EUROPEAN ECONOMIC INTEREST GROUP
The EEIG is a legal instrument enabling companies and self-employed persons from different Member States of the European Community, to implement various forms of transnational cooperation based on the same contractual model recognised and protected by domestic and Community law.
It is an autonomous centre for the imputation of legal relationships, distinct from its members; it is an independent legal entity with a flexible and light structure which allows its members, without compromising their economic and legal independence, to carry out part of the economic activities together in order to facilitate their development and increase their results.
Its main characteristic is that it does not pursue profits for itself, but only tends “to promote or increase the economic activity of its members, to improve or increase the results of this activity” by means of cooperation limited to certain sectors of production.
The terms and conditions of establishment
Their constitution and legal existence can therefore only be achieved under the conditions, in the manner and with the effects provided for by Community law. In the Italian legal system, the institution closest to the EEIG is undoubtedly the consortium and in particular the one with external activities; it must be established by means of a contract which may intervene between companies, legal entities governed by public and private law and by natural persons, provided that they carry out an economic activity and have, according to the legislation of a Member State, the registered or statutory seat and the central administration in a Community country.
Registration may be made only if it is confirmed by the publication of the project for the transfer of the seat (Art. 14, paragraph 1, EEC Regulation no. 2137/85). Apart from its constituent effects, the EEIG’s registration regime is essentially the same as that applicable to regular partnerships and consortia with external activities (Art. 3, D. Lgs. n. 240/91).
Composition of the group
According to art. 4 of EEC Regulation no. 2137/85, only the following members may be members of a Group:
- Companies and other legal entities governed by public or private law having their registered office or registered office and central administration within the European Community.
- Natural persons engaged in an industrial, commercial, craft, agricultural activity, in a liberal profession or in other services within the Community.
A group shall be composed of at least:
- By two companies or other legal entities having their head office in different Member States.
- By two natural persons principally engaged in business in different Member States.
- By a company or other legal entity and a natural person, the former having its head office in a Member State and the latter having its principal business in a different Member State.
The organs of the EEIG
Pursuant to art. 16 of the Regulation, the internal organization of the Group includes:
- The college of members.
- The administrator or administrators.
- Any other bodies provided for in the contract of incorporation (supervisory/technical/executive bodies).
Registration and advertising
The activity of the EEIG is subject by the Community legislature to a strict advertising regime based on the external relevance that the Group can assume. For the purposes of registration, Italy has chosen the Official Journal for publication in the Register of Companies. The directors, within 30 days, must request the registration and filing of the documents in the Register of companies in whose district is located.
Within 30 days of registration or filing in the Register of Companies, administrators are required to request the publication “in full” in the Official Journal of the essential elements of the contract and of the related amendments. Within this period, they must be sent to the Office for Official Publications of the European Communities so that they can be published in the Journal of the communities (G.U.C.E.).
Accounting records and balance sheet
The EEIG must keep its books and other accounts in accordance with Articles 2214 et seq. The directors of an EEIG shall draw up their balance sheet and profit and loss account, submit it to the members for approval and deposit it in the Register of Companies within four months of the end of the financial year.
The dissolution and winding up
The Group may be dissolved by decision of its members. This decision must be taken unanimously unless the contract provides otherwise. The Group must be dissolved for the expiry of the period set out in the contract of the group or for the achievement and realization of the object of the group or the impossibility of achieving it.
The dissolution of the group entails its liquidation, which is governed by Articles 2275 and following the Civil Code, as applicable.
Arrangements for the participation of Eelgs in public contracts
To enable companies to make better use of the EEIG, the Commission adopted a Communication on the participation of Eeigs in public procurement and publicly funded programmes.
- The first two chapters of the Commission reaffirm the essential characteristics of the EEIG, its flexibility and great contractual freedom, and highlight the potential benefits for transnational cooperation in the field of public markets and publicly funded programmes.
- It is therefore a predominant element of European cooperation, particularly for small and medium-sized enterprises interested in participating in projects with a European dimension. The fact that it is endowed with its own bodies confers on the EEIG a much stronger power of negotiation and representation than that which each member may have individually.
- The third chapter clarifies the position of the EEIG about the Community directives on public procurement. It is stressed that the ancillary nature of the activity of the EEIG compared to that of its members does not in any way constitute an obstacle to the participation of the EEIG in public procurement.
- The fourth chapter highlights the specific features of the EEIG which should encourage it to participate in programmes financed from national or Community public funds.
- The last chapter deals with some questions related to the possibility of access to credit by the EEIG.