EEIG – S.E. – S.C.E. – EGTC…

Legal Forms for European

ooperation:

A „dedicated legal structure“

for more competitiveness Hans-Jürgen Zahorka

www.libertas-institut.eu

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Murcia, CCC, 29.5.2014

COOPERATION - …

… is a MUST for all associations/companies

(in particular for smaller ones), to obtain

something from e.g. big public funds (who

dislike handling too many recipients), to

make the maximum out of the market

… is facilitated by the European Union

through different legal forms of cooperation (

= different kinds of „joint ventures“)

„Joint venture“ is not a legal form

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OVERVIEW OVER LEGAL FORMS

„handshake“ cooperation – no form at all (risk!)

Contract cooperation, consortium (without legal form, but voluminous contract – or a lot of risks!)

National legal form de facto discrimination

S.E. – European Company (Latin = „societas europaea“, since 2004)

European Cooperative (S.C.E.)

European Grouping for Transnational Cooperation (EGTC), from August 2008 (only for public bodies!)

European Foundation – new proposal since February 2012

EU Ltd. (S.P.E.) – proposal was stopped end 2013

EEIG = European Economic Interest Grouping (the oldest transnational structure, since 1989)

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(DIS)ADVANTAGES

„handshake“ cooperation – can function, can malfunction. Possible between „old friends“, but with very high risk!

Contract cooperation – with the risk, that in the (voluminous) contract just THE ISSUE has been forgotten

Setting up the national limited company abroad in the EU (Centros decision of European Court of Justice) – is no real cooperation!

S.E. – high asset capital (120.000 EUR), and a lot of bureaucracy, like in any national S.A., plus some problems of other countries

European cooperative – very limited, and a lot of bureaucracy, + cooperative auditing

European Grouping for Transnational Cooperation (EGTC), from August 2008 (only for public bodies, not for private companies; and with ministerial collaboration in many decisions)

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EWIV = EEIG = GEIE ...

Agrupacion europea de interes económico (AEIE) = ES

Europäische wirtschaftliche Interessenvereinigung (EWIV) = DE

European Economic Interest Grouping (EEIG) = EN

Groupement européen d’intérêt économique (GEIE) = FR

24 different company names and abbreviations!

Exactly the same rules in all EU states

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Originally from the French groupement d‘intérêt

économique (G.i.e.)

Examples for G.i.e.: Airbus, Credit Card Organisation

Carte Bleue, Arianéspace etc.; around 13.000 G.i.e. in

France

First transnational company within the EU, since

1.7.1989

Exists also in Africa (G.i.e. in the framework

of OHADA in francophone countries)

ONE legal basis in EU: EC Regulation

2137/85 (Regulation may overwrite national

constitutions!)

Plus national implementation laws (on liquidation,

registration etc.)

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LEGAL BASIS

Two members from two different EU Member States, at least

Members can be of different structure, i.e. liberal professions, companies, public law entities, associations etc.

Can be founded with or without asset capital

Can at any time change its seat across EU internal borders

Object must be cooperation

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LEGAL ISSUES:

Joint and several liability – but this can be

limited by the form of the members (limited

liability companies)

Advantage: credit worthiness, trust

EEIG must not be discriminated in public

tenders or public financed programmes

throughout the EU (EC Communivation *96)

No discrimination as one text for all

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Has de facto legal personality

Only mandatory institutions: Members Assembly, Managing Director

Other institutions are possible, e.g. Steering Committee, Scientific Committee, Supervisory Board etc.

Until today around 2.500 EEIGs in EU, binding approx. 16.000 Members (of all kind)

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TAXATION

EEIG does not pay company profit taxes

EEIG has to finish its yearly accounts zero/zero

EEIG pays normally profits to its members who have to tax it at home

BUT: EEIG can create reserves. 10

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EEIG are not very much regulated

Members can cooperate as they want

No company publicity in most of the Member States

Simple accountancy

Business costs can be deducted like in all other companies

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PARTICIPATION FROM THIRD

COUNTRIES AND ASSOCIATION

PARTNERS IS POSSIBLE VIA:

Managing Director (3rd countries)

Associated membership – the usual way

- no voting right, but informal vote

- no external, but internal liability possible

- consensus management 12

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Members from EFTA countries

EEIG members (not only associated ones) are possible from European Economic Area (EEA) Member States from the EFTA zone:

- Norway

- Iceland

- Liechtenstein

as members of an EEIG with seat in the EU

as seat of an EEIG

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„MEGA TRENDS“ FOR EEIG:

More EEIG between small companies

More research EEIGs (6/7/8th EU Framework Programme)

More Transborder Cooperation EEIGs (e.g. Interreg Programmes)

More IT EEIG (e.g. to set up for virtual companies, software localization etc.)

More EEIGs between big project partners (for planning, implementation, exploitation, e.g. big railway or road infrastructures), often in PPP (public-private partnership)

More marketing or purchasing EEIGs

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SOME EXAMPLES

ARTE TV (French-German TV Channel),

movie and cartoon EEIGs,

European Federation of Harley-Davidson Clubs,

Transborder cooperation EEIGs: bus lines, railway tunnel EEIGs, train line EEIGs,

Tourism EEIGs: Allgäu/Tirol Vitales Land EWIV (interregional tourism marketing between public and private partners), Soft Tourism EEIG, Agrotourism EEIG, real estate developpers

Consultants, engineering, architects, lawyers

Research EEIGs: Anticancer drug research, clinical tests of vaccines against poverty-related diseases, Anti-Parkinson research centre, Ataxia Group EEIG, Kaunas: Nano Technology EEIG

European weather services satellite exploitation,

Regional airports EEIG, etc. ...

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FURTHER INFORMATION:

You can download (free) all legal texts in all languages on EEIG under www.ewiv.eu (multilingual homepage on EEIG)

Here you can also order a free electronic newsletter: the multilingual „EWIV/EEIG/GEIE eJOURNAL“

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