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Jul 19, 2023 18:55
1 yr ago
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Portuguese term

Contrato de grupo paritário

Portuguese to English Law/Patents Law (general)
From the Portuguese Commercial Companies Code

Context: "Duas ou mais sociedades que não sejam dependentes nem entre si nem de outras sociedades podem constituir um grupo de sociedades, mediante contrato pelo qual aceitem submeter-se a uma direcção unitária e comum."

Struggling to come up with a term in English for this. UK English preferred. It seems rather like a memorandum of understanding, but here the contract is legally binding on the two or more companies involved. Any help appreciated.

Discussion

philgoddard Jul 20, 2023:
Subordination/parity group contract doesn't work in my opinion, because no one will understand it.
Oliver Simões Jul 20, 2023:
@Timothy Your call. "Subordination contract" and "parity contract" seem to be the standard lingo in the industry. Here's another quote with a slight variation:

"Under Article 14 TP Regulations, the term relevant information means that companies subject to the TP legislation, as described above, must obtain or produce and retain data regarding especially the following aspects:
! a description of any special relations that exist with the entities with which it is involved in any commercial, financial or other transactions; a history of the corporate link from which the special relationship originated including, where appropriate, the subordination agreement, parity group agreement, or any other with the same purpose..." (emphasis added). Source: International Bureau of Fiscal Documentation https://rb.gy/je8wz

It's up to you if you are going to brush off terminology that's being used by international bodies in favor of something creative so to speak. Again, I reiterate that no word other than "parity" translates the concept of "paritário". Good luck.
ZT-Translations Jul 20, 2023:
@Timothy I added it to my suggestion as well, but it seems to me that "unincorporated joint venture" may be the term that you're looking for.
Timothy Came (asker) Jul 20, 2023:
Thank you all for your suggestions. I had considered joint venture and consortium, but the concept here seems rather different to either. A joint venture sets up a new entity with its own capital to carry out some purpose or task, but here no new entity is created; rather, the companies put themselves under a common management. Consortium seems closer, especially considering that it can encompass a variety of arrangements under UK law. However, consortia are regulated under Portuguese law by DL 231/81 and are called "consórcios".

Article 1 of this DL: "Consórcio é o contrato pelo qual duas ou mais pessoas, singulares ou colectivas, que exercem uma actividade económica se obrigam entre si a, de forma concertada, realizar certa actividade ou efectuar certa contribuição com o fim de prosseguir qualquer dos objectos referidos no artigo seguinte."

Oliver, thank you for your suggestion. However, your references also make a literal translation of "contrato de subordinação" as "subordination contract", which normally means an agreement to rank debts, but in this context means something akin to the "Beherrschungsvertrag" in German law, so I fear that it could be misleading.
Oliver Simões Jul 20, 2023:
parity vs. consortium These appear to be completely different concepts:

parity: the state or condition of being equal, especially regarding status or pay.
"parity of incomes between rural workers and those in industrial occupations" (Oxford Lang. Dict.)

consortium: an association, typically of several business companies. (Oxford Lang. Dict.)


Proposed translations

+1
28 mins

consortium contract

A consortium (pl consortiums or consortia) is an association of two or more individuals, companies, organizations, or governments (or any combination of these entities) with the objective of participating in a common activity or pooling their resources for achieving a common goal.
http://en.m.wikipedia.org/wiki/Consortium

It's usually done in order to bid for and/or carry out a contract, often in the construction sector.
Peer comment(s):

agree Clauwolf : ok and UK :)
1 hr
neutral Oliver Simões : According to Marcílio M. de Castro's "Dicionário de Direito, Economia e Contabilidade": consortium --> consórcio.
9 hrs
Something went wrong...
9 hrs

parity group contract

I would definitely go with a literal translation in this case. It's the safest route. No word other than "parity" conveys the concept of "paritário" and "paridade", in my honest opinion.

From the International Fiscal Association 2022 Berlin Congress:

"According to corporate law, full domination exists when one company holds 100% of the share capital of another. In addition, a group may exist in cases where two or more companies enter into a contract where they submit themselves to unitary and common management (parity group contract) or one of them subordinates its management to another company (subordination contract)" (emphasis added).
https://www.vda.pt/xms/files/05_Publicacoes/2022/Artigos/Int...

From the "International Bank and Other Guarantees Handbook" for Europe:

"A group relation only exists when there is a control of no less than 90% of a company's share capital. Though this rarely occurs in Portugal, a group relation may also be established if the relevant companies enter into a parity group contract (contrato de grupo paritário), under which they accept to submit to a unitary and common direction, or a subordination contract (contrato de subordinação), under which the dominated company accepts that its business is managed by the management body of the dominant company." (emphasis added) https://www.google.com/books/edition/International_Bank_and_...

Something went wrong...
+3
44 mins

Joint Venture Contract

This would be my suggestion.

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Note added at 17 hrs (2023-07-20 12:04:56 GMT)
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Based on the recent post by the asker, I tried to search a little more on the subject, and I think that perhaps "An unincorporated joint venture" may be the term you're searching for. Here is a link that may be helpful as well:
https://www.smartcapitalmind.com/what-is-an-unincorporated-j...



--------------------------------------------------
Note added at 17 hrs (2023-07-20 12:13:06 GMT)
--------------------------------------------------

Apologies, I put the quotes too early I meant an "unincorporated joint venture".
Peer comment(s):

agree Clauwolf : https://www.lawdepot.co.uk/contracts/joint-venture-agreement...
40 mins
Obrigada!
agree Mario Freitas :
3 hrs
Obrigada!
agree Adrian MM. : JV Agreement
3 hrs
Thank you!
neutral Oliver Simões : De acordo com o Dicionário do Marcílio: joint venture --> consórcio.
9 hrs
Thank you, however, based on the more recent posts by the asker, I still think this pertains to a type of joint venture contract or agreement.
neutral philgoddard : You should explain why you think this is correct and "consortium" is wrong. A joint venture is a new company, whereas in a consortium the companies remain independent.
9 hrs
It was a suggestion based on the context provided at the time and was never meant to deem "consortium" as wrong, I just felt that "joint venture" was more easily recognizable and that most of its description was very close to what the poster asked for.
Something went wrong...
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