Structure

A UK Economic Interest Grouping (UKEIG) has a distinctive legal and organisational structure designed to support collaboration without the complexity of forming a traditional company. The structure of a UKEIG reflects its purpose as a flexible, not-for-profit vehicle for joint economic activity among its members.

Unlike companies with hierarchical management and shareholder models, a UKEIG operates on the basis of shared participation, transparency, and mutual benefit. It combines a legal personality with a decentralised governance framework, giving members the autonomy to design internal arrangements that suit their joint objectives.

Legal Status

A UKEIG is a body corporate with separate legal personality, meaning it can:

  • Enter into contracts in its own name

  • Own and manage assets

  • Employ staff (within limits)

  • Be held accountable through legal proceedings

Despite this corporate status, a UKEIG is not a company or partnership. It is a unique legal form with its own rules, largely derived from the Companies (UK Economic Interest Grouping) Regulations 1989.

A key distinction is that members of a UKEIG remain jointly and severally liable for its debts and obligations, regardless of the internal structure or voting rights.

Formation Contract

The core of any UKEIG’s structure is its formation contract, a legally binding agreement signed by all founding members. This document serves as the grouping’s constitution and must be submitted to Companies House upon registration.

The formation contract typically outlines:

  • The grouping’s official name and registered UK address

  • Its stated purpose and permitted activities

  • Details of the founding members

  • Rules for admission or removal of members

  • Voting procedures and decision-making mechanisms

  • Management structure and appointment of managers

  • Financial arrangements, including member contributions and cost-sharing

While the law sets certain minimum requirements, the formation contract can be tailored to the needs of the grouping, giving members a high degree of control over how they organise their affairs.

Members and Their Role

At the centre of the UKEIG structure are the members, who form the legal and operational backbone of the grouping. A minimum of two members is required, and they may be:

  • Companies

  • Partnerships

  • Individuals

  • Public bodies

  • Charities (if engaged in economic activity)

Members are responsible for setting the strategic direction, making key decisions, and contributing resources. Depending on the formation contract, all members may have equal voting rights, or votes may be weighted according to financial contribution or level of involvement.

Members also share liability for the grouping’s debts, meaning that their role goes beyond oversight—they are directly invested in the UKEIG’s performance and governance.

Managers

A UKEIG must appoint at least one manager, although more may be appointed if required. Managers may or may not be members of the grouping. Their responsibilities include:

  • Day-to-day administration and operations

  • Implementing decisions agreed by the members

  • Representing the UKEIG in legal and commercial matters

  • Ensuring compliance with filing and reporting obligations

The appointment of managers is formalised through a resolution and must be registered with Companies House using Form EE AP01. Removal or resignation of a manager is also reported via Form EE TM01.

Managers are not liable for the grouping’s debts unless they are also members, but they do carry significant responsibility for its legal compliance and operational integrity.

Voting and Decision-Making

The internal decision-making structure of a UKEIG is defined in the formation contract. Decisions are typically made by:

  • Majority vote

  • Unanimous vote (for fundamental matters such as adding or removing members)

  • Weighted voting, where votes reflect financial contributions or defined roles

The formation contract should also include provisions for:

  • Quorum requirements for meetings

  • How and when meetings are held

  • Procedures for resolving disputes or deadlock

This flexible governance structure allows members to operate in a way that suits their joint project or objectives, whether that be consensus-driven or more structured.

Registered Office

Every UKEIG must have a registered office address in the United Kingdom. This serves as the official seat of the grouping and must be capable of receiving formal correspondence, legal notices, and government communications.

Changes to the registered address must be filed with Companies House using Form EE AD01. The address must appear on all official stationery, websites, and legal documents.

Staffing and Operations

While a UKEIG may employ staff to help deliver its activities, it is subject to a strict cap of 500 employees. This restriction reinforces the grouping’s role as a cooperative facilitator, rather than a fully operating commercial business.

The grouping may also hold assets, lease property, open bank accounts, and enter into contracts in its own name—functions that support its operational autonomy.

Internal Rules and Agreements

Many UKEIGs supplement their formation contract with additional internal rules or a members’ agreement. These may address:

  • Roles and responsibilities of each member

  • Confidentiality and intellectual property

  • Financial procedures and reporting

  • Exit strategies and dispute resolution

Such agreements, while not required by law, are highly recommended to ensure smooth operation and long-term cooperation.

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