In the new Civil and Commercial Code, contractual figures have been incorporated whose provisions are important to address certain undertakings with an appropriate legal framework. This is the case with the contract referring to Cooperation Consortia.
This contract takes place when the parties that enter into it assume the objective of establishing an organization for carrying out operations aimed at the development of common economic activities. In the case of international trade, this contract is useful for those who need to have a legal tool that allows them to undertake export operations, without having to register individually as exporters and faced in an associative manner between its members.
This associative form is not of a transitory nature like the UTE and, in addition, serves for ideal ventures for SMEs. who seek to join together under a legal form in order to carry out export operations. Nor is it necessary for it to be made up of only legal entities, as natural persons may also form part of the Consortium.
In this contract, the parties that make it up assume as their objective the creation of a common organization for the development of economic operations, in search of better results, leaving the activity of each of its members outside the scope of management and administration; That is to say, the Consortium has its own legal life that does not interfere with that of its members. Likewise, the contracting parties of the Consortium form a common operational fund, administered in accordance with the form established in the respective contract. For this purpose, the appointment of an Administrator and a Representative is estimated, and it may be the same person who fulfills both functions and it is not essential that it be one of the same contracting parties; that is, it may be a professional hired for that function. Such person, exercises the representation of the Consortium before third parties, not of its members individually.
The same contract will establish the form of distribution of profits, which will generally be in equal parts. The contract can be entered into by public or private instrument, but it must be signed before a Notary for what is commonly called “certification of signatures.” Furthermore, the contract must contain the full details of the members of the Consortium, in accordance with art. 1474 of the Civil and Commercial Code, as well as the object, duration, the choice of a fantasy name with the addition “Cooperation Consortium”, the common fund, the Consortium’s own domicile, rights and obligations of its partners, the forms of meetings and decision-making, sanction and exclusion of participants and also the approval of new members, termination of the contract and liquidation in accordance with the different causes mentioned in art. 1478 of the CCyC.
Let us take as an example a situation in which shoe manufacturers come together, but each one is exclusively dedicated to a different component. By joining together in a Cooperation Consortium, they could export the finished product with each of them having participated in its completion, taking into account that separately it would have been impossible for them to carry out an export. In this way, they enhance the possibility of negotiation and marketing of products through this legal form of teamwork. The union of interests and common efforts undoubtedly provides a greater possibility in the completion of business and, especially, in the opening of markets and exports, which for many on their own would be practically impossible, representing an interesting opportunity for national SMEs to enter the global market.
This is one of the many topics that we cover in study and development at the Institute of Customs Law and International Trade of the Argentine Association of Constitutional Justice.
By: Dr. Guillermo J. Salary
Aduana News is the first Argentine customs newspaper to launch its digital version. With 20 years of experience, its publications and initiatives aim to provide the most relevant knowledge on customs issues in order to contribute to safe trade in the region.
