Mistranslations(?) of socio

“Mistranslations?” includes examples of what I believe may be considered mistranslations that I have encountered over a twenty-five year period while working as a legal translator and teacher of legal English in Spain. Some may be actual mistranslations, while others are perhaps all-too-literal renderings of expressions that may have sufficiently close counterparts (“functional equivalents”) in the other language. Still others are translations that may simply not be accurate in the context in which they originally appeared.

socio

The noun socio has several different meanings in business law contexts and is therefore sometimes a source of translation mistakes. Informally, socio is often used loosely to refer to one’s “colleague” or “business partner,” without implying that the persons in question are actually members of a partnership or other business organization.

Obviously socio may likewise be translated as “partner” when the reference is to a member of an actual partnership. In Spain there are three types of partnership: sociedad (regular) colectiva, often called a sociedad colectiva simple, abbreviated S.R.C. or S.C. (“general partnership”); sociedad comanditaria or sociedad en comandita, abbreviated S. Com. or S. en Com. (“limited partnership”) and sociedad en comandita por acciones, abbreviated S. Com. en A. (“partnership limited by shares”). Examples of expressions in this context in which socio may be accurately rendered as “partner” include socio colectivo (“general partner”); socio comanditario (“limited partner”) and socio gerente (“managing partner”).

Members of a Spanish corporation (sociedad anónima, abbreviated S.A.) are also often referred to as socios. But since S.A.s are not partnerships, socio cannot be translated here as “partner,” but rather would be more accurately rendered as “shareholder,” given that member interests in S.A.s are divided into shares (acciones). For example, socio único denotes the “sole shareholder” of a sociedad anónima unipersonal or S.A.U. (a “single-shareholder corporation”). Thus socios in a sociedad anónima are “shareholders” or “members,” but never “partners.”

Members of a Spanish limited liability company (sociedad de responsabilidad limitada or sociedad limitada, abbreviated S.R.L. or S.L.) are likewise referred to as socios. But once again, since S.L.s are not partnerships, socio cannot be translated here as “partner.” In addition, to distinguish limited liability companies from corporations, by law member interests in S.L.s cannot be called shares (acciones), but rather are known as participaciones. Thus members in a sociedad limitada are never referred to as “shareholders” (accionistas), so perhaps the most appropriate translation for socios of an S.L. is simply “members.” And in this context the expression socio único denotes the “sole member” of a sociedad limitada unipersonal or S.L.U. (a “single-member limited liability company”).

It is unfortunate that socio has been erroneously rendered as “partner” in a much-quoted translation of the 2010 Spanish Corporate Enterprises Act (Ley de Sociedades de Capital) available on the Ministerio de Justicia’s website.* This law governs three of the business entities mentioned above: corporations (sociedades anónimas), limited liability companies (sociedades limitadas) and partnerships limited by shares (sociedades comanditarias por acciones). Only the latter is actually a partnership and, thus, in this context socios may only be correctly translated as “partners” when referring to socios in sociedades comanditarias por acciones. As underscored above, the socios of Spanish corporations are more appropriately “shareholders,” while socios of Spanish limited liability companies may be termed “members.” Unfortunately, in the translation of this law all references to the socios of sociedades limitadas have been rendered as “partners” (See, for example, the reference in Article 331 to “limited liability company partners.”) As indicated above, in this context “members” would be the appropriate term. And “members” would likewise be an appropriate generic rendering when referring collectively to socios in all three of the business entities governed under the Corporate Enterprises Act.

In summary, in addition to often referring informally to a “business colleague (or) partner,” socio may denote a “partner” in any of the three types of Spanish partnership, a “shareholder” in a corporation or a “member” of a limited liability company. Thus the correct translation of the term will depend on the type of business entity to which the socio belongs.

* http://www.mjusticia.gob.es/cs/Satellite/Portal/es/servicios-ciudadano/documentacion-publicaciones/publicaciones/traducciones-derecho-espanol

 

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