CELEX: 51991PC0273(01)
Language: en
Date: 1992-03-05
Title: Proposal for a COUNCIL REGULATION ( EEC ) on the Statute for a European association

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 73final — SYN 386
                                          (Submitted by the Commission on 6 March 1992)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                             Whereas associations and foundations are therefore
                                                                     above all entities which act without the main intention
Having regard to the Treaty establishing the European                of securing a profit and which operate in accordance
Economic Community, and in particular Article 100a                   with their own principles, which are different from
thereof,                                                             those applying to other businesses ;
Having regard to the proposal from the Commission,
                                                                     Whereas today almost all associations and founda­
In cooperation with the European Parliament,                         tions, in pursuit of their aims, play a full part in the life
Having regard to the opinion of the Economic and                     of the economy, by engaging on a regular basis in some
Social Committee,                                                    economic activity, as their main activity or as a secon­
                                                                     dary one ;
Whereas the European Parliament adopted a resolution
of 13 March 1987 on non-profit-making associations in
the European Communities (');                                        Whereas cross-border cooperation between associa­
                                                                     tions and foundations is currently hampered by legal
Whereas the Commission adopted a communication to                    and administrative difficulties in the Community which
the Council of 18 December 1989 (2); whereas the                     should be eliminated in a market without frontiers ;
Economic and Social Committee gave its opinion on
that communication on 19 September 1990 (3);
                                                                     Whereas the introduction of a European form of organ­
Whereas the completion of the internal market means                  ization should enable all associations and foundations
that there must be full freedom of establishment for all             to operate outside their own national borders in all or
activities which contribute to the objectives of the                 part of the territory of the Community ;
Community, irrespective of the form taken by the body
which carries them on ;
                                                                     Whereas, therefore, the Community, which is con­
Whereas associations in Europe help to promote the                   cerned to respect equal terms of competition and to
general interest and to develop many and various activ­              contribute to its economic development, should pro­
ities in fields such as education, culture, social work or           vide associations and foundations, which are a form of
development aid ;                                                    organization generally recognized in all Member States,
                                                                     with an adequate legal instrument capable of facilitat­
Whereas foundations are entities to which have been
                                                                     ing the development of their transnational activities ;
irrevocably allotted goods, rights and resources for car­
rying out work which is of public interest ;
                                                                     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
 ---pagebreak--- No C 99/2                              Official Journal of the European Communities                                      21.4. 92
instrument which is suited to the specific features of            Comminity law are applicable, for example with regard
associations and foundations ;                                    to :
                                                                  — rules on employee involvement in the decision­
Whereas the European Economic Interest Grouping                        making process,
(EEIG), as provided for in Regulation (EEC) No
2137/85 ('), does allow certain activities to be carried          — employment law,
on in common, while nevertheless preserving the
independence of its members, but it does not meet the             — taxation law,
specific requirements of associations or foundations ;
                                                                  — competition law,
Whereas it is therefore fitting to establish at Com­              — intellectual and industrial property law,
munity level adequate and specific rules which will
permit the creation of European associations ; whereas
it seems appropriate to enable foundations to take                — rules on insolvency and suspension of payments ;
advantage of these rules and so to set up European
associations ; whereas, nevertheless, any European
association established by foundations will be gov­               Whereas the application of this Regulation must be
erned, as regards its constitution and functioning, by            deferred so as to enable each Member State to incor­
the provisions of the said set of rules ;                         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
Whereas at Community level associations and founda­               employees (2) in the European association and to put in
tions exemplify a People's Europe in that they help and           place in advance the necessary machinery for securing
encourage individuals to play an active role in the life          the formation and operation of European associations
of the Community ; whereas it is fitting that natural per­        having their registered office in its territory, so that the
sons should also be able to establish a European asso­            Regulation and the Directive may be applied concomi­
ciation ab initio ;                                               tantly ;
Whereas respect for the principle of the primacy of the           Whereas work on the approximation of national com­
individual is reflected in the specific rules on member­          pany law has made substantial progress so that refer­
ship, resignation and expulsion, where the 'one man,              ence may be made to certain dispositions made by the
one vote ' rule is laid down and the right to vote is             Member State where the association has its registered
vested in the individual, with the implication that               office for the purpose of implementing directives on
members cannot share in the profits realized or exercise          companies, by analogy for the European association in
any rights over the assets of the European association ;          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,
                                                                  — Council Directive 78/660/ EEC of 25 July 1978
 Whereas the rules on accounting are intended to ensure                based on Article 54 (3) (g) of the Treaty on the
 more effective management and to forestall any possi­                 annual accounts of certain types of companies (4),
ble difficulty ;                                                       as last amended by Directives 90/604/ EEC (5) and
                                                                       90/605 / EEC (6),
 Whereas, on matters not covered by this Regulation,              (2)  See page 14 of this Official Journal — Proposal .
the provisions of the law of the Member States and of             (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.
 (') OJ No L 199, 31.7 . 1985, p. 1 .                             (6)  OJ No L 317 , 16. 11 . 1990, p. 60.
 ---pagebreak--- 21.4. 92                                  Official Journal of the European Communities                                 No C 99/3
— Council Directive 83 /349/ EEC of 13 June 1983                     on of an activity or the exercise of a profession, the EA
    based on Article 54 (3) (g) of the Treaty on consoli­            shall be free to determine the activities necessary for
    dated accounts ('), as last amended by Directives                the pursuit of its objects, provided they are compatible
    90/604/EEC and 90/605 / EEC ,                                    with the objectives of the Community, Community
                                                                     public policy and the public policy of the Member
— Council Directive 84/253 / EEC of 10 April 1984                    States. It shall pursue them in accordance with the
    based on Article 54 (3) (g) of the Treaty on the                 principles which derive from its character as a grouping
    approval of persons responsible for carrying out                 of persons, and shall be managed in a disinterested
    the statutory audits of accounting documents (2),                fashion .
— Council Directive 89 /48 / EEC of 21 December
     1988 on a general system for the recognition of
    higher-education diplomas awarded on completion                                              Article 2
    of professional education and training of at least
    three years' duration (3),                                                              (Legal personality)
— Council Directive 89 /666 / EEC of 21 December
     1989 concerning disclosure requirements in respect               1 . An EA shall have legal personality. It shall acquire
    of branches opened in a Member State by certain                  it on the day of its registration in the Member State in
    types of company governed by the law of another                  which it has its registered office,    in the register desig­
    State (4);                                                       nated by that State in accordance with Article 7 (3 ).
Whereas recourse to this set of rules should be                      2. An EA's legal personality shall entitle it in parti­
optional,                                                            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 ;
HAS ADOPTED THIS REGULATION :
                                                                     b) to acquire movable and immovable property ;
                                                                     c) to receive donations and legacies ;
                               TITLE I                               d) to employ staff;
                                                                     e) to be a party to legal proceedings.
                   GENERAL PROVISIONS
                                                                     3.    The liability of the EA shall be limited to its assets.
                             Chapter I
          Formation of the European association                                                   Article 3
                               Article 1                                                  (Formation and rules)
            (Form of the European association)                        1 . The following may form an EA :
                                                                     — two or more legal entities, formed under the law of
1.   A European association ( EA) shall be a permanent                      a Member State, set out in the Annex and having
body whose members pool their knowledge or their                            their registered office and central administration in
activities either for a purpose in the general interest as                  at least two Member States,
understood in the legal system of the Member State in
which the EA has its registered office or in order                   — at least 21 natural persons being nationals of at
directly or indirectly to promote the trade or profes­                      least two Member States .
sional interests of its members .
                                                                     2.     An association which has been formed in accord­
The profits from any economic activity carried out by                 ance with the law of a Member State and has its regis­
the EA shall be devoted exclusively to the pursuit of its            tered office and central administration in the Com­
objects, and may not be divided amongst the members .                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
2 . Subject to the application at national level of the              that it is carrying on genuine and effective cross-border
legal and administrative rules governing the carrying                 activities .
(')  OJ  No  L 193 , 18. 7 . 1983, p. 1 .                             Such conversion shall not result in the association
O    OJ  No  L 126, 12 . 5 . 1984, p. 20.
0    OJ  No  L 19,24. 1 . 1989, p. 16.                               being wound up or in the creation of a new legal per­
(4)  OJ  No  L 395, 30. 12 . 1989, p. 36.                             son .
 ---pagebreak--- No C 99/4                             Official Journal of the European Communities                                     21.4. 92
The executive committee of such an association shall             2 . Where the transfer of the registered office results in
draw up a proposal for conversion covering the legal             a change of the law applicable pursuant to Article 6(1 )
and economic aspects of the conversion .                         (b), a transfer proposal shall be published in accord­
                                                                 ance with Article 7 .
The conversion to EA form and the EA's statutes shall
be approved by the general meeting of the members in             No decision to transfer may be taken for two months
accordance with the requirements laid down for                   after publication of the proposal . Any such decision
amendment of its statutes in Article 19 .                        must be taken under the conditions laid down for the
                                                                 amendment of the statutes . The transfer of the regis­
3.   The statutes of the EA must include :                       tered office of the EA and the resulting amendment to
— its name, preceded or followed by the abbreviation             its statutes shall take effect from the date of registration
     ' EA',                                                      of the EA, in accordance with Article 7 (3), in the regis­
                                                                 ter for the new registered office.     That registration may
— a precise statement of its objects,                            not be effected until evidence has been produced that
— the name, address, occupation and nationality of               the proposed transfer of the registered office has been
     the founder members, where these are natural per­           published .
     sons ,
— the name, objects and registered offices of the                3 . The removal of the EA from the register for its pre­
     founder members, where these are legal entities,            vious registered office may not be effected until evi­
                                                                 dence has been produced that the EA has been regis­
— the address of the EA's registered office,                     tered in the register for its new registered office.
— the conditions and procedures for the admission,
     expulsion and resignation of members,                       4. The fact of the new registration and the fact of the
                                                                 removal of the old registration shall both be published
— the rights and obligations of members, and the dif­            in the Member States concerned, in accordance with
     ferent categories of member if any, and the rights          Article 8 .
     and obligations of members in each category,
— the powers and responsibilities of the executive               5 . The new registration of the registered office of the
     committee, and the extent of its authority to repre­        EA may be relied on as against third parties from pub­
     sent the EA in dealings with third parties,                 lication. However, until the removal of the EA from the
— provisions governing the appointment and removal               register for its previous registered office has been pub­
     of the members of the executive committee,                  lished third parties may continue to rely on the old
                                                                 registered office unless the EA proves that such third
— the majority and quorum requirements,                          parties were aware of the new registered office.
— the conditions for the initiation of proceedings on
     behalf of the EA under Article 34,
                                                                                              Article 6
— the grounds for winding up .
4. For the purposes of this Regulation the 'statutes' of                                 (Applicable law)
the EA comprise both the instrument of incorporation
and, where they are set out in a separate document, the           1.  An EA shall be governed :
EA's statutes properly so-called.
                                                                 a) — by the provisions of this Regulation,
                          Article 4                                   — where expressly authorized by this Regulation,
                                                                            by the provisions freely determined by the par­
                    (Registered office)                                     ties in the statutes of the EA ;
The registered office of an EA shall be situated at the                failing this :
place specified in its statutes, which must be within the        b) — by the law of the Member State in which the
Community, It shall be the same as the place where the                      EA has its registered office, as determined by
EA has its central administration .
                                                                            that State,
                          Article 5
                                                                       — 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
               (Transfer of registered office)                              EA has its registered office.
 1 . The registered office of an EA may be transferred
within the Community. Such transfer shall not result in           2. Where a State comprises several territorial units,
the EA being wound up or in the creation of a new                 each of which has its own rules of law applicable to the
legal person .                                                    matters referred to in paragraph 1 , each territorial unit
 ---pagebreak--- 21.4. 92                               Official Journal of the European Communities                                No C 99/ 5
shall be considered a State for the purposes of identify­         (f) the winding-up and liquidation of the EA and the
ing the law applicable under point (b) of paragraph 1 .                decision to continue the EA's activities taken pur­
                                                                       suant to Article 42 ;
3.   In each Member State and subject to the express              (g) any declaration of nullity of the EA by a court ;
provisions of this Regulation, an EA shall have the
same rights, powers and obligations as an association             (h) the appointment of liquidators, particulars of such
formed under the law of the Member State in which the                  liquidators and their respective powers, the termi­
EA has its registered office.                                          nation of their office.
                                                                  (i) the conclusion of the liquidation of the EA and the
                           Article 7                                   removal of the EA from the register.
        (Registration and disclosure requirements)                5.   If, prior to its acquisition of legal personality, steps
                                                                  have been taken in the name of an EA nad the EA does
The founder members shall draw up the statutes of the             not assume the obligations arising from those steps, the
EA in accordance with the provisions for the formation            persons who took them shall be jointly and severally
of associations laid down by the law of the State in              liable therefor, unless otherwise agreed.
which the EA has its registered office . The statutes
must at least be in writing and signed by the founder
members .                                                                                    Article 8
2. In those Member States whose legislation does not                 (Publication of documents and particulars relating to
provide for any precautionary supervision, whether                                the EA in the Member States)
administrative or judicial, at the time of formation, the
statutes shall be adopted by notarial act. The supervi­           1.     Member States shall ensure that the documents
sory authority shall ensure that this act complies with           and particulars referred to in Article 7 (4) are published
the requirements for the formation of an EA, and in               in the appropriate official gazette in the Member State
particular those set out in Articles 1 to 4.                      in which the EA has its registered office,        and shall
                                                                  determine by which persons the disclosure formalities
3 . Member States shall designate the register in which           are to be carried out. Disclosure shall be effected by
EA's must be registered and shall determine the rules             publication either of an extract or of a reference to the
governing it. They shall lay down the procedures for fil­         entry in the register.
ing the EA's statutes . No EA may be registered until
the measures procided for in Directive .../.. ./EEC               Member States shall also ensure that anyone may con­
[supplementing the Statute for a European association             sult the documents referred to in Article 7 (4) in the
with regard to the involvement of employees] have                 register referred to in Article 7 (3), and may obtain a
been adopted.                                                     copy of the whole or any part, by post if requested .
4. Member States shall take the measures required to              Member States shall take the necessary measures to
ensure that the following documents and particulars               avoid any descrepancy between what is disclosed by
are disclosed as provided for in paragraph 3 :                    publication and what appears in the register. However,
(a) the statutes of the EA, any amendments to them,               in cases of discrepancy, the text published may not be
     and the complete text of the statutes in its up-to­          relied on as against third parties ; the latter may never­
     date form ;                                                  theless rely thereon, unless the EA proves that they had
                                                                  knowledge of the texts entered in the register.
(b) the opening or closing of any establishment ;
(c) the appointment, termination of office and particu­           Member States may require payment of a fee for the
     lars of the persons who either as a body constituted         services referred to in the preceding subparagraph, but
     pursuant to law or as members of any such body :             the fee may not exceed the administrative cost.
     — are authorized to represent the EA in dealings
                                                                  2. The national rules adopted pursuant to Directive
          with third parties and in legal proceedings,
                                                                  89/666/ EEC shall apply to branches of an EA opened
     — take part in the administration, supervision or            in a Member State other than that in which it has its
          control of the EA ;                                     registered office.
(d) the balance sheet and the profit and loss account
     for each financial year ; the document containing            3 . Documents and particulars may be relied on by the
     the balance sheet shall give particulars of the per­         EA as against third parties only after they have been
     sons who are required by law to certify it ;                 disclosed in accordance with paragraph 1 , unless the
                                                                  EA proves that the third party had knowledge thereof.
(e) any proposal to transfer the registered office as             However, they may not be relied on in respect of tran­
     referred to in Article 5 (2) ;                               sactions which take place before the 16th day after
 ---pagebreak--- No C 99 /6                               Official Journal of the European Communities                                   21.4. 92
publication as against third parties who prove that they            (b) matters for which the executive committee does not
could not have had knowledge thereof.                                    have sole responsibility as a result of:
                                                                         — this Regulation,
4. Third parties may rely on any documents and parti­
culars in respect of which the disclosure formalities                    — Directive .../.. ./ EEC [supplementing the
have not yet been completed, save where non-disclo­                           Statute for a European association with regard
sure causes them not to have effect.                                          to the involvement of employees],
                                                                         — the law of the State where the EA has its regis­
                            Article 9                                         tered office,
               ( Notice in the Official Journal)                         — the statutes of the EA.
Member States shall ensure that a notice stating that an
EA has been registered or that the liquidation of an EA                                       Article 12
has been concluded is published for information pur­
poses in the Official Journal of the European Communi­                 (Rules applicable to the convening, organization and
ties, stating the number, date and place of registration                            conduct of general meeting)
of the EA, the date and place of publication and the
title of the publication, the address of the EA and a
                                                                    Subject to this Regulation, the convening, organization
summary of ists objects and that these particulars are
forwarded to the Office for Official Publications of the            and conduct of general meetings shall be governed by
European Communities within one month of the date
                                                                    the statutes adopted in accordance with the laws, regu­
                                                                    lations and administrative provisions concerning the
of the publication in the official gazette of the Member
                                                                    legal entities of the Member State in which the EA has
State in which the EA has its registered office pursuant
                                                                    its registered office set out in the Annex hereto .
to Article 8(1 ).
Where the registered office of the EA is transferred in                                       Article 13
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                          (Convening of general meeting)
tion .
                                                                    1 . A general meeting shall be held at least once a
                                                                    year, not more than six months after the end of the
                           Article 10                               EA's financial year.
      (Particulars to be stated in the EA's documents)
                                                                    2 . General meetings may be convened by the execu­
Letters and documents sent to third parties shall state             tive committee at any time either on its own initiative
legibly :                                                           or at the request of at least 25 % of the members ; the
                                                                    statutes may set a lower proportion .
(a) the name of the EA, preceded or followed by the
      abbreviation ' EA';
                                                                    3 . The request for a meeting shall state the reasons for
(b) the place of the register in which the EA is regis­             convening it and the items to be included on the
      tered in accordance with Article 7 (3), and the num­          agenda.
     ber of the EA's entry in that register ;
(c) the address of the EA's registered office ;                     4. If, following a request made pursuant to paragraph
                                                                    2, the necessary steps have not been taken within a
(d) the fact that the EA is in liquidation or under the             month, the competent judicial or administrative auth­
      administration of the courts if that is so .                  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
                         Chapter II                                 or their representative to convene the meeting.
                       General meeting                              5 . A general meeting may, during a meeting, decide
                                                                    that a further meeting be convened and set the date and
                            Article 11                              the agenda.
                         (Competence)
                                                                    6. The agenda for the general meeting held after the
The general meeting shall decide on :                               end of the financial year shall include at least the
                                                                    approval of the annual accounts and of the appropria­
(a) matters for which it has sole responsibility under              tion of the profit or treatment of the loss, the approval
     this Regulation ;                                              of the budget estimates, and, if applicable, the approval
 ---pagebreak--- 21.4. 92                                Official Journal of the European Communities                                 No C 99/7
of the annual report referred to in Article 46 of Direc­           passed by a majority of two thirds of the votes of the
tive 78/660/ EEC, to be submitted by the executive                 members present or represented.
committee .
                                                                   A Member State may provide that the executive com­
                                                                   mittee is to amend the statutes where it is ordered to do
                          Article 14
                                                                   so by a court or administrative authority whose authori­
                                                                   zation is required for amendments to the statutes .
            (Addition of items to the agenda)
Not less than 25 % of the members of the EA, which                                          Article 20
proportion may be reduced by the statutes, may, within
ten days of receipt of the notice convening a general                 (Resolutions affecting the rights of a class of member)
meeting, request the addition of one or more items to
the agenda.
                                                                   Where a resolution of the general meeting would affect
                                                                   the rights of a particular class of member, it must be
                          Article 15                               approved by those members by a separate vote.
                (Attendance and proxies)                           Where the statutes are to be amended in a way which
                                                                   affects a particular class of member, those members
Each member shall be entitled to attend the general                shall decide by a majority of two thirds of the votes
meeting ; he may appoint another member to represent               cast .
him . A member may not represent more than two
others .
                                                                                            Article 21
                          Article 16                               (Actions challenging resolutions of the general meeting)
                  ( Right to information)                          Decisions of a court or competent authority declaring a
                                                                   resolution of the general meeting void or non-existent
All members of the EA shall have an equal right of                 shall be the -subject of disclosure in accordance with
access to information, particularly on accounting mat­             Article 8 .
ters, both before and at general meetings .
This information shall be made available to members                                       Chapter III
at the EA's registered office at least one month before
the holding of the meeting.                                                          The executive committee
 In particular, before the general meeting that follows
                                                                                             Article 22
the end of the financial year, members may examine
 any accounting documents that must be drawn up in
                                                                    (Functions of the executive committee ; appointment of
 accordance with the national measures adopted pur­
 suant to Directives 78 /660/ EEC and 83 /349 / EEC .
                                                                                            members)
                                                                    1 . The executive committee shall manage the EA. The
                          Article 17                               member or members of the executive committee shall
                                                                   have the power to represent the EA in dealings with
                        (Voting rights)                            third parties and in legal proceedings in accordance
                                                                   with the measures adopted pursuant to Directive 68/
 Each member shall have one vote .                                  151 / EEC by the Member State in which the EA has its
                                                                   registered office.
                          Article 18
                                                                   2.    The executive committee shall have at least three
                     ( Normal majority)                            members, with the maximum number fixed by the sta­
                                                                   tutes .
 Decisions shall be taken by a majority of the votes of
 the members present or represented.                               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
                          Article 19                               management responsibilities to one or more persons
                                                                   not members of the executive committee ; such man­
                      (Special majority)                            agement responsibilities may be revoked at any time.
                                                                   The statutes, or if the statutes are silent, the general
 The general meeting shall have sole power to amend                 meeting, shall lay down the conditions within which
 the statutes of the EA ; any such resolution shall be              such delegation shall operate.
 ---pagebreak---  No C 99/ 8                           Official Journal of the European Communities                                     21.4. 92
4.   The member or members of the executive com­                  concerned. The representative shall be subject to the
mittee shall be appointed and removed by the general              same conditions and obligations as if he were person­
meeting.                                                          ally a member of the board.
                                                                  2. No person may be a member of the executive com­
                         Article 23
                                                                  mittee nor a representative of a member within the
                                                                  meaning of paragraph 1 , nor have conferred on him
      ( Holding of meetings and right to information)             powers of management or representation, who :
 1.  The executive committee shall meet at least once            — under the law applicable to him, or
every three months, at intervals laid down by the sta­           — under the law of the State in which the EA has its
tutes, to discuss the progress and foreseeable prospects               registered office,  or
of the EA's affairs .
                                                                 — as a result of a judicial or administrative decision
2.   The executive committee shall meet to deliberate                  delivered or recognized in a Member State,
on the operations referred to in Article 30.
                                                                 is disqualified from serving on the executive com­
3.   Each member of the executive committee shall be             mittee, or management, or supervisory board of a legal
entitled to examine all reports, documents and infor­            entity.
mation supplied to the committee concerning the activ­
ities of the EA.
                                                                                             Article 27
                         Article 24                                             ( Inability to continue in office)
            (Chairmanship, calling of meetings)                  The statutes of the EA may provide for the appoint­
                                                                 ment of an alternate member where a member of the
 1.  The executive committee shall elect a chairman              executive committee is permanently prevented from
from among its members .                                         continuing in office.    jThe term of office of the alternate
                                                                 member shall expire no later than the end of the term
2.   The chairman shall convene a meeting of the exec­           of office of the member whom he has replaced . How­
utive committee under the conditions laid down in the            ever, a new full member may be appointed at any time.
statutes, either on his own initiative or at the request of
at least one third of the members . The request must
                                                                                             Article 28
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                                ( Rules of procedure)
made the request .
                                                                 The executive committee may draw up rules of proce­
                                                                 dure under the conditions laid down by the statutes of
                         Article 25                              the EA. Any member of the EA or competent authority
                                                                 may consult those rules of procedure at the registered
                      (Term of office)                           office of the EA.
 1.  Members of the executive committee shall be
                                                                                             Article 29
appointed for a period laid down in the statutes not
exceeding six years.
                                                                         ( Power of representation ; liability of the EA)
2 . Members may be reappointed one or more times
for the period laid down in accordance with paragraph 1 .        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
                         A rticle 26                             exercise that authority collectively.
               (Conditions of membership)                        2 . However, the statutes of the EA may provide that
                                                                 the EA shall be validly bound either by each of the
1 . The statutes of the EA may permit a legal entity to          members acting individually or by two or more of them
be a member of the executive committee provided that             acting jointly . Such a clause may be relied upon against
the law of the State in which the EA has its registered          third parties where it has been disclosed in accordance
office does not provide otherwise.                               with Article 7 .
That legal entity shall designate a natural person as its        3 . Acts performed by members of the governing body
representative to exercise its functions on the board            of the EA shall bind the EA vis-a-vis third parties even
 ---pagebreak--- 21.4. 92                              Official Journal of the European Communities                              No C 99 /9
where the acts in question are not in accordance with            make certain categories of operation subject to authori­
the objects of the EA, providing they do not exceed the          zation or deliberation under the same conditions as
powers conferred on them by the law or which the law             those applying to associations governed by the law of
allows to be conferred on it.                                    that State .
However, Member States may provide that the EA                                             Article 31
shall not be bound where such acts are outside the
objects of the EA, if it proves that the third party knew                         ( Rights and obligations)
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        1 . Within the scope of the functions attributed to
proof thereof.                                                   them by this Regulation each of the members of the
                                                                 executive committee shall have the same rights and
                                                                 obligations as the other members.
4. The appointment, termination of office and parti­
culars of the persons who may represent an EA must be            2 . All members of the executive committee shall carry
disclosed in accordance with Article 7 . The information         out their functions in the interests of the EA, having
disclosed must state whether these persons are author­           regard in particular to the interests of the members and
ized to bind the EA individually or whether they must            the employees .
act jointly.
                                                                 3.    All members of the executive committee shall exer­
                                                                 cise a proper discretion, even after they have ceased to
                          Article 30                             hold office, in respect of information of a confidential
                                                                 nature concerning the EA.
            (Operations requiring authorization)
                                                                                           Article 32
 1.  A decision of the executive committee shall be
required to authorize any of the following operations :               (Conduct of business in the executive committee)
(a) closing or transferring a large establishment or a            1 . The executive committee shall conduct business
     substantial part of such an establishment ;                 under the conditions and in the manner set out in the
                                                                 statutes of the EA.
(b) substantially reducing, extending or altering the
     activities of the EA ;
                                                                 Where these statutes are silent, the executive committee
(c) making substantial organizational changes within             shall not conduct business validly unless its members
     the EA ;                                                    were properly convened at least three weeks in adv­
                                                                 ance, and at least one third of its members are present
(d) establishing cooperation with other legal entities           at the discussions . The notice convening the meeting
     which is both long-term and of importance to the            may indicate an alternative date on which a meeting is
     activities of the EA, or terminating such coopera­          to be held if the quorum is not reached on the first date
     tion ;                                                      indicated . Decisions shall be taken by majority of the
                                                                 members present or represented.
 (e) raising loans in respect of operations in excess of a
     ceiling laid down in the statutes, issuing securities
                                                                 2 . The chairman shall have a casting vote in the event
     and assuming or guaranteeing liabilities of a third         of a tie .
     party ;
(f) acquiring movable or immovable property.
                                                                                           Article 33
2. The statutes of the EA may provide that paragraph                                   (Civil liability)
 1 shall also apply to other operations .
                                                                  1.   Members of the executive committee shall be liable
                                                                 for loss or damage sustained by the EA as a result of
3 . A Member State may determine the categories of               breach of the obligations attaching to their functions .
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             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 .
 ---pagebreak--- No C 99/ 10                             Official Journal of the European Communities                                21.4. 92
                           Article 34                                                        Article 38
             (Proceedings on behalf of the EA)                                              (Auditing)
1 . The general meeting, by a majority of the votes                The annual accounts of the EA, and its consolidated
cast, shall take the decision to initiate proceedings, in          accounts if any, shall be audited by one or more per­
the name and on behalf of the EA, to establish liability           sons authorized to do so in the Member State in which
pursuant to Article 33 ( 1 ).                                      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
The general meeting shall appoint a special representa­            verify that the annual report is consistent with the
tive to conduct the action .                                       annual accounts, and the consolidated accounts if any,
                                                                   for the same financial year.
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                                              Article 39
appoint a special representative to conduct the action.
                                                                                     (Disclosure of accounts)
                           Article 35                              The annual accounts, the consolidated accounts if any,
                                                                   duly approved, and the annual report and audit report
                   ( Limitation of actions)                        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
No proceedings on the EA's behalf to establish liability           68 / 151 / EEC .
may be initiated more than five years after the act giv­
ing rise to loss or damage.
                                                                                             Article 40
                         Chapter IV                                                           (Audit)
 Annual accounts and consolidated accounts and means of            The statutes shall lay down the form of audit of the
                           financing                               accounts and supervision of the EA. The auditors shall
                                                                   report on their activities each year to the general meet­
                           Article 36                              ing.
                      ( Budget estimates)
                                                                                             Article 41
The EA shall draw up budget estimates for the forth­                                       (Financing)
coming financial year.
                                                                   An EA may avail itself of all forms of financing under
                                                                   the most favourable conditions as those applying to the
                           Article 37
                                                                   EA's founding entities in the State in which it has its
                                                                   registered office.
    (Preparation of annual accounts and consolidated
                           accounts)
                                                                                          Chapter V
1 . For the purposes of drawing up its annual accounts
and its consolidated accounts if any, including the                                        Winding up
annual report accompanying them and their auditing
and publication, the EA shall be subject to the mea­                                         Article 42
sures adopted in the State in which it has its registered
office pursuant to Directives 78/660/ EEC and 83 /
349 / EEC .                                                                    (Winding up by the general meeting)
2. The EA may draw up its annual accounts, and its                 1 . An EA may be wound up by a decision of the gen­
consolidated accounts if any, in ecus. In this event the           eral meeting ordering its winding up, taken in accord­
                                                                   ance with the rules laid down in Article 19 .
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             However, the general meeting may decide, in accord­
notes to the accounts .                                            ance with the same rules, to annul the decision to wind
 ---pagebreak--- 21.4. 92                                Official Journal of the European Communities                              No C 99 / 11
up, as long as there has been no distribution on the               3.   After the creditors have been paid in full, the net
basis of the liquidation .                                         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 .
2.   The executive committee must convene a general
meeting to take a decision on the winding up of the
EA :                                                               4. An EA in liquidation shall continue to have legal
                                                                   personality until the conclusion of the liquidation.
— where the period fixed in the statutes has expired,
— where the disclosure of accounts has not taken                   5 . Following the liquidation, the books and records
                                                                   relating to the liquidation shall be lodged at the register
     place in the EA's last three financial years,
                                                                   referred to in Article 7 (3 ). Any interested party may
— where the number of members is below the mini­                   examine such books and records .
     mum required by this Regulation or by the EA's
     statutes,
                                                                                         Chapter VII
— on any grounds laid down either in the law relating
     to national associations of the State in which the
                                                                             Insolvency and suspension of payments
     EA has its registered office or in the statutes.
                                                                                             Article 45
The general meeting shall decide :
                                                                           (Insolvency and suspension of payments)
— either to wind up the EA in accordance with Article 1 8,
— or, in accordance with the procedures for amending               1 . The EA shall be subject to the law of the State in
     the statutes, that the EA shall continue its activi­          which it has its registered office in respect of insol­
     ties .                                                        vency and suspension of payments .
                                                                   2 . The opening of insolvency or suspension of pay­
                            Article 43                             ments proceedings shall be notified by the person
                                                                   appointed to conduct the proceedings, for entry in the
                 (Winding up by the court)                         register referred to in Article 7 (3). The entry in the
                                                                   register shall show the following :
On an application by any person concerned or any                   (a) the nature of the proceedings, the date of the order,
competent authority, the court of the place where the                   and the court making it ;
EA has its registered office must order it to be wound
up where it finds that the registered office has been              (b) the date on which payments were suspended, if the
transferred outside the Community, or that the EA's                     court order provides for this ;
activities are being carried on contrary to public policy
in the Member State in which the EA has its registered             (c) the name and address of the person having power
office or in breach of Articles 1 and 3(1 ).                            to conduct the proceedings, or of each of them
                                                                        where there are more than one ;
The court may grant the EA a period of time to rectify             (d) any other information considered necessary.
the situation . If it fails to do so within the time allowed
the court shall order it to be wound up.                           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 ).
                         Chapter VI
                                                                   4. Particulars registered pursuant to paragraphs 2 and
                                                                   3 shall be published in the manner referred to in Article 8 .
                           Liquidation
                            Article 44
                                                                                             TITLE II
                          (Liquidation)                                               FINAL PROVISIONS
1.   The winding up of an EA shall entail its liquida­                                       Article 46
tion .
                                                                                            (Penalties)
2. The liquidation of an EA and the conclusion of its
liquidation shall be governed by the law of the State in           Each Member State shall specify the penalties to be
which it has its registered office .                               imposed in the case of breach of the provisions of this
 ---pagebreak--- No C 99/ 12                        Official Journal of the European Communities                            21.4 . 92
Regulation and, where appropriate, of any relevant                                     Article 47
national measures ; the penalties must be effective, pro­
portionate and dissuasive .                                   This Regulation shall enter into force on 1 January
                                                              1993 .
Each Member State shall take the necessary measures
before 1 January 1993 and shall forthwith inform the          This Regulation shall be binding in its entirety and
Commission thereof.                                           directly applicable in all Member States .
 ---pagebreak--- 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