Perspectives

Studies in Translation Theory and Practice

ISSN: 0907-676X (Print) 1747-6623 (Online) Journal homepage: http://www.tandfonline.com/loi/rmps20

A review of the concept of “functional equivalent”

in translation: business entity types in Spain and
in the United States

Marta García González

To cite this article: Marta García González (2017) A review of the concept of “functional
equivalent” in translation: business entity types in Spain and in the United States, Perspectives,
25:3, 378-396, DOI: 10.1080/0907676X.2017.1287207

To link to this article: http://dx.doi.org/10.1080/0907676X.2017.1287207

Published online: 03 Mar 2017.

Submit your article to this journal

Article views: 45

View related articles

View Crossmark data

Full Terms & Conditions of access and use can be found at

http://www.tandfonline.com/action/journalInformation?journalCode=rmps20

Download by: [The UC San Diego Library] Date: 15 June 2017, At: 02:54
PERSPECTIVES, 2017
VOL. 25, NO. 3, 378–396
https://doi.org/10.1080/0907676X.2017.1287207

A review of the concept of “functional equivalent” in

translation: business entity types in Spain and in the
United States
Marta García González
Faculty of Philology and Translation, Universidade de Vigo, Vigo, Spain

ABSTRACT ARTICLE HISTORY

Following a review of the concept of ‘functional equivalent’ from the Received 24 January 2016
perspective of comparative law and of translation studies, the paper Accepted 23 January 2017
discusses the need to use functional equivalents in the translation of
KEYWORDS
business entity types. For this purpose, I first examine the existing Business entity type;
correspondences between the most common business entity comparative law; functional
types in Spain and in the United States, through the analysis and equivalence; functional
comparison of several regulatory elements in each of the two equivalent
business systems, namely formation requirements, legal
personality, tax obligations, business capital structure, owner’s
liability, distribution of management tasks and transferability of
ownership interest. In its second part, the paper discusses the
implications from the lack of equivalence for the translation of
business entity types in different types of texts. The analysis of a
series of examples evidences that alternative translation strategies,
such as the use of a neutral term or of the original term, may
better contribute to maintaining the discursive function of
references to business entity types in particular translation settings.

1. Introduction
The dichotomy between domestication and foreignization is without a doubt among the
oldest debates in Translation Studies. We can trace its origin back to the times of Cicero
who, in discussing his translation of Demosthenes and Aeschines’ discourses, claimed to
have translated as an ‘orator’, not as an ‘interpreter’, giving the same ideas ‘in words con-
formable to our manners’ (Cicero, 46BC, part 14).
While foreignization is achieved by transferring elements from the original culture,
either through calques, loans or literal translations, among other strategies, domestication
is mainly based on the search for the so-called ‘functional equivalence’, a term that has
been the object of numerous works (House, 1981; Nida, 1964; Nord, 1991; Reiss, 1971),
ranging from equivalence at the discourse level to definitions focusing on the equivalence
of particular concepts (word-level equivalence).
Legal translation, and by extension other modalities of translation connected to it, such
as business or economic translation, is one of the fields where the concept of functional
equivalence has received the most attention, mainly due to the impossibility of finding

CONTACT Marta García González mgarciag@uvigo.es

© 2017 Informa UK Limited, trading as Taylor & Francis Group
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 379

absolute equivalents when dealing with terms and concepts from different legal and
business systems. Yet interest in functional equivalence at the word level does not originate
from the activity of translation itself, but from legal practice, where the need for equiva-
lents results from the interaction between two or more legal systems. In their profession,
legal experts are faced with the need to find equivalences between the concepts of their
legal systems and those of other legal systems. The problem can apply to systems using
the same language, as is the case of American legal institutions or concepts and their
British counterparts (e.g. differences between a notary public in the United States and a
notary public in the United Kingdom), or between the concepts or institutions of any
two Spanish-speaking countries (e.g. the Tribunal Constitucional [Constitutional Court]
across Spanish-speaking countries).
In the past decades, comparative business law has been the focus of micro- and macro-
comparative legal analyses both from a legal (Backer, 2002; Ventoruzzo et al., 2015) and
from a specialized translation perspective (Biel, 2006; Gil, 2012). No in-depth studies,
however, provide a rigorous and comprehensive comparison of the main business entity
types in Spain and in the United States. This, together with the availability of Internet
sources suggesting incorrect equivalences, turns the translation of business entity types
into one of the main challenges translation students have to face in the economic translation
classroom. In addition, recourse to functional equivalents suggested by comparative law
experts may turn out to be inappropriate in particular translation settings since, as Šarčević
argues, ‘the fact that a functional equivalent has the same function as the source concept
does not necessarily mean that it is acceptable for the purpose of translation’ (1997, p. 236).
Against this background, the article discusses the appropriateness of using functional
equivalents in business and other specialized translations. It first provides a comparative
review of the prevailing business entity types in Spain and in the United States. Secondly,
following a brief review of recent translation literature contributions to the concept of
functional equivalence, the need for functional equivalents is assessed for the translation
of business entity types in a sample of texts, based on the analysis of the discursive function
of the business entity type in each particular translation setting. Although examples are
provided for the language pair English-Spanish only, similar conclusions may be drawn
for other language pairs, particularly those involving English and a language from a
civil law country.

2. Spanish and American business entity types compared

Writing about Spanish business law in 2005, Sánchez claimed:
The company agreement aims at creating an organization of persons that is the basis of the
business entity. Throughout history, this type of organization has adopted different legal
shapes or forms, so it can be claimed that it is a historical and not a purely logical
product, which sometimes results in overlapping business entities (my translation). (2005,
pp. 158–159)

At an international level, it is thus impossible to find two business entity types that are fully
equivalent. Although we may identify a certain degree of parallelism among the business
entity types in different business systems, a quick look at the business laws of different
countries will reveal the existence of important differences. For example, the concept of
380 M. GARCÍA GONZÁLEZ

legal personality, which Spanish law grants to all types of business entities, is not equally
acknowledged by other legal systems for all business entity types (Sánchez, 2005, p. 165).
Based on a conceptual analysis in which the constituent characteristics of particular
concepts are established and classified as ‘essential’ or ‘accidental’, Šarčević (1997,
pp. 237–238) measured the degree of equivalence in different legal systems. In his
model, concepts from different legal systems are classified into three different categories:

. Near-equivalence: this is the optimum and rarest degree of equivalence. It occurs when
two concepts from different legal systems share all of the essential characteristics and
most of the accidental ones.
. Partial equivalence: this is the most common type of equivalence. It occurs when two
concepts from different legal systems share most of their essential characteristics and
some of their accidental characteristics.
. Non-equivalence: this applies to those concepts that only share a few essential
characteristics.

Drawing on Šarčević’s model, this section compares the main business entity types in
Spain and in the United States. It considers a number of characteristics that may contrib-
ute to determining the proximity or distance between the different entities: the existence of
separate legal personality, the need for public incorporation of the company and its regis-
tration in a companies’ registry, the way in which the business’s capital is organized, the
applicable tax obligations, the liability of the business’s owners and the distribution of
management tasks within the company.

2.1. Prevailing business entity types in Spain and in the United States
Following Constantinesco (1974, p. 135), who claims that the essential characteristics of
concepts may be best established by examining the original sources of a particular
system, this section examines federal and state business law in the United States and
Spanish business law. Although the essential characteristics of state business laws are
similar in the 50 U.S. states, there are also some relevant differences that will be high-
lighted when appropriate.
A major feature of the American business system is the coexistence of parallel federal
(Uniform) and state legislation and jurisprudence. Thus, every state has its own legislation
governing the formation and management of business entities, while there are federal acts
that set up minimum requirements to be met regarding business activities, the distribution
of ownership interests and the owners’ liability and management duties and rights. It is
important to stress that although there are some federal mandatory rules, there are
many other federal regulations, such as the Uniform Acts, that each state has the right
to ratify or reject. In Spain, business law is far more limited than in the United States,
as there is no significant business law at the regional level and all business entities have
to be organized under national law.
Business entities in the United States are traditionally divided into partnerships and cor-
porations, from which a whole range of other hybrid and ad-hoc business entity types have
emerged combining the benefits of both types of entities. The most popular is the limited
liability company (LLC), which is organized by state statute and combines the pass-
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 381

through taxation of a partnership with the limited liability of a corporation. In Spain, the
most common business entities are generally classified into sociedades personalistas and
sociedades capitalistas. A third group of entities, the so-called sociedades de economía
social (social economy companies), comprises sociedad laboral and sociedad cooperativa.
Although included in Figure 1, both entities are excluded from the comparative analysis
due to their specificity, which would require an extensive discussion beyond the scope
of this article.

2.2. Corporations and LLCs versus sociedades capitalistas

At the federal level, a corporation is governed by the 1933 Securities Act and the 1934 Secu-
rities and Exchange Act, as amended by subsequent acts. At the state level, corporations are
created by and governed by the statutes of the state in which they incorporate (Schneeman,
2009, p. 247). In some states (e.g. Florida, Washington …) state corporate law is based on
the Model Business Corporation Act, a model statute prepared by the American Bar
Association, while other states (California, Delaware, Texas …) have developed their
own state corporate acts (IBP, 2009, p. 47). This enables them to attract investment,
since, as interpreted by the Supreme Court of the United States, the U.S. Constitution
allows businesses to incorporate in the state of their choice, regardless of where their regis-
tered office is located. In Spain, capital-managed companies are governed by the 2010 Ley
de Sociedades de Capital and provide limited liability, free transferability of ownership
interests, and centralized management, among other advantages. Important common fea-
tures of all the Spanish capital-managed entities include the fact that they must all be
incorporated by execution of a deed by a public notary and by registration at the compa-
nies’ registry, that they all have legal personality separate from that of their owners, and

Figure 1. Main business entity types in Spain and in the United States. Source: Author’s elaboration
based on information from Spanish and American business law.
382 M. GARCÍA GONZÁLEZ

that they are all subject to a company tax, i.e. none of them is entitled to pass-through
taxation. This represents a major difference between Spanish capital-managed companies
and American corporations, since the U.S. Internal Revenue Service distinguishes four
types of corporations based on their tax obligations at the federal level.
At the U.S. state level there are other business entity types available, such as the close
corporation, whose shares are not freely traded and are owned by a limited number of
people (30–49 depending on the state), with restrictions on stock sale or transfer. They
can be run as partnerships with all corporate benefits and may choose to be taxed as
pass-through companies if they qualify under Subchapter S of the Internal Revenue
Code. As mentioned above, the LLC is also organized at state level. Although there is a
federal code, the Uniform Limited Liability Company Act, passed in 1995 and amended
in 1996, 2006 and 2013, it has only been enacted into law by fourteen states. This is rel-
evant when searching for a functional equivalent in Spanish, as there may be as many
different LLCs as there are states permitting the creation of this type of entity (Table 1).

2.3. Partnerships versus sociedades personalistas

A partnership in the United States is an unincorporated business created under a private
agreement between its partners. As with corporations, there are different types of partner-
ships, depending mainly on the liability assumed by the partners and on the distribution of
management tasks. The simplest form of partnership is the general partnership (GP), gov-
erned by state statute, although there is a Uniform Partnership Act (UPA) that has been
enacted into law by most U.S. States. In its 1997 revision, another entity type, the
limited liability partnership (LLP), which provides partners with limited liability, was
added to the Uniform Partnership Act. A particular form of partnership, the limited part-
nership (LP), which affords limited liability to some of the business’s members (limited
partners) is also governed primarily by state statute, although federal law, codified in
the Uniform Limited Partnership Act (ULPA), has been adopted by most U.S. states,
either in its original version of 1916 or in its amended versions of 1985 (RULPA) or
2001 (Re-RULPA). Finally, some states have recently created the limited liability limited
partnership (LLLP), a logical evolution of the limited partnership in which there are still
two types of partners, general and limited, but with limited personal liability being
afforded to all of them. Partner-managed companies in Spain are governed by the
Spanish 1885 Código de Comercio and are generally characterized by the unlimited liability
of their partners (except for the limited partners in the sociedad comanditaria), the non-
transferability of ownership interests, and the authority of the partners to obligate and
manage the business. As in the case of capital-managed companies, all partner-
managed companies are formed by execution of a company agreement before a notary
public, and registration with the companies’ registry (Table 2).
The application of Šarčević’s model (1997, pp. 237–238) to our tables indicates that
there are no near equivalences between the business entity types prevailing in the
United States and those prevailing in Spain, as none of the compared entities share all
of their essential characteristics. Differences in taxation are particularly relevant, but diver-
gences are also found in formation requirements, management and transferability of inter-
ests. We may claim, therefore, that no functional equivalents exist between American and
Spanish business entity types from a Comparative Law perspective. In the following
Table 1. United States corporation and LLC versus sociedades capitalistas in Spain.
Legal Limited Personal Transferability of ownership
Business entity type personality Formation Taxation Liability Centralized Management interests Publicly traded

PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE

Corporation (Inc.) √ Sate filing Elective √ √ √a √a
Limited √ required Elective √ Only in rare
Liability Company casesb
Sociedad √ Public filing Company Income √ √ √ √
Anónima (S.A.) required Tax
Sociedad Limitadac √ X
Sociedad √ Limited for limited Management only by general
comanditaria por partners partners
acciones Unlimited for general
partners
Notes: aUnless it is a close corporation. bThere are no federal or SRO prohibitions against making an initial public offering as an LLC and, as a matter of fact, there are publicly traded LLCs, such as
Fortress and OchZiff. However, LLCs are created under state statute and those often make it very difficult or even impossible for LLCs to go public. cThe Spanish sociedad limitada or sociedad de
responsabilitad limitada is traditionally included in the capital-managed companies category, which is one of the main differences from the American LLC and limited liability companies in several
other countries. This is expressly mentioned in the Spanish Corporation Act (Real Decreto Legislativo 1(2010), namely in part III of its Preamble: ‘En España las limitadas no son una anónima ‘por
fuera’ y una colectiva ‘por dentro’ (‘In Spain, a sociedad limitada is not a sociedad anónima ‘in its outside’ and a sociedad colectiva ‘in its inside’).
Source: Heyming, 2009; Author’s elaboration.

383
 384
M. GARCÍA GONZÁLEZ
Table 2. United States partnerships versus sociedades personalistas in Spain.
Transferability of Publicly
Business entity type Legal personality Formation Taxation Limited Personal Liability Management ownership interest traded
US General Only in states Private agreement of the parties Pass-through X Shared by all X X
Partnership adhering to entity partners
RUPAa
US Limited Liability √ Private agreement of the parties Limited for all partners X X
Partnership + Filing of Statement of
US Limited Only in states qualification Limited for limited partners Only possible by X √b
Partnership adhering to Unlimited for general partners general partners
RULPA except in states enforcing the
Re-RULPA
US Limited √ Limited both for general and X X
Liability Limited limited partners
Partnership
Sociedad colectiva √ Public filing required Company X Shared by all √ X
Income Tax partners
Sociedad Limited for limited partners Only possible by X
comanditaria Unlimited for general partners general partners
simple
Notes: aThe 1914 version of the Uniform Partnership Act, the UPA, was enacted into law in every state except Louisiana, while 37 states have enacted the most recent revision of the act, passed in
1997. States that have not enacted the 1997 revision may still be using the 1914 act, which does not acknowledge business legal personality. bTo qualify for publicly traded partnership status, the
partnership must generate a minimum of 90% of its income from ‘qualifying’ sources, namely real estate, natural resources and commodities, as determined by the IRS.
Source: Author’s elaboration.
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 385

section, I will discuss whether functional equivalence from a Translation Studies perspec-
tive is possible when dealing with American and Spanish business entity types.

3. From comparative law to translation studies

As claimed by Engberg (2013, p. 16), ‘one of the differences between comparative law and
legal terminology/legal translation lies in their object of study: comparative law is tra-
ditionally interested in comparing rules, whereas legal translation is interested in compar-
ing concepts’. Indeed, as also highlighted by Engberg, although translators and experts in
comparative law may find points of common interest, as both groups seek common
elements among different legal systems, a comparativist is normally interested in compar-
ing legal elements aimed at solving a particular legal issue, ‘while translators are interested
in comparing in order to solve their current formulation problems’ (2013, p. 17).
Based on these premises, the following section provides a brief review of the main con-
tributions to the definition and applications of the concept of functional equivalent within
Translation Studies. Such a review aims at gaining insight into the differences between
comparative law and legal and business translation, and at determining to what extent
such differences have an impact on decision-making where functional equivalence is
involved.

3.1. Functional equivalent: how much equivalent and how much functional?
The concept of functional equivalence (be it Nida’s dynamic equivalence [1964], New-
mark’s communicative translation [1981], House’s covert translation [1981], Nord’s
instrumental translation [1991] or Jakobsen’s functional translation [1994] among
others) is unquestionably one of the concepts that has attracted most interest in the
history of Translation Studies. Dynamic equivalence seeks to ‘reproduce in the receptor
language the closest natural equivalence of the source-language message’ (Nida &
Taber, 1969, p. 12). Faced with the impossibility of attaining full equivalence, the
authors claim that choosing the closest equivalent in the target language to the concept
in the source text should be considered the ideal option. Moreover ‘a natural rendering
must fit the receptor language and culture as a whole; the context of the particular
message; and the receptor-language audience’ (Nida, 1964, p. 167). Neither the form
nor the meaning, therefore, should be foreign to the target text audience, as the essence
of dynamic equivalence is the TT receptor’s response, which should be substantially the
same as that of the receptors in the source language (Nida & Taber, 1969, p. 68).
The idea of equivalence, however, has not been free from criticism, to the extent that
relevance of the concept itself has been questioned within Translation Studies as a
whole. Thus, Snell-Hornby (1988, p. 22) claims that the concept of equivalence presents
‘an illusion of symmetry between languages which hardly exists beyond the level of
vague approximations and which distorts the basic problems of translation’. Chesterman,
in turn, argues that
[…] the equivalence supermeme is the big bugbear of translation theory, more argued about
than any other single idea: a translation is, or must be, equivalent to the source, in some sense
at least […] If translation theory studies translations, and all translations are by definition
equivalent, it would seem that we could dispense with the term altogether, and focus
386 M. GARCÍA GONZÁLEZ

instead on the wide variety of relations that can exist between a translation and its source.
(Chesterman, 1997, pp. 9–10)

Despite possible criticism, the fact is that equivalence has been explicitly or implicitly at
the basis of Translation Studies since its inception as a discipline, and it has contributed
to the description of the decision-making process in translation. No matter whether it
refers to a real relationship between the source and the target text or just to an illusion,
‘the belief in equivalence is historical, shared and cost-effective in many situations’
(Pym, 2010, pp. 37).
In contrast to initial theories, which focused on functional equivalence as a strategy
applied to the discourse as a whole, several authors (Franzoni, 1996; Harvey, 2000;
Mayoral, 2004; Šarčević, 1989, 1997; Weston, 1991) have used the term to refer to a trans-
fer strategy for much shorter units, particularly the transfer of legal-cultural concepts in
the field of specialized translation. Šarčević defines ‘functional equivalent’ as ‘a term in
the target system designating a concept or institution, the function of which is the same
as that of the source term’ (1989, pp. 278–279).
Opinions regarding the appropriateness of this technique in specialized translation,
however, are not unanimous. While some authors describe functional equivalence as
‘the ideal method of translation’ (Weston, 1991, p. 23) or as ‘the most appropriate strategy
in many legal translations’ (Franzoni, 1996, p. 11), others claim that it is overused and has
potential dangers:
Experience shows us that learners tend to overuse this device, no doubt because it is aesthe-
tically satisfying and allows them to apply newly-acquired knowledge about the TL system.
This can cause them to ignore potential dangers: for instance, the term ‘tribunal d’instance’
can produce anomalies such as ‘Magistrates’ Court’ or ‘County Court’, which sound distinctly
odd in the French context. (Harvey, 2000, p. 3)

In general, most authors seem to agree on the need to handle functional equivalence with
care and to consider other translation strategies. Martín (2005, p. 175) discusses the
dangers of functional equivalence, which, in her view, includes the neutralization of differ-
ences between concepts. In her opinion, this adds to the ethnocentric nature of the strat-
egy, an interesting position also shared by Harvey, who claims that functional equivalence
‘implicitly asserts the pre-eminence of the TL culture over the SL culture, presupposing
that a foreign legal system is best perceived through the perspective of one’s own
system’ (2000, p. 359).
A similar position is adopted by Mayoral (2004, p. 69), who stresses the comparatist
origin of functional equivalent as a translation strategy. For this author, although the strat-
egy basically enables understanding when the target reader is not acquainted with the
foreign system, it also hinders the identification of original SL concepts, with information
running the risk of being inaccurate. This is why he suggests the use of mixed techniques,
consisting of a combination of expressive procedures, such as maintaining the original
term followed by an explanatory translation in brackets. Similarly, Bestué and Orozco
(2011, p. 183) refer to functional equivalents not as an available technique where no
total equivalence exists, but as ‘a starting point’. In a legal translation setting, the translator
should make the effort to find and use a functional equivalent only when this technique
best serves the communicative purpose, based on the TT function and on other legal
issues, such as the applicable law.
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 387

Šarčević (1997, p. 238) argues that the use of concept A as a translation for B or vice
versa would be fully appropriate only when A and B are near-equivalents and entirely
inappropriate when A and B are non-equivalents. The decision as to whether a partial
equivalence is appropriate is to be made by the translator based on several criteria, such
as the scope of application of the concepts, their respective legal effects, or the branch
of law they belong to. As alternatives to functional equivalence, the author suggests the
use of ‘lexical expansion’ (1997, p. 250) or of ‘descriptive paraphrases’ (1997, p. 252).
Another possibility may be using an alternative equivalence, among which she suggests
‘neutral’ or non-technical terms (1997, p. 255). This is a common strategy in international
organizations, as it prevents conflicts with terminology from national legal systems.

3.2. From translation studies to professional translation

What all the above authors seem to have in common is the fact that they have imported
the ‘functional equivalent’ concept from Comparative Law, thus placing emphasis on
particular systemic differences rather than on the purpose of the target text as a
whole. Translation experience shows that this form of ‘functional equivalent’ is only
possible where natural equivalence exists between the two terms, i.e. where there is
one-to-one equivalence, which is common with some technical terms but extremely
rare when two different business systems are confronted. As Pym argues, the decision
process in this case is ‘pertinent to terminology and phraseology more than to translat-
ing as such’ (2010, p. 28).
In many translation settings the use of a neutral concept to replace a specific one may
play an equivalent function in the target text at a lower risk of inaccuracy. In other settings,
the original concept in the source text is so relevant that a replacement with the target
system concept involves a material change in information. These cases normally require
borrowing the foreign term, doing a word-for-word translation or using an explicitation.
Yet does using a neutral or a borrowed concept render the translation non-equivalent
from a functional point of view? In our opinion, it is the use of the alleged functional
equivalent that would result in a translation that is not functionally equivalent.
As Tricás (2008, p. 90) stresses, since languages are not symmetrical, a translator should
not aim at finding useless formal equivalences but at finding functional similarities that
may fit a particular translation setting and its purposes. Equivalences, thus, should be
one-off equivalences that are selected for a specific communicative act and that do not
involve identity but mere similarity. In other words, a translator may not and should
not establish absolute equivalences, since what seems acceptable or valid for the trans-
lation of one text in a particular time and setting may not be acceptable or valid for the
translation of another text in the same time and context, nor for the translation of the
same text in a different time or context. It remains to be established, then, when the
‘setting’ requires a functional equivalent and when a neutral translation, a word-for-
word translation or even a borrowing of the original term may be more appropriate strat-
egies. The sample texts discussed below, all of them containing references to one or several
United States business entity types, are intended to enable discussion about the use of a
functional equivalent against other strategies in translation.
The first sample text (Figure 2) is an excerpt from the U.S. Small Business Adminis-
tration website. It is a reference text for non-expert readers.
388 M. GARCÍA GONZÁLEZ

Figure 2. American business entity types in a reference text. Source: https://www.sba.gov/starting-

business/choose-your-business-structure.

A translation of this excerpt (or of any other reference material dealing with business
entity types in any given legal system) might have an informative purpose, i.e. providing a
non-expert readership with general information on the common types of business entities
in the United States and on their main advantages and disadvantages. Such information
might be relevant for a student but also for a possible investor who is planning to
invest in the United States, or for a business owner planning to expand into the United
States’ markets by creating a subsidiary. In these translation settings, the direct replace-
ment of the American business entity types with their alleged Spanish functional equiva-
lents would provide the readership with false information concerning the characteristics of
the entity, since when reading the Spanish term, the reader would understand that both
entities, the Spanish and the American, are equivalent, i.e. that they have equal rights
and duties. In our opinion, the text requires an alternative strategy to the functional equiv-
alent that ensures functional equivalence. A word-for-word translation might be a possi-
bility here in line with Weston (1991, p. 24), who considers word-for-word a useful
solution in some cases, as in the translation of ‘court d’appel’ with ‘court of appeal’.
However, word-for-word translation should not be used when it leads to a false-friend
equivalence, such as ‘common law’ and ‘droit comun’. This is also the thesis advocated
by Martín (2005, pp. 182–183), who claims that word-for-word translation may cause
denominative coincidences between legal concepts of different nature, thus leading to
interpretation errors as regards the function of the concept in the original culture. This
happens with the direct word-for-word translation of ‘limited liability company’ for soci-
edad de responsabilidad limitada, which establishes an equivalence between two business
legal entities with important differences, as seen in section 2. The use of a neutral term
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 389

(such as sociedad or sociedad personalista) would not be an acceptable strategy either, as

the reader is interested in the particular business entity types of the United States, and a
neutral translation might result in different entities being referred to with the same term.
An appropriate strategy in this case, therefore, could be maintaining the original term in
the target text together with a short explicitation that suggests a similarity with a Spanish
business entity type but without involving an actual equivalence.
Our second sample text (Figure 3) is an excerpt from a Memorandum of decision
granted in the United States District Court for the District of Connecticut. The plaintiffs
are two limited liability companies, organized under the laws of the State of Connecticut
and Delaware respectively. The search for a functional equivalent might lead us to the
Spanish sociedad limitada, which the readership would immediately link to the Spanish
business entity type and its characteristics. We know, however, that there is not a func-
tional equivalent (near-equivalent) in the Spanish business system to the Connecticut
limited liability company, nor to the Delaware limited liability company. Yet the main
point here is to decide to what extent the entity type is relevant for the Spanish readership,
so as to decide if a neutral translation would be acceptable here instead of a partial equiv-
alence. Although it is a difficult decision to be made without the whole text and the trans-
lation briefing, even if we decide that the entity type is relevant, an explicitation or the use
of the original term might be of more use to the Spanish reader than a potentially mislead-
ing equivalence.
The sample text in Figure 4 is taken from the website of Dehm Associates, LLC, more
specifically from the Profile section of the site. In contrast to Figure 3, this is an example of
a typical legal-informative text, where the main purpose is to describe the company’s legal
policies. However, the reference to the business entity type is included in the subsection
‘Who we are’, which describes the company and the services it provides. The business
entity type, hence, is of no relevance for a possible target readership, and it would be
best replaced by a neutral term such as sociedad or empresa. Our proposal disagrees
with Weston’s claim (1991, p. 22) that demands regarding the level of equivalence are con-
ditioned by the nature of the translated text and that informative texts targeted to non-
expert readerships are less demanding than specialized texts targeted to expert readerships.
Hence, the use of a functional equivalent might be more acceptable in a general than in a

Figure 3. Use of limited liability company in a memorandum of decision. Source: https://ecf.ctd.

uscourts.gov/cgi-bin/show_public_doc?2014cv0250-73.
390 M. GARCÍA GONZÁLEZ

Figure 4. Use of Limited Liability Company in a website profile section. Source: http://www.
dehmassociates.com/privacy.html.

specialized text. In our opinion, both when dealing with ‘informative’ texts for non-expert
readerships and when dealing with specialized texts for experts, the translator should
assess whether a functional equivalent is required or whether a neutral term is sufficient
for successful communication.
The texts in Figures 5 and 6 are excerpted from the by-laws of two American corpor-
ations. The texts show that one single term, corporation, may refer to two different
business entity types. A translator might decide that, despite the existence of material
differences between them, the Spanish sociedad anónima is an appropriate functional
equivalent for corporation, as it is suggested in many bilingual English-Spanish legal
and business dictionaries, encyclopedias, legal translation blogs and forums, etc.
However, while McDonalds is an open corporation, which might be equivalent to the
Spanish sociedad anónima, Missouri One Call System Inc. is a non-profit corporation
and, as such, it has members instead of shareholders, it may be tax-exempt and it does

Figure 5. Use of Corporation in the by-laws of an open corporation. Source: http://corporate.

mcdonalds.com/content/dam/AboutMcDonalds/2.0/pdfs/investor/Revised%20ByLaws%20as%20of%
2010%2026%202015.pdf.
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 391

Figure 6. Use of Corporation in the by-laws of a non-profit corporation. Source: https://www.mo1call.

com/downloads/documents/Bylaws.pdf.

not pay dividends to its members. Although in Spain non-profit entities may incorporate
as sociedades anónimas, they rarely do so. Most non-profit entities are fundaciones, aso-
ciaciones, or mutualidades. However, again the point here is to decide whether the
entity type is relevant for the Spanish readership, or whether a neutral translation
would be more desirable in both cases. In our opinion, as the term is repeated throughout
the texts, and is even used as the reference name for the business entity, a neutral concept
such as sociedad capitalista would result in a more natural translation than sociedad
anónima for Text 4, while in Text 5, sociedad or compañía would suffice. This strategy
would ensure that the readership does not attribute to the source business entity essential
constituent characteristics that are inherent to a target business entity.
Figures 7 and 8, both excerpts from a Power of Attorney, show that the same business
entity type in one text may require different translations based on its discursive relevance.
In Figure 7, the reference to the business entity type is included in apposition, i.e. it gives
extra information but is subordinate in significance within the sentence. As in previous
examples, a neutral term such as sociedad mercantil would fit the purpose of the trans-
lation as a whole, it being unnecessary to use a partial functional equivalent such as socie-
dad limitada.
Conversely, in Figure 8, the condition expressed in the sentence ‘If grantor of this power
of attorney is an LLC’ makes it impossible to use a neutral term in translation, as it is the
type of business entity itself that is relevant in the sentence context. Yet, using a Spanish
business entity type as a functional equivalent would not be an appropriate solution either.
In our opinion, using the original term with an explicitation would be the most advisable
option in this translation setting.
Our two last examples are not excerpted from typical legal, business or financial texts,
yet I consider them relevant as they can help us to illustrate how functional equivalence

Figure 7. Use of limited liability company in a parenthetical remark in a power of attorney. Source:
Author’s elaboration based on model power of attorney.
392 M. GARCÍA GONZÁLEZ

Figure 8. Use of LLC as a predicate nominative in a power of attorney. Source: Author’s elaboration
based on model power of attorney.

actually works in the translation of business entity types. The example in Figure 9 is an
excerpt from a novel by American writer Donna Tart, The Goldfinch, together with the
published Spanish translation. The original term corporation is translated into Spanish as
sociedad, a neutral term perfectly equivalent in this translation setting. Although the use
of the alleged functional equivalent sociedad anónima might have been a possible strat-
egy, the use of a neutral term is a much better option in our opinion. In this respect, I
tend to disagree with Harvey’s claim (2000, p. 3) that resorting to a functional equivalent
‘is appropriate for the translation of texts intended for the lay reader (novels, general
newspapers, political speeches, etc.) in contexts where scrupulous accuracy is less impor-
tant than fluency and clarity’. Although I acknowledge fluency and clarity may be more
important than accuracy in these types of texts, I also think that in most cases, both
fluency and clarity can be also achieved by means of neutral terms as evidenced in
Figure 9.
The final example refers to the particular use of a business entity type, namely to the
title of a well-known animated Disney film: Monsters, Inc. The title simulates the name
of an American corporation, and was ‘translated’ in Spain with a fictitious Spanish socie-
dad anónima, Monstruos, S.A. In this particular case, the functional equivalence works
perfectly, as the Spanish name has exactly the same function as the original one, i.e. to
create the idea of a business entity (possibly a large one). The type of business entity
and its characteristics are not relevant either in the source text or in the target text and
that is why the ‘translation’ does not cause any misunderstandings in the target readership.
In fact, this decision would have been impossible in a business translation setting, as the
Inc. (or any other abbreviation) in the name of a business entity type is considered as part
of the entity’s name and should never be translated. This shows that this example is not
really a translation, but rather an adaptation.

Figure 9. Translation of corporation into Spanish in Donna Tart’s The Goldfinch. Source: Tart, 2013; Tart
2014.
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 393

4. Final remarks
In the sections above, I have discussed equivalence relations between U.S. and Spanish
business entity types from a comparative law perspective and then assessed the need to
use functional equivalents in the translation of a short compilation of texts. The
examples show that the functional equivalent strategy that originates from comparative
law is rarely useful in the translation of business entity types, particularly in the fields of
legal, business, financial, or economic translation. This is partially connected to the
virtual impossibility of finding fully equivalent concepts between business legal
systems, but also to the discursive function the business entity type plays in the
source text. When the original concept in the source system is relevant in the text
(e.g. Figures 2, 3 and 8), its replacement with an incorrect equivalent from the target
system could result in material misunderstandings by the target reader. In these cases,
borrowing the original term followed by an explicitation has been shown to be a
more advisable strategy. This is particularly relevant in the case of translation students
who are not highly acquainted with legal systems and usually resort to unavoidably inac-
curate bilingual dictionaries. However, in many translation settings, (e.g. Figures 4–7 and
9), the business entity type may have only an incidental relevance and the use of a
neutral concept in the target text may contribute to maintaining the discursive function
at a lower risk of inaccuracy for the translator.
It should be stressed that the use of a neutral term or of a borrowing is not inconsistent
with the adoption of a functional equivalence approach at the discourse level. As argued in
section 3.2 above, it is the use of an incorrect equivalent that results in a translation that is
not functionally equivalent. On the contrary, a neutral term or a borrowing may contrib-
ute to maintaining the discursive function of the original concept, therefore qualifying as a
‘functional equivalent’ from the translation point of view, i.e. not as the concept in the
target system that has the same (similar) function as the one in the source system, but
as the concept that performs the same (closest) function in the target text as the original
concept in the source text.
From a practical perspective, our conclusions could be understood as a recommen-
dation for translation students particularly but also for professional translators to focus
on the discursive function of system- and culture-bound terms before they choose a
partial functional equivalent as their translation strategy. Although discussing
company laws in other countries was beyond the purposes of this work, the compara-
tive approach based on the distinctive legal features of business entities across countries
may also be of use for translators and translation students working with other language
pairs in making decisions about the use of functional equivalents as a translation
strategy.
From a theoretical perspective, the results encourage further studies in at least two
directions. First, further research may include a full implementation of the comparative
method to other business entity type systems both from Continental and Common law
countries, together with the practical application of the results to the translation of selected
texts between the corresponding language pairs. Secondly, it may be relevant to extend the
suggested study to other areas in the field of economic translation, particularly to highly
system-bound areas such as financial accounting (despite international harmonization
efforts) and taxation.
394 M. GARCÍA GONZÁLEZ

Disclosure statement
No potential conflict of interest was reported by the author.

Notes on contributor
Marta García González holds a PhD in Translation and Interpreting by the University of Vigo, Spain
and an MA in Foreign Trade by the University of Vigo. She was a professional translator from 1997 to
2010, specializing in legal and business translation. Since 2001, she has been a lecturer of legal and
business translation at the Faculty of Philology and Translation of the University of Vigo, where
she was the Director of the MA in Multimedia Translation from 2009 to 2012. She is a member of
the GETLT research group and her main research interests are legal and business translation, trans-
lation pedagogy, translation from and into minorized languages, and screen translation.

ORCID
Marta García González http://orcid.org/0000-0002-8076-5630

References
Backer, L. C. (2002). Comparative corporate law: United States, European Union, China and Japan.
Cases and materials. Durham, NC: Carolina Academic Press.
Bestué, C., & Orozco, M. (2011). La necesidad de la naturalidad en la reformulación en la
traducción jurídica en la ‘era de la automatización’ de las traducciones [The need for idiomaticity
in rephrasing in legal translation in the ‘era of machine’ translation]. The Journal of Specialised
Translation, 15, 180–199.
Biel, Ł. (2006). Incongruity of company law terms: Categorization of Polish business entities and
their English equivalents. Translation Journal, 10(4). Retrieved from http://translationjournal.
net/journal/38legal.htm
Chesterman, A. (1997). Memes of translation. Amsterdam: John Benjamins.
Cicero, M. T. (46 BC). Libellus de optimo genere oratorum. Retrieved from http://www.
thelatinlibrary.com/cicero/optgen.shtml
Constantinesco, L. J. (1974). Traité de droit comparé [Comparative Law Treatise], Vol. II. Paris:
Librairie générale de droit et de jurisprudence.
Engberg, J. (2013). Comparative law for translation. The key to successful mediation between legal
systems. In A. Borja & F. Prieto Ramos (Eds.), Legal translation in context: Professional issues and
prospects (pp. 9–25). Bern: Peter Lang.
Franzoni, A. (1996). La equivalencia funcional en traducción jurídica [Functional equivalence in
legal translation]. Voces, 20, 2–13.
Gil, I. (2012). La traducción en el derecho de sociedades español e inglés: estudio descriptivo, compar-
ado y terminológico [Translation in the Spanish and English Companies Law. Descriptive, com-
parative and terminological study]. (Unpublished doctoral dissertation). Universidad de
Granada, Granada.
Heyming, H. J. (2009). Why can’t I take my LLC public? [Blog post]. Retrieved from http://www.
dividendsandpreferences.com/2009/03/why-cant-i-take-my-llc-public.html.
Harvey, M. (2000). A beginner’s course in legal translation: The case of culture-bound terms. In
ASTTI/ETI (Ed.), La Traduction Juridique: Histoire, théorie(s) et pratique. Actes du Colloque
international organisé par l’École de traduction et interprétation de l’Université de Genève et
l’Association suisse des traducteurs [Legal translation: history, theory/ies, practice. Proceedings
of the international colloquium organized by the school of translation and interpretation of
the University of Geneva and the Swiss translator’s, terminologists’ and interpreters’ association]
(pp. 357–369). Bern-Geneva: ASTTI/ETI.
House, J. (1981). A model for translation quality assessment. Tübingen: Narr.
 PERSPECTIVES: STUDIES IN TRANSLATION THEORY AND PRACTICE 395

International Business Publications. (2009). US company laws and regulations handbook. Volume 1.
Washington, DC: Author.
Jakobsen, A. L. (1994). Translation – A productive skill. In H. Bergenholtz et al. (Eds.), OFT sym-
posium. Translating LSP texts (pp. 41–70). Copenhagen: Copenhagen Business School.
Martín, M. R. (2005). La transmisión de la cultura en traducción jurídica: nuevas estrategias, éticas
alternativas [The transfer of culture in legal translation: New and alternative ethical strategies]. In
M. G. Torres & M. A. Bugnot (Eds.), Traducción y cultura. El referente cultural en la
comunicación especializada [Translation and culture. Cultural referents in specialized communi-
cation] (pp. 165–204). Málaga: Encasa.
Mayoral, R. (2004). Lenguajes de especialidad y traducción especializada: La traducción jurídica
[Specialized languages and specialized translation. Legal translation]. In R. C. Gonzalo García
& V. García Yebra (Eds.), Manual de documentación y terminología para la traducción especia-
lizada [A handbook of documentation and terminology for specialized translation] (pp. 49–72).
Madrid: Arco Libros.
Newmark, P. (1981). Approaches to translation. Oxford: Pergamon Press.
Nida, E. A. (1964). Towards a science of translating. Leiden: Brill.
Nida, E. A., & Taber, C. R. (1969). The theory and practice of translation. Leiden: Brill.
Nord, C. (1991). Text analysis in translation: Theory, methodology, and didactic application of a
model for translation-oriented text analysis. Amsterdam: Rodopi.
Pym, A. (2010). Exploring translation theories. London/New York: Routledge.
Reiss, K. (1971). Type, kind and individuality of text, decision making in translation. In L. Venuti
(2000) (Ed.), The translation studies reader (pp. 160–171). London: Routledge.
Sánchez, F. (2005). Principios de derecho mercantil [Principles of business law]. Ciruz-Menor:
Thomson-Aranzadi.
Šarčević, S. (1989). Conceptual dictionaries for translation in the field of law. International Journal
of Lexicography, 2(4), 277–293. doi:10.1093/ijl/2.4.277
Šarčević, S. (1997). New approach to legal translation. The Hague: Kluwer Law International.
Schneeman, A. (2009). Law of corporations and other business organizations. New York, NY:
Delmar.
Snell-Hornby, M. (1988). Translation studies. An integrated approach. Amsterdam: John
Benjamins.
Tricás, M. (2008). Construir ‘equivalencias’: del texto a la representación intercultural
[Constructing “equivalences”: From text to cross-cultural representation]. In L. Pegenaute
et al. (Eds.), La traducción del futuro: mediación lingüística y cultural en el siglo XXI (Vol. I)
[Translation in the future: Cross-lingual and cross-cultural mediation in the 21st century]
(pp. 89–100). Barcelona: Promociones y Publicaciones.
Ventoruzzo, M., Conac, P. H., Goto, G., Mock, S., Notari, M., & Reisberg, A. (2015). Comparative
corporate law. St. Paul, MN: West Academic Publishing.
Weston, M. (1991). An English readers’ guide to the French legal system. New York, NY: Berg.

Analytical Materials and Legal Sources

Dehm Associates, LLC. (n.d). Privacy statement. Retrieved from http://www.dehmassociates.com/
privacy.html
Internal Revenue Code, 26 U.S.C. (1939, 1954, 1986).
McDonalds Corporation. (2015). By-laws of McDonald’s corporation. Retrieved from http://
corporate.mcdonalds.com/content/dam/AboutMcDonalds/2.0/pdfs/investor/Revised%
20ByLaws%20as%20of%2010%2026%202015.pdf
Missouri One Call System, Inc. (n.d.). By-laws of Missouri One Call System, Inc. Retrieved from
https://www.mo1call.com/downloads/documents/Bylaws.pdf
Model Business Corporation Act, A.B.A. (1950, 1953, 1967 … 2010).
Real Decreto de 22 de agosto de 1885, por el que se publica el Código de Comercio [Royal Decree,
dated 22nd August 1885, by which the Spanish Code of Commerce is published] (1885).
396 M. GARCÍA GONZÁLEZ

Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de
Sociedades de Capital [Legislative Royal Decree 1/2010, dated 2nd July, by which the Spanish
Corporation Act is approved] (2010).
Securities Act, 15 U.S.C. § 78a (1933).
Securities and Exchange Act, 15 U.S.C. § 78a (1934).
Tart, D. (2013). The goldfinch. New York, NY: Little, Brown and Company.
Tart, D. (2014). El jilguero [The Goldfinch] (A. Echevarría, Trans.). Barcelona: Lumen.
Uniform Limited Liability Company Act, U.L.C. (1995, 1996, 2006, 2013).
Uniform Limited Partnership Act, U.L.C. (1916, 1985, 2001).
Uniform Partnership Act, U.L.C. (1914, 1997).
United States District Court. District of Connecticut. (2015). Memorandum of decision [Dkt. 51].
Retrieved from https://ecf.ctd.uscourts.gov/cgi-bin/show_public_doc?2014cv0250-73
U.S. Small Business Administration. (n.d.). Choose your business structure. Retrieved from https://
www.sba.gov/starting-business/choose-your-business-structure