European Communities (European Economic Interest Groupings) Regulations, 1989

• Jurisdiction: Ireland
• Citation: IR SI 191/1989
• Year: 1989

S.I. No. 191 of 1989.
EUROPEAN COMMUNITIES (EUROPEAN ECONOMIC INTEREST GROUPINGS) REGULATIONS, 1989.
ARRANGEMENT OF REGULATIONS
PRELIMINARY
1. Citation and commencement.
2. Interpretation.
PART I
FORMATION AND REGISTRATION OF GROUPINGS
3. Formation of a grouping.
4. Name of grouping.
5. Designation of registrar and registry.
6. Registration of a grouping.
7. Effect of registration.
8. Time for filing documents and other particulars.
9. Publication of information by grouping.
10. Groupings registered outside the State.
11. Notification of information by registrar.
12. Transfer of official address outside the State.
PART II
MEMBERSHIP OF GROUPINGS
13. Permissible number of members.
14. Disqualification from membership.
15. Expulsion of member of grouping.
16. Reduction of number of members below two.
17. Cessation of membership of a grouping.
ADMINISTRATION, ACTIVITIES ETC.
18. Manager of a grouping.
19. Annual return.
20. Prohibition on invitation of investment from the public.
21. Winding-up of grouping.
22. Provisions of Companies Acts applied to groupings.
23. Activity contrary to public interest.
24. Furnishing fasle information.
25. Destruction, mutilation or faslification of documents.
26. Fees.
27. Forms.
28. Offences and penalties.
FIRST SCHEDULE
Council Regulation (EEC) No. 2137/85 of 25 July 1985 on the European Economic Interest Grouping.
SECOND SCHEDULE.
Forms relating to EEIGs.
S.I. No. 191 of 1989.
EUROPEAN COMMUNITIES (EUROPEAN ECONOMIC INTEREST GROUPINGS) REGULATIONS, 1989.
I, DESMOND O'MALLEY, Minister for Industry and Commerce, in exercise of the powers conferred on me by section 3 of the European Communities Act, 1972 (No. 27 of 1972) and for the purpose of giving full effect to the provisions of Council Regulation (EEC) No. 2137/85 of the 25th day of July, 1985 *on the European Economic Interest Grouping (EEIG), hereby make the following Regulations:
*O.J. No. L 199, 31/7/1985, pp. 1-9.
PRELIMINARY
	1 Citation and commencement.	1. (1) These Regulations may be cited as the European Communities (European Economic Interest Groupings) Regulations, 1989.
(2) These Regulations shall come into operation on the 1st day of August, 1989.
	2 Interpretation.	2. (1) In these Regulations, unless the context otherwise requires:
"the Companies Acts" means the Companies Act, 1963 , and every enactment which is to be constructed as one with that Act;
"the Council Regulation" means Council Regulation (EEC) No. 2137/85 of 25th July, 1985 on the European Economic Interest Grouping, being the Regulation set out in the First Schedule to these Regulations;
"the court" means the High Court;
"director" includes any person occupying the position of director by whichever name called;
"grouping" means a European Economic Interest Grouping, whether formed and registered in the State or elsewhere;
"the Minister" means the Minister for Industry and Commence;
"officer" in relation to a body corporate includes a director or company secretary;
"registry" has the meaning assigned to it under Regulation 5 (1) of these Regulations;
"registrar" means the registrar of groupings, within the meaning of Regulation 5 (2) of these Regulations.
(2) A word or expression that is used in these Regulations and is also used in the Council Regulation shall, unless the contrary intention appears, have the same meaning in these Regulations as it has in the Council Regulation.
PART I FORMATION AND REGISTRATION OF GROUPINGS
	3 Formation of a grouping.	A grouping shall be formed upon the terms, in the manner and with the effects laid down in the Council Regulation and these Regulations.
	4 Name of grouping.	4. (1) The name of a grouping registered in the State shall include:
(a) the words "European Economic Interest Groupings" or the initials "EEIG", or
(b) the words "Grupail Eorpach um Leas Eacnamaioch" or the initials "GELE",
unless those words or initials already form part of the name.
(2) Every invoice, order for goods or business letter issued by or on behalf of a grouping shall include the name of the grouping referred to in paragraph (1) of this Regulation.
(3) No grouping shall be registered under these Regulations by a name which, in the opinion of the Minister, is undesirable but an appeal shall lie to the court against a refusal to register on such a ground.
(4) A grouping registered under these Regulations may, subject to the approval of the Minister signified in writing, change its name.
	5 Designation of registrar and registry.	5. (1) The Companies Registration Office, being the office maintained for the purpose of the registration of companies under the Companies Acts, is hereby designated as the registry for the purpose of Articles 6, 7, 10 and 39 of the Council Regulation.
(2) For the purposes specified in paragraph (1) of this Regulation, the person for the time being holding the office of registrar of companies under the Companies Acts shall also have the function of registrar of groupings under the Council Regulation and these Regulations and is referred to in these Regulations as "the registrar".
	6 Registration of a grouping.	6. (1) Where the official address of a grouping is in the State, the contract for the formation of the grouping shall be delivered to the registrar.
(2) The registrar shall retain and register in a register maintained by him for that purpose any contracts for the formation of groupings delivered to him.
	7 Effect of registration.	7. (1) On the registration of a contract forming a grouping the registrar shall certify under his hand that the grouping is incorporated as a European Economic Interest Grouping.
(2) A grouping, from the date of its registration under these Regulations, shall:
(a) be a body corporate,
(b) have perpetual succession and a common seal, and
(c) have legal personality.
	8 Time for filing documents and other particulars.	8. Where a document or particular is to be filed at the registry pursuant to Article 7 of the Council Regulation, it shall be so filed within 14 days of the amendment, decision or other event giving rise to the requirement under that Article.
	9 Publication of information by grouping.	9. (1) A grouping registered in the State shall, within 21 days of its registration, cause to be published in the Iris Oifigiúil:
(a) the particulars referred to in Article 5 of the Council Regulation, and
(b) notice of the number, date and place of its registration.
(2) A grouping registered in the State shall, within 21 days of delivery to the registrar of the documents referred to in Article 7 (b) to (j) and 14.1 of the Council Regulation, cause to be published in the Iris Oifigiúil notice of such delivery.
(3) A grouping registered in the State shall, within 21 days of the termination of its registration, cause to be published in the Iris Oifigiúil, notice of such termination.
	10 Groupings registered outside the State.	10. (1) Any document delivered to the registrar, pursuant to Article 10 of the Council Regulation, by a grouping registered outside the State shall be certified, in the country in which the grouping is registered, as follows:
(a) certified as a true copy by an official of the registry to whose custody the original is committed, or
(b) certified as a true copy in accordance with the provisions of the Companies (Forms) Order, 1964.
(2) Any such document shall, if it is not expressed in the Irish or English language, be accompanied by a certified translation thereof.
(3) In this Regulation "certified translation" means a translation certified to be a correct translation by:
(a) if made outside the State, an Irish diplomatic or consular officer, or any person whom any such officer certifies to be known to him as competent to translate it into the Irish or English language;
(b) if made within the State, a notary public, solicitor or barrister.
	11 Notification of information by registrar.	11. The duty of forwarding the information mentioned in Article 39.2 of the Council Regulation to the Office for Official Publications of the European Communities shall lie with the registrar.
	12 Transfer of official address outside the State.	12. (1) Where a grouping registered in the State proposes to transfer its official address to a place outside the State, the registrar may, after consultation with any Minister of the Government, the Revenue Commissioners, the Attorney General or the Director of Public Prosecutions, refuse to terminate the registration of the grouping in the State if any such person indicates that it would be in the public interest to do so.
(2) (a) Where the registrar refuses to terminate the registration of a grouping under paragraph (1) of this Regulation, the grouping may apply to the court in a summary manner to have such refusal reviewed.
(b) Where an application to review a decision by the registrar is brought pursuant to subparagraph (a) of this paragraph, the court shall confirm the decision of the registrar unless it is satisfied that the procedures laid down by, or the requirements of, these Regulations or the Council Regulation have not been compiled with in any material respect.
(c) Where the court is satisfied that the procedures laid down by, or the requirements of, these Regulations or the Council Regulation have not been compiled with in any material respect, the court may set aside the decision of the registrar and in such case shall remit the matter to the registrar who shall thereupon reconsider the matter and make a further decision in accordance with such procedures and requirements.
PART II MEMBERSHIP OF GROUPINGS
	13 Permissible number of members.	13. (1) No grouping consisting of more than 20 members shall be registered in the State.
(2) In this Regulation...