Members

Membership is at the heart of a UK Economic Interest Grouping (UKEIG). Unlike traditional companies, which have shareholders or partners, a UKEIG is built around a cooperative relationship between its members, each of whom contributes to and benefits from the grouping’s activities.

Membership comes with both privileges and responsibilities, including a unique level of legal liability. Understanding who can become a member, how members are added or removed, and what rights and obligations come with membership is essential for anyone considering joining or forming a UKEIG.

Who Can Be a Member?

A wide range of individuals and entities can become members of a UKEIG, provided they are engaged in some form of economic activity. This includes:

  • Private limited companies (Ltd)

  • Public limited companies (Plc)

  • Sole traders

  • Partnerships

  • Charities (if engaged in economic activity)

  • Universities and public sector bodies

  • Individuals acting in a professional or commercial capacity

There is no requirement that all members be UK-based, but the UKEIG itself must have its official seat (registered address) in the United Kingdom. International members are permitted, although the UKEIG will not have legal recognition in the EU as an EEIG would.

Minimum and Maximum Requirements

A UKEIG must have at least two members at all times. There is no statutory maximum, although in practice groupings tend to be small to medium in size to maintain manageable governance and coordination.

There is also a restriction on size in terms of personnel—the grouping may not employ more than 500 employees. This keeps UKEIGs focused on cooperation rather than large-scale enterprise.

Types of Members

All members are considered equal in terms of legal liability, but their roles may differ depending on the structure agreed in the formation contract. Common distinctions include:

  • Active members, who participate in day-to-day decision-making or operational delivery

  • Silent members, who contribute financially or strategically but take a backseat in operations

  • Institutional members, such as local authorities or universities, who participate for public or collaborative purposes

The formation contract should outline each member’s role, financial contribution, voting rights, and the procedures for decision-making.

Rights of Members

Membership of a UKEIG brings with it several important rights:

  • Participation in governance – Members have a voice in major decisions, typically through voting rights set out in the formation contract.

  • Access to information – Members are entitled to view financial records, minutes of meetings, and any other operational documents.

  • Share in benefits – While the UKEIG cannot make a profit for itself, members share in any surplus or cost savings resulting from the grouping’s activities.

  • Control over membership changes – Existing members usually have the right to approve or reject new members or changes to the grouping structure.

These rights ensure that the UKEIG remains accountable to its members and operates with transparency and fairness.

Responsibilities of Members

Alongside rights, members also take on significant responsibilities:

  • Financial contributions – Members must pay any agreed subscriptions, fees, or other financial commitments in full and on time.

  • Compliance – Members are expected to help ensure that the UKEIG complies with its legal obligations, including filings and record-keeping.

  • Joint and several liability – Perhaps the most important point: members are personally liable for the UKEIG’s debts. This means that if the grouping cannot pay what it owes, each member may be held responsible for the full amount.

This shared liability underlines the importance of trust, transparency, and sound financial management within the grouping.

Adding and Removing Members

Changes to membership must be filed with Companies House using the appropriate forms:

  • Form EE MP01 – Appointment of a new member

  • Form EE MP02 – Cessation of a member

The process for accepting new members or removing existing ones should be clearly outlined in the formation contract. Most UKEIGs require unanimous or majority consent for such changes.

Members may leave voluntarily, be removed for breach of contract, or withdraw after completing a specific project or phase of activity.

Member Liability

One of the most distinctive features of a UKEIG is joint and several liability. Unlike shareholders in a limited company, members of a UKEIG do not enjoy limited liability. Instead, they are legally responsible for the grouping’s debts, either individually or collectively.

This means that:

  • Creditors can pursue one member for the full amount owed

  • Members may have to cover another member’s share if that member cannot pay

  • Liability persists for a time even after a member leaves, in relation to obligations incurred during their membership

Because of this, careful due diligence, risk assessment, and ongoing financial oversight are vital when joining or operating a UKEIG.

Member Agreements

While the formation contract serves as the central legal document, many UKEIGs also draft a separate members’ agreement to:

  • Clarify internal procedures

  • Define dispute resolution mechanisms

  • Set expectations for performance and communication

  • Allocate responsibilities for specific tasks or projects

This internal agreement, though not publicly filed, can help reduce ambiguity and protect members from future misunderstandings.

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