INTER-AMERICAN CONVENTION ON PERSONALITY AND CAPACITY OF JURIDICAL PERSONS IN PRIVATE INTERNATIONAL LAW
The Governments of the Member States of the Organization of American States, desirous of concluding a convention on personality and capacity of juridical persons in private international law, have agreed as follows:
This Convention shall apply to juridical persons organized in any of the States Parties, juridical person being understood to mean any entity having its own existence and being responsible for its own actions, separately and distinctly from those of its members or organizers, and classified as a juridical person in accordance with the law of the place of its organization.
This Convention shall apply irrespective of specific conventions covering special classes of juridical persons.
The existence, capacity to have rights and obligations, operation, dissolution, and merger of a private juridical person are governed by the law of the place of its organization.
“Law of the place of its organization” means the law of the State Party in which the formal and substantive requirements for the organization of such a person are satisfied.
A private juridical person duly organized in one State Party shall be recognized by operation of law in the other States Parties. Recognition by operation of 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 organization.
The capacity accorded to a private juridical person organized in one State Party may in no case exceed that which the recognizing State Party grants to juridical persons organized under its law.
With respect to the performance of acts within the purposes for which a private juridical person was organized, the law of the State Party in which such acts are performed shall govern.
A private juridical person organized in one State Party that intends to establish its actual administrative headquarters in another State Party may be required to satisfy the requirements stipulated in the legislation of that other State.
If a private juridical person acts through a representative in a State Party other than that in which it was organized, such representative or his substitute shall be deemed able to respond by operation of law to any claims or suits against it arising from such acts.
Each State Party and the other juridical persons organized under the public law of such state shall enjoy the status of a private juridical person by operation of law and may acquire rights and undertake obligations in the territory of the other States Parties, subject to the restrictions stipulated in its own laws and in the laws of the other States Parties, especially with regard to legal acts relating to property rights, without prejudice to their invoking immunity from jurisdiction, where appropriate.
An international juridical person organized in accordance with an international agreement between States Parties or a resolution of an international organization shall be governed by the provisions of the agreement or resolution that established such person and shall be recognized by operation of law as a subject of private law in all the States Parties in the same way as private juridical persons, without prejudice to the right of such person to invoke immunity from jurisdiction where appropriate.
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 (order public).
This Convention shall be open for signature by the Member States of the Organization of American States.
This Convention is subject to ratification. The instruments of ratification shall be deposited with the General Secretariat of the Organization of American States.
This Convention shall remain open for accession by any other State. The instruments of accession shall be deposited with the General Secretariat of the Organization of American States.
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.
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.
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 to only one or more of them.
Such declaration may be modified by subsequent declarations, which shall expressly indicate the territorial unit or 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.
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.
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 shall forward an authenticated copy of its text to the Secretariat of the United Nations for registration and publication in accordance with Article 102 of its 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 provided for in Article 15 of this Convention.
IN WITNESS WHEREOF, the undersigned Plenipotentiaries, being duly authorized thereto by their respective Governments, have signed this Convention.
DONE AT LA PAZ, Republic of Bolivia, this twenty—fourth day of May, one thousand nine hundred and eighty—four.