<МЕЖАМЕРИКАНСКАЯ КОНВЕНЦИЯ О ПРАВОСУБЪЕКТНОСТИ И ПРАВОСПОСОБНОСТИ ЮРИДИЧЕСКИХ ЛИЦ В МЕЖДУНАРОДНОМ ЧАСТНОМ ПРАВЕ> [англ.](Заключена в г. Ла-Пасе 24.05.1984)
ORGANIZATION OF AMERICAN STATES
PERSONALITY AND CAPACITY OF JURIDICAL PERSONS
IN PRIVATE INTERNATIONAL
(La Paz, 24.V.1984)
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.
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
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 (ordre public).
This Convention shall
be open for signature by the Member States of the Organization of American
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
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
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.
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.
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