EUROPEAN COMMUNITIES PART I GENERAL Citation, commencement and extent 1 These Regulations, which extend to the whole of the United Kingdom , may be cited as the European Economic Interest Grouping Regulations 1989 and shall come into force on 1st July 1989. Interpretation 2 1 In these Regulations— “the 1985 Act” means the Companies Act 1985 ; “the 2006 Act” means the Companies Act 2006; “ the Companies Acts ” has the meaning given by section 2 of the 2006 Act ; “the contract” means the contract for the formation of a UKEIG or an EEIG, as the case may be ; “the EC Regulation” means Council Regulation (EEC) No. 2137/85 on the European Economic Interest Grouping (EEIG) ; “ EEIG ” means a European Economic Interest Grouping, being a grouping— formed in pursuance of Article 1 of Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG) as it applies in the European Union and as amended from time to time ; and registered in a Member State; “ EEIG establishment ” means an establishment of an EEIG where the establishment is registered in the United Kingdom; “ officer ”, in relation to a UKEIG or an EEIG, includes a manager, or any other person provided for in the contract as an organ of the UKEIG or the EEIG, as the case may be; “ the registrar ” has the same meaning as in the Companies Acts (see section 1060 of the 2006 Act); “ UKEIG ” means a UK Economic Interest Grouping; and other expressions used in these Regulations and defined for the purposes of the Companies Acts or in relation to insolvency and winding up by the Insolvency Act 1986 or, as regards Northern Ireland, by the Insolvency (Northern Ireland) Order 1989 have the meanings assigned to them by those provisions as if any reference to a company in any such definition were a reference to a UKEIG or an EEIG, as the case may be . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 In these Regulations, “certified translation” means a translation certified to be a correct translation— a if the translation was made in the United Kingdom, by i a notary public in any part of the United Kingdom; ii a solicitor (if the translation was made in Scotland), a solicitor of the Supreme Court of Judicature of England and Wales (if it was made in England or Wales), or a solicitor of the Supreme Court of Judicature of Northern Ireland (if it was made in Northern Ireland); or iii a person certified by a person mentioned above to be known to him to be competent to translate the document into English; or b if the translation was made outside the United Kingdom, by— i a notary public; ii a person authorised in the place where the translation was made to administer an oath; iii any of the British officials mentioned in section 6 of the Commissioners for Oaths Act 1889 ; iv a person certified by a person mentioned in sub-paragraph (i), (ii) or (iii) of this paragraph to be known to him to be competent to translate the document into English. PART II PROVISIONS RELATING TO ARTICLES 1–38 OF THE EC REGULATION Legal personality (Article 1(3) of the EC Regulation) 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of official address (Article 14 of the EC Regulation) 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Managers (Article 19(2) of the EC Regulation) 5 1 A manager of a UKEIG may be a legal person other than a natural person, on condition that it designates one or more natural persons to represent it and notice of particulars of each such person is sent to the registrar ... as though he were a manager. 2 Any natural person designated under paragraph (1) above shall be subject to the same liabilities as if he himself were a manager. 3 Where a notice is required to be delivered to the registrar under article 7(d) of the EC Regulation, the notice must contain— a in the case of an individual, the particulars specified in section 163 of the 2006 Act, b in the case of a body corporate, or a firm that is a legal person under the law by which it is governed, the particulars specified in section 164 of the 2006 Act, and section 163 of that Act in respect of the person authorised to represent the manager, and c a statement that the person appointed has consented to act as a manager of the UKEIG . 3A Subsections (2) to (4) of section 163 of the 2006 Act apply for the purposes of paragraph (3) above as they apply for the purposes of that section. 3B For the purposes of paragraph (3) above, a person’s service address may be stated to be “The UKEIG's official address”. 3C A notice required to be delivered to the registrar under article 7(d) of the EC Regulation must state the date of the manager’s appointment. 3D Notice of any changes to the particulars of a manager delivered under paragraph (3) must be delivered to the registrar stating the manager’s name registered prior to the change and the date on which the change took place. 3E Notice of the termination of any manager’s appointment required to be delivered to the registrar under article 7(d) of the EC Regulation must state the manager’s name and the date on which the termination took place. 3F Regulation 13 shall have effect for the purpose of the delivery of the notices required to be delivered to the registrar under this regulation. 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cessation of membership (Article 28(1) of the EC Regulation) 6 For the purposes of national law on liquidation, winding up, insolvency or cessation of payments, a member of a UKEIG registered under these Regulations shall cease to be a member if— a in the case of an individual— i a bankruptcy order has been made against him in England and Wales or Northern Ireland ; or ii sequestration of his estate has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 1985 ; b in the case of a partnership— i a winding up order has been made against the partnership in England and Wales or Northern Ireland ; ii a bankruptcy order has been made against each of the partnership’s members in England and Wales on a bankruptcy petition presented under Article 11(1) of the Insolvent Partnerships Order 1994; iia a bankruptcy order has been made against each of the partnership’s members in Northern Ireland on a bankruptcy petition presented under Article 11(1) of the Insolvent Partnerships Order (Northern Ireland) 1995; or iii sequestration of the estate of the partnership has been awarded by the court in Scotland under the Bankruptcy (Scotland) Act 1985; c in the case of a company, the company goes into liquidation in the United Kingdom ; or d in the case of any legal person or partnership, it is otherwise wound up or otherwise ceases to exist after the conclusion of winding up or insolvency. Competent authority ( Article 32(1) ... of the EC Regulation) 7 1 The competent authority for the purposes of making an application to the court under Article 32(1) of the EC Regulation (winding up of UKEIG in certain circumstances) shall be— a in the case of a UKEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland; b in any other case, the Secretary of State. 2 The court may, on an application by the appropriate authority , order the winding up of a UKEIG , if the UKEIG acts contrary to the public interest and it is expedient in the public interest that the UKEIG should be wound up and the court is of the opinion that it is just and equitable for it to be so. 2A In paragraph (2) above “ the appropriate authority ” means— a in the case of a UKEIG whose official address is in Great Britain, the Secretary of State; b in the case of a UKEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland. 3 The court, on an application by the appropriate authority , may prohibit any activity carried on in the United Kingdom by a UKEIG where such an activity is in contravention of the public interest there. 4 In paragraph (3) above “ the appropriate authority ” means— a in the case of any activity carried on in Great Britain, the Secretary of State; b in the case of any activity carried on in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland. Winding up and conclusion of liquidation (Articles 35 and 36 of the EC Regulation) 8 1 Where a UKEIG is wound up as an unregistered company under Part V of the Insolvency Act 1986, the provisions of Part V shall apply in relation to the UKEIG as if any reference in that Act ... to a director or past director of a company included a reference to a manager of the UKEIG and any other person who has or has had control or management of the UKEIG's business and with the modification that in section 221(1) after the words “all the provisions” there shall be added the words “of Council Regulation (EEC) No. 2137/85 and”. 1A Where a UKEIG is wound up as an unregistered company under Part 6 of the Insolvency (Northern Ireland) Order 1989, the provisions of Part 6 shall apply in relation to the UKEIG as if— a any reference in that Order to a director or past director of a company included a reference to a manager of the UKEIG and any other person who has or has had control or management of the UKEIG's business; and b in Article 185(1) after “all the provisions” there were inserted “of Council Regulation (EEC) No 2137/85 and”. 2 At the end of the period of three months beginning with the day of receipt by the registrar of a notice of the conclusion of the liquidation of a UKEIG , the UKEIG shall be dissolved. PART III REGISTRATION ETC (ARTICLE 39 OF THE EC REGULATION) Amendment of the register on conversion and issue of certificate of conversion 9 1 The registrar must, within the period beginning with IP completion day and ending at the end of the day after the day on which IP completion day falls, amend the name of a grouping which is converted from an EEIG to a UKEIG under Article 1 of the EC Regulation to reflect that conversion on the register. 2 But the registrar is not required to amend the name of a grouping for the purposes of paragraph (1) in documents and particulars relating to that grouping and filed with the registrar before IP completion day. 3 The registrar must issue a certificate to the UKEIG (a “certificate of conversion”) to confirm that the UKEIG has converted, on IP completion day, pursuant to Article 1 of the EC Regulation. 4 The certificate of conversion must be— a signed by the registrar or authenticated by the registrar's official seal; and b issued to the UKEIG within the period of 21 days beginning with IP completion day. 5 Any communication or notice may be addressed to a UKEIG at its official address as notified to the registrar or in the case of any change of that address at any new official address notified to the registrar. 6 Where, before IP completion day, a transfer proposal in relation to a grouping has been drawn up, filed and published under Article 14, paragraphs (1) to (4) do not apply in relation to that grouping, until such time as the registrar is satisfied that the transfer did not take effect before IP completion day. 7 Paragraph (8) applies in relation to an EEIG— a which immediately before IP completion day is registered in a Member State pursuant to a transfer of its official address from the United Kingdom to that Member State in accordance with Article 14; but b whose registration in the United Kingdom has not been terminated before IP completion day. 8 The registrar must delete the registration of an EEIG to which this paragraph applies as soon as reasonably practicable. 9 In this regulation, “ Article 14 ” means Article 14 of Council Regulation (EEC) No. 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG) as it applied in the European Union immediately before IP completion day. Prohibition on registration of certain names 10 A1 This regulation applies for the purposes of registering— a a new name under regulation 11; or b an EEIG establishment under regulation 12. 1 A UKEIG or an EEIG establishment shall not be registered in the United Kingdom ... above by a name which includes— a any of the words or abbreviations specified in inverted commas in paragraph 1 of Schedule 2 to the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 ; b any word or abbreviation specified as similar to a word or abbreviation falling within sub-paragraph (a) above, within the meaning of paragraph 2 of that Schedule; c in the case of a UKEIG, any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (j) and (l) to (y) of paragraph 3 of that Schedule; ca in the case of an EEIG establishment, any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (y) of paragraph 3 of that Schedule; d any expression or abbreviation specified as similar to an expression or abbreviation falling within sub-paragraph (c) or sub-paragraph (ca), as the case may be , within the meaning of paragraph 4 of that Schedule. 1A The provisions specified in paragraph (1B) below apply to UKEIGs and EEIG establishments registered or in the process of being registered under these Regulations, as if they were companies formed and registered under the 2006 Act or in the process of being registered under the 2006 Act. 1B The provisions are— a section 53 of the 2006 Act (prohibited names); b section 54 of that Act (names suggesting connection with government or public authority); c section 55 of that Act (other sensitive words or expressions); d section 56 of that Act (duty to seek comments of government department or other specified body) and any regulations made by virtue of that section; e section 57(3) of that Act (permitted characters etc); f section 66(1) of that Act (name not to be the same as another in the index) and any regulations made under that section. 1C The provisions specified in paragraph (1B) above have effect with the following modifications— a any reference to the 2006 Act is to be read as including a reference to these Regulations; b the reference in section 56(4)(a) to a director or secretary of the company is to be read as a reference to a manager of the UKEIG or the EEIG establishment ; c any requirement imposed by regulations under section 66 to disregard the words “UK Economic Interest Grouping”, “European Economic Interest Grouping” or the abbreviations “UKEIG” or “EEIG” where those words or that abbreviation appears in a name— i is to apply wherever in the name those words or that abbreviation appears; and ii is to be taken to include a requirement to disregard the authorised equivalents of those words or that abbreviation in official languages of the European Union other than English. 2 Schedule 3 to these Regulations sets out the authorised equivalents referred to in paragraph (1C)(c)(ii) above. Change of name 11 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1A Sections 67(1) and 68 of the 2006 Act (power to direct change of name in case of similarity to existing name) apply to UKEIGs and EEIG establishments, registered under these Regulations, as if they were companies formed and registered under the 2006 Act. 1B In the application of section 68 of the 2006 Act to UKEIGs and EEIG establishments— a subsection (5) is to be read as if— i the reference in paragraph (b) to an officer of the company were a reference to an officer of the UKEIG or the EEIG , within the meaning of these Regulations; and ii the second sentence were omitted; b subsection (6) is to be read as if the reference to a daily default fine were omitted. 2 Paragraphs (2A) and (2B) below apply where the registrar receives notice of a change of name for a UKEIG or an EEIG establishment . 2A If the registrar is satisfied— a that the new name complies with the requirements of regulation 10(1) and the provisions applied by regulation 10(1A) above, and b that any requirements applying under or by virtue of these Regulations with respect to a change of name are complied with, the registrar shall enter the new name on the register in place of the former name. 2B On the registration of the new name, the registrar shall issue a certificate of registration altered to meet the circumstances of the case. 3 A change of name for a UKEIG or an EEIG establishment has effect from the date on which the new certificate of registration is issued. 4 The change does not affect any rights or obligations of the UKEIG or the EEIG establishment or render defective any legal proceedings by or against it. 5 Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. Registration of establishment of EEIG whose official address is outside the United Kingdom 12 1 The registrar for the purposes of registration under this regulation of an EEIG establishment situated in the United Kingdom where the EEIG’s official address is outside the United Kingdom shall be the registrar within the meaning of the Companies Acts . 2 For the purposes of registration under paragraph (1) above there shall be delivered, within one month of the establishment becoming so situated at any place in the United Kingdom , to the registrar at the registration office in England and Wales , Scotland or Northern Ireland , according to where the establishment is situated, a certified copy of the contract together with— a a certified translation into English of the contract and other documents and particulars to be filed with it under article 10 of the EC Regulation if the contract and other documents and particulars, or any part thereof, are not in English; ... b an application for registration containing the following particulars— i a statement of the names and particulars set out in the first paragraph of Article 5 and in Article 10 of the EC Regulation; ii the name of the Member State in which the official address of the EEIG is situated; and iii the address of the EEIG’s establishment being registered in the United Kingdom; and c a statement that all the requirements of these Regulations and of the EC Regulation as to registration have been complied with. 2A An application under paragraph (2)(b) may also contain a statement under regulation 12A(2). 3 Paragraph (2) above shall not apply where an establishment is already registered in the United Kingdom under paragraph (1) above. 4 The registrar shall not register an EEIG establishment under this regulation unless he is satisfied that all the requirements of these Regulations and of the EC Regulation as to registration have been complied with but the registrar may accept a statement under paragraph (2)(c) as sufficient evidence of compliance. 5 Subject to paragraph (4) above, the registrar shall retain the copy of the contract, and any certified translation, delivered to him under paragraph (2) above and register the EEIG establishment. 6 Any communication or notice may be addressed to an EEIG where its official address is outside the United Kingdom at any of its establishments in the United Kingdom . 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 If an EEIG fails to comply with any provision of paragraph (2) above, the EEIG, and any officer of it who intentionally authorises or permits the default, is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale and if the failure to comply with any such provision continues after conviction, the EEIG and any such officer shall be guilty of a further offence of failure to comply with that provision and shall be liable to be proceeded against and punished accordingly. 9 For the purposes of carrying out the obligation at paragraph (2)(b)(i), the first paragraph of Article 5 of the EC Regulation must be read as if references in that paragraph to “the grouping” or “a grouping” were references to “the EEIG” or “an EEIG”. Registration under alternative name 12A 1 This regulation applies to an EEIG— a whose official address is outside the United Kingdom, and b which has an establishment that is registered or is in the process of being registered under regulation 12 above. 2 The EEIG may at any time deliver to the registrar a statement specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom. 3 A statement under paragraph (2) must contain the following particulars— a the EEIG’s registered number and name; b the Member State in which the EEIG’s official address is situated; c the proposed name; and d in cases where a duty arises under section 56 of the 2006 Act (as it applies in accordance with regulation 10) to seek comments of a specified government department or other body regarding the proposed name, a statement that such a request has been made and a copy of any response received. 3A An EEIG that has delivered a statement under paragraph (2) may at any time deliver to the registrar a further statement specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom. 3B The statement under paragraph (3A) must contain the particulars specified in sub-paragraphs (a) to (d) of paragraph (3). 4 The alternative name for the time being registered under this regulation is treated for all purposes of the law applying in the United Kingdom as the EEIG’s grouping name. 5 This does not— a affect the references in this regulation to the EEIG’s grouping name, b affect any rights or obligations of the EEIG, or c render defective any legal proceedings by or against the EEIG. 6 Any legal proceedings that might have been continued or commenced against the EEIG by its grouping name, or any name previously registered under this regulation, may be continued or commenced against it by its name for the time being so registered. 7 Any reference in this regulation to the “grouping name” of an EEIG is a reference to the name of the EEIG referred to in the contract for its formation. Delivery of documents 13 1 This regulation applies to the documents and particulars which are— a referred to in paragraphs (a) to (j) of article 7 of the EC Regulation, and b are required to be filed ... in accordance with these Regulations. 2 The documents and particulars referred to in paragraph (1) must be delivered to the registrar— a in the case of a UKEIG , within 15 days of the event to which the document in question relates; b in the case of an EEIG ..., within 30 days of such event. 3 The following must be delivered to the registrar with any documents and particulars under paragraph (1)— a particulars of the UKEIG's or the EEIG's registered number and name, and, in the case of an EEIG, the Member State in which its official address is situated, b a translation into English of any documents and particulars being delivered, or any part of those documents and particulars that are not in English, certified as an accurate translation. 4 Where a notice is filed in accordance with article 7(b) of the EC Regulation— a the notice must contain particulars of the address at which the establishment has been set up or closed, and b where , in the case of the closure of an EEIG establishment, the EEIG will have more than one address in the UK, the notice may contain particulars of an address in the United Kingdom at which the EEIG wishes to receive correspondence. 5 If a UKEIG or an EEIG fails to comply with any provision of this regulation, the UKEIG or the EEIG, and any officer of the UKEIG or the EEIG who intentionally authorises or permits the default, is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale and if the failure to comply with any such provision continues after conviction, the UKEIG or the EEIG and any such officer shall be guilty of a further offence of failure to comply with that provision and shall be liable to be proceeded against and punished accordingly. Inspection of documents 14 Any person may— a inspect any document or particulars kept by the registrar under these Regulations or a copy thereof; and b require the registrar to deliver or send by post to him a copy or extract of any such document or particulars or any part thereof. Publication of documents in the Gazette 15 The registrar must cause to be published in the Gazette— a any amendments (stated in full) to the particulars which must be included in the contract for the formation of a grouping pursuant to the first paragraph of Article 5 of the EC Regulation and which are filed with the registrar; b notice (stated in full) of the termination of a grouping's registration; c in the case of those documents and particulars referred to in Article 7(b) to (j) of the EC Regulation, a notice stating the name of the UKEIG or the EEIG, the description of the documents or particulars and the date of receipt. UKEIG and EEIG establishment identification 16 1 If a UKEIG or an EEIG fails to comply with article 25 of the EC Regulation it is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale. 2 If an officer of a UKEIG or an EEIG or a person on its behalf issues or authorises the issue of any letter, order form or similar document not complying with the requirements of article 25 of the EC Regulation, he is guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale. PART IV SUPPLEMENTAL PROVISIONS Application of the Business Names Act 1985 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Application of provisions of the Companies Acts 18 1 The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to UKEIGs and EEIG establishments registered or in the process of being registered under these Regulations, as if they were companies formed and registered or in the process of being registered under the 2006 Act . 2 The provisions applied have effect with the following adaptations— a any reference to the 1985 Act , the 2006 Act or the Companies Acts includes a reference to these Regulations; b any reference to a registered office includes a reference to an official address; ba any reference to the register is to be read as a reference to the Groupings register; bb any reference to an officer of a company is to be read as a reference to an officer of a UKEIG or an EEIG , within the meaning of these Regulations; c any reference to a daily default fine shall be omitted. 3 The provisions applied also have effect subject to any limitations mentioned in relation to those provisions in that Schedule. 4 In this regulation “the Groupings register” means— a the documents and particulars required to be kept by the registrar under these Regulations; and b the records falling within section 1080(1) of the 2006 Act which relate to UKEIGs or EEIG establishments . 5 This regulation does not affect the application of provisions of the Companies Acts to UKEIGs or EEIG establishments otherwise than by virtue of this regulation. Application of insolvency legislation 19 1 Part III of the Insolvency Act 1986 shall apply to UKEIGs and EEIG establishments registered under these Regulations in England and Wales or Scotland , as if they were companies registered under the 2006 Act . 1A Part 4 of the Insolvency (Northern Ireland) Order 1989 shall apply to UKEIGs and EEIG establishments registered under these Regulations in Northern Ireland, as if they were companies registered under the 2006 Act. 2 Section 120 of the Insolvency Act 1986 shall apply to a UKEIG and an EEIG establishment registered under these Regulations in Scotland, as if it were a company registered in Scotland the paid-up or credited as paid-up share capital of which did not exceed £120,000 and as if in that section any reference to the Company’s registered office were a reference to the official address of the UKEIG or the EEIG . Application of legislation relating to disqualification of directors 20 1 Where a UKEIG or an EEIG establishment is wound up as an unregistered company under Part V of the Insolvency Act 1986, the provisions of sections 1, 2, 4 to 7, 8, 9, 10, 11 , 12(2), 15 to 17, 20 and 22 of, and Schedule 1 to, the Company Directors Disqualification Act 1986 shall apply in relation to the UKEIG or the EEIG establishment as if any reference to a director or past director of a company included a reference to a manager of the UKEIG or the EEIG establishment and any other person who has or has had control or management of the UKEIG's or the EEIG establishment's business and the UKEIG or the EEIG establishment were a company as defined by section 22(2)(b) of that Act. 2 Where a UKEIG or an EEIG establishment is wound up as an unregistered company under Part 6 of the Insolvency (Northern Ireland) Order 1989 the provisions of Articles 2(2) to (6), 3, 5, 7 to 11, 13, 14, 15, 16(2), 19 to 21 and 23 of, and Schedule 1 to, the Company Directors Disqualification (Northern Ireland) Order 2002 shall apply in relation to the UKEIG or the EEIG establishment as if— a any reference to a director or past director of a company included a reference to a manager of the UKEIG or the EEIG establishment and any other person who has or has had control or management of the UKEIG's or the EEIG establishment's business; and b the UKEIG or the EEIG establishment were a company as defined by Article 2(2) of that Order. Penalties 21 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Francis Maude Parliamentary Under Secretary of State, Department of Trade and Industry 10th April 1989