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Board of Directors

If the Bylaws of the Company provides that the management of the Company will be performed not by a Manager but by a collegiate body, such body is called a Board of Directors (“BoD”). The BoD are entitled to undertake the general management of the Company.

Division of Duties: The BoD is entitled to: prepare the FFSS to be submitted annually to the General Meeting (“GM”) and adopt any resolution within its capacities to ensure that the Company meets its goals. The BoD is entitled to perform all competences not expressly reserved for the GM under the law or Bylaws.

[...]

Composition: The BoD must be composed of no less than 3 and no more than 12 BoD members. Some authorities in Bolivia (including the tax and labour authorities) require that LLCs have an individual legal representative registered before them, so commonly the Chairman of the BoD becomes the legal representative of the LLC vis a vis these entities. There are no restrictions regarding the nationality of the BoD members, however, because the Chairman of the BoD is also the legal representative of the Compnay, this person should reside in Bolivia. Although there are no specific restrictions on whether BoD members can be legal persons instead of physical persons, this structure is uncommon in Bolivia. 

Appointment/Dismissal Competence: The BoD members are appointed by decision of the Shareholders during the GM, which must be held at least once a year. The BoD members must be appointed by the GM for a period determined in the Bylaws. The GM is authorized to freely replace or reelect the BoD members. A BoD member may also resign, but the resignation must be approved by the BoD.

Alternates: The GM must designate alternates. How many alternates are required, and any other action relating to their functions, may be decided by the GM unless there are specific provisions in the Bylaws.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the body that requested the assembly of the GM (Managers or Partners).

At least 8 calendar days before the GM. 

Yes.

No.

No, not even if all Partners concur.
2

GM.

Minutes of the GM.

Yes, to be signed by the GM participants.

At the date stipulated in the convening notice.

Yes, the original must be recorded in the Minutes Book.

Yes, a copy of the GM Minutes must be notarized for the filing with the Registry of Commerce.

No, however, a physical meeting is not required.
3

Filing with the Registry of Commerce.

(i) Filling form;

(ii) Minutes of the GM;

(iii) Copy of the public document issued by the notary public.

Yes, to be signed by the person appointed by the GM to perform the filing. 

No specific requirements.

Yes.

Yes, Minutes of the GM to be filed in a notarized copy (cf. Step 2).

No.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
No specific requirements

>8 days*

*The need for notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the body that requested the assembly of the GM (Manager or Partners that represent one fourth of the capital of the company).

At least 8 calendar days before the GM. 

Yes.

No.

No, not even if all Partners concur.
2

GM.

Minutes of the GM.

Yes, to be signed by the GM participants.

At the date stipulated in the convening notice.

Yes, the original must be recorded in the Minutes Book.

Yes, a copy of the GM Minutes must be notarized for the filing with the Registry of Commerce.

No, however, a physical meeting is not required.
3

Filing with the Registry of Commerce.

(i) Filling form;

(ii) Minutes of the GM;

(iii) Copy of the public document issued by the notary public.

Yes, to be signed by the person appointed by the GM to perform the filing. 

No specific requirements.

Yes.

Yes, Minutes of the GM to be filed in a notarized copy (cf. Step 2).

No.
1
Step 1
>8 days
2
Step 2
0 days
3
Step 3
No specific requirements

>8 days*

*The need for notarization may take additional time.
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Guevara & Gutiérrez has provided all input about changing board members in Bolivia. G&G is one of the [...] leading law firms in Bolivia for corporate and commercial law. It has offices in the cities of La Paz and Santa Cruz, and is a one-stop firm in Bolivia for all the legal advice required by corporate clients. Its portfolio of clients includes some of the largest and more sophisticated foreign companies doing businesses in Bolivia.

For more information about Guevara & Gutiérrez and changing board members in Bolivia, please use the below contacts:

TEL: (+591) 22770808
EMAIL: abogados@gg-lex.com
WEB: www.gg-lex.com