Citation and commencement

1.–(1) These Regulations may be cited as the European Economic Interest Grouping (Amendment) Regulations 2009.

(2) These Regulations come into force on 1st October 2009.

Transitional provision relating to forms and other documents to be delivered to registrar

2. So far as relating to forms and other documents required to be delivered to the registrar, the amendments made by these Regulations do not have effect in any case where the obligation to deliver the form or other document arose before 1st October 2009.

Amendment of the European Economic Interest Grouping Regulations 1989

3. The European Economic Interest Grouping Regulations 1989(4) are amended as follows.

4. In regulation 1 (citation, commencement and extent), for "Great Britain" substitute "the whole of the United Kingdom".

5.–(1) Regulation 2 (interpretation) is amended as follows.

(2) In paragraph (1)–

(a) after the definition of "the 1985 Act" insert–

""the 2006 Act" means the Companies Act 2006;";

(b) in the definition of "the Companies Acts", for "the Companies Act 2006" substitute "the 2006 Act";

(c) for the definition of "the registrar" substitute–

""the registrar" has the same meaning as in the Companies Acts (see section 1060 of the 2006 Act);";

(d) after "the Insolvency Act 1986" insert "or, as regards Northern Ireland, by the Insolvency (Northern Ireland) Order 1989(5)".

(3) For paragraph (2) substitute–

"(2) In these Regulations a reference to any Form is a reference to that Form as set out in Schedule 2 to these Regulations."

6. In regulation 3 (legal personality), for "Great Britain" substitute "the United Kingdom".

7. In regulation 4(1) (transfer of official address)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "Form EEIG 4" substitute "Form EE MP01";

(c) for "regulation 13(1)" substitute "regulation 13(1B)".

8.–(1) Regulation 5 (managers) is amended as set out in paragraphs (2) to (4).

(2) In paragraph (1)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "Form EEIG 3" substitute "Form EE AP02".

(3) For paragraph (3) substitute–

"(3) The following must be delivered to the registrar in accordance with the provisions of regulation 13(1B) below–

(a) notice of appointment of any manager; and

(b) in respect of each manager, the particulars specified in section 163 of the 2006 Act (if the manager is an individual) or section 164 of that Act (if the manager is not).

(3A) Subsections (2) to (4) of section 163 of the 2006 Act apply for the purposes of paragraph (3)(b) above as they apply for the purposes of that section.

(3B) For the purposes of paragraph (3)(b) above, a person´s service address may be stated to be "The EEIG´s official address"."

(4) Omit paragraph (4).

(5) In the case of an European Economic Interest Grouping ("EEIG") which, immediately before 1st October 2009, was registered in the United Kingdom, the relevant existing address of a manager of the EEIG is deemed, on and after that date, to be a service address.

(6) The "relevant existing address" is the address which, immediately before 1st October 2009, was the usual residential address notified to the registrar under regulation 5(3)(a) of the European Economic Interest Grouping Regulations 1989, as they had effect before that date.

(7) Any notification of a change of the relevant existing address occurring before 1st October 2009 that is received by the registrar on or after that date is treated as being or, as the case may be, including notification of a change of service address.

(8) The registrar may make such changes to the EEIG register as the registrar considers appropriate in consequence of the operation of paragraphs (5) to (7).

In this paragraph "the EEIG register" has the meaning given by regulation 18(4) of the European Economic Interest Grouping Regulations 1989.

9.–(1) Regulation 6 (cessation of membership) is amended as follows.

(2) In paragraph (a)(i), after "Wales" insert "or Northern Ireland".

(3) In paragraph (b)–

(a) in sub-paragraph (i), after "Wales" insert "or Northern Ireland";

(b) for sub-paragraph (ii) substitute–

"(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(6);

(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(7); or".

(4) In paragraph (c), for "Great Britain" substitute "the United Kingdom".

10.–(1) Regulation 7 (competent authority) is amended as follows.

(2) For paragraph (1) substitute–

"(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 EEIG in certain circumstances) shall be–

(a) in the case of an EEIG 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."

(3) In paragraph (2)–

(a) for "the Secretary of State" substitute "the appropriate authority";

(b) for "Great Britain" substitute "the United Kingdom".

(4) After paragraph (2) insert–

"(2A) In paragraph (2) above "the appropriate authority" means–

(a) in the case of an EEIG whose official address is in Great Britain, the Secretary of State;

(b) in the case of an EEIG whose official address is in Northern Ireland, the Department of Enterprise, Trade and Investment in Northern Ireland."

(5) In paragraph (3)–

(a) for "the Secretary of State" substitute "the appropriate authority";

(b) for "Great Britain" substitute "the United Kingdom".

(6) After paragraph (3) insert–

"(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."

11. In regulation 8 (winding up and conclusion of liquidation), after paragraph (1) insert–

"(1A) Where an EEIG 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 EEIG 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 EEIG and any other person who has or has had control or management of the EEIG´s business; and

(b) in Article 185(1) after "all the provisions" there were inserted "of Council Regulation (EEC) No 2137/85 and"."

12.–(1) Regulation 9 (registration of EEIG whose official address is in UK) is amended as follows.

(2) In paragraph (1)–

(a) for "Great Britain", in both places where it occurs, substitute "the United Kingdom";

(b) for "the 1985 Act" substitute "the Companies Acts";

(c) in sub-paragraph (a), for "the registrar or other officer performing under that Act the duty of registration of companies in England and Wales" substitute "the registrar of companies for England and Wales";

(d) omit the "and" at the end of that sub-paragraph;

(e) in sub-paragraph (b), for "the registrar or other officer performing under that Act the duty of registration of companies in Scotland" substitute "the registrar of companies for Scotland";

(f) after sub-paragraph (b) insert–

"(c) to the registrar of companies for Northern Ireland, if the contract states that the official address of the EEIG is to be situated in Northern Ireland."

(3) In paragraphs (2) and (3), for "Form EEIG 1" substitute "Form EE FM01".

(4) In paragraph (9)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "Form EEIG 1" substitute "Form EE FM01".

(5) In paragraph (10)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "Form EEIG 1" substitute "Form EE FM01";

(c) for "Form EEIG 4" substitute "Form EE MP01".

(6) The heading to regulation 9 becomes "Registration of EEIG whose official address is in the United Kingdom".

13. In regulation 10 (prohibition on registration of certain names), for paragraphs (1) and (2) substitute–

"(1) An EEIG shall not be registered in the United Kingdom under regulation 9 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 and Business Names (Miscellaneous Provisions) Regulations 2009(8);

(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) any of the expressions or abbreviations specified in inverted commas in sub-paragraphs (a) to (j) and (l) to (v) of paragraph 3 of that Schedule;

(d) any expression or abbreviation specified as similar to an expression or abbreviation falling within sub-paragraph (c) above, within the meaning of paragraph 4 of that Schedule.

(1A) The provisions specified in paragraph (1B) below apply to EEIGs 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 EEIG;

(c) any requirement imposed by regulations under section 66 to disregard the words "European Economic Interest Grouping" or the abbreviation "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 Economic Community other than English.

(2) Schedule 3 to these Regulations sets out the authorised equivalents referred to in paragraph (1C)(c)(ii) above."

14.–(1) Regulation 11 (change of name) is amended as follows.

(2) Omit paragraph (1).

(3) After that paragraph insert–

"(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 EEIGs, and their 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 EEIGs and their 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 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."

(4) For paragraphs (2) and (3) substitute–

"(2) Paragraphs (2A) and (2B) below apply where the registrar receives notice of a change of an EEIG´s name.

(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 an EEIG´s name 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 EEIG 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."

15.–(1) Regulation 12 (registration of establishment of EEIG whose official address is outside UK) is amended as follows.

(2) In paragraph (1)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "the 1985 Act" substitute "the Companies Acts".

(3) In paragraph (2)–

(a) for "Great Britain" substitute "the United Kingdom";

(b) for "or Scotland" substitute ", Scotland or Northern Ireland";

(c) in sub-paragraph (b), for "Form EEIG 2" substitute "Form EE FM02".

(4) In paragraph (3), for "Great Britain" substitute "the United Kingdom".

(5) In paragraph (4), for "Form EEIG 2" substitute "Form EE FM02".

(6) In paragraph (6), for "Great Britain" substitute "the United Kingdom".

16. After regulation 12 insert–

"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 for registration a statement in Form EE NM01 specifying a name, other than its grouping name, under which it proposes to carry on business in the United Kingdom.

(3) An EEIG that has registered an alternative name under paragraph (2) may at any time deliver to the registrar for registration a statement in Form EE NM02 specifying a different name under which it proposes to carry on business in the United Kingdom (which may be its grouping name or a further alternative) in substitution for the name previously registered.

(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."

17.–(1) Regulation 13 (filing of documents) is amended as follows.

(2) For paragraph (1) substitute–

"(1) This regulation applies to the documents and particulars which–

(a) are referred to in paragraphs (a) to (j) of Article 7 of the EC Regulation, and

(b) are required to be filed under that Article in the United Kingdom.

(1A) The documents and particulars to which this regulation applies shall be filed–

(a) in the case of an EEIG whose official address is in the United Kingdom, within 15 days of the event to which the document in question relates;

(b) in the case of an EEIG whose official address is outside the United Kingdom, within 30 days of such event.

(1B) In the case of each paragraph listed in the first column of Table 1 below, the documents and particulars referred to in that paragraph shall be filed by delivering to the registrar for registration a notice which–

(a) is in the Form specified in the second column of that Table, and

(b) contains the matters specified in the third column of that Table.

(1C) Any notice that is delivered to the registrar in accordance with paragraph (1B) above shall be accompanied by a certified translation into English of any documents and particulars to which the notice relates, or any part of those documents and particulars, which are not in English."

(3) In paragraph (3), for "paragraph (1) above" substitute "this regulation".

18. Omit regulation 17 (application of the Business Names Act 1985).

19.–(1) Regulation 18 (application of provisions of the Companies Acts) is amended as follows.

(2) In paragraph (1), for "the 1985 Act" substitute "the 2006 Act".

(3) In paragraph (2)–

(a) in sub-paragraph (a), after "the 1985 Act" insert ", the 2006 Act";

(b) after sub-paragraph (b) insert–

"(ba) any reference to the register is to be read as a reference to the EEIG register;

(bb) any reference to an officer of a company is to be read as a reference to an officer of an EEIG, within the meaning of these Regulations;".

(4) After paragraph (3) insert–

"(4) In this regulation "the EEIG 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)(9) of the 2006 Act which relate to EEIGs or their establishments.

(5) This regulation does not affect the application of provisions of the Companies Acts to EEIGs or their establishments otherwise than by virtue of this regulation."

20.–(1) Regulation 19 (application of Insolvency Act 1986(10)) is amended as follows.

(2) In paragraph (1)–

(a) after "Regulations" insert "in England and Wales or Scotland";

(b) for "the 1985 Act" substitute "the 2006 Act".

(3) After paragraph (1) insert–

"(1A) Part 4 of the Insolvency (Northern Ireland) Order 1989(11) shall apply to EEIGs, and their establishments, registered under these Regulations in Northern Ireland, as if they were companies registered under the 2006 Act."

(4) In consequence of the amendments made by this regulation, the heading to regulation 19 becomes "Application of insolvency legislation".

21.–(1) Regulation 20 (application of the Company Directors Disqualification Act 1986(12)) is amended as follows.

(2) The existing provision is renumbered as paragraph (1).

(3) In paragraph (1), for "4 to 11" substitute "4 to 7, 8, 9, 10, 11".

(4) After that paragraph insert–

"(2) Where an EEIG 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(13) shall apply in relation to the EEIG as if–

(a) any reference to a director or past director of a company included a reference to a manager of the EEIG and any other person who has or has had control or management of the EEIG´s business; and

(b) the EEIG were a company as defined by Article 2(2) of that Order."

(5) In consequence of the amendments made by this regulation, the heading to regulation 20 becomes "Application of legislation relating to disqualification of directors".

22. For Schedule 2 (forms relating to EEIGs) substitute the Schedule set out in the Schedule to these Regulations.

23.–(1) Schedule 4 (provisions of Companies Acts applying to EEIGs and their establishments) is amended as follows.

(2) In Part 1 (provisions of Companies Act 1985(14))–

(a) omit paragraphs 1 to 4;

(b) in paragraph 5, for "section 432(1) and (2)" substitute "section 432(1), (2) and (2A)";

(c) in paragraph 8, for "437 to 439" substitute "437 and 439";

(d) in paragraph 10–

(i) for "section 447" substitute "sections 447 and 447A";

(ii) omit the words from "as if paragraph (1)(d)" to the end;

(e) omit paragraphs 14 to 23.

(3) In Part 2 (provisions of Companies Act 2006), for paragraphs 1 and 2 substitute–

"25. Section 75 (provision of misleading information etc), as if the second sentence of subsection (5) were omitted.

26. Part 25 (company charges).

27. Section 993 (offence of fraudulent trading).

28. Section 1066(2) to (4) (registered numbers).

29. Section 1081 (annotation of the register), as if–

(a) after subsection (1) there were inserted–

"(1A) Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.", and

(b) subsection (5) were omitted.

30. Section 1082 (allocation of unique identifiers), as if–

(a) the reference in subsection (1)(a) to a director of a company were a reference to a manager of an EEIG, and

(b) paragraphs (b) and (c) of subsection (1) were omitted.

31. Section 1084 (records relating to companies that have been dissolved etc), as if subsection (4) were omitted.

32. In section 1087 (material not available for public inspection)–

(a) subsection (1)(a) and (d), and

(b) subsections (2) and (3), so far as relating to material falling within paragraph (a) or (d) of subsection (1).

33. Section 1089(1) (form of application for inspection or copy), as if–

(a) the reference to inspection under section 1085 were a reference to inspection under regulation 14(a) above, and

(b) the reference to a copy under section 1086 were a reference to a copy or extract under regulation 14(b) above.

34. Section 1090(4) (power to determine form and manner in which copies to be provided), as if–

(a) for "the preceding provisions of this section" there were substituted "Article 39(1) of Council Regulation (EEC) No 2137/85", and

(b) the reference to copies being provided were a reference to copies or extracts being provided under regulation 14(b) above.

35. Section 1091 (certification of copies as accurate), as if–

(a) any reference in that section to copies were a reference to copies or extracts,

(b) any reference to section 1086 were a reference to regulation 14(b) above,

(c) subsections (2) and (4) were omitted, and

(d) in subsection (5) the words preceding "copies" were omitted.

36. Section 1094 (administrative removal of material from the register), as if–

(a) the reference in subsection (2) to section 1093 were omitted, and

(b) in subsection (3)(a), sub-paragraphs (iii) to (vii) were omitted.

37. Section 1112 (general false statement offence).

38. Section 1117 (registrar´s rules), so far as relating to sections 1066(2), 1089(1) and 1090(4).

39. The following provisions of Part 36 (offences), so far as relating to offences under sections applied by these Regulations–

(a) section 1121 (liability of officer in default), as if subsection (2) were omitted;

(b) section 1122 (liability of company as officer in default), as if the words ""officer" and" in subsection (3) were omitted;

(c) sections 1126 to 1130 (consents for prosecutions, venue and time limit for summary proceedings, privilege and unincorporated bodies);

(d) section 1132 (production and inspection of documents where offence suspected), as if the reference in subsection (3)(b) to the secretary of the company were omitted;

(e) section 1133 (provisions not to apply to offences committed before commencement).

40. Sections 1139 to 1141 (service addresses), as if the reference in section 1140(2)(a) to a director or secretary of a company were a reference to a manager of an EEIG."

Amendment of the Registrar of Companies and Applications for Striking Off Regulations 2009

24. In regulation 8 of the Registrar of Companies and Applications for Striking Off Regulations 2009(15) (permitted characters and symbols for names and addresses in documents delivered to the registrar), in paragraph (2), after sub-paragraph (j) insert–

"(k) a contract for the formation of a European Economic Interest Grouping;

(l) an amendment to such a contract."

Regulation 22

SCHEDULE Schedule 2 to the European Economic Interest Grouping Regulations 1989

The following is the Schedule to be substituted for Schedule 2 to the European Economic Interest Grouping Regulations 1989–

"SCHEDULE 2 Forms relating to EEIGs

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"

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations make provision in respect of European Economic Interest Groupings ("EEIGs") formed under Article 1 of the Council Regulation (EEC) No. 2137/85 ("the EC Regulation"), which provides a legal framework for groupings of natural persons, companies, firms and other legal entities to enable them to co-operate effectively when carrying on business activities across national frontiers within the European Community.

The EC Regulation is directly applicable in United Kingdom law but Regulations made under domestic law were necessary for implementation in part of the Community obligations and for other purposes mentioned in section 2(2) of the European Communities Act 1972 (c.68). In particular, certain provisions are left for national law by the EC Regulation. The European Economic Interest Grouping Regulations 1989 (S.I. 1989/638) ("the Principal Regulations") were made in respect of Great Britain and the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (S.R. (NI) 1989 No 638) ("the Northern Ireland Regulations") in respect of Northern Ireland.

These Regulations make amendments to the Principal Regulations. Some of the amendments are consequential on the extension of the Principal Regulations to Northern Ireland, and the revocation of the Northern Ireland Regulations by section 1286 of the Companies Act 2006 (c.46). Other amendments replace references to provisions of the Companies Act 1985 (c.6) with references to the equivalent provisions of the Companies Act 2006. Other amendments are consequential on changes to United Kingdom company law and reflect changes made to company law by the Companies Act 2006.

These Regulations also prescribe new forms for EEIGs which replace those currently contained in the Principal Regulations. The new forms are set out in the Schedule to these Regulations.

An impact assessment has not been produced for these Regulations because no additional impact is foreseen on the private or voluntary sector beyond that already covered in the impact assessment for the Companies Act 2006.