Libro Primero · Título I Capítulo II. De las personas jurídicas

1.The State, the municipalities, the churches of all denominations, the University of San Carlos and the other public law institutions created or recognized by law;

2.Foundations and other entities of public interest created or recognized by law.

3.Associations without profit-making purposes and Non-Governmental Organizations, which aim to promote, exercise and protect their trade-union, political, economic, religious, social, cultural, professional or any other interests, whose formation was duly approved by the respective authority. Trustee boards and committees for recreational, public-utility or social-benefit works created or authorized by the corresponding authority are also considered as associations. Non-Governmental Organizations or NGOs are governed by a specific law; and

4.Companies, consortia and any others with profit-making purposes allowed by the laws.

The non-profit associations referred to in paragraph 3 may be established with the authorization of the State, in share form, without, by that fact alone, being considered as mercantile enterprises.

The legal person forms a civil entity distinct from its members individually considered; it may exercise all rights and contract the obligations that are necessary to carry out its purposes and shall be represented by the person or body designated by the law, the rules of its institution, its statutes or regulations, or the deed of incorporation.

Churches are capable of acquiring and possessing property and disposing of it, provided that they devote it exclusively to religious, social assistance, or educational purposes. Their legal personality is determined by the rules of their institution.

PERSONALITY OF CIVIL ASSOCIATIONS. Institutions, social assistance establishments and other entities of public interest regulate their civil capacity in accordance with the laws that have created or recognized them, and associations in accordance with the rules of their institution, when they have not been created by the State. The juridical personality of civil associations is the effect of the act of their registration in the corresponding register. The act of its registration does not validate the provisions of their statutes that suffer from nullity or that are voidable. The corresponding action may be exercised by whoever has an interest in the matter or by the Office of the Attorney General of the Nation.

For the specific case of Non-Governmental Organizations or NGOs, these shall be governed by the specific law on the matter.

The legal persons referred to in subsection 4 of Article 15 are subject to what is agreed in their constitutive deed or in their statutes duly approved by the corresponding authority.

Foundations shall be constituted by public deed or by will. The instrument of foundation must indicate the allocated patrimony and the purpose to which it is destined and the form of administration. The respective authority shall approve the operation of the foundation if it is not contrary to law, and in the absence of sufficient provisions, shall issue the necessary rules to give effect to the founder's will.

The Ministry of the Interior and the Superintendency of Tax Administration, as well as the Office of the Comptroller General of Accounts, if applicable, shall oversee to ensure that the property of foundations and NGOs is used in accordance with its intended purpose. If they identify an act contrary to the law and public order, they shall file the corresponding complaints.

If the purpose of the foundation is not realizable, or if the property proves insufficient for the proposed purpose, or its maintenance becomes onerous, these circumstances having been proved before the competent judge of First Instance, the patrimony of the foundation shall be incorporated into another institution pursuing analogous purposes, except as the founder may have provided in this respect.

Foreign foundations are subject to the foregoing provisions with respect to their approval and operation, as well as to the provisions of the specific law for Non-Governmental Organizations or NGOs.

Those who are members of unions, associations or committees that propose to carry out relief or charitable purposes or public works, monuments, exhibitions, festivities and the like, when they lack juridical personality, are jointly and severally liable for the funds they collect and for their investment in the announced purpose. When the latter has not been carried out, the funds collected shall be allocated, by disposition of the authority, to social assistance purposes.

Legal persons are civilly liable for the acts of their representatives which, in the exercise of their functions, harm a third party, or when they violate the law or fail to comply with it; without prejudice to any action that may lie against the authors of the damage.

Civil associations or Nongovernmental Organizations may be dissolved by the will of the majority of their members and for the causes determined by their statutes. They may also be dissolved by decision of the respective authority, at the request of the Public Prosecutor's Office, the Superintendency of Tax Administration, the Comptroller General of Accounts or the Ministry of Governance, when it is proven that their activities are contrary to the law and to public order.

Upon dissolution of an association, the property belonging to it shall have the destination provided for in its bylaws; and if nothing shall have been provided, they shall be considered as vacant property and applied to the purposes determined by the authority ordering the dissolution.

The extinction of the legal person does not exempt it from the liabilities it may have left pending; and the representation of the persons who have held it shall not cease until the matters relating to said legal person are concluded.

Companies or associations legally constituted abroad may establish themselves in the country or have agencies or branches therein, with prior authorization from the Executive.

The authorization referred to in the preceding article shall not be granted unless the company or association legally proves that it is constituted and authorized in accordance with the laws of the country of its domicile; that its constitution and purposes are not contrary to the laws of the Republic; and that it has appointed a funded and rooted mandatary with all the general and special powers required by law to answer for the judicial and extrajudicial matters relating to the company or association. If the agent does not have all such powers, he shall be deemed vested with them by operation of law.

Foreign companies or associations that have business in the Republic are obligated:

1st. To establish agencies or branches to attend to said business;

2nd. To keep accounting, in legal form and written in Spanish, in which are recorded the operations or business that they conduct in the country; and

3rd. To submit to the laws and tribunals of the Republic for the decision of the judicial questions to which the business of the agency or branch gives rise.

Foreign companies or associations established in Guatemala and foreign branches and agencies that violate the provisions contained in the preceding article may be closed by the administrative authority, without prejudice to enforcing the liabilities they may have incurred on account of their activities.

Foundations, institutions, social assistance establishments and associations whose purposes are of public interest shall be subject to the supervision of the State. Such entities and joint-stock companies may also be subject to intervention by the Executive when interest or public order so require.