The Definition of Director May Depend on the Context

While working with one of my international clients several months ago, I re-learned a lesson that I already knew: The meaning of a word (in this case, the definition of Director) may depend on the context.

The client is located in Vietnam and wanted to open a branch office in the Bay Area. It would be “doing business” in California, so it needed to qualify as a foreign corporation.

I duly prepared a Statement and Designation by Foreign Corporation and had it signed by the client’s most senior officer. That officer’s title, translated as “Director,” was entered onto the form.

The Secretary of State rejected the form. The reason: In the U.S., “Director” is not the title of an officer – in the legal context it refers, typically, to a member of the board of directors.

I didn’t have time to argue with the Secretary of State’s Document Examiner. I changed “Director” to “President” and resubmitted the form successfully.

Moral: Be careful when taking terms from one legal system to another. Sometimes, straightforward translation may not be enough.

Dana H. Shultz, Attorney at Law? +1 510 547-0545? dana [at] danashultz [dot] com
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