CIDIP: This Convention was adopted at the Third Inter-American Specialized Conference on Private International Law (CIDIP-III), held in La Paz, Bolivia - May 1984.  

Ratifications: To date, the following countries have ratified this Convention: [click here] 

Objective: This Convention establishes a framework for conflicts of law solutions concerning personality and capacity of juridical persons (legal entities) in private international law.  

Summary: This Convention, which defines juridical persons as any entity having its own existence and being responsible for its own actions separately and distinctly from those of its members or organizers, establishes the place of creation or incorporation as the place of contact for such persons. . With regard to matters related to the existence, rights, obligations, operation, dissolution and merger of private juridical persons, the Convention establishes the law of the place of  creation or incorporation as the applicable law.  With regard to the performance of acts within the purposes for which a private juridical person was created or incorporated, the Convention establishes the law of the place in which such acts are performed as the applicable law. In addition, the Convention establishes that juridical persons created or incorporated in one State shall be recognized by operation of law in the other States parties to this Convention. However, such recognition law does not exclude the right of a State Party to require proof of the existence of a juridical person in accordance with the law of the place of its creation or incorporation. 

When a juridical entity intends to establish its actual administrative headquarters in a State other than the State of its creation or incorporation, such entity may be required to satisfy the requirements stipulated in the legislation of that latter State.  This Convention also establishes that juridical persons created or incorporated under the public law of such state enjoy the status of a private juridical person by operation of law and may acquire rights and undertake obligations in the territory of other States party to the Convention, subject, however, to the restrictions stipulated in its own laws and in the laws of the other States, especially with regard to legal acts relating to property rights, without prejudice to their invoking immunity from jurisdiction, where appropriate. This rule applies by analogy to international juridical persons created or incorporated in accordance with an international agreement between States Parties or a resolution of an international organization.  Finally, the Convention establishes that the law declared applicable by this Convention may not be applied in the territory of a State Party that considers it manifestly contrary to its public policy.