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How to register an EEIG


1. Can I register an EEIG in any EU Member State?

An EEIG must be registered in the Member States of the EU where its 'official address' is situated. The official address must be either:

where the EEIG has its central administration, or
where one of its members has its central administration or - in the case of an individual who is a member - his or her principal activity, provided that the grouping carries on an activity there.


2. Where do I register an EEIG in the UK?

If the grouping's official address is to be in England or Wales it must register with:

The Registrar of Companies for England and Wales
Companies House
Crown Way
Cardiff
CF14 3UZ

If the grouping's official address is to be in Scotland it must register with:

The Registrar of Companies for Scotland
Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF

If the grouping's official address is to be in Northern Ireland it must register with:

The Registrar of Companies for Northern Ireland
1st Floor, Waterfront Plaza,
8 Laganbank Road
Belfast
BT1 3BS

3. Is there an obligation to register in other Member States if the EEIG also has activities there?

If a UK-registered EEIG opens an establishment in another Member State that establishment must be registered in that State.

The same applies in reverse: if a grouping opens an establishment in the UK but has its official address in another Member State it must register in that part of the UK where the establishment is situated.

4. Can the official address be transferred from one Member State to another?

Yes. The official address may be transferred within the Union. If the transfer is to another Member State a transfer proposal must be drawn up and filed with Companies House. No decision to transfer may be taken until 2 months after the proposal has been published.

5. What information must be published?

The formation and termination of an EEIG must be published in the London, Edinburgh or Belfast Gazette (as appropriate) and then, within one month, in the Official Journal of the European Union. In addition, various changes and other events must also be published in the Gazette. The full list of these is set out in Articles 8 and 14 of the Regulations - see chapter 3.

In the UK, the responsibility for publication of these particulars has been placed on the Registrar of Companies.

If an EEIG is transferring its official address to another Member State, the registry there will require evidence that the proposal to transfer has been published. It is the EEIG's responsibility to obtain a copy of the relevant Gazette, which can be obtained from:

The London Gazette The Edinburgh Gazette The Belfast Gazette
PO Box 7923
London SE1 5ZH TSO Scotland,
26 Rutland Square,
Edinburgh EH1 2BW 16 Arthur Street
Belfast BT1 4GD
Alternatively for London, Edinburgh or Belfast editions call the TSO (The Stationery Office) order line on 0870 600 5522 or visit the web site at www.gazettes-online.co.uk

6. What name can I give the grouping?

EEIGs must include either 'European Economic Interest Grouping' or 'EEIG' in their name. The name cannot include any of the following: 'limited', 'unlimited' or 'public limited company', their abbreviations or their Welsh equivalents. Similarly, the name cannot include ‘SE’ (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation). For more information, see our guidance on The European Company: Societas Europaea (SE).

With this exception, substantially the same rules and restrictions on names apply for EEIGs registered in the UK as for companies formed and registered under the Companies Act 2006. For further information see our guidance on 'Incorporation and Names'.

7. What is required for registration?

There are 3 different registration possibilities:

1. A new EEIG which is to have its official address in the UK must submit to the appropriate registrar:

form EE FM01;
the contract of formation; and
if the contract is not in English, a certified translation.
2. An existing EEIG that is transferring its official address from another Member State to the UK must submit to the appropriate registrar:

form EE FM01, contract and certified translation (if appropriate);
evidence of the publication of the transfer proposal; and
a statement that no competent authority has opposed the transfer under Article 14(4) of the Regulations.
3. An existing EEIG which is setting up an establishment in the UK but which will continue to have its official address outside the UK must submit the following documents to the appropriate registrar:

form EE FM02;
certified copies of all documents which were submitted to the registering authority where the EEIG has its official address; and
if the documents are not in English, certified translations.


8. What does the formation contract have to say?

The contract of formation must, as a minimum, contain the following information about the EEIG:

its full name - see question 6;
its official address;
the objects for which the grouping was formed;
the names, business names and legal form of each member;
the permanent address or registered office of each member;
the number and place of registration (if any) of each member;
the duration of the EEIG, except where this is indefinite.


9. Do any other documents have to be registered?

After the EEIG is registered, certain other additional documents and details must also be filed. These are:

notice of the appointment and removal of managers. To appoint a manager where the official address is in the UK, use either form EE AP01 or EE AP02. To remove a manager where the official address is in the UK use form EE TM01. Where the official address is outside of the UK, use form MP01.
form EE MP01 must also be used to file the following documents and particulars:
any amendment to the formation contract;
notice of a member's assignment of all or part of its participation in the EEIG;
any judicial or members' decision ordering or establishing the winding up of the EEIG;
any judicial decision nullifying the EEIG;
notice of the appointment or termination of appointment of a liquidator or liquidators of the EEIG;
notice of the conclusion of liquidation of the EEIG;
a proposal to transfer the official address to another Member State; and
notice of any provision exempting a new member from the payment of debts and other liabilities which originated prior to his admission.
form EE MP02 must be used to file notice of the setting up or closure of any establishment of the EEIG, except where registration on form EE FM02 is required.


10. What are the filing fees?

for registration of Form EE FM01 or Form EE FM02, the fee is £20;
for registration of the change of name for an EEIG, the fee is £10; and
for registration of a charge by an EEIG, the fee is £13.
All other documents are free (including Form EE MP01 when it does not include a change of name).

Please note that this guide is intended as an introductory guide only. Anybody planning to establish an EEIG should seek specialist advice.