BOOK II: Commercial companies and economic interest groupings.

The grouping members’ meeting is authorised to take any decision, including early dissolution or extension, under the conditions determined by the contract. The contract may provide that all or some of the decisions are to be taken under the conditions of quorum and majority that it lays down. If the contract is silent, decisions are taken unanimously. The contract may also allocate a different number of votes to each member…

The grouping is administered by one or more persons. A legal entity may be appointed as a director of the grouping provided that it appoints a permanent representative, who incurs the same civil and criminal liability as if he were a director in his own name. The group’s director(s) and the permanent representative of the legal entity appointed as director shall be liable individually or jointly and severally, as applicable,…

Management control, which must be entrusted to natural persons, and auditing of the accounts shall be carried out under the conditions laid down in the grouping’s constitutive contract. However, when a grouping issues bonds under the conditions provided for in Article L. 251-7, management control must be exercised by one or more natural persons appointed by the General Meeting. Their term of office and powers are determined in the contract….

In groupings that meet one of the criteria defined in Article L. 232-2, directors are required to draw up a statement of realisable and available assets, excluding going concern values, and current liabilities, a provisional income statement, a cash flow statement at the same time as the annual balance sheet and a provisional financing plan. A Conseil d’Etat decree specifies the frequency, deadlines and procedures for drawing up these documents.

The documents referred to in Article L. 251-13 are analysed in written reports on the development of the group drawn up by the directors. The documents and reports are sent to the statutory auditor and the works council. In the event of non-compliance with the provisions of article L. 251-13 and the previous paragraph, or if the information given in the reports referred to in the previous paragraph calls for…

When, in the course of his work, the statutory auditor identifies facts likely to compromise the group’s ability to continue as a going concern, he informs the directors, in accordance with the conditions laid down by decree in the Conseil d’Etat. The directors are required to respond within fifteen days. The reply is sent to the works council. In the event of failure to comply with these provisions, or if…

The works council or, in its absence, the staff delegates exercise, in economic interest groupings, the powers provided for in articles L. 422-4 and L. 432-5 of the Labour Code. The directors shall communicate to the statutory auditor the requests for explanations made by the works council or the staff delegates, the reports sent to them and the responses they have made pursuant to articles L. 422-4 and L. 432-5…

Deeds and documents issued by the grouping and intended for third parties, in particular letters, invoices, advertisements and various publications, must legibly state the name of the grouping followed by the words: “economic interest grouping” or the acronym: “EIG”. .

Any company or association whose object corresponds to the definition of an economic interest grouping may be transformed into such a grouping without giving rise to dissolution or the creation of a new legal entity. An economic interest grouping may be transformed into a general partnership without giving rise to dissolution or the creation of a new legal entity.

The economic interest grouping is dissolved: 1° By the expiry of the term; 2° By the achievement or extinction of its object; 3° By the decision of its members under the conditions provided for in Article L. 251-10; 4° By court decision, for just cause; 5° By the death of a natural person or the dissolution of a legal entity that is a member of the grouping, unless otherwise stipulated…