November 1995 

58.9 Nature of an EEIG

An EEIG is a legal entity formed by a written contract between its members who must be natural persons, companies, firms or other legal entities situated in member countries of the European Union. An EEIG is an entity which is intended to assist businesses to carry on activities ancillary to the main business across national frontiers within the European Union. EEIGs were provided for under the European Council Regulations (EEC No 2137/85) (a copy of which is in Schedule 1 of the 1989 Regulations - see below). This was implemented in Great Britain by the European Economic Interest Grouping Regulations 1989 (SI 1989 No 638) and all references to ‘Regulations’ in this part of the chapter are to this statutory instrument. An EEIG can only have European Union members and those members must be from at least two different Union countries. An EEIG which has its official address in Great Britain is a body corporate and must be registered with the Registrar of Companies. Similarly any other EEIG which has an establishment in Great Britain must also be registered. However, even though it is treated as a body corporate, the members of the EEIG have unlimited joint and several liability for its debts and other liabilities in a similar way to members of a partnership. A legal person may be appointed as

manager of the EEIG so long as a natural person is designated torepresent it and he will be subject to the same liabilities as if he were the manager himself.

Notes: [Reg 5(1) and (2)]

58.10 Information to be registered with the Registrar of Companies by the EEIG

Various details relating to an EEIG, whose official address is in Great Britain or who has an establishment in Great Britain, must be registered with the Registrar of Companies. The official receiver should inspect the file maintained by the Registrar of Companies as soon as possible after the making of a winding up order against and EEIG. The following information should be included on the file:-

1. the contract for the formation of the EEIG and any amendments to it. (This contract may contain a clause which exempts a new member from the payment of debts or other liabilities incurred prior to his admission.);
   
2. details of the past and present managers of the EEIG. (This should include the registered office or principal office if the manager is a legal person and whether the managers may act alone or must act jointly.);
   
3. details of the official address of the EEIG and any changes of it;
   
4. any decision by members for the winding up of the EEIG, notice of the appointment of a liquidator and the termination of such an appointment.

The EEIG and any officer of it who intentionally authorises or permits the EEIG to fail to comply with the requirement to file the information required by law within the set time limits is guilty of an offence. An EEIG is not subject to any accounting or auditing requirements and does not have to file an annual return with the Registrar of Companies. However, a return is required to be made to the Inland Revenue, a copy of which should be obtained if it is not available from the EEIG’s records.

Notes: [Reg 13(1)and (3)][Finance Act 1990Schedule 11]

58.11 Winding up an EEIG - generally

In any winding up other than a voluntary one an EEIG which is carrying on business in Great Britain will be wound up as an unregistered company under Part V of the Insolvency Act 1986. The circumstances in which an EEIG can be wound up are contained in Articles 31 and 32 of the European Council Regulations and are supplemented by the provisions of Section 221(5) IA. The Articles include reference to a petition being presented by ‘competent authority’, which is the Secretary of State. The Secretary of State may apply to the court for the winding up of an EEIG on public interest grounds. The investigatory powers bestowed upon the Secretary of State apply to an EEIG.

Notes: [Reg 8(1)] [Reg 7] [Reg 18 and Schedule 4, Part XIV CA85]

58.12 Information filed by OR with Registrar

The Registrar of Companies should immediately be informed of the winding-up order and a copy of it should be sent for filing once it is available. The EEIG will be dissolved 3 months after receipt by the Registrar of Companies of notice of the conclusion of the liquidation.

 

Note: [Form 4.11] [Form NOTCH]

58.13 Cessation of membership of EEIG on insolvency

A member of an EEIG registered in Great Britain will cease to be a member of it if an insolvency order is made against that member. This includes where a partnership is a member of an EEIG and is wound up.

Note: [Reg 6]

 

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