The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018
| Year | 2018 |
2018 No. 1299
Exiting The European Union
Companies
Fees And Charges
The European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018
Made 3rd December 2018
Laid before Parliament 5th December 2018
Coming into force in accordance with regulation 1
The Secretary of State makes these Regulations in exercise of the powers conferred by section 8(1) of, and paragraph 21(b) of Schedule 7 to, the European Union (Withdrawal) Act 20181.
The requirements of paragraph 3(2) of Schedule 7 to that Act (relating to the appropriate Parliamentary procedure for these Regulations) have been satisfied.
PART 1
Citation and commencement
1. These Regulations may be cited as the European Economic Interest Grouping (Amendment) (EU Exit) Regulations 2018 and come into force on exit day2.
PART 2
Amendment of subordinate legislation
Amendment of the European Economic Interest Grouping Regulations 1989
2. The European Economic Interest Grouping Regulations 19893are amended in accordance with regulations 3 to 22.
3. In regulation 2(1)—
(a) in the definition of “the contract”, for “an EEIG” substitute “a UKEIG or an EEIG, as the case may be”;
(b) in the definition of “the EC Regulation” for “set out in Schedule 1 to these Regulations” substitute “on the European Economic Interest Grouping (EEIG)”;
(c) for the definition of “EEIG” substitute—
““EEIG” means a European Economic Interest Grouping, being a grouping—
(a) formed in pursuance of Article 1 of Council Regulation (EEC) No 2137/85of 25 July 1985 on the European Economic Interest Grouping (EEIG) as it applies in the European Union and as amended from time to time4; and
(b) registered in a Member State;”;
(d) after the definition of “EEIG”, insert—
““EEIG establishment” means an establishment of an EEIG where the establishment is registered in the United Kingdom;”;
(e) for the definition of “officer” substitute—
““officer”, in relation to a UKEIG or an EEIG, includes a manager, or any other person provided for in the contract as an organ of the UKEIG or the EEIG, as the case may be;”;
(f) after the definition of “the registrar”, insert—
““UKEIG” means a UK Economic Interest Grouping;”;
(g) in the words after the definition of “UKEIG”, at the end, for “an EEIG” substitute “a UKEIG or an EEIG, as the case may be”.
Omit regulations 3 and 4.
4. Omit regulations 3 and 4.
5. In regulation 55—
(a) in paragraph (1), for “an EEIG registered in the United Kingdom” substitute “a UKEIG”;
(b) in paragraph (3)(c), for “EEIG” substitute “UKEIG”;
(c) in paragraph (3B), for “EEIG’s” substitute “UKEIG’s”.
6. In regulation 66, in the words before paragraph (a), for “an EEIG” substitute “a UKEIG”.
7. In regulation 77—
(a) in the heading—
(i) for “Articles” substitute “Article”;
(ii) omit “and (3) and 38”;
(b) in paragraph (1)—
(i) in the words before sub-paragraph (a), for “EEIG” substitute “UKEIG”;
(ii) in sub-paragraph (a), for “an EEIG” substitute “a UKEIG”;
(c) in paragraph (2)—
(i) for “an EEIG which has its official address in the United Kingdom” substitute “a UKEIG”;
(ii) for “the EEIG”, in both places it occurs, substitute “the UKEIG”;
(d) in paragraph (2A), in sub-paragraphs (a) and (b), for “an EEIG” substitute “a UKEIG”;
(e) in paragraph (3), for the words from “shall” to “an EEIG” substitute “may prohibit any activity carried on in the United Kingdom by a UKEIG”.
8. In regulation 88—
(a) for “an EEIG”, in each place it occurs, substitute “a UKEIG”;
(b) for “the EEIG”, in each place it occurs, substitute “the UKEIG”;
(c) for “EEIG’s”, in both places it occurs, substitute “UKEIG’s”.
9. For regulation 9 substitute—
“Amendment of the register on conversion and issue of certificate of conversion
9.—(1) The registrar must, within the period beginning with exit day and ending at the end of the day after the day on which exit day falls, amend the name of a grouping which is converted from an EEIG to a UKEIG under Article 1 of the EC Regulation to reflect that conversion on the register.
(2) But the registrar is not required to amend the name of a grouping for the purposes of paragraph (1) in documents and particulars relating to that grouping and filed with the registrar before exit day.
(3) The registrar must issue a certificate to the UKEIG (a “certificate of conversion”) to confirm that the UKEIG has converted, on exit day, pursuant to Article 1 of the EC Regulation.
(4) The certificate of conversion must be—
(a)
(a) signed by the registrar or authenticated by the registrar’s official seal; and
(b)
(b) issued to the UKEIG within the period of 21 days beginning with exit day.
(5) Any communication or notice may be addressed to a UKEIG at its official address as notified to the registrar or in the case of any change of that address at any new official address notified to the registrar.
(6) Where, before exit day, a transfer proposal in relation to a grouping has been drawn up, filed and published under Article 14, paragraphs (1) to (4) do not apply in relation to that grouping, until such time as the registrar is satisfied that the transfer did not take effect before exit day.
(7) Paragraph (8) applies in relation to an EEIG—
(a)
(a) which immediately before exit day is registered in a Member State pursuant to a transfer of its official address from the United Kingdom to that Member State in accordance with Article 14; but
(b)
(b) whose registration in the United Kingdom has not been terminated before exit day.
(8) The registrar must delete the registration of an EEIG to which this paragraph applies as soon as reasonably practicable.
(9) In this regulation, “Article 14” means Article 14 of Council Regulation (EEC) No. 2137/85of 25 July 1985 on the European Economic Interest Grouping (EEIG)9as it applied in the European Union immediately before exit day.”.
10. In regulation 1010—
(a) before paragraph (1), insert—
“A1 This regulation applies for the purposes of registering—
(a) a new name under regulation 11; or
(b) an EEIG establishment under regulation 12.”;
(b) in paragraph (1)—
(i) in the words before sub-paragraph (a)—
(aa) for “An EEIG” substitute “A UKEIG or an EEIG establishment”;
(bb) omit “under regulation 9”;
(ii) for sub-paragraph (c) substitute—
“(c)
“(c) in the case of a UKEIG, any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (j) and (l) to (y) of paragraph 3 of that Schedule;”;
(iii) after sub-paragraph (c), insert—
“(ca)
“(ca) in the case of an EEIG establishment, any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (y) of paragraph 3 of that Schedule;”;
(iv) in sub-paragraph (d), for “(c) above” substitute “(c) or sub-paragraph (ca), as the case may be”;
(c) in paragraph (1A), for “EEIGs” substitute “UKEIGs and EEIG establishments”;
(d) in paragraph (1C)—
(i) in sub-paragraph (b), for “EEIG” substitute “UKEIG or the EEIG establishment”;
(ii) in sub-paragraph (c), for the words from “European” to “the abbreviation” substitute ““UK Economic Interest Grouping”, “European Economic Interest Grouping” or the abbreviations “UKEIG” or”.
11. In regulation 1111—
(a) in paragraph (1A), for “EEIGs, and their”, substitute “UKEIGs and EEIG”;
(b) in paragraph (1B)—
(i) in the words before sub-paragraph (a), for “EEIGs and their” substitute “UKEIGs and EEIG”;
(ii) in sub-paragraph (a)(i), for “EEIG” substitute “UKEIG or the EEIG”;
(c) in paragraphs (2) and (3), for “an EEIG’s name” substitute “name for a UKEIG or an EEIG establishment”;
(d) in paragraph (4), for “EEIG” substitute “UKEIG or the EEIG establishment”.
12. In regulation 1212—
(a) in paragraph (2)(b)(i), for “articles 5 and” substitute “the first paragraph of Article 5 and in Article”;
(b) omit paragraph (7);
(c) after paragraph (8), insert—
“9 For the purposes of carrying out the obligation at paragraph (2)(b)(i), the first paragraph of Article 5 of the EC Regulation must be read as if references in that paragraph to “the grouping” or “a grouping” were references to “the EEIG” or “an EEIG”.”.
13. In regulation 1313—
(a) in paragraph (1)(b), omit “in the United Kingdom”;
(b) in paragraph (2)—
(i) in sub-paragraph (a), for the words from “an EEIG” to “Kingdom” substitute “a UKEIG”;
(ii) in sub-paragraph (b) omit “whose official address is outside the United Kingdom”;
(c) in paragraph (3), for sub-paragraph (a) substitute—
“(a)
“(a) particulars of the UKEIG’s or the EEIG’s registered number and name, and, in the case of an EEIG, the Member State in which its official address is situated,”;
(d) in paragraph (4)(b), for the words from “the EEIG’s” to “establishment” substitute “, in the case of the closure of an EEIG establishment,”;
(e) in paragraph (5)—
(i) after “if”, in the first place it occurs, insert “a UKEIG or”;
(ii) before “the EEIG”, in each place it occurs, insert “the UKEIG or”.
14. For regulation 15 substitute—
“Publication of documents in the Gazette
15....
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