CIDIP:
This
Convention was adopted at the Second Inter-American
Specialized Conference on Private International Law (CIDIP-II),
held in Montevideo, Uruguay, May 1979.
Ratifications:
To date, the following countries have ratified this
Convention: [click
here]
Objective:
This
Convention is aimed at solving conflicts of law
concerning commercial companies through the
determination of the applicable law.
Summary:
This
Convention applies
to
commercial companies (business entities) incorporated in
any State party.
The Conventions
establishes that the law of the place where the entity
is incorporated governs existence, capacity, operation
and dissolution. The Convention also provides for the
"extraterritorial recognition" of commercial
companies. However, such recognition does not preclude
the State in which recognition is sought to require
proof of existence of commercial companies.
In addition, recognition and capacity of
commercial companies constituted in one State may in no
way exceed the capacity granted by the law of the State
of recognition. Furthermore, the Convention governs a
commercial companies' extraterritorial activity and
makes it subject to the to the law of the State in which
the relevant acts
take place—a rule that extends to affiliate and
subsidiary entities.
The Convention also provides that companies
incorporated in one State, that intend to establish the
real headquarters of their central administration in
another, may be required to comply with the laws of the
latter.
Finally, this Convention incorporate the rules of
previous instruments subjecting litigation resulting
from an entity’s business purpose to territorial
jurisdiction.*
*
Summary based on article:
"Resultados
de la Segunda Conferencia Especializada Interamericana
sobre Derecho Internacional Privado (CIDIP - II)"
Tatiana B. De Maekelt in "Curso de Derecho
Internacional, Vol. I".