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Board of Directors

The Board of Directors (“BoD”) is the main administrative body in Stock Corporations. It is entitled to undertake the general management of the Company.

Division of Duties: The BoD is entitled (unless otherwise provided in the Bylaws) to: (i) appoint the Company’s Manager, (ii) instruct the Manager to undertake any actions or contracts within the corporate purpose of the Company, (iii) prepare the FFSS to be submitted annually to the General Meeting (“GM”); and (iv) 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: BoD must be composed of no less than 3 and no more than 12 BoD members. 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 Company, this person should reside in Bolivia. Although there are also 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 ordinary GM, which must be held at least once a year. Corporations that have a minority Shareholder group which owns at least 20 % of the issued Shares, entitle those minorities to appoint up to 1/3 the BoD members. 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 (BoD, Minority Shareholders, or Comptroller).

Notice to be published 3 times, and the last notice must be published at least 5 calendar days before the GM but with no more than 30 calendar days before the GM.

No.

No.

Yes, if all Shareholders are present at the GM.

Notice to be delivered to the Shareholders as set out in the Bylaws.
2

GM.

Minutes of the GM.

Yes, to be signed by the BoD chairperson, the Secretary, and 2 representatives designated by the GM. 

At the day stipulated in the convening notice (unless waived, cf. Step 1).

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
> 5 days and < 30 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-30 days**

*However, less than 5 days is possible if Step 1 is waived.

**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 (BoD, Minority Shareholders, or Comptroller).

Notice to be published 3 times, and the last notice must be published at least 5 calendar days before the GM but with no more than 30 calendar days before the GM.

No.

No.

Yes, if all Shareholders are present at the GM.

Notice to be delivered to the Shareholders as set out in the Bylaws.
2

GM.

Minutes of the GM.

Yes, to be signed by the BoD chairperson, the Secretary, and 2 representatives designated by the GM. 

At the day stipulated in the convening notice (unless waived, cf. Step 1).

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
> 5 days and < 30 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-30 days**

*However, less than 5 days is possible if Step 1 is waived.

**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