refer to...

8. Explanatory Note