CELEX: 51978PC0139
Language: en
Date: 1978-04-05
Title: Amended proposal for a Council Regulation (EEC) on the European Cooperation Grouping (ECG)

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,                        Whereas it appears therefore that action should be
Having regard to the Treaty establishing the                      taken by the Community to attain the Community
European Economic Community, and in particular                   objectives referred to above;
Article 235 thereof,
                                                                Whereas these problems could not be dealt with by
Having regard to the proposal from the Commission,              harmonizing national provisions as provided for by
                                                                the Treaty; whereas, in particular, this would not
Having regard to the opinion of the European
                                                                solve the problem posed by a legal instrument which
Parliament,
                                                                 is supposed to be operating at multinational level and
Having regard to the opinion of the Economic and                with undertakings from several countries remaining
Social Committee,                                                subject exclusively to the national law of the country
                                                                to which the member undertakings belong; whereas a
Whereas a harmonious development of economic                     new legal instrument should be introduced into
activities throughout the Community and a                        Community law to enable such cooperation to take
 continuous and balanced expansion must be brought               place in a satisfactory manner, particularly among
 about by the establishment of a common market in               small and medium-sized undertakings; whereas the
which conditions will be the same as those on a                 most suitable means of achieving this end is the
 national market; whereas, to attain this objective, the        introduction of a vehicle for cooperation with a
legal conditions under which persons, firms and                 contractual basis under the form of a 'European
companies carry on business there must be such as to             Cooperation Grouping'; whereas the formation and
facilitate the adaptation of their activities to the            operation of such an instrument would remain
economic conditions of an enlarged market; whereas              subject to the Community rules on competition and
for this purpose it is necessary that such persons,             the measures taken for their implementation;
firms and companies should have at their disposal
not only the appropriate legal machinery for
                                                                Whereas the Treaty does not provide the necessary
restructuring their undertakings, but also the means
                                                                powers for the creation of this legal instrument;
whereby cooperation can take place between them
irrespective of frontiers;
                                                                Whereas to ensure flexibility for the grouping its
Whereas cooperation of this nature would at present             founders should have wide powers to organize its
be fraught with legal, fiscal and psychological                 functioning; whereas a subsidiary law must be
difficulties; whereas the various forms under which it          applicable in-respect of any matter for which this
could take place under the national laws are                    Regulation or the constitutive contract makes no
insufficient for cooperation at Community level                 provision;
precisely because they are the creatures of national
legal systems;
                                                                Whereas the interests of employees must be
                                                                protected, particularly when the grouping is formed
(») OJ No C 14, 15. 2. 1974, p. 30.                             or voluntarily wound up;
 ---pagebreak---  28. 4. 78                         Official Journal of the European Communities                          No C 103/5
Whereas, to enable the employees or their                     Whereas the grouping should be a vehicle for
representatives to assess the effects of the formation       cooperation between undertakings carrying on
of the grouping on the interests of employees, it is          business on the territory of different Member States;
necessary to inform them before the grouping is
formed; whereas if the employees or their                     Whereas, since the object of the grouping is to
representatives consider that their interests will be         promote cooperation between its members, their
adversely affected, the measures to be taken for their        involvement must of necessity be on a basis of equal
benefit must be formulated primarily through                 rights;
negotiations;                                                 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 similar principles must apply in the case of
the voluntary winding-rup of the grouping; whereas           Whereas, as a counterbalance to the fact that, whilst
negotiations must therefore be opened with the                no capital is required, the grouping nonetheless has
employees or their representatives before winding-up         legal capacity, third parties should be protected by
is -resolved; whereas any agreement on the measures           ensuring that liability on the part of its members is
to be taken as regards the employees must in such            personal and joint and several, and that the affairs of
cases be set down in writing;                                 the grouping are subject to disclosure;
                                                             Whereas the grouping must be able to have its own
                                                             financial resources, to be contributed in the normal
Whereas, in the event of the failure of negotiations
                                                             way by the members in cash or otherwise; whereas it
and particularly if it has been decided to wind up the
                                                             should under no circumstances issue debentures or
grouping, in both cases the provisions on the
                                                             invite investment by the public;
protection of the rights and privileges of employees in
the case of mergers, takeovers and amalgamations in          Whereas the contract forming the grouping is one
force in the Member State whose rules govern the             which is very much personal to the members, and
employment relationship in question must be                  their rights should therefore not be transferable
applied;                                                     without the agreement of members in general
                                                             meeting;
                                                             Whereas, since the rules governing the liabilities of
Whereas the grouping must not in any way be a
                                                             the grouping are strict, rules should be laid down to
substitute for firms or companies, commercial or
                                                             govern the consequences of a member entering or
otherwise, since the purpose, objects and legal
                                                              leaving the grouping;
structure of the latter are completely different;
whereas its activities should derive from those of its       Whereas, in view of the limitations imposed on its
members and should remain co-terminous with them             objects, the grouping should not in principle make
and ancillary to them;                                        profits; whereas, however, the possibility cannot be
                                                             excluded that profits may arise in certain cases;
                                                             whereas, since the grouping does not constitute an
Whereas, since there are in the Community a large             economic entity separate from its members, any
number of undertakings owned by individuals, the              profits arising should be taxed only in the hands of
grouping should be available to natural persons               the members,
as well as firms and companies;
                                                             HAS ADOPTED THIS REGULATION:
                      ORIGINAL TEXT                                                AMENDED TEXT
                        Article 1                                                     Article 1
1.    European Cooperation Groupings may be                   1.   European Cooperation Groupings may be
formed by contract for a fixed term, upon and                formed by contract for a limited period, upon and
subject to the terms and conditions and in the               subject to the terms and conditions and in the
manner and with the effects laid down by this                manner and with the effects laid down by this
Regulation.                                                  Regulation.
2.    Where in respect of any matter no provision is         2.     unchanged
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.
 ---pagebreak--- N o C 103/6                         Official Journal of the European Communities                                28. 4. 78
                      ORIGINAL TEXT                                                  AMENDED TEXT
3.    A grouping shall, from the date of its                   3.       unchanged
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.
                                                                                       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         1.    The purpose of groupings shall be to facilitate
or develop the business of their members and to                or develop the business of their members and to
improve or increase the results of such business.              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               Its activities shall be organically related to the
contract forming the grouping and must conform to              business of its members. The aim of the grouping
the requirements of paragraph 2 below.                         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 limited to:        2.    The activities of a grouping shall be be limited
                                                               to:
— the provision       of   services exclusively   to  its      — the provision       of   services  exclusively  to    its
    members,                                                       members,
— the processing of goods, or the packaging of                 — the production, processing or packaging of goods
    finished products, exclusively for the purposes of             exclusively for the purposes of its members.
    its members.
 ---pagebreak--- 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                  4.     A grouping may not have more than 500
employees.                                                     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         1.    unchanged
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            2.     The grouping shall be entered in a register
  designated for that purpose by the Member State               designated for that purpose by the Member State
  where the head office is situated. The contract shall         where the head office is situated. The contract shall
 be filed at the time of registration; any subsequent           be filed at the time of registration; any subsequent
 amendments shall be filed also.                                 amendments shall be filled also.
  The matters referred to in paragraph 1 above shall            The matters referred to in paragraph (1) above shall
  be published in accordance with formalities to                be published in the form to be adopted pursuant to
  be adopted pursuant to Article 19 of this Regulation          Article 19 of this Regulation and any change in such
  and any change in such matters shall be published in          matters shall be published in like manner. The same
  like manner. The same shall apply in respect of the            shall apply in respect of the names and addresses of
 ---pagebreak---  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              the persons referred to in Article 7 (1) of this
Article 7 (1) of this Regulation and, where                    Regulation and, where appropriate, the indication
appropriate, the indication that they must act jointly.        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.    Failing completion of the formalities of                 3.    unchanged
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.
                        Article 5                                                      Article 5
1.    A judicial decision shall be necessary for the           1.     unchanged
contract forming a grouping to be declared void.
2.     Such a decision may be relied upon against                     unchanged
third parties only with effect from the date of
publication of the judgment in the official journal
referred to in Article 19 (1) of this Regulation, unless
it can be proved that the third parties knew at the
time when they entered into contractual relations with
the grouping that the contract forming the grouping
was void.
                        Article 6                                                      Article 6
1.    Subject to paragraphs 2 to 5 below and to                 1.    Subject to paragraphs 2 to 6 below and to
Article 7 of this Regulation, the organs and the                Article 7 of this Regulation, the organs and the
internal regulations of a grouping shall be determined         internal regulations of a grouping shall be determined
by the contract.                                               by the contract.
2.     The widest powers to pass any resolution or             2.    unchanged
 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          3.     unchanged
 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            4.    unchanged
contract may however give more than one vote to
 certain members.
                                                                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
 ---pagebreak--- 28.4.78                              Official Journal of the European Communities                         No C 103/9
                      ORIGINAL TEXT                                                  AMENDED TEXT
                                                                the contract, always excluding the matters referred to
                                                                in paragraph 3.
5.    A general meeting shall be convened at the                6.     A general meeting shall be convened at the
request of a manager of the grouping or of at least             request of a manager of the grouping or of at least
one-quarter of the members of the grouping.                     two of the members of the grouping.
                          Article 7                                                    Article 7
1.    A grouping shall be managed by one or more                1.     unchanged
natural persons appointed by the contract or by the
general meeting.
2.    The acts of a manager shall be binding on the             2.     The acts of a manager shall be binding on the
grouping as against third parties even where they do            grouping as against third parties when he is acting on
not fall within the objects of the grouping. The                behalf of the grouping even where they do not fall
contract may however provide that the grouping may              within the objects of the grouping. The contract may
be validly bound only by two or more managers                   however provide that the grouping may be validly
acting jointly. Any other limitation on their powers,           bound only by two or more managers acting jointly.
whether under the contract or a decision of the                 Any other limitation on their powers, whether under
general meeting, may not be relied upon against                 the contract or a decision of the general meeting,
third parties, even if it is published.                         may not be relied upon against third parties, even if
                                                                it is published.
3.    The name and address, or names and addresses,             3.     unchanged
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                                                    Article 8
1.    The contract may require the members to make              1.     unchanged
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              2.     Any assignment of a member's rights shall be
subject to authorization by the general meeting.                subject to authorization by the general meeting.
Unless otherwise expressly provided by the contract,            Unless otherwise expressly provided by the contract,
such decision shall be taken unanimously by the                 such decision shall be taken unanimously by the
members of the grouping and shall be published in               members of the grouping and shall be published in
accordance with the rules on publicity contained in             accordance with the rules on publicity contained in
Article 4 of this Regulation.                                   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             3.     unchanged
investment by the public.
 ---pagebreak---  No C 103/10                          Official Journal of the European Communities                         28. 4.78
                      ORIGINAL T E X T                                               AMENDED TEXT
                         Article 9                                                      Article 9
 1.     The members of a grouping shall be jointly and           1.    unchanged
severally liable out of their own property for the
 debts thereof.
 2.     Creditors of the grouping may not proceed for            2.   Creditors of the grouping may not proceed for
 repayment against an individual member unless they              repayment against an individual member unless they
 have first made a written demand for payment from               have first made a formal demand for payment from
the grouping and failed to obtain satisfaction.                  the grouping.
 3.     If a member is proceeded against in respect of           3.   unchanged
 debts of the grouping he may rely on any defence
 which would be available to the grouping itself.
                        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.
 ---pagebreak--- 28. 4. 78                            Official Journal of the European Communities             N o C 103/11
                      ORIGINAL T E X T                                           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:                            1.   unchanged
 (a) upon the attainment or the extinction of its
     object;
 (b) upon the expiry of its term;
(c) by a resolution passed by the members in
      accordance with Article 6 (3) of this Regulation;
 (d) if the number of members falls below two.
2.     A grouping which has come to consist                     2.  unchanged
exclusively of members subject to the law of one
Member State shall be wound up, unless within six
months it once more satisfies the requirements of
Article 3 (1).
3.     Unless otherwise provided by the contract, a             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.
 ---pagebreak---   N o 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           1.   unchanged
  the contract, or the business of a grouping, does not
  conform to the provisions of Article 2 of this
  Regulation, the court shall on application by any
  person who proves a legitimate interest order the
  winding-up of the grouping.
  2.   On application by a member, the court may               2.   unchanged
  order the winding-up of a grouping if it is just and
  equitable to do so.
                        Article 15                                                Article 15
  1.   If one of the members of a grouping ceases to           1.   unchanged
 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.
 2.    A member who ceases to be a member of a                 2.   unchanged
 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.
 3.    The provisions of paragraph 1 shall not apply           3.  unchanged
 in the case of an assignment of the rights of a
 member in accordance with Article 8 (2) of this
 Regulation.
                        Article 16                                                Article 16
 1.    Upon the winding-up of a grouping being                 1.  unchanged
 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.
2.    The grouping shall retain its capacity within the       2.   unchanged
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.
 ---pagebreak--- 28. 4. 78                            Official Journal of the European Communities                        N o C 103/13
                       ORIGINAL T E X T                                             AMENDED T E X T
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.
 ---pagebreak--- No C 103/14                           Official Journal of the European Communities                             28. 4. 78
                      ORIGINAL T E X T                                                AMENDED TEXT
                        Article 18                                                      Article 18
1.    Rights of action against a grouping, or by a               1.    unchanged
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          2.    unchanged
of publication of the completion of the liquidation as
provided by Article 17 (4) of this Regulation.
                        Article 19                                                      Article 19
1.    Member States shall take all necessary steps to            1.    Member States shall take all necessary steps to
ensure that the rules of this Regulation on publicity            ensure that the rules of this Regulation on publicity
are applied.                                                     are applied.
They shall ensure that the matters referred to in                They shall ensure that the matters referred to in
Article 4 (1), and any changes in such matters, and in           Article 4 (1), and any changes in such matters, and in
addition any other matters which this Regulation                 addition any other matters which this Regulation
requires to be publicized, are published in the official         requires to be publicized, are published in the official
journal for the publication of matters relating to               journal for the publication of matters relating to
companies in the State in which the grouping has its             companies in the State in which the grouping has its
head office. They shall also ensure that all persons             head office. They shall also ensure that all persons
have access to the register designated under Article 4           have access to the register designated under Article 4
(2) of this Regulation and to the documents filed                (2) of this Regulation and to the documents filed
therein.                                                         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             2.    unchanged
penalize:
(a) the unlawful use of the description 'European
     Cooperation Grouping', or of any other
     expression likely to give rise to confusion
     therewith, by any grouping which is not
     constituted in accordance with the provisions of
     this Regulation;
 (b) any offence against Article 10.
                        Article 20                                                     Article 20
 Any profits made by a grouping shall only be taxable            unchanged
in the hands of its members.
 ---pagebreak--- 28.4.78              Official Journal of the European Communities                         No C 103/15
        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.