No C 103/4 Official  Journal  of the European  Communities 28. 4. 78 
II 
(Preparatory  Acts) 
COMMISSION 
Amended  proposal  for  a Council  Regulation  (EEC)  on the  European  Cooperation 
Grouping  (ECG)  (*) 
(Submitted  by  the  Commission  to  the  Council  pursuant  to the  second  paragraph  of 
Article  149  of the EEC  Treaty  on 12 April  1978) 
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 
insufficient  for  cooperation  at Community  level 
precisely  because  they  are  the  creatures  of national 
legal  systems; 
(») OJ No C 14, 15. 2. 1974,  p. 30. Whereas  it appears  therefore  that  action  should  be 
taken  by the  Community  to attain  the  Community 
objectives  referred  to above; 
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  interests  of  employees  must  be 
protected,  particularly  when  the grouping  is formed 
or voluntarily  wound  up; 
28. 4. 78 Official  Journal  of the European  Communities No C 103/5 
Whereas,  to  enable  the  employees  or  their 
representatives  to assess  the effects  of the formation 
of the  grouping  on the  interests  of employees,  it is 
necessary  to inform  them  before  the  grouping  is 
formed;  whereas  if the  employees  or  their 
representatives  consider  that  their  interests  will  be 
adversely  affected,  the measures  to be taken  for their 
benefit  must  be  formulated  primarily  through 
negotiations; 
Whereas  similar  principles  must  apply  in the case  of 
the voluntary  winding-rup  of the grouping;  whereas 
negotiations  must  therefore  be opened  with  the 
employees  or their  representatives  before  winding-up 
is -resolved;  whereas  any  agreement  on the measures 
to be taken  as regards  the employees  must  in such 
cases  be set down  in writing; 
Whereas,  in the event  of the  failure  of negotiations 
and particularly  if it has been  decided  to wind  up the 
grouping,  in both  cases  the  provisions  on  the 
protection  of the rights  and  privileges  of employees  in 
the case  of mergers,  takeovers  and  amalgamations  in 
force  in the  Member  State  whose  rules  govern  the 
employment  relationship  in  question  must  be 
applied; 
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; 
ORIGINAL  TEXT 
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  the head 
office  as specified  by the  contract  forming  the 
grouping  is situated. Whereas  the  grouping  should  be  a vehicle  for 
cooperation  between  undertakings  carrying  on 
business  on the territory  of different  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  to 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,  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  separate  from  its members,  any 
profits  arising  should  be taxed  only  in the hands  of 
the members, 
HAS  ADOPTED  THIS  REGULATION: 
AMENDED  TEXT 
Article  1 
1. European  Cooperation  Groupings  may  be 
formed  by contract  for  a limited  period,  upon  and 
subject  to the  terms  and  conditions  and  in the 
manner  and  with  the  effects  laid  down  by this 
Regulation. 
2. unchanged 
No C 103/6 Official  Journal  of the European  Communities 28. 4. 78 
ORIGINAL  TEXT 
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. AMENDED  TEXT 
3. unchanged 
Article  1 a 
1. The  employees  concerned,  or  their 
representatives,  shall  be notified  in good  time  before 
a grouping  is formed. 
2. If  the  employees  concerned  are  of the  opinion 
that their  interests  will  be adversely  affected  by the 
formation  of a grouping,  the management  bodies  of 
the companies  concerned,  or the  persons  seeking  to 
form  a grouping,  shall  at the  request  of the 
employees  or their  representatives  agree  with  them  on 
the measures  to be taken  as regards  the employees. 
3. If  no agreement  is reached  between  the parties, 
the provisions  to be applied  shall  be those  on the 
protection  of the rights  and  advantages  of employees 
in the case  of mergers,  takeovers  and  amalgamations 
in force  in the  Member  State  whose  regulations 
govern  the  working  conditions  of the  employees 
concerned. 
Article  2 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. 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. 
Its activities  shall  be  organically  related  to the 
business  of its members.  The  aim  of the  grouping 
shall  not  be  to make  profits  for  itself  and,  in 
accordance  with  this  principle,  profits  which  actually 
accrue  from  the activities  of the  grouping  shall  rank 
proportionately  as the  profits  of the  members  and 
shall  be accounted  for on this  basis  in the proportion 
provided  for in the contract  or, in the absence  of any 
provision,  in equal  parts. 
The object  of a grouping  shall  be defined  in the 
contract  forming  the  grouping  and  shall  conform 
to the requirements  of paragraph  2 below. 
2. The  activities  of a grouping  shall  be be limited 
to: 
— the  provision  of  services  exclusively  to  its 
members, 
— the  production,  processing  or packaging  of goods 
exclusively  for the purposes  of its members. 
28.4.  78 Official  Journal  of the  European  Communities No C 103/7 
ORIGINAL  TEXT AMENDED  TEXT 
3. A  grouping  may  not  exercise  management  3.  unchanged 
functions  in respect  of the business  of its members. 
4. A  grouping  may  not  have  more  than  250 
employees. 4. A  grouping  may  not  have  more  than  500 
employees. 
Article  3 Article  3 
1. A  grouping  shall  consist  of at least:  1.  unchanged 
(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  businesses  are 
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 2.  unchanged 
a Member  State  for tax purposes. 
Article  4 Article  4 
1. The  contract  forming  a grouping  shall  designate 
the head  office  thereof,  which  must  be situated  within 
the Community. 
The contracts  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,  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  the 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. 1. unchanged 
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 filled  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 The matters  referred  to in paragraph  (1) above  shall 
be published  in the form  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 
No C 103/8 Official  Journal  of the European  Communities 28. 4.78 
ORIGINAL  TEXT AMENDED  TEXT 
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  against  third  parties  who  may 
however  themselves  rely  on such  matters. the persons  referred  to in Article  7 (1)  of this 
Regulation  and,  where  appropriate,  the  indication 
that they  must  act jointly. 
Notice  of the formation  of a grouping  together  with 
the date  and  place  of publication  shall  be given  in the 
Official  Journal  of the European  Communities  within 
one month  of its publication  in the national  official 
publications. 
3. unchanged 
Article  5 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. 1. unchanged 
unchanged 
Article  6 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. 
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. 1. Subject  to paragraphs  2 to 6 below  and  to 
Article  7 of this  Regulation,  the  organs  and  the 
internal  regulations  of a grouping  shall  be determined 
by the contract. 
2. unchanged 
3. unchanged 
4. unchanged 
5. The  contract  may  provide  for decisions  of the 
general  meeting  to be adopted  by written  procedure 
on certain  matters  which  are expressly  referred  to in 
No C 103/9 28.4.78  Official  Journal  of the European  Communities 
ORIGINAL  TEXT 
5. A  general  meeting  shall  be convened  at the 
request  of a manager  of the grouping  or of at least 
one-quarter  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  with  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. AMENDED  TEXT 
the contract,  always  excluding  the matters  referred  to 
in paragraph  3. 
6. A  general  meeting  shall  be convened  at the 
request  of a manager  of the grouping  or of at least 
two of the members  of the grouping. 
Article  7 
1. unchanged 
2. The  acts  of a manager  shall  be binding  on the 
grouping  as against  third  parties  when  he is acting  on 
behalf  of the grouping  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. unchanged 
Article  8 
1. unchanged 
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. 
The assignment  by members  acting  as individuals  of 
part of their  membership  rights  shall  not  be 
permitted. 
3. A  grouping  may  not  issue  debentures  or invite 
investment  by the public. 3. unchanged 
No C 103/10 Official  Journal  of the European  Communities 28. 4.78 
ORIGINAL  TEXT 
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. AMENDED  TEXT 
Article  9 
1. unchanged 
2. Creditors  of the grouping  may  not  proceed  for 
repayment  against  an individual  member  unless  they 
have  first  made  a formal  demand  for payment  from 
the grouping. 
3. unchanged 
Article  10 Article  10 
On letters  and  orders  issued  by a grouping  there  shall  unchanged 
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 Article  11 
1. Unless  otherwise  expressly  provided  by  the  1.  unchanged 
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 2.  unchanged 
accordance  with  Article  9, for  the debts  of the 
grouping,  including  those  incurred  prior  to his 
admission. 
I 
Article  12 Article  12 
1. The  contract  may  provide  for members  to be 1.  unchanged 
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. 
28. 4. 78 Official  Journal  of the European  Communities No C 103/11 
ORIGINAL  TEXT AMENDED  TEXT 
2. The  members  of  the  grouping  in general  2.  unchanged 
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  3.  unchanged 
shall  continue  to exist  amongst  the  remaining  mem-
bers on the  terms  and  conditions  contained  in the 
contract  or laid  down  by the general  meeting. 
Article  13 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. 1. unchanged 
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). 2. unchanged 
3. Unless  otherwise  provided  by the  contract,  a 3.  unchanged 
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  with  in the 
Community  for tax purposes. 
4. If  the  contract  provides  in any  of the  cases  4.  unchanged 
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. 
No C 103/12 Official  Journal  of the European  Communities 28. 4. 78 
ORIGINAL  TEXT AMENDED  TEXT 
Article  14 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. 1. unchanged 
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. 2. unchanged 
Article  15 Article  15 
1. If  one  of the  members  of a grouping  ceases  to 
be a member  thereof,  a valuatipn  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. 1. unchanged 
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  which  have 
arisen  prior  to such  publication. 2. unchanged 
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. 3. unchanged 
Article  16 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. 1. unchanged 
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. 2. unchanged 
28. 4. 78 Official  Journal  of the  European  Communities No C 103/13 
ORIGINAL  TEXT  AMENDED  TEXT 
3. The  fact  that  a grouping  is being  wound  up,  3.  unchanged 
together  with  the name  or names  of the liquidator  or 
liquidators,  shall  be  registered  and  published  in 
accordance  with  Article  4 of this  Regulation. 
Article  16 a 
1. If  the  employees  or  their  representatives 
consider  that  the  interests  of employees  will  be 
adversely  affected  by the  proposed  winding-up  of a 
European  Cooperation  Grouping,  the  manager  or 
managers  of the grouping  shall,  before  the decision  to 
wind  up is taken  at the  general  meeting,  agree  with 
the employees  or  their  representatives  on  the 
measures  to be taken  in favour  of the  employees 
(social  plan). 
2. Any  agreement  on the social  plan  shall  be made 
in writing. 
3. The  manager  or managers  shall  inform  the 
general  meeting  of the outcome  of the negotiations  on 
the social  plan. 
4. If  no agreement  is reached  in the  negotiations 
on the  social  plan  and  the  general  meeting  has 
decided  to wind  up the  grouping,  the  subsequent 
procedure  shall  be subject  to the  provisions  on the 
protection  of the rights  and  advantages  of employees 
in the case  of mergers,  takeovers  and  amalgamations 
in force  in the  Member  State  whose  regulations 
govern  the working  conditions  in question. 
Article  17 Article  17 
1. The  liquidators  shall  complete  current  1.  unchanged 
transactions,  recover  the debts,  and  realize  the assets 
to such  extent  as may  be necessary  for the purpose  of 
meeting  liabilities  and  of any  distributing  of assets 
among  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  2.  . unchanged 
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 3.  unchanged 
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  4.  unchanged 
completion  of the liquidation  in accordance  with  the 
provisions  of Article  4 of this  Regulation. 
No C 103/14 Official  Journal  of the European  Communities 28. 4. 78 
ORIGINAL  TEXT 
Article  18 
1. Rights  of action  against  a grouping,  or by a 
grouping  against  one  of its members  in connection 
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 (4) of this  Regulation. 
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. AMENDED  TEXT 
Article  18 
1. unchanged 
2. unchanged 
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. 
Member  States  shall  take  all necessary  steps  to 
transmit  in good  time  to the competent  institutions  of 
the European  Communities  the  information  to be 
published  in the  Official  Journal  of the  European 
Communities  pursuant  to  Article  4 of  this 
Regulation. 
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. 2. unchanged 
Article  20 Article  20 
Any profits  made  by a grouping  shall  only  be taxable  unchanged 
in the hands  of its members. 
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ORIGINAL  TEXT  AMENDED  TEXT 
Article  21 
Member  States  shall  implement  the  requirements  of 
Article  19 within  12 months  of the  adoption  of this  . 
Regulation. 
Article  22 
This  Regulation  shall  enter  into  force  12 months 
following  the day  of 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.