FID Trust International

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

  1. where the EEIG has its central administration, or
  2. 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.

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,

37 Castle Terrace,

Edinburgh EH1 2EB.

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 DX 481NR.

EEIGs in Northern Ireland are subject to separate but similar implementing legislation to those registered in Great Britain.

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.

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.

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. 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:

  1. The London Gazette - HMSO Publications, 51 Nine Elms Lane, London SW8 5DR.
  2. The Edinburgh Gazette - The Stationery Office, 73 Lothian Road,  Edinburgh EH3 9AW.
  3. The Belfast Gazette - The Stationery Office, 16 Arthur Street, Belfast BT1 4GD.

The name of 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 booklet 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 1985 there are 3 different registration possibilities:

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

  1. Form EEIG1;
  2. the contract of formation; and
  3. if the contract is not in English, a certified translation.

(B) An existing EEIG that is transferring its official address from another Member State to the UK must submit to the appropriate registrar:

  1. Form EEIG1, contract and certified translation (if appropriate);
  2. evidence of the publication of the transfer proposal; and
  3. a statement that no competent authority has opposed the transfer under Article 14(4) of the Regulations.

(C) 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:

  1. Form EEIG2;
  2. certified copies of all documents which were submitted to the registering authority where the EEIG has its official address; and
  3. if the documents are not in English, certified translations.

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

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

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

  1. Notice of the appointment and removal of managers. In Great Britain use Form EEIG3 where the official address is in Great Britain, and Form EEIG4 where it is elsewhere. In Northern Ireland use Form EEIG3 where the official address is in Northern Ireland, and Form EEIG4 where it is elsewhere.
  2. Form EEIG4 must also be used to file the following documents and particulars:
    1. any amendment to the formation contract;
    2. notice of a member’s assignment of all or part of its participation in the EEIG;
    3. any judicial or members’ decision ordering or establishing the winding up of the EEIG;
    4. any judicial decision nullifying the EEIG;
    5. notice of the appointment or termination of appointment of a liquidator or liquidators of the EEIG;
    6. notice of the conclusion of liquidation of the EEIG;
    7. a proposal to transfer the official address to another Member State; and
    8. notice of any provision exempting a new member from the payment of debts and other liabilities which originated prior to his admission.
  3. Form EEIG5 must be used to file notice of the setting up or closure of any establishment of the EEIG, except where registration on form EEIG2 is required.

With regards to maintaining a SE Company, it`s simple - the same rules apply to that of a PLC Company.

We can assist you in the maintenance of your business.

Please contact us by telephone 0207 439 3400 (0044 207 439 3400 – International) or E-mail if you wish to incorporate European Economic Interest Groupings.