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extinció

English translation: dissolution

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
Catalan term or phrase:extinció
English translation:dissolution
Entered by: S Ben Price

14:50 Sep 11, 2010
Catalan to English translations [PRO]
Bus/Financial - Business/Commerce (general)
Catalan term or phrase: extinció
This is part of the bylaws of a non-profit association. Any ideas?

"Article 15
1. Els membres de la Junta Directiva exerceixen el càrrec durant un període de 5 anys, sense perjudici que puguin ser reelegits. No obstant, la presidència, les vicepresidències i la secretaria no poden ser exercides per la mateixa entitat més de dues vegades consecutives.
2. El cessament dels càrrecs abans d'extingir-se el termini reglamentari del seu mandat pot esdevenir-se per:
a) extinció en el cas de les jurídiques.
b) renúncia notificada a l’òrgan de govern.
c) separació acordada per l’assemblea general.
d) qualsevol altra que estableixin la llei o els estatuts."
S Ben Price
Spain
Local time: 02:07
dissolution
Explanation:
In answering this we must face the classification challenge: what would be the English/US equivalent of a Catalan ‘associació’ or Spanish ‘asociación’?

Now I will assume that: (a) we are dealing with the Catalan ‘associació’ regulated under the Catalan Law 4/2008, 3rd Book of the Catalan Civil Code (CcC3), and that we need (b) the English Law equivalent

OK, let's go,

(a) Under CcC3 (art. 321-1.1, 311-1, 311-2), ‘associacions’ are not-for-profit artificial persons formed by at least three other persons. They have ‘legal personality’ - the capacity to enter into contracts, to own property and to sue and be sued (even for criminal offences under newly reformed Spanish Criminal Code).

A Catalan ‘associació’ (CA) will be regulated by CcC3 if its operations are conducted mostly within the Catalan territory. Spanish Organic Law 1/2002, on the Right of Association (LO1/02) is subsidiary applicable on matters not regulated by the CcC3. CAs must register with the Catalan Government CA Registry ‘for information purposes’ (questionable, if you ask me). Registered CA’s liability is limited to its assets, though CA managers will be personally liable to CA creditors if they are found guilty of misconduct. CA members could also be found liable in some cases (see art. 312.14 CcC3) but it is hardly the rule, as the powers to bind the CA are vested on (the Board of) managers, and authorised signatories.

Unregistered CA’s promoters, managers or members could be personally liable to CA’s creditors, though this is not crystal clear when reading art. 312-15 CcC3 (in general, this law is very poorly drafted). Under LO1/02 art. 10.4 it is clear that managers and members of unregistered ‘asociaciones’ will be held liable if they acted on behalf of the ‘asociación’.

Therefore we could say that: Registered CA = “limited liability” whereas Unregistered CA = “unlimited liability”

(b) That said, under English law there is no exact equivalent to the CA. What options do we have?

- Unincorporated associations (UA): Certainly not what we need. First of all, they are not artificial persons, thus not having legal personality. UAs cannot enter contracts, incur tort liabilities or commit criminal offences. They share the not-for-profit quality, but this is hardly what we are looking for.
- [General] Partnerships (GP): Still not. Under Partnership Act 1890 a GP is the relation between natural persons carrying on a business in common with a view of profit (collectively a ‘firm’). So it is for profit. It has no legal personality, and every partner is liable jointly with the others for debts of the GP incurred while he is a partner. Death or retirement of a partner is the end of the GP (but the business may continue under another GP).
- Limited Partnerships (LP): Better, but not the same. They are for-profit. They are really uncommon nowadays. Under Limited Partnership Act 1907, LPs consist of no more than 20 persons: 1+ general partners, liable for all debts of the firm, and 1+ limited partners, not liable beyond the amount they contributed when entering the LP. Limited partners don’t take part in the management, and have no power to bind the firm. LPs must be registered, failure to comply would result in the LP being deemed to be a GP and limited partners deemed to be general partners.
- Limited Liability Partnerships (LLP): Not actually a partnership, but a real company, thus for-profit businesses. They must register and file accounts with the Companies House. Liability of members is limited to their contribution.

It appears to me that LPs are closer to CAs than any other legal structure. Let’s see how LPs cease to exist (that’s what ‘extinció’ means): LPs are dissolved in accordance with GP Act s. 32, by expiration or by notice (also bankruptcy, death of a member, Court order, etc). Members then wind up the affairs of the firm and settle down the accounts (but the GP is already dissolved).

The problem here is that CAs do not cease to exist that way, they follow a ‘company style’ procedure:
1st) Dissolució: decission is made by members that the CA should cease to exist, liquidators are appointed.
2nd) Liquidació: liquidators settle down the CA’s businesses and distribute the remaining assets, if any, as required by the CcC3.
3rd) Extinció: notice is given to the Registrar for the CA to be struck off the Register, only then the CA ceases to exist as an artificial person.

Finally, my proposal would be as follows:
Dissolució: winding up
Liquidació: liquidation
Extinció: dissolution



--------------------------------------------------
Note added at 11 hrs (2010-09-12 01:52:19 GMT)
--------------------------------------------------

See:
- English Private Law (2nd edition), Oxford University Press
- Company Secretarial Practice (7th edition), M&E Handbooks
- Black's Law Dictionary (3rd pocket edition), Thomson West

See also:
- Inscripción y personalidad jurídica by Ricardo Cabanas Trejo (2009 Consejo General del Notariado)
Selected response from:

Paul Murga
Peru
Local time: 19:07
Grading comment
Thanks!
4 KudoZ points were awarded for this answer



Summary of answers provided
4 +1dissolution
Paul Murga


  

Answers


10 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +1
dissolution


Explanation:
In answering this we must face the classification challenge: what would be the English/US equivalent of a Catalan ‘associació’ or Spanish ‘asociación’?

Now I will assume that: (a) we are dealing with the Catalan ‘associació’ regulated under the Catalan Law 4/2008, 3rd Book of the Catalan Civil Code (CcC3), and that we need (b) the English Law equivalent

OK, let's go,

(a) Under CcC3 (art. 321-1.1, 311-1, 311-2), ‘associacions’ are not-for-profit artificial persons formed by at least three other persons. They have ‘legal personality’ - the capacity to enter into contracts, to own property and to sue and be sued (even for criminal offences under newly reformed Spanish Criminal Code).

A Catalan ‘associació’ (CA) will be regulated by CcC3 if its operations are conducted mostly within the Catalan territory. Spanish Organic Law 1/2002, on the Right of Association (LO1/02) is subsidiary applicable on matters not regulated by the CcC3. CAs must register with the Catalan Government CA Registry ‘for information purposes’ (questionable, if you ask me). Registered CA’s liability is limited to its assets, though CA managers will be personally liable to CA creditors if they are found guilty of misconduct. CA members could also be found liable in some cases (see art. 312.14 CcC3) but it is hardly the rule, as the powers to bind the CA are vested on (the Board of) managers, and authorised signatories.

Unregistered CA’s promoters, managers or members could be personally liable to CA’s creditors, though this is not crystal clear when reading art. 312-15 CcC3 (in general, this law is very poorly drafted). Under LO1/02 art. 10.4 it is clear that managers and members of unregistered ‘asociaciones’ will be held liable if they acted on behalf of the ‘asociación’.

Therefore we could say that: Registered CA = “limited liability” whereas Unregistered CA = “unlimited liability”

(b) That said, under English law there is no exact equivalent to the CA. What options do we have?

- Unincorporated associations (UA): Certainly not what we need. First of all, they are not artificial persons, thus not having legal personality. UAs cannot enter contracts, incur tort liabilities or commit criminal offences. They share the not-for-profit quality, but this is hardly what we are looking for.
- [General] Partnerships (GP): Still not. Under Partnership Act 1890 a GP is the relation between natural persons carrying on a business in common with a view of profit (collectively a ‘firm’). So it is for profit. It has no legal personality, and every partner is liable jointly with the others for debts of the GP incurred while he is a partner. Death or retirement of a partner is the end of the GP (but the business may continue under another GP).
- Limited Partnerships (LP): Better, but not the same. They are for-profit. They are really uncommon nowadays. Under Limited Partnership Act 1907, LPs consist of no more than 20 persons: 1+ general partners, liable for all debts of the firm, and 1+ limited partners, not liable beyond the amount they contributed when entering the LP. Limited partners don’t take part in the management, and have no power to bind the firm. LPs must be registered, failure to comply would result in the LP being deemed to be a GP and limited partners deemed to be general partners.
- Limited Liability Partnerships (LLP): Not actually a partnership, but a real company, thus for-profit businesses. They must register and file accounts with the Companies House. Liability of members is limited to their contribution.

It appears to me that LPs are closer to CAs than any other legal structure. Let’s see how LPs cease to exist (that’s what ‘extinció’ means): LPs are dissolved in accordance with GP Act s. 32, by expiration or by notice (also bankruptcy, death of a member, Court order, etc). Members then wind up the affairs of the firm and settle down the accounts (but the GP is already dissolved).

The problem here is that CAs do not cease to exist that way, they follow a ‘company style’ procedure:
1st) Dissolució: decission is made by members that the CA should cease to exist, liquidators are appointed.
2nd) Liquidació: liquidators settle down the CA’s businesses and distribute the remaining assets, if any, as required by the CcC3.
3rd) Extinció: notice is given to the Registrar for the CA to be struck off the Register, only then the CA ceases to exist as an artificial person.

Finally, my proposal would be as follows:
Dissolució: winding up
Liquidació: liquidation
Extinció: dissolution



--------------------------------------------------
Note added at 11 hrs (2010-09-12 01:52:19 GMT)
--------------------------------------------------

See:
- English Private Law (2nd edition), Oxford University Press
- Company Secretarial Practice (7th edition), M&E Handbooks
- Black's Law Dictionary (3rd pocket edition), Thomson West

See also:
- Inscripción y personalidad jurídica by Ricardo Cabanas Trejo (2009 Consejo General del Notariado)

Example sentence(s):
  • Dues o més persones jurídiques es poden fusionar per mitjà de l'extinció de les entitats fusionades i la constitució d'una nova persona jurídica

    Reference: http://noticias.juridicas.com/base_datos/Admin/lo1-2002.html...
    Reference: http://civil.udg.es/normacivil/cat/ccc/L4-08.htm
Paul Murga
Peru
Local time: 19:07
Specializes in field
Native speaker of: Native in SpanishSpanish, Native in CatalanCatalan
PRO pts in category: 4
Grading comment
Thanks!

Peer comments on this answer (and responses from the answerer)
agree  Berni Armstrong: A very complete answer that deserves to be expanded into an article - it would be a resource for so many of those of us who don't work this area, but get occasional legal terms to deal with.
7 hrs
  -> Thank you Beni, I am going to consider the article, it was a pleasure to do the research!
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