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Pursuant to Article L. 251-1 of the Commercial Code, the purpose of the Economic Interest Grouping (EIG) is to "facilitate or develop the economic activity of its members, to improve or increase the results of this activity." It is not intended to generate profits for itself. Its activity must be related to the economic activity of its members and can only have an ancillary nature in relation to i …

Purpose of the Economic Interest Grouping

Pursuant to Article L. 251-1 of the Commercial Code, the purpose of the Economic Interest Grouping (EIG) is to "facilitate or develop the economic activity of its members, to improve or increase the results of this activity." It is not intended to generate profits for itself. Its activity must be related to the economic activity of its members and can only have an ancillary nature in relation to it.

The ancillary nature of the group's activity in relation to that of its members has consequences on the purpose it can pursue. A GIE must not allow one of its members to conduct an activity that is prohibited to them. Indeed, a GIE must be annulled for the illegality of its purpose when it is merely a facade intended to allow one of its members, who has not received the necessary approval to engage in a regulated activity, to pursue an illegal activity in light of legal and regulatory provisions that are mandatory public policy provisions . The same applies to a GIE whose purpose is to provide insurance companies, which are its members, with a service of expertise or inspection of all terrestrial vehicles and various equipment, as the profession of insurer is incompatible with that of automobile expert, and the second activity cannot validly be ancillary to the first . However, no legal provision prohibits auctioneers gathered within a GIE from creating, outside their jurisdiction, a "representation office" to distribute advertising catalogs and proceed, as experts or merchants can, to the appraisal of movable property, the sale of which will then be conducted within their jurisdiction .

The EIG has a civil nature unless proof of its commerciality is provided . The civil or commercial nature of the group depends on the purpose pursued and not on the status of its members . An act of commerce, which makes it accountable for respecting a reasonable notice period within the meaning of Article L. 442-1, II of the Commercial Code, is constituted by an EIG entering into a partnership with a broker to place insurance products in exchange for commissions . An EIG also engages in a commercial activity, subject to consular courts , when its purpose is to ensure the organization and development of the promotion of a shopping center . Conversely, an activity is considered civil when an EIG provides its members with technical assistance, as an IT consultant might do . Pursuant to Article L. 251-4 of the Commercial Code, if the EIG has a commercial purpose, it may habitually and primarily engage in all acts of commerce on its own behalf and, since the law of 13 June 1989, hold a commercial lease .

Furthermore, the EIG develops an economic activity that is related to that of its members and makes it liable for the related social security contributions, even if it is composed of legal entities under public law . An activity falls within the purpose of the grouping, even if it is not expressly mentioned in its constitutive contract, when it is intended to facilitate the economic activity of its members and to improve or increase the results of this activity . However, any economic activity carried out on behalf of third parties is not sufficient to characterize an EIG, even de facto: it is still necessary for its beneficiaries to have expressed the need to establish a legal structure ensuring its operation, coherence, and sustainability for the future .

The activity of the Economic Interest Grouping (EIG) must finally present an ancillary character compared to that of its members. Therefore, the formation of an economic interest grouping does not in itself imply the transfer to the grouping of employment contracts between its members and their respective staff . Moreover, the EIG that would acquire its own means of operation would step outside the strict framework of a cooperation element intended to facilitate or develop the economic activity of the companies holding its shares, in the continuation of which it must imperatively be situated, and would become, according to case law, a de facto company . Since its activity can only have an ancillary character compared to that of its members, the EIG necessarily borrows from them the professional nature of their activity and can therefore claim the benefit of Article 57 A of the law of 23 December 1986 relating to the lease of premises used exclusively for professional purposes . Conversely, even if composed of companies all belonging to the agricultural sector, the EIG whose activity is purely administrative cannot benefit from advantages reserved for agricultural enterprises . Finally, a clause that prohibits a member of the EIG from practicing their profession independently of the grouping constitutes an obstacle to the freedom of exercise of the latter contrary to the mandatory provisions of Article L. 251-1 of the Commercial Code, according to which EIGs can only aim to facilitate or develop the economic activity of their members, and not to constrain them, even if its effect is limited to practice in the premises made available, as long as the opening of a secondary office is subject to restrictive conditions and is not customary in the sector concerned .

If the purpose of the Economic Interest Grouping is not to make profits for itself, this rule does not prevent part of the results from its activities from being reserved in the accounts of the grouping for the purposes of achieving its legal object . Consequently, its members may validly decide to deduct 2% of the year-end rebates paid by suppliers to create a reserve intended to cover operating expenses .

Cass. com., 7 February 1989, LawLex202300010227JBJ.

Cass. com., 13 November 2003, LawLex202300009673JBJ.

Cass. 2e civ., 4 May 2004, LawLex202300009674JBJ.

Cass. com., 6 June 1977, LawLex202300010270JBJ.

Cass. com., 7 January 1997, LawLex202300009854JBJ.

Cass. soc., 14 June 1978, LawLex202300010078JBJ; 20 November 1991, LawLex202300009849JBJ.

Paris, 30 May 2008, LawLex202300010324JBJ.

CA Paris, 5 March 2003, LawLex202300010327JBJ.

Cass. 2e civ., 17 March 2010, LawLex202300010079JBJ.

CA Bordeaux, 26 October 2022, LawLex202300010325JBJ.

CA Lyon, 16 March 2017, LawLex202300010323JBJ.

Cass. com., 6 May 2014, LawLex202300009672JBJ.

Cass. 1re civ., 12 January 1994, LawLex202300010271JBJ.

Paris, 9 December 1987, LawLex202400000239JBJ.

Paris, 29 November 2016, LawLex202300009780JBJ, holding that an association whose activity is the purchase and resale of fruits and vegetables falls under the jurisdiction of the commercial court even if it is composed of farmers. - Cf. similarly, a contrario, Paris, 9 December 1987, LawLex202400000239JBJ, holding that the merchant status of the members of an Economic Interest Grouping (GIE) who created it to facilitate their activities has no influence on the nature of the association.

Paris, 20 December 2023, LawLex202400000076JBJ.

Cass. com., 15 June 2010, LawLex202200007518JBJ.

CA Paris, 13 November 1996, LawLex202400000232JBJ.

Cf. before this law, Cass. 3e civ., 22 January 1980, LawLex202400000086JBJ, excluding the possibility of holding a commercial lease.

Company Law (en cours)

636. Purpose of the Economic Interest Grouping

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636. Purpose of the Economic Interest Grouping

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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