European economic interest group
A European Economic Interest Grouping ( EEIG ) is a company based on the law of the European Union. B. is viewed as a partnership in Germany and Austria . Its purpose is to facilitate and promote cross-border cooperation between Member States. It was introduced on July 25, 1985 as the first European company form by the then still existing EEC and is considered a trading company in Germany within the meaning of the Commercial Code .
According to EU law in conjunction with the national law of a member state, an EEIG can be created by companies (GmbH, AG, KG, oHG, etc.) and other public units (municipalities, chambers, universities, church institutions, public broadcasting or TV Institutions, etc.) or private law (associations, foundations, etc.). It can also be established by natural persons who carry out a trade, business, craft, agricultural or professional activity in the community or who provide other services. An EEIG must consist of at least two members from different Member States. The purpose of the association should be to facilitate or develop the economic activity of its members by pooling resources, activities or experiences. This will produce better results than if the members proceeded individually. An EEIG cannot employ more than 500 people because of the prohibition of co-determination bypassing (law on employee participation in thirds in the supervisory board, Third Party Act).
Establishment and legal capacity
The EEIG is - at least in Germany - only available in the form of a start-up. The founding treaty of an EEIG must include the name, the headquarters , the corporate purpose and, where appropriate, the name, number and place of registration, contain of every member of the grouping and the duration of the grouping, except where this is indefinite. In the literature it is discussed whether the founding contract needs to be in writing or only in text form. In order to prevent possible problems, founders can be recommended to choose the written form. This contract must be entered in the register provided by the individual member states. Registration gives the EEIG full legal capacity throughout the Community . However, the individual member state determines whether and to what extent the EEIGs established in its legal system have legal personality. The German EEIG Implementation Act for the European EEIG Regulation refers to regulations on the general partnership. A German EEIG thus acquires legal capacity according to § 124 HGB in the sense of a joint partnership , it is not a legal person like AG and GmbH and is listed in the (German) Commercial Register A at the partnerships (and is also not required to be published). In practice, this question does not play a role, because by virtue of EU law every EEIG can conclude contracts, sue or be sued and has a manager (similar to a GmbH). Whenever an EEIG is founded or dissolved, the details must be published in the Official Journal of the European Communities (EC Official Journal S, often confused there by the many national commercial register authorities with the “Europa-AG” Societas europaea [SE], or not forwarded for publication at all ; for a complete overview one will have to wait for the EU Commission project of a horizontally linkable business register in the member states).
Use as an auxiliary company
With the creation of the legal basis for the EEIG, the EU had to promote cross-border cooperation between companies. When setting up an EEIG, there must therefore be a cross-border reference, i.e. H. a relationship between members and at least two different member states. It aims to facilitate and / or develop the economic activity of its members in order to enable them to improve their own results. The EEIG is therefore not itself oriented towards making a profit, but is intended to support the members in increasing their own results. However, it is only allowed to carry out "ancillary activities" for the members and is particularly suitable as an auxiliary company to achieve common goals. It also serves to realize and strengthen the desired European internal market through a harmonious development of economic life. However, the EEIG may not be used for group management. It is generally not allowed to hold any shares in member companies. The number of employees in an EEIG is also limited to 500.
If an entrepreneur decides to use the legal form, the advantages depend heavily on the practical approach. It is advantageous to use the legal form EWIV as an auxiliary company. In this case, entrepreneurs remain unchanged and become members of an EEIG. Depending on the respective EEIG, you can benefit from various auxiliary activities.
The registered office of an EEIG must be in the European Economic Area (EEA); it can be relocated within the community under certain conditions (including unanimous decision-making; no further obligations towards tax authorities and social security). A majority resolution is sufficient for the relocation within the country of domicile. In a non-EU country, an EEIG can set up a branch office if this is possible according to the registration rules applicable there.
Rights of members; associated members
Each member of an EEIG usually has one vote. However, the founding agreement can grant certain members more than one vote on the condition that no single member has a majority of the votes (but not more than 50%, not even 0%). In practice, this is often done to protect minorities, e.g. B. the founding members, who could otherwise be outvoted and thus damage the idea of the EEIG. The voting procedure is determined by the general assembly, but at least by the EC regulation.
Many EEIGs have the problem that they want to include existing cooperations with members from third countries, but these are not EU member states (third countries are e.g. Switzerland , Turkey , Russia and the USA ). As a rule, there is the option of accepting these members as "associated members". The European Commission also assumes this possibility, which arises from the members' private autonomy ( freedom of contract ). Associated members cannot normally vote, but can - as 99% of votes in an EEIG are always consensual - vote "indicatively", ie their vote is recorded separately from the other members. There are also differences in liability: They are not part of the jointly and severally unlimited liability like the members coming from the EU, but only internally - i.e. in the settlement procedure - you can contractually determine their proportionate joint liability. In the area of the EEIG for research, for example, there are very often associated members.
Management and representation
The business of the EEIG is conducted by one or more natural persons who are appointed by the formation contract or by resolution of the members. The EEIG must be composed of at least two organs: jointly acting members and the manager (s) . Each of the managing directors represents and obliges the EEIG to third parties, even if his actions are not part of the business of the association. The principle of external organization applies. This means that a third party (external) can be commissioned to manage the company.
In many EU member states - but not e.g. B. in Germany - an external corporation (which does not even have to have its seat in the EU), i.e. a legal person, can take over the management, of course only represented by a natural person. In addition, every citizen of a third country or someone who has his (permanent) residence there can take over the management of an EEIG.
An EEIG may not address the capital market publicly. An EEIG does not necessarily have to be endowed with capital. Its members are free to use other funding methods. For example, membership fees to finance the EEIG are common.
The managing directors are obliged to ensure the proper bookkeeping of the association and to prepare the annual financial statements .
Distribution of profits
The purpose of the EEIG is not to generate profit for itself. Their activity must be related to the economic activity of its members and may only constitute ancillary activity. The profits of an EEIG are to be divided between the members according to the ratio provided for in the founding contract or, if this does not specify anything about this, in equal parts and taxed directly by each member. However, reserves can also be formed (possibly tax-free), e.g. B. for anticipated expenses for administration or current or future projects.
Any profits or losses of an EEIG are, as with any other partnership, determined separately and assigned directly to its members. The EEIG is an entrepreneur in ( sales tax ) and an employer in ( wage tax ). The members of an EEIG are jointly and severally liable for trade tax ( Section 5 Clause 4 GewStG). Normally, however, there is no profit because the EEIG is normally an association of purposes and has no intention of making a profit. The possible formation of reserves is to be assessed according to the principles of proper bookkeeping (GoB) (according to HGB) or national tax laws ( EStG , KStG ), as well as the accounting or the assessment of the admissibility of operating expenses. In this regard, an EEIG behaves like any other company.
In return for the contractual freedom, which is the basis of the EEIG, and for the fact that the members do not have to provide any compulsory capital, the members of the association are fully and severally liable for its liabilities, Art. 24 Regulation (EEC) No. 2137/85. This in a so-called "subsidiary liability", i. H. The EEIG as such (which can also, for example, accumulate share capital or with its own assets) is only liable, then the members. Liability can, however, also be limited contractually (some research EEIGs from the field of universities in particular make use of this); however, the entry of an “EEIG with limited liability” (which originally existed a few times in Germany) is not permitted under EU law.
The legal basis of the EEIG can be found in
- of Regulation (EEC) No. 2137/85 (EEIG) - OJ. EG No. L 199, p. 1
- the EEIG Implementation Act.
- BMF letter dated November 15, 1988- IV C5- S1316 67/88
The basis for a European economic and interest group for Germany is the German EEIG Implementation Act of April 22, 1982. Here, Section 1 explicitly states that the implementation provisions only apply if the EEC Regulation does not apply. The EEIG Implementation Act and the BMF letter must therefore be taken into account.
Incidentally, for in Germany if necessary. General partnership regulations apply accordingly. The recourse to oHG law (German HGB , BGB ) can be minimized by drafting the statutes accordingly . Due to the hierarchy of norms, the EEIG regulation represents higher-ranking law than the German implementing provisions.
Name and short form
In contrast to the Societas Europaea (SE) and the Societas Cooperativa Europaea (SCE), the legal form of the EEIG does not have a language-independent name and short form. It emerged as the first transnational legal form in the EU in 1985 after 15 years of discussion.
The names and short forms for the EEIG in the official languages of the European Union are:
- Bulgarian Европейско обединение по икономически интереси (ЕОИИ)
- Danish Europæisk økonomisk firmagruppe (EØFG)
- German European Economic Interest Grouping (EWIV)
- English European Economic Interest Grouping (EEIG)
- Estonian Euroopa majandushuvigrupp (EMHG)
- Finnish Eurooppalainen taloudellinen etuyhtymä (ETEY)
- French Groupement européen d'intérêt économique (GEIE)
- Greek Ευρωπαϊκός Όμιλος Οικονομικού Σκοπού (ΕΟΟΣ)
- Irish Grupail Eorpach um Leas Eacnamaioch (GELE)
- Italian Gruppo europeo di interest economico (GEIE)
- Latvian Eiropas Ekonomisko interešu grupa (EEIG)
- Lithuanian Europos ekonominių interesų grupė (EEIG)
- Maltese group Evropew ta 'Interest Ekonomiku (GEIE)
- Dutch Europees economisch samenwerkingsverband (EESV)
- polish Europejskie zgrupowanie interesów gospodarczych (EZIG)
- Portuguese Agrupamento europeu deinterest económico (AEIE)
- Romanian Grup European de Interes Economic (GEIE)
- Swedish Europeisk ekonomisk intressegruppering (EEIG)
- Slovak Európske zoskupenie hospodárskych záujmov (EZHZ)
- Slovenian Evropsko gospodarsko interesno združenje (EGIZ)
- Spanish Agrupación europea de interés económico (AEIE)
- Czech Evropské hospodářské zájmové sdružení (EHZS)
- Hungarian Európai Gazdasági Egyesülés (EGE)
By August 28, 2010, a total of around 2,100 EEIGs had been established, of which around 300 were dissolved again. In Germany there were 319 EEIGs (59 of which were dissolved again), in Austria 33 (1 dissolved) and in Liechtenstein (as an EEA member) 1 (1 dissolved). Overall, it is estimated (extrapolation from the European EEIG Information Center, December 2010) that there is an "unreported figure" of approx. 15% of entries in the EU: due to delays between the signature of the statutes and entry in the commercial register, due to non-disclosure of the data from the commercial register to the EU Official Journal S, or some EEIGs that work properly but are not registered. An unofficial list of the existing or dissolved EEIGs in all EEA member states, which is updated several times a year, is posted by the European EEIG information center on the Internet.
- the TV channel ARTE GEIE, based in Strasbourg
- the EPOA - European Public Organizations Association EWIV based in Moormerland
- Cethos Group EWIV based in Berlin , www.cethos.eu
- European SME Association EMI EWIV based in Schwerin
- Organization of European Cancer Institutes (OECI) EEIG based in Brussels
- Groupement Européen des Sociétés d'Auteurs et Compositeurs (GESAC) GEIE based in Brussels
- German-Polish Regional Development (DePoRE) EWIV based in Neulewin
- Islek without borders EWIV based in Weiswampach (L)
- Hockey Europe based in Cologne
- European branch competence center for the health economy EEIG based in Berlin
- European economic interest group of the senators based in Friedeburg and Luxembourg, www.eu-senator.eu
- Institute for European Economic Development based in Zeven, Northern Germany
- SD ADMIN EWIV for regional and municipal economic development
- Hans-Jürgen Zahorka : Establishment and operation of an EEIG . ( online [PDF; accessed August 30, 2010]).
- Meike C. Ernst: The European Economic Interest Association. Tax law and corporate law . Vdm Verlag Dr. Müller, 2007, ISBN 3-8364-0574-1 .
- Hans-Jürgen Zahorka: European Economic Interest Grouping (EEIG). A legal form for cooperation in corporate practice. A short practical introduction (= Libertas Paper . Volume 59 ). Sindelfingen 2004, ISBN 978-3-921929-07-0 .
- Lutter, Marcus / Bayer, Walter / Schmidt, Jessica: European corporate and capital market law. Basics, status and development along with texts and materials. Section 44 European Economic Interest Grouping (EWIV), De Gruyter, Berlin 2017, ISBN 978-3-11-045625-7 .
- Jung, Stefanie / Krebs, Peter / Stiegler, Sascha: Company law in Europe. Manual. § 7 European Economic Interest Grouping (EWIV), Nomos, Baden-Baden 2019, ISBN 978-3-8329-7539-5 .
- European EEIG information center http://www.ewiv.eu:/ Information and practical advice on the legal form in German, English, French and Italian.
- EEIG / EEIG / GEIE eJOURNAL, electronic journal of the European EEIG Information Center (irregular; free), download from www.libertas-institut.eu (EEIG Information Center)
- ↑ Jung: § 7 EWIV . In: Jung / Krebs / Stiegler (ed.): Company law in Europe . Marg. 32.
- ↑ Jung: § 7 EWIV . In: Jung / Krebs / Stiegler (ed.): Company law in Europe . Marg. 42.
- ↑ See permanent surveys of the European EEIG Information Center, which maintains a permanent list of individual statistics on EEIGs in the member countries at www.ewiv.eu.
- ^ Hans-Jürgen Zahorka: The participation of third country companies in an EEIG. In: European Journal of Business Law. 1994, 201.
- ↑ Regulation (EEC) No. 2137/85
- ↑ EEIG Implementation Act
- ^ Letter from the Federal Ministry of Finance of November 15, 1988 - IV C 5 - S1316 - 67/88 on the taxation of the EEIG in Germany. November 15, 1988. Retrieved July 26, 2016 .
- ↑ Regulation (EEC) No. 2173/85 , accessed on July 26, 2016
- ↑ EWIV statistics (PDF; 263 kB) on libertas-institut.com, as of December 11, 2014
- ↑ List of existing or dissolved EEIGs ( page no longer available , search in web archives ) Info: The link was automatically marked as defective. Please check the link according to the instructions and then remove this notice. (PDF; 3 MB) from April 16, 2017