Economic interest group

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SITUATION: CORONAVIRUS / COVID-19 In view of the current exceptional situation related to Covid-19, the government has taken measures to maintain good governance of companies and other legal entities.

An economic interest group - EIG - (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.

An EIG 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 an EIG 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.).

Prerequisites

The only requirement is that each member of the EIG has an economic activity that can be extended by means of an EIG. The objective of the EIG can be civil or commercial, regardless of the capacity of its members.

In addition, an EIG 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 EIG, each member must retain total independence in conducting its business. The activity of the EIG must relate to the economic activity of its members and must only be auxiliary to it.

How to proceed

Creation of the group

Constitutional documents

  • 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.

Duration

  • limited or unlimited term.

Partners/Members

Conditions

  • natural or legal persons;
  • each member must have an economic activity that is extended through the EIG.

Numbers

  • minimum 2 – no maximum.

Capital contributions

  • 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.

Liability

  • the members are jointly and severally responsible with unlimited liability for the debts of the EIG.

Functioning of an EIG

Management body

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 aspects

Accounting and financial information

Controlled supervision of the company

  • no obligation of control or audit by an approved professional.

Tax aspects

  • fiscal transparency, therefore subject to the regime applicable to partnerships;
  • no corporate income tax for EIGs;
  • 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

House of Entrepreneurship

'Contact Entreprise' at the Chamber of Skilled Trades and Crafts - Luxembourg

  • Chamber of Skilled Trades and Crafts 'Contact Entreprise' at the Chamber of Skilled Trades and Crafts - Luxembourg
    2, Circuit de la foire internationale L-1347 Luxembourg-Kirchberg Luxembourg
    B.P. 1604 / L-1016
    Visit website: http://www.cdm.lu/

Related procedures and links

Links

Legal references

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