adjudicación a los socios

12:49 Dec 9, 2014 

I can't find where to post references so I'm including it here.

What this would mean for partners and LLC members

Strictly speaking, HMRC should accept claims only from those partners and members who themselves fall to be regarded as 'qualifying persons' in their own right.
http://www.hmrc.gov.uk/cnr/cnr_dt_guidance_notes_3_final.htm

12:46 Dec 9, 2014 

I don’t think “member” will be misleading to those who know what this is all about. For general readers, maybe they need to find out what this is about. As I suggested and have often done, a translator’s footnote can be included to briefly explain why SL members can’t be called “shareholders”. I believe “members” is a logical choice because that is what the owners of limited liability companies in the US are called. (167,000 hits in Google for “LLC members”). And this terminology is not unknown to UK lawyers to judge from the hits for “LLC members” on “site:.uk” webpages. There are many sites that offer British investors the possibility of setting up LLCs in the US. And HMRC also uses “members” in this context when explaining how members of US LLCs will be taxed and clearly distinguishes “partners (of partnerships”) and “members (of LLCs). I’ll post a reference.

12:12 Dec 9, 2014 

OK, so you've convinced me that "partners" isn't the right option. And your explanation is very helpful to the community. However, by your own logic (i.e. to avoid confusion with another specific concept in law), I still think "members" is equally (if not more) misleading.

11:55 Dec 9, 2014 

"¡o dos si son pequeñas!" (That's what my Spanish friends in Madrid say when I suggest, "¿Tomamos una caña?")

11:53 Dec 9, 2014 

Yes, "partner" does imply "ownership", but ownership in a partnership, not in a limited liability company or corporation, not in Spain, not in the UK or the US. That's why "member" is used when we have to speak of owners of an S.L. "Owner" is also a good solution. From my perspective, I agree that "partner" may sound familiar to those who don't know the law of business organizations, but to those who do know the law I'm afraid that "partner" used to refer to owners of SLs or SAs implies that the translator doesn't know the difference between partnerships and limited liability entities.

11:34 Dec 9, 2014 

Rebecca,

Thank you so much for everything. I definitely owe you a beer!

11:31 Dec 9, 2014 

I suppose it depends at least partly what this document is and who it's intended readers are. And I see your point, but, in that case, why "members"? Just like "partner", "member" carries specific legal implications in the English-speaking that have little to do with this concept and might therefore "prompt a miscue". While I accept it's not ideal, at least "partner" indicates ownership.

11:18 Dec 9, 2014 

I’m afraid I have to disagree with you on this one. “Partner” is certainly used informally in many ways. But here we are speaking of specific types of business entities and as mentioned previously, in Spain there are only two true partnerships (the sociedad colectiva and comanditaria). I believe that for an English speaking lawyer, referring to the members of an S.L. or an S.A. as “partners” would prompt a miscue, since neither is a partnership. And if we as translators do so in our work for a Spanish lawyer client who knows the terminology of English business forms he might say, “So you don’t know the difference between partnerships and limited liability entities?” I’m not worried about my translations sounding good to “most Anglophone readers (or) English speakers”, but rather how they are received by legal professionals who are specialists in the field. Also a footnote might help when using “members” for the owners of an S.L., explaining that they aren’t legally “shareholders.” (And, as you say, “owner” is a good solution too).

10:55 Dec 9, 2014 

You are too kind! And I didn't take your comment as criticism, by any means. I appreciate your comment, and I do enjoy sharing and exchanging ideas about how some of these convoluted Spanish legal terms can be translated. Many of them came from my students of legal English at the Carlos III who are all law grads and have taught me a lot of Spanish law! One of our discussions centered on just how difficult it is to translate "socio", "social" and "sociedad" in different areas of law.

10:48 Dec 9, 2014 

I'm more than happy to bow to Rebecca's clearly superior knowledge of the subject. However, taking a purely pragmatic approach, would "members" not be pretty deceptive/confusing to most Anglophone readers? I mean, the "socios" are part owners of the "sociedad", and "members" doesn't convey this idea to the ears of most English speakers. Partner, I'd argue, aside from any more concrete usage in the business world, can be used as a general term to denote someone who has a stake in a company. Here's the Oxford entry:

■ noun
a person who takes part in an undertaking with another or others, especially in a business or firm with shared risks and profits.

10:39 Dec 9, 2014 

Thanks for the clarification. That's my understanding too. And needless to say, my comment was not intended as any kind of criticism of your answer, with which I completely agree.

By the way, I think I speak for many here when I say how much I appreciate your taking the trouble to explain these things so fully. It's really very generous. By rights we ought to be paying you.

10:24 Dec 9, 2014 

As Charles has indicated, “participaciones sociales” are indeed shares but can't be called that, and in my experience Spanish lawyers want the distinction to be made between "participaciones" and "acciones" in English translations. As an example: "participation units" is the term used at the Garrigues law firm. And it has become fairly standard to call the “socios” of an S.L. “members” precisely due to the fact that they can’t be called “shareholders” and they are not “partners” in a partnership.

Perhaps this is a good place to draw colleagues’ attention to the fact that “socio” has consistently been mistranslated in the English translation of the “Ley de Sociedades de Capital” available on the Spanish Ministry of Justice webpage. The term “partner” is used multiple times when “socio” refers to members of both S.L.s and S.A.s and, of course, neither of these entities is a partnership. The translation also confuses “sociedad comanditaria” (limited partnership) with “sociedad comanditaria por acciones” (partnership limited by shares) designating the latter as “limited partnership” throughout the text.

15:13 Dec 8, 2014 

Hi Rebecca,

It's actually an S.L. in Spain.

14:56 Dec 8, 2014 

It's actually more likely to mean shareholders than partners, but it's impossible to tell without context.

13:20 Dec 8, 2014 

Hi jakebcn,

The correct translation of "socio" will depend on what type of entity is being dissolved (and this is the source of many translation mistakes). Could you please provide that context? i.e., please indicate whether the entity being dissolved is a corporation ("sociedad anónima"), a limited liability company ("sociedad limitada") or an actual partnership?