What is an EIG?

Economic interest groupings (EIGs) enable companies to join forces in areas of shared interest while retaining their independent status.

• Members:

Two or more natural or legal persons may form an economic interest grouping for a specific period, for the purpose of implementing all appropriate means to facilitate or develop economic activity among the grouping's members in order to optimise their performance.

• Contributions: 

The economic interest grouping is not directly concerned with making and sharing profits and may be formed without capital. Marketable securities cannot be used to establish the rights of its members.
Any clause to the contrary is deemed null and void.

• Members' Liabilities:

Liability for the grouping's debts lies with the grouping's members, to be held against their own assets. Members are jointly and severally liable unless otherwise stipulated in a third-party contract. The grouping's creditors may not pursue payment of debts against a member unless they have unsuccessfully served formal notice on the grouping through an extrajudicial process.

• The EIG Agreement:

The economic interest grouping agreement defines the structure of the grouping, subject to the provisions of Act no. 879 of 26 February 1970, relating to economic interest groupings. It is drafted in the form of a notarial deed.

It contains the following particulars:
1° The grouping's name
2° The members’ names, the company name or business name, the legal form, the domicile address or the address of the registered office and, if applicable, the Trade and Industry Directory registration number of each member of the grouping
3° The duration of the grouping
4° The grouping's objective
5° The grouping's head office address

The grouping may accept new members throughout its duration, subject to the conditions defined in the founders’ agreement.
Any member of the grouping may withdraw under the conditions of the agreement, provided that they have fulfilled their obligations.
Auditing and management control, which must be entrusted to natural persons, are to be undertaken in accordance with the conditions stipulated in the grouping's founders’ agreement.

• General Meetings: 

Any decision, including early dissolution or extension of the grouping, may be taken during a general meeting of the grouping's members, subject to the conditions stipulated in the agreement. The agreement may provide that all or some decisions are to be taken subject to the quorum or majority conditions specified in the agreement: if there is no such provision in the agreement, decisions are to be taken unanimously by the attending members or by proxy.
The agreement may also provide for a different number of votes per member; otherwise, each member is granted one vote.
The meeting shall be convened upon request of at least one-quarter of the members of the grouping

to natural persons, are undertaken in accordance with the conditions set out in the grouping's founders’ agreement.

When a grouping issues bonds, management control must be undertaken by one or more natural persons appointed at the general meeting; the duration of their appointment and their powers should be stipulated in the agreement. The accounts must be audited by one or more auditors who must be chartered accountants authorised to practice in Monaco and appointed at the general meeting for a period of three financial years.

The provisions of Act no. 408 of 20 January 1945 relating to the appointment, prohibitions, authority, duties, obligations, liability, dismissal and remuneration of the statutory auditors of a public limited company shall apply to the statutory auditors of an economic interest grouping, subject to the grouping’s specific conditions.

The economic interest grouping is dissolved:
1° At the end of its term
2° Upon fulfilment or termination of its purpose
3° Upon the decision of its members under the conditions stipulated in Article 10
4° By order of the court, for valid reasons
5° Upon the death of a natural person or the dissolution of a legal entity that is a member of the group, unless otherwise stipulated in the agreement

If a member of the grouping becomes incapacitated or is declared bankrupt, the grouping shall be dissolved unless its continuation is provided for in the agreement or the other members unanimously decide otherwise.

The dissolution of an economic interest grouping entails its liquidation. The grouping subsists for the purposes of liquidation.

The liquidation is effectuated by the provisions of the agreement. Failing this, a liquidator shall be appointed at a general meeting of the grouping's members or, by decision of the court, if no such appointment can be made at the general meeting.

Upon settlement of any debts, surplus assets shall be distributed among the members in accordance with the terms of the agreement; failing this, the assets shall be distributed in equal shares.

Basic information on all economic interest groupings registered in the Trade and Industry Directory is publicly available via the RCI website.

This page is intended to provide information and guidance.

It does not constitute legal advice.

It is the responsibility of individuals to carry out the necessary research or to contact the relevant professionals regarding the conditions under which an EIG operates and the various implications (tax, accounting, etc.).