S.I. No. 191/1989 - European Communities (European Economic Interest Groupings) Regulations, 1989.

1. If this form relates to the appointment of a manager(s), omit Section F.

2. If this form relates to the termination of the appointment of a manager(s), omit Section C, D and E.

Please complete using black block capitals or typewriting

To be completed only if official address of EEIG is in Ireland

To be completed only if official address of EEIG is outside Ireland

*Delete as approrprate

EUROPEAN ECONOMIC INTEREST GROUPING

Notice of documents and particulars required to be filled

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulations

Grouping registration number in Ireland

IR

IG6

Please complete using black block capitals or typewriting

Name of grouping in full

Official address of grouping

Certified copy(ies) of the following document(s) is/are* attached

Please tick appropriate box(es)

an amendment to the grouping's formation contract

a document evidencing a judicial decision regarding nullity

an assignment of all/part* of a member's participation

a document evidencing a judicial decision/members' order or decision* to wind up the grouping

liquidator's appointment/termination of appointment*

a document evidencing the conclusion of liquidation

an exemption clause relieving a new member from payment of debts and other liabilities which originated before his admission to membership of a grouping

Where the document(s) above is/are* not written in Irish or English a certified translation thereof must be attached.

Presenter's Name

Address

Telephone Number

Reference

Number of continuation

sheets attached

Declaration

I,

a member of the above grouping

a person authorised on behalf of a member of the above grouping

a manager of the above grouping

declare that the particulars on this form are correct.

Signature of Declarant

Date

Please complete using black block capitals or typewriting

*Delete as appropriate

EUROPEAN ECONOMIC INTEREST GROUPING

Notice of proposal to transfer official address of an EEIG

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulations

Grouping registration number in Ireland

IR

IG7

Section A

Name of grouping in full

Official address of grouping

Proposed new official address

Section B

Proposal to transfer the official address from Ireland

A copy of the Iris Oifigiuil is attached as evidence of the publication of the transfer proposal

Signed

Date

a member of the above grouping

a person authorised on behalf of a member of the above grouping

Presenter's Name

Address

Telephone Number

Reference

Number of continuation

sheets attached

□

Section C

Proposal to transfer the official address into Ireland

The following documents (or certified copies thereof) are attached, together with certified translations of such of the documents as are not written in Irish or English

□ the contract for the formation of the grouping, together with any amendments thereto,

□any documents filed, pursuant to the Council Regulation, at the registry in the country from which it is proposed to transfer the official address,

□ a copy of _______________

as evidence of the publication of the transfer proposal.

I declare that no competent authority has opposed the transfer under Article 14 (4) of the Council Regulation

Signature

Date

□a member of the above grouping

□ a person authorised on behalf of a member of the above grouping

Please complete using black block capitals or typewriting

EUROPEAN ECONOMIC INTEREST GROUPING

Annual Return

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stampto be affixed above

Regulation 19 of the 1989 Regulations

Grouping registration number in Ireland

IR8

IG8

Name of grouping in full

Official address of grouping

Addresses of grouping establishments in Ireland

Membership Note one

Names (including business name if different) and particulars of the members of the grouping

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Name

Registered number and place of registration (if any)

Legal form Note two

Address form Note three

Presenter's Name

Address

Telephone Number

Reference

Number of continuation

sheets attached

□

Membership

(continued)

Names (including business name if different) and particulars of the members of the grouping

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Changes in year ending 30 June 19 ..............

Please tick appropriate box(es)

□ amendment to the grouping's formation contract

□ notifiable event concerning a manager

□ judicial decision regarding nullity

□ assignment of all/part* of a member's participation

□ judicial decision/members' order or decision* to wind up the grouping

□ liquidator's appointment/termination of appointment*

□ conclusion of liquidation

□ proposal to transfer the official address of the grouping

□ exemption clause relieving a new member from payment of debts and other liabilities which

originated before his admission to membership of a grouping

Declaration

I,

a member of the above grouping

□ a person authorised on behalf of a member of the above grouping

□ declare that the particulars on this form are correct

Signature of Declarant

Date

Please complete using black block capitals or typewriting

Note one

Particulars of further members should be given on the prescribed continuation sheet

Note two

Insert "natural person" if an individual, "legal person" if a body corporate or "partnership" as appropriate

Note three

Business address or registered office address as appropriate

* Delete as appropriate

EUROPEAN ECONOMIC INTEREST GROUPING

Continuation Sheet for Forms IG 1 to IG8

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Continuation of Form

IG....................

Regulation 19 and 27 of the 1989 Regulations

Grouping registration number in Ireland

IR 8

Please complete using blackblock capitals or typewriting

Name of grouping in full

Please complete using black block capitals or typewriting

GIVEN under my Official Seal, this 27th day of July, 1989.

DESMOND O'MALLEY, T.D.

Minister for Industry and

Commerce.

EXPLANATORY NOTE.

These Regulations give full effect to Council Regulations (EEC) No. 2137/85 on the European Economic Interest Grouping (EEIG). They provide a legal framework for groupings of natural persons, companies and other legal entities to enable them to co-operate effectively in economic activities across national frontiers within the European Community. Such groupings, if their official address is in Ireland, will be bodies corporate and have legal personality.

The Council Regulation is directly applicable in Irish law but certain provisions within the Council Regulations need supplementary legislation. These include the designation of the registry and registrar for groupings (the Companies Registration Office and the Registrar of Companies respectively), management of groupings, qualifications and limits on membership, and winding-up. These Regulations also designate the forms to be used in relation to the registration, setting-up, closure or transfer of a grouping or in any other prescribed event.

The Regulations come into operation on 1st August, 1989.

3. The Contact Committee shall be convened by its chairman either on his own initiative or at the request of one of its members.

Article 43

This Regulation shall enter into force on the third day following its publication in the

Official Journal of the European Communities.

It shall apply from 1 July 1989, with the exception of Articles 39, 41 and 42 which shall apply as from the entry force of the Regulation.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels, 25 July 1985.

For the Council

The President

J. POOS.

Second Schedule

EUROPEAN ECONOMIC INTEREST GROUPING

Registration of EEIG whose official address is in Ireland

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulations

Grouping registration number in Ireland

IG1

IR

Name of grouping in full

________________________________________________________________________________

________________________________________________________________________________

Official address of grouping

________________________________________________________________________________

________________________________________________________________________________

Membership

Note one

Names (including business name if different) and particulars of the members of the grouping

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Presenter's Name

Address

Telephone Number

Reference

Number of continuation sheets attached

□

Names (including business name if different) and particulars of the members of the grouping

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Objects of the grouping

Duration of the grouping note four

Attachments

The contract establishing the above-named grouping is herewith for registration

that contract not being written in English or Irish a certified translation is herewith for registration.

Declaration of Compliance

I,

a member of the above grouping

a person authorised on behalf of a member of the above grouping

declare that the particulars on this form are correct and that all the requirements of the above

Regulations in respect of the registration of the above grouping and of matters precedent and incidental to it have

been complied with.

And I make this solemn declaration conscientiously believing the same to be true and by virtue of the

provisions of the

Statutory Declarations Act 1938

.

Signature of Declarant

Declared before me by

who is personally known to me or who is identified to me by

who is personally known to me

at

this

day of

19

Signed

Commissioner for Oaths

Notary Public

Peace Commissioner

Please complete using black block capitals or typewriting

Note one

Particulars of further members should be given on the prescribed continuation sheet prescribed continuation sheet

Note two

Insert 'natural person' if an individual, 'legal person' if a body corporate or 'partnership' as appropriate

Note three

Business address or registered office address as appropriate

Note four

If the duration is indefinite this should be stated

EUROPEAN ECONOMIC INTEREST GROUPING

Registration of grouping establishment in Ireland for EEIG whose official address is outside Ireland

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulations

Grouping registration number in Ireland

IR

IG2

Name of grouping in full

Official address of grouping

Country

Establishment address in Ireland

Membership

Note one

Names (including business name if different) and particulars of the members of the grouping

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Presenter's Name

Address

Telephone Number

Reference

Number of continuation sheets attached □

Names (including business name if different) and particulars of the members of the grouping

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Name

Registered number and place of registration (if any)

Legal form Note two

Address Note three

Attachments

A certified copy of the contract establishing the above-named grouping is herewith for registration

□ that contract not being written in English or Irish a certified translation is herewith for registration.

Declaration of Compliance

I,

□ a member of the above grouping

□ a person authorised on behalf of a member of the above grouping

declare that the particulars on this form are correct and that all the requirements of the above Regulations in respect of the registrationof the above grouping and of matters precedent and incidental to it have been complied with.

And I make this solemn declaration conscientiously believing the same to be true and virtue of the provisions of the

Statutory Declarations Act 1938

.

Signatureof Declarant

Declared before me by

who is personally known to me or who is identified to me by

who is personally known to me

at

this

day of 19

Signed

Commissioner for Oaths

Notary Public

Peace Commissioner

Please complete using black block capitals or typewriting

Note one

Particulars of further members should be given on the prescribed continuation sheet

Note two

Insert 'natural person' if an individual, 'legal person' if a body corporate or 'partnership' as appropriate

Note three

Business address or registered office address as appropriate

EUROPEAN ECONOMIC INTEREST GROUPING

Notice of setting up of grouping establishment of an EEIG whose official address is in Ireland

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulations

Grouping registration number in Ireland

IR

IG3

Name of grouping in full

Official address of grouping

Address of grouping establishment being set up

Declaration

I,

a member of the above grouping

a person authorised on behalf of a member of the above grouping

a manager of the above grouping

declare that the particulars on this form are correct

Signature of Declarant

Date

Presenter's Name

Address

Telephone Number

Reference

Number of continuation sheets attached

Please complete using black block capitals or typewriting

EUROPEAN ECONOMIC INTEREST GROUPING

Notice of closure of grouping establishment of an EEIG

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulation

Grouping registration number in Ireland

IR

IG4

Please complete using black block capitals or typewriting

Name of grouping in full

Official address of grouping

Address of grouping establishment being closed

Declaration

I,

a member of the above grouping

a person authorised on behalf of a member of the above grouping

a manager of the above grouping

declare that the particulars on this form are correct.

Signature of Declarant

Date

Presenter's Name

Address

Telephone Number

Reference

Number of continuation

sheets attached

□

Please complete using black block capitals or typewriting

EUROPEAN ECONOMIC INTEREST GROUPING

Notice of manager's particulars and of termination of appointment

Council Regulation (EEC) No. 2137/85 and European Communities (European Economic Interest Groupings) Regulations 1989

Registration fee stamp to be affixed above

Regulation 27 of the 1989 Regulations

Grouping registration number in Ireland

IR

IG5

Section A

Name of grouping in full

Offical address of grouping

Section B

Name of Manager

Date of appointment

Address

Section C (i)

Occupation

Nationality

Date of Birth

Section C (ii)

Attachments

A certified copy of the manager's particulars, as filed in the registry concerned, is attached

those particulars not being written in Irish or English a certified translation thereof (other than the manager's name and address is attached.

Presenter's Name

Address

Telephone Number

Reference

Number of continuation

sheets attached

□

Section D

I consent to act singly/jointly* as manager of the grouping named above

Signature

Date

Section E

If the grouping has more than one manager does the manager have the power to bind the grouping acting singly?

YES/NO*

If NO please specify the conditions under which managers can bind the grouping

Section F

The appointment of the person named above as manager of the above grouping was terminated on

19

Declaration

I,

a member of the above grouping

a person auhorised on behalf of a member of the above grouping

a manager of the above grouping

declare that the particulars on this form are correct.

Signature of Declarant

Date

Notes on the completion of this form

4. The liquidator or liquidators shall take the steps required as listed in Articles 7 and 8.

Article 36

Groupings shall be subject to national laws governing insolvency and cessation of payments. The commencement of proceedings against a grouping on grounds of its solvency or cessation of payments shall not by itself cause the commencement of such proceedings against its members.

Article 37

5. Designation of registrar and registry.

6. Registration of a grouping.

7. Effect of registration.

8. Time for filing documents and other particulars.

9. Publication of information by grouping.

10. Groupings registered outside the State.

11. Notification of information by registrar.

12. Transfer of official address outside the State.

PART II

MEMBERSHIP OF GROUPINGS

13. Permissible number of members.

14. Disqualification from membership.

15. Expulsion of member of grouping.

16. Reduction of number of members below two.

17. Cessation of membership of a grouping.

ADMINISTRATION, ACTIVITIES ETC.

18. Manager of a grouping.

19. Annual return.

20. Prohibition on invitation of investment from the public.

21. Winding-up of grouping.

22. Provisions of Companies Acts applied to groupings.

23. Activity contrary to public interest.

24. Furnishing fasle information.

25. Destruction, mutilation or faslification of documents.

26. Fees.

27. Forms.

28. Offences and penalties.

FIRST SCHEDULE

Council Regulation (EEC) No. 2137/85 of 25 July 1985 on the European Economic Interest Grouping.

SECOND SCHEDULE.

Forms relating to EEIGs.

S.I. No. 191 of 1989.

EUROPEAN COMMUNITIES (EUROPEAN ECONOMIC INTEREST GROUPINGS) REGULATIONS, 1989.

I, DESMOND O'MALLEY, Minister for Industry and Commerce, in exercise of the powers conferred on me by

section 3

of the

European Communities Act, 1972

(No. 27 of 1972) and for the purpose of giving full effect to the provisions of Council Regulation (EEC) No. 2137/85 of the 25th day of July, 1985 *on the European Economic Interest Grouping (EEIG), hereby make the following Regulations

*O.J. No. L 199, 31/7/1985, pp. 1-9.

PRELIMINARY

1 Citation and commencement.

1.

(1) These Regulations may be cited as the European Communities (European Economic Interest Groupings) Regulations, 1989.

(2) These Regulations shall come into operation on the 1st day of August, 1989.

2 Interpretation.

2.

(1) In these Regulations, unless the context otherwise requires

"the Companies Acts" means the

Companies Act, 1963

, and every enactment which is to be constructed as one with that Act;

"the Council Regulation" means Council Regulation (EEC) No. 2137/85 of 25th July, 1985 on the European Economic Interest Grouping, being the Regulation set out in the First Schedule to these Regulations;

"the court" means the High Court;

"director" includes any person occupying the position of director by whichever name called;

"grouping" means a European Economic Interest Grouping, whether formed and registered in the State or elsewhere;

"the Minister" means the Minister for Industry and Commence;

"officer" in relation to a body corporate includes a director or company secretary;

"registry" has the meaning assigned to it under Regulation 5 (1) of these Regulations;

"registrar" means the registrar of groupings, within the meaning of Regulation 5 (2) of these Regulations.

(2) A word or expression that is used in these Regulations and is also used in the Council Regulation shall, unless the contrary intention appears, have the same meaning in these Regulations as it has in the Council Regulation.

PART I FORMATION AND REGISTRATION OF GROUPINGS

3 Formation of a grouping.

A grouping shall be formed upon the terms, in the manner and with the effects laid down in the Council Regulation and these Regulations.

4 Name of grouping.

4.

(1) The name of a grouping registered in the State shall include

(

a

) the words "European Economic Interest Groupings" or the initials "EEIG", or

(

b

) the words "Grupail Eorpach um Leas Eacnamaioch" or the initials "GELE",

unless those words or initials already form part of the name.

(2) Every invoice, order for goods or business letter issued by or on behalf of a grouping shall include the name of the grouping referred to in paragraph (1) of this Regulation.

(3) No grouping shall be registered under these Regulations by a name which, in the opinion of the Minister, is undesirable but an appeal shall lie to the court against a refusal to register on such a ground.

(4) A grouping registered under these Regulations may, subject to the approval of the Minister signified in writing, change its name.

5 Designation of registrar and registry.

5.

(1) The Companies Registration Office, being the office maintained for the purpose of the registration of companies under the Companies Acts, is hereby designated as the registry for the purpose of Articles 6, 7, 10 and 39 of the Council Regulation.

(2) For the purposes specified in paragraph (1) of this Regulation, the person for the time being holding the office of registrar of companies under the Companies Acts shall also have the function of registrar of groupings under the Council Regulation and these Regulations and is referred to in these Regulations as "the registrar".

6 Registration of a grouping.

6.

(1) Where the official address of a grouping is in the State, the contract for the formation of the grouping shall be delivered to the registrar.

(2) The registrar shall retain and register in a register maintained by him for that purpose any contracts for the formation of groupings delivered to him.

7 Effect of registration.

7.

(1) On the registration of a contract forming a grouping the registrar shall certify under his hand that the grouping is incorporated as a European Economic Interest Grouping.

(2) A grouping, from the date of its registration under these Regulations, shall

(

a

) be a body corporate,

(

b

) have perpetual succession and a common seal, and

(

c

) have legal personality.

8 Time for filing documents and other particulars.

8.

Where a document or particular is to be filed at the registry pursuant to Article 7 of the Council Regulation, it shall be so filed within 14 days of the amendment, decision or other event giving rise to the requirement under that Article.

9 Publication of information by grouping.

9.

(1) A grouping registered in the State shall, within 21 days of its registration, cause to be published in the Iris Oifigiúil

(

a

) the particulars referred to in Article 5 of the Council Regulation, and

(

b

) notice of the number, date and place of its registration.

(2) A grouping registered in the State shall, within 21 days of delivery to the registrar of the documents referred to in Article 7 (

b

) to (

j

) and 14.1 of the Council Regulation, cause to be published in the Iris Oifigiúil notice of such delivery.

(3) A grouping registered in the State shall, within 21 days of the termination of its registration, cause to be published in the Iris Oifigiúil, notice of such termination.

10 Groupings registered outside the State.

10.

(1) Any document delivered to the registrar, pursuant to Article 10 of the Council Regulation, by a grouping registered outside the State shall be certified, in the country in which the grouping is registered, as follows

(

a

) certified as a true copy by an official of the registry to whose custody the original is committed, or

(

b

) certified as a true copy in accordance with the provisions of the Companies (Forms) Order, 1964.

(2) Any such document shall, if it is not expressed in the Irish or English language, be accompanied by a certified translation thereof.

(3) In this Regulation "certified translation" means a translation certified to be a correct translation by

(

a

) if made outside the State, an Irish diplomatic or consular officer, or any person whom any such officer certifies to be known to him as competent to translate it into the Irish or English language;

(

b

) if made within the State, a notary public, solicitor or barrister.

11 Notification of information by registrar.

11.

The duty of forwarding the information mentioned in Article 39.2 of the Council Regulation to the Office for Official Publications of the European Communities shall lie with the registrar.

12 Transfer of official address outside the State.

12.

(1) Where a grouping registered in the State proposes to transfer its official address to a place outside the State, the registrar may, after consultation with any Minister of the Government, the Revenue Commissioners, the Attorney General or the Director of Public Prosecutions, refuse to terminate the registration of the grouping in the State if any such person indicates that it would be in the public interest to do so.

(2) (

a

) Where the registrar refuses to terminate the registration of a grouping under paragraph (1) of this Regulation, the grouping may apply to the court in a summary manner to have such refusal reviewed.

(

b

) Where an application to review a decision by the registrar is brought pursuant to subparagraph (

a

) of this paragraph, the court shall confirm the decision of the registrar unless it is satisfied that the procedures laid down by, or the requirements of, these Regulations or the Council Regulation have not been compiled with in any material respect.

(

c

) Where the court is satisfied that the procedures laid down by, or the requirements of, these Regulations or the Council Regulation have not been compiled with in any material respect, the court may set aside the decision of the registrar and in such case shall remit the matter to the registrar who shall thereupon reconsider the matter and make a further decision in accordance with such procedures and requirements.

PART II MEMBERSHIP OF GROUPINGS

13 Permissible number of members.

13.

(1) No grouping consisting of more than 20 members shall be registered in the State.

(2) In this Regulation, "member" includes a partner in a partnership, but does not include a partner in a partnership exempted under

section 13

of the

Companies (Amendment) Act, 1982

.

14 Disqualification from membership.

14.

(1) The following persons shall be disqualified from membership of a grouping, namelu

(

a

) an undischarged bankrupt,

(

b

) a person convicted on indictment of any offence involving fraud or dishonesty,

(

c

) a person convicted on indictment of any offence in relation to a company formed and registered under the Companies Acts,

(

d

) a person to whom

section 297

of the

Companies Act, 1963

, applies,

(

e

) a body corporate in respect of which winding-up or analogous proceedings have commenced.

(2) A person who becomes disqualified under this Regulation shall, within five days of becoming disqualified, resign from membership of a grouping and shall not act as a member of a grouping when disqualified from doing so.

15 Expulsion of member of grouping.

15.

The jurisdiction to hear and decide on applications under Article 27.2 of the Council Regulation shall lie with the court.

16 Reduction of number of members below two.

16.

If at any time the number of members of a grouping is reduced below two, and it carries on any trade, activity or business for more than one month while the number is so reduced, the following persons shall, if they know that the grouping is carrying on business with less than two members, be severally liable for the payment of the whole debts of the grouping contracted during that time, and may be severally sued thereof, namely

(

a

) if the remaining member is a natural person, that person,

(

b

) if the remaining member is a partnership, every member of that partnership,

(

c

) if the remaining member is a body corporate, every person who was a director or other officer of the body corporate during the period mentioned in this Regulation.

17 Cessation of membership of a grouping.

17.

(1) Membership of a grouping by a person shall cease in the event of his being adjudged bankrupt, or if he makes any arrangement or composition with his creditors generally.

(2) Membership of a grouping by a body (whether or not incorporated) shall cease on the commencement of the winding up of that body.

ADMINISTRATION, ACTIVITIES ETC..

18 Manager of a grouping.

18.

(1) The manager of a grouping may be a natural person or a body corporate.

(2) Where the manager is a body corporate

(

a

) the grouping shall designate one or more natural persons as the representative of the manager,

(

b

) such representative shall have the same liability as if he were himself the manager, and

(

c

) the grouping shall deliver to the registrar particulars in relation to such representative as if he were the manager.

19 Annual Return.

19.

(1) A grouping whose official address is in the State shall, not later than 1st July in every year, make a return to the registrar in the form set out in the Second Schedule to these Regulations.

(2) Paragraph (1) shall also apply to a grouping which has a grouping establishment in the State.

(3) Nothing in this Regulation shall require a grouping to make a return before 1st July in a particular year if the date of registration in the State of such grouping or grouping establishment, as the case may be, under these Regulations was less than fifteen months before that date.

20 Prohibition on invitation of investment from the public.

20.

(1) A grouping shall not invite investment from the public.

(2) Where a grouping is convicted of an offence under this Regulation and the grouping is in the course of being wound up on the date of the conviction or commences to be wound up within 12 months after that date, the court may, on the application of the liquidator or any creditor of the grouping, declare that any of the following persons shall be personally liable, without any limitation of liability, for all or any of the debts or other liabilities of the grouping incurred in the period during which such person was acting in the capacity mentioned, namely

(

a

) any member of the grouping who is a natural person,

(

b

) a director or member of the committee of management of any member of the grouping which is a body corporate,

(

c

) the manager of the grouping or, where the manager is a body corporate, the natural person who is the representative of the manager, within the meaning of Regulation 18 (2).

21 Winding-up for grouping.

21.

(1) For the purposes of Articles 35 and 36 of the Council Regulation, a grouping shall be deemed to be an unregistered company, within the meaning of Part X of the

Companies Act, 1963

.

(2) For the purposes of that Part, the manager of a grouping shall be treated as if he were a director of a company.

(3) The Minister shall be the competent authority for the purposes of Article 32.1 of the Council Regulation.

22 Provisions of Companies Acts applied to groupings.

22.

(1) The provisions of the Companies Act set out in the Table to this Regulation shall, with any necessary modifications, apply to groupings as they apply to companies formed and registered under those Acts.

(2) A person convicted of an offence under a provision of the Companies Acts, as applied by this Regulation, shall, in lieu of the penalties therefor set out in those Acts, be liable to the penalties set out in Regulation 28.

TABLE

Act

Provisions applied

Companies Act, 1963

Sections 99 to 112.

Section 165 to 173.

Section 184.

Section 205.

Sections 293, 295 and 297.

Section 311.

Sections 344 to 350.

Sections 368, 370, 379, 389, 390, and 394.

Companies (Amendment) Act, 1982

Section 12.

23 Activity contrary to public interest.

23.

(1) The Minister shall be the competent authority for the purposes of Article 38 of the Council Regulation.

(2) For the said purposes, the Minister may direct a grouping to cease or refrain from any activity which, in his opinion, is or is likely to be against the public interest, and the grouping shall comply with any such direction.

24 Furnishing false information.

24.

A person shall not, in purported compliance with any provision of the Council Regulation or these Regulations, make a statement or produce, lodge or deliver any return, report, account or other document, knowing it to be false, or recklessly make a statement or produce, lodge or deliver any such document false in a material particular.

25 Destruction, mutlitation or falsification of documents.

25.

(1) A person shall not destroy, mutilate or falsify, or be privy to the destruction, multilation or falsification of any book or document affecting or relating to the property or affairs of a grouping, or make or be privy to the making of a false entry therein.

(2) A person shall not fraudulently part with, alter or make an omission in, any such book or document.

(3) A person shall not be convicted of an offence under this Regulation if he proves that he had no intention to defeat the law.

26 Fees.

26.

In respect of the several matters mentioned in the first column of the Table to this Regulation, there shall be paid to the registrar the several fees specified in the second column of that Table.

TABLE

Column (1)

Column (2)

Matter in respect of which fee is payable.

Amount of fee

£

For registration of a grouping to be registered in the State.

150.00

For registration of a grouping establishment in the State, where a grouping is registered in another Member State of the European Communities.

150.00

For registration of change of a grouping name.

150.00

For registration of transfer of official address of a grouping.

150.00

For termination of registration of a grouping.

25.00

For registering any other document by these Regulations required to be delivered, forwarded or sent to the registrar or filed in the registry.

25.00

27 Forms.

27.

(1) The forms referred to in the Table to this Regulation and set out in the Second Schedule to these Regulations are, subject to paragraph (2), hereby prescribed as the forms to be used by groupings for the various purposes required under the Council Regulation and these Regulations.

(2) For the purpose of giving full and better effect to the Council Regulation and these Regulations, the registrar may require groupings generally to furnish him with such further information, and in such form, as he may from time to time determine, or may make such adjustments and alterations in the forms set out in the Second Schedule to these Regulations as he deems appropriate.

TABLE

Purpose

Form

Registration of grouping whose official address is in the State.

IG1

Registration of grouping establishment in Ireland for grouping whose official address is outside the State.

IG2

Notice of setting up of grouping establishment of grouping whose official address is in the State.

IG3

Notice of closure of grouping establishment of grouping.

IG4

Notice of manager's particulars and of termination of appointment.

IG5

Notice of documents and particulars required to be filed.

IG6

Notice of proposal to transfer official address of grouping.

IG7

28 Offences and penalties.

28.

(1) A person or grouping who contravenes Article 3 (2), 4 (1), 7, 10, 18, 19, 25, 29, 31 or 35 (4) of the Council Regulation or Regulations 4, 8, 9, 14, 18, 19, 20 (1), 24 or 25 of these Regulations, or a direction of the Minister under Regulation 23 of these Regulations shall be guilty of an offence and shall be liable on summary conviction to a fine not exceeding £1,000 or to imprisonment for a term not exceeding 12 months or to both.

(2) Where an offence which is committed by a grouping under the Council Regulation or these Regulations is proved to have been committed with the consent or connivance of or to be attributable to any neglect on the part of any member of that grouping or any person or body who was purporting to act in such capacity, that person or body shall also be guilty of an offence and shall be liable to be proceeded against accordingly as if he were guilty of the first-mentioned offence.

(3) Summary proceedings in relation to an offence under the Council Regulation or these Regulations may be brought and prosecuted by the Minister or the registrar.

(4) Notwithstanding section 10 (4) of the Petty Sessions (Ireland) Act, 1851, summary proceedings under the Council Regulation or these Regulations may be instituted within three years from the date of the offence.

SCHEDULES.

Regulation 2

FIRST SCHEDULE

COUNCIL REGULATION (EEC) No 2137/85

of 25 July 1985 on the European Economic Interest Grouping (EEIG)

THE COUNCIL OF THE EUROPEAN COMMUNITIES.

Having regard to the Treaty establishing the European Economic Community, and in particular Article 235 thereof.

Having regard to the proposal from the Commission

(1)

Having regard to the opinion of the European Parliament,

(2)

(1)

OJ No. C 14, 15, 2. 1974, p.30 and OJ No. c 103, 28, 4. 1978, p.4.

(2)

OJ No. C 163, 11, 7, 1977, p.17.

Having regard to the opinion of the Economic and Social Committee

(3)

,

(3)

OJ No. C 108, 15, 5, 1975, p.46.

Where a harmonious development of economic activities and a continuous and balanced expansion throughout the Community depends on the establishment and smooth functioning of a common market offering conditions analogous to those of a national market; whereas to bring about this single market and to increase its unity a legal framework which facilities the adaptation of their activities to the economic conditions of the Community should be created for natural persons, companies, firms and other legal bodies in particular; whereas to that end it is necessary that those natural persons, companies, firms and other legal bodies should be able to co-operate effectively across frontiers;

Whereas cooperation of this nature can encounter legal, fiscal or psychological difficulties; whereas the creation of an appropriate Community legal instrument in the form of a European Economic Interest Grouping would contribute to the achievement of the above mentioned objectives and therefore proves necessary;

Whereas the Treaty does not provide the necessary powers for the creation of such a legal instrument;

Whereas a grouping's ability to adapt to economic conditions must be guaranteed by the considerable freedom for its members in their contractual relations and the internal organisation of the grouping;

Whereas a grouping differs from a firm or company principally in its purpose, which is only to facilitate or develop the economic activities of its members to enable them to improve their own results; whereas, by reason of that ancillary nature, a grouping's activities must be related to the economic activities of its members but not replace them so that, to that extent, for example, a grouping may not itself, with regard to third parties, practise a profession, the concept of economic activities being interpreted in the widest sense;

Whereas access to grouping form must be made as widely available as possible to natural persons, companies, firms and other legal bodies, in keeping with the aims of this Regulation; whereas this Regulation shall not, however, prejudice the application at national level of legal rules and/or ethical codes concerning the conditions for the pursuit of business and professional activities;

Whereas this Regulation does not itself confer on any person the right to participate in a grouping, even where the conditions it lays down are fulfilled;

Whereas the power provided by this Regulation to prohibit or restrict participation in grouping on grounds of public interest is without prejudice to the laws of Member States which govern the pursuit of activities and which may provide further prohibitions or restrictions or otherwise control or supervise participation in a grouping by any natural person, company, firm or other legal body or any class of them;

Whereas, to enable a grouping to achieve its purpose, it should be endowed with legal capacity and provision should be made for it to be represented

vis-a-vis

third parties by an organ legally separate from its membership;

Whereas the protection of third parties requires widespread publicity; whereas the members of a grouping have unlimited joint and several liability for the grouping's debts and other liabilities, including those relating to tax or social security, without, however, that principle's affecting the freedom to exclude or restrict the liability of one or more of its members in respect of a particular debt or other liability by means of a specific contract between the grouping and a third party;

Whereas matters relating to the status or capacity of natural persons and to the capacity of legal persons are governed by national law

Whereas the grounds for winding up which are peculiar to the grouping should be specific while referring to national law for its liquidation and the conclusion thereof;

Whereas groupings are subject to national laws relating to insolvency and cessation of payments; whereas such laws may provide other grounds for the winding up of groupings;

Whereas this Regulation provides that the profits or losses resulting from the activities of a grouping shall be taxable only in the hands of its members; whereas it is understood that otherwise national tax laws apply, particularly as regards the apportionment of profits, tax procedures and any obligations imposed by national tax law;

Whereas in matters not covered by this Regulation the laws of the Member States and Community law are applicable, for example with regard to

social and labour laws,

competition law,

intellectual property law;

Whereas the activities of groupings are subject to the provisions of Member States' laws on the pursuit and supervision of activities; whereas in the event of abuse or circumvention of the laws of a Member State by a grouping or its members that Members State may impose appropriate sanctions;

Whereas the Member States are free to apply or to adopt any laws, regulations or administrative measures which do not conflict with the scope or objective of this Regulation;

Whereas this Regulation must enter into force immediately in its entirety; whereas the implementation of some provisions must nevertheless be deferred in order to allow the Member States first to set up the necessary machinery for the registration of groupings in their territories and the disclosure of certain matters relating to groupings; whereas, with effect from the date of implementation of this Regulation, groupings set up may operate without territorial restrictions.

HAS ADOPTED THIS REGULATION

Article 1

S.I. No. 191 of 1989.

EUROPEAN COMMUNITIES (EUROPEAN ECONOMIC INTEREST GROUPINGS) REGULATIONS, 1989.

ARRANGEMENT OF REGULATIONS

PRELIMINARY