An economic interest group (groupement d'intérêt économique - GIE) is a group with a legal personality that allows its members to pool certain aspects of their activities. This intermediate structure, between a company and a partnership, the objective of which can only be to extend the activity of its members, can be used for carrying out commercial, industrial, agricultural or craft activities or for liberal professions.
A GIE has the advantage of being subject to very flexible legal rules, in particular concerning its capital (possibility of formation without capital), its objective (which can be civil or commercial) and its organisation.
Its aim is not to generate profits, but it may do this simply along the way, with the profit resulting from joint activities being returned directly to the members. In practice a GIE is frequently used for long-term cooperation between professionals.
Who is concerned
An economic interest group can be used by any business that wishes to work with other companies, whilst retaining its individuality, to extend its commercial activities in order to:
- facilitate or develop its economic activity;
- improve or boost the results of its activity;
- create pooled services (accounting, transport, warehousing, etc.);
- undertake joint commercial actions (prospecting, promotion, group purchasing, etc.).
The only requirement is that each member of the GIE has an economic activity that can be extended by means of a GIE. The objective of the GIE can be civil or commercial, regardless of the capacity of its members.
In addition, a GIE must not substitute for its members to carry out their economic activities, it must act as an extension to them: apart from one or more joint actions in the context of the GIE, each member must retain total independence in conducting its business. The activity of the GIE must relate to the economic activity of its members and must only be auxiliary to it.
How to proceed
Creation of the group
- notarised or private deed;
- lodging with the Trade and Companies Register (Registre de commerce et des sociétés - RCS) for the purpose of publication in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA);
- creation of a new legal personality.
- limited or unlimited term.
- natural or legal persons;
- each member must have an economic activity that is extended through the GIE.
- minimum 2 – no maximum.
- no capital obligation;
- If no capital: the overhead costs are often covered by subscriptions;
- if the memorandum of association stipulates a capital amount, it may be variable;
- contributions can be in cash, in kind or in industry.
- the members are jointly and severally responsible with unlimited liability for the debts of the GIE.
Functioning of a GIE
one or more directors, natural or legal persons, for a limited or unlimited term.
Decision-making body (members' meeting)
- decisions must be unanimous, unless otherwise stipulated in the articles of association;
- each member has 1 vote, unless otherwise stipulated in the articles of association;
- no member may have a majority of the votes;
- the member's meeting must be called upon request of a business manager or member of the group;
- decisions on the admission or exclusion of members are made during the meeting.
Accounting and financial information
- regular double-entry bookkeeping in accordance with the standard chart of accounts;
- drawing up annual financial statements (no management report required) which must be lodged with the Trade and Companies Register (RCS) but are not published nor can they be consulted.
Controlled supervision of the company
- no obligation of control or audit by an approved professional.
- fiscal transparency, therefore subject to the regime applicable to partnerships;
- no corporate income tax for GIEs;
- liable for communal business tax (impôt commercial communal - ICC).
- no net wealth tax;
- each member is personally taxable;
- VAT (VAT registration depending on the activity of the group).
Who to contact
'Contact Entreprise' at the Chamber of Skilled Trades and Crafts - Luxembourg2, Circuit de la foire internationale
B.P. 1604 / L-1016