Translating a shareholders' agreement for a parent company and its Colombian subsidiary

A foreign company with a subsidiary in Colombia needed to translate the shareholders' agreement governing the relationship between the parent company and the subsidiary, so the Colombian legal team could review it ahead of a capitalization round. The document ran 38 pages, included multiple exhibits, and referred constantly back to definitions set out in its own clause 1.

The challenge

The agreement defined terms like "Affiliate," "Control," and "Material Adverse Change" with a specific scope within the contract itself, distinct from their everyday meaning. A word-for-word translation, without preserving that chain of definitions, would have produced a document where every later clause lost the precision clause 1 had given those terms.

How it was handled

• The clause 1 definitions were extracted first and translated with the greatest care, before touching the rest of the document
• Every defined term was flagged to keep exactly the same translation across all 38 pages, with no stylistic variation
• A project glossary was built and delivered along with the translation, so the Colombian legal team could audit every terminology choice
• The financial exhibits were handled with the same glossary, so a given concept didn't change name between the body of the contract and its exhibits

The result

The Colombian legal team was able to review the Spanish document with the same precision as the English original, without having to check every clause against the source text. The project glossary remained available for future amendments to the same agreement, avoiding the need to rebuild the terminology work from scratch at the next review.