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.
Convention shall apply irrespective of specific conventions
covering special classes of juridical persons.
2: 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.
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.
3: 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.
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.
4: 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.
6: 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
7: 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,
8: 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
9: 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 (ordre public).
This Convention shall be open for signature
by the Member States of the Organization of American
11: This Convention is subject to ratification.
The instruments of ratification shall be deposited with
the General Secretariat of the Organization of American
12: 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.
13: Each State may, at the time of signature, ratification
or accession, make reservations to this Convention,
provided that each reservation concerns one or more
14: This Convention shall enter into force on the
thirtieth day following the date of deposit of the second
instrument of ratification.
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.
15: 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.
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.
16: 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.
17: 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.
WITNESS WHEREOF, the undersigned Plenipotentiaries,
being duly authorized thereto by their respective
Governments, have signed this Convention.
AT LA PAZ, Republic of Bolivia, this twenty—fourth day
of May, one thousand nine hundred and eighty—four.