CELEX: 51973PC2046
Language: en
Date: 1973-12-21
Title: PROPOSAL FOR A COUNCIL REGULATION ON THE EUROPEAN COOPERATION GROUPING ( ECG )

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