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  Inter-American convention on conflicts of laws concerning commercial companies
  » Summary

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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".

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