Terminology of Spanish Business Vehicles

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There is often much confusion in the translation of the five principal types of Spanish “business vehicles” (formas jurídicas de la empresa). The simplest form of business entity in which a person goes into business for himself is the empresa individual, tantamount to the “sole proprietorship” in the United States. The owner is known as an empresario (or) comerciante individual, called “sole proprietor” in the US and “sole trader” in  the UK.

A second type of business entity includes three forms of sociedades personalistas (a generic term for “partnerships”), including the sociedad colectiva or S.C. (also called sociedad regular colectiva, or S.R.C.), which is a “general partnership;” the sociedad comanditaria (simple), or S. Com. (also known as a sociedad en comandita or S. en Com.), which is a “limited partnership;” and the sociedad comanditaria por acciones, or S. Com. p. A., a hybrid “partnership limited by shares” that has some of the features of a sociedad anónima. In sociedades colectivas (“general partnerships”) all partners (called socios colectivos) are “general partners,” sharing management duties and having unlimited joint and several liability, unless the partnership agreement provides otherwise. In addition to the general partners, sociedades comanditarias likewise have socios comanditarios (“limited partners”) whose libility is limited to the amount of their contributions to the partnership, but who have no management rights. Sociedades comanditarias por acciones have at least one general partner (socio colectivo) in addition to the other socios who may be called accionistas (“shareholders”), given that partner interests in this type of entity are divided into shares (acciones).

The sociedad de responsabilidad limitada or S.R.L. (also termed simply sociedad limitada, or S.L.) is Spain’s “limited liability company,” while the sociedad anónima, or S.A. is a “corporation.” (In British English they may perhaps be described respectively as a “private limited company” and a “public limited company.”) The three principal differences between a sociedad limitada and sociedad anónima may be summarized as follows (there are quite a few more):

Sociedad Limitada (S.L.)

Sociedad Anónima (S.A.)

owner interests are known as participaciones, and cannot by law be called acciones (shares) nor can they be publicly traded owner interests are called acciones (shares) and may (or may not be) publicly traded
minimum capital is €3,000 that must be fully subscribed and paid up when the company is formed minimum capital is €60,000 that must be fully subscribed and 25% paid up upon incorporation (higher minimums may be required of certain types of entity such as banks and insurance companies)

 

 may not issue bonds or other securities may issue bonds and other securities

Both sociedades limitadas and sociedades anónimas may be formed by a single member under the names sociedad limitada unipersonal or S.L.U. (a “single-member limited liability company”) and sociedad anónima unipersonal or S.A.U. (a “sole shareholder corporation”). Both S.L.s and S.A.s may likewise be partially employee owned, and will operate as either a sociedad limitada laboral or S.L.L. (“employee-owned limited liability company”) or a sociedad anónima laboral or S.A.L. (“employee-owned corporation”). Corporations whose shares are traded on a stock market are known as sociedades anónimas cotizadas.

Other, perhaps less common forms of doing business in Spain include:

  • sociedades profesionales (“professional entities”)
  • sociedades cooperativas (“cooperatives;” “co-ops”)
  • agrupaciones de interés económico (“economic interest groupings”)
  • uniones temporales de empresas (“temporary business alliances”)
  • asociaciones (“associations”)
  • fundaciones (“foundations”)

 

Legal English Terms Ending in “-OR” and “-EE”

Legal English for Spanish Speakers

English terms ending in the suffixes “–OR” and “–EE” are sometimes a source of confusion for Spanish speakers. “-OR” (and sometimes “-ER”) is the active-agent noun suffix (lessor—one who leases property; indorser—one who indorses a negotiable instrument). As Bryan Garner* has noted the “–EE” suffix originally had an inherently passive sense as the “one who is acted upon” (acquitee—one who is acquitted; arrestee—one who is arrested). Another common usage of the “-EE” suffix has a dative sense, acting as the passive agent noun for an indirect object (grantee—one to whom property is granted; indorsee—one to whom a negotiable instrument is indorsed; lessee—one to whom property is leased). But other uses have developed in which words ending in “–EE” do not have a passive sense at all (asylee—one who seeks asylum; escapee—one who escapes).

In Spanish “–OR” words often (but not always) end in “–OR,” “–ANTE,” “–ENTE,” or “-ISTA,” while “–EE” words often end in “-ADO,” “–ARIO” or “–ORIO.” There are no sure-fire rules, and for Spanish-speaking lawyers who use English and translators of legal texts it may be useful to simply memorize the corresponding Spanish “–OR” and “–EE” pairs.

I am sharing below the English pairs that I believe are most commonly used in legal contexts, along with a possible Spanish translation for each. Most are in common usage, some less so. Some are “-OR”/”-EE” pairs; others don’t have both forms.

  •  abortionist—abortista; abortee—abortada
  • adopter—adoptante; adoptee—adoptado
  • appellant—recurrente/apelante; appellee—recurrido/apelado
  • appointee—nombrado; nominado
  • acquitee—absuelto (proceso penal)
  • assignor—cedente; assignee—cesionario
  • attendee—asistente (a una reunion, etc.)
  • breacher—parte incumplidora; breachee—parte cumplidora (breach of contract)
  • briber—cohechador activo/sujeto activo del cohecho; bribee—cohechador pasivo/sujeto pasivo del cohecho
  • designator—persona que designa; designee—designado
  • devisor—testador que lega bienes inmuebles; devisee—legatario de bienes inmuebles
  • donor—donante; donee—donatario
  • electee—elegido
  • employer—empleador; employee—empleado
  • escapee—fugado
  • evacuee—evacuado
  • evictee—desahuciado
  • franchisor—franquiciador; franchisee—franquiciado
  • garnishee—pagador de sueldo o pensión embargados
  • indictee—acusado (by indictment)
  • indorser—endosante; indorsee—indosatario**
  • internee—internado
  • kidnapee—secuestrado
  • legatee—legatario
  • lessor—arrendador; lessee—arrendatario
  • licensor—licenciante; licensee—licenciatario
  • mortgagor—deudor hipotecario; mortgagee—acreedor hipotecario
  • murderer—asesino; murderee—asesinado
  • nominee—nominado
  • obligor—deudor; obligee—acreedor
  • offeror—oferente; offeree—destinatario de la oferta
  • parolee—liberado condicional
  • patentor—autoridad que concede patentes; patentee—titular de la patente
  • payor—pagador; payee—cobrador; beneficiario del pago/de la prestación
  • pledgor—deudor pignorante; pledgee—acreedor pignoraticio
  • promisor—promitente; promisee—promisario
  • subrogor—acreedor originario; subrogee—subrogado
  • transferor—transmitente; transferee—adquirente
  • vendor—vendedor; vendee—comprador
  • vestee—beneficiario de derechos consolidados (vested rights)

*Bryan Garner. “Garner’s Dictionary of Legal Usage.” Oxford University Press (3rd ed.), 2011, p. 206-307.

**In British English “indorser” and “indorsee” are spelled “endorser” and “endorsee.”

Capsule Vocabularies: Testamentos

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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.

Testamentos (Wills)

When first faced with a translation dealing with inheritance law (Derecho de sucesiones, usually called “law of succession” in British English), translators may be surprised by the many forms a will may take under Spanish law. In the Civil Code wills are classified as either testamentos comunes (“ordinary wills”)or testamentos especiales (“special wills”), each requiring numerous formalities to be considered valid. The details are provided in Articles 676-736 CC, but some of the basic related vocabulary is provided below with their possible English renderings:

Testamentos comunes (ordinary wills)

  • Testamento abierto (“open will”)—a will made before a certifying authority, usually a notary public (testamento notarial, or “notarially-certified will”), but sometimes before a diplomatic or consular officer.
  • Testamento en peligro inminente de muerte (“deathbed will”)—a will that may be made orally and that requires specific formalities with respect to the number of witnesses (testigos). Wills made orally are known as testamentos nuncupativos (“nuncupative wills”).
  • Testamento en tiempo de epidemia (“will made during an epidemic”)—a provision in disuse that reflects the era in which the original Civil Code was enacted (1889). (Both the testamento en peligro inminente de muerte and the testamento en tiempo de epidema provide means for making a will when no notary is available, and both lapse two months after they are made if not recorded in a notarial instrument and entered in a notary’s record books (a procedure known as elevación a escritura pública y protocolización).
  • Testamento cerrado (known in English as “closed will,” “sealed will,” “mystic will” or “secret will”—a will made by the testator (testador) without the intervention of a notary and sealed in an envelope. The testator declares before the notary that the envelope contains his will and the notary affixes to it a certification to that effect. It may be kept by the testator himself, a person of his confidence or deposited with the certifying notary. Upon the testator’s death it must be opened in the presence of the judge having jurisdiction where the testator died, together with the intervening notary and witnesses. If the judge is satisfied that the document is indeed the deceased’s last will and testament, he issues an auto ordenado la protocolización del testamento (order that the will be entered in the notary’s record books).
  • Testamento ológrafo (“holographic will”)—a will that is wholly handwritten and signed by the testator. Upon the testator’s death it must be submitted to a judge to be authenticated in a process called adveración del testamento (“authentication of the will”).

Testamentos especiales (special wills)

  • Testamento militar (“soldier’s will”)—a will made by members of the military on active duty and other personnel employed by the army during times of war and certified by a military auditor (interventor militar).
  • Testamento marítimo (“sailor’s will,” “seaman’s will” or “mariner’s will”—a will made by persons on board during a voyage at sea and certified by the captain or commander.
  • Testamento del español otorgado en país extranjero (“Spaniard’s will made in a foreign country”)—a will made abroad that may conform to the laws of the country in question or be made pursuant to Spanish law in the presence of the consular officer serving as notary in that jurisdiction (testamento consular, or “consular will”).

Source: Rebecca Jowers, “Léxico temático de terminología jurídica español-inglés.” Valencia: Tirant lo Blanch, 2015, pp. 801-805.

Terminology Sources: Legal Information Institute (LII)

Terminology Sources

Housed at the Cornell University Law School, the Legal Information Institute has provided open-access legal information from a variety of sources since 1992. Its “Get the Law” section includes the complete texts of the principal US legal documents. including the US Code (compendium of all permanent federal statutes), all of the Federal Rules of Procedure (civil, criminal, appellate, evidence and bankruptcy) and the Uniform Commercial Code, among others. The LII’s “Legal Encyclopedia” features hundreds of entries on business law, constitutional law, criminal law, family law, employment law, money and finances, and many other areas of law. The “Articles” section likewise has hundreds of summaries on a broad variety of legal topics. And under “Español” many of the aspects of US law are presented in Spanish. At the end of the article in Spanish there is a link to the same or similar article in English for those who may want to compare the concepts and terminology presented there in both languages.

Confusing Terms: Criminal Defamation

Confusing Terms2
Many confusing terms in legal Spanish and legal English are simply legal synonyms that are not always clearly distinguishable, often making it necessary to learn how each one is used in a specific context or in set phrases (frases hechas). Some may be interchangeable; others are limited to use in specific contexts. Those highlighted in this blog are ones that I have seen confused in translation or that my students of Legal English and lawyer clients have found most difficult to distinguish.

injurias; calumnia; slander; libel

These terms denoting different types of defamation (difamación) are easily confused. Article 208 of the Spanish Criminal Code defines injuria as acción o expresión que lesiona la dignidad de otra persona, menoscabando su fama o atentando contra su propia estimación (action or expression that injures the dignity of another, damaging his reputation or undermining his self-esteem). Injurias constitute a criminal offense when they are made with the knowledge that they are false or with reckless disregard for the truth (cuando se efectúan con conocimiento de su falsedad o con temerario desprecio hacia la verdad). In common law jurisdictions “slander” and “libel” are the two principal types of defamation, slander being spoken defamation (“a defamatory assertion expressed in a transitory form, especially speech”*), while libel is written defamation, or defamation preserved in some permanent form (“a defamatory statement expressed in a fixed medium, especially in writing”*). Thus libel is defamation expressed in writing, but also in other fixed mediums (print, pictures, signs, effigies, etc.). The two concepts may perhaps be distinguished in Spanish as injurias vertidas de palabra (slander) and injurias vertidas por escrito (libel).

Calumnia is a specific type of defamation defined in Article 205 of the Criminal Code as imputación de un delito hecha con conocimiento de su falsedad o con temerario desprecio hacia la verdad (accusing someone of a criminal offense knowing that the accusation is false or with reckless disregard for the truth). “Calumny” (a false charge or imputation*) is not often used in modern criminal codes and, thus, since the distinction between injurias and calumnia is not readily made in common law jurisdictions, calumnia may perhaps be best translated descriptively as the “false accusation of a crime” or the “wrongful accusation of a criminal offense.”

And perhaps the most important aspect of the above is to note that in Spain (and in many Spanish-speaking jurisdictions) injurias and calumnias are both criminal offenses, while in common law countries slander and libel are generally torts. Thus, when speaking of the two Spanish concepts collectively it may perhaps be more accurate to describe injurias and calumnias in English as forms of “criminal defamation.”

*Black’s Law Dictionary, 8th ed.

Legal Meanings of “bench”

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.

bench

“Bench” has several meanings in legal contexts, both literal and figurative. In its literal sense, rather than sitting in individual seats (escaños) as do, for example, the diputados in the Congreso de los Diputados in Spain, in the UK Parliament’s House of Commons (Cámara de los Comunes) MPs (“Members of Parliament”) literally sit on benches. The first or “front row” of benches on either side of the aisle is reserved for ministers and leaders of the principal political parties. Thus the expression “front benchers” generally refers to government ministers and opposition leaders, while “back benchers” denotes MPs who often do not hold official positions in government or in their respective parties, and who literally sit on the back benches.

In other respects, in common law courts the seat of a judge has traditionally been referred to as the “bench,” (although in modern courts judges generally sit is overstuffed black leather chairs). Thus, when holding trial a judge wishing to confer with an attorney may indicate for him to “approach the bench.” In a figurative sense “the bench” often denotes all of the judges on a given court or the judiciary in general (la magistratura or la judicatura). In that regard, the expression “full bench” refers to el pleno del tribunal (or el tribunal en pleno), and “he has served on the bench for 15 years” means “ha ejercido de juez (or) magistrado durante 15 años.” “Bench trial” is a synonym of “nonjury trial” (juicio sin jurado), and the expression “bench ruling” (literally resolución dictada desde el estrado) may perhaps be used to describe what in Spanish practice is often called a sentencia in voce or sentencia de viva voz (i.e., an “oral judgment” or “judgment rendered in open court”). Likewise, in British usage a lawyer who has been appointed a judge is said to have been “raised to the bench” (nombrado juez), but literally, elevado a la judicatura).

 

Legal Meanings of “bar”

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.

bar

In what is perhaps its principle legal meaning, “bar” denotes the legal profession or lawyers collectively and, in that regard, the expression “bar association” may be rendered as colegio de abogados. In order to be “admitted to the bar” (colegiarse), American attorneys must pass a bar exam in the state in which they intend to practice law (ejercer la abogacía). Thus in order to be a “practicing attorney” (ejerciente; abogado en ejercicio), a lawyer must first become a “member of the bar” (abogado colegiado) and, for example, in a lawyer’s resumé or CV (curriculum vitae) the expression “admitted (to the bar) in 2002” indicates that he passed the bar exam that year. By extension, a “sidebar conference” is a courtroom discussion between the judge and the opposing attorneys conducted at the judge’s bench, out of the earshot of jurors.

Similarly, in England “bar” denotes barristers collectively, and “to be called to the bar” is to be admitted to the profession by one of the Inns of Court (professional associations for barristers). The “Bar Council” is the governing body of barristers for England and Wales.

But why does the term “bar” denote lawyers and the legal profession collectively? When I ask this question in class my students (all young Spanish lawyers who have seen many a US courtroom drama in TV series such as The Good Wife, The Good Fight or Suits) often reply that when an American lawyer wins a case he and his colleagues always wind up celebrating their victory at a bar. But despite lawyers’ portrayed penchant for alcohol, the reason has historic roots. There has traditionally been (and still is) a partition such as a bar or railing in common law courtrooms separating the spectators from the proceedings. And only those participating in the trial (judge, lawyers, parties) are allowed “beyond the bar.”

In other respects, in nonlegal contexts “bar” is a synonym of “prohibition,” having the additional meaning of “legal impediment.” When a right can no longer be exercised because the term for doing so has elapsed, it is often said to be “time-barred.” Laws establishing a limitations period during which rights must be exercised are know as “statutes of limitations,” such as the Limitation Act 1980 of England and Wales. Thus, as with “time-barred,” the expression “statute-barred” indicates that by law a right can no longer be exercised. Both may be rendered in Spanish as prescrito/a. In that regard, and to provide a few examples, a “statute-barred (or) time-barred debt” is a deuda prescrita (or deuda que ha prescrito), while a “statute-barred (or) time-barred offense” is a delito prescrito (or delito que ha prescrito).  And “the appeal is statute-barred (or) time-barred” indicates that el recurso ha prescrito.

False Friends: transacción; transaction

Oh, no! False Friends
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.

transacción; transaction

There are many legal expressions in which transacción and “transaction” are obvious cognates, as in transacciones financieras (financial transactions); transacciones inmobiliarias (real estate transactions); transacciones comerciales (commercial transactions) or transacciones con tarjetas de crédito (credit card transactions). But in the context of civil procedure transacción has a different meaning, denoting a “settlement” reached by the parties to a dispute. In that regard, the parties may reach an out-of-court settlement (transacción extrajudicial) or may settle in court during the course of proceedings (transacción judicial). In that case, the judge will ratify (homologar) the settlement (described as homologación judicial de la transacción). This type of ruling ratifying a settlement (auto homologando la transacción) may be expressed in English as an “agreed judgment,” “consent judgment,” “stipulated judgment” or “judgment by consent.”

It should perhaps be noted that in this context transacción is the noun form of the verb transigir, defined in the Diccionario de la Lengua Española as ajustar algún punto dudoso o litigioso, conviniendo las partes voluntariamente en algún medio que componga y parta la diferencia de la disputa. Thus, transigir might be appropriately rendered in English as “to settle,” “to reach a settlement” or perhaps more generally as “to compromise.”