Understanding the European Economic Interest Grouping (EWIV) in Liechtenstein

Josef Bergt
2023

The European Economic Interest Grouping (EEIG), a supranational legal entity established under European law, is designed to streamline, facilitate, and enhance the economic activities of its members, while not being profit-oriented itself. Its primary objective is to simplify cross-border economic activities of its members, with the caveat that it can only perform supporting activities and cannot be profit-making. It is obligatory for the EEIG to be registered in the Commercial Register.

In Liechtenstein, the EEIG is structured as a partnership, devoid of its own legal personality. However, akin to limited partnerships and general partnerships, it possesses legal capacity and the ability to sue and be sued. The formation of an EWIV is governed by the European EWIV Regulation and the EWIV Implementation Act, supplemented by the provisions of the Liechtenstein Persons and Companies Act (PGR) concerning the formation of companies without legal personality.

The EWIV can be formed by both natural persons and legal entities, with a requirement of at least two members from different EEA member states. The members can be sole proprietorships, partnerships, corporations, freelancers, farmers, associations, or corporations under public law.

The EWIV, lacking legal personality and organized as a partnership, does not have managing bodies in the strict sense. The "managing bodies" of the EWIV are the jointly acting members with the general meeting of members as the supreme managing body, as well as the managing director or directors. The contract for the formation can provide for additional "managing bodies".

The EWIV must have its registered domicile in an EEA member state. The registered domicile is either the place where the EWIV has its head office or the place where one of the members of the EWIV has its head office or where the natural person, as a member of the EWIV, conducts his main activity, provided that the EWIV actually conducts an activity at this location.

The purpose of the EWIV is to facilitate or develop the economic activities of its members and to improve or increase the results of these activities without itself being profit-oriented. The activities of an EWIV must be linked to the economic activities of its members and must be ancillary to those activities.

The members of the EWIV are fully jointly and severally liable for their liabilities of all kinds. Whoever joins an existing EWIV as a member is fully jointly and severally liable for its liabilities incurred before joining. This liability may be excluded by a clause in the contract for the formation or by a clause in the admission resolution and is only effective vis-á-vis third parties if it has been entered in the Commercial Register and made public.

The managing directors must apply the same due diligence to the management as they apply to their own affairs. If they breach their obligations, they shall be jointly and severally liable to pay compensation for the resulting damage.

The managing director or directors must ensure the proper bookkeeping of the EWIV and must prepare the annual financial statements.

Source: Factsheet AJU/ h70.022e.01

Executive Summary:

• The European Economic Interest Grouping (EEIG) is a supranational legal entity designed to streamline, facilitate, and enhance the economic activities of its members, while not being profit-oriented itself.
• In Liechtenstein, the EWIV is structured as a partnership, devoid of its own legal personality, but possesses legal capacity and the ability to sue and be sued.
• The EWIV can be formed by both natural persons and legal entities, with a requirement of at least two members from different EEA member states.
• The EWIV must have its registered domicile in an EEA member state.
• The purpose of the EWIV is to facilitate or develop the economic activities of its members and to improve or increase the results of these activities without itself being profit oriented.
• The members of the EWIV are fully jointly and severally liable for their liabilities of all kinds.
• The managing directors must apply the same due diligence to the management as they apply to their own affairs. If they breach their obligations, they shall be jointly and severally liable to pay compensation for the resulting damage.