OpenLegislation

The European Economic Interest Grouping Regulations 1989

S.I. 1989/638 · Made 10 April 1989

Up to date with all changes known to legislation.gov.uk, revised to 18 November 2025.

EUROPEAN COMMUNITIES

Made 10th April 1989

Laid before Parliament 19th April 1989

Coming into force 1st July 1989

The Secretary of State, being a Minister designatedf1 for the purposes of section 2(2) of the European Communities Act 1972f2 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:—C1

Annotations to the whole text

Modifications

C1

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)

Footnotes

f1

S.I. 1988/785.

f2

1972 c. 68.

Contents

  1. Part I: GENERAL
  2. 1Citation, commencement and extent
  3. 2Interpretation
  4. Part II: PROVISIONS RELATING TO ARTICLES 1–38 OF THE EC REGULATION
  5. 3Legal personality (Article 1(3) of the EC Regulation) Repealed
  6. 4Transfer of official address (Article 14 of the EC Regulation) Repealed
  7. 5Managers (Article 19(2) of the EC Regulation)
  8. 6Cessation of membership (Article 28(1) of the EC Regulation)
  9. 7Competent authority (Article 32(1) ... of the EC Regulation)
  10. 8Winding up and conclusion of liquidation (Articles 35 and 36 of the EC Regulation)
  11. Part III: REGISTRATION ETC (ARTICLE 39 OF THE EC REGULATION)
  12. 9Amendment of the register on conversion and issue of certificate of conversion
  13. 10Prohibition on registration of certain names
  14. 11Change of name
  15. 12Registration of establishment of EEIG whose official address is outside the United Kingdom
  16. 12ARegistration under alternative name
  17. 13Delivery of documents
  18. 14Inspection of documents
  19. 15Publication of documents in the Gazette
  20. 16UKEIG and EEIG establishment identification
  21. Part IV: SUPPLEMENTAL PROVISIONS
  22. 17Application of the Business Names Act 1985 Repealed
  23. 18Application of provisions of the Companies Acts
  24. 19Application of insolvency legislation
  25. 20Application of legislation relating to disqualification of directors
  26. 21Penalties Repealed
  27. Signature
  28. Schedule 1Schedule 1 Repealed
  29. Schedule 2Schedule 2 Repealed
  30. Schedule 3AUTHORISED EQUIVALENTS IN ... COMMUNITY OFFICIAL LANGUAGES OF “EUROPEAN ECONOMIC INTEREST GROUPING” AND “EEIG”
  31. Schedule 4: PROVISIONS OF COMPANIES ACTS APPLYING TO UKEIGs AND EEIG ESTABLISHMENTS
  32. Part 1: PROVISIONS OF COMPANIES ACT 1985
  33. 1Paragraph 1 Repealed
  34. 2Paragraph 2 Repealed
  35. 3Paragraph 3 Repealed
  36. 4Paragraph 4 Repealed
  37. 5Paragraph 5
  38. 6Paragraph 6
  39. 7Paragraph 7
  40. 8Paragraph 8
  41. 9Paragraph 9
  42. 10Paragraph 10
  43. 11Paragraph 11
  44. 12Paragraph 12 Repealed
  45. 13Paragraph 13
  46. 14Paragraph 14 Repealed
  47. 15Paragraph 15 Repealed
  48. 16Paragraph 16 Repealed
  49. 17Paragraph 17 Repealed
  50. 18Paragraph 18 Repealed
  51. 19Paragraph 19 Repealed
  52. 20Paragraph 20 Repealed
  53. 21Paragraph 21 Repealed
  54. 22Paragraph 22 Repealed
  55. 23Paragraph 23 Repealed
  56. 24Paragraph 24 Repealed
  57. Part 2: PROVISIONS OF COMPANIES ACT 2006
  58. 25Paragraph 25
  59. 26Paragraph 26
  60. 27Paragraph 27
  61. 28Paragraph 28
  62. 29Paragraph 29
  63. 30Paragraph 30
  64. 31Paragraph 31
  65. 32Paragraph 32
  66. 32AParagraph 32A
  67. 33Paragraph 33
  68. 34Paragraph 34
  69. 35Paragraph 35
  70. 36Paragraph 36
  71. 36AParagraph 36A
  72. 36BParagraph 36B
  73. 37Paragraph 37
  74. 38Paragraph 38
  75. 39Paragraph 39
  76. 40Paragraph 40
  77. Explanatory note

1Citation, commencement and extentI1

These Regulations, which extend to F1the 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.

2InterpretationI1

(1)

In these Regulations—

  • “the 1985 Act” means the Companies Act 1985f1;

  • F1“the 2006 Act” means the Companies Act 2006;

  • F2“the Companies Acts” has the meaning given by section 2 of F3the 2006 Act;

  • “the contract” means the contract for the formation of F4a UKEIG or an EEIG, as the case may be;

  • “the EC Regulation” means Council Regulation (EEC) No. 2137/85f2 F5on the European Economic Interest Grouping (EEIG);

  • F6“EEIG” means a European Economic Interest Grouping, being a grouping—

    1. (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 ; and

    2. (b)

      registered in a Member State;

  • F7“EEIG establishment” means an establishment of an EEIG where the establishment is registered in the United Kingdom;

  • F8“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;

  • F9“the registrar” has the same meaning as in the Companies Acts (see section 1060 of the 2006 Act);

  • F10“UKEIG” means a UK Economic Interest Grouping;

and other expressions used in these Regulations and defined F11for the purposes of the Companies Acts or in relation to insolvency and winding up by the Insolvency Act 1986f3 F12or, 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 F13a UKEIG or an EEIG, as the case may be.

F14(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 1889f4;

(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.

3Legal personality (Article 1(3) of the EC Regulation)F1

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

4Transfer of official address (Article 14 of the EC Regulation)F1

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

5Managers (Article 19(2) of the EC Regulation)I1

(1)

A manager of F1a 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 F2... 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.

(F3F43)

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 F5section 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 F6section 167K of the 2006 Act, and F7section 167J of that Act in respect of the person authorised to represent the manager, and

(c)

F8a statement that the person appointed has consented to act as a manager of the F9UKEIG.

F10(3A)

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

(3B)

For the purposes of paragraph F11(3) above, a person’s service address may be stated to be “The F12UKEIG's official address”.

F13(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.

F14(4)

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

6Cessation of membership (Article 28(1) of the EC Regulation)I1

For the purposes of national law on liquidation, winding up, insolvency or cessation of payments, a member of F1a 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 F2or Northern Ireland; or

(ii)

sequestration of his estate has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 1985f1;

(b)

in the case of a partnership—

(i)

a winding up order has been made against the partnership in England and Wales F3or Northern Ireland;

F4(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 F5the 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.

7Competent authority (Article 32(1) ... of the EC Regulation)F13F14I1

F1(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 F2UKEIG in certain circumstances) shall be—

(a)

in the case of F3a 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 F4the appropriate authority, order the winding up of F5a UKEIG, if F6the 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.

F7(2A)

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

(a)

in the case of F8a UKEIG whose official address is in Great Britain, the Secretary of State;

(b)

in the case of F9a 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 F10the appropriate authority, F11may prohibit any activity carried on in the United Kingdom by a UKEIG where such an activity is in contravention of the public interest there.

F12(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.

8Winding up and conclusion of liquidation (Articles 35 and 36 of the EC Regulation)I1

(1)

Where F1a 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 F2the UKEIG as if any reference in that Act F3... 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 F4UKEIG'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”.

F5(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.

9Amendment of the register on conversion and issue of certificate of conversionF1

(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.

10Prohibition on registration of certain namesI1F1

(F2A1)

This regulation applies for the purposes of registering—

(a)

a new name under regulation 11; or

(b)

an EEIG establishment under regulation 12.

(1)

F3A UKEIG or an EEIG establishment shall not be registered in the United Kingdom F4... 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 F5Company, 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)

F6in 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;

(F7ca)

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 F8(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 F9UKEIGs 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 F10UKEIG or the EEIG establishment;

(c)

any requirement imposed by regulations under section 66 to disregard the words F11“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 F12European Union other than English.

(2)

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

11Change of nameI1

F1(1)

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

F2(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 F3UKEIGs 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 F4UKEIGs 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 F5UKEIG 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.

F6(2)

Paragraphs (2A) and (2B) below apply where the registrar receives notice of a change of F7name 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 F8name 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 F9UKEIG 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.

12Registration of establishment of EEIG whose official address is outside the United KingdomI1

(1)

The registrar for the purposes of registration under this regulation of an EEIG establishment situated in F1the United Kingdom where the EEIG’s official address is outside the United Kingdom shall be the registrar within the meaning of F2the 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 F3the United Kingdom, to the registrar at the registration office in England and Wales F4, 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; F5...

F6(b)

an application for registration containing the following particulars—

(i)

a statement of the names and particulars set out in F7the 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

F8(c)

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

F9(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 F10the 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 F11as 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 F12the United Kingdom.

F13(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.

F14(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”.

12ARegistration under alternative nameF1

(1)

This regulation applies to an EEIG—

(a)

whose official address is outside the United Kingdom, and

(b)

which has an establishment that is registered or is in the process of being registered under regulation 12 above.

(F22)

The EEIG may at any time deliver to the registrar a statement specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom.

(3)

A statement under paragraph (2) must contain the following particulars—

(a)

the EEIG’s registered number and name;

(b)

the Member State in which the EEIG’s official address is situated;

(c)

the proposed name; and

(d)

in cases where a duty arises under section 56 of the 2006 Act (as it applies in accordance with regulation 10) to seek comments of a specified government department or other body regarding the proposed name, a statement that such a request has been made and a copy of any response received.

(3A)

An EEIG that has delivered a statement under paragraph (2) may at any time deliver to the registrar a further statement specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom.

(3B)

The statement under paragraph (3A) must contain the particulars specified in sub-paragraphs (a) to (d) of paragraph (3).

(4)

The alternative name for the time being registered under this regulation is treated for all purposes of the law applying in the United Kingdom as the EEIG’s grouping name.

(5)

This does not—

(a)

affect the references in this regulation to the EEIG’s grouping name,

(b)

affect any rights or obligations of the EEIG, or

(c)

render defective any legal proceedings by or against the EEIG.

(6)

Any legal proceedings that might have been continued or commenced against the EEIG by its grouping name, or any name previously registered under this regulation, may be continued or commenced against it by its name for the time being so registered.

(7)

Any reference in this regulation to the “grouping name” of an EEIG is a reference to the name of the EEIG referred to in the contract for its formation.

13Delivery of documentsF1

(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 F2... 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 F3a UKEIG, within 15 days of the event to which the document in question relates;

(b)

in the case of an EEIG F4..., within 30 days of such event.

(3)

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

(F5a)

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 F6, 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 F7a UKEIG or an EEIG fails to comply with any provision of this regulation, F8the 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.

14Inspection of documentsI1

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.

15Publication of documents in the GazetteF1

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.

16UKEIG and EEIG establishment identificationF3I1

(1)

If F1a 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 F2a 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.

17Application of the Business Names Act 1985F1

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

18Application of provisions of the Companies ActsF1

(1)

The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to F2UKEIGs 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 F3the 2006 Act.

(2)

The provisions applied have effect with the following adaptations—

(a)

any reference to the 1985 Act F4, 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;

(F5ba)

any reference to the register is to be read as a reference to the F6Groupings register;

(bb)

any reference to an officer of a company is to be read as a reference to an officer of F7a 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.

F8(4)

In this regulation “the F9Groupings 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 F10UKEIGs or EEIG establishments.

(5)

This regulation does not affect the application of provisions of the Companies Acts to F11UKEIGs or EEIG establishments otherwise than by virtue of this regulation.

19Application of insolvency legislationF8I1

(1)

Part III of the Insolvency Act 1986 shall apply to F1UKEIGs and EEIG establishments registered under these Regulations F2in England and Wales or Scotland, as if they were companies registered under F3the 2006 Act.

F4(1A)

Part 4 of the Insolvency (Northern Ireland) Order 1989 shall apply to F5UKEIGs 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 F6a 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 F7the UKEIG or the EEIG.

20Application of legislation relating to disqualification of directorsF7I1

F1(1)

Where F2a 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, F34 to 7, 8, 9, 10, 11, 12(2), 15 to 17, 20 and 22 of, and Schedule 1 to, the Company Directors Disqualification Act 1986f1 shall apply in relation to F4the 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 F5the 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.

F6(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.

21PenaltiesF1

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

Signature

Francis Maude

Parliamentary Under Secretary of State,

Department of Trade and Industry

10th April 1989

Schedule 1F1

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

Schedule 2F1

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

Schedule 3AUTHORISED EQUIVALENTS IN ... COMMUNITY OFFICIAL LANGUAGES OF “EUROPEAN ECONOMIC INTEREST GROUPING” AND “EEIG”I1F1

I1

Europæiske Økonomiske Firmagruppe (EØFG)

1F1I1

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

2F1I1

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

3F1I1

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

4F1I1

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

5I1

F1section 432(1), (2) and (2A).

6I1

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

7I1

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.

8I1

sections F1437 and 439.

9I1

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

10I1

F1sections 447 and 447A, F2....

11I1

sections 448 to 452.

12F1I1

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

13I1

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

14F1I1

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

15F1I1

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

16F1I1

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

17F1I1

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

18F1I1

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

19F1I1

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

20F1I1

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

21F1I1

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

22F1I1

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

23F1I1

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

24F1I1

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

25F1F2

Section 75 (provision of misleading information etc), as if the second sentence of subsection (5) were omitted.

26F1F2

Part 25 (company charges).

27F1F2

Section 993 (offence of fraudulent trading).

28F1F2

Section 1066(2) to (4) (registered numbers).

29F1F2

Section 1081 (annotation of the register), as if—

(a)

after subsection (1) there were inserted—

“(1A)

Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.”, and

(b)

subsection (5) were omitted.

30F1F2

Section 1082 (allocation of unique identifiers), as if—

(a)

the reference in subsection (1)(a) to a director of a company were a reference to a manager of F3a UKEIG or an EEIG, and

(b)

paragraphs (b) and (c) of subsection (1) were omitted.

31F1F2F3

In section 1084 (records relating to companies that have been dissolved etc) subsections (1) to (3).

32F1F2F3

In section 1087 (material not available for public inspection)—

(a)

subsection (1)(a), (d), (da) and (f), and

(b)

subsections (2) and (3), so far as relating to material falling within paragraph (a), (d), (da) or (f) of subsection (1).

32AF1F2F3

(1)

Sections 1087A (protection of date of birth information), 1087B(1) and (2) (protection of date of birth information in old documents) and 1087C (disclosure of date of birth information).

(2)

For the purposes of sub-paragraph (1), section 243 will apply in so far as necessary for the application of section 1087C.

33F1F2

Section 1089(1) (form of application for inspection or copy), as if—

(a)

the reference to inspection under section 1085 were a reference to inspection under regulation 14(a) above, and

(b)

the reference to a copy under section 1086 were a reference to a copy or extract under regulation 14(b) above.

34F1F2F3

Section 1090 (power to determine form and manner in which copies to be provided), as if the reference to copies being provided under section 1086 were a reference to copies and extracts being provided under regulation 14(b).

35F1F2F3

Section 1091 (certification of copies as accurate), as if—

(a)

any reference in that section to copies were a reference to copies or extracts,

(b)

any reference to section 1086 were a reference to regulation 14(b),

(c)

subsection (4) were omitted.

36F1F2F3

Section 1094 (removal of material from the register), as if it reads as follows—

“Removal of material from the register

1094
(1)

The registrar may remove from the register anything that appears to the registrar to be—

(a)

a document, or material derived from a document, accepted under section 1073 (power to accept documents not meeting requirements for proper delivery), or

(b)

unnecessary material as defined by section 1074.

(2)

The power to remove material from the register under this section may be exercised—

(a)

on the registrar’s own motion, or

(b)

on an application made in accordance with regulations under section 1094A(2).

(3)

The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the UKEIG or EEIG establishment, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

(4)

The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations.

(5)

Regulations under this section are subject to the negative resolution procedure.”;

36AF1F2F3

Section 1094A (further provision about removal of material from the register).

36BF1F2F3

Section 1094B (power of court to make consequential orders following removal).

37F1F2F3

Sections 1112 (false statements: basic offence) and 1112A (false statements: aggravated offence).

38F1F2F3

Section 1117 (registrar's rules), so far as relating to sections 1066(2), 1089(1) and 1090.

39F1F2

The following provisions of Part 36 (offences), so far as relating to offences under sections applied by these Regulations—

(a)

section 1121 (liability of officer in default), as if subsection (2) were omitted;

(b)

section 1122 (liability of company as officer in default), as if the words ““officer” and” in subsection (3) were omitted;

(c)

sections 1126 to 1130 (consents for prosecutions, venue and time limit for summary proceedings, privilege and unincorporated bodies);

(d)

section 1132 (production and inspection of documents where offence suspected), as if the reference in subsection (3)(b) to the secretary of the company were omitted;

(e)

section 1133 (provisions not to apply to offences committed before commencement).

40F1F2

Sections 1139 to 1141 (service addresses), as if the reference in section 1140(2)(a) to a director or secretary of a company were a reference to a manager of F3a UKEIG or an EEIG.

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.