Mistranslations(?) of socio

Is this really a mistranslation_
“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.


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


Español jurídico: denuncia; querella


In Spain, a denuncia is the report of a crime to the police, a prosecutor or a judge. The alleged offense is then investigated and, if found to have merit, prosecuted. But once a denuncia is made, it is out of the hands of the informant who reported the crime.

In contrast, in a querella the person reporting the crime becomes a party to the proceedings. This is often the public prosecutor, in which case this is known as a querella del Ministerio Fiscal (“criminal complaint filed by the Public Prosecution Service”). But in contrast to Anglo-American criminal procedure, in Spain the victim or, at times, even an ordinary citizen may report a crime and indicate that he intends to enter an appearance as a party to the criminal proceedings, and his lawyer then will prosecute the case alongside the public prosecutor (fiscal).

In that regard, in addition to the powers of the public prosecutor to prosecute criminal offenses on behalf of the state, in Spain the victim or any other private citizen may enter an appearance (personarse) in criminal proceedings in what amounts to a “private prosecution” that is practically unknown or in disuse in Anglo-American jurisdictions. In this context “acusación (or) acusador particular” generally denotes the victim of a crime (or his representative) who files a private criminal complaint, entering an appearance in a criminal proceeding as a private prosecutor. Moreover, persons other than the victim may also enter an appearance in criminal proceedings as private prosecutors if they believe that they have an interest to defend in the matter. In that regard acusación (or) acusador popular denotes a private individual or an association of citizens who file a querella and post a bond (fianza) in order to be admitted as a party to the prosecution of a criminal case. And acusación (or) acusador privado refers to an individual seeking redress for a private offense (delito privado) that may only be prosecuted by the victim and in which the public prosecutor does not intervene.

In summary, denuncia is a “crime report” or the “report of a crime to the police (or other authority),” while in the cases initiated by private individuals querella may perhaps be described as a “private criminal prosecution.” For more on this peculiar Spanish system of allowing private individuals to participate as parties to criminal prosecutions see:

Julio Pérez Gil. “Private Interests Seeking Punishment: Prosecution Brought by Private Individuals and Groups in Spain.” Law & Policy, Volume 25 Issue 2 (April, 2003), pp. 151-172.

Legal Meanings of “book”

Common Words with Uncommon Legal Meanings
In his 1963 work “The Language of the Law,” the eminent legal linguist David Mellinkoff observed that legal discourse often uses “common words with uncommon meanings.” Indeed, in both Spanish and English common words and expressions often take on unexpected meanings when used in legal contexts, and there are many simple, seemingly inoffensive everyday words and expressions that can prompt translation mistakes if their special legal meanings are ignored.  In this section I include some of the presumably simple legal English expressions that my students and translation clients have found most puzzling, along with a selection of legal Spanish terms that may stump translators when initially entering the legal translation field.

book; booking; to book

References to “books” in legal contexts often concern some aspect of accounting (contabilidad). For example, “accounting books” are obviously libros de contabilidad, while “book value” is valor en libros or valor contable. In that regard, “bookkeeping” (literally, llevanza de libros) is a common expression for the recording of accounting information, and “to keep the books” may be expressed as llevar la contabilidad. Thus, a person who keeps accounting records may be referred to as a “bookkeeper,” while the expression “double-entry bookkeeping” (or “double-entry accounting”) refers to the commonly accepted método de contabilidad de partida doble. In that regard, in this context the colloquial expression “to cook the books,” refers to falsifying financial information and is often expressed in Spanish as maquillar las cifras.

In other respects, in the context of securities law “book-entry securities” are valores representados mediante anotaciones en cuenta, and the dematerialized (uncertificated) “book-entry system” is known as sistema de anotaciones en cuenta. Thus Mercado de Deuda Pública en Anotaciones is a reference to Spain’s Government Book-entry Investment Securities Market.

And in criminal law contexts “booking” refers to entry on the police register of information concerning a criminal suspect who is being placed under arrest (fichar al detenido). The booking procedure of an arrestee (procedimiento de fichaje del detenido) typically includes taking his photograph and fingerprints (tomarle la fotografía y las huellas). Thus the expression “he was booked at the police station” means le ficharon en comisaría.

Terminology Sources: Accounting Standards

Terminology Sources

International Accounting Standards (IAS)

International Financial Reporting Standards (IFRS)

For translators who often have to translate texts dealing with International Accounting Standards (IAS) or the International Financial Reporting Standards (IFRS) into Spanish (or vice versa), here are the full English texts side-by-side with their Spanish counterparts, Normas Internacionales de Contabilidad (NIC) and Normas Internacionales de Información Financiera (NIIF) (courtesy of the Official Journal of the EU):





Legal English Expressions with “failure to”

Legal English for Spanish Speakers

My students of legal English sometimes tell me that they find the expressions “failure + verb” (and “to fail + verb)” confusing. Often present in legal texts, they simply express the fact of neglecting to do something, either willingly or otherwise, that may often be legally required. Many times these structures have a synonym in English commencing with “non-,” as in:

  • failure to perform (a contract/an obligation) = nonperformance
  • failure to fulfill (an obligation) = non-fulfillment
  • failure to comply (with conditions) = noncompliance
  • failure to pay (a debt) = nonpayment
  • failure to deliver (goods) = non-delivery
  • failure to use (a trademark) = nonuse
  • failure to accept (the conditions) = non-acceptance
  • failure to conform (to the standards) = nonconformance
  • failure to disclose (required information) = non-disclosure
  • failure to join (an indispensable party) = non-joinder
  • failure to attend (a meeting) = non-attendance
  • failure to appear (at trial) = nonappearance
  • failure to renew (a contract) = non-renewal
  • failure to observe (formalities, the rules, etc.) = nonobservance

It is also interesting to note that many “failure to” expressions are often rendered in Spanish with terms beginning with the prefixes “in-” or “im-”:

  • failure to perform/fulfill/comply (incumplimiento)
  • failure to pay (impago)
  • failure to appear (incomparecencia)
  • failure to attend (inasistencia)
  • failure to observe (inobservancia)
  • failure to act (inacción)

 In conclusion, in addition to the Spanish terms appearing above, “failure to” provides an appropriate translation for many legal Spanish expressions commencing with “falta de” and “omisión de” such as falta de agotamiento de la vía administrativa (failure to exhaust all available administrative remedies); falta (or) omisión de presentación de la declaración de la renta (failure to file a tax return) or omisión del deber de socorro (failure to come to the aid).

False Friends: colegio electoral ; Electoral College

false friends purple
When learning legal terminology in a bilingual context one of the first pitfalls encountered are so-called “false friends,” words or expressions that appear to be cognates, but are actually unrelated in meaning. Many years ago I set about identifying the “Top 40 False Friends in Spanish-English Legal Translation.” As the list grew I had to change the title to “101 False Friends.” In my collection I now have well over that number and will be sharing some of them in this blog. To be fair, many are only partial false friends that may actually be cognates when used in one branch of law, while perhaps qualifying as false friends in another legal practice area. And in some instances the cognate may simply not be the most appropriate rendering in legal contexts.

colegio electoral ; Electoral College

With the upcoming November elections in the US and with two general elections in Spain within the last six months, perhaps this is a good time to take a look at these obvious “false friends.” In current Spanish usage colegio electoral denotes a “polling place” or “polling station”, i.e., the place where voters cast their ballots on election day. In contrast, in the US the Electoral College is a body of electors from each state who every four years elect the President and the Vice President of the United States. By tradition, the US President and Vice President are not elected directly by popular vote, but rather voters in each state elect a given number of electors to the Electoral College who, in turn, then elect the President and Vice President.

Read more here: http://www.archives.gov/federal-register/electoral-college/about.html


Capsule Vocabularies: Principios Contables

ES-EN legal translators (and lawyers and professors) often require a minimum basic vocabulary in a specific area of law, something that they will be hard pressed to find searching word-by-word in a dictionary. (In this case, the “problem” with dictionaries is that they are in alphabetical order.) Blog entries labeled “Capsule Vocabularies” will feature some of the basic terminology lists developed for use by my students of legal English that I hope may also be of interest to translator and interpreter colleagues and other legal professionals.

 Principios contables (Accounting Principles)

Here are some of the basic principles appearing in the Spanish Plan General de Contabilidad:

Principio de empresa en funcionamiento (salvo prueba en contrario, se considerará que la gestión de la empresa continuará en un futuro previsible) Going-concern Principle (unless demonstrated otherwise, it is presumed that the company will continue in operation for the foreseeable future)
Principio de devengo (registro de los efectos de las transacciones o hechos económicos cuando ocurran) Accrual-based Accounting Principle (recognition of the effects of transactions and economic events when they occur)
Principio de uniformidad/continuidad (aplicación en el tiempo del mismo criterio de manera uniforme) Consistent Accounting Methods Principle (uniform application of the same criterion over time)
Principio de prudencia (prudencia en las estimaciones y valoraciones a realizar en condiciones de incertidumbre) Prudence Principle (prudence in estimates and valuations made in uncertain conditions)
Principio de no compensación (salvo que una norma disponga de forma expresa lo contrario, no podrán compensarse partidas de activo y pasivo o de gastos e ingresos) No-netting Principle (unless a rule expressly provides otherwise, items in assets and liabilities or expenses and income may not be set off against each other)
Principio de importancia relativa (admisión de la no aplicación estricta de algunos principios y criterios contables cuando su importancia relativa sea escasamente significativa) Materiality Principle (admission that certain accounting principles and criteria may not be applied strictly when they are relatively immaterial)

Source: Rebecca Jowers. Léxico temático de terminología jurídica español-inglés. Valencia: Tirant lo Blanch, 2015, pp. 917-918.