The European Economic Interest Grouping (Amendment) Regulations 2009

2

In these Regulations a reference to any Form is a reference to that Form as set out in Schedule 2 to these Regulations.

3

The following must be delivered to the registrar in accordance with the provisions of regulation 13(1B) below—

a

notice of appointment of any manager; and

b

in respect of each manager, the particulars specified in section 163 of the 2006 Act (if the manager is an individual) or section 164 of that Act (if the manager is not).

3A

Subsections (2) to (4) of section 163 of the 2006 Act apply for the purposes of paragraph (3)(b) above as they apply for the purposes of that section.

3B

For the purposes of paragraph (3)(b) above, a person’s service address may be stated to be “The EEIG’s official address”.

1

The competent authority for the purposes of making an application to the court under Article 32(1) of the EC Regulation (winding up of EEIG in certain circumstances) shall be—

a

in the case of an EEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland;

b

in any other case, the Secretary of State.

2A

In paragraph (2) above “the appropriate authority” means—

a

in the case of an EEIG whose official address is in Great Britain, the Secretary of State;

b

in the case of an EEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland.

4

In paragraph (3) above “the appropriate authority” means—

a

in the case of any activity carried on in Great Britain, the Secretary of State;

b

in the case of any activity carried on in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland.

1A

Sections 67(1) and 68 of the 2006 Act (power to direct change of name in case of similarity to existing name) apply to EEIGs, and their establishments, registered under these Regulations, as if they were companies formed and registered under the 2006 Act.

1B

In the application of section 68 of the 2006 Act to EEIGs and their establishments—

a

subsection (5) is to be read as if—

i

the reference in paragraph (b) to an officer of the company were a reference to an officer of the EEIG, within the meaning of these Regulations; and

ii

the second sentence were omitted;

b

subsection (6) is to be read as if the reference to a daily default fine were omitted.

2

Paragraphs (2A) and (2B) below apply where the registrar receives notice of a change of an EEIG’s name.

2A

If the registrar is satisfied—

a

that the new name complies with the requirements of regulation 10(1) and the provisions applied by regulation 10(1A) above, and

b

that any requirements applying under or by virtue of these Regulations with respect to a change of name are complied with,

the registrar shall enter the new name on the register in place of the former name.

2B

On the registration of the new name, the registrar shall issue a certificate of registration altered to meet the circumstances of the case.

3

A change of an EEIG’s name has effect from the date on which the new certificate of registration is issued.

4

The change does not affect any rights or obligations of the EEIG or render defective any legal proceedings by or against it.

5

Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

1

This regulation applies to the documents and particulars which—

a

are referred to in paragraphs (a) to (j) of Article 7 of the EC Regulation, and

b

are required to be filed under that Article in the United Kingdom.

1A

The documents and particulars to which this regulation applies shall be filed—

a

in the case of an EEIG whose official address is in the United Kingdom, within 15 days of the event to which the document in question relates;

b

in the case of an EEIG whose official address is outside the United Kingdom, within 30 days of such event.

1B

In the case of each paragraph listed in the first column of Table 1 below, the documents and particulars referred to in that paragraph shall be filed by delivering to the registrar for registration a notice which—

a

is in the Form specified in the second column of that Table, and

b

contains the matters specified in the third column of that Table.

Table 1

Relevant paragraph of Article 7	Form in which notice to be given	Content of notice
Where official address of EEIG is in the United Kingdom
Paragraphs (a), (c) and (e) to (j)	EE MP01	The documents and particulars referred to in Form EE MP01
Paragraph (b)	EE MP02	Notice of the setting up or closure of an establishment of an EEIG in the United Kingdom
Paragraph (d)	EE AP01 (in the case of any manager who is an individual) EE AP02 (in the case of any manager who is not)	The following details (the “managerial details”)— a the names of the managers; b the particulars referred to in regulation 5(3) above; c particulars of whether the managers may act alone or must act jointly
Paragraph (d)	EE CH01 (in the case of any manager who is an individual) EE CH02 (in the case of any manager who is not)	Any changes in the managerial details
Paragraph (d)	EE TM01	Notice of the termination of any manager’s appointment
Where official address of EEIG is outside the United Kingdom
Paragraphs (a) and (c) to (j)	EE MP01	The documents and particulars referred to in Form EE MP01
Paragraph (b)	EE MP02	Notice of— a the setting up of an establishment of an EEIG in the United Kingdom, in any case where an establishment of the EEIG is already registered in the United Kingdom under regulation 12(1) above, or b the closure of an establishment of an EEIG in the United Kingdom

1C

Any notice that is delivered to the registrar in accordance with paragraph (1B) above shall be accompanied by a certified translation into English of any documents and particulars to which the notice relates, or any part of those documents and particulars, which are not in English.

4

In this regulation “the EEIG register” means—

a

the documents and particulars required to be kept by the registrar under these Regulations; and

b

the records falling within section 1080(1)9 of the 2006 Act which relate to EEIGs or their establishments.

5

This regulation does not affect the application of provisions of the Companies Acts to EEIGs or their establishments otherwise than by virtue of this regulation.

1A

Part 4 of the Insolvency (Northern Ireland) Order 198911 shall apply to EEIGs, and their establishments, registered under these Regulations in Northern Ireland, as if they were companies registered under the 2006 Act.

2

Where an EEIG is wound up as an unregistered company under Part 6 of the Insolvency (Northern Ireland) Order 1989 the provisions of Articles 2(2) to (6), 3, 5, 7 to 11, 13, 14, 15, 16(2), 19 to 21 and 23 of, and Schedule 1 to, the Company Directors Disqualification (Northern Ireland) Order 200213 shall apply in relation to the EEIG as if—

a

any reference to a director or past director of a company included a reference to a manager of the EEIG and any other person who has or has had control or management of the EEIG’s business; and

b

the EEIG were a company as defined by Article 2(2) of that Order.

25

Section 75 (provision of misleading information etc), as if the second sentence of subsection (5) were omitted.

26

Part 25 (company charges).

27

Section 993 (offence of fraudulent trading).

28

Section 1066(2) to (4) (registered numbers).

29

Section 1081 (annotation of the register), as if—

a

after subsection (1) there were inserted—

1A

Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.

b

subsection (5) were omitted.

30

Section 1082 (allocation of unique identifiers), as if—

a

the reference in subsection (1)(a) to a director of a company were a reference to a manager of an EEIG, and

b

paragraphs (b) and (c) of subsection (1) were omitted.

31

Section 1084 (records relating to companies that have been dissolved etc), as if subsection (4) were omitted.

32

In section 1087 (material not available for public inspection)—

a

subsection (1)(a) and (d), and

b

subsections (2) and (3), so far as relating to material falling within paragraph (a) or (d) of subsection (1).

33

Section 1089(1) (form of application for inspection or copy), as if—

a

the reference to inspection under section 1085 were a reference to inspection under regulation 14(a) above, and

b

the reference to a copy under section 1086 were a reference to a copy or extract under regulation 14(b) above.

34

Section 1090(4) (power to determine form and manner in which copies to be provided), as if—

a

for “the preceding provisions of this section” there were substituted “Article 39(1) of Council Regulation (EEC) No 2137/85”, and

b

the reference to copies being provided were a reference to copies or extracts being provided under regulation 14(b) above.

35

Section 1091 (certification of copies as accurate), as if—

a

any reference in that section to copies were a reference to copies or extracts,

b

any reference to section 1086 were a reference to regulation 14(b) above,

c

subsections (2) and (4) were omitted, and

d

in subsection (5) the words preceding “copies” were omitted.

36

Section 1094 (administrative removal of material from the register), as if—

a

the reference in subsection (2) to section 1093 were omitted, and

b

in subsection (3)(a), sub-paragraphs (iii) to (vii) were omitted.

37

Section 1112 (general false statement offence).

38

Section 1117 (registrar’s rules), so far as relating to sections 1066(2), 1089(1) and 1090(4).

39

The following provisions of Part 36 (offences), so far as relating to offences under sections applied by these Regulations—

a

section 1121 (liability of officer in default), as if subsection (2) were omitted;

b

section 1122 (liability of company as officer in default), as if the words ““officer” and” in subsection (3) were omitted;

c

sections 1126 to 1130 (consents for prosecutions, venue and time limit for summary proceedings, privilege and unincorporated bodies);

d

section 1132 (production and inspection of documents where offence suspected), as if the reference in subsection (3)(b) to the secretary of the company were omitted;

e

section 1133 (provisions not to apply to offences committed before commencement).

40

Sections 1139 to 1141 (service addresses), as if the reference in section 1140(2)(a) to a director or secretary of a company were a reference to a manager of an EEIG.