No C 14/30 Official  Journal  of the European  Communities 15. 2. 74 
1. The  following  item  is added  after  item  3: 
'3a. Grape  must  with  fermentation  arrested  by 
the addition  of alcohol: 
Grape  must  of an actual  alcoholic  strength  of 
not less  than  12  ° and  not  more  than  21  ° 
obtained  by the  addition  to grape  must  derived 
exclusively  from  the vine  varieties  referred  to in 
Article  16 and  produced  in the Community: 
— of neutral  alcohol  of vinous  origin  having  an 
actual  alcoholic  strength  of not  less  than 
95 °, or 
— of an unrectified  product  derived  from  the 
distillation  of wine  and  having  an actual 
alcoholic  strength  of not  less  than  52 ° and 
not more  than  80 °; provided  that  products 
falling  within  the  definition  of liqueur  wine 
shall  not  be regarded  as grape  must  with 
fermentation  arrested  by  the  addition  of 
alcohol.' 
2. The  following  item  is added  after  item  4: 
'4a. Caramelized  grape  must: 
Grape  must: 
— obtained  by partial  dehydration  of grape  must 
through  the  application  of the  direct  heat  of a fire  at normal  atmospheric  pressure  causing 
partial  caramelization  of the  sugar  contained 
in that  must; 
— derived  exclusively  from  vine  varieties 
referred  to in Article  16; 
— produced  in the Community,  and 
— obtained  from  grape  must  having  a natural 
alcoholic  strength  of at least  10 °.' 
3. Subparagraph  (iii)  of the  second  sub-indent  of 
item 11 is replaced  by the following: 
'(iii) of concentrated  grape  must,  or, in the  case 
of certain  quality  liqueur  wines  produced  in 
specified  regions  being  wines  appearing  on a 
list to be drawn  up  of those  wines  for 
which  such  practice  is  traditional,  of 
caramelized  grape  must.' 
Article  6 
This  Regulation  shall  enter  into  force  on the  third 
day following  its publication  in the Official  Journal 
of the European  Communities. 
This  Regulation  shall  be binding  in its entirety  and 
directly  applicable  in all Member  States. 
Proposal  for a Council  Regulation  on the European  Cooperation  Grouping  (ECG) 
(Submitted  to the Council  by the Commission  on  21 December  1973) 
THE  COUNCIL  OF  THE  EUROPEAN 
COMMUNITIES, 
Having  regard  to  the  Treaty  establishing  the 
European  Economic  Community,  and  in particular 
Article  235  thereof; 
Having  regard  to  the  proposal  from  the 
Commission; 
Having  regard  to the  Opinion  of the  European 
Parliament; 
Having  regard  to the Opinion  of the  Economic  and 
Social  Committee; 
Whereas  a harmonious  development  of economic 
activities  throughout  the  Community  and  a 
continuous  and  balanced  expansion  must  be brought 
about  by the establishment  of a common  market  in 
which  conditions  will  be the  same  as those  on a 
national  market;  whereas,  to attain  this  objective, the legal  conditions  under  which  persons,  firms  and 
companies  carry  on business  there  must  be such  as 
to facilitate  the adaptation  of their  activities  to the 
economic  conditions  of an enlarged  market;  whereas 
for this  purpose  it is necessary  that  such  persons, 
firms  and  companies  should  have  at their  disposal 
not only  the  appropriate  legal  machinery  for 
restructuring  their  undertakings,  but  also  the means 
whereby  cooperation  can  take  place  between  them 
irrespective  of frontiers; 
Whereas  cooperation  of this  nature  would  at present 
be fraught  with  legal,  fiscal  and  psychological 
difficulties;  whereas  the  various  forms  under  which 
it could  take  place  under  the  national  laws  are  not 
suitable  for  cooperation  at  Community  level 
precisely  because  they  are  the  creatures  of national 
legal  systems; 
Whereas  it appears  therefore  that  action  should  be 
taken  by the  Community  to attain  the  Community 
objectives  referred  to above; 
15. 2. 74 Official  Journal  of the  European  Communities No C 14/31 
Whereas  these  problems  could  not  be dealt  with  by 
harmonizing  national  provisions  as provided  for  by 
the Treaty;  whereas,  in particular,  this  would  not 
solve  the problem  posed  by a legal  instrument  which 
is supposed  to be operating  at multinational  level 
and with  undertakings  from  several  countries 
remaining  subject  exclusively  to the national  law  of 
the country  to which  the  member  undertakings 
belong;  whereas  a new  legal  instrument  should  be 
introduced  into  Community  law  to enable  such 
cooperation  to take  place  in a satisfactory  manner, 
particularly  among  small-  and  medium-sized 
undertakings;  whereas  the  most  suitable  means  of 
achieving  this  end  is the  introduction  of a vehicle 
for cooperation  with  a contractual  basis  under  the 
form  of  a 'European  Cooperation  Grouping', 
whereas  the  formation  and  operation  of such  an 
instrument  would  remain  subject  to the  Community 
rules  on competition  and  the  measures  taken  for 
their  implementation; 
Whereas  the  Treaty  does  not  provide  the  necessary 
powers  for the creation  of this  legal  instrument; 
Whereas  to ensure  flexibility  for  the  grouping  its 
founders  should  have  wide  powers  to organize  its 
functioning;  whereas  a subsidiary  law  must  be 
applicable  in respect  of any  matter  for  which  this 
Regulation  or the  constitutive  contract  makes  no 
provision; 
Whereas  the  grouping  must  not  in any  way  be a 
substitute  for  firms  or companies,  commercial  or 
otherwise,  since  the  purpose,  objects  and  legal 
structure  of the  latter  are  completely  different; 
whereas  its activities  should  derive  from  those  of its 
members  and  should  remain  co-terminous  with  them 
and ancillary  to them; 
Whereas,  since  there  are  in the  Community  a large 
number  of undertakings  owned  by individuals,  the 
grouping  should  be available  to natural  persons  as 
well as firms  and  companies; 
Whereas  above  all the grouping  should  be a vehicle 
for cooperation  between  undertakings  carrying  on 
business  on the territory  of the Member  States; 
Whereas,  since  the  object  of the  grouping  is to 
promote  cooperation  between  its  members,  their 
involvement  must  of necessity  be on a basis  of equal 
rights; 
Whereas,  to enable  the  grouping  to accomplish 
effectively  the tasks  set for it by the law  and  by the 
contract,  it should  be endowed  with  legal  capacity; 
Whereas,  as a counterbalance  the fact  that  whilst  no 
capital  is required,  the  grouping  nonetheless  has 
legal  capacity,  third  parties  should  be protected  by ensuring  that  liability  on the  part  of its members  is 
personal  and  joint  and  several,  and  that  the  affairs 
of the grouping  are subject  to disclosure; 
Whereas  the grouping  must  be able  to have  its own 
financial  resources,  to be contributed  in the normal 
way by the members  in cash  or otherwise;  whereas 
it should  under  no circumstances  issue  debentures  or 
invite  investment  by the public; 
Whereas  the  contract  forming  the  grouping  is one 
which  is very  much  personal  to the  members  and 
their  rights  should  therefore  not  be  transferable 
without  the  agreement  of members  in general 
meeting; 
Whereas  since  the  rules  governing  the  liabilities  of 
the grouping  are strict,  rules  should  be laid  down  to 
govern  the  consequences  of a member  entering  or 
leaving  the grouping; 
Whereas  the various  matters  which  may  result  in the 
nullity  of the  contract  may  also  affect  the grouping 
and therefore,  for the protection  of third  parties,  it 
should  not  be possible  to rely  on such  matters 
against  them; 
Whereas,  in view  of the  limitations  imposed  on its 
objects,  the grouping  should  not  in principle  make 
profits;  whereas,  however,  the possibility  cannot  be 
excluded  that  profits  may  arise  in certain  cases; 
whereas,  since  the  grouping  does  not  constitute  an 
economic  entity  distinct  from  its members,  any 
profits  arising  should  be taxed  only  in the hands  of 
the members, 
HAS  ADOPTED  THIS  REGULATION: 
Article  1 
1. European  cooperation  groupings  may  be 
formed  by contract  for  a fixed  term,  upon  and 
subject  to the  terms  and  conditions  and  in the 
manner  and  with  the  effects  laid  down  by this 
Regulation. 
2. Where  in respect  of any  matter  no provision  is 
made  by this  Regulation,  the law  applicable  thereto 
shall  be the  law  in force  in the  State  where  is 
situated  the head  office  as specified  by the contract 
forming  the grouping. 
3. A  grouping  shall,  from  the  date  of  its 
registration  as provided  by  Article  4 (2) of this 
Regulation,  have  the capacity  to enjoy  and  be bound 
by rights  and  obligations,  to make  contracts  or 
accomplish  other  legal  acts,  and  to sue  and  to be 
sued. 
No C 14/32 Official  Journal  of the  European  Communities 15. 2. 74 
Article  2 
1. The  purpose  of groupings  shall  be to facilitate 
or develop  the  business  of their  members  and  to 
improve  or increase  the  results  of such  business. 
Groupings  shall  not  seek  to make  profits  for 
themselves. 
The object  of a grouping  shall  be defined  in the 
contract  forming  the grouping  and  must  conform  to 
the requirements  of paragraph  2 below. 
2. The  activities  of a grouping  shall  be limited  to: 
— the  provision  of  services  exclusively  to its 
members; 
— the  processing  of goods,  or the  packaging  of 
finished  products,  exclusively  for the purposes  of 
its members; 
3. A  grouping  may  not  exercise  management 
functions  in respect  of the business  of its members. 
4. A  grouping  may  not  have  more  than  250 
employees. 
Article  3 
1. A  grouping  shall  consist  of at least: 
(a) two  companies  or firms,  within  the  meaning  of 
Article  58  of  the  Treaty  establishing  the 
European  Economic  Community,  established 
under  the laws  of different  Member  States; 
(b) two  natural  persons  each  of whom  operates  an 
industrial,  commercial,  small  craft  or agricultural 
undertaking  and  whose  respective  business  is 
carried  on  principally  in  different  Member 
States; 
(c) a natural  person  carrying  on one  of the activities 
specified  in subparagraph  (b)  above  and  a 
company  or firm  established  under  the  law  of 
another  Member  State. 
2. Every  member  of a grouping  must  be resident 
in a Member  State  for tax purposes. 
Article  4 
1. The  contract  forming  a grouping  shall 
designate  the  head  office  thereof,  which  must  be 
situated  within  the Community. The contract  shall  furthermore  contain  at least  the 
following: 
(a) the  name  of the grouping; 
(b) the  object  for which  the grouping  is formed; 
(c) the  names,  and  business  names,  if any,  legal 
form,  permanent  address  or registered  office,  and 
where  appropriate  the  number  and  place  of 
registration,  of each  member  of the grouping; 
(d) the  term  for which  grouping  is formed. 
2. The  grouping  shall  be entered  in a register 
designated  for  that  purpose  by the  Member  State 
where  the head  office  is situated.  The  contract  shall 
be filed  at the  time  of registration;  any  subsequent 
amendments  shall  be filed  also. 
The matters  referred  to in paragraph  1 above  shall 
be published  in accordance  with  formalities  to be 
adopted  pursuant  to Article  19 of this  Regulation 
and any  change  in such  matters  shall  be published 
in like  manner.  The  same  shall  apply  in respect  of 
the names  and  addresses  of the  persons  referred  to 
in Article  7 (1)  of this  Regulation  and,  where 
appropriate,  the  indication  that  they  must  act 
jointly. 
3. Failing  completion  of  the  formalities  of 
registration  and  publication  required  by  this 
Regulation  the  matters  which  should  be published 
may not  be relied  upon  by administrative  parties, 
who may  however  themselves  rely  on such  matters. 
Article  5 
1. A  judicial  decision  shall  be necessary  for  the 
contract  forming  a grouping  to be declared  void; 
2. Such  a decision  may  be relied  upon  against 
third  parties  only  with  effect  from  the  date  of 
publication  of the  judgment  in the  Official  Journal 
referred  to in Article  19 (1)  of this  Regulation, 
unless  it can  be proved  that  the  third  parties  knew 
at the  time  when  they  entered  into  contractual 
relations  with  the  grouping  that  the  contract 
forming  the grouping  was  void. 
Article  6 
1. Subject  to paragraphs  2 to 5 below  and  to 
Article  7 of this  Regulation,  the  organs  and  the 
internal  regulations  of  a grouping  shall  be 
determined  by the contract. 
15. 2. 74 Official  Journal  of the  European  Communities No C 14/33 
2. The  widest  powers  to pass  any  resolution  or 
execute  or do any  act  or thing  for  the  purpose  of 
achieving  the  object  of the  grouping  shall  be vested 
in the members  of the grouping  in general  meeting. 
3. Resolutions  shall  be passed  in accordance  with 
the provisions  of the contract  or of this  Regulation. 
Unless  otherwise  provided  by  the  contract, 
resolutions  of the  general  meeting  to amend  the 
contract,  for  the  winding  up of the  grouping  before 
the expiry  of  the  contractual  term  or  for  the 
extension  of the  term  of the  grouping  shall  be taken 
unanimously. 
4. Each  member  shall  have  at least  one  vote.  The 
contract  may  however  give  more  than  one  vote  to 
certain  members. 
5. A  general  meeting  shall  be convened  at the 
request  of a manager  of the  grouping  or of at least 
one quarter  in number  of the  members  of the 
grouping. 
Article  7 
1. A  grouping  shall  be managed  by one  or more 
natural  persons  appointed  by the  contract  or by the 
general  meeting. 
2. The  acts  of a manager  shall  be binding  on the 
grouping  as against  third  parties  even  where  they  do 
not fall  within  the  objects  of the  grouping.  The 
contract  may  however  provide  that  the  grouping 
may be  validly  bound  only  by  two  or more 
managers  acting  jointly.  Any  other  limitation  on 
their  powers,  whether  under  the  contract  or  a 
decision  of the  general  meeting,  may  not  be relied 
upon  against  third  parties,  even  if it is published. 
3. The  name  and  address,  or  names  and 
addresses,  of the  person  or  persons  referred  to 
above,  and  where  appropriate  an  indication  that 
they must  act  jointly,  shall  be  published  in 
accordance  yvith  the  rules  on publicity  contained  in 
Article  4 of this  Regulation. 
Article  8 
1. The  contract  may  require  the  members  to 
make  contributions  in cash,  in kind  or by way  of 
services.  It may  also  lay  down  the  terms  and 
conditions  on  which  the  members  are  to make 
contributions,  where  necessary,  to meet  any  excess 
of expenditure  over  revenue.  If no such  provision  is 
made  by  the  contract,  such  terms  and  conditions 
shall  be laid  down  by the  general  meeting,  failing 
which  such  contribution  shall  be  made  in equal 
shares. 2. Any  assignment  of a member's  rights  shall  be 
subject  to authorization  by  the  general  meeting. 
Unless  otherwise  expressly  provided  by the  contract, 
such  decision  shall  be taken  unanimously  by  the 
members  of the  grouping  and  shall  be published  in 
accordance  with  the  rules  on publicity  contained  in 
Article  4 of this  Regulation. 
3. A  grouping  may  not  issue  debentures  or invite 
investment  by the public. 
Article  9 
1. The  members  of a grouping  shall  be jointly 
and severally  liable  out  of their  own  property  for 
the debts  thereof. 
2. Creditors  of the  grouping  may  not  proceed  for 
repayment  against  an individual  member  unless  they 
have  first  made  a written  demand  for  payment  from 
the grouping  and  failed  to obtain  satisfaction. 
3. If  a member  is proceeded  against  in respect  of 
debts  of the  grouping  he may  rely  on any  defence 
which  would  be available  to the grouping  itself. 
Article  10 
On letters  and  orders  issued  by a grouping  there 
shall  be indicated  legibly: 
— the  name  of the  grouping,  followed  by the words 
'European  Cooperation  Grouping'; 
— the  number  under  which  the  grouping  is 
registered  as provided  by Article  4 (2)  of this 
Regulation  and  the  name  of the  register  in which 
it is entered; 
— the  place  where  the  grouping  has  its head  office. 
If the  grouping  is in liquidation,  this  fact  shall  also 
be indicated. 
Article  11 
1. Unless  otherwise  expressly  provided  by  the 
contract,  a unanimous  resolution  of the  members  of 
the grouping  in general  meeting  shall  be required  for 
the admission  of new  members. 
2. Every  new  member  shall  be  responsible,  in 
accordance  with  Article  9, for  the  debts  of the 
grouping,  including  those  incurred  prior  to  his 
admission. 
No C 14/34 Official  Journal  of the  European  Communities 15. 2.74 
Article  12 
1. The  contract  may  provide  for  members  to be 
able to withdraw  by resigning.  If it does  so, it shall 
lay down  precisely  the  terms  and  conditions  on 
which  resignation  may  take  place,  failing  which  the 
clause  providing  for  resignation  shall  be void. 
2. The  members  of  the  grouping  in  general 
meeting  may  expel  any  member  who  is regularly  in 
breach  of his  obligations,  or whose  conduct  disturbs 
the smooth  running  of the  grouping.  The  decision 
shall  be  taken  in  accordance  with  the  relevant 
provisions  of the  contract  or,  failing  those,  by the 
other  members  of the grouping  unanimously. 
3. If  a member  resigns  or  is  expelled,  the 
grouping  shall  continue  to  exist  amongst  the 
remaining  members  on  the  terms  and  conditions 
contained  in the  contract  or  laid  down  by  the 
general  meeting. 4. If  the  contract  provides  in any  of the  eases 
referred  to in paragraph  3 above  that  the  grouping 
is to continue  in existence,  the  member  concerned 
shall  cease  to be a member  of the  grouping.  The 
latter  shall  continue  to exist  amongst  the  remaining 
members  on the  terms  and  conditions  contained  in 
the contract  or laid  down  by the  general  meeting. 
Article  14 
1. Where  the  object  of a grouping  as defined  by 
the contract,  or the  business  of a grouping,  does  not 
conform  to the  provisions  of  Article  2 of  this 
Regulation,  the  court  shall,  on application  by any 
person  who  proves  a legitimate  interest,  order  the 
winding-up  of the  grouping. 
2. On  application  by  a member,  the  court  may 
order  the  winding-up  of a grouping  if it is just  and 
equitable  to do so. 
Article  13 
1. A  grouping  shall  be wound  up: 
(a) upon  the  attainment  or  the  extinction  of  its 
object; 
(b) upon  the  expiry  of its term; 
(c) by a resolution  passed  by  the  members  in 
accordance  with  Article  6 (3) of this  Regulation: 
(d) if the number  of members  falls  below  two. 
2. A  grouping  which  has  come  to  consist 
exclusively  of members  subject  to the  law  of one 
Member  State  shall  be wound  up,  unless  within  six 
months  it once  more  satisfies  the  requirements  of 
Article  3 (1). 
3. Unless  otherwise  provided  by  the  contract,  a 
grouping  shall  also  be wound  up: 
(a) if one  of its members  being  a natural  person  is 
declared  bankrupt  or being  a company  goes  into 
liquidation  by reason  of insolvency; 
(b) upon  any  other  judicial  or administrative  measure 
being  taken  as the  consequence  of insolvency  or 
suspension  of payment  of debts  by  one  of its 
members; 
(c) upon  the  death  or  incapacity  of  one  of  its 
members  being  a natural  person  or upon  the 
winding  up  of  one  of  its  members  being  a 
company; 
(d) upon  the  abandonment  by one  of its members  of 
his or its business  as mentioned  in Article  3 (1) 
(b) or (c)  or of his  or its residence  within  the 
Community  for tax purposes. Article  IS 
1. If  one  of the  members  of a grouping  ceases  to 
be a member  thereof,  a valuation  shall  be made  of 
the assets  of the  grouping  in order  to determine  the 
value  of claims  by or on  that  member.  Unless  the 
contract  expressly  provides  otherwise,  this  valuation 
shall  be carried  out  by  the  manager  or managers, 
who  shall  be responsible  for  settling  the  position  of 
the outgoing  member. 
2. A  member  who  ceases  to be a member  of a 
grouping  shall,  for  a period  of five  years  from  the 
date  of publication  of such  cessation  in accordance 
with  the  rules  on publicity  contained  in Article  4 of 
this Regulation,  remain  responsible,  in accordance 
with  Article  9, for  debts  of the  grouping  having 
arisen  prior  to such  publication. 
3. The  provisions  of paragraph  1 shall  not  apply 
in the  case  of an  assignment  of the  rights  of a 
member  in accordance  with  Article  8 (2)  of this 
Regulation. 
Article  16 
1. Upon  the  winding-up  of  a grouping  being 
resolved  or  ordered  its  liquidation  shall  be 
commenced.  Unless  otherwise  expressly  provided  by 
the contract  or  resolved  by  the  general  meeting, 
liquidation  shall  be carried  out  by the  manager  or 
managers  for  the  time  being  in  office.  Where 
winding-up  is ordered  by  the  court  pursuant  to 
Article  14,  or. on an application,  stating  the  reasons 
on which  it is based,  by  one  of the  members,  a 
liquidator  or liquidators  may  be appointed  by  the 
court. 
15. 2. 74 Official  Journal  of the  European  Communities No C 14/35 
2. The  grouping  shall  retain  its capacity  within 
the meaning  of Article  1 (3) of this  Regulation  so 
far as  is necessary  for  the  purposes  of  the 
liquidation.  A grouping  in liquidation  shall  be 
represented  by its liquidators. 
3. The  fact  that  a grouping  is being  wound  up, 
together  with  the  name  or names  of the  liquidator 
or liquidators,  shall  be registered  and  published  in 
accordance  with  Article  4 of this  Regulation. with  the  performance  of the  contract  forming  the 
grouping,  shall  be  barred  five  years  after  the 
publication  of the  completion  of the  liquidation  of 
the grouping. 
2. This  period  of limitation  shall  run  from  the 
date of publication  of  the  completion  of  the 
liquidation  as provided  by Article  17 (5)  of this 
Regulation. 
Article  17 
1. The  liquidators  shall  complete  current 
transactions,  recover  the debts,  and  realize  the assets 
to such  extent  as may  be necessary  for the purpose 
of meeting  liabilities  and  of any  distribution  of 
assets  among  the  members.  Any  balance  of assets 
remaining  after  the  debts  have  been  paid  shall  be 
distributed  amongst  the members  of the grouping  in 
accordance  with  the  provisions  of the  contract.  In 
the absence  of such  provisions,  such  distribution 
shall  be in equal  shares. 
2. The  liquidators  shall  place  on  deposit  or 
otherwise  secure  any  sums  of money,  or other 
property,  due  to any  creditor  to whom  they  are 
unable  to make  payment  or to any  member  to 
whom  they  are unable  to distribute. 
3. If  any  legal  proceedings  are  commenced  in 
connection  with  the  distribution  of the  assets,  the 
liquidators  shall,  as regards  the  sums  in question, 
suspend  the  distribution  until  a judgment  or other 
pronouncement  is given  or made  by  the  court 
having  jurisdiction. 
4. The  liquidators  shall  register  and  publish  the 
completion  of the liquidation  in accordance  with  the 
provisions  of Article  4 of this  Regulation. 
Article  18 
1. Rights  of action  against  a grouping,  or by a 
grouping  against  one  of its members  in connection Article  19 
1. Member  States  shall  take  all necessary  steps  to 
ensure  that  the rules  of this  Regulation  on publicity 
are applied. 
They  shall  ensure  that  the  matters  referred  to in 
Article  4 (1),  and  any  changes  in such  matters,  and 
in addition  any  other  matters  which  this  Regulation 
requires  to be  publicized,  are  published  in the 
Official  Journal  for  the  publication  of matters 
relating  to companies  in the  State  in which  the 
grouping  has  its head  office.  They  shall  also  ensure 
that all  persons  have  access  to  the  register 
designated  under  Article  4 (2) of this  Regulation  and 
to the documents  filed  therein. 
2. Member  States  shall  take  appropriate  steps  to 
penalize: 
(a) the unlawful  use  of the  description  'European 
Cooperation  Grouping',  or  of  any  other 
expression  likely  to give  rise  to confusion 
therewith,  by  any  grouping  which  is not 
constituted  in accordance  with  the  provisions  of 
this Regulation. 
(b) any offence  against  Article  10. 
Article  20 
Any profits  made  by  a grouping  shall  only  be 
taxable  in the hands  of its members. 
Proposal  for a Council  Regulation  on the importation  free  of Common  Customs  Tariff 
duties  of educational,  scientific  and cultural  materials 
(Submitted  to the Council  by the Commission  on  21 December  1973) 
THE  COUNCIL  OF THE  EUROPEAN  Having  regard  to the proposal  from  the Commission; 
COMMUNITIES, 
Having  regard  to the  Opinion  of the  European 
Having  regard  to  the  Treaty  establishing  the  Parliament, 
European  Economic  Community  and  in particular  Having  regard  to the Opinion  of the Economic  and 
Article  28 thereof;  Social  Committee;