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.