JUR AFRICA
LexInter | February 14, 2002 | 0 Comments

JURAFRICA

BOOK 7
THE ECONOMIC INTEREST GROUP

TITLE 1
GENERAL PROVISIONS

Article 869

The economic interest grouping is that which has the exclusive aim of implementing, for a fixed period, all the means suitable to facilitate or develop the economic activity of its members, to improve or increase the results of this activity.

Its activity must relate essentially to the economic activity of its members and can only have an ancillary character in relation to it.

Article 870

The economic interest grouping does not by itself give rise to the realization and sharing of benefits.

It can be set up without capital.

Article 871

Two or more natural or legal persons may form an economic interest group among themselves, including persons exercising a liberal profession subject to a legislative or regulatory status or whose title is protected.

Members’ rights cannot be represented by negotiable securities. Any contrary clause is deemed unwritten.

Article 872

The economic interest group has legal personality and full capacity from its registration in the trade and movable property credit register.

Article 873

Members of the economic interest group are liable for the debts of the group on their own assets. However, a new member may, if the contract allows it, be exempt from debts arising before joining the group. The exemption decision must be published.

The members of the economic interest grouping are jointly and severally liable for the payment of the group’s debts, unless otherwise agreed with the co-contracting party.

Article 874

The creditors of the group can only pursue the payment of debts against a partner after having unsuccessfully put the group in default by extrajudicial act.

Article 875

The economic interest group may issue bonds under the general conditions of issue of these securities if it is itself composed exclusively of companies authorized to issue bonds.

Article 876

Subject to the provisions of this Uniform Act, the contract determines the organization of the economic interest grouping and freely fixes the contribution of each member to the debts. Otherwise, each member bears an equal share.

During its social life, the group can accept new members under the conditions fixed by the contract.

Any member may withdraw from the group under the conditions provided for in the contract, provided that he has fulfilled his obligations.

The contract is drawn up in writing and subject to the same publicity conditions as the companies covered by this Uniform Act.

In particular, it contains the following information:

1) the name of the economic interest group;

2 °) the name, company name or company name, legal form, address of domicile or registered office and, if applicable, the registration number in the trade and personal loan register of each member of the group of economic interest;

3) the duration for which the economic interest grouping is constituted;

4) the purpose of the economic interest grouping;

5) the address of the headquarters of the economic interest group.

All modifications to the contract are drawn up and published under the same conditions as the contract itself. They are only opposable to third parties from the date of this advertisement.

The acts and documents emanating from the economic interest group and intended for third parties, in particular letters, invoices, announcements and various publications must clearly indicate the name of the group, followed by the words “economic interest group” or the acronym “GIE” .

Any violation of the provisions of the above paragraph is punishable by a fine.

Article 877

The general assembly of members of the economic interest grouping is empowered to take any decision, including early dissolution or extension under the conditions determined by the contract.

The latter may provide that all or some of the decisions will be taken under the quorum and majority conditions that it fixes. In the silence of the contract, decisions are taken unanimously.

The contract may also attribute to each member of the economic interest grouping a number of votes different from that attributed to the others. Otherwise, each member has one vote.

Article 878

The assembly must meet at the request of at least a quarter of the members of the economic interest grouping in number.

TITLE 2
ADMINISTRATION

Article 879

The economic interest grouping is administered by one or more natural or legal persons, subject, if it is a legal person, that it designates a permanent representative, who incurs the same civil and criminal responsibilities as if he were a director. in its own name.

Subject to this reservation, the contract or, failing that, the assembly of members of the economic interest grouping freely organizes the administration of the grouping and appoints the administrators whose attributions, powers and conditions of dismissal it determines.

In relations with third parties, an administrator commits the economic interest group for any act falling within the scope of the latter. Any limitation of powers is unenforceable against third parties.

TITLE 3
CONTROL

Article 880

Management control and the control of the summary financial statements are exercised under the conditions provided for in the contract.

However, when an economic interest group issues bonds under the conditions provided for in article 874 of this Uniform Act, management control must be exercised by one or more natural persons appointed by the meeting.

The duration of their functions and their powers are determined by the contract.

The control of the summary financial statements must be exercised by one or more auditors chosen from the official list of auditors and appointed by the meeting for a period of six fiscal years.

Subject to the rules specific to economic interest groups, the auditor has the same status, the same powers and the same responsibilities as the auditor of a public limited company.

Article 881

In the event of issuance of bonds by the economic interest grouping, the repression of offenses relating to the obligations provided for by this Uniform Act is applicable to the directors of the economic interest grouping as well as to the natural persons managing the member companies. or permanent representatives of legal entities managing these companies.

TITLE 4
TRANSFORMATION

Article 882

Any company or association whose object corresponds to the definition of an economic interest group can be transformed into an economic interest group without giving rise to the dissolution or creation of a new legal person.

An economic interest grouping can be transformed into a general partnership without giving rise to the dissolution or the creation of a new legal person.

TITLE 5
DISSOLUTION

Article 883

The economic interest group is dissolved:

1) by the arrival 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 877 of this Uniform Act;

4) by judicial decision, for valid reasons;

5) by death of a natural person or dissolution of a legal person member of the economic interest grouping, unless otherwise provided in the contract.

Article 884

If one of the members is incapacitated, personal bankrupt or prohibited from directing, managing, administering or controlling a company whatever its form or object, the economic interest group is dissolved at unless its continuation is provided for in the contract or the other members decide unanimously.

Article 885

The dissolution of the economic interest group entails its liquidation. The personality of the group remains for the needs of its liquidation.

The liquidation takes place in accordance with the provisions of the contract. Failing that, a liquidator is appointed by the general meeting of members of the economic interest grouping or if the meeting was unable to make this appointment, by decision of the president of the competent court.

After payment of the debts, the surplus assets are distributed among the members under the conditions provided for in the contract. Otherwise, the distribution is made in equal parts.

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