COMPANIES ACT (EUROPEAN ECONOMIC INTEREST GROUPING) REGULATIONS

SUBSIDIARY LEGISLATION 386.08

COMPANIES ACT (EUROPEAN ECONOMIC

INTEREST GROUPING) REGULATIONS

1st May, 2004

LEGAL NOTICE 271 of 2003, as amended by Legal Notice 425 of 2007.

The title of these regulations is the Companies Act

(European Economic Interest Grouping) Regulations.

Substituted by

L.N. 425 of 2007.

(Regulation 24)

PENALTIES

Regulation

Default

Penalty

Daily Penalty

5(3)

Failure to indicate particulars

c o n c e r n i n g g r o u p i n g o n b u s i n es s

letters, etc.

€465.87

None

8(2)

Officer of grouping failing to comply

with provisions as to registration or

returns of EEIG

€465.87

€23.29

20(2)

Failure of officer of EEIG to notify

the Registrar of changes in managers

of grouping

€465.87

€23.29

23(4)

Officer of grouping failing to notify

EEIG situated in Malta but having its

official address outside Malta

€465.87

€23.29

In these regulations, unless the context otherwise requires -

"the Act" means the Companies Act;

"body corporate" means any entity having a legal personality

distinct from that of its members;

"contract" means thh contract for the formation of an EEIG;

"Court" means the Civil Court, First Hall;

"EC Regulation" means the Council Regulation of the European

Community on the European Economic Interest Grouping

published by EC Regulation 2137/85;

" E E I G " or " g r ou p in g " m e a n s a gr o u pi n g r e f e r r e d to a s a

European Economic Interest Grouping formed pursuant to the

provisions of these regulations;

" M e m b e r St a t e " m e a n s a m e m b e r s t a t e o f t h e E u r o p e a n

Community;

"officer", in relation to an EEIG, includes a manager, or any other

person designated as an officer in the contract of the EEIG.

(1) An EEIG may be formed by groups or associations

consisting of not less than two and not more than twenty persons

for the purpose of facilitating or developing the economic activities

of its members, or to improve or increase the profits or benefits of

such activities.

(2) The activities of the EEIG shall be related solely to the

economic activities of its members and to ancillary activities

thereto.

(3)

A grouping shall not -

(a) exercise, whether directly or indirectly, a power of

management or supervision over its members’ own

activities or over the activities of another undertaking;

(b) directly or indirectly, in any manner whatsoever, hold

shares in a member undertaking

Provided that the holding of shares shall be

possible when necessary for the achievement of the

objects of the grouping and if done on its members’

behalf;

(c) employ more than five hundred persons;

(d) be a member of another EEIG.

(4) An EEIG has a legal personality distinct from that of its

members and shall on its registration be the subject of rights and

obligations, be capable of making contracts or other legal acts and

of suing and being sued.

(1)

Only the following may be members of a grouping

(a) companies and other bodies corporate which have been

constituted or incorporated in accordance with the law

of a Member State and which have their registered or

statutory office and central administration in a

Member State;

(b) natural persons who carry on any industrial,

commercial, craft or agricultural activity or who

provide professional or other services in the European

Union.

(2)

A grouping shall consist of at least

(a) two companies or other bodies corporate within the

meaning of subregulation (1)(a) which have their

central administrations in different Member States; or

(b) two natural persons within the meaning of

subregulation (1)(b) who carry on their principal

activities in different Member States; or

(c) a company or other body corporate and a natural

person, both within the meaning of subregulation (1),

of which the first has its central administration in one

Member State and the second carries on his principal

activity in another Member State.

(1) In all its business letters and order forms an EEIG shall

mention in legible characters its name, the country in which the

grouping is registered, together with its registration number, its

official address, whether the managers of the grouping are required

to act jointly, and, where applicable, the fact that the grouping is in

liquidation.

(2) In all its business letters and order forms, an EEIG

registered in accordance with the provisions of regulation 23 shall,

in addition to the requirements of subregulation (1), also state in

legible characters particulars relating to its own registration.

(3) If default is made in complying with the provisions of

subregulations (1) and (2), every officer of the grouping who is in

default shall be liable to the penalty established in the Schedule.

A grouping which has, as its official address, an address in

Malta shall not be validly constituted under these regulations

unless a contract has been entered into by the parties intending to

form a grouping and such contract is delivered to the Registrar for

registration.

(1) A contract for the formation of an EEIG shall include

the following

(a) the name of the grouping preceded or followed by the

words "European Economic Interest Grouping" or by

the letters "EEIG", except where those words already

form part of the name;

(b) the official address of the grouping;

(c) the objects for which the grouping is formed;

(d) the name, legal form, permanent address or registered

office, and the registration number and place of

registration, if any, of each member of the grouping;

(e) the period, if any, fixed for the duration of the

grouping.

(2) The contract for the formation of an EEIG shall be

delivered for registration to the Registrar who, being satisfied that

it complies with the requirements of these regulations in respect of

registration and of matters precedent and incidental to it, shall

register it.

(1) In addition to the contract for the formation of a

grouping, the following documents and particulars must also be

delivered to the Registrar for registration within fourteen days from

the happening thereof

(a) any amendment to the contract, including any change

in the composition of a grouping;

(b) notice of the setting up or closure of any establishment

of the grouping;

(c) notice of a member’s assignment of his participation in

a grouping or a proportion thereof, in accordance with

regulation 13;

(d) any decision relating to the dissolution and winding up

of a grouping;

(e) notice of the appointment of a liquidator of a grouping

which shall include his name, residential address,

nationality and official means of identification;

(f)

notice of termination of the appointment of a

liquidator;

(g) notice of the termination of the winding up of the

grouping;

(h) any proposal to transfer the official address, in

accordance with regulation 10;

(i)

any clause exempting a new member from liability for

the obligations of the grouping originating prior to his

admission as member, in accordance with regulation

(1) Malli ssir ir-re[istrazzjoni ta’ EEIG u l-]las tad-dritt

preskritt, ir-Re[istratur g]andu ji``ertifika bil-firma tieg]u li l-

EEIG tkun [iet re[istrata u g]andha ting]ata d-data tar-

re[istrazzjoni.

(2) Certifikat ta’ re[istrazzjoni mog]ti dwar EEIG ta]t dan ir-

r e g o l a m e n t i k u n p r o v a k o n k l u \ i v a l i l - ] t i g i e t t a ’ d a w n i r-

regolamenti dwar re[istrazzjoni u l-]wejje[ pre`edenti u

in`identali relattivi jkunu t]arsu, u li l-EEIG tkun organizzazzjoni

awtorizzata li tkun re[istrata, u li tkun re[istrata b’mod xieraq ta]t

dawn ir-regolamenti.

(3) Il-persuni kollha li jkunu qed imexxu attivitajiet jew

jag]mlu xi fte]im f ’isem jew g]an-nom tal-grupp li dwaru ma

jkunx in]are[ `ertifikat ta’ re[istrazzjoni g]andhom, sakemm il-

grupp wara r-re[istrazzjoni tieg]u ma jassumix l-obbligi li jin]olqu

minn dawk l-attivitajiet, ikunu responsabbli personalment u in

solidum g]al dak kollu li jkunu g]amlu ma’ terzi fil-kariga

msemmija.

(1) Meta t-trasferiment ta’ l-indirizz uffi`jali ta’ EEIG

re[istrata f’Malta jirri\ulta f’bidla tal-li[i applikabbli kif provdut

fl-artikolu 2 tar-Regolament tal-KE, g]andha ssir proposta g]al

trasferiment li ti[i ppre\entata lir-Re[istratur g]ar-re[istrazzjoni u

ti[i ppubblikata kif imiss.

(2) Id-de`i\joni g]at-trasferiment g]andha tittie]ed wara li

jg]addu xa]rejn mill-pubblikazzjoni tal-proposta. Dik id-de`i\joni

t kun ti n]t ieg i l-kun sen s unan im u t al-m em bri t al-g rup p. It-

trasferiment isir effettiv fid-data li fiha jkun re[istrat l-indirizz

uffi`jali l-[did tal-grupp.

(3) Malli tkun ippre\entata lir-Re[istratur prova li l-grupp

ikun [ie re[istrat fl-indirizz uffi`jali l-[did tieg]u, tibda sse]] it-

terminazzjoni tar-re[istrazzjoni tal-grupp mar-Re[istratur.

EEIG ikollha l-obbligi tag]ha jkunu garantiti bir-

responsabbiltà mhux limitata u in solidum tal-membri tag]ha

I\da ma tittie]ed ebda azzjoni kontra l-membri kemm-il

darba ma tkunx l-ewwel [iet diskussa l-proprjetà tal-grupp.

(1) Kull membru ta’ EEIG ikollu d-dritt g]al-vot wie]ed

kemm-il darba l-kuntratt g]all-formazzjoni tal-grupp ma jipprovdix

li `erti membri jkollhom iktar minn vot wie]ed

I\da ebda membru ma g]andu jkollu ma[[oranza tal-voti.

(2)

Tkun me]tie[a de`i\joni unanima tal-grupp sabiex

(a) jinbidlu l-g]anijiet tal-grupp;

(b) jinbidel l-g]add ta’ voti mog]ti lil kull membru;

(`) jinbidel il-mod kif jittie]du d-de`i\jonijiet;

(d) jitwal i\-\mien li g]alih ikun stabbilit il-grupp fil-

kuntratt;

(e) tinbidel il-kontribuzzjoni ta’ kull membru g]all-

finanzjament tal-grupp;

(f)

jinbidel xi obbligu ie]or ta’ membru, kemm-il darba

ma jkunx provdut xort’o]ra bil-kuntratt;

(g) isir xi tibdil g]all-kuntratt tal-grupp li ma jkunx kopert

b’dan is-subregolament, kemm-il darba dak il-kuntratt

ma jipprovdix xort’o]ra.

Bla ]sara g]al li jing]ata l-kunsens unanimu tal-membri l-

o]ra, kull membru ta’ grupp jista’ jassenja l-parte`ipazzjoni tieg]u,

jew proporzjon minnha, jew lil membru ie]or jew lil terza persuna.

Kemm -il darba ma jkunx provdut xort’o]ra fil-kuntratt,

membru tal-grupp jista’ ju\a l-parte`ipazzjoni tieg]u b]ala

garanzija biss wara li jkun inkiseb il-kunsens unanimu tal-membri

l-o]ra

I\da d-detentur tal-garanzija ma g]andu f’ebda \mien isir

membru tal-grupp bis-sa]]a ta’ dik il-garanzija.

(2) If default is made in complying with the provisions of

regulation 7 and subregulation (1) of this regulation, every officer

of the grouping who is in default shall be liable to a penalty and,

for every day during which the default continues, to a further

penalty as established in the Schedule.

9. (1) On the registration of an EEIG and the payment of the

prescribed fees, the Registrar shall certify under his hand that the

EEIG has been registered indicating the date of registration.

(2) A certificate of registration given in respect of an EEIG

under this regulation is conclusive evidence that the requirements

of these regulations in respect of registration and of matters

precedent and incidental to it have been complied with, and that the

EEIG is an organisation authorised to be registered, and is duly

registered, under these regulations.

(3) All persons carrying on activities or entering into

agreements in the name for or on behalf of the grouping in respect

of which a certificate of registration has not been issued shall,

unless the grouping does not, after its registration, assume the

obligations arising out of such activities, be personally and jointly

and severally liable for their dealings with third parties entered into

by them in the aforementioned capacity.

10. (1) When the transfer of the official address of an EEIG

registered in Malta results in a change in the law applicable under

article 2 of the EC Regulation, a transfer proposal must be drawn

up, delivered to the Registrar for registration and published

accordingly.

(2) The decision to transfer must be taken after the lapse of two

months of the publication of the proposal. Such decision requires

the unanimous consent of the members of the grouping. The

transfer shall become effective on the date on which the new

official address of the grouping is registered.

(3) Upon presentation to the Registrar of proof that the

grouping has been registered at the registry for its new official

address, the termination of the grouping’s registration with the

Registrar shall take effect.

11. An EEIG has its obligations guaranteed by the unlimited

and joint and several liability of its members

Provided that no action shall lie against the members unless

the property of the grouping has first been discussed.

12. (1) Each member of an EEIG shall be entitled to one vote

unless the contract for the formation of the grouping provides that

certain members are entitled to more than one vote

Provided that no one member shall hold a majority of votes.

(2) A unanimous decision by the members of a grouping shall

be required to

(a) alter the objects of a grouping;

(b) alter the number of votes allotted to each member;

(c) alter the manner in which decisions are taken;

(d) extend the duration of a grouping beyond the period

fixed in the contract;

(e) alter the contribution by any member to the financing

of the grouping;

(f)

alter any other obligation of a member, unless

otherwise provided by the contract;

(g) make any alteration to the contract of the grouping not

covered by this subregulation, unless otherwise

provided by that contract.

13. Subject to the unanimous consent of the other members

being obtained, any member of a grouping may assign his

participation, or a proportion thereof, either to another member or

to a third party.

14. Unless otherwise provided for in the contract, a member of

the grouping may use his participation as security only after the

unanimous consent of the other members has been obtained

Provided that the holder of the security shall not at any time

become member of the grouping by virtue of that security.

15. (1) A decision to admit new members to a grouping

requires the unanimous consent of the members of the grouping.

(2) Where a person becomes a member of an already existing

grouping, he shall thereby become liable for all the obligations of

the grouping even if incurred before the date at which he becomes a

member.

(3) Notwithstanding the provisions of subregulation (2), a new

member may be exempted from liability, by the contract or in the

instrument of admission, for the obligations of the grouping which

originated before his admission.

(1) A member of a grouping may withdraw in accordance

with the conditions laid down in the contract or, in the absence of

such conditions, with the unanimous consent of the other members.

(2) Any member of a grouping may, in addition to the above,

withdraw on just and proper grounds.

(1) Any member may be expelled from the grouping -

(a) if he commits a serious breach of duty as a member;

(b) if he causes or threatens to cause serious disruption in

the operation of the grouping;

(c) in such other cases for which provision is made in the

contract for the formation of the grouping.

(2) Unless otherwise provided by the contract, such expulsion

may occur only by a decision of the court to which joint application

has been made by a majority of the other members.

In addition to the provisions of regulations 16 and 17, a

person shall also cease to be a member of a grouping upon the

occurrence of any of the following events

(a) failure to comply with the provisions of regulation

4(1);

(b) in the case of a natural person, his bankruptcy, death or

legal incapacity;

(c) in the case of a company or other body corporate, the

dissolution thereof.

(1) An EEIG shall be managed by one or more persons

and, where the person managing the EEIG is a body corporate, such

body corporate must designate one or more natural persons to

represent it.

(2) Any natural person designated under subregulation (1) to

represent the body corporate acting as manager of an EEIG shall be

subject to the same liabilities as if he himself were a manager.

(3) The contract or, where not specifically provided for, a

unanimous decision of the members of the grouping shall

determine the conditions for the appointment and removal of the

manager together with his powers.

(4) In so far as the contract does not provide that the grouping

shall be validly bound only by two or more managers acting jointly,

the representation of a grouping shall vest in each of the managers

severally.

(5) Any act done by a manager of the grouping shall bind the

grouping as regards third parties, notwithstanding that such act

falls outside the objects of the grouping.

(6) Notwithstanding the provisions of subregulation (5), the

grouping shall not be bound by an act which falls outside its objects

if it proves that the third party knew that it was outside the

grouping’s objects or the third party could not in view of the

circumstances have been unaware thereof

Provided that the publication of the contract shall not in

itself be sufficient to prove that the third party knew or could not

have been unaware that the act was outside the grouping’s objects.

(7) Any limitation on the powers of any manager of the

grouping shall not be relied on as against third parties

independently of whether that limitation, published or not, arises

from the contract or from a decision by the members of the

grouping.

(1) There shall be delivered to the Registrar for

registration a return of any change among the managers of a

grouping, specifying the date of the change, together with the name

and residence and, in the case of a body corporate, its principal or

registered office, within fourteen days from the happening thereof.

In the case of the appointment of a manager, the return shall also

indicate whether the person is authorised to act alone or jointly

with any other manager.

(2) If default is made in complying with the provisions of

subregulation (1), every officer of the grouping who is in default

shall be liable to a penalty and, for every day during which the

default continues, to a further penalty as established in the

Schedule.

Each member of the grouping shall be entitled to obtain

information from the manager concerning the business of the

grouping and to inspect the books and business records of the

grouping.

(1) The profits resulting from a grouping’s activities shall

be deemed to be the profits of the members and shall be

apportioned among them in the proportions laid down in the

contract or, in the absence of any such provision, in equal shares.

(2) The members of a grouping shall contribute to the payment

of the amount by which expenditure exceeds income in the

proportions laid down in the contract or, in the absence of such

provision, in equal shares.

(1) Any EEIG establishment situated in Malta but having

its official address in another Member State shall deliver, within

one month of the establishment becoming so situated in Malta, to

the Registrar for registration, a certified copy of the contract

together with a certified translation into English of the contract and

other documents and particulars to be filed in accordance with

these regulations if the contract and other documents and

particulars, or any part thereof, are not in English.

(2) The Registrar shall not register an EEIG establishment

under this regulation unless he is satisfied that all the requirements

of these regulations in respect of registration and of matters

precedent and incidental to it have been complied with.

(3) Subject to subregulation (2), the Registrar shall retain the

copy of the contract and any certified translation, delivered to him

in accordance with subregulation (1) and register the EEIG

establishment.

(4) If default is made in complying with the provisions of

subregulation (1), every officer of the grouping who is in default

shall be liable to a penalty and, for every day during which the

default continues, to a further penalty as established in the

Schedule.

(1) Where any provision of these regulations provides for

the imposition of a penalty as established in the Schedule, the

amount of such penalty shall be determined by reference to such

Schedule, which specifies the maximum penalty that may be

imposed by the Registrar for non-compliance with the relevant

provision.

(2) The first column of the said Schedule indicates the

provision of these regulations which imposes a penalty, the second

column gives a general description of the infringement, which

description shall not be relied on in interpreting any provision of

these regulations, the third column establishes the maximum

penalty and the fourth column establishes the maximum daily

default penalty, if any. The penalty shall become due on the day on

which the default occurs and the daily default penalty shall be due

for every day during which the default continues and shall accrue

from the day following that on which the default occurs.

(3) Action by the Registrar for the recovery of a penalty under

these regulations shall be prescribed by the lapse of five years from

the day on which the default occurs.

(4) The provisions of article 401 of the Act shall, mutatis

mutandis, apply to administrative penalties under these regulations.

Save in so far as inconsistent with the provisions of these

regulations or of the EC Regulation, Title II of Part V of the Act

shall apply to EEIGs, and their establishments, registered under

these regulations as if they were companies registered under the

Act and as if any reference to a director 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

Any person shall be entitled to -

(a) inspect any documents or particulars kept by the

Registrar under these regulations or a copy thereof;

and

(b) request the Registrar to supply copies, including

certified copies, of any such document or particulars

or any part thereof against payment of the fee

prescribed under the Act.

(1) The Registrar shall cause to be published in the

Gazette -

(a) the particulars which must be included in the contract

for the formation of a grouping, in accordance with the

provisions of regulation 7, and any amendments

thereto;

(b) the number, date and place of registration as well as

notice of the termination of the grouping;

(c) in the case of those documents and particulars referred

to in regulation 8(1)(b) to (i) a notice, stating the name

of the EEIG, the description of the documents or

particulars and the date of receipt.

(2) The Registrar shall also forward to the Office for Official

Publications of the European Community notice of the formation or

dissolution of a grouping, together with its number, date and place

of registration, within one month of the publication of the relevant

documents and particulars in the Gazette.

(1) The purpose of these regulations is to apply the

relevant provisions of EC Regulation 2137/5, and these regulations

shall be interpreted accordingly.

(2) In the event that any of the provisions of these regulations

confict with the provisions of the EC Regulation, the latter shall

prevail.

COMPANIES ACT (EUROPEAN ECONOMIC INTEREST GROUPING)