European Economic Interest Groupings - EEIG
This guide explains the main features of European Economic Interest Groupings - EEIG. It tells you what information is required to be registered at Companies House when a grouping is:
- Being formed in the UK
- Moving its official address to the UK from another European Member State or
- Establishing a UK office but retaining its official address outside the UK.
EEIGs are designed to help businesses establish and maintain links with firms in other Member States. For smaller firms in particular, other development options - mergers, take-overs, joint ventures may be too expensive and complicated. The EEIG provides an alternative way to establish links in other Member States without losing individual identity and independence.
The EU Regulations require and permit Member States to make certain provisions under national law in respect of EEIGs. As a result, there are some differences in the laws of Member States in areas such as legal capacity, the managers and auditing requirements. The information given here only covers EEIGs registered in the UK.
The EEIG is a form of association between companies or other legal bodies, firms or individuals from different EU countries who need to operate together across national frontiers. It carries out particular tasks for its member owners and is quite separate from its owners' businesses. Its aim is to facilitate or develop the economic activities of its members.
An EEIG may be set up in any one of the Member States, and operate in any part of the EU. It can also enter into arrangements with organisations outside the EU, although these organisations cannot themselves become members of an EEIG.
What can an EEIG do?
An EEIG's activities must relate to the economic activity of its members but must be ancillary to them. The concept of 'economic activity' can be interpreted very widely. For example, universities and research institutes may participate in an EEIG. The creation of an EEIG between people in the professions is also permitted. The Grouping may not itself practise a profession - as this would replace the activities of the members - but it may provide services for its members which relate to their profession.
Apart from this, and the restrictions set out, the EEIG can do whatever its members wish. For example, companies in the UK, Spain and France might form an EEIG to carry out scientific research in an area of common concern; or firms in Portugal and Scotland might use an EEIG to create a joint marketing operation for a new range of products.
What can't an EEIG do?
An EEIG cannot:
- Be formed with the object of making a profit, although it may do so as a consequence of its normal operations
- Exercise management control over its members own activities or those of any other undertaking
- Hold shares in any of its members
- Take investment from the public
- Be a member of another EEIG
- Employ more than 500 people
- Be used to make loans to a company director or any person connected with him or her where that would be restricted or controlled by national law
- Be used for the transfer of any property between a company and a director, or any person connected with him or her, except to the extent allowed by national law
Advantages of an EEIG
An EEIG enjoys several advantages including 'legal capacity' - the right to enter into contracts and to sue or be sued and tax transparency. Further, members have flexibility regarding the method of financing the Grouping. For example, when smaller firms or non-profit making organisations are involved, their contribution may be in the services and skills they can provide. There is no capital requirement for an EEIG. Members may vary their funding methods, rights and obligations by contract so that the Grouping can develop. And, since an EEIG may not hold shares in its members, nor exercise any management control over them, it works for the members, not vice versa.
The EEIG Disadvantages
The price to pay for the lack of a capital requirement is unlimited joint and several liability of the members. This means that not only is there no limit to the financial liability of any of the members for the activities of the EEIG, but also that each member can individually be held liable for those activities.
An EEIG is set up in much the same way as a company. It must be formed by at least two members from different Member States, and a manager or managers must be appointed to operate the EEIG.
Nationality Requirement and membership
The Regulations aim to make membership of an EEIG open to as many people and organisations as possible within the Union. The main requirement is that each member should have been engaged in an economic activity in the EU before becoming a member of the EEIG.
An EEIG must have at least two members with their central administrations or principal activities based in different Member States.
To be eligible for membership, companies, firms and other legal bodies must:
- Have been formed according to the law of one of the Member States and have their registered or statutory office (if applicable) within the EU and
- Have their place of central management and control within the EU
Individuals may become members if they carry on any industrial, commercial, craft or agricultural activity or provide professional or other services in the EU.
Organisations from non-EU countries may not become members.
Role of the members
Normally this will be set out in the formation contract of the EEIG, but there is no requirement that this must be so and here is no requirement for regular meetings.
Each member has at least one vote. The contract of formation can give more than one vote to certain members (for example, if one member has subscribed a greater share of the capital or expertise), provided that no one member holds a majority of the votes.
The members are free to decide the voting procedures to be set down in the contract of formation except for certain decisions fundamentally affecting the existence and operation of the EEIG, for which unanimous decisions are required. The decisions requiring unanimity are:
- Alteration of the objects of the grouping
- Alteration of the number of votes allotted to each member
- Extension to the duration of the grouping
- Alteration to members' contributions to the grouping's financing
- Alteration to members' obligations, unless otherwise provided by the formation contract
- Alteration to the formation contract not covered above, unless otherwise provided by the contract itself and
- Transfer of the official address of an EEIG to another Member State.
Role of the Managers
The members appoint managers who run the EEIG and make normal daily decisions. At least one manager must be appointed. EEIGs registered in the UK may appoint legal persons (for example, a company incorporated under the Companies Act) as managers, provided that an individual is then registered as the manager's representative.
The members determine the limits of the managers' powers. The actions of the managers are binding on the EEIG and the members are jointly liable for those actions. The only limitation that can be applied to the managers by the members in this respect is that of the 'double signature'. This means that the EEIG is only bound by the joint action of two or more managers. If this control device is used it will be effective only if its existence is published in the appropriate Gazette
EEIG and legal personality
An EEIG registered in the UK is accorded legal personality as a body corporate from the date shown on its certificate of registration.
Competition rules for EEIGs?
EEIGs are not exempt from EU or domestic competition laws. They are subject to control under Articles 85 and 86 of the Treaty of Rome and to national competition legislation in the same way as any other undertaking.
The members of the EEIG are not required to subscribe any capital. The grouping can be financed by capital invested by the members or by loans or donations from them or others. The contribution of some members may be in the form of the services and skills that they can provide. EEIGs may not seek investment from the public.
Taxation rules and the EEIG
Taxation operates under a system of fiscal transparency; that is to say, any profits, losses or gains are shared between the members according to their shares. These are then taxed in the hands of the members according to the relevant national law in the normal way.
How do they work?
For the purposes of taxation, a grouping is regarded as acting as the agent of its members: its activities are those of its members acting jointly, and each member is regarded as having a share of the property, rights, liabilities and profits of the EEIG. The portion of profits, losses or gains going to each member is determined by the formation contract where this is stated. If the contract says nothing the members are apportioned equal shares. The shares of property, rights and liabilities are determined in the same way.
Returns, accounts and information are given by the EEIG acting through its managers. The members of the grouping are jointly and severally liable for any acts or omissions relating to the taxation provisions.
The concept of tax transparency does not extend to other taxes such as VAT and stamp duty. An EEIG will have to register for VAT purposes if it makes taxable supplies in excess of the registration limits, in the same way as any other person.
The EEIG is not subject to any accounting or auditing requirements and therefore does not have to file an annual return with Companies House.
Registering an EEIG
An EEIG must be registered in the Member States of the EU where its official address is situated. The official address must be either:
- Where the EEIG has its central administration or
- Where one of its members has its central administration or - in the case of an individual who is a member - his or her principal activity, provided that the grouping carries on an activity there.
What name can I give the grouping?
EEIGs must include either 'European Economic Interest Grouping' or 'EEIG' in their name. The name cannot include any of the following: 'limited', 'unlimited', 'SE' or 'public limited company' or their abbreviations.
With this exception, substantially the same rules and restrictions on names apply for EEIGs registered in the UK as for companies formed and registered under the Companies Act 2006.
The formation contrant
The contract of formation must contain the following information about the EEIG:
- Its full name
- Its official address
- The objects for which the grouping was formed
- The names, business names and legal form of each member
- The permanent address or registered office of each member
- The number and place of registration (if any) of each memb; and
- The duration of the EEIG, except where this is indefinite
Other documents to be registered
After the EEIG is registered, certain other additional documents and details must also be filed. These are:
- Notice of the appointment and removal of managers
- Any amendment to the formation contract
- Notice of a member's assignment of all or part of its participation in the EEIG
- Any judicial or members' decision ordering or establishing the winding up of the EEIG
- Any judicial decision nullifying the EEIG
- Notice of the appointment or termination of appointment of a liquidator or liquidators of the EEIG
- Notice of the conclusion of liquidation of the EEIG
- A proposal to transfer the official address to another Member State and
- Notice of any provision exempting a new member from the payment of debts and other liabilities which originated prior to his admission.
What legislation governs EEIGs?
EEIGs were established by Council Regulation (EEC) No 2137/85. In the UK the relevant pieces of legislation are:
- Company Formation Order
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- Advantages of a Limited Company
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- Societas Privata Europaea
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