Official translation approved by the General Assembly at its 45^th session on 26 November 1991

 

Article 1

The purposes of the International Institute for the Unification of Private Law are to examine ways of harmonising and coordinating the private law of States and of groups of States, and to prepare gradually for the adoption by the various States of uniform rules of private law.

To this end the Institute shall:

(a) prepare drafts of laws and conventions with the object of establishing uniform internal law;

(b) prepare drafts of agreements with a view to facilitating international relations in the field of private law;

(c) undertake studies in comparative private law;

(d) take an interest in projects already undertaken in any of thesefields by other institutions with which it may maintain relations as necessary;

(e) organise conferences and publish works which the Institute considers worthy of wide circulation.

Article 2

1. The International Institute for the Unification of Private Law is an international body responsible to the participating Governments.

2. The participating Governments are those which accede to the present Statute in accordance with Article 20.

3. The Institute shall enjoy, in the territory of each participating Government, the necessary legal capacity to enable it to exercise its functions and to realise its purposes.

4. The privileges and immunities which the Institute and its agents and officers shall enjoy shall be defined in agreements to be concluded with the participating Governments.

Article 3

The International Institute for the Unification of Private Law shall have its headquarters in Rome.

Article 4

The Institute shall have:

(1) a General Assembly;

(2) a President;

(3) a Governing Council;

(4) a Permanent Committee;

(5) an Administrative Tribunal;

(6) a Secretariat.

Article 5

1. The General Assembly shall consist of one representative from each of the participating Governments. Governments, other than the Italian Government, shall be represented by their diplomatic representatives accredited to the Italian Government or persons deputed by them.

2. The Assembly shall be convened in Rome by the President at least once a year, in ordinary session, to approve the annual accounts of income and expenditure and the budget.

3. Every three years, it shall approve the work programme of the Institute on the basis of a proposal by the Governing Council and, in appropriate cases pursuant to paragraph 4 of Article 16, revise by a majority of two thirds of the Members present and voting the resolutions adopted in accordance with paragraph 3 of the said Article 16.

Article 6

1. The Governing Council shall consist of the President and twenty-five members.

2. The President shall be appointed by the Italian Government.

3. The members shall be appointed by the General Assembly. The Assembly may appoint, in addition to the members mentioned in paragraph 1, one other member chosen from among the judges in office of the International Court of Justice.

4. The President and members of the Governing Council shall hold office for a term of five years which shall be renewable.

5. A member of the Governing Council who is appointed to replace a member whose term of office has not expired shall hold office for the remainder of the term of his or her predecessor.

6. Each member may, with the consent of the President, choose another person to act as his or her representative.

7. The Governing Council may invite representatives of international institutions or organisations to take part in its meetings, in a consultative capacity, whenever the work of the Institute deals with subjects which are the concern of those institutions or organisations.

8. The Governing Council shall be convened by the President whenever he or she considers it expedient and in any case at least once a year.

Article 7

1. The Permanent Committee shall consist of the President and five members appointed by the Governing Council from among its own members.

2. Members of the Permanent Committee shall hold office for five years and shall be eligible for re-election.

3. The Permanent Committee shall be convened by the President whenever he or she considers it expedient and in any case at least once a year.

Article 7bis

1. The Administrative Tribunal shall have jurisdiction to deal with any dispute between the Institute and its officers or employees, or those entitled to claim through them, with particular regard to the interpretation or application of the Staff Regulations. Any dispute arising from contractual relations between the Institute and third parties shall be submitted to the Tribunal, provided that its jurisdiction is expressly recognised by the parties in the contract giving rise to the dispute.

2. The Tribunal shall consist of three full members and one substitute, chosen from outside the Institute and preferably of different nationalities. They shall be elected for five years by the General Assembly. Any vacancy on the Tribunal shall be filled by cooption.

3. The Tribunal shall arrive at its decisions, which shall be without appeal, by applying the provisions of the Statute and of the Regulations as well as the general principles of law. It may also decide ex aequo et bono when such power has been given to it by an agreement between the parties.

4. Where the President of the Tribunal considers that a dispute between the Institute and one of its officers or employees is of very limited importance, he or she may decide it or may entrust the decision to a single judge of the Tribunal.

5. The Tribunal shall adopt its own rules of procedure.

Article 7ter

Members of the Governing Council or of the Administrative Tribunal whose term of office expires shall continue to exercise their functions until the newly elected members take office.

Article 8

1. The Secretariat shall consist of a Secretary-General appointed by the Governing Council on the nomination of the President, two Deputy Secretaries-General of different nationalities also appointed by the Governing Council, and the officers and employees provided for in the rules governing the administration of the Institute and its internal operations referred to in Article17.

2. The Secretary-General and the Deputy Secretaries-General shall be appointed for a period which shall not exceed five years. They shall be eligible for reappointment.

3. The Secretary-General of the Institute shall be ex officio Secretary of the General Assembly.

Article 9

The Institute shall maintain a library under the management of the Secretary-General.

Article 10

The official languages of the Institute shall be Italian, English, French, German and Spanish.

Article 11

1. The Governing Council shall determine the means of carrying out the functions set out in Article 1.

2. It shall draw up the work programme of the Institute.

3. It shall approve the annual report on the Institute's activities.

4. It shall draw up a draft budget and forward it for approval to the General Assembly.

Article 12

1. Any participating Government, as well as any international institution of an official nature, shall be entitled to set before the Governing Council proposals for the study of questions relating to the unification, harmonisation or coordination of private law.

2. Any international institution or association, the purpose of which is the study of legal questions, may put before the Governing Council suggestions concerning studies to be undertaken.

3. The Governing Council shall decide any action to be taken on proposals and suggestions made in this way.

Article 12bis

The Governing Council may enter into relations with other intergovernmental organisations, as well as with non-participating Governments, in order to ensure cooperation in conformity with their respective aims.

Article 13

1. The Governing Council may refer the study of particular questions to commissions of jurists who have specialised knowledge of those questions.

2. The commissions shall, as far as possible, be presided over by members of the Governing Council.

Article 14

1. Following the completion of the study of questions in which it has engaged, the Governing Council shall, if appropriate, approve any preliminary drafts to be submitted to Governments.

2. It shall communicate such drafts to the participating Governments or the institutions or associations which have made proposals or suggestions to it, asking them for their opinion on the expediency and the substance of the provisions.

3. In the light of the answers received, the Governing Council shall, if appropriate, approve final drafts.

4. It shall communicate these to the Governments and to the institutions or associations which have made proposals or suggestions to it.

5. The Governing Council shall then consider the steps to be taken to convene a diplomatic Conference to examine the drafts.

Article 15

1. The President shall represent the Institute.

2. Executive authority shall be exercised by the Governing Council.

Article 16

1. The yearly expenditure relating to the operation and maintenance of the Institute shall be covered by the income specified in the budget of the Institute, including in particular the ordinary basic contribution of the Italian Government, the promoter of the Institute, as approved by the Italian Parliament, which that Government declares to be set, as from 1985, at 300 million Italian lire per annum, a figure which may be revised at the end of each period of three years by the law approving the budget of the Italian State, as well as the ordinary annual contributions of the other participating Governments.

2. For the purpose of apportioning the part of the yearly expenditure not covered by the ordinary contribution of the Italian Government or by income from other sources among the other participating Governments, the latter shall be classified in categories. Corresponding to each category shall be a particular number of units.

3. The number of categories, the number of units corresponding to each category, the amount of each unit, and the classification of each Government in a category, shall be determined by a resolution of the General Assembly adopted by a majority of two thirds of the Members present and voting, on the basis of a proposal by a Committee appointed by the Assembly. In this classification, the Assembly shall take account, among other considerations, of the national income of the country concerned.

4. Decisions adopted by the General Assembly in accordance with paragraph 3 of this Article may be revised, every three years, by a further resolution of the General Assembly, adopted by a majority of two thirds of the Members present and voting, at the same time as its decision mentioned in paragraph 3 of Article 5.

5. Resolutions of the General Assembly adopted in accordance with paragraphs 3 and 4 of this Article shall be notified to each participating Government by the Italian Government.

6. During a period of one year following the notification mentioned in paragraph 5 of this Article, each participating Government may put forward objections against resolutions concerning its classification for consideration at the next session of the General Assembly. The Assembly shall give its decision by means of a resolution, adopted by a majority of two thirds of the Members present and voting, which shall be notified by the Italian Government to the participating Government concerned. The latter Government shall, however, have the option of withdrawing from membership of the Institute, following the procedure under paragraph 3 of Article 19.

7. Participating Governments which are more than two years in arrears with the payment of their contribution shall lose the right to vote in the General Assembly until they regularise their position. Furthermore, no account shall be taken of such Governments in the process of arriving at the majority required by Article 19 of this Statute.

8. Such premises as are necessary to the operation of the services of the Institute shall be put at its disposal by the Italian Government.

9. A Working Capital Fund of the Institute is established, the purpose of which is to meet current expenditure, pending the receipt of the contributions payable by the participating Governments, and to meet unforeseen expenditure.

10. The rules of the Working Capital Fund shall be incorporated in the Institute's Regulations. They shall be adopted and modified by the decision of a majority of two thirds of the Members present and voting in the General Assembly.

Article 17

1. Rules governing the administration of the Institute, its internal operations and the conditions of service of the staff shall be adopted by the Governing Council and must be approved by the General Assembly and communicated to the Italian Government.

2. Travel and living allowances of members of the Governing Council and of commissions engaged on studies, as well as the remuneration of the staff of the Secretariat and any other administrative expenses, shall be met out of the Institute's budget.

3. The General Assembly shall, on the nomination of the President, appoint one or two auditors responsible for the financial control of the Institute. They shall be appointed for a period of five years. Should two auditors be appointed, they must be of different nationalities.

4. The Italian Government shall not incur any liability, financial or otherwise, from the administration of the Institute, nor any civil liability from the operation of its services, especially in relation to the staff of the Institute.

Article 18

1. The undertaking of the Italian Government to provide an annual subsidy and premises for the Institute, as provided in Article 16, is given for a period of six years. It will continue to be effective for a further period of six years if the Italian Government has not notified the other participating Governments at least two years prior to the end of the current period, of its intention to terminate this assistance. In such an event the President shall convene a session of the General Assembly, if need be an extraordinary session.

2. If the General Assembly should decide to wind up the Institute, it shall be the duty of the General Assembly, without prejudice to the provisions of the Statute and of the Regulations concerning the Working Capital Fund, to take all appropriate measures with regard to the property acquired by the Institute in the course of its operation, especially the archives and collections of documents and books or periodicals.

3. Nevertheless, it is understood that in such circumstances the land, buildings and movables that have been put at the disposal of the Institute by the Italian Government will be returned to that Government.

Article 19

1. Amendments to this Statute, passed by the General Assembly, shall come into force when approved by a majority of two thirds of the participating Governments.

2. Each Government shall communicate its approval in writing to the Italian Government, which shall inform the other participating Governments and the President of the Institute.

3. Any Government which has not approved an amendment to the Statute may denounce the Statute at any time within six months of the coming into force of the amendment. Denunciation shall take effect from the date of notification to the Italian Government, which shall inform the other participating Governments and the President of the Institute.

Article 20

1. Any Government wishing to accede to this Statute shall notify the Italian Government in writing of its accession.

2. Accession shall be effective for six years; it shall be deemed to be renewed for further periods of six years unless denunciation is effected in writing at least one year before the expiry of any such period.

3. Accessions and denunciations shall be notified to the participating Governments by the Italian Government.

Article 21

This Statute shall come into force as soon as six Governments have notified the Italian Government of their accession.

Article 22

This Statute, dated 15 March 1940, shall be deposited in the archives of the Italian Government. A certified copy of the text shall be sent by the Italian Government to each of the participating Governments.

 

Interpretation of Article 7bis of the Statute, approved at the eleventh session of the General Assembly (30 April 1953)

The General Assembly,

Considering the Resolution, adopted by the Assembly on 18 January 1952, which amends the Statute of the Institute;

Considering that according to the second sentence of the first paragraph of Article 7^bis of the Statute which deals with the jurisdiction of the Administrative Tribunal "any dispute arising from contractual relations between the Institute and third parties shall be submitted to the Tribunal, provided that its jurisdiction is expressly recognised by the parties in the contract giving rise to the dispute";

Considering the advisability of further defining the extent of the jurisdiction which may be assumed by the Administrative Tribunal in accordance with the above provision;

Declares

(1) That the expression "any dispute arising from contractual relations between the Institute and third parties" which may be submitted to the Administrative Tribunal of the Institute in the circumstances envisaged in Article 7^bis of the Statute, relates exclusively to any dispute concerning obligations arising from contracts concluded between the Institute and third parties.

(2) That the jurisdiction of the Administrative Tribunal in respect of disputes arising from contractual relations between the Institute and third parties cannot be considered "expressly recognised" unless such recognition is expressed in writing.