Council Regulation
A grouping so formed shall, from the date of its registration as provided for in Article 6, have the capacity, in its own name, to have rights and obligations of all inds, to make contracts or accomplish other legal acts, and to sue and be sued. Article 3 1 . The purpose of a grouping shall be to facilitate or develop the economic activities of its members and to improve or increase the results of those activities; its purpose is not to make profits for itself. Its activity shall be related to the economic activities of its members and must not be more than ancillary to those activities. 2.
Consequently, a grouping may not: (a) exercise, directly or indirectly, a power of management or supervision over its embers’ own activities or over the activities of another undertaking, in particular in the fields of personnel, finance and investment; (b) directly or indirectly, on any basis whatsoever, hold shares of any kind in a member undertaking; the holding of shares in another undertaking shall be possible only in so far as it is necessary for the achievement of the grouping’s objects and if it is done on its members’ behalf; (c) employ more than 500 persons; (d) be used by a company to make a loan to a director of a company, or any person connected with him, when the making of such loans is restricted or controlled under he Member States’ laws governing companies. Nor must a grouping be used for the transfer of any property between a company and a director, or any person connected with him, except to the extent allowed by the Member States’ laws governing companies. For the purposes of this provision the making of a loan includes entering into any transaction or arrangement of similar effect, and property includes moveable and immoveable property; (e) be a member of another European Economic Interest Grouping. Article 4 1 .
Only the following may be members of a grouping: a) companies or firms within the meaning of the second paragraph of Article 58 of the Treaty and other legal bodies governed by public or private law, which nave been formed in accordance with the law of a Member State and which have their registered or statutory office and central adminsitration in the Community; where, under the law of a Member State, a company, firm or other legal body is not obliged to have a registered or statutory office, it shall be sufficient for such a company, firm or other legal body to have its central administration in the Community; b) natural persons who carry on any industrial, commercial, craft or agricultural activity or who provide professional or other services in the Community. 2.
A grouping must comprise at least: (a) two companies, firms or other legal bodies, within the meaning of paragraph 1, which have their central administrations in different Member States, or (b) two natural persons, within the meaning of paragraph 1, who carry on their principal activities in different Member States, or (c) a company, firm or other legal body within the meaning of paragraph 1 and a atural person, of which the first has its central administration in one Member State and the second carries on his principal activity in another Member State. Article 5 A contract for the formation of a grouping shall include at least: (a) the name of the grouping preceded or followed either by the words ‘European Economic Interest Grouping’ or by the initials ‘EEIG’, unless those words or initials already form part of the name; (b) the official address of the grouping; (c) the objects for which the grouping is formed; (d) the name, business name, legal form, permanent address or registered office, and he number and place of registration, if any, of each member of the grouping; (e) the duration of the grouping, except where this is indefinite.
Article 6 A grouping shall be registered in the State in which it has its official address, at the registry designated pursuant to Article 39 (1). Article 12 The official address referred to in the contract for the formation of a grouping must be situated in the Community. The official address must be fixed either: (a) where the grouping has its central administration, or (b) where one of the members of the grouping has its central administration or, in he case of a natural person, his principal activity, provided that the grouping carries on an activity there. Article 13 The official address of a grouping may be transferred within the Community.
When such a transfer does not result in a change in the law applicable pursuant to Article 2, the decision to transfer shall be taken in accordance with the conditions laid down in the contract for the formation of the grouping. 1 . The organs of a grouping shall be the members acting collectively and the manager or managers. A contract for the formation of a grouping may provide for other organs; if it does it hall determine their powers. 2. The members of a grouping, acting as a body, may take any decision for the purpose of achieving the objects of the grouping. Article 17 1. Each member shall have one vote. The contract for the formation of a grouping may, however, give more than one vote to certain members, provided that no one member holds a majority of the votes. 2.
A unanimous decision by the members shall be required to: (a) alter the objects of a grouping; (b) alter the number of votes allotted to each member; (c) alter the conditions for the taking of decisions; Article 18 Each member shall be entitled to obtain information from the manager or managers concerning the grouping’s business and to inspect the grouping’s books and business records. Article 19 1. A grouping shall be managed by one or more natural persons appointed in the contract for the formation of the grouping or by decision of the members. Article 21 1 . The profits resulting from a grouping’s activities shall be deemed to be the profits of the members and shall be apportioned among them in the proportions laid down in the contract for the formation of the grouping or, in the absence of any such rovision, in equal shares. 2.
The members of a grouping shall contribute to the payment of the amount by which expenditure exceeds income in the proportions laid down in the contract for the formation of the grouping or, in the absence of any such provision, in equal shares. Article 22 1 . Any member of a grouping may assign his participation in the grouping, or a proportion thereof, either to another member or to a third party; the assignment shall not take effect without the unanimous authorization of the other members. Article 23 No grouping may invite investment by the public. Article 24 1. The members of a grouping shall have unlimited Joint and several liability for its debts and other liabilities of whatever nature.
National law shall determine the consequences of such liablity. 2. Creditors may not proceed against a member for payment in respect of debts and other liabilities, in accordance with the conditions laid down in paragraph 1, before the liquidation of a grouping is concluded, unless they have first requested the grouping to pay and payment has not been made within an appropriate period. Council Regulation ( 5 July Article 27 1 . A member of a grouping may withdraw in accordance with the conditions laid down in the contract for the formation of a grouping or, in the absence of such conditions, with the unanimous agreement of the other members. Article 37 1 .
A period of limitation of five years after the publication, pursuant to Article 8, of notice of a member’s ceasing to belong to a grouping shall be substituted for any longer period which may be laid down by the relevant national law for actions against that member in connection with debts and other liabilities arising out of the grouping’s activities before he ceased to be a member. . A period of limitation of five years after the publication, pursuant to Article 8, of notice of the conclusion of the liquidation of a grouping shall be substituted for any against a member of the grouping in connection with debts and other liabilities arising out of the grouping’s activities.
Article 40 The profits or losses resulting from the activities of a grouping shall be taxable only in the hands of its members. Article 42 1. Upon the adoption of this Regulation, a Contact Committee shall be set up under the auspices of the Commission. Its function shall be: a) to facilitate, without prejudice to Articles 169 and 170 of the Treaty, application of this Regulation through regular consultation dealing in particular with practical problems arising in connection with its application; (b) to advise the Commission, if necessary, on additions or amendments to this Regulation. 2. The Contact Committee shall be composed of representatives of the Member States and representatives of the Commission. The chairman shall be a representative of the Commission.
