Guide on Economic Interest Groups

Agrupacion de Interes Economico

What is the legal regime of Economic Interest Groups (OUCH)?

 

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In this post we make a regulation of the Economic Interest Groups.

What is an Economic Interest Group?

An Economic Interest Group (onwards, OUCH) is a type of commercial company with legal personality, but not for profit (art. 2.2 LAIE).

The corporate purpose of this type of company is to facilitate the development or improve the results of the activity of its member-members (art. 2.1. LAIE), focusing on helping and helping your partners. The partners' activity does not have to be the same, namely, that each partner can develop a different, jointly the individual, as R&D projects, for example.

On the other hand, the partners will respond in a subsidiary way, personal and solidary for the debts contracted by the IEA.

The legal regime of the IEA is collected and regulated by the Law 12/1991, of 29 April, of Economic Interest Groups. In what is not provided in this Law, apply, subsidiary, the regulations of the partnership.

The Preamble of said Law states that The auxiliary content (…) is the impossibility of replacing the activity of its members, allowing any activity linked to that of those who do not oppose that limitation. It is, therefore, of an instrument of the grouped partners, with all the breadth that is necessary for your purposes, but that it will never be able to reach the faculties or activities of one of its members.

features

An AIE is distinguished from another commercial company by a series of characteristics, Which are the following:

  • It has its own legal personality and commercial character.
  • Governed by Law 12/1991, of 29 April, and, supplementarily, by the regulations of the collective society.
  • Not for profit.
  • Its corporate purpose must be aimed at complementing or assisting the activity of its partners or members.
  • It can be constituted by individuals or legal entities that carry out business-type activities, agricultural, artisan, nonprofits dedicated to research and liberal professions.
  • The responsibility of the partners will be subsidiary to the responsibility of the IEA, although they will respond personally, unlimited with all your capital and joint and several debts.
  • In the company name, the expression "Economic Interest Group" or the initials A.I.E must appear.
  • You may not directly or indirectly hold shares in companies that are members of you.
  • They may not direct or control, either directly or indirectly, the activities carried out by its partners, as well as that of third parties.
  • The minimum number of partners will be two people.
  • No minimum capital is required to set up an IEA.
  • Will be taxed for Corporation Tax (IS).

Types of subject-members

The article 4 of the LAIE sets, under the heading "Subjects" that "Economic Interest Groups can only be constituted by natural or legal persons who carry out business activities, agricultural or craft, by non-profit entities dedicated to research and by those who exercise liberal professions. ”

How is the IEA administered?

The AIE must be administered by one or more persons who will be designated in the public deed of incorporation of the company., or by agreement of the partners (art. 12.1 LAIE).

It can be administered by a natural or legal person, unless there is a provision to the contrary in the articles of incorporation. In the event that a legal person is designated, and the embroidery, a natural person will have to be appointed to act as a representative in the exercise of their functions (art. 12.2 LAIE).

Regarding the adoption of agreements, the article 10 LAIE states "The agreements may be adopted in partners' meeting, by correspondence or by any other means that allows a written record of the consultation and the vote cast by the partners.”

There are a number of matters to be adopted unanimously by all IEA members.. Those that modify the articles of incorporation, specifically: objeto social, number of votes attributed to each partner, requirements for the adoption of agreements, duration of the IEA and the contribution quota of each of the partners or of any of them to the financing of the IEA (art. 10.2 LAIE).

In order to convene the assembly, This will be done by the administrators of the IEA, either on its own initiative or at the request of any of its members (art. 11 LAIE).

So that a partner can be separated from the IEA, must consent of the other members, or concur just cause (art. 15.1 LAIE). In case the partner wants to stop being one, you will have to communicate it three months in advance (art. 15.2 LAIE).

Rights and obligations of the partners in the IEA

As an IEA partner, a series of rights and obligations are derived.

On the one hand, the duty of the partners are:

  • Of a political nature: right to vote and right to information.
  • Economic content: right to obtain positive results and right to the transfer of participation.

On the other hand, the liabilities its:

  • Contributions: is a basic obligation. Although it is true that the share capital in this type of company is not a requirement for the birth of the company, it is necessary to record in the public deed of incorporation the representative figure of said share capital. In this deed the participation fee corresponding to each partner must also be reflected., as well as the contributions of goods or rights that it makes to the society.
  •  Not being able to compete with society while they are part of it.

Partner liability

The article 5 LAIE states "The members of the Economic Interest Group will respond personally and in solidarity with each other for the debts of the former. The responsibility of the partners is subsidiary to that of the Economic Interest Group. ”

However, it is possible to exonerate a partner who joins later, after incorporating the company, to answer for the debts that the AIE has contracted before joining in case of incorporation in the deed of incorporation..

Representation

It is regulated in the article 13 LAIE.

The representation of this type of companies corresponds to the administrators. If there are several administrators, each one must show the representation, unless the articles of incorporation provide that the administrators have to act jointly.

When administrators have to interact with third parties, the limitations to the representative powers of the administrators will be ineffective, because society will be bound by the acts performed by them, even if they are alien to the corporate purpose, unless it is proved by you, that third parties knew, or they couldn't ignore, that the acts that were being carried out exceeded the corporate purpose

Dissolution

The article 18 LAIE establishes the causes of dissolution of the company. And they are:

"1. By unanimous agreement of the partners.

2.º Due to the expiration of the term or for any other cause established in the deed.

3.º Due to the opening of the liquidation phase, when the Association is declared in bankruptcy.

4.º By conclusion of the activity that constitutes its object or by impossibility of carrying it out.

5.º Due to paralysis of the corporate bodies so that their operation is impossible.

6.º For not adjusting the activity of the Association to the object of the same.

7.º Because the number of members is reduced to one.

8.º For just cause.

Tax regime of Economic Interest Groups

The tax regime of the IEAs is included in Chapter II of the Law, articles 23 a 30.

These types of companies will have to pay taxes for the Corporation tax, because the fiscal transparency regime of the article 19 Act 61/1978, of 27 December, without limitations regarding the allocation of losses.

According to him article 24, “The positive or negative tax bases derived from the results of the Economic Interest Group will be attributed to its partners, are natural or legal persons and for their integration in the corresponding personal taxes in the proportion that proceeds in accordance with the article 21.

(…)

Increases and decreases in equity that are revealed due to the contributions of one or more branches of economic activity made to the Economic Interest Group will not be included in the tax base. ”

Namely, the tax transparency regime in the IS will have no limitations other than, regarding the allocation of losses, both profits and losses, the IEA will cease to be a taxable person, imputing their income, positive or negative, to your partners, whether they are natural or legal persons. It will be imputed in their income in proportion to their respective social contributions.

In the case of Tax of asset transactions and documented legal acts (ITPyAJD), the article 25.1 states “The operations of incorporation, partner contribution and reduction, of dissolution and liquidation of economic interest groups, as well as preparatory contracts and other documents whose formalization constitutes the necessary budget for said constitution., they will enjoy exemption in the Tax on Patrimonial Transmissions and Documented Legal Acts. ”

Advantages and disadvantages of the Economic Interest Group

These types of companies also have a series of advantages and disadvantages.

Regarding advantage, the following can be highlighted:

  • The IEA is a type of mercantile company that works to help its partners in the development of their business activity or liberal profession..
  • No mandatory capital contribution required.
  • Allows you to go to the European market, for being more efficient and competitive.
  • It is a society that brings professionalism and quality to the product offered, also improving the image of the brand.
  • Optimize material resources, economic and human resources available.

A number of disadvantages, as, for example:

  • The partners or members will respond in an unlimited and solidary way for the debts contracted by the company. They will respond with all their capital and personal assets, not only with the capital contributed to society.
  • It is governed by community competition law, so this may involve a number of difficulties.

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