The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018

PART 2 Amendment of subordinate legislation

Amendment of the European Economic Interest Grouping Regulations 1989

2.  The European Economic Interest Grouping Regulations 1989(1) are amended in accordance with regulations 3 to 22.

3.  In regulation 2(1)—

(a) in the definition of “the contract”, for “an EEIG” substitute “a UKEIG or an EEIG, as the case may be”;

(b) in the definition of “the EC Regulation” for “set out in Schedule 1 to these Regulations” substitute “on the European Economic Interest Grouping (EEIG)”;

(c) for the definition of “EEIG” substitute—

““EEIG” means a European Economic Interest Grouping, being a grouping—

(a)

formed in pursuance of Article 1 of Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG) as it applies in the European Union and as amended from time to time(2); and

(b)

registered in a Member State;”;

(d) after the definition of “EEIG”, insert—

““EEIG establishment” means an establishment of an EEIG where the establishment is registered in the United Kingdom;”;

(e) for the definition of “officer” substitute—

““officer”, in relation to a UKEIG or an EEIG, includes a manager, or any other person provided for in the contract as an organ of the UKEIG or the EEIG, as the case may be;”;

(f) after the definition of “the registrar”, insert—

““UKEIG” means a UK Economic Interest Grouping;”;

(g) in the words after the definition of “UKEIG”, at the end, for “an EEIG” substitute “a UKEIG or an EEIG, as the case may be”.

4.  Omit regulations 3 and 4.

5.  In regulation 5(3)—

(a) in paragraph (1), for “an EEIG registered in the United Kingdom” substitute “a UKEIG”;

(b) in paragraph (3)(c), for “EEIG” substitute “UKEIG”;

(c) in paragraph (3B), for “EEIG’s” substitute “UKEIG’s”.

6.  In regulation 6(4), in the words before paragraph (a), for “an EEIG” substitute “a UKEIG”.

7.  In regulation 7(5)—

(a) in the heading—

(i) for “Articles” substitute “Article”;

(ii) omit “and (3) and 38”;

(b) in paragraph (1)—

(i) in the words before sub-paragraph (a), for “EEIG” substitute “UKEIG”;

(ii) in sub-paragraph (a), for “an EEIG” substitute “a UKEIG”;

(c) in paragraph (2)—

(i) for “an EEIG which has its official address in the United Kingdom” substitute “a UKEIG”;

(ii) for “the EEIG”, in both places it occurs, substitute “the UKEIG”;

(d) in paragraph (2A), in sub-paragraphs (a) and (b), for “an EEIG” substitute “a UKEIG”;

(e) in paragraph (3), for the words from “shall” to “an EEIG” substitute “may prohibit any activity carried on in the United Kingdom by a UKEIG”.

8.  In regulation 8(6)—

(a) for “an EEIG”, in each place it occurs, substitute “a UKEIG”;

(b) for “the EEIG”, in each place it occurs, substitute “the UKEIG”;

(c) for “EEIG’s”, in both places it occurs, substitute “UKEIG’s”.

9.  For regulation 9 substitute—

“Amendment of the register on conversion and issue of certificate of conversion

9.— (1) The registrar must, within the period beginning with exit day and ending at the end of the day after the day on which exit day falls, amend the name of a grouping which is converted from an EEIG to a UKEIG under Article 1 of the EC Regulation to reflect that conversion on the register.

(2) But the registrar is not required to amend the name of a grouping for the purposes of paragraph (1) in documents and particulars relating to that grouping and filed with the registrar before exit day.

(3) The registrar must issue a certificate to the UKEIG (a “certificate of conversion”) to confirm that the UKEIG has converted, on exit day, pursuant to Article 1 of the EC Regulation.

(4) The certificate of conversion must be—

(a) signed by the registrar or authenticated by the registrar’s official seal; and

(b) issued to the UKEIG within the period of 21 days beginning with exit day.

(5) Any communication or notice may be addressed to a UKEIG at its official address as notified to the registrar or in the case of any change of that address at any new official address notified to the registrar.

(6) Where, before exit day, a transfer proposal in relation to a grouping has been drawn up, filed and published under Article 14, paragraphs (1) to (4) do not apply in relation to that grouping, until such time as the registrar is satisfied that the transfer did not take effect before exit day.

(7) Paragraph (8) applies in relation to an EEIG—

(a) which immediately before exit day is registered in a Member State pursuant to a transfer of its official address from the United Kingdom to that Member State in accordance with Article 14; but

(b) whose registration in the United Kingdom has not been terminated before exit day.

(8) The registrar must delete the registration of an EEIG to which this paragraph applies as soon as reasonably practicable.

(9) In this regulation, “Article 14” means Article 14 of Council Regulation (EEC) No. 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG)(7) as it applied in the European Union immediately before exit day.”.

10.  In regulation 10(8)—

(a) before paragraph (1), insert—

“(A1) This regulation applies for the purposes of registering—

(a) a new name under regulation 11; or

(b) an EEIG establishment under regulation 12.”;

(b) in paragraph (1)—

(i) in the words before sub-paragraph (a)—

(aa) for “An EEIG” substitute “A UKEIG or an EEIG establishment”;

(bb) omit “under regulation 9”;

(ii) for sub-paragraph (c) substitute—

“(c) in the case of a UKEIG, any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (j) and (l) to (y) of paragraph 3 of that Schedule;”;

(iii) after sub-paragraph (c), insert—

“(ca) in the case of an EEIG establishment, any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (y) of paragraph 3 of that Schedule;”;

(iv) in sub-paragraph (d), for “(c) above” substitute “(c) or sub-paragraph (ca), as the case may be”;

(c) in paragraph (1A), for “EEIGs” substitute “UKEIGs and EEIG establishments”;

(d) in paragraph (1C)—

(i) in sub-paragraph (b), for “EEIG” substitute “UKEIG or the EEIG establishment”;

(ii) in sub-paragraph (c), for the words from “European” to “the abbreviation” substitute ““UK Economic Interest Grouping”, “European Economic Interest Grouping” or the abbreviations “UKEIG” or”.

11.  In regulation 11(9)—

(a) in paragraph (1A), for “EEIGs, and their”, substitute “UKEIGs and EEIG”;

(b) in paragraph (1B)—

(i) in the words before sub-paragraph (a), for “EEIGs and their” substitute “UKEIGs and EEIG”;

(ii) in sub-paragraph (a)(i), for “EEIG” substitute “UKEIG or the EEIG”;

(c) in paragraphs (2) and (3), for “an EEIG’s name” substitute “name for a UKEIG or an EEIG establishment”;

(d) in paragraph (4), for “EEIG” substitute “UKEIG or the EEIG establishment”.

12.  In regulation 12(10)—

(a) in paragraph (2)(b)(i), for “articles 5 and” substitute “the first paragraph of Article 5 and in Article”;

(b) omit paragraph (7);

(c) after paragraph (8), insert—

“(9) For the purposes of carrying out the obligation at paragraph (2)(b)(i), the first paragraph of Article 5 of the EC Regulation must be read as if references in that paragraph to “the grouping” or “a grouping” were references to “the EEIG” or “an EEIG”.”.

13.  In regulation 13(11)—

(a) in paragraph (1)(b), omit “in the United Kingdom”;

(b) in paragraph (2)—

(i) in sub-paragraph (a), for the words from “an EEIG” to “Kingdom” substitute “a UKEIG”;

(ii) in sub-paragraph (b) omit “whose official address is outside the United Kingdom”;

(c) in paragraph (3), for sub-paragraph (a) substitute—

“(a) particulars of the UKEIG’s or the EEIG’s registered number and name, and, in the case of an EEIG, the Member State in which its official address is situated,”;

(d) in paragraph (4)(b), for the words from “the EEIG’s” to “establishment” substitute “, in the case of the closure of an EEIG establishment,”;

(e) in paragraph (5)—

(i) after “if”, in the first place it occurs, insert “a UKEIG or”;

(ii) before “the EEIG”, in each place it occurs, insert “the UKEIG or”.

14.  For regulation 15 substitute—

“Publication of documents in the Gazette

15.   The registrar must cause to be published in the Gazette—

(a) any amendments (stated in full) to the particulars which must be included in the contract for the formation of a grouping pursuant to the first paragraph of Article 5 of the EC Regulation and which are filed with the registrar;

(b) notice (stated in full) of the termination of a grouping’s registration;

(c) in the case of those documents and particulars referred to in Article 7(b) to (j) of the EC Regulation, a notice stating the name of the UKEIG or the EEIG, the description of the documents or particulars and the date of receipt.”.

15.  In regulation 16—

(a) in the heading, for “EEIG” substitute “UKEIG and EEIG establishment”;

(b) in paragraphs (1) and (2), for “an EEIG” substitute “a UKEIG or an EEIG”.

16.  In regulation 18(12)—

(a) in paragraph (1), for “EEIGs, and their establishments,” substitute “UKEIGs and EEIG establishments”;

(b) in paragraph (2)—

(i) in sub-paragraph (ba), for “EEIG” substitute “Groupings”;

(ii) in sub-paragraph (bb), for “an EEIG” substitute “a UKEIG or an EEIG”;

(c) in paragraph (4)—

(i) in the words before sub-paragraph (a), for “EEIG” substitute “Groupings”;

(ii) in sub-paragraph (b), for “EEIGs or their establishments” substitute “UKEIGs or EEIG establishments”;

(d) in paragraph (5), for “EEIGs or their establishments” substitute “UKEIGs or EEIG establishments”.

17.  In regulation 19(13)—

(a) in paragraphs (1) and (1A), for “EEIGs, and their establishments,” substitute “UKEIGs and EEIG establishments”;

(b) in paragraph (2)—

(i) for “an EEIG, and its establishments,” substitute “a UKEIG and an EEIG establishment”;

(ii) for “the EEIG” substitute “the UKEIG or the EEIG”.

18.  In regulation 20, in paragraphs (1) and (2)—

(a) for “an EEIG”, in both places it occurs, substitute “a UKEIG or an EEIG establishment”;

(b) for “the EEIG”, in each place it occurs, substitute “the UKEIG or the EEIG establishment”;

(c) for “the EEIG’s”, in both places it occurs, substitute “the UKEIG’s or the EEIG establishment’s”.

19.  Omit regulation 21.

20.  Omit Schedule 1.

21.  In Schedule 3, in the heading, omit “other”.

22.  In Schedule 4—

(a) in the heading, for “EEIGs and their establishments” substitute “UKEIGs and EEIG establishments”;

(b) in paragraphs 30(a) and 32A(1), for “an EEIG” substitute “a UKEIG or an EEIG”;

(c) in paragraph 34(a), for the words from “Article” to the end, substitute “Part 3 of the European Economic Interest Grouping Regulations 1989”;

(d) in paragraph 40, for “an EEIG” substitute “a UKEIG or an EEIG”.

Amendment of the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012

23.  The Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012(14) are amended in accordance with regulations 24 to 30.

24.  In regulation 2—

(a) for the definition of “EEIG” substitute—

““EEIG establishment” has the meaning given in regulation 2(1) of the EEIG Regulations;”;

(b) after the definition of “SE”, insert—

““UKEIG” has the meaning given in regulation 2(1) of the EEIG Regulations;”.

25.  In regulation 3, for “EEIGs,” substitute “UKEIGs, EEIG establishments”.

26.  In regulation 4, in both places it occurs (including in the heading), for “EEIGs” substitute “UKEIGs and EEIG establishments”.

27.  In regulation 4A(15), for “an EEIG” substitute “a UKEIG or an EEIG establishment”.

28.  In Schedule 1, in Part 2, in paragraph 5(16)—

(a) for the heading, substitute—

“UK Economic Interest Groupings and EEIG establishments”;

(b) in the words before the table, for “EEIGs” substitute “UKEIGs and EEIG establishments”;

(c) in the table—

(i) omit the entry at (a);

(ii) in the entry at (b), for the words from “that is” to the end substitute “establishment”;

(iii) in the entry at (c), for “an EEIG” substitute “a UKEIG”.

29.  In Schedule 2(17)—

(a) in the heading, for “EEIGs” substitute “UKEIGs and EEIG establishments”;

(b) in Part 2—

(i) in paragraphs 3 and 4—

(aa) in the words before the tables, in each case, for “EEIGs” substitute “UKEIGs and EEIG establishments”;

(bb) in the tables, for “an EEIG”, in each place it occurs, substitute “a UKEIG or an EEIG establishment”;

(ii) in paragraphs 5 and 6, for “an EEIG” substitute “a UKEIG or an EEIG establishment”;

(iii) in paragraphs 7 and 8—

(aa) in the words before the tables, in each case, for “EEIGs” substitute “UKEIGs and EEIG establishments”;

(bb) for “an EEIG”, in each place it occurs, substitute “a UKEIG or an EEIG establishment”.

30.  In Schedule 3(18), in paragraph 1—

(a) for “EEIGs”, in both places it occurs (including in the table), substitute “UKEIGs and EEIG establishments”;

(b) in the table, in the entry at (b), for “an EEIG” substitute “a UKEIG or an EEIG establishment”.

(1)

S.I. 1989/638, amended by S.I. 2008/948, 2009/2399, 2011/1043, 2014/2382, 2015/17 and 2015/1695.

(2)

OJ L No. 199, 31.07.1985, p.1.

(3)

Regulation 5 was amended by S.I. 2009/2399, 2014/238 and 2015/1695.

(4)

Regulation 6 was amended by S.I. 2009/2399.

(5)

Regulation 7 was amended by S.I. 2009/2399.

(6)

Regulation 8 was amended by S.I. 2008/948 and 2009/2399.

(7)

OJ L No. 199, 31.07.1985, p.1.

(8)

Regulation 10 was amended by S.I. 2009/2399 and 2015/2017.

(9)

Regulation 11 was amended by S.I. 2009/2399.

(10)

Regulation 12 was amended by S.I. 2009/2399 and 2014/2382.

(11)

Regulation 13 was substituted by S.I. 2014/2382.

(12)

Regulation 18 was amended by S.I. 2008/948 and 2009/2399.

(13)

Regulation 19 was amended by S.I. 2009/2399.

(14)

S.I. 2012/1908, amended by S.I. 2016/621.

(15)

Regulation 4A was inserted by S.I. 2016/621.

(16)

Paragraph 5 was amended by S.I. 2016/621.

(17)

Schedule 2 was amended by S.I. 2016/621.

(18)

Schedule 3 was inserted by S.I. 2016/621.