The European Economic Interest Grouping Regulations 1989

Made: 10th April 1989

Laid before Parliament: 19th April 1989

Coming into force: 1st July 1989

The Secretary of State, being a Minister designated[^f00001] for the purposes of section 2(2) of the European Communities Act 1972[^f00002] in relation to measures relating to European Economic Interest Groupings and their members, in exercise of the powers conferred on him by that section and of all other powers enabling him in that behalf, hereby makes the following Regulations:—

PART I — GENERAL

Citation, commencement and extent

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These Regulations, which extend to the whole of the United Kingdom, may be cited as the European Economic Interest Grouping Regulations 1989 and shall come into force on 1st July 1989.

Interpretation

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• (1) In these Regulations—

• “the 1985 Act” means the Companies Act 1985[^f00003];

• “the 2006 Act” means the Companies Act 2006;

• “the Companies Acts” has the meaning given by section 2 of the 2006 Act;

• “the contract” means the contract for the formation of a UKEIG or an EEIG, as the case may be;

• “the EC Regulation” means Council Regulation (EEC) No. 2137/85[^f00004] on the European Economic Interest Grouping (EEIG);

• “EEIG” means a European Economic Interest Grouping, being a grouping—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 ; andregistered in a Member State;

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

• “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;

• “the registrar” has the same meaning as in the Companies Acts (see section 1060 of the 2006 Act);

• “UKEIG” means a UK Economic Interest Grouping;

and other expressions used in these Regulations and defined for the purposes of the Companies Acts or in relation to insolvency and winding up by the Insolvency Act 1986[^f00005] or, as regards Northern Ireland, by the Insolvency (Northern Ireland) Order 1989 have the meanings assigned to them by those provisions as if any reference to a company in any such definition were a reference to a UKEIG or an EEIG, as the case may be.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) In these Regulations, “certified translation” means a translation certified to be a correct translation—

• (a) if the translation was made in the United Kingdom, by

• (i) a notary public in any part of the United Kingdom;

• (ii) a solicitor (if the translation was made in Scotland), a solicitor of the Supreme Court of Judicature of England and Wales (if it was made in England or Wales), or a solicitor of the Supreme Court of Judicature of Northern Ireland (if it was made in Northern Ireland); or

• (iii) a person certified by a person mentioned above to be known to him to be competent to translate the document into English; or

• (b) if the translation was made outside the United Kingdom, by—

• (i) a notary public;

• (ii) a person authorised in the place where the translation was made to administer an oath;

• (iii) any of the British officials mentioned in section 6 of the Commissioners for Oaths Act 1889[^f00006];

• (iv) a person certified by a person mentioned in sub-paragraph (i), (ii) or (iii) of this paragraph to be known to him to be competent to translate the document into English.

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

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

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

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

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• (1) A manager of a UKEIG 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 ... 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) Where a notice is required to be delivered to the registrar under article 7(d) of the EC Regulation, the notice must contain—

• (a) in the case of an individual, the particulars specified in section 167J of the 2006 Act,

• (b) in the case of a body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in section 167K of the 2006 Act, and section 167J of that Act in respect of the person authorised to represent the manager, and

• (c) a statement that the person appointed has consented to act as a manager of the UKEIG.

• (3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3B) For the purposes of paragraph (3) above, a person’s service address may be stated to be “The UKEIG's official address”.

• (3C) A notice required to be delivered to the registrar under article 7(d) of the EC Regulation must state the date of the manager’s appointment.

• (3D) Notice of any changes to the particulars of a manager delivered under paragraph (3) must be delivered to the registrar stating the manager’s name registered prior to the change and the date on which the change took place.

• (3E) Notice of the termination of any manager’s appointment required to be delivered to the registrar under article 7(d) of the EC Regulation must state the manager’s name and the date on which the termination took place.

• (3F) Regulation 13 shall have effect for the purpose of the delivery of the notices required to be delivered to the registrar under this regulation.

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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For the purposes of national law on liquidation, winding up, insolvency or cessation of payments, a member of a UKEIG 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 Northern Ireland; or

• (ii) sequestration of his estate has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 1985[^f00007];

• (b) in the case of a partnership—

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

• (ii) a bankruptcy order has been made against each of the partnership’s members in England and Wales on a bankruptcy petition presented under Article 11(1) of the Insolvent Partnerships Order 1994;

• (iia) a bankruptcy order has been made against each of the partnership’s members in Northern Ireland on a bankruptcy petition presented under Article 11(1) of the Insolvent Partnerships Order (Northern Ireland) 1995; 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 the United Kingdom; 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)

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• (1) The competent authority for the purposes of making an application to the court under Article 32(1) of the EC Regulation (winding up of UKEIG in certain circumstances) shall be—

• (a) in the case of a UKEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland;

• (b) in any other case, the Secretary of State.

• (2) The court may, on an application by the appropriate authority, order the winding up of a UKEIG, if the UKEIG acts contrary to the public interest and it is expedient in the public interest that the UKEIG should be wound up and the court is of the opinion that it is just and equitable for it to be so.

• (2A) In paragraph (2) above “the appropriate authority” means—

• (a) in the case of a UKEIG whose official address is in Great Britain, the Secretary of State;

• (b) in the case of a UKEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland.

• (3) The court, on an application by the appropriate authority, may prohibit any activity carried on in the United Kingdom by a UKEIG where such an activity is in contravention of the public interest there.

• (4) In paragraph (3) above “the appropriate authority” means—

• (a) in the case of any activity carried on in Great Britain, the Secretary of State;

• (b) in the case of any activity carried on in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland.

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

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• (1) Where a UKEIG 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 UKEIG as if any reference in that Act ... to a director or past director of a company included a reference to a manager of the UKEIG and any other person who has or has had control or management of the UKEIG'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”.

• (1A) Where a UKEIG is wound up as an unregistered company under Part 6 of the Insolvency (Northern Ireland) Order 1989, the provisions of Part 6 shall apply in relation to the UKEIG as if—

• (a) any reference in that Order to a director or past director of a company included a reference to a manager of the UKEIG and any other person who has or has had control or management of the UKEIG's business; and

• (b) in Article 185(1) after “all the provisions” there were inserted “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 a UKEIG, the UKEIG shall be dissolved.

PART III — REGISTRATION ETC (ARTICLE 39 OF THE EC REGULATION)

Registration of EEIG whose official address is in the United Kingdom

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• (1) The registrar must, within the period beginning with IP completion day and ending at the end of the day after the day on which IP completion 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 IP completion day.

• (3) The registrar must issue a certificate to the UKEIG (a “certificate of conversion”) to confirm that the UKEIG has converted, on IP completion 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 IP completion 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 IP completion 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 IP completion day.

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

• (a) which immediately before IP completion 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 IP completion 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) as it applied in the European Union immediately before IP completion day.

Prohibition on registration of certain names

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

• (a) a new name under regulation 11; or

• (b) an EEIG establishment under regulation 12.

• (1) A UKEIG or an EEIG establishment shall not be registered in the United Kingdom ... above by a name which includes—

• (a) any of the words or abbreviations specified in inverted commas in paragraph 1 of Schedule 2 to the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015;

• (b) any word or abbreviation specified as similar to a word or abbreviation falling within sub-paragraph (a) above, within the meaning of paragraph 2 of that Schedule;

• (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;

• (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;

• (d) any expression or abbreviation specified as similar to an expression or abbreviation falling within sub-paragraph (c) or sub-paragraph (ca), as the case may be, within the meaning of paragraph 4 of that Schedule.

• (1A) The provisions specified in paragraph (1B) below apply to UKEIGs and EEIG establishments registered or in the process of being registered under these Regulations, as if they were companies formed and registered under the 2006 Act or in the process of being registered under the 2006 Act.

• (1B) The provisions are—

• (a) section 53 of the 2006 Act (prohibited names);

• (b) section 54 of that Act (names suggesting connection with government or public authority);

• (c) section 55 of that Act (other sensitive words or expressions);

• (d) section 56 of that Act (duty to seek comments of government department or other specified body) and any regulations made by virtue of that section;

• (e) section 57(3) of that Act (permitted characters etc);

• (f) section 66(1) of that Act (name not to be the same as another in the index) and any regulations made under that section.

• (1C) The provisions specified in paragraph (1B) above have effect with the following modifications—

• (a) any reference to the 2006 Act is to be read as including a reference to these Regulations;

• (b) the reference in section 56(4)(a) to a director or secretary of the company is to be read as a reference to a manager of the UKEIG or the EEIG establishment;

• (c) any requirement imposed by regulations under section 66 to disregard the words “UK Economic Interest Grouping”, “European Economic Interest Grouping” or the abbreviations “UKEIG” or “EEIG” where those words or that abbreviation appears in a name—

• (i) is to apply wherever in the name those words or that abbreviation appears; and

• (ii) is to be taken to include a requirement to disregard the authorised equivalents of those words or that abbreviation in official languages of the European Union other than English.

• (2) Schedule 3 to these Regulations sets out the authorised equivalents referred to in paragraph (1C)(c)(ii) above.

Change of name

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• (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (1A) Sections 67(1) and 68 of the 2006 Act (power to direct change of name in case of similarity to existing name) apply to UKEIGs and EEIG establishments, registered under these Regulations, as if they were companies formed and registered under the 2006 Act.

• (1B) In the application of section 68 of the 2006 Act to UKEIGs and EEIG establishments—

• (a) subsection (5) is to be read as if—

• (i) the reference in paragraph (b) to an officer of the company were a reference to an officer of the UKEIG or the EEIG, within the meaning of these Regulations; and

• (ii) the second sentence were omitted;

• (b) subsection (6) is to be read as if the reference to a daily default fine were omitted.

• (2) Paragraphs (2A) and (2B) below apply where the registrar receives notice of a change of name for a UKEIG or an EEIG establishment.

• (2A) If the registrar is satisfied—

• (a) that the new name complies with the requirements of regulation 10(1) and the provisions applied by regulation 10(1A) above, and

• (b) that any requirements applying under or by virtue of these Regulations with respect to a change of name are complied with,

the registrar shall enter the new name on the register in place of the former name.

• (2B) On the registration of the new name, the registrar shall issue a certificate of registration altered to meet the circumstances of the case.

• (3) A change of name for a UKEIG or an EEIG establishment has effect from the date on which the new certificate of registration is issued.

• (4) The change does not affect any rights or obligations of the UKEIG or the EEIG establishment or render defective any legal proceedings by or against it.

• (5) Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

Registration of establishment of EEIG whose official address is outside the United Kingdom

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• (1) The registrar for the purposes of registration under this regulation of an EEIG establishment situated in the United Kingdom where the EEIG’s official address is outside the United Kingdom shall be the registrar within the meaning of the Companies Acts.

• (2) For the purposes of registration under paragraph (1) above there shall be delivered, within one month of the establishment becoming so situated at any place in the United Kingdom, to the registrar at the registration office in England and Wales , Scotland or Northern Ireland, according to where the establishment is situated, a certified copy of the contract together with—

• (a) a certified translation into English of the contract and other documents and particulars to be filed with it under article 10 of the EC Regulation if the contract and other documents and particulars, or any part thereof, are not in English; ...

• (b) an application for registration containing the following particulars—

• (i) a statement of the names and particulars set out in the first paragraph of Article 5 and in Article 10 of the EC Regulation;

• (ii) the name of the Member State in which the official address of the EEIG is situated; and

• (iii) the address of the EEIG’s establishment being registered in the United Kingdom; and

• (c) a statement that all the requirements of these Regulations and of the EC Regulation as to registration have been complied with.

• (2A) An application under paragraph (2)(b) may also contain a statement under regulation 12A(2).

• (3) Paragraph (2) above shall not apply where an establishment is already registered in the United Kingdom under paragraph (1) above.

• (4) The registrar shall not register an EEIG establishment under this regulation unless he is satisfied that all the requirements of these Regulations and of the EC Regulation as to registration have been complied with but the registrar may accept a statement under paragraph (2)(c) as sufficient evidence of compliance.

• (5) Subject to paragraph (4) above, the registrar shall retain the copy of the contract, and any certified translation, delivered to him under paragraph (2) above and register the EEIG establishment.

• (6) Any communication or notice may be addressed to an EEIG where its official address is outside the United Kingdom at any of its establishments in the United Kingdom.

• (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (8) If an EEIG fails to comply with any provision of paragraph (2) above, the EEIG, and any officer of it who intentionally authorises or permits the default, is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale and if the failure to comply with any such provision continues after conviction, the EEIG and any such officer shall be guilty of a further offence of failure to comply with that provision and shall be liable to be proceeded against and punished accordingly.

• (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”.

Filing of documents

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• (1) This regulation applies to the documents and particulars which are—

• (a) referred to in paragraphs (a) to (j) of article 7 of the EC Regulation, and

• (b) are required to be filed ... in accordance with these Regulations.

• (2) The documents and particulars referred to in paragraph (1) must be delivered to the registrar—

• (a) in the case of a UKEIG, within 15 days of the event to which the document in question relates;

• (b) in the case of an EEIG ..., within 30 days of such event.

• (3) The following must be delivered to the registrar with any documents and particulars under paragraph (1)—

• (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,

• (b) a translation into English of any documents and particulars being delivered, or any part of those documents and particulars that are not in English, certified as an accurate translation.

• (4) Where a notice is filed in accordance with article 7(b) of the EC Regulation—

• (a) the notice must contain particulars of the address at which the establishment has been set up or closed, and

• (b) where , in the case of the closure of an EEIG establishment, the EEIG will have more than one address in the UK, the notice may contain particulars of an address in the United Kingdom at which the EEIG wishes to receive correspondence.

• (5) If a UKEIG or an EEIG fails to comply with any provision of this regulation, the UKEIG or the EEIG, and any officer of the UKEIG or the EEIG who intentionally authorises or permits the default, is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale and if the failure to comply with any such provision continues after conviction, the UKEIG or the EEIG and any such officer shall be guilty of a further offence of failure to comply with that provision and shall be liable to be proceeded against and punished accordingly.

Inspection of documents

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Any person may—

• (a) inspect any document or particulars kept by the registrar under these Regulations or a copy thereof; and

• (b) require the registrar to deliver or send by post to him a copy or extract of any such document or particulars or any part thereof.

Publication of documents in the Gazette and Official Journal of the Communities

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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.

EEIG identification

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• (1) If a UKEIG or an EEIG fails to comply with article 25 of the EC Regulation it is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale.

• (2) If an officer of a UKEIG or an EEIG or a person on its behalf issues or authorises the issue of any letter, order form or similar document not complying with the requirements of article 25 of the EC Regulation, he is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale.

PART IV — SUPPLEMENTAL PROVISIONS

Application of the Business Names Act 1985

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Application of the Companies Act 1985

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• (1) The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to UKEIGs and EEIG establishments registered or in the process of being registered under these Regulations, as if they were companies formed and registered or in the process of being registered under the 2006 Act.

• (2) The provisions applied have effect with the following adaptations—

• (a) any reference to the 1985 Act , the 2006 Act or the Companies Acts includes a reference to these Regulations;

• (b) any reference to a registered office includes a reference to an official address;

• (ba) any reference to the register is to be read as a reference to the Groupings register;

• (bb) any reference to an officer of a company is to be read as a reference to an officer of a UKEIG or an EEIG, within the meaning of these Regulations;

• (c) any reference to a daily default fine shall be omitted.

• (3) The provisions applied also have effect subject to any limitations mentioned in relation to those provisions in that Schedule.

• (4) In this regulation “the Groupings register” means—

• (a) the documents and particulars required to be kept by the registrar under these Regulations; and

• (b) the records falling within section 1080(1) of the 2006 Act which relate to UKEIGs or EEIG establishments.

• (5) This regulation does not affect the application of provisions of the Companies Acts to UKEIGs or EEIG establishments otherwise than by virtue of this regulation.

Application of Insolvency Act 1986

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• (1) Part III of the Insolvency Act 1986 shall apply to UKEIGs and EEIG establishments registered under these Regulations in England and Wales or Scotland, as if they were companies registered under the 2006 Act.

• (1A) Part 4 of the Insolvency (Northern Ireland) Order 1989 shall apply to UKEIGs and EEIG establishments registered under these Regulations in Northern Ireland, as if they were companies registered under the 2006 Act.

• (2) Section 120 of the Insolvency Act 1986 shall apply to a UKEIG and an EEIG establishment registered under these Regulations in Scotland, as if it were a company registered in Scotland the paid-up or credited as paid-up share capital of which did not exceed £120,000 and as if in that section any reference to the Company’s registered office were a reference to the official address of the UKEIG or the EEIG.

Application of the Company Directors Disqualification Act 1986

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• (1) Where a UKEIG or an EEIG establishment is wound up as an unregistered company under Part V of the Insolvency Act 1986, the provisions of sections 1, 2, 4 to 7, 8, 9, 10, 11, 12(2), 15 to 17, 20 and 22 of, and Schedule 1 to, the Company Directors Disqualification Act 1986[^f00010] shall apply in relation to the UKEIG or the EEIG establishment as if any reference to a director or past director of a company included a reference to a manager of the UKEIG or the EEIG establishment and any other person who has or has had control or management of the UKEIG's or the EEIG establishment's business and the UKEIG or the EEIG establishment were a company as defined by section 22(2)(b) of that Act.

• (2) Where a UKEIG or an EEIG establishment is wound up as an unregistered company under Part 6 of the Insolvency (Northern Ireland) Order 1989 the provisions of Articles 2(2) to (6), 3, 5, 7 to 11, 13, 14, 15, 16(2), 19 to 21 and 23 of, and Schedule 1 to, the Company Directors Disqualification (Northern Ireland) Order 2002 shall apply in relation to the UKEIG or the EEIG establishment as if—

• (a) any reference to a director or past director of a company included a reference to a manager of the UKEIG or the EEIG establishment and any other person who has or has had control or management of the UKEIG's or the EEIG establishment's business; and

• (b) the UKEIG or the EEIG establishment were a company as defined by Article 2(2) of that Order.

Penalties

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SCHEDULE 1

THE COUNCIL OF THE EUROPEAN COMMUNITIES

Having regard to the Treaty establishing the European Economic Community, and in particular Article 235 thereof,

Having regard to the proposal from the Commission,[^f00011] Having regard to the opinion of the European Parliament,[^f00012]

Having regard to the opinion of the Economic and Social Committee,[^f00013]

Whereas a harmonious development of economic activities and a continuous and balanced expansion throughout the Community depend on the establishment and smooth functioning of a common market offering conditions analogous to those of a national market; whereas to bring about this single market and to increase its unity a legal framework which facilitates the adaptation of their activities to the economic conditions of the Community should be created for natural persons, companies, firms and other legal bodies in particular; whereas to that end it is necessary that those natural persons, companies, firms and other legal bodies should be able to co-operate effectively across frontiers;

Whereas co-operation of this nature can encounter legal, fiscal or psychological difficulties; whereas the creation of an appropriate Community legal instrument in the form of a European Economic Interest Grouping would contribute to the achievement of the abovementioned objectives and therefore proves necessary;

Whereas the Treaty does not provide the necessary powers for the creation of such a legal instrument;

Whereas a grouping’s ability to adapt to economic conditions must be guaranteed by the considerable freedom for its members in their contractual relations and the internal organization of the grouping;

Whereas a grouping differs from a firm or company principally in its purpose, which is only to facilitate or develop the economic activities of its members to enable them to improve their own results, whereas, by reason of that ancillary nature, a grouping’s activities must be related to the economic activities of its members but not replace them so that, to that extent, for example, a grouping may not itself, with regard to third parties, practise a profession, the concept of economic activities being interpreted in the widest sense;

Whereas access to grouping form must be made as widely available as possible to natural persons, companies, firms and other legal bodies, in keeping with the aims of this Regulation; whereas this Regulation shall not, however, prejudice the application at national level of legal rules and/or ethical codes concerning the conditions for the pursuit of business and professional activities;

Whereas this Regulation does not itself confer on any person the right to participate in a grouping, even where the conditions it lays down are fulfilled;

Whereas the power provided by this Regulation to prohibit or restrict participation in a grouping on grounds of public interest is without prejudice to the laws of Member States which govern the pursuit of activities and which may provide further prohibitions or restrictions or otherwise control or supervise participation in a grouping by any natural person, company, firm or other legal body or any class of them;

Whereas, to enable a grouping to achieve its purpose, it should be endowed with legal capacity and provision should be made for it to be represented vis-a,-vis third parties by an organ legally separate from its membership;

Whereas the protection of third parties requires widespread publicity; whereas the members of a grouping have unlimited joint and several liability for the grouping’s debts and other liabilities, including those relating to tax or social security, without, however, that principle’s affecting the freedom to exclude or restrict the liability of one or more of its members in respect of a particular debt or other liability by means of a specific contract between the grouping and a third party;

Whereas matters relating to the status or capacity of natural persons and to the capacity of legal persons are governed by national law;

Whereas the grounds for winding up which are peculiar to the grouping should be specific while referring to national law for its liquidation and the conclusion thereof;

Whereas groupings are subject to national laws relating to insolvency and cessation of payments; whereas such laws may provide other grounds for the winding up of groupings;

Whereas this Regulation provides that the profits or losses resulting from the activities of a grouping shall be taxable only in the hands of its members; whereas it is understood that otherwise national tax laws apply, particularly as regards the apportionment of profits, tax procedures and any obligations imposed by national tax law;

Whereas in matters not covered by this Regulation the laws of the Member States and Community law are applicable, for example with regard to:

• (a) social and labour laws,

• (b) competition law,

• (c) intellectual property law;

Whereas the activities of groupings are subject to the provisions of Member States' laws on the pursuit and supervision of activities; whereas in the event of abuse or circumvention of the laws of a Member State by a grouping or its members that Member State may impose appropriate sanctions;

Whereas the Member States are free to apply or to adopt any laws, regulations or administrative measures which do not conflict with the scope or objectives of this Regulation;

Whereas this Regulation must enter into force immediately in its entirety; whereas the implementation of some provisions must nevertheless be deferred in order to allow the Member States first to set up the necessary machinery for the registration of groupings in their territories and the disclosure of certain matters relating to groupings; whereas, with effect from the date of implementation of this Regulation, groupings set up may operate without territorial restrictions,

HAS ADOPTED THIS REGULATION:

Article 1

1

European Economic Interest Groupings shall be formed upon the terms, in the manner and with the effects laid down in this Regulation.

2

A grouping so formed shall, from the date of its registration as provided for in Article 6, have the capacity, in its own name, to have rights and obligations of all kinds, to make contracts or accomplish other legal acts, and to sue and be sued.

3

The Member States shall determine whether or not groupings registered at their registries, pursuant to Article 6, have legal personality.

Article 2

Article 3

Article 4

4

Any Member State may, on grounds of that State’s public interest, prohibit or restrict participation in groupings by certain classes of natural persons, companies, firms, or other legal bodies.

Article 5

A contract for the formation of a grouping shall include at least:

• (a) the name of the grouping preceded or followed either by the words “European Economic Interest Grouping” or by the initials “EEIG”, unless those words or initials already form part of the name;

• (b) the official address of the grouping;

• (c) the objects for which the grouping is formed;

• (d) the name, business name, legal form, permanent address or registered office, and the number and place of registration, if any, of each member of the grouping;

• (e) the duration of the grouping, except where this is indefinite.

Article 6

A grouping shall be registered in the State in which it has its official address, at the registry designated pursuant to Article 39(1).

Article 7

A contract for the formation of a grouping shall be filed at the registry referred to in Article 6.

The following documents and particulars must also be filed at that registry:

• (a) any amendment to the contract for the formation of a grouping, including any change in the composition of a grouping;

• (b) notice of the setting up or closure of any establishment of the grouping;

• (c) any judicial decision establishing or declaring the nullity of a grouping, in accordance with Article 15;

• (d) notice of the appointment of the manager or managers of a grouping, their names and any other identification particulars required by the law of the Member State in which the register is kept, notification that they may act alone or must act jointly, and the termination of any manager’s appointment;

• (e) notice of a member’s assignment of his participation in a grouping or a proportion thereof, in accordance with Article 22(1);

• (f) any decision by members ordering or establishing the winding up of a grouping, in accordance with Article 31, or any judicial decision ordering such winding up, in accordance with Articles 31 or 32;

• (g) notice of the appointment of the liquidator or liquidators of a grouping, as referred to in Article 35, their names and any other identification particulars required by the law of the Member State in which the register is kept, and the termination of any liquidator’s appointment;

• (h) notice of the conclusion of a grouping’s liquidation, as referred to in Article 35(2);

• (i) any proposal to transfer the official address, as referred to in Article 14(1);

• (j) any clause exempting a new member from the payment of debts and other liabilities which originated prior to his admission, in accordance with Article 26(2).

Article 8

The following must be published, as laid down in Article 39, in the gazette referred to in paragraph 1 of that Article:

• (a) the particulars which must be included in the contract for the formation of a grouping pursuant to Article 5, and any amendments thereto;

• (b) the number, date and place of registration as well as notice of the termination of that registration;

• (c) the documents and particulars referred to in Article 7(b) to (j).

The particulars referred to in (a) and (b) must be published in full. The documents and particulars referred to in (c) may be published either in full or in extract form or by means of a reference to their filing at the registry, in accordance with the national legislation applicable.

Article 9

Article 10

Any grouping establishment situated in a Member State other than that in which the official address is situated shall be registered in that State. For the purpose of such registration, a grouping shall file, at the appropriate registry in that Member State, copies of the documents which must be filed at the registry of the Member State in which the official address is situated, together, if necessary, with a translation which conforms with the practice of the registry where the establishment is registered.

Article 11

Notice that a grouping has been formed or that the liquidation of a grouping has been concluded stating the number, date and place of registration and the date, place and title of publication, shall be given in the Official Journal of the European Communities after it has been published in the gazette referred to in Article 39(1).

Article 12

The official address referred to in the contract for the formation of a grouping must be situated in the Community.

The official address must be fixed either:

• (a) where the grouping has its central administration, or

• (b) where one of the members of the grouping has its central administration or, in the case of a natural person, his prinicipal activity, provided that the grouping carries on an activity there.

Article 13

The official address of a grouping may be transferred within the Community.

When such a transfer does not result in a change in the law applicable pursuant to Article 2, the decision to transfer shall be taken in accordance with the conditions laid down in the contract for the formation of the grouping.

Article 14

Article 15

Article 16

Article 17

Article 18

Each member shall be entitled to obtain information from the manager or managers concerning the grouping’s business and to inspect the grouping’s books and business records.

Article 19

Article 20

Article 21

Article 22

Article 23

No grouping may invite investment by the public.

Article 24

Article 25

Letters, order forms and similar documents must indicate legibly:

• (a) the name of the grouping preceded or followed either by the words “European Economic Interest Grouping” or by the initials “EEIG”, unless those words or initials already occur in the name;

• (b) the location of the registry referred to in Article 6, in which the grouping is registered, together with the number of the grouping’s entry at the registry;

• (c) the grouping’s official address;

• (d) where applicable, that the managers must act jointly;

• (e) where applicable, that the grouping is in liquidation, pursuant to Article 15, 31, 32 or 36.

Every establishment of a grouping, when registered in accordance with Article 10, must give the above particulars, together with those relating to its own registration, on the documents referred to in the first paragraph of this Article uttered by it.

Article 26

Article 27

Article 28

Article 29

As soon as a member ceases to belong to a grouping, the manager or managers must inform the other members of that fact; they must also take the steps required as listed in Articles 7 and 8. In addition, any person concerned may take those steps.

Article 30

Except where the contract for the formation of a grouping provides otherwise and without prejudice to the rights acquired by a person under Articles 22(1) or 28(2), a grouping shall continue to exist for the remaining members after a member has ceased to belong to it, in accordance with the conditions laid down in the contract for the formation of the grouping or determined by unanimous decision of the members in question.

Article 31

Article 32

Article 33

When a member ceases to belong to a grouping for any reason other than the assignment of his rights in acordance with the conditions laid down in Article 22(1), the value of his rights and obligations shall be determined taking into account the assets and liabilities of the grouping as they stand when he ceases to belong to it.

The value of the rights and obligations of a departing member may not be fixed in advance.

Article 34

Without prejudice to Article 37(1), any member who ceases to belong to a grouping shall remain answerable, in accordance with the conditions laid down in Article 24, for the debts and other liabilities arising out of the grouping’s activities before he ceased to be a member.

Article 35

Article 36

Groupings shall be subject to national laws governing insolvency and cessation of payments. The commencement of proceedings against a grouping on grounds of its insolvency or cessation of payments shall not by itself cause the commencement of such proceedings against its members.

Article 37

Article 38

Where a grouping carries on any activity in a Member State in contravention of that State’s public interest, a competent authority of that State may prohibit that activity. Review of that competent authority’s decision by a judicial authority shall be possible.

Article 39

Article 40

The profits or losses resulting from the activities of a grouping shall be taxable only in the hands of its members.

Article 41

Article 42

Article 43

This Regulation shall enter into force on the third day following its publication in the Official Journal of the European Communities.

It shall apply from 1 July 1989, with the exception of Articles 39, 41 and 42 which shall apply as from the entry into force of the Regulation. This Regulation shall be binding in its entirety and directly applicable in all Member States.

SCHEDULE 2

SCHEDULE 3 — AUTHORISED EQUIVALENTS IN ... COMMUNITY OFFICIAL LANGUAGES OF “EUROPEAN ECONOMIC INTEREST GROUPING” AND “EEIG”

DANISH:

Europæiske Økonomiske Firmagruppe (EØFG)

DUTCH:

FRENCH:

GERMAN:

GREEK:

IRISH:

ITALIAN:

PORTUGUESE:

SPANISH:

SCHEDULE 4 — PROVISIONS OF COMPANIES ACTS APPLYING TO UKEIGs AND EEIG ESTABLISHMENTS

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

section 432(1), (2) and (2A).

6

section 434 so far as it refers to inspectors appointed under section 432 as applied by regulation 18 above and this Schedule.

7

section 436 so far as it refers to inspectors appointed under section 432, and to section 434, as applied by regulation 18 above and this Schedule.

8

sections 437 and 439.

9

section 441 so far as it applies to inspectors appointed under section 432 as applied by regulation 18 above and this Schedule.

10

sections 447 and 447A, ....

11

sections 448 to 452.

12

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Part XVIII relating to floating charges and receivers (Scotland).

14

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Signed

Francis Maude — Parliamentary Under Secretary of State, — Department of Trade and Industry — 10th April 1989

Explanatory note

(This note is not part of the Regulations)

These Regulations make provisions in respect of European Economic Interest Groupings formed under article 1 of the Council Regulation (EEC) No. 2137/85, which provides a legal framework for groupings of natural persons, companies, firms and other legal entities to enable them to co-operate effectively when carrying on business activities across national frontiers within the European Community. Such groupings, which have their official address in Great Britain, when registered there under these Regulations are bodies corporate and their members have unlimited joint and several liability for the debts and liabilities of such groupings.

The EC Regulation is directly applicable in UK law but these Regulations are necessary for implementation in part of the Community obligations and for other purposes mentioned in section 2(2) of the European Communities Act 1972. In particular certain provisions are left for national law by the EC Regulation. Articles 35 and 36 provide that groupings shall be subject to national laws governing their winding up and the conclusion of their liquidation and insolvency and cessation of payments. Regulation 8 of these Regulations provides for modifications to Part V of the Insolvency Act 1986, where a grouping is wound up as an unregistered company under Part V. Accordingly the Court has power to wind up a grouping in the circumstances set out in articles 31 and 32 or the grouping may be wound up voluntarily in the circumstances set out in article 31; and a grouping is dissolved after 3 months of the receipt by the registrar of a notice of the conclusion of the liquidation, whether or not the grouping has been wound up by the Court.

Footnotes

[^f00001]: S.I. 1988/785.

[^f00002]: 1972 c. 68.

[^f00003]: 1985 c. 6.

[^f00004]: OJ No. L199, 31.7.1985, p.1.

[^f00005]: 1986 c. 45.

[^f00006]: 1889 c. 10; section 6 was amended by the Oaths and Evidence (Overseas Authorities and Countries) Act 1963 (c. 27), section 3.

[^f00007]: 1985 c. 66.

[^f00010]: 1986 c. 46.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Europese Economische Samenwerkingsverbanden (EESV)

Groupement Européen d'intérêt économique (GEIE)

Europäische Wirtschaftliche Interessenvereinigung (EWIV)

Ευρωπαϊκός όμιλος οικονομικού σκοπού (ΕΟΟΣ) (written phonetically in letters of the Latin alphabet as “Evropaikos omilos economicou skopou (EOOS)”)

Grupail Eorpach um Leas Eacnamaioch (GELE)

Gruppo Europeo di Interesse Economico (GEIE)

Agrupamento Europeu de Interesse Econômico (AEIE)

Agrupación Europea de Interés Económico (AEIE)

Editorial notes

[^key-fe5668f81b025227442e2ae1867fdbfe]: Reg. 1 in force at 1.7.1989, see reg. 1

[^key-261e6f70da6fe0af0af8b5a1e755b940]: Sch. 3 in force at 1.7.1989, see reg. 1

[^key-89744e370f7d550929cd9150f72e6ccf]: Sch. 4 para. 12 in force at 1.7.1989, see reg. 1

[^key-1b468b6d6008ac53e94f70df4a06a1f0]: Sch. 4 para. 24 in force at 1.7.1989, see reg. 1

[^key-b67d1f368381d8bae27a02b883dd181b]: Sch. 4 para. 16 in force at 1.7.1989, see reg. 1

[^key-c2f7d0fb77e8d0634c427752a7d2003c]: Sch. 4 para. 1 in force at 1.7.1989, see reg. 1

[^key-5aa32e850196df09ac4dd682d88182c7]: Sch. 4 para. 4 in force at 1.7.1989, see reg. 1

[^key-8ba46ed20aebb11226e2c491b4fbd6bc]: Sch. 4 para. 5 in force at 1.7.1989, see reg. 1

[^key-41ae0973368209f5eb29f0bfec0a46a9]: Sch. 4 para. 8 in force at 1.7.1989, see reg. 1

[^key-e67c9ed4495342ff6ae10c7023721992]: Sch. 4 para. 10 in force at 1.7.1989, see reg. 1

[^key-5da808561e77f61865c75cdaad017f2f]: Sch. 4 para. 14 in force at 1.7.1989, see reg. 1

[^key-c224dea5b74eea2e1b243d4fbe14b2e0]: Sch. 4 para. 23 in force at 1.7.1989, see reg. 1

[^key-56d3d5625944d0612625cced85b2fa1e]: Reg. 2 in force at 1.7.1989, see reg. 1

[^key-a05448f862aa7f9708731cf17e2441e7]: Reg. 8 in force at 1.7.1989, see reg. 1

[^key-c54e92daefbc422de34f65b2a082c4ac]: Reg. 5 in force at 1.7.1989, see reg. 1

[^key-9e14a73d99cf2636a328e127474073bf]: Reg. 6 in force at 1.7.1989, see reg. 1

[^key-89346bf114992bfbf44754eacc28ba3f]: Reg. 7 in force at 1.7.1989, see reg. 1

[^key-a84b026a687b00bf4c15bca364cd6c0a]: Reg. 10 in force at 1.7.1989, see reg. 1

[^key-2dd7af7ab8190aba350f4a0c5ad57c5d]: Reg. 11 in force at 1.7.1989, see reg. 1

[^key-29a9d44030e836b2fce75c112984e178]: Reg. 12 in force at 1.7.1989, see reg. 1

[^key-63edfe77fad67b29d917b848410182bc]: Reg. 19 in force at 1.7.1989, see reg. 1

[^key-41a0cae526407303d05b7ed1a8fce35b]: Reg. 20 in force at 1.7.1989, see reg. 1

[^key-862592c9a5c6e5e0db886b403e7d38a6]: Reg. 16 in force at 1.7.1989, see reg. 1

[^key-2061a8e06ace81140e308be1317999b5]: Reg. 14 in force at 1.7.1989, see reg. 1

[^key-e846cb2b37e64154c885cb44adf180c1]: Sch. 4 para. 2 in force at 1.7.1989, see reg. 1

[^key-ead9b3cd1e8224ee841353df8b5093b0]: Sch. 4 para. 3 in force at 1.7.1989, see reg. 1

[^key-885ef6daaf1aaa80cff212f8116ed1ca]: Sch. 4 para. 6 in force at 1.7.1989, see reg. 1

[^key-4f87227f7c344defc7c3ee1431b488df]: Sch. 4 para. 7 in force at 1.7.1989, see reg. 1

[^key-85867caceba3997ee45184cceb0b2296]: Sch. 4 para. 9 in force at 1.7.1989, see reg. 1

[^key-94c25409b49805c12000deb99f9e1e42]: Sch. 4 para. 11 in force at 1.7.1989, see reg. 1

[^key-7d8bc3c816fb82423a0c25b6b8cf3e74]: Sch. 4 para. 13 in force at 1.7.1989, see reg. 1

[^key-8c6594e2c5d3e528fdfc01abf733191a]: Sch. 4 para. 15 in force at 1.7.1989, see reg. 1

[^key-24d552f28218e2e44b3263e784d7707b]: Sch. 4 para. 17 in force at 1.7.1989, see reg. 1

[^key-494837071095e43ff64db1513b50a059]: Sch. 4 para. 18 in force at 1.7.1989, see reg. 1

[^key-3705e957747c3f46f53f390fcb27ef31]: Sch. 4 para. 19 in force at 1.7.1989, see reg. 1

[^key-e0f9eaa6e3840f6d1fa6366f5aa15d38]: Sch. 4 para. 20 in force at 1.7.1989, see reg. 1

[^key-f808fac1a03a7e718c41c794de0197d1]: Sch. 4 para. 21 in force at 1.7.1989, see reg. 1

[^key-09ec1c5e1328f84b20f1964c6405b9e7]: Sch. 4 para. 22 in force at 1.7.1989, see reg. 1

[^key-4beb51fdb5707b36645745dfd1bec93f]: Sch. 4 Pt. 1 heading inserted (6.4.2008) by virtue of The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 164(3) (with arts. 6, 11, 12)

[^key-c69aef11001bf4ec8608eabb5768b941]: Sch. 4 Pt. 2 inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 164(5) (with arts. 6, 11, 12)

[^key-cce1c00a465500d66c5010a8d48ed83a]: Sch. 4 para. 12 omitted (6.4.2008) by virtue of The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 164(4) (with arts. 6, 11, 12)

[^M_F_5804a28e-5114-415b-c62e-ad1614ad093d]: Sch. 4 para. 24 omitted (6.4.2008) by virtue of The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 164(4) (with arts. 6, 11, 12)

[^key-e25bcd7391d054dd0bbd870f4df8bee9]: Words in Sch. 4 title substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 164(2) (with arts. 6, 11, 12)

[^key-d4c40352ca01678e7544e389218f18dc]: Words in reg. 2(1) inserted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 161(2) (with arts. 6, 11, 12)

[^key-796c6e76ca79563b86369eec4af25103]: Words in reg. 2(1) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 161(3) (with arts. 6, 11, 12)

[^key-6bcd2810f9d1ca4b3be844d9912d4b50]: Words in reg. 8(1) omitted (6.4.2008) by virtue of The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 162 (with arts. 6, 11, 12)

[^key-1affb50038de9ca73a7f4152cca35ff7]: Reg. 18 substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), art. 2(2), Sch. 1 para. 163 (with arts. 6, 11, 12)

[^key-6ebae310bda71e4c3cff76f15c4f54f1]: Regulations extended (N.I.) (1.10.2009) by Companies Act 2006 (c. 46), ss. 1286(1)(d), 1300(2); S.I. 2008/2860, art. 3(z) (with arts. 7, 8, Sch. 2 para. 1)

[^key-ed8e95d6324c3a53771d23a82eeef4f6]: Sch. 4 paras. 1-4 omitted (1.10.2009) by virtue of The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 23(2)(a) (with reg. 2)

[^key-0505959ec536bf31c9d1d2aef3d3bed4]: Sch. 4 paras. 14-23 omitted (1.10.2009) by virtue of The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 23(2)(e) (with reg. 2)

[^key-e55ac64ba541463e72412d3e96d49529]: Sch. 4 Pt. 2 paras. 25-40 substituted for Sch. 4 Pt. 2 paras. 1, 2 (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 23(3) (with reg. 2)

[^key-6c01c5ab289f338d7daf7fa4d29ee903]: Reg. 12A inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 16 (with reg. 2)

[^key-005c43c45f63bc98589e1fcbea7a98b2]: Words in reg. 1 substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 4 (with reg. 2)

[^key-91e2015aabae1902d03d8082d8ad833d]: Words in reg. 2(1) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 5(2)(a) (with reg. 2)

[^key-417f1ee56a856234249f722013b75d85]: Words in reg. 2(1) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 5(2)(b) (with reg. 2)

[^key-0b389b7dd652df66eda753bc45c89ce7]: Words in reg. 2(1) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 5(2)(c) (with reg. 2)

[^key-8086074ce51a9b7bf83b94905d321bf1]: Words in reg. 2(1) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 5(2)(d) (with reg. 2)

[^key-52487d99e5e08f1af93e2bd90390b1ae]: Reg. 5(3)-(3B) substituted for reg. 5(3) (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 8(3) (with regs. 2, 8(5)-(8))

[^key-3cd6ea9a11fe4c4eb797b37620aa1b7e]: Reg. 5(4) omitted (1.10.2009) by virtue of The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 8(4) (with regs. 2, 8(5)-(8))

[^key-28b6634c323cd1f8e6d327864799d50e]: Words in reg. 6(a)(i) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 9(2) (with reg. 2)

[^key-921e0f2e3adb135821ef93acff08a6a9]: Words in reg. 6(b)(i) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 9(3)(a) (with reg. 2)

[^key-7632ebf8c47f625d217d1bed9d01174d]: Reg. 6(b)(ii)(iia) substituted for reg. 6(b)(ii) (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 9(3)(b) (with reg. 2)

[^key-6d9116773e1644a5b78c63a3a5197c41]: Words in reg. 6(c) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 9(4) (with reg. 2)

[^key-39f62f5b5ea64bd60ec05fa953647aa2]: Reg. 7(2A) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 10(4) (with reg. 2)

[^key-dfe63fa5ac5b55235aba8e077dc5eaca]: Reg. 7(4) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 10(6) (with reg. 2)

[^key-49630a6c661b4a4e18665b18cac16319]: Reg. 7(1) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 10(2) (with reg. 2)

[^key-d39b437d886335220335f40dbfbc7eca]: Words in reg. 7(2) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 10(3)(a) (with reg. 2)

[^key-8f4759137f49254a6f8b451ae652c921]: Words in reg. 7(3) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 10(5)(a) (with reg. 2)

[^key-e65e505d1f84d92b547ae0d554724b0f]: Reg. 8(1A) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 11 (with reg. 2)

[^key-95eb24435dcc94d6ccb16581778ece1a]: Reg. 10(1)(1A)-(1C)(2) substituted for reg. 10(1)(2) (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 13 (with reg. 2)

[^key-a0860fe54256d5db7f3341c502c1bf5a]: Reg. 11(1A)(1B) inserted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 14(3) (with reg. 2)

[^key-72ec0f03d47a7a0c7a0a6a56ed12f1e4]: Reg. 11(2)-(5) substituted for reg. 11(2)(3) (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 14(4) (with reg. 2)

[^key-cf368aa2915f71e59fcdf154b39ea31a]: Reg. 11(1) omitted (1.10.2009) by virtue of The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 14(2) (with reg. 2)

[^key-25ee769243ea0e4e03fc7b8bc5a976ff]: Words in reg. 12(2) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 15(3)(a) (with reg. 2)

[^key-0f866f593e647318f3b0b87c7b02da96]: Words in reg. 12(2) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 15(3)(b) (with reg. 2)

[^key-dfd3f934aa14ff2af82bb1d5627a4db2]: Words in reg. 12(1) substituted (1.10.2009) by The European Economic Interest Grouping (Amendment) Regulations 2009 (S.I. 2009/2399), regs. 1(2), 15(2)(a) (with reg. 2)