Law on the implementation of the EEC Regulation on the European Economic Interest Grouper (EEIG-Implementing Act)

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EWIVAG

Date of completion: 14.04.1988

Full quote:

" The EEIG Implementation Act of 14 April 1988 (BGBl. 514), as last amended by Article 16 of the Law of 23. October 2008 (BGBl. I p. 2026) "

Status:

Last amended by Art. 16 G v. 23.10.2008 I 2026

For more details, please refer to the menu under Notes

Footnote

(+ + + Text evidence from: 1.1.1989 + + +) 
(+ + + implementation of the 
 EWGV 2137/85 (CELEX Nr: 385R2137 + + +) 

  

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Article 1 Applicable Provisions

Unless Council Regulation (EEC) No 2137/85 of 25 July 1985 on the creation of a European Economic Interest Group (EEIG)-OJ L 327, 31.12.1985, p. EC No 1-(Regulation), the following provisions shall apply to a European Economic Interest Grouper (EEIG) having its registered office within the scope of this Law (association), and in accordance with the rules applicable to an open trading company. the association shall be deemed to be a trading company within the meaning of the Commercial Code. Unofficial table of contents

§ 2 Application to the Commercial Register

(1) The association shall be registered with the court in whose district it has its registered office in the founding treaty for registration in the commercial register. (2) The registration for the registration of the association has to be included in the commercial register:

1.

the company of the association with the words "European Economic Interest Grouper" or the abbreviation "EEIG", unless these words or the abbreviation are already included in the company;

2.

the seat of the association;

3.

the object of the enterprise;

4.

the name, date of birth, the firm, the legal form, the place of residence or registered office and, where appropriate, the number and place of registration of each member of the association;

5.

the managing directors with their name, date of birth and residence, as well as the power of representation to which they have authority;

6.

the duration of the association, provided that the duration is not undetermined.

(3) In addition to the registration in the Commercial Register, the following must be registered:

1.

changes in the information referred to in paragraph 2;

2.

the invalidity of the association;

3.

the establishment and the repeal of each branch of the association;

4.

the dissolution of the association;

5.

the unwinders with the particulars referred to in paragraph 2 (5), and changes in the persons of the winders and the particulars;

6.

the conclusion of the processing of the association;

7.

a clause exempting a new Member pursuant to Article 26 (2) of the Regulation from liability for liabilities incurred prior to its accession.

(4) The obligation to register further facts on the basis of § 1 shall remain unaffected. Unofficial table of contents

§ 3 Special features of the Commercial Register Registration

(1) Registrations for entry in the commercial register shall be made by the managing directors or by the unwinders. The registration for the registration of an association is to be effected by all managing directors, the registration for the registration of the closing of the settlement by all liquiders. (2) The departure of a member from the association and the dissolution the association by decision of its members may declare any party to the association. The clause in accordance with § 2 para. 3 no. 7 may also register the new member. (3) In the registration for registration, the managing directors must reassure that there are no circumstances which are contrary to their order pursuant to Article 19 (1) of the regulation. and that they have been brought to justice over their unrestricted duty of information to the court. The instruction in accordance with § 53 (2) of the Federal Central Register Act can be made in writing; it can also be provided by a notary or a notary appointed abroad, by a representative of a comparable legal adviser or by a (4) Paragraph 3 shall also apply to newly appointed Managing Directors. Unofficial table of contents

§ 4 Notices

(1) The court has a settlement plan under Article 14 (1) of the Regulation, as well as the assignment of all or part of the participation in the association by a member under Article 22 (1) of the Regulation in accordance with § 10 of the Commercial Code (2) The Court of First Instance shall have the information to be published in the Official Journal of the European Communities, in accordance with Article 11 of the Regulation, within one month of the date on which the documents are to be published. Announcement according to § 10 of the Commercial Code, the Office for Official Publications of the European Communities. Unofficial table of contents

§ 5 Due diligence and responsibility of the managing directors

(1) The managing directors shall apply the diligence of a prudent and conscientious business manager to their management. The confidential information and secrets of the association, including the secrets of the operating and business secrets that have been disclosed to them by their activities, must be kept silent. (2) Managing Directors who breach their obligations shall be: the association is obliged to replace the resulting damage as a total debtor. If it is disputed whether they have exercised the diligence of a prudent and conscientious business manager, it shall meet the burden of proof. (3) The claims arising from paragraph 2 shall be subject to a period of five years. Unofficial table of contents

§ 6 List of annual accounts

The managing directors are obliged to ensure the proper accounting of the association and to draw up the annual accounts. Unofficial table of contents

§ 7 Dismissal of the Managing Directors

If the conditions for the dismissal of the managing directors are not determined in accordance with Article 19 (3) of the Regulation, the appointment of the managing directors shall be revoked at all times, without prejudice to the compensation claims arising from existing contracts. Unofficial table of contents

Section 8 The withdrawal of a Member

In addition to the reasons laid down in the first sentence of Article 28 (1) of the Regulation, a Member shall leave the association if the insolvency proceedings are opened over his assets. Unofficial table of contents

§ 9

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§ 10 liquidate of the association

(1) In the cases of dissolution of the association except in the case of insolvency proceedings concerning the assets of the association, the management shall be carried out by the managing directors if they are not established by the founding treaty or by decision of the members of the association. Article 19 (1), second sentence, of the Regulation is to apply accordingly to the registration for registration in the commercial register § 3 para. 3. Unofficial table of contents

Section 11 Opening of the insolvency proceedings

The application for the opening of the insolvency proceedings can also be submitted by the managing directors. In the case of the second sentence of section 15a (1) of the Insolvency Code, the managing directors and the unwinders are obliged to submit this application. Unofficial table of contents

§ 12 Periodic Penalty Payments

Directors or winders who do not comply with the provisions of Article 25 of the Regulation shall be held by the Register Court by the fixing of penalty payments; § 14 of the Commercial Code shall remain unaffected. The individual penalty payment may not exceed the amount of five thousand euros. Unofficial table of contents

§ 13 Wrong information

A term of imprisonment of up to three years or a fine shall be punished for who as managing director in the insurance to be issued in accordance with § 3 (3) sentence 1, also in connection with paragraph 5, or as an unwinder in the in accordance with § 3 (3) sentence 1 in connection with § 10 para. 2, second half-sentence, insurance to give false information. Unofficial table of contents

§ 14 Violation of the obligation of confidentiality

(1) With a custodial sentence of up to one year or a fine, he shall be punished for who is a secret to the association, in particular an operating or business secret, which has become known to him in his capacity as managing director or unwinder, unauthorised disclosure. (2) If the offender acts against payment or in the intent to enrich himself or another, or to harm another person, the penalty shall be punishable by imprisonment of up to two years or a fine. Likewise, it shall be punished for the unauthorised use of a secret of the nature referred to in paragraph 1, in particular an operational or commercial secret which has become known to him under the conditions laid down in paragraph 1. (3) The act shall be punished only at the request of the Association follows. Special representatives are entitled to apply for the application of the application. Unofficial table of contents

§ 15 (omitted)

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§ 16

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§ 17 Berlin-clause

This law shall also apply in the Land of Berlin in accordance with the provisions of Section 13 (1) of the Third Transfer Act. Unofficial table of contents

Section 18 Entry into force

This Act shall enter into force on 1 January 1989.