bg_normativa_leggedirittoautore.pdf

European Economic Interest Grouping (EEIG)

The objective of this Regulation is to create a new legal entity based on Community law to facilitate and encourage cross-border cooperation.

ACT

Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG).

SUMMARY

A European Economic Interest Grouping must be formed in accordance with the rules described below.

The purpose of the grouping is to facilitate or develop the economic activities of its members by a pooling of resources, activities or skills. This will produce better results than the members acting alone. It is not intended that the grouping should make profits for itself. If it does make any profits, they will be apportioned among the members and taxed accordingly. Its activities must be related to the economic activities of its members, but cannot replace them. An EEIG cannot employ more than 500 persons.

An EEIG can be formed by companies, firms and other legal entities governed by public or private law which have been formed in accordance with the law of a Member State and which have their registered office in the Community. It can also be formed by individuals carrying on an industrial, commercial, craft or agricultural activity or providing professional or other services in the Community.

An EEIG must have at least two members from different Member States.

The contract for the formation of an EEIG must include its name, its official address and objects, the name, registration number and place of registration, if any, of each member of the grouping and the duration of the grouping, except where this is indefinite. The contract must be filed at the registry designated by each Member State. Registration in this manner confers full legal capacity on the EEIG throughout the Community.

When a grouping is formed or dissolved, a notice must be published in the Official Journal of the European Communities (C and S series).

A grouping’s official address must be within the Community. It may be transferred from one Member State to another subject to certain conditions.

Each member of an EEIG has one vote, although the contract for its formation may give certain members more than one vote provided that no one member holds a majority of the votes. The Regulation lists those decisions for which unanimity is required.

The EEIG must have at least two organs: the members acting collectively and the manager or managers. The managers represent and bind the EEIG in its dealings with third parties even where their acts do not fall within the objects of the grouping.

An EEIG may not invite investment by the public.

An EEIG does not necessarily have to be formed with capital. Members are free to use alternative means of financing.

The profits of an EEIG will be deemed to be the profits of its members and will be apportioned either according to the relevant clause in the contract or, failing such a clause, in equal shares. The profits or losses of an EEIG will be taxable only in the hands of its members. As a counterweight to the contractual freedom which is at the basis of the EEIG and the fact that members are not required to provide a minimum amount of capital, each member of the EEIG has unlimited joint and several liability for its debts.

Background

This Regulation meets the need for the harmonious development of economic activity throughout the Community and the establishment of a common market offering conditions analogous to those of a national market. To achieve this, and alleviate the legal, fiscal and psychological difficulties encountered by natural persons, companies, firms and other bodies in cooperating across borders, the EU decided to create a suitable legal instrument at Community level in the form of a European Economic Interest Grouping

RELATED ACTSCommission communication of 9 September 1997 “Participation of European Economic Interest Groupings (EEIGs) in public contracts and programmes financed by public funds” [COM(1997) 434 final, Official Journal C 285 , 20.9.1997]
While an encouraging number of EEIGs (more than 800) have been so far set up, the Commission has found that optimum use is not yet being made of the EEIG by firms wishing to cooperate at transnational level, particularly where they hope to participate in public contracts and programmes financed by public funds.
The communication sets out once again the definition of the EEIG and clarifies some of its characteristics and the way in which it operates so as to ensure that EEIGs can tender for public contracts and participate in programmes financed by public funds on an equal footing with other firms.
It is important to note that the Community Directives on public procurement do not contain any provisions which could impede the participation of EEIGs. Thus:

• the ancillary nature of the activity of an EEIG is not an obstacle to its participation in public procurement;
• a contracting body should, when selecting tenderers or candidates for a public procurement contract, apply the assessment criteria laid down by the Directives taking account not only of the capacities of the EEIG itself but also of those of its members.

EEIGs are always entitled to apply to participate in Community programmes, including those which require the participation of legal entities from several Member States. EEIGs can be regarded as constituting a “consortium”, since they must comprise at least two members from two different Member States who remain economically and legally independent throughout their cooperation.
An EEIG provides a means of increasing the borrowing potential of its members while reducing the cost of a loan:

• the unlimited joint and several liability of the members of the EEIG can make it much easier to obtain credit;
• there is no reason to require that each member of an EEIG should provide a personal guarantee;
• credit institutions should be able to carry out an overall assessment of the solvency of groupings on the basis of the financial status of their members.

As the EEIG is currently the only vehicle offering firms a framework for cooperation directly attached to the Community legal order, it is essential that all the actors concerned by the use of EEIGs be fully aware of its potential.

Last updated: 29.8.2006