Council Regulation (Eec) No. 2137/85 On The European Economic Interest Grouping Implementation Act

Link to law: https://www.riigiteataja.ee/en/eli/ee/Riigikogu/act/512012015001/consolide
Published: 2015-01-01

Council Regulation (EEC) No. 2137/85 on the European Economic Interest Grouping Implementation Act

Passed 31.05.2000
RT 2000, 53, 342
Entry into force 01.05.2004
Amended by the following legal instruments (show)

Passed
Published
Entry into force

14.04.2004
RT I 2004, 30, 208
01.05.2004

11.06.2014
RT I, 21.06.2014, 8
01.01.2015

§ 1.  Provisions applicable to European Economic Interest Groupings

(1) This Act regulates the legal status of European Economic Interest Groupings located in Estonia (hereinafter groupings) insofar as this is not regulated by the Council Regulation (EEC) No. 2137/85 of 25 July 1985 on the European Economic Interest Grouping (hereinafter Regulation).
(2) This Act and other national legislation apply to groupings if national legislation is applicable pursuant to the Regulation or if the Regulation permits the regulation of certain areas on the basis of national legislation.
(3) A grouping shall be deemed to be a company within the meaning of the Commercial Code (RT I 1995, 26–28, 355; 1998, 91/93, 1500). The provisions of law concerning general partnerships apply to groupings unless otherwise prescribed by the Regulation or this Act.

§ 2.  Purpose of grouping

(1) The purpose of a European Economic Interest Grouping is to facilitate and develop the economic activities of its member undertakings.
(2) According to the Regulation, the purpose of the activities of a grouping shall not be to make profits for itself.

§ 3.  Business name

The business name of a grouping shall contain the attribute “ Euroopa majandushuviühing ” [European Economic Interest Grouping] or the abbreviation “ EMHÜ ” [EEIG]. An attribute or abbreviation shall only be used at the beginning or end of a business name.

§ 4.  Entry in register

(1) A grouping shall be registered with the registration department of the Tartu County Court.
[RT I, 21.06.2014, 8 - entry into force 01.01.2015]
(2) A petition for registration shall contain the following information on the grouping:
1) business name;
2) seat;
3) area of activity;
4) the name or business name, legal form, residence or seat, and registry code, if any, of each member of the grouping;
5) the names, residences and personal identification codes of the members of the management board and data relating to their right of representation;
6) the term of activity of a grouping founded for a specified term.
(3) The registrar shall also be notified of:
1) changes in information specified in subsection (2);
2) the nullity of the grouping;
3) the winding up of the grouping;
4) information on liquidators pursuant to clause (2) 5);
5) the dissolution of the grouping;
6) any provision exempting a new member from liability for the obligations of the grouping which originated prior to the admission of the member, in accordance with Article 26 (2) of the Regulation.
(4) Pursuant to § 1 of this Act, the provisions of subsections (1)–(3) of this section shall not release a grouping from the obligation to submit other information to the registrar.

§ 5.  Specifications concerning submission of documents to commercial register

(1) Petitions to the commercial register shall be submitted by the management board or the liquidators. A petition for the initial registration of a grouping shall be submitted to the commercial register by all members of the management board and a petition for the deletion of the grouping from the register shall be submitted by all liquidators.
(2) Notice of exclusion of a member from the grouping or of a decision of the members to wind up the grouping may be given by each person concerned. Notice of a provision specified in clause 4 (3) 6) of this Act may be given also by a new member.
(3) Upon entry of a member of the management board in the register, he or she shall certify that no circumstances exist which would prevent his or her appointment as a member of the management board pursuant to Article 19 (1) of the Regulation and that the obligation of a member of the management board to provide unlimited information to a court has been explained to him or her.
(4) Members of the management board shall submit their specimen signatures to the commercial register.
(5) The provisions of subsections (3) and (4) of this section also apply to new members of the management board.

§ 6.  Publication of entries

(1) The management board shall publish the transfer notices specified in Article 14 (1) of the Regulation and notices concerning the assignment by a member of the grouping of the participation in the grouping, or a proportion thereof pursuant to Article 22 (1) of the Regulation, in the official publication Ametlikud Teadaanded2.
(2) The registrar shall communicate information subject to publication in the Official Journal of the European Communities pursuant to Article 11 of the Regulation to the Office for Official Publications of the European Communities within one month after the date of publication of the information in Estonia pursuant to the procedure prescribed by law.
(14.04.2004 entered into force 01.05.2004 - RT I 2004, 30, 208)

§ 7.  Liability of members of management board

(1) Members of the management board shall perform their duties accurately and conscientiously. Members of the management board shall not disclose business secrets or other confidential information relating to the grouping which have become known to them in the performance of their duties.
(2) Members of the management board who violate their obligations shall jointly compensate for the damage caused to the grouping by such violation. In the case of doubt, a member of the management board shall prove that he or she has performed his or her duties accurately and conscientiously.
(3) The limitation period for claims arising from subsection (2) of this section expires five years after the creation of the claims.

§ 8.  Submission of annual reports

The management board shall organise the accounting of a grouping and submit the financial statements of the grouping.

§ 9.  Removal of member of management board

Unless the conditions for removal of members of a management board are determined pursuant to Article 19 (3) of the Regulation, a member of the management board may be removed at any time. In the case of the removal of a member of the management board, he or she shall retain the claims for compensation arising from contractual relations.

§ 10.  Exclusion of members

In addition to the grounds prescribed in Article 28 (1) 1) of the Regulation, a member is deemed to be excluded from the grouping also if the member is declared bankrupt or liquidation proceedings are brought against the member.

§ 11.  Liquidation of grouping

(1) If a grouping is wound up and its memorandum of association or a decision of the members does not prescribe otherwise, the liquidation of the grouping shall be organised by the management board of the grouping.
(2) Upon appointment of liquidators, the second sentence of Article 19 (1) of the Regulation applies and upon submission of a petition for the registration of an entry to the registrar subsections 4 (3) and (4) of this Act apply.

§ 12.  Submission of bankruptcy petition

A petition for the declaration of bankruptcy of a grouping may be submitted also by the management board.

§ 13.  Liability for failure to submit requisite information on business documents

For failure to perform an obligation specified in Article 25 of the Regulation, a fine may be imposed on a member of the management board or a liquidator of a grouping to the extent and pursuant to the procedure provided for in § 71 of the Commercial Code.

§ 14.  Entry into force of Act

This Act shall be brought into force by a separate Act upon the accession of Estonia to the European Union.
(14.04.2004 entered into force 01.05.2004 - RT I 2004, 30, 208)

1RT = Riigi Teataja = State Gazette, ² Ametlikud Teadaanded = Official Notices
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