Source: EURLEX
Language: en
Format: md

21.4 . 92 Official Journal of the European Communities No C 99 / 1

II

( Preparatory Acts )

# COMMISSION

Proposal for a council regulation on the statute for a European association

( 92 / C 99 / 01 )

COM(91 ) 2 73 final — SYN 386

( Submitted by the Commission on 6 March 1992 )

THE COUNCIL OF THE EUROPEAN COMMUNITIES,

Having regard to the Treaty establishing the European
Economic Community, and in particular Article 100a
thereof,

Having regard to the proposal from the Commission,

In cooperation with the European Parliament,

Having regard to the opinion of the Economic and
Social Committee,

Whereas the European Parliament adopted a resolution
of 13 March 1987 on non-profit-making associations in
the European Communities (');

Whereas the Commission adopted a communication to
the Council of 18 December 1989 ( 2 ); whereas the

Economic and Social Committee gave its opinion on
that communication on 19 September 1990 ( 3 );

Whereas the completion of the internal market means
that there must be full freedom of establishment for all
activities which contribute to the objectives of the
Community, irrespective of the form taken by the body
which carries them on ;

Whereas associations in Europe help to promote the
general interest and to develop many and various activ ­
ities in fields such as education, culture, social work or
development aid ;

Whereas foundations are entities to which have been
irrevocably allotted goods, rights and resources for car ­
rying out work which is of public interest ;

Whereas associations and foundations are therefore

above all entities which act without the main intention
of securing a profit and which operate in accordance
with their own principles, which are different from
those applying to other businesses ;

Whereas today almost all associations and founda ­
tions, in pursuit of their aims, play a full part in the life
of the economy, by engaging on a regular basis in some
economic activity, as their main activity or as a secon ­
dary one ;

Whereas cross-border cooperation between associa ­
tions and foundations is currently hampered by legal
and administrative difficulties in the Community which
should be eliminated in a market without frontiers ;

Whereas the introduction of a European form of organ ­
ization should enable all associations and foundations

to operate outside their own national borders in all or
part of the territory of the Community ;

Whereas, therefore, the Community, which is con ­
cerned to respect equal terms of competition and to
contribute to its economic development, should pro ­
vide associations and foundations, which are a form of
organization generally recognized in all Member States,
with an adequate legal instrument capable of facilitat ­
ing the development of their transnational activities ;

Whereas the Statute for a European company, as prov ­

(') OJ No C 99, 13 . 4 . 1987, p. 205 . ided for in Regulation ( EEC ) No . . . ( 4 ), is not an

( 2 ) Businesses in the ' économie sociale ' sector — Europe's
frontier-free market : SEC(89 ) 2187 final .
0 OJ No C 332, 31 . 12 . 1990, p. 81 . ( 4 ) OJ No

No C 99 / 2 Official Journal of the European Communities 21.4 . 92

instrument which is suited to the specific features of
associations and foundations ;

Whereas the European Economic Interest Grouping
( EEIG ), as provided for in Regulation ( EEC ) No
2137 / 85 ('), does allow certain activities to be carried
on in common, while nevertheless preserving the
independence of its members, but it does not meet the
specific requirements of associations or foundations ;

Whereas it is therefore fitting to establish at Com ­
munity level adequate and specific rules which will
permit the creation of European associations ; whereas
it seems appropriate to enable foundations to take
advantage of these rules and so to set up European
associations ; whereas, nevertheless, any European
association established by foundations will be gov ­
erned, as regards its constitution and functioning, by
the provisions of the said set of rules ;

Whereas at Community level associations and founda ­
tions exemplify a People 's Europe in that they help and
encourage individuals to play an active role in the life
of the Community ; whereas it is fitting that natural per ­
sons should also be able to establish a European asso ­
ciation ab initio ;

Whereas respect for the principle of the primacy of the
individual is reflected in the specific rules on member ­
ship, resignation and expulsion, where the ' one man,
one vote ' rule is laid down and the right to vote is
vested in the individual, with the implication that
members cannot share in the profits realized or exercise
any rights over the assets of the European association ;

Comminity law are applicable, for example with regard

to :

— rules on employee involvement in the decision ­

making process,

— employment law,

— taxation law,

— competition law,

— intellectual and industrial property law,

— rules on insolvency and suspension of payments ;

Whereas the application of this Regulation must be
deferred so as to enable each Member State to incor ­

porate into its national law the provisions of Council
Directive ( EEC ) No . . . supplementing the Statute for a
European association with regard to the involvement of
employees ( 2 ) in the European association and to put in
place in advance the necessary machinery for securing
the formation and operation of European associations
having their registered office in its territory, so that the

Regulation and the Directive may be applied concomi ­
tantly ;

Whereas work on the approximation of national com ­
pany law has made substantial progress so that refer ­
ence may be made to certain dispositions made by the
Member State where the association has its registered
office for the purpose of implementing directives on
companies, by analogy for the European association in
areas where the functioning of the association does not
require uniform Community rules, such dispositions
being appropriate to the arrangements governing the

Whereas the essential aim of the legal rules governing European association :
the European association implies that such an assoca ­
tion may be constituted by natural persons coming
from ( and resident in ) two Member States of the Com ­ — Council Directive 68 / 151 / EEC of 9 March 1968
munity, or by legal entities from two different Member on coordination of safeguards which, for the pro ­
States and by transformation of a national association tection of the interests of members and others, are
without first being wound up so long as the association required my Member States of companies within
has its registered office and central administration in the meaning of the second paragraph of Article 58
the Community and an establishment in a Member of the Treaty, with a view to making such safe ­
State other than that in which it has its central adminis ­ guards equivalent throughout the Community ( 3 ),
tration ; in this last case, the assocation must engage in as last amended by the Act of Accession of Spain
genuine and effective cross-border activity ; and Portugal,

Whereas the rules on accounting are intended to ensure
more effective management and to forestall any possi ­
ble difficulty ;

Whereas, on matters not covered by this Regulation,
the provisions of the law of the Member States and of

(') OJ No L 199, 31.7 . 1985, p. 1 .

— Council Directive 78 / 660 / EEC of 25 July 1978

based on Article 54 ( 3 ) ( g ) of the Treaty on the
annual accounts of certain types of companies ( 4 ),
as last amended by Directives 90 / 604 / EEC ( 5 ) and
90 / 605 / EEC ( 6 ),

( 2 ) See page 14 of this Official Journal — Proposal .
( 3 ) OJ No L 65, 14 . 3 . 1968, p. 8 .
(«) OJ No L 222, 14 . 8 . 1978, p. 1 1 .

( 5 ) OJ No L 317, 16 . 11 . 1990, p . 57 .
( 6 ) OJ No L 317, 16 . 11 . 1990, p . 60 .

21.4 . 92 Official Journal of the European Communities No C 99 / 3

— Council Directive 83 / 349 / EEC of 13 June 1983
based on Article 54 ( 3 ) ( g ) of the Treaty on consoli ­
dated accounts ('), as last amended by Directives
90 / 604 / EEC and 90 / 605 / EEC,

— Council Directive 84 / 253 / EEC of 10 April 1984

based on Article 54 ( 3 ) ( g ) of the Treaty on the
approval of persons responsible for carrying out
the statutory audits of accounting documents ( 2 ),

— Council Directive 89 / 48 / EEC of 21 December
1988 on a general system for the recognition of
higher-education diplomas awarded on completion
of professional education and training of at least
three years ' duration ( 3 ),

— Council Directive 89 / 666 / EEC of 21 December
1989 concerning disclosure requirements in respect
of branches opened in a Member State by certain
types of company governed by the law of another
State ( 4 );

Whereas recourse to this set of rules should be

optional,

HAS ADOPTED THIS REGULATION :

TITLE I

GENERAL PROVISIONS

Chapter I

Formation of the European association

Article 1

( Form of the European association )

1 . A European association ( EA ) shall be a permanent
body whose members pool their knowledge or their
activities either for a purpose in the general interest as
understood in the legal system of the Member State in
which the EA has its registered office or in order
directly or indirectly to promote the trade or profes ­
sional interests of its members .

The profits from any economic activity carried out by
the EA shall be devoted exclusively to the pursuit of its
objects, and may not be divided amongst the members .

2 . Subject to the application at national level of the
legal and administrative rules governing the carrying

(') OJ No L 193, 18 . 7 . 1983, p. 1 .
O OJ No L 126, 12 . 5 . 1984, p. 20 .
0 OJ No L 19,24 . 1 . 1989, p. 16 .
( 4 ) OJ No L 395, 30 . 12 . 1989, p . 36 .

on of an activity or the exercise of a profession, the EA
shall be free to determine the activities necessary for
the pursuit of its objects, provided they are compatible
with the objectives of the Community, Community
public policy and the public policy of the Member
States . It shall pursue them in accordance with the
principles which derive from its character as a grouping
of persons, and shall be managed in a disinterested
fashion .

Article 2

( Legal personality )

1 . An EA shall have legal personality . It shall acquire
it on the day of its registration in the Member State in
## which it has its registered office in the, register desig ­

nated by that State in accordance with Article 7 ( 3 ).

2 . An EA 's legal personality shall entitle it in parti ­
cular to perform any of the following acts, provided
they are necessary for the pursuit or the EA 's objects :

a ) to conclude contracts and perform other legal acts ;

b ) to acquire movable and immovable property ;

c ) to receive donations and legacies ;

d ) to employ staff ;

e ) to be a party to legal proceedings .

3 . The liability of the EA shall be limited to its assets .

Article 3

( Formation and rules )

1 . The following may form an EA :

— two or more legal entities, formed under the law of

a Member State, set out in the Annex and having
their registered office and central administration in
at least two Member States,

— at least 21 natural persons being nationals of at

least two Member States .

2 . An association which has been formed in accord ­

ance with the law of a Member State and has its regis ­
tered office and central administration in the Com ­

munity may form an EA by converting into EA form if
it has an establishment in a Member State other than

that of its central administration, and can demonstrate
that it is carrying on genuine and effective cross-border
activities .

Such conversion shall not result in the association

being wound up or in the creation of a new legal per ­

son .

No C 99 / 4 Official Journal of the European Communities 21.4 . 92

The executive committee of such an association shall
draw up a proposal for conversion covering the legal
and economic aspects of the conversion .

The conversion to EA form and the EA 's statutes shall
be approved by the general meeting of the members in
accordance with the requirements laid down for
amendment of its statutes in Article 19 .

3 . The statutes of the EA must include :

— its name, preceded or followed by the abbreviation

' EA ',

— a precise statement of its objects,

— the name, address, occupation and nationality of

the founder members, where these are natural per ­

sons,

— the name, objects and registered offices of the

founder members, where these are legal entities,

## — the address of the EA 's registered office,

— the conditions and procedures for the admission,

expulsion and resignation of members,

— the rights and obligations of members, and the dif ­

ferent categories of member if any, and the rights
and obligations of members in each category,

— the powers and responsibilities of the executive

committee, and the extent of its authority to repre ­
sent the EA in dealings with third parties,

— provisions governing the appointment and removal

of the members of the executive committee,

— the majority and quorum requirements,

— the conditions for the initiation of proceedings on

behalf of the EA under Article 34,

— the grounds for winding up .

4 . For the purposes of this Regulation the ' statutes ' of
the EA comprise both the instrument of incorporation
and, where they are set out in a separate document, the
EA 's statutes properly so-called .

Article 4

## ( Registered office )

The registered office of an EA shall be situated at the
place specified in its statutes, which must be within the
Community, It shall be the same as the place where the
EA has its central administration .

Article 5

## ( Transfer of registered office )

1 . The registered office of an EA may be transferred
within the Community . Such transfer shall not result in
the EA being wound up or in the creation of a new
legal person .

2 . Where the transfer of the registered office results in
a change of the law applicable pursuant to Article 6(1 )
( b ), a transfer proposal shall be published in accord ­
ance with Article 7 .

No decision to transfer may be taken for two months
after publication of the proposal . Any such decision
must be taken under the conditions laid down for the

amendment of the statutes . The transfer of the regis ­
tered office of the EA and the resulting amendment to
its statutes shall take effect from the date of registration
of the EA, in accordance with Article 7 ( 3 ), in the regis ­
## ter for the new registered office That . registration may

not be effected until evidence has been produced that
the proposed transfer of the registered office has been
published .

3 . The removal of the EA from the register for its pre ­
vious registered office may not be effected until evi ­
dence has been produced that the EA has been regis ­
## tered in the register for its new registered office .

4 . The fact of the new registration and the fact of the
removal of the old registration shall both be published
in the Member States concerned, in accordance with

Article 8 .

5 . The new registration of the registered office of the
EA may be relied on as against third parties from pub ­
lication . However, until the removal of the EA from the
register for its previous registered office has been pub ­
lished third parties may continue to rely on the old
registered office unless the EA proves that such third
## parties were aware of the new registered office .

Article 6

( Applicable law )

1 . An E A shall be governed :

a ) — by the provisions of this Regulation,

— where expressly authorized by this Regulation,

by the provisions freely determined by the par ­
ties in the statutes of the EA ;

failing this :

b ) — by the law of the Member State in which the

EA has its registered office, as determined by
that State,

— by the provisions freely determined by the par ­

ties in the statutes of the EA, in accordance
with the law of the Member State in which the

## EA has its registered office .

2 . Where a State comprises several territorial units,
each of which has its own rules of law applicable to the
matters referred to in paragraph 1, each territorial unit

21.4 . 92 Official Journal of the European Communities No C 99 / 5

shall be considered a State for the purposes of identify ­
ing the law applicable under point ( b ) of paragraph 1 .

3 . In each Member State and subject to the express
provisions of this Regulation, an EA shall have the
same rights, powers and obligations as an association
formed under the law of the Member State in which the

EA has its registered office .

Article 7

( Registration and disclosure requirements )

The founder members shall draw up the statutes of the
EA in accordance with the provisions for the formation
of associations laid down by the law of the State in
which the EA has its registered office . The statutes
must at least be in writing and signed by the founder
members .

2 . In those Member States whose legislation does not
provide for any precautionary supervision, whether
administrative or judicial, at the time of formation, the
statutes shall be adopted by notarial act . The supervi ­
sory authority shall ensure that this act complies with
the requirements for the formation of an EA, and in
particular those set out in Articles 1 to 4 .

3 . Member States shall designate the register in which
EA 's must be registered and shall determine the rules
governing it . They shall lay down the procedures for fil ­
ing the EA 's statutes . No EA may be registered until
the measures procided for in Directive .../.. ./ EEC

[ supplementing the Statute for a European association
with regard to the involvement of employees ] have
been adopted .

4 . Member States shall take the measures required to
ensure that the following documents and particulars
are disclosed as provided for in paragraph 3 :

( a ) the statutes of the EA, any amendments to them,

and the complete text of the statutes in its up-to ­
date form ;

( b ) the opening or closing of any establishment ;

( c ) the appointment, termination of office and particu ­

lars of the persons who either as a body constituted
pursuant to law or as members of any such body :

— are authorized to represent the EA in dealings
with third parties and in legal proceedings,

— take part in the administration, supervision or

control of the EA ;

( d ) the balance sheet and the profit and loss account

for each financial year ; the document containing
the balance sheet shall give particulars of the per ­
sons who are required by law to certify it ;

( e ) any proposal to transfer the registered office as

referred to in Article 5 ( 2 ) ;

( f ) the winding-up and liquidation of the EA and the

decision to continue the EA 's activities taken pur ­
suant to Article 42 ;

( g ) any declaration of nullity of the EA by a court ;

( h ) the appointment of liquidators, particulars of such

liquidators and their respective powers, the termi ­
nation of their office .

( i ) the conclusion of the liquidation of the EA and the
removal of the EA from the register .

5 . If, prior to its acquisition of legal personality, steps
have been taken in the name of an EA nad the EA does

not assume the obligations arising from those steps, the
persons who took them shall be jointly and severally
liable therefor, unless otherwise agreed .

Article 8

( Publication of documents and particulars relating to

the EA in the Member States )

1 . Member States shall ensure that the documents

and particulars referred to in Article 7 ( 4 ) are published
in the appropriate official gazette in the Member State
## in which the EA has its registered office and shall,

determine by which persons the disclosure formalities
are to be carried out . Disclosure shall be effected by
publication either of an extract or of a reference to the
entry in the register .

Member States shall also ensure that anyone may con ­
sult the documents referred to in Article 7 ( 4 ) in the
register referred to in Article 7 ( 3 ), and may obtain a
copy of the whole or any part, by post if requested .

Member States shall take the necessary measures to
avoid any descrepancy between what is disclosed by
publication and what appears in the register . However,
in cases of discrepancy, the text published may not be
relied on as against third parties ; the latter may never ­
theless rely thereon, unless the EA proves that they had
knowledge of the texts entered in the register .

Member States may require payment of a fee for the
services referred to in the preceding subparagraph, but
the fee may not exceed the administrative cost .

2 . The national rules adopted pursuant to Directive
89 / 666 / EEC shall apply to branches of an EA opened
in a Member State other than that in which it has its

registered office .

3 . Documents and particulars may be relied on by the
EA as against third parties only after they have been
disclosed in accordance with paragraph 1, unless the
EA proves that the third party had knowledge thereof .
However, they may not be relied on in respect of tran ­
sactions which take place before the 16th day after

No C 99 / 6 Official Journal of the European Communities 21.4 . 92

publication as against third parties who prove that they
could not have had knowledge thereof .

4 . Third parties may rely on any documents and parti ­
culars in respect of which the disclosure formalities
have not yet been completed, save where non-disclo ­
sure causes them not to have effect .

Article 9

( Notice in the Official Journal )

Member States shall ensure that a notice stating that an
EA has been registered or that the liquidation of an EA
has been concluded is published for information pur ­
poses in the Official Journal of the European Communi ­

ties, stating the number, date and place of registration
of the EA, the date and place of publication and the
title of the publication, the address of the EA and a
summary of ists objects and that these particulars are
forwarded to the Office for Official Publications of the

European Communities within one month of the date
of the publication in the official gazette of the Member
State in which the EA has its registered office pursuant
to Article 8(1 ).

Where the registered office of the EA is transferred in
accordance with Article 5 a notice shall be published
containing the information provided for in the first par ­
agraph, together with that relating to the new registra ­
tion .

Article 10

( Particulars to be stated in the EA 's documents )

Letters and documents sent to third parties shall state
legibly :

( a ) the name of the EA, preceded or followed by the

abbreviation ' EA ';

( b ) the place of the register in which the EA is regis ­

tered in accordance with Article 7 ( 3 ), and the num ­
ber of the EA 's entry in that register ;

## ( c ) the address of the EA 's registered office ;

( d ) the fact that the EA is in liquidation or under the

administration of the courts if that is so .

Chapter II

General meeting

Article 11

( Competence )

The general meeting shall decide on :

( a ) matters for which it has sole responsibility under

this Regulation ;

( b ) matters for which the executive committee does not

have sole responsibility as a result of :

— this Regulation,

— Directive .../.. ./ EEC [ supplementing the
Statute for a European association with regard
to the involvement of employees ],

— the law of the State where the EA has its regis ­

tered office,

— the statutes of the EA .

Article 12

( Rules applicable to the convening, organization and

conduct of general meeting )

Subject to this Regulation, the convening, organization
and conduct of general meetings shall be governed by
the statutes adopted in accordance with the laws, regu ­
lations and administrative provisions concerning the
legal entities of the Member State in which the EA has
its registered office set out in the Annex hereto .

Article 13

( Convening of general meeting )

1 . A general meeting shall be held at least once a
year, not more than six months after the end of the
EA 's financial year .

2 . General meetings may be convened by the execu ­
tive committee at any time either on its own initiative
or at the request of at least 25 % of the members ; the
statutes may set a lower proportion .

3 . The request for a meeting shall state the reasons for
convening it and the items to be included on the
agenda .

4 . If, following a request made pursuant to paragraph
2, the necessary steps have not been taken within a
month, the competent judicial or administrative auth ­
ority of the State where the EA 's registered office is
situated may order the convening of a general meeting
or authorize either the members who have requested it
or their representative to convene the meeting .

5 . A general meeting may, during a meeting, decide
that a further meeting be convened and set the date and
the agenda .

6 . The agenda for the general meeting held after the
end of the financial year shall include at least the
approval of the annual accounts and of the appropria ­
tion of the profit or treatment of the loss, the approval
of the budget estimates, and, if applicable, the approval

21.4 . 92 Official Journal of the European Communities No C 99 / 7

of the annual report referred to in Article 46 of Direc ­
tive 78 / 660 / EEC, to be submitted by the executive
committee .

Article 14

( Addition of items to the agenda )

Not less than 25 % of the members of the EA, which
proportion may be reduced by the statutes, may, within
ten days of receipt of the notice convening a general
meeting, request the addition of one or more items to
the agenda .

Article 15

( Attendance and proxies )

Each member shall be entitled to attend the general
meeting ; he may appoint another member to represent
him . A member may not represent more than two
others .

Article 16

( Right to information )

All members of the EA shall have an equal right of
access to information, particularly on accounting mat ­
ters, both before and at general meetings .

This information shall be made available to members
at the EA 's registered office at least one month before
the holding of the meeting .

In particular, before the general meeting that follows
the end of the financial year, members may examine

any accounting documents that must be drawn up in
accordance with the national measures adopted pur ­
suant to Directives 78 / 660 / EEC and 83 / 349 / EEC .

Article 17

( Voting rights )

Each member shall have one vote .

Article 18

( Normal majority )

Decisions shall be taken by a majority of the votes of
the members present or represented .

Article 19

( Special majority )

The general meeting shall have sole power to amend
the statutes of the EA ; any such resolution shall be

passed by a majority of two thirds of the votes of the
members present or represented .

A Member State may provide that the executive com ­
mittee is to amend the statutes where it is ordered to do

so by a court or administrative authority whose authori ­
zation is required for amendments to the statutes .

Article 20

( Resolutions affecting the rights of a class of member )

Where a resolution of the general meeting would affect
the rights of a particular class of member, it must be
approved by those members by a separate vote .

Where the statutes are to be amended in a way which
affects a particular class of member, those members
shall decide by a majority of two thirds of the votes

cast .

Article 21

( Actions challenging resolutions of the general meeting )

Decisions of a court or competent authority declaring a
resolution of the general meeting void or non-existent
shall be the - subject of disclosure in accordance with
Article 8 .

Chapter III

The executive committee

Article 22

( Functions of the executive committee ; appointment of

members )

1 . The executive committee shall manage the EA . The
member or members of the executive committee shall

have the power to represent the EA in dealings with
third parties and in legal proceedings in accordance
with the measures adopted pursuant to Directive 68 /

151 / EEC by the Member State in which the EA has its
registered office .

2 . The executive committee shall have at least three

members, with the maximum number fixed by the sta ­

tutes .

3 . The executive committee may delegate to a com ­
mittee composed of one or more of its members the
power of management . It may also delegate certain
management responsibilities to one or more persons
not members of the executive committee ; such man ­
agement responsibilities may be revoked at any time .
The statutes, or if the statutes are silent, the general
meeting, shall lay down the conditions within which
such delegation shall operate .

No C 99 / 8 Official Journal of the European Communities 21.4 . 92

4 . The member or members of the executive com ­
mittee shall be appointed and removed by the general
meeting .

Article 23

( Holding of meetings and right to information )

1 . The executive committee shall meet at least once
every three months, at intervals laid down by the sta ­
tutes, to discuss the progress and foreseeable prospects
of the EA 's affairs .

2 . The executive committee shall meet to deliberate

on the operations referred to in Article 30 .

3 . Each member of the executive committee shall be
entitled to examine all reports, documents and infor ­
mation supplied to the committee concerning the activ ­
ities of the EA .

Article 24

( Chairmanship, calling of meetings )

1 . The executive committee shall elect a chairman

from among its members .

2 . The chairman shall convene a meeting of the exec ­
utive committee under the conditions laid down in the
statutes, either on his own initiative or at the request of
at least one third of the members . The request must
indicate the reasons for calling the meeting . If the
request is not satisifed within fifteen days the meeting
of the administrative board may be called by those who
made the request .

Article 25

## ( Term of office )

1 . Members of the executive committee shall be
appointed for a period laid down in the statutes not
exceeding six years .

2 . Members may be reappointed one or more times
for the period laid down in accordance with paragraph 1 .

A rticle 26

( Conditions of membership )

1 . The statutes of the E A may permit a legal entity to
be a member of the executive committee provided that
the law of the State in which the EA has its registered
office does not provide otherwise .

That legal entity shall designate a natural person as its
representative to exercise its functions on the board

concerned . The representative shall be subject to the
same conditions and obligations as if he were person ­
ally a member of the board .

2 . No person may be a member of the executive com ­
mittee nor a representative of a member within the
meaning of paragraph 1, nor have conferred on him
powers of management or representation, who :

— under the law applicable to him, or

— under the law of the State in which the EA has its

## registered office or,

— as a result of a judicial or administrative decision
delivered or recognized in a Member State,

is disqualified from serving on the executive com ­
mittee, or management, or supervisory board of a legal
entity .

Article 27

## ( Inability to continue in office )

The statutes of the EA may provide for the appoint ­
ment of an alternate member where a member of the

executive committee is permanently prevented from
## continuing in office jThe term . of office of the alternate

member shall expire no later than the end of the term
of office of the member whom he has replaced . How ­
ever, a new full member may be appointed at any time .

Article 28

( Rules of procedure )

The executive committee may draw up rules of proce ­
dure under the conditions laid down by the statutes of
the EA . Any member of the EA or competent authority
may consult those rules of procedure at the registered
office of the EA .

Article 29

( Power of representation ; liability of the EA )

1 . Where the authority to represent the EA in dealings
with third parties, in accordance with Article 22 ( 1 ), is
conferred on two or more members, those persons shall
exercise that authority collectively .

2 . However, the statutes of the EA may provide that
the EA shall be validly bound either by each of the
members acting individually or by two or more of them
acting jointly . Such a clause may be relied upon against
third parties where it has been disclosed in accordance
with Article 7 .

3 . Acts performed by members of the governing body
of the EA shall bind the EA vis-a-vis third parties even

21.4 . 92 Official Journal of the European Communities No C 99 / 9

where the acts in question are not in accordance with
the objects of the EA, providing they do not exceed the
powers conferred on them by the law or which the law
allows to be conferred on it .

However, Member States may provide that the EA
shall not be bound where such acts are outside the

objects of the EA, if it proves that the third party knew
that the act was outside those objects or could not in
view of the circumstances have been unaware of it ; dis ­
closure of the statutes shall not of itself be sufficient

proof thereof .

4 . The appointment, termination of office and parti ­
culars of the persons who may represent an EA must be
disclosed in accordance with Article 7 . The information

disclosed must state whether these persons are author ­
ized to bind the EA individually or whether they must
act jointly .

Article 30

( Operations requiring authorization )

1 . A decision of the executive committee shall be

required to authorize any of the following operations :

( a ) closing or transferring a large establishment or a

substantial part of such an establishment ;

( b ) substantially reducing, extending or altering the

activities of the EA ;

( c ) making substantial organizational changes within

the EA ;

( d ) establishing cooperation with other legal entities

which is both long-term and of importance to the
activities of the EA, or terminating such coopera ­
tion ;

( e ) raising loans in respect of operations in excess of a

ceiling laid down in the statutes, issuing securities
and assuming or guaranteeing liabilities of a third

party ;

( f ) acquiring movable or immovable property .

2 . The statutes of the EA may provide that paragraph

1 shall also apply to other operations .

3 . A Member State may determine the categories of
operation referred to in paragraph 1 for EAs registered
in its territory under the same conditions as those
applying to associations governed by the law of that
State .

make certain categories of operation subject to authori ­
zation or deliberation under the same conditions as

those applying to associations governed by the law of
that State .

Article 31

( Rights and obligations )

1 . Within the scope of the functions attributed to
them by this Regulation each of the members of the
executive committee shall have the same rights and
obligations as the other members .

2 . All members of the executive committee shall carry
out their functions in the interests of the EA, having
regard in particular to the interests of the members and
the employees .

3 . All members of the executive committee shall exer ­

cise a proper discretion, even after they have ceased to
hold office, in respect of information of a confidential
nature concerning the EA .

Article 32

( Conduct of business in the executive committee )

1 . The executive committee shall conduct business

under the conditions and in the manner set out in the

statutes of the EA .

Where these statutes are silent, the executive committee
shall not conduct business validly unless its members
were properly convened at least three weeks in adv ­
ance, and at least one third of its members are present
at the discussions . The notice convening the meeting
may indicate an alternative date on which a meeting is
to be held if the quorum is not reached on the first date
indicated . Decisions shall be taken by majority of the
members present or represented .

2 . The chairman shall have a casting vote in the event
of a tie .

Article 33

( Civil liability )

1 . Members of the executive committee shall be liable

for loss or damage sustained by the EA as a result of
breach of the obligations attaching to their functions .

applying to associations governed by the law of that 2 . Where the executive committee is composed of
State . more than one member, all the members shall be jointly

and severally liable for loss or damage sustained by the
EA . However, a member may be relieved of liability if
4 . A Member State may provide that the executive he can prove that he is not in breach of the obligations
committee of EAs registered in its territory may itself attaching to his functions .

No C 99 / 10 Official Journal of the European Communities 21.4 . 92

Article 34

( Proceedings on behalf of the EA )

1 . The general meeting, by a majority of the votes
cast, shall take the decision to initiate proceedings, in
the name and on behalf of the EA, to establish liability
pursuant to Article 33 ( 1 ).

The general meeting shall appoint a special representa ­
tive to conduct the action .

2 . Not less than one fifth of the members may like ­
wise decide to initiate proceedings to establish liability
in the name and on behalf of the EA . They shall
appoint a special representative to conduct the action .

Article 35

( Limitation of actions )

No proceedings on the EA 's behalf to establish liability
may be initiated more than five years after the act giv ­
ing rise to loss or damage .

Chapter IV

Annual accounts and consolidated accounts and means of

financing

Article 36

( Budget estimates )

The EA shall draw up budget estimates for the forth ­
coming financial year .

Article 37

( Preparation of annual accounts and consolidated

accounts )

1 . For the purposes of drawing up its annual accounts
and its consolidated accounts if any, including the
annual report accompanying them and their auditing
and publication, the EA shall be subject to the mea ­
sures adopted in the State in which it has its registered
### office pursuant to Directives 78 / 660 / EEC and 83 /

349 / EEC .

2 . The EA may draw up its annual accounts, and its
consolidated accounts if any, in ecus . In this event the
bases of conversion used to express in ecus those items
included in the accounts which are or were originally
expressed in another currency must be disclosed in the
notes to the accounts .

Article 38

( Auditing )

The annual accounts of the EA, and its consolidated
accounts if any, shall be audited by one or more per ­
sons authorized to do so in the Member State in which

the EA has its registered office in accordance with the
measures adopted in that State pursuant to Directives
84 / 253 / EEC and 89 / 48 / EEC . Those persons shall also
verify that the annual report is consistent with the
annual accounts, and the consolidated accounts if any,
for the same financial year .

Article 39

( Disclosure of accounts )

The annual accounts, the consolidated accounts if any,
duly approved, and the annual report and audit report
shall be disclosed in the manner provided for by the
law of the Member State in which the EA has its regis ­
### tered office in accordance, with Article 3 of Directive

68 / 151 / EEC .

Article 40

( Audit )

The statutes shall lay down the form of audit of the
accounts and supervision of the EA . The auditors shall
report on their activities each year to the general meet ­
ing .

Article 41

( Financing )

An EA may avail itself of all forms of financing under
the most favourable conditions as those applying to the
EA 's founding entities in the State in which it has its
## registered office .

Chapter V

Winding up

Article 42

( Winding up by the general meeting )

1 . An E A may be wound up by a decision of the gen ­
eral meeting ordering its winding up, taken in accord ­
ance with the rules laid down in Article 19 .

However, the general meeting may decide, in accord ­
ance with the same rules, to annul the decision to wind

21.4 . 92 Official Journal of the European Communities No C 99 / 11

up, as long as there has been no distribution on the
basis of the liquidation .

2 . The executive committee must convene a general
meeting to take a decision on the winding up of the
EA :

— where the period fixed in the statutes has expired,

— where the disclosure of accounts has not taken
place in the EA 's last three financial years,

— where the number of members is below the mini ­
mum required by this Regulation or by the EA 's

statutes,

— on any grounds laid down either in the law relating

to national associations of the State in which the

EA has its registered office or in the statutes .

The general meeting shall decide :

— either to wind up the E A in accordance with Article 1 8,

— or, in accordance with the procedures for amending

the statutes, that the EA shall continue its activi ­

ties .

Article 43

( Winding up by the court )

On an application by any person concerned or any
competent authority, the court of the place where the
EA has its registered office must order it to be wound
up where it finds that the registered office has been
transferred outside the Community, or that the EA 's
activities are being carried on contrary to public policy
in the Member State in which the EA has its registered
office or in breach of Articles 1 and 3(1 ).

The court may grant the EA a period of time to rectify
the situation . If it fails to do so within the time allowed

the court shall order it to be wound up .

Chapter VI

Liquidation

Article 44

( Liquidation )

1 . The winding up of an EA shall entail its liquida ­
tion .

2 . The liquidation of an EA and the conclusion of its
liquidation shall be governed by the law of the State in
## which it has its registered office .

3 . After the creditors have been paid in full, the net
assets shall be distributed in accordance with the law

applying to the EA in the State in which it has its regis ­
tered office unless otherwise stipulated in the statutes .

4 . An EA in liquidation shall continue to have legal
personality until the conclusion of the liquidation .

5 . Following the liquidation, the books and records
relating to the liquidation shall be lodged at the register
referred to in Article 7 ( 3 ). Any interested party may
examine such books and records .

Chapter VII

Insolvency and suspension of payments

Article 45

( Insolvency and suspension of payments )

1 . The EA shall be subject to the law of the State in
which it has its registered office in respect of insol ­
vency and suspension of payments .

2 . The opening of insolvency or suspension of pay ­
ments proceedings shall be notified by the person
appointed to conduct the proceedings, for entry in the
register referred to in Article 7 ( 3 ). The entry in the
register shall show the following :

( a ) the nature of the proceedings, the date of the order,

and the court making it ;

( b ) the date on which payments were suspended, if the

court order provides for this ;

( c ) the name and address of the person having power

to conduct the proceedings, or of each of them
where there are more than one ;

( d ) any other information considered necessary .

3 . The court shall, either of its own motion or on
application by any interested party, order its decision
to be noted in the register referred to in Article 7 ( 3 ).

4 . Particulars registered pursuant to paragraphs 2 and
3 shall be published in the manner referred to in Article 8 .

TITLE II

FINAL PROVISIONS

Article 46

( Penalties )

Each Member State shall specify the penalties to be
imposed in the case of breach of the provisions of this

No C 99 / 12 Official Journal of the European Communities 21.4 . 92

Regulation and, where appropriate, of any relevant
national measures ; the penalties must be effective, pro ­
portionate and dissuasive .

Each Member State shall take the necessary measures
before 1 January 1993 and shall forthwith inform the
Commission thereof .

Article 47

This Regulation shall enter into force on 1 January
1993 .

This Regulation shall be binding in its entirety and
directly applicable in all Member States .

21.4 . 92 Official Journal of the European Communities No C 99 / 13

ANNEX

Legal entities mentioned in Article 3

— In Belgium

Not-for-profit associations and organizations recognized as being of public benefit coming under the
Law of 25 October 1919 and the Law of 27 June 1921

— In Denmark

Associations and foundations coming under the Law of 6 June 1984

— In Spain

Associations and foundations coming under, respectively, the Law of 24 December 1964 and under Arti ­
cles 35 and following of the Civil Code

— In France

Not-for-profit associations coming under the Law of 1 July 1901 and paragraph 4 of Articles 21 to 79 of
the Local Civil Code of Alsace and Moselle, and foundations coming under the Law of 23 July 1987,
modified by the Law of 4 July 1990

— In Greece

Associations and foundations coming under Article 78 of the Greek Civil Code

— In Ireland

Companies limited by guarantee, organizations incorporated by Royal Charter or Act of Parliament,
industrial and provident societies or friendly societies

— In Italy

Associations and foundations coming under Articles 14 to 35 of the Italian Civil Code

— In Luxembourg

Not-for-profit associations and organizations recognized as of public benefit coming under the Law of
21 April 1928

— In the Netherlands

Associations and foundations coming under, respectively, Section II and Articles 286 to 304 of the Civil
Code

— In Portugal

Associations and foundations coming under Articles 167 to 194 of the Civil Code

— In Germany

Associations and foundations coming under Articles 21 to 88 of the Civil Code ( BGB )

— In the United Kingdom

Companies limited by guarantee, organizations incorporated by Royal Charter or Act of Parliament,
industrial and provident societies or friendly societies, and all institutions established for exclusively
charitable purposes