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.