The
Governments of the Member States of the Organization
of American States, desirous of concluding a convention
on conflicts of laws concerning commercial companies,
have agreed as follows:
Article
1:
This
Convention shall apply to commercial companies constituted
in any of the States Parties.
Article
2:
The
existence, capacity, operation and dissolution of commercial
companies shall be governed by the law of the place
where they are constituted.
The
expression "law of the place where they are constituted"
shall be understood to mean the law of the State where
the formal and substantive requirements for the establishment
of commercial companies are fulfilled.
Article
3:
Commercial
companies duly constituted in one State shall be recognized
as of course in the other States.
Recognition
as of course does not preclude the power of the State
in which it is sought to require proof of existence
of commercial companies in accordance with the law of
the place where they were constituted.
In
no case may the recognized capacity of commercial companies
constituted in one State be greater than the capacity
granted by the law of the State of recognition to commercial
companies constituted under the law of that State.
Article
4:
For
the direct and indirect performance of the acts incident
to their purpose, commercial companies shall be subject
to the law of the State in which they perform them.
The
same law shall govern the control that a company doing
business in one State obtains over a commercial company
constituted in another State.
Article
5:
Companies
constituted in one State that intend to establish the
real headquarters of their central administration in
another State may be required to fulfill the requirements
established in the laws of that State.
Article
6: For
the performance of acts directly or indirectly incident
to their purpose commercial companies constituted in
one State shall be subject to the judicial or administrative
authorities of the State where they perform such acts.
Article
7: The
law declared applicable under this Convention may be
refused application in the territory of any State that
considers it manifestly contrary to its public policy
(ordre public).
Article
8:
This
Convention shall be open for signature by the Member
States of the Organization of American States.
Article
9: This
Convention is subject to ratification. The instruments
of ratification shall be deposited with the General
Secretariat of the Organization of American States.
Article
10: This
Convention shall remain open for accession by any other
State. The instrument of accession shall be deposited
with the General Secretariat of the Organization of
American States.
Article
11: Each
State may, at the time of signature, ratification, or
accession, make reservations to this Convention provided
that each reservation concerns one or more specific
provisions and is not incompatible with the object and
purpose of this Convention.
Article
12: This
Convention shall enter into force on the thirtieth day
following the date of deposit of the second instrument
of ratification. For each State ratifying or acceding
to the Convention after the deposit of the second instrument
of ratification, the Convention shall enter into force
on the thirtieth day after deposit by such State of
its instrument of ratification or accession.
Article
13:
If
a State Party has two or more territorial units in which
different systems of law apply in relation to the matters
dealt with in this Convention, it may, at the time of
signature, ratification or accession, declare that this
Convention shall extend to all its territorial units
or only to one or more of them.
Such
declaration may be modified by subsequent declarations,
which shall expressly indicate the territorial units
to which the Convention applies. Such subsequent
declarations shall be transmitted to the General Secretariat
of the Organization of American States, and shall become
effective thirty days after the date of their receipt.
Article
14: This
Convention shall remain in force indefinitely, but any
of the States Parties may denounce it. The instrument
of denunciation shall be deposited with the General
Secretariat of the Organization of American States.
After one year from the date of deposit of the instrument
of denunciation, the Convention shall no longer be in
effect for the denouncing State, but shall remain in
effect for the other States Parties.
Article
15:
The
original instrument of this Convention, the English,
French, Portuguese and Spanish texts of which are equally
authentic, shall be deposited with the General Secretariat
of the Organization of American States, which will forward
an authenticated copy of the text to the Secretariat
of the United Nations for registration and publication
in accordance with Article 102 of this Charter.
The General Secretariat of the Organization of American
States shall notify the Member States of that Organization
and the States that have acceded to the Convention of
the signatures, deposits of instruments of ratification,
accession, and denunciation, as well as of reservations,
if any. It shall also transmit the declarations
referred to in Article 13 of this Convention.
IN
WITNESS WHEREOF the undersigned Plenipotentiaries, being
duly authorized thereto by their respective Governments,
have signed this Convention.
DONE
AT MONTEVIDEO, Republic of Uruguay, this eighth day
of May, one thousand nine hundred and seventy-nine.