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Manager

The Partner´s General Meeting (”GM”) may appoint a Manager. The General Manager is the officer who handles the administration of the Company. LLCs may appoint additional Managers (e.g. Financial Manager, Administrative Manager etc.) that report to the General Manager.

Division of Duties: The Manager It is entitled to undertake the management of the LLC. The Manager is also responsible for the registration of the Company before Bolivian authorities, including tax authorities.

[...]

Composition: The management of the LLC is commonly composed of a General Manager and other Managers (i.e. Financial Manager, Administrative Manager etc.) that run the Company within their respective areas and report to the General Manager.

Appointment/Dismissal Competence: Managers are appointed by the GM and can be removed at any time by an agreement adopted by simple majority of the GM. Managers can also be removed without a majority resolution of the GM, when there is a just cause for the dismissal (e.g. because of a conflict of interests). Managers are usually appointed for an indefinite period, unless otherwise specified in the Bylaws. Managers may resign by written notice to the Company.

Alternates: No specific regulation, however, the GM may adopt a specific policy in this respect and include it in its 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;

(i) Minutes of the GM;

(ii) 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 (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;

(i) Minutes of the GM;

(ii) 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:

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