Here’s what MSCD ¶ 1.48 says regarding information to include in the introductory clause for any party that is an entity:
To distinguish a legal-entity party from any other entity bearing the same name, the only information you’d need is its jurisdiction of organization. Consequently, stating the address of a legal-entity party in the introductory clause would serve only to clutter it up. If the parties need to know each other’s addresses for purposes of sending notices, the notices provision would be the place to state them.
But as MSCD ¶ 1.50 acknowledges, that guidance won’t necessarily apply outside the U.S. For example, in some other jurisdictions it might be appropriate to include a registration number. I invite you to specify in the comments what information it would be appropriate to include in addition, or instead, with respect to a legal-entity party organized in a jurisdiction outside the U.S., and why.
8 thoughts on “What Party Information to Include in the Introductory Clause for Entities Formed Outside the U.S.”
It’s hard to generalize about the information required, as every jurisdiction is likely to do things a bit differently. UK companies have registration numbers, as do many continental European countries, but sometimes the place of registration is also important inasmuch as registration numbers may overlap. In Australia it seems common to use VAT registration numbers. Also remember that in the civil law tradition place of organization is less important than an entity’s siège social, which means that for some purposes an address, or at least a city, would be needed in the heading.
It’s also worth noting that even in a US or common-law context putting the address of a party in the heading (or someplace else other than the notice section) may be significant. Some large companies have a single administrative center for notices or payments, but want to identify the specific office that generates the contract, whether or not it goes by a specific division or subsidiary name. Granted that this will not often be the case, but if the other side makes a point of wanting a specific office identified in the heading, it’s best not to be stiff-necked in stylistic opposition.
Vance: I’m not seeking to generalize.
And it might be a silly question, but what exactly is the benefit of including a registration number? The rationale might vary by jurisdiction.
Regarding the point you make in your second paragraph, I’d prefer to address it by supplementing the core information in the following manner: “ACME CORPORATION, a Delaware corporation acting through its Widget division (“Acme”). That’s discussed in MSCD ¶ 1.54.
The advantage of including the company’s registration number in the UK is that, although a company’s name may change, its registration number won’t. So it is a clear way of stating who you are contracting with.
In British Columbia, it’s common to recite both (a) the jurisdiction of incorporation and (b) the number assigned by the BC Registrar of Companies (Incorporation Number for BC companies, Registration Number for companies from other jurisdictions registered to do business in BC). Taken together, that information is a corporate “fingerprint” that unambiguously identifies the legal entity with which one is contracting.
The registration number doesn’t change if the corporation name changes. If the corporation goes through a an amalgamation or other restructuring that results in a new entity, then a new registration number is assigned to the new entity but the original number(s) remain “attached” in the corporate registry in a manner which facilitates tracing an entity’s corporate history via a registry search.
South Africa has a national company registration system rather than a province-by-province one, which from JasonH’s comment appears to be used in Canada.
The company’s registration number is most often used in the definition. A typical definition would be the following: “the Purchaser” means Acme (Pty) Limited, a company registered according to the laws of the Republic of South Africa with registration number 2011/012345/07.
It is not necessary to specify the type of company – e.g. a private company, a public company, a non-profit company – as the suffix in the name and the last two digits of the registration number indicate the type. In the above example, “(Pty) Limited” and “07” indicate a private company.
Ken: Hello from Bangkok. This merited a regional study. I can report that one can happily adhere to the MSCD’s guidance in Thailand, Malaysia, India, Singapore, the Philippines and Indonesia. No registration number formalities required. Except for a few highly unlikely circumstances too tedious to relate the same holds true in Vietnam. We look forward to welcoming you to Southeast Asia soon.
René: Thank you for this very useful information! Ken