The status of a European Economic Interest Group (EEIG) (groupement européen d'intérêt économique - GEIE) is almost identical to that of an Economic Interest Group (EIG) (groupement d'intérêt économique - GIE). We find the same principle of contractual freedom and the attribution of a legal personality for an EEIG. We also find the same aim, which is to promote the business of members, in this case established on different territories of the European Union.
An EEIG is an instrument for cross-border cooperation between members established within the European Union. Finally, we find the same rule of joint and several liability of members for the debts of the company.
Who is concerned
An EEIG is intended for natural or legal persons that wish to:
- extend their business activities across borders;
- create a joint-venture in other European countries.
An EEIG must:
- bring together at least 2 businesses operating in at least two different European countries;
- limit its activities to the extension of the economic activities of its members.
How to proceed
The characteristics of an EEIG are exactly the same as those of a EIG, except for the international nature of an EEIG.
There are certain specific features due to the transnational nature of the group:
- the laws of the state of the registered office of the EEIG govern the group contract and determine the capacity of the natural and legal persons;
- European Community law governs the conditions for dissolution of the EEIG, with the national law of the registered office of the EEIG governing the mechanisms of its liquidation and closure;
- the headquarters of the group is either at the place where it has its main establishment, or at the place where one of its members has its main establishment (legal person) or exercises its main activity (natural person). It must be located within the European Union;
- the registered office may be transferred freely within the European Union, without giving rise to a new legal person;
- any member of the group may transfer his participation in the EEIG, with the unanimous agreement of the other members, either to another member or to a third party;
- an EEIG is fiscally transparent: each member is liable for the corporate income tax for the share of profits he earns;
- as for international taxation, if the member companies of an EEIG are foreign, the income paid to them by the EEIG will only be subject to Luxembourg tax on non-residents if the EEIG is deemed to be a 'permanent establishment'. The rules that apply to an EEIG depend on the concept of 'permanent establishment'.
In the case of an EEIG considered to be a permanent establishment in Luxembourg, its members, whether Luxembourgers or foreign nationals, are taxed in Luxembourg on the income paid by the group. Failing this, the members are taxed according to the taxation rules of their country of residence. The same rule applies to losses.
Who to contact