Complementary Grouping of Companies (ACE)

The Complementary Grouping of Companies, commonly known as an ACE (Agrupamento Complementar de Empresas), is a legal structure that allows two or more companies to cooperate with one another while retaining their own autonomy and identity.

This solution can be especially useful when several entities wish to develop a common project, share resources, reduce costs or respond jointly to certain market opportunities, without having to resort to a merger, acquisition or the incorporation of a traditional commercial company.

The rationale of the ACE: cooperating without losing autonomy

The purpose of the ACE is to improve the conditions for carrying out, or the results of, its members’ economic activities.

In practice, it makes it possible to create a common structure supporting the activity of the participating companies, while each of them retains its legal personality, internal organisation and business independence. It may be used, for example, for joint purchasing, the sharing of administrative or technical services, logistics, research and development, internationalisation, tender applications or the integrated provision of services.

When does it make sense to set up an ACE?

Setting up an ACE may be appropriate when companies wish to cooperate in a stable and organised way, but without creating a heavier corporate structure.

This structure makes it possible to establish common rules for the operation of the collaboration, namely as regards each member’s contributions, responsibilities, decision-making, financing, representation towards third parties, and the entry or exit of participants.

It should be borne in mind, however, that the main purpose of the ACE is not the distribution of profits. Its purpose is, above all, to complement, facilitate or enhance the activity of its members.

Points to bear in mind

Setting up an ACE requires the preparation of a suitable constitutive contract, in which the object of the grouping, the rights and obligations of the members, the rules of internal operation and the applicable liability regime must be clearly defined.

An unclear definition of these aspects may create future difficulties, particularly regarding the apportionment of costs, the representation of the grouping and the relationship between its members.

Conclusion

The ACE can be an effective tool for companies that wish to cooperate, gain scale and share resources without giving up their autonomy.

Its incorporation should, however, be analysed on a case-by-case basis, taking into account the commercial, tax and legal objectives of those involved. VPA is available to provide support in structuring, setting up and reviewing Complementary Groupings of Companies, ensuring the correct legal framework and compliance with the applicable legal obligations.