European Economic Interest Grouping Regulations 1989

JurisdictionUK Non-devolved
CitationSI 1989/638

1989 No. 638

EUROPEAN COMMUNITIES

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 designated1for the purposes of section 2(2) of the European Communities Act 19722in 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:—

GENERAL

PART I

GENERAL

S-1 Citation, commencement and extent

Citation, commencement and extent

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

S-2 Interpretation

Interpretation

2.—(1) In these Regulations—

“the 1985 Act” means the Companies Act 19853;

“the contract” means the contract for the formation of an EEIG;

“the EC Regulation” means Council Regulation (EEC) No. 2137/854set out in Schedule 1 to these Regulations;

EEIG” means a European Economic Interest Grouping being a grouping formed in pursuance of article 1 of the EC Regulation;

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

“the registrar” has the meaning given by regulations 9(1) and 12(1) below;

and other expressions used in these Regulations and defined by section 744 of the 1985 Act or in relation to insolvency and winding up by the Insolvency Act 19865 have the meanings assigned to them by those provisions as if any reference to a company in any such definition were a reference to an EEIG.

(2) A Form referred to in these Regulations by “EEIG” followed by a number means the Form so numbered in Schedule 2 to these Regulations.

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

(a)

(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)

(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 18896;

(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.

PROVISIONS RELATING TO ARTICLES 1–38OF THE EC REGULATION

PART II

PROVISIONS RELATING TO ARTICLES 1–38OF THE EC REGULATION

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

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

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

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

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

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

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

S-5 Managers (Article 19(2) of the EC Regulation)

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

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

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

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

(i) (a)

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

(ii) any former Christian name or surname;

(iii) his usual residential address;

(iv) his nationality;

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

(vi) the date of his birth; and

(b)

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

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

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

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

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

(a) in the case of an individual—

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

(ii) sequestration of his estate has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 19857;

(b) in the case of a partnership—

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

(ii) a bankruptcy order has been made against its members in England and Wales on a bankruptcy petition presented under article 13(1) of the Insolvent Partnerships Order 19868; or

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

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

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

S-7 Competent authority (Articles 32(1) and (3) and 38 of the EC Regulation)

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

7.—(1) The Secretary of State shall be the competent authority for the purposes of making an application to the court under article 32(1) of the EC Regulation (winding up of EEIG in certain circumstances).

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

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

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

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

8.—(1) Where an EEIG is wound up as an unregistered company under Part V of the Insolvency Act 1986, the provisions of Part V shall apply in relation to the EEIG as if any reference in that Act and the 1985 Act to a director or past director of a company included a reference to a manager of the EEIG and any other person who has or has had control or management of the EEIG’s business and with the modification that in section 221(1) after the words “all the provisions” there shall be added the words “of Council Regulation (EEC) No. 2137/85and”.

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

REGISTRATION ETC (ARTICLE 39 OF THE EC REGULATION)

PART III

REGISTRATION ETC (ARTICLE 39 OF THE EC REGULATION)

S-9 Registration of EEIG whose official address is in Great Britain

Registration of EEIG whose official address is in Great Britain

9.—(1) The registrar for the purposes of registration of an EEIG in Great Britain where its official address is in Great Britain shall be the registrar within the meaning of the 1985 Act and the contract shall be delivered—

(a)

(a) to the registrar or other officer performing under that Act the duty of registration of companies in England and Wales, if the contract states that the official address of the EEIG is to be situated in England and Wales, or that it is to be situated in Wales; and

(b)

(b) to the registrar or other officer performing under that Act the duty of registration of companies in Scotland, if the contract states that the official address of the EEIG is to be situated in Scotland.

(2) With the contract there shall be delivered a registration form in Form EEIG 1 containing a statement of the names and the particulars set out in article 5 of the EC Regulation.

(3) The registrar shall not register an EEIG under this regulation unless he is satisfied that all the requirements of these Regulations and of the EC Regulation in respect of registration...

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