Convention Concerning the Recognition of the Legal Personality of Foreign Companies, Associations and Institutions

(This Convention was drawn up in French only.)

(Concluded 1 June 1956)

The signatory States of this Convention;

Desiring to establish common provisions concerning the recognition of the legal personality of foreign companies, associations and foundations;

Have resolved to conclude a Convention to this effect and have agreed on the following provisions:

First article

Legal personality acquired by a company, association or foundation under the law of the Contracting State in which the registration or publicity formalities have been completed and where the registered office is situated shall be recognized as of right in The other Contracting States, provided that it includes, in addition to the capacity to institute legal proceedings, at least the capacity to possess property and to conclude contracts and other legal acts.

Legal personality acquired without formality of registration or publicity will, under the same condition, be recognized as of right if the company, association or foundation has been constituted according to the law which governs it.

Article 2

However, personality acquired in accordance with the provisions of article 1 may not be recognized in another Contracting State, the law of which takes into account the actual place of residence, if that place is considered to be situated in its territory.

Personality may not be recognized in another Contracting State, the law of which takes into account the actual place of residence, if that place is deemed to be in a State whose law also takes account of it.

The company, association or foundation shall be deemed to have its actual place of business at the place where its central administration is established.

The provisions of paragraphs 1 and 2 shall not apply if the company, association or foundation transfers its place of business in a State which grants the personality without taking that seat into consideration within a reasonable time.

Article 3

Continuity of personality shall be recognized in all Contracting States in the event of the transfer of the registered office of one of the Contracting States to another State if such continuity is recognized in the two States concerned.

The provisions of paragraphs 1 and 2 of Article 2 shall not apply if, within a reasonable time, the company, association or foundation transfers its registered office to the State in which the registered office is situated.

Article 4

The merger between companies, associations or foundations which have acquired personality in the same Contracting State in that State shall be recognized in the other Contracting States.

The amalgamation of a company, association or foundation which has acquired personality in one of the Contracting States with a company, association or foundation which has acquired personality in another Contracting State shall be recognized In all Contracting States, if recognized in the States concerned.

Article 5

The recognition of legal personality implies the capacity attached to it by the law, by virtue of which it was acquired.

However, the rights which the law of the receiving State does not grant to societies, associations and foundations of the corresponding type may be refused.

The recognition State may also regulate the extent of the capacity to own property in its territory.

The personality will in any case carry the capacity to sue, either as plaintiff or defendant, in accordance with the laws of the territory.

Article 6

The societies, associations and foundations to which the law which governs them does not grant personality, shall have in the territory of the other Contracting States the legal status conferred on them by that law, in particular, Ester litigation and relations with creditors.

They will not be entitled to more favorable legal treatment in the other contracting States, even if they satisfy all the conditions which ensure the enjoyment of personality in those States.

However, the rights which the law of these States does not grant to societies, associations and foundations of the corresponding type may be refused.

These States may also regulate the extent of the capacity to own property in their territory.

Article 7

Admission to the establishment, operation and, in general, the permanent exercise of social activity in the territory of the State of recognition shall be governed by the law of that State.

Article 8

In each Contracting State the application of the provisions of this Convention may be rejected on grounds of public policy.

Article 9

Each Contracting State may, by signing, ratifying or acceding to this Convention, reserve the right to limit the scope of its application as provided in article 1.

The State which has availed itself of the right provided for in the preceding paragraph shall not be entitled to the application of the present Convention by the other Contracting States in respect of the categories which it has excluded.

Article 10

This Convention shall be open for signature by the States represented at the Seventh Session of the Hague Conference on Private International Law.

It shall be ratified and the instruments of ratification deposited with the Ministry of Foreign Affairs of the Netherlands.

A deposit of instruments of ratification shall be drawn up, a certified copy of which shall be transmitted through diplomatic channels to each of the signatory States.

Article 11

This Convention shall enter into force on the sixtieth day following the deposit of the fifth instrument of ratification provided for in the second paragraph of Article 10.

For each signatory State ratifying the Convention subsequently, it shall enter into force on the sixtieth day following the date of the deposit of its instrument of ratification.

Article 12

This Convention shall apply automatically to the metropolitan territories of the Contracting States.

If a Contracting State desires it to enter into force in all other territories or in such other territories the international relations of which are assured by it, it shall notify its intention to that effect by an instrument which shall be deposited with the Ministry of Foreign Affairs From the Netherlands. The latter shall send, through the diplomatic channel, a certified copy to each of the Contracting States. This Convention shall enter into force for these territories on the sixtieth day after the date of the deposit of the above mentioned instrument of notification.

It is understood that the notification provided for in paragraph 2 of this article shall not be effective until after the entry into force of this Convention by virtue of the first paragraph of Article 11 thereof.

Article 13

Any State not represented at the Seventh Session of the Hague Conference on Private International Law may accede to this Convention.

The instruments of accession shall be deposited with the Ministry of Foreign Affairs of the Netherlands.

The latter shall send, through the diplomatic channel, a certified copy to each of the Contracting States.

Accession shall have effect only in the relations between the acceding State and the States which shall not raise objections within six months from the date of such communication.

It is understood that the deposit of the Act of Accession may take place only after the entry into force of this Convention under the first paragraph of Article 11.

Article 14

The present Convention shall have a duration of five years from the date indicated in the first paragraph of Article 11 of this Convention. This term will begin to run from that date, even for States which have ratified or acceded to it later.

The Convention shall be tacitly renewed for five years in five years, unless denounced.

The denunciation shall be notified to the Ministry of Foreign Affairs of the Netherlands at least six months before the expiry of the term, which shall inform all the other Contracting States.

The denunciation may be limited to the territories or to some of the territories indicated in a notification made under the second paragraph of Article 12.

The denunciation shall have effect only with respect to the State which has notified it. The Convention shall remain in force for the other Contracting States.

In witness whereof the undersigned, being duly authorized thereto by their respective Governments, have signed this Convention.

Done at The Hague this first day of June, 1956, in a single copy, which shall be deposited in the archives of the Government of the Netherlands, and a certified copy of which shall be transmitted through diplomatic channels to each of the States represented at Seventh Session of the Hague Conference on Private International Law.

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