Establishing Economic interest grouping (EIG)
Agreement establishing Economic interest grouping (EIG) (Company’s act)
The agreement establishing EIG shall be drawn up in a form of notarial act and shall include the following:
- seat of the EIG;
- full name or company’s name, legal form, seat or the place of residence of the shareholders, the register and the registration number of the companies-shareholders;
the time limit of EIG’s establishment, unless EIG is established for the indefinite period.
The agreement has the third-party effects from the day of its publication.
The application as well as all the additional changes shall be submitted by all shareholders of the EIG jointly.
Application for entry into the commercial register
The EIG is entered into the commercial register of the commercial court in the place of the seat of the EIG stated in the company’s act.
The application for entry into the commercial register includes the following:
- full names of the board members,
- their personal identification numbers,
- their place of residence,
- authorization to represent the EIG.
The following shall also be declared in the commercial register:
- any additional change to the data mentioned above;
- declaring the EIG null and void;
- establishment and termination of branches;
- termination of the EIG;
- names of liquidators of the EIG, their personal identification numbers, place of residence and authorization to represent the EIG, as well as any additional change of the listed data;
- completion of the liquidation (winding-up) of the EIG;
- clause of the contract or provision of a legal act exempting a new shareholder from liability for obligations of the EIG undertaken before his admission to the EIG.
The application for entry into the commercial register and all additional changes shall be submitted by all members of the management board of the EIG jointly and for entry of the completion of the liquidation (winding-up) of the EIG by all the liquidators.
The following shall be enclosed to the application:
- company’s agreement and legal act exempting a new shareholder from liability for obligations of the EIG undertaken before his admission to the EIG;
- amendments to the company’s act, including changes regarding shareholders;
- decision on establishing and terminating branch(es);
- court’s decision on declaring EIG null and void;
- decision on appointment (accompanied by their personal statements that there are no impediments to their appointments prescribed by Law) and removal of members of the management board and whether they carry out business activities individually or jointly;
- a personal statement of the shareholder assigning his share in the EIG and decision of other shareholders accepting the assignment;
- decision of shareholders or the court on termination of EIG;
- decision on the appointment or removal of liquidators of the EIG;
- decision on the completion of liquidation (winding-up) proceeding;
- decision on the change of seat of the EIG.
The EIG acquires legal personality as of the date of entry in the commercial register.