EEIG – S.E. – S.C.E. – EGTC…

Murcia, CCC, 29.5.2014
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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Murcia, CCC, 29.5.2014
OVERVIEW OVER LEGAL FORMS
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„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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Murcia, CCC, 29.5.2014
(DIS)ADVANTAGES
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„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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Murcia, CCC, 29.5.2014
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
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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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Murcia, CCC, 29.5.2014
LEGAL BASIS
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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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Murcia, CCC, 29.5.2014
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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Murcia, CCC, 29.5.2014
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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Murcia, CCC, 29.5.2014
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.
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Murcia, CCC, 29.5.2014
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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Murcia, CCC, 29.5.2014
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
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Murcia, CCC, 29.5.2014
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
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as members of an EEIG with seat in the
EU
as seat of an EEIG
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Murcia, CCC, 29.5.2014
„MEGA TRENDS“ FOR EEIG:
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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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Murcia, CCC, 29.5.2014
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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Murcia, CCC, 29.5.2014
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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