por justos y legítimos títulos

English translation: as a result of specific and authentic share certificates

08:39 Aug 5, 2016
Spanish to English translations [PRO]
Bus/Financial - Law: Contract(s)
Spanish term or phrase: por justos y legítimos títulos
I know this term is already asked in another Kudos question, but I am not convinced by the answers.

"Dichas acciones se valoran, en junto, en la suma de € XXX, correspondiéndole X nuevas participaciones sociales, numeradas de la Y a la Z, ambas inclusive.

Le pertecen al Socio Ùnico por justos y legítimos títulos, en virtud de atribución de la cuota de liquidación de la sociedad [...], sociedad debidamente (...), en virtud de acuerdo de la Asamblea Extraordinaria de la citada sociedad [...], de disolución y líquidación, adoptado con fecha (...)."

This text is taken from an "Acta de Consignaciòn de Decisiones del Sócio Único" drafted in Barcelona. In Spain there are these "títulos-acciones" (Share Certificates) that represent the "acciones" (shares), i.e. "acciones representadas por títulos". I'm only having trouble coming up with a legit rendering for "justos y legítimos" for the above context. The best I can think of is "fair and protected" (in Spain there are "tenedores legítimos (protected holders)). Here's what I am thinking of rendering the first part of the 2nd paragraph containing the above phrase:

"These shares represented by fair and protected share certificates are held by the Sole Shareholder (...)"

Que opinan?
Seth Phillips
United States
Local time: 04:02
English translation:as a result of specific and authentic share certificates
Explanation:
I don't see this as being anything more complicated than just this, i.e. that the shares demonstrably belong to the shareholder because of their specificity (e.g. amount and perhaps even name of shareholder), and because they are authentic.

justo - 4. adj. Exacto, que no tiene en número, peso o medida ni más ni menos que lo que debe tener.
http://dle.rae.es/?id=MfO65xY

legítimo - 3. adj. Cierto, genuino y verdadero en cualquier línea.
Selected response from:

Robert Carter
Mexico
Local time: 04:02
Grading comment
4 KudoZ points were awarded for this answer



Summary of answers provided
4as a result of specific and authentic share certificates
Robert Carter
3(the shares are the) fair and legal property... (in this context)
Rebecca Jowers
2(on foreclosure) by a proper and lawful chain of title vested
Adrian MM. (X)


Discussion entries: 5





  

Answers


2 hrs   confidence: Answerer confidence 2/5Answerer confidence 2/5
(on foreclosure) by a proper and lawful chain of title vested


Explanation:
en virtud de atribución de la cuota de liquidación de la sociedad: suggests we are in a 'legitimate' winding-up as opposed to a 'suspension of payments scamming' scenario (see the CBS Reality's series of 'Scammed' this weekend).

Example sentence(s):
  • Legal title is actual ownership of the property. ... on the basis of equitable title have a legal chain of title intact

    Reference: http://www.proz.com/kudoz/spanish_to_english/law_contracts/4...
Adrian MM. (X)
Local time: 11:02
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 547

Peer comments on this answer (and responses from the answerer)
neutral  AllegroTrans: proper and lawful title yes, but I see nothing about a chain, I think you are getting mixed up with conveyancing
1 day 8 hrs
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4 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5
(the shares are the) fair and legal property... (in this context)


Explanation:
In my reading of "Le pertenecen al Socio Ùnico por justos y legítimos títulos, en virtud de atribución de la cuota de liquidación de la sociedad [...]..." I believe your text is simply saying that "they (the shares) are the fair and legal property of the Sole Member by virtue of the distribution he received upon liquidation of (company X)..."

Since your text says: "Dichas acciones se valoran, en junto, en la suma de € XXX, correspondiéndole X NUEVAS PARTICIPACIONES SOCIALES...", it would appear that the liquidated company was a corporation ("sociedad anónima") whose member interests by law in Spain are called "acciones" (shares), but that the "socio único's" new company IS PERHAPS a limited liability company ("sociedad de responsabilidad limitada") whose member interests are by law prohibited from being called "acciones" and are known as "participaciones sociales".

It may be that, for stylistic reasons, the person who drafted this text used "participaciones sociales" to avoid repeating the word "acciones" twice, or to the contrary, this actually involves the creation of a new single-member "sociedad limitada unipersonal" ("single member limited liability company") after the liquidation of the previous corporation.

But you will know from the rest of the text whether this interpretation is correct or not. (There's not sufficient context for me to judge that for sure.) If the new single-member company belonging to the "socio único" is indeed a "sociedad anónima unipersonal", the "socio único" can be called a "sole shareholder". If it's a "sociedad limitada unipersonal," there are no shares (only "participaciones") so the "socio único" can't be called a "shareholder" and has to be called a "single member" or something to that effect.


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Note added at 13 hrs (2016-08-05 22:13:21 GMT)
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To Seth, regarding your note below: There is a big difference in Spain and it is very important to know which type of single member entity your text is dealing with. "Sociedad Unipersonal" is an ellipsis for EITHER "Sociedad Limitada Unipersonal" or "Sociedad Anónima Unipersonal".

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Note added at 1 day14 hrs (2016-08-06 23:22:40 GMT)
--------------------------------------------------

To address AllegroTran’s comment that “fair and legal” is not English legalese: I chose to offer “fair and legal” as a possible translation of “justos y legales” because I believe “fair and legal” is close to the original Spanish meaning and I saw that “fair and legal” is widely used in legal contexts both in the UK and US. Indeed, the expression “fair and legal” gets 1,290,000 hits on Google; 79,600 hits if we limit the search to UK websites (“site:.uk”).

Dozens (hundreds?) of UK websites display identical legal notices: “You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.” Many others indicate: “Any third party link to this website must be fair and legal…”.

Other examples of the use of “fair and legal on UK government, academic, etc. websites:

It is critical to hire well qualified staff with a fair and legal recruitment and selection process…
http://www.gla.ac.uk/services/humanresources/employeeandorga...

We ensure that local businesses have a chance to develop through fair and legal competition in local, national, and world markets.
http://www.north-ayrshire.gov.uk/business/trading-standards/...

… you agree the terms of a tenancy with your landlord. This will give you the chance to check whether the terms are fair and legal before you commit to them.
http://www.lawsociety.org.uk/for-the-public/common-legal-iss...

Our procurement team ensure that the Council achieves value for money in its purchases and that they are purchased on a fair and legal basis.
http://www.bournemouth.gov.uk/Business/Business.aspx

To make the separation agreement a legally binding document, you'll need to use a solicitor each to make sure that what's agreed is fair and legal.
http://www.singleparents.org.uk/information/legal/process-of...

Please note: We want to ensure that all vacancies we advertise are fair and legal, and will not display vacancy details that are in any way discriminatory.
http://www.yorkcollege.ac.uk/intranet/328-support-department...

These are sent to the court together with the draft consent order and a £50 court fee. The judge will check whether the terms of the agreement are fair and legal.
http://www.lawdonut.co.uk/law/personal-law/divorce-separatio...

We have a duty to make sure that all personal information is handled responsibly and in a fair and legal manner.
http://www.notts-fire.gov.uk/6243A099F0DD4EBA97B9E143D74AD3A...

Keep the independence referendum fair and legal.
https://www.change.org/p/keep-the-referendum-fair-and-legal

Additional expressions from US government (“site:.gov”) and general “.com” websites containing “fair and legal”:

Arizona Fair and Legal Employment Act
fair and legal hiring practices
fair and legal management
fair and legal recordkeeping
fair and legal housing
fair and legal decision
fair and legal competition
fair and legal use of copyrighted works
fair and legal billing practices
fair and legal employee selection
fair and legal treatment
fair and legal compensation
fair and legal representation
fair and legal elections
fair and legal policies


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Note added at 1 day15 hrs (2016-08-07 00:04:48 GMT)
--------------------------------------------------

I get what AllegroTrans is saying, although I believe the examples above are legal uses of the expression. If what he is asking is whether "fair and legal" is appropriate in the context of title or ownership, there are a few entries for "fair and legal title":

... possession of the funds ; and as they had thus got possession upon a fair and legal title, they were authorised to hold them in property for payment of their own ...
(Decision of the Court of Sessions of Scotland)
https://books.google.es/books?id=g-sDAAAAQAAJ&pg=PA104&lpg=P...

The answer to this question will settle the amount payable by the several States claiming these lands …qith a very fair and legal title to them.
(Debates in Congress)
https://books.google.es/books?id=hThFAAAAYAAJ&pg=PA519&lpg=P...

And it is now contended that a purchase of a worthless title destroys and overcomes a perfectly fair and legal title, and all this without the owner of the valid title ...
(Cases of the Supreme Court of Pennsylvania)
https://books.google.es/books?id=gTEtAQAAMAAJ&pg=PA180&lpg=P...

A blemish, or a defect, or an infirmity, in that necessarily fair and legal title, by which the possession of the defendant, presumed legal as against all but the true ...
(US Supreme Court)
https://law.resource.org/pub/us/case/reporter/US/61/61.US.26...

There had been men rash enough to question whether any show a fair and legal title to .200,000,000, or to $100,000,000, or to. $10,o00.000. Iu he were to put ...
http://query.nytimes.com/gst/abstract.html?res=9A0CE7DE1F3BE...


Rebecca Jowers
Spain
Local time: 11:02
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 802
Notes to answerer
Asker: Thank you Becky for such a detailed explanation. In fact, the document only mentions "Sociedad Unipersonal" (and thus "participaciones sociales") but not "Sociedad Limitada Unipersonal" and it occurs to me that there doesn't seem to be any difference between those in Spain.


Peer comments on this answer (and responses from the answerer)
neutral  AllegroTrans: English Legalese would not use "fair and legal" as it is too vague an expression // every single one of your examples is ordinary text; the expression is not suitable in the PARTICULAR context of the asker's text (i.e. to describe ownership and title)
1 day 6 hrs
  -> Thanks for your comment. I'll post above some of the many legal uses of the expression "fair and legal" that prompted me to suggest that answer.//I've seen a few examples of "fair and legal title", but maybe you could post another suggestion.

neutral  Robert Carter: Hello Rebecca, while I'd normally bow to your clearly superior legal knowledge, I think you're on the wrong tack here. "Justo" doesn't mean "fair" here but rather "precise" or "specific". Saludos!
1 day 15 hrs
  -> Thanks Robert, but no claim here to superior legal knowledge! Saludos desde Madrid.
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1 day 19 hrs   confidence: Answerer confidence 4/5Answerer confidence 4/5
as a result of specific and authentic share certificates


Explanation:
I don't see this as being anything more complicated than just this, i.e. that the shares demonstrably belong to the shareholder because of their specificity (e.g. amount and perhaps even name of shareholder), and because they are authentic.

justo - 4. adj. Exacto, que no tiene en número, peso o medida ni más ni menos que lo que debe tener.
http://dle.rae.es/?id=MfO65xY

legítimo - 3. adj. Cierto, genuino y verdadero en cualquier línea.

Robert Carter
Mexico
Local time: 04:02
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 534
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