The European Economic Interest Grouping Regulations 1989

PART II PROVISIONS RELATING TO ARTICLES 1–38OF THE EC REGULATION

Legal personality (Article 1(3) of the EC Regulation)

3.  From the date of registration of an EEIG in Great Britain mentioned in a certificate given under regulation 9(5) below the EEIG shall, subject to regulation 11 below, be a body corporate by the name contained in the contract.

Transfer of official address (Article 14 of the EC Regulation)

4.—(1) Notice of any proposal to transfer the official address of an EEIG registered in Great Britain to any other place shall, where such transfer would result in a change in the law applicable to the contract under article 2 of the EC Regulation, be filed at the registry where the EEIG was registered by delivery of a notice in Form EEIG 4 in pursuance of regulation 13(1) below.

(2) Where the registrar, being the competent authority within the meaning of article 14(4) of the EC Regulation, receives a notice under paragraph (1) above within the period of two months beginning with its publication in the Gazette under regulation 15(1) below and opposes that transfer on the grounds of public interest, that transfer shall not take effect.

Managers (Article 19(2) of the EC Regulation)

5.—(1) A manager of an EEIG registered in Great Britain may be a legal person other than a natural person, on condition that it designates one or more natural persons to represent it and notice of particulars of each such person is sent to the registrar in Form EEIG 3 as though he were a manager.

(2) Any natural person designated under paragraph (1) above shall be subject to the same liabilities as if he himself were a manager.

(3) There shall be delivered to the registrar in accordance with the provisions of regulation 13(1) below notice of appointment of any manager and the following particulars with respect to each manager—

(a) (i) his present Christian name and surname;

(ii) any former Christian name or surname;

(iii) his usual residential address;

(iv) his nationality;

(v) his business occupation (if any); and

(vi) the date of his birth; and

(b) in the case of a legal person other than a natural person, its name and registered or principal office.

(4) Section 289(2) of the 1985 Act applies as regards the meaning of “Christian name”, “surname” and “former Christian name or surname”.

Cessation of membership (Article 28(1) of the EC Regulation)

6.  For the purposes of national law on liquidation, winding up, insolvency or cessation of payments, a member of an EEIG registered under these Regulations shall cease to be a member if—

(a) in the case of an individual—

(i) a bankruptcy order has been made against him in England and Wales; or

(ii) sequestration of his estate has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 1985(1);

(b) in the case of a partnership—

(i) a winding up order has been made against the partnership in England and Wales;

(ii) a bankruptcy order has been made against its members in England and Wales on a bankruptcy petition presented under article 13(1) of the Insolvent Partnerships Order 1986(2); or

(iii) sequestration of the estate of the partnership has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 1985;

(c) in the case of a company, the company goes into liquidation in Great Britain; or

(d) in the case of any legal person or partnership, it is otherwise wound up or otherwise ceases to exist after the conclusion of winding up or insolvency.

Competent authority (Articles 32(1) and (3) and 38 of the EC Regulation)

7.—(1) The Secretary of State shall be 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).

(2) The court may, on an application by the Secretary of State, order the winding up of an EEIG which has its official address in Great Britain, if the EEIG acts contrary to the public interest and it is expedient in the public interest that the EEIG should be wound up and the court is of the opinion that it is just and equitable for it to be so.

(3) The court, on an application by the Secretary of State, shall be the competent authority for the purposes of prohibiting under article 38 of the EC Regulation any activity carried on in Great Britain by an EEIG where such an activity is in contravention of the public interest there.

Winding up and conclusion of liquidation (Articles 35 and 36 of the EC Regulation)

8.—(1) Where an EEIG is wound up as an unregistered company under Part V of the Insolvency Act 1986, the provisions of Part V shall apply in relation to the EEIG as if any reference in that Act and the 1985 Act 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 with the modification that in section 221(1) after the words “all the provisions” there shall be added the words “of Council Regulation (EEC) No. 2137/85 and”.

(2) At the end of the period of three months beginning with the day of receipt by the registrar of a notice of the conclusion of the liquidation of an EEIG, the EEIG shall be dissolved.

(1)

1985 c. 66.

(2)

S.I. 1986/2142.