European economic interest grouping

A European Economic Interest Grouping (EEIG ) is a based on the law of the European Union society, considered eg in Germany and Austria as a business partnership. Its purpose is to facilitate and promote cross-border cooperation between Member States. It was introduced on 25 July 1985 as the first European company form of the then existing EEC and applicable in Germany as a trading company within the meaning of the Commercial Code.

An EEIG may, under EU law, in conjunction with the national law of a Member State of companies ( eg GmbH, AG, KG, OHG, etc.) and other units of the public (eg, local governments, chambers, universities, religious institutions, public radio or TV stations, etc.) or private law (eg, associations, foundations, etc.) are formed. You may also be founded by natural persons who carry on any industrial, commercial, craft or agricultural occupation in the community or providing other services. An EEIG must consist of at least two members from different Member States. Be to facilitate or develop, by means of activities or skills together the economic activities of its members, The purpose of the association is. This will lead to better results than the members acting individually. An EEIG can not employ more than 500 people because of the participation circumvention prohibition (Law on the third participation in the Supervisory Board, DrittelbG ).

Establishment and legal capacity

The founding treaty of an EEIG must include the name, the company's headquarters, the corporate purpose and, where appropriate, the name, number and place of registration of each member of the grouping and the duration of the association, if it is not unlimited, included. This agreement must be entered into the of the individual Member States dedicated record. The entry gives the EEIG throughout the Community the full legal capacity. The single Member State shall determine, however, whether and to what extent have the set up in its legal EEIG legal personality. The German Act Implementing the European EEIG EEIG - regulation refers to regulations on the general partnership. Consequently acquired a German EEIG according to § 124 HGB legal capacity in terms of a community of joint, it is not a legal entity such as AG and GmbH and included in the ( German ) commercial register A with the partnerships ( and is it not publicity required). In practice, this question does not matter, because by virtue of EU law, any EEIG may enter into contracts, sue or be sued and a manager has ( those similar to a limited liability company ). For each establishment or dissolution of an EEIG the details in the Official Journal of the European Communities, must be published ( EC Official Journal, S, also under http://ted.europa.eu/ often there through the many national commercial register authorities confused with the " European Company " Societas europaea [SE ], or not forwarded for publication, for a complete overview you will probably have to wait for the European Commission project a horizontal linkable business register in the Member States).

Seat

The seat of an association must be located within the Community or in the European Economic Area (EEA ); he may, under certain conditions (including unanimous decision, no further obligations towards the tax authorities and social security) are transferred within the Community. For the registered office within the host country, a majority vote is sufficient.

Since January 1, 1994, there is the European Economic Area (now from the EU -27 and the three EFTA States who participate: Norway, Iceland, Liechtenstein ). It can also be established in these three countries EEIG ( 1 was founding / deletion in Liechtenstein, in June 2009 the starting signal was given for the creation of a geothermal research EEIG in Iceland ) or members from these three countries can in an EEIG which has its registered office in the EU participate ( this is quite often the case).

In a third country (eg Switzerland, Russia, Japan, etc.), so do not belong to the EU in each country, an EEIG may establish a branch seat if this is possible according to its own register entry rules.

However, it is recommended not necessarily to establish branch seats, because this may be all operating sites and so had to be taxed, which is not generally takes place at the registered office of an EEIG.

Rights of members; associate Members

Each member of an EEIG usually has one vote. However, the founding treaty to certain members may grant more than one vote under the condition that no single member of the majority has (but not more than 50%, not 0%). In practice this is often done for the protection of minorities, such as the founding members that may otherwise could be outvoted and then therefore could damage the idea of grouping. The voting method is but at least set by the General Assembly, the EC Regulation.

Many EEIG have the problem that they want to include existing collaborations with members from third countries, but does not EU Member States (third countries are, for example, Switzerland, Turkey, Russia, the U.S., the Balkans, etc.). For this purpose, there is the possibility to include these members as " associate members " usually. The European Commission considers this possibility, which arises from the private autonomy ( freedom of contract ) of the members. Associate members can not vote normally, but can - because voting in an EEIG to 99 % always run by consensus - " indicative " vote, ie their vote is taken separately from the other members on record. Also in the liability, there are differences: they are not part of the joint, unlimited liability as coming from the EU members, but only internally - that is, in balancing method - you can determine their share of joint liability contract. Around the area of the EEIG for research, there are very often associated members.

Management and Representation

The business of the EEIG are led by one or more natural persons who are appointed by the founding treaty or by resolution of the members. The EEIG must be composed of at least two organs: the members acting collectively and the manager or managers. Each of the managers represents and undertakes the EEIG against third parties, even if his actions do not fall within the objects of the Association. It is given to the principle of foreign affiliation. This means that with the management of a third party (external ) can be commissioned.

In many EU member states - but not, for example, in Germany - can also connect an external corporation (which is not even must have their headquarters in the EU), which is a legal entity responsible for the management, of course, only represented by a natural person. In addition, at any national of a third country or a person who has his ( permanent ) residence, take over the management of an EEIG.

Capital

An EEIG may not publicly turn to the capital market. An EEIG must not necessarily have to be equipped with capital. It is free to its members, other financing methods to use.

Accounting

The managing directors are obliged to provide for the due accounting of the Association and prepare the financial statements.

Distribution of Profits

The association did not achieve the purpose of profit for themselves. This needs to be split between the members and taxed rather. Their activities must be related to the economic activities of its members and may form only ancillary to those activities. The profits of an EEIG are considered the profits of their members and are on this after the relevant clause in the contract or, failing such a clause, in equal parts.

Taxation

The gains or losses of an EEIG are taxable for its members. According to Article 40 of the EC Regulation therefore be omitted ( for EEIG), for example, corporate and trade tax in Germany; However, other taxes such as sales tax, payroll taxes for employees, etc., an EEIG must pay. Business tax: profits or losses are subject to the members, if necessary, to trade tax, see § 5 Clause 4 GewStG. Members of an EEIG and severally liable for the business tax, see also (§ 5 clause 4 GewStG or section 36 GewStR ). The possible formation of reserves, according to local tax rules ( Income Tax, Corporation Tax Act ) to assess, as well as the accounting and assessing the admissibility of business expenses.

See also: corporation tax, income tax, business tax, sales tax.

Liability of members

As consideration for the contractual freedom which is the basis of the grouping, and for the fact that the members are not mandatory capital available to the members of the association jointly and severally liable for its debts, Article 24 of Regulation ( EEC ) No 2137/85. This in a so-called " secondary liability ", that is, only the EEIG is liable as such (which, also, for example, accumulate capital, and its own assets ), then only the members. However, the liability may also be limited by contract ( however make some particular research EEIG from the range of universities use); the recording of a " grouping with limited liability " (which originally existed in Germany a few times ), however, is not permitted under EU law.

Legal bases

The legal bases of grouping can be found in

  • Of Council Regulation (EEC ) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG) - OJ. EC No. L 199 p 1 -
  • The EEIG Implementation Act of 14 April 1988.

In addition, the rules applicable to a general partnership rules are in Germany, if necessary, apply accordingly, if open leave the EU law, the implementing law or the Articles of questions. By appropriate statutes design can minimize recourse to oHG law (German Commercial Code, Civil Code).

Name and short form

In contrast to the Societas Europaea ( SE) and Societas Cooperativa Europaea (SCE ) the type of grouping has no language-independent name and short form. It was created as the first transnational legal status in the EU in 1985 after 15 years of discussion; in contrast to later legal forms you thought was not yet a (Latin ) name.

The names and short forms of the EEIG denominated in the official languages ​​of the European Union:

  • Bulgarian: Европейско обединение по икономически интереси ( ЕОИИ )
  • Danish: Europæisk Økonomisk company group ( EØFG )
  • German: European Economic Interest Grouping (EEIG )
  • English: European Economic Interest Grouping ( EEIG )
  • Estonian: Euroopa majandushuvigrupp ( EMHG )
  • Finnish: Eurooppalainen taloudellinen etuyhtymä ( Etey )
  • French: Groupement européen d' interet économique ( EEIG )
  • Greek: Ευρωπαϊκός Όμιλος Οικονομικού Σκοπού ( ΕΟΟΣ )
  • Irish: Grupail Eorpach to Leas Eacnamaioch ( GELS )
  • Italian: Gruppo europeo di interest economico ( EEIG )
  • Latvian: Eiropas Ekonomisko interešu grupa ( EEIG )
  • Lithuanian: Europos ekonominių interesų grupė ( EEIG )
  • Maltese: Grupp Ewropew ta ' Interess Ekonomiku ( EEIG )
  • Dutch: Europees economisch Samenwerkingsverband ( EESV )
  • Polish: Europejskie zgrupowanie interesów gospodarczych ( EZIG )
  • Portuguese: Agrupamento europeu de interest económico ( AEIE )
  • Romanian: Grup de European Economic interests ( EEIG )
  • Swedish: Europeisk Ekonomisk intressegruppering ( EEIG )
  • Slovak: Európske zoskupenie hospodárskych záujmov ( EZHZ )
  • Slovenian: Evropsko Gospodarsko interesno združenje ( EGIZ )
  • Spanish: Agrupación europea de interés económico ( AEIE )
  • Czech: Evropské Hospodářské zájmové sdružení ( EHZS )
  • Hungarian: Európai Gazdasági Egyesülés (EGE )

Number

Up to August 28, 2010, a total 2,100 EEIG were founded, of which about 300 were dissolved. In Germany, there were up to this time 319 EEIG (of which resolved 59 again), 33 (1 resolved) in Austria and Liechtenstein (as EEA ) 1 ( 1 resolved). Overall, it is estimated (extrapolation of the European EEIG Information Centre, December 2010 ) that there is a " dark figure " of about 15% of the entries in the EU due to delays between statutes signatures and entry in the commercial register, for non - disclosure of data from the commercial register to the EU Official Journal, S, or some grouping, although they are functioning properly, but are not registered.

Examples

  • The TV channel ARTE, based in Strasbourg
  • The EPOA - European Public Organisations Association EEIG in Moormerland
  • European SME association EMI EEIG in Schwerin
  • Organisation of European Cancer Institutes ( OECI ) EEIG based in Brussels
  • Groupement Européen des Sociétés d' Auteurs et Composers ( GESAC ) EEIG based in Brussels
  • German -Polish Regional Development ( DePoRE ) EEIG in Neulewin
  • Islek without borders EEIG in Weiswampach (L )
  • Hockey Europe, headquartered in Cologne
  • European industry competence center for the health care industry grouping based in Berlin
  • European economic interest grouping of senators based in peace and Luxembourg Castle, www.eu- senator.eu

References

  • Zahorka, Hans -Jürgen: Establishment and operation of an EEIG, as of August 30, 2010, download under www.libertas-institut.com/de/PDF/BasicScript.pdf
  • Seriously, Meike C.: The European Economic Interest Grouping. Tax and company law, VDM Verlag Dr. Müller, ISBN 3-8364-0574-1
  • Zahorka, Hans -Jürgen: European Economic Interest Grouping (EEIG ) - A legal form of cooperation in the corporate practice - A brief tutorial; Libertas Paper 59; Sindelfingen 2004; 52 S.; ISBN 978-3-921929-07-0
  • EEIG / EEIG / EEIG eJOURNAL, electronic journal of the European EEIG Information Centre ( irregular, free ) download at www.libertas - institut.eu ( EEIG Information Centre )
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