Regulamento (CEE) nº 2137/85 do Conselho, de 25 de Julho de 1985, relativo à instituição de um Agrupamento Europeu de Interesse Económico (AEIE)

(1) JO no C 14 de 15. 2. 1974, p. 30 e JO no C 103 de 28. 4. 1978, p. 4.(2) JO no C 163 de 11. 7. 1977, p. 17.(3) JO no C 108 de 15. 5. 1975, p. 46.(4) JO no L 65 de 14. 3. 1968, p. 8.

1. Visão geral

Título	Regulamentação
Preamble: 1	REGULAMENTO (CEE) No 2137/85 DO CONSELHO de 25 de Julho de 1985 relativo à instituição de um Agrupamento Europeu de Interesse Económico (AEIE) O CONSELHO DAS COMUNIDADES EUROPEIAS, Tendo em conta o Tratado que institui a Comunidade Económica Europeia e, nomeadamente, o seu artigo 235o, Tendo em conta a proposta da Comissão (1), Tendo em conta o parecer do Parlamento Europeu (2), Tendo em conta o parecer do Comité Económico e Social (3), Considerando que um desenvolvimento harmonioso das actividades económicas e uma expansão contínua e equilibrada no conjunto da Comunidade dependem do estabelecimento e bom funcionamento de um mercado comum capaz de oferecer condições análogas às de um mercado nacional; que a realização deste mercado único e o reforço da sua unidade tornam desejável, nomeadamente, a criação, no interesse das pessoas singulares, sociedades e outras entidades jurídicas, de um quadro jurídico que facilite a adaptação das suas actividades às condições económicas da Comunidade; que, para este fim, é necessário que estas pessoas singulares, sociedades e outras entidades jurídicas possam efectivamente cooperar sem fronteiras; Considerando que tal cooperação pode encontrar dificuldades de natureza jurídica, fiscal ou psicológica, que a criação de um instrumento jurídico adequado a nível comunitário sob a forma de um Agrupamento Europeu de Interesse Económico contribui para a realização dos objectivos referidos e é, portanto, necessária; Considerando que o Tratado não previu poderes de acção específicos para a criação de tal instrumento jurídico; Considerando que a capacidade de adaptação do agrupamento às condições económicas deve ser garantida pela grande liberdade dos seus membros na organização das suas relações contratuais e no funcionamento interno do agrupamento; Considerando que um agrupamento se distingue de uma sociedade principalmente pelo seu objectivo, que é apenas o de facilitar ou desenvolver a actividade económica dos seus membros, para lhes permitir melhorar os seus próprios resultados; que em consequência deste carácter auxiliar, a actividade de um agrupamento deve estar relacionada com a actividade económica dos seus membros e não se substituir a esta e que, nesta medida, por exemplo, o agrupamento não pode exercer por si próprio, em relação a terceiros, uma profissão liberal, devendo a noção de actividade económica ser interpretada no sentido mais lato; Considerando que o acesso ao agrupamento deve estar aberto tão amplamente quanto possível às pessoas singulares, sociedades e outras entidades jurídicas, no respeito pelos objectivos do presente regulamento; que este não prejudica, contudo, a aplicação, a nível nacional, das regras legais e/ou deontológicas relativas às condições de exercício de uma actividade ou de uma profissão; Considerando que o presente regulamento, por si só, não confere a ninguém o direito a participar num agrupamento, mesmo que estejam preenchidas as condições por ele previstas; Considerando que a faculdade, prevista no presente regulamento, de proibir ou limitar, por razões de interesse público, a participação em agrupamentos, não prejudica a legislação dos Estados-membros relativa ao exercício de actividades, a qual pode prever outras proibições ou limitações, ou controlar ou fiscalizar por qualquer forma a participação num agrupamento de uma pessoa singular, de uma sociedade ou outra entidade jurídica, ou de qualquer categoria destas; Considerando que, para permitir ao agrupamento atingir o seu objectivo, convém dotá-lo de capacidade jurídica própria e prever a sua representação perante terceiros por um órgão juridicamente distinto dos seus membros; Considerando que a protecção dos terceiros exige que seja assegurada uma ampla publicidade e que os membros do agrupamento respondam ilimitada e solidariamente pelas dívidas deste, incluindo as dívidas fiscais e de segurança social, sem que, contudo, este príncipio afecte a liberdade de excluir ou restringir, por contrato específico entre o agrupamento e um terceiro, a responsabilidade de um ou de vários dos seus membros por uma dívida determinada; Considerando que as questões relativas ao estado e à capacidade das pessoas singulares e à capacidade das pessoas colectivas são reguladas pela lei nacional; Considerando que convém regular as causas de dissolução próprias do agrupamento, remetendo para o direito nacional quanto à liquidação e encerramento desta; Considerando que o agrupamento está submetido às disposições de direito nacional que regulam a insolvência e a cessação dos pagamentos e que este direito pode prever outras causas de dissolução do agrupamento; Considerando que o presente regulamento estabelece que o resultado das actividades do agrupamento só é tributável a nível dos seus membros; que se entende que, quanto a outros aspectos, se aplica o direito fiscal nacional, nomeadamente no que se refere à repartição dos lucros, aos processos fiscais e a todas as obrigações impostas pelas legislações fiscais nacionais; Considerando que, nos domínios não abrangidos pelo presente regulamento, são aplicáveis as disposições do direito dos Estados-membros e do direito comunitário, por exemplo no que se refere: - ao domínio do direito social e do direito do trabalho; - ao domínio do direito da concorrência; - ao domínio do direito da propriedade intelectual; Considerando que a actividade do agrupamento está sujeita às disposições do direito dos Estados-membros relativas ao exercício de uma actividade e ao controlo desta; que em caso de abuso ou contorno, por um agrupamento ou pelos seus membros, da lei de um Estado-membro, este pode adoptar as sanções apropriadas; Considerando que os Estados-membros são livres de aplicar ou adoptar qualquer medida legislativa, regulamentar ou administrativa que não esteja em contradição com o alcante e os objectivos do presente regulamento; Considerando que o presente regulamento deve entrar em vigor imediamente em todos os seus elementos; que a aplicação de algumas das suas disposições deve, no entanto, ser diferida, a fim de permitir o estabelecimento prévio, por parte dos Estados-membros, dos mecanismos necessários ao registo dos agrupamentos no seu território e à publicidade dos seus actos; que, a partir da data da aplicação do presente regulamento, os agrupamento constituídos podem operar sem qualquer restrição territorial, ADOPTOU O PRESENTE REGULAMENTO:
Article 1	Article 1 1. European Economic Interest Groupings shall be formed upon the terms, in the manner and with the effects laid down in this Regulation. Accordingly, parties intending to form a grouping must conclude a contract and have the registration provided for in Article 6 carried out. 2. A grouping so formed shall, from the date of its registration as provided for in Article 6, have the capacity, in its own name, to have rights and obligations of all kinds, to make contracts or accomplish other legal acts, and to sue and be sued. 3. The Member States shall determine whether or not groupings registered at their registries, pursuant to Article 6, have legal personality.
Article 2	Article 2 1. Subject to the provisions of this Regulation, the law applicable, on the one hand, to the contract for the formation of a grouping, except as regards matters relating to the status or capacity of natural persons and to the capacity of legal persons and, on the other hand, to the internal organization of a grouping shall be the internal law of the State in which the official address is situated, as laid down in the contract for the formation of the grouping. 2. Where a State comprises several territorial units, each of which has its own rules of law applicable to the matters referred to in paragraph 1, each territorial unit shall be considered as a State for the purposes of identifying the law applicable under this Article.
Article 3	1. The purpose of a grouping shall be to facilitate or develop the economic activities of its members and to improve or increase the results of those activities; its purpose is not to make profits for itself. Its activity shall be related to the economic activities of its members and must not be more than ancillary to those activities. 2. Consequently, a grouping may not:
Article 4	1. Only the following may be members of a grouping:
Article 5	A contract for the formation of a grouping shall include at least:
Article 6	Article 6 A grouping shall be registered in the State in which it has its official address, at the registry designated pursuant to Article 39 (1).
Article 7	A contract for the formation of a grouping shall be filed at the registry referred to in Article 6. The following documents and particulars must also be filed at that registry:
Article 8	The following must be published, as laid down in Article 39, in the gazette referred to in paragraph 1 of that Article:
Article 9	Article 9 1. The documents and particulars which must be published pursuant to this Regulation may be relied on by a grouping as against third parties under the conditions laid down by the national law applicable pursuant to Article 3 (5) and (7) of Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community (4). 2. If activities have been carried on on behalf of a grouping before its registration in accordance with Article 6 and if the grouping does not, after its registration, assume the obligations arising out of such activities, the natural persons, companies, firms or other legal bodies which carried on those activities shall bear unlimited joint and several liability for them.
Article 10	Article 10 Any grouping establishment situated in a Member State other than that in which the official address is situated shall be registered in that State. For the purpose of such registration, a grouping shall file, at the appropriate registry in that Member State, copies of the documents which must be filed at the registry of the Member State in which the official address is situated, together, if necessary, with a translation which conforms with the practice of the registry where the establishment is registered.
Article 11	Article 11 Notice that a grouping has been formed or that the liquidation of a grouping has been concluded stating the number, date and place of registration and the date, place and title of publication, shall be given in the Official Journal of the European Communities after it has been published in the gazette referred to in Article 39 (1).
Article 12	The official address referred to in the contract for the formation of a grouping must be situated in the Community. The official address must be fixed either:
Article 13	Article 13 The official address of a grouping may be transferred within the Community. When such a transfer does not result in a change in the law applicable pursuant to Article 2, the decision to transfer shall be taken in accordance with the conditions laid down in the contract for the formation of the grouping.
Article 14	Article 14 1. When the transfer of the official address results in a change in the law applicable pursuant to Article 2, a transfer proposal must be drawn up, filed and published in accordance with the conditions laid down in Articles 7 and 8. No decision to transfer may be taken for two months after publication of the proposal. Any such decision must be taken by the members of the grouping unanimously. The transfer shall take effect on the date on which the grouping is registered, in accordance with Article 6, at the registry for the new official address. That registration may not be effected until evidence has been produced that the proposal to transfer the official address has been published. 2. The termination of a grouping's registration at the registry for its old official address may not be effected until evidence has been produced that the grouping has been registered at the registry for its new official address. 3. Upon publication of a grouping's new registration the new official address may be relied on as against third parties in accordance with the conditions referred to in Article 9 (1); however, as long as the termination of the grouping's registration at the registry for the old official address has not been published, third parties may continue to rely on the old official address unless the grouping proves that such third parties were aware of the new official address. 4. The laws of a Member State may provide that, as regards groupings registered under Article 6 in that Member State, the transfer of an official address which would result in a change of the law applicable shall not take effect if, within the two-month period referred to in paragraph 1, a competent authority in that Member State opposes it. Such opposition may be based only on grounds of public interest. Review by a judicial authority must be possible.
Article 15	Article 15 1. Where the law applicable to a grouping by virtue of Article 2 provides for the nullity of that grouping, such nullity must be established or declared by judicial decision. However, the court to which the matter is referred must, where it is possible for the affairs of the grouping to be put in order, allow time to permit that to be done. 2. The nullity of a grouping shall entail its liquidation in accordance with the conditions laid down in Article 35. 3. A decision establishing or declaring the nullity of a grouping may be relied on as against third parties in accordance with the conditions laid down in Article 9 (1). Such a decision shall not of itself affect the validity of liabilities, owed by or to a grouping, which originated before it could be relied on as against third parties in accordance with the conditions laid down in the previous subparagraph.
Article 16	Article 16 1. The organs of a grouping shall be the members acting collectively and the manager or managers. A contract for the formation of a grouping may provide for other organs; if it does it shall determine their powers. 2. The members of a grouping, acting as a body, may take any decision for the purpose of achieving the objects of the grouping.
Article 17	1. Each member shall have one vote. The contract for the formation of a grouping may, however, give more than one vote to certain members, provided that no one member holds a majority of the votes. 2. A unanimous decision by the members shall be required to:
Article 18	Article 18 Each member shall be entitled to obtain information from the manager or managers concerning the grouping's business and to inspect the grouping's books and business records.
Article 19	1. A grouping shall be managed by one or more natural persons appointed in the contract for the formation of the grouping or by decision of the members. No person may be a manager of a grouping if:
Article 20	Article 20 1. Only the manager or, where there are two or more, each of the managers shall represent a grouping in respect of dealings with third parties. Each of the managers shall bind the grouping as regards third parties when he acts on behalf of the grouping, even where his acts do not fall within the objects of the grouping, unless the grouping proves that the third party knew or could not, under the circumstances, have been unaware that the act fell outside the objects of the grouping; publication of the particulars referred to in Article 5 (c) shall not of itself be proof thereof. No limitation on the powers of the manager or managers, whether deriving from the contract for the formation of the grouping or from a decision by the members, may be relied on as against thrid parties even if it is published. 2. The contract for the formation of the grouping may provide that the grouping shall be validly bound only by two or more managers acting jointly. Such a clause may be relied on as against third parties in accordance with the conditions referred to in Article 9 (1) only if it is published in accordance with Article 8.
Article 21	Article 21 1. The profits resulting from a grouping's activities shall be deemed to be the profits of the members and shall be apportioned among them in the proportions laid down in the contract for the formation of the grouping or, in the absence of any such provision, in equal shares. 2. The members of a grouping shall contribute to the payment of the amount by which expenditure exceeds income in the proportions laid down in the contract for the formation of the grouping or, in the absence of any such provision, in equal shares.
Article 22	Article 22 1. Any member of a grouping may assign his participation in the grouping, or a proportion thereof, either to another member or to a third party; the assignment shall not take effect without the unanimous authorization of the other members. 2. A member of a grouping may use his participation in the grouping as security only after the other members have given their unanimous authorization, unless otherwise laid down in the contract for the formation of the grouping. The holder of the security may not at any time become a member of the grouping by virtue of that security.
Article 23	Article 23 No grouping may invite investment by the public.
Article 24	Article 24 1. The members of a grouping shall have unlimited joint and several liability for its debts and other liabilities of whatever nature. National law shall determine the consequences of such liablity. 2. Creditors may not proceed against a member for payment in respect of debts and other liabilities, in accordance with the conditions laid down in paragraph 1, before the liquidation of a grouping is concluded, unless they have first requested the grouping to pay and payment has not been made within an appropriate period.
Article 25	Letters, order forms and similar documents must indicate legibly:
Article 26	Article 26 1. A decision to admit new members shall be taken unanimously by the members of the grouping. 2. Every new member shall be liable, in accordance with the conditions laid down in Article 24, for the grouping's debts and other liabilities, including those arising out of the grouping's activities before his admission. He may, however, be exempted by a clause in the contract for the formation of the grouping or in the instrument of admission from the payment of debts and other liabilities which originated before his admission. Such a clause may be relied on as against third parties, under the conditions referred to in Article 9 (1), only if it is published in accordance with Article 8.
Article 27	Article 27 1. A member of a grouping may withdraw in accordance with the conditions laid down in the contract for the formation of a grouping or, in the absence of such conditions, with the unanimous agreement of the other members. Any member of a grouping may, in addition, withdraw on just and proper grounds. 2. Any member of a grouping may be expelled for the reasons listed in the contract for the formation of the grouping and, in any case, if he seriously fails in his obligations or if he causes or threatens to cause serious disruption in the operation of the grouping. Such expulsion may occur only by the decision of a court to which joint application has been made by a majority of the other members, unless otherwise provided by the contract for the formation of a grouping.
Article 28	Article 28 1. A member of a grouping shall cease to belong to it on death or when he no longer complies with the conditions laid down in Article 4 (1). In addition, a Member State may provide, for the purposes of its liquidation, winding up, insolvency or cessation of payments laws, that a member shall cease to be a member of any grouping at the moment determined by those laws. 2. In the event of the death of a natural person who is a member of a grouping, no person may become a member in his place except under the conditions laid down in the contract for the formation of the grouping or, failing that, with the unanimous agreement of the remaining members.
Article 29	Article 29 As soon as a member ceases to belong to a grouping, the manager or managers must inform the other members of that fact; they must also take the steps required as listed in Articles 7 and 8. In addition, any person concerned may take those steps.
Article 30	Article 30 Except where the contract for the formation of a grouping provides otherwise and without prejudice to the rights acquired by a person under Articles 22 (1) or 28 (2), a grouping shall continue to exist for the remaining members after a member has ceased to belong to it, in accordance with the conditions laid down in the contract for the formation of the grouping or determined by unanimous decision of the members in question.
Article 31	1. A grouping may be wound up by a decision of its members ordering its winding up. Such a decision shall be taken unanimously, unless otherwise laid down in the contract for the formation of the grouping. 2. A grouping must be wound up by a decision of its members:
Article 32	Article 32 1. On application by any person concerned or by a competent authority, in the event of the infringement of Articles 3, 12 or 31 (3), the court must order a grouping to be wound up, unless its affairs can be and are put in order before the court has delivered a substantive ruling. 2. On applications by a member, the court may order a grouping to be wound up on just and proper grounds. 3. A Member State may provide that the court may, on application by a competent authority, order the winding up of a grouping which has its official address in the State to which that authority belongs, wherever the grouping acts in contravention of that State's public interest, if the law of that State provides for such a possibility in respect of registered companies or other legal bodies subject to it.
Article 33	Article 33 When a member ceases to belong to a grouping for any reason other than the assignment of his rights in accordance with the conditions laid down in Article 22 (1), the value of his rights and obligations shall be determined taking into account the assets and liabilities of the grouping as they stand when he ceases to belong to it. The value of the rights and obligations of a departing member may not be fixed in advance.
Article 34	Article 34 Without prejudice to Article 37 (1), any member who ceases to belong to a grouping shall remain answerable, in accordance with the conditions laid down in Article 24, for the debts and other liabilities arising out of the grouping's activities before he ceased to be a member.
Article 35	Article 35 1. The winding up of a grouping shall entail its liquidation. 2. The liquidation of a grouping and the conclusion of its liquidation shall be governed by national law. 3. A grouping shall retain its capacity, within the meaning of Article 1 (2), until its liquidation is concluded. 4. The liquidator or liquidators shall take the steps required as listed in Articles 7 and 8.
Article 36	Article 36 Groupings shall be subject to national laws governing insolvency and cessation of payments. The commencement of proceedings against a grouping on grounds of its insolvency or cessation of payments shall not by itself cause the commencement of such proceedings against its members.
Article 37	Article 37 1. A period of limitation of five years after the publication, pursuant to Article 8, of notice of a member's ceasing to belong to a grouping shall be substituted for any longer period which may be laid down by the relevant national law for actions against that member in connection with debts and other liabilities arising out of the grouping's activities before he ceased to be a member. 2. A period of limitation of five years after the publication, pursuant to Article 8, of notice of the conclusion of the liquidation of a grouping shall be substituted for any longer period which may be laid down by the relevant national law for actions against a member of the grouping in connection with debts and other liabilities arising out of the grouping's activities.
Article 38	Article 38 Where a grouping carries on any activity in a Member State in contravention of that State's public interest, a competent authority of that State may prohibit that activity. Review of that competent authority's decision by a judicial authority shall be possible.
Article 39	Article 39 1. The Member States shall designate the registry or registries responsible for effecting the registration referred to in Articles 6 and 10 and shall lay down the rules governing registration. They shall prescribe the conditions under which the documents referred to in Articles 7 and 10 shall be filed. They shall ensure that the documents and particulars referred to in Article 8 are published in the appropriate official gazette of the Member State in which the grouping has its official address, and may prescribe the manner of publication of the documents and particulars referred to in Article 8 (c). The Member States shall also ensure that anyone may, at the appropriate registry pursuant to Article 6 or, where appropriate, Article 10, inspect the documents referred to in Article 7 and obtain, even by post, full or partial copies thereof. The Member States may provide for the payment of fees in connection with the operations referred to in the preceding subparagraphs; those fees may not, however, exceed the administrative cost thereof. 2. The Member States shall ensure that the information to be published in the Official Journal of the European Communities pursuant to Article 11 is forwarded to the Office for Official Publications of the European Communities within one month of its publication in the official gazette referred to in paragraph 1. 3. The Member States shall provide for appropriate penalties in the event of failure to comply with the provisions of Articles 7, 8 and 10 on disclosure and in the event of failure to comply with Article 25.
Article 40	Article 40 The profits or losses resulting from the activities of a grouping shall be taxable only in the hands of its members.
Article 41	Article 41 1. The Member States shall take the measures requried by virtue of Article 39 before 1 July 1989. They shall immediately communicate them to the Commission. 2. For information purposes, the Member States shall inform the Commission of the classes of natural persons, companies, firms and other legal bodies which they prohibit from participating in groupings pursuant to Article 4 (4). The Commission shall inform the other Member States.
Article 42	1. Upon the adoption of this Regulation, a Contact Committee shall be set up under the auspices of the Commission. Its function shall be:
Article 43	Article 43 This Regulation shall enter into force on the third day following its publication in the Official Journal of the European Communities. It shall apply from 1 July 1989, with the exception of Articles 39, 41 and 42 which shall apply as from the entry into force of the Regulation. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 25 July 1985. For the Council The President J. POOS (1) OJ No C 14, 15. 2. 1974, p. 30 and OJ No C 103, 28. 4. 1978, p. 4. (2) OJ No C 163, 11. 7. 1977, p. 17. (3) OJ No C 108, 15. 5. 1975, p. 46. (4) OJ No L 65, 14. 3. 1968, p. 8.

1.1 Referências

1.2 Requisitos identificados

1.3 Normas relacionadas

2. Requisitos identificados

Requisitos
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3. Normas relacionadas

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Builddate: None -Doknr: CELEX:31985R2137
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