Manager

The representation of the Company is vested with the Chairman of the Board of Directors (“BoD”) but the representation of the BoD is commonly delegated to a General Manager or Chief Executive Officer of the Company (collectively referred to as the “Manager”) by means of a general Power-of-Attorney granted by the BoD, which may enable the Company to have a shared representation (by the BoD and the Manager).

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

[...]

Composition: The Manager is commonly one person, but a managerial collegiate body can also be implemented. There are no restrictions regarding the nationality of the Manager, however, this person must reside in Bolivia. Also, the Manager must be a physical person.

Appointment/Dismissal Competence: The Manager is appointed by the BoD by simple majority of votes. The Manager can also be removed, at any time, by simple majority of votes of the BoD.

Alternates: If the representation of the Company is shared between the BoD and the Manager, one can act in absence of the other.

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

Convening of BoD Meeting.

Convening notice.

As set out in the Bylaws.

As set out in the Bylaws.

No.

No.

Yes, if the Bylaws set forth mandatory dates for the BoD Meetings.

2

BoD Meeting.

Minutes of the BoD Meeting (including PoA instruction to the Manager).

Yes, to be signed by the attending BoD members.

As set out in the convening notice (unless waived, cf. Step 1).

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

Yes, a copy of the BoD Minutes and the PoA instructions must be notarized.

No, however, a physical meeting is not required.

3

Filing with the Registry of Commerce.

(i) Filling form;

(ii) Minutes of the BoD Meeting;

(iii) Copy of the public document issued by the notary public (in case of a PoA).

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

No specific requirements.

Yes.

Yes, PoA (if any) to be filed in a notarized copy (cf. Step 2).

No.

1
Step 1
As set out in the Bylaws
2
Step 2
0 days
3
Step 3
No specific requirements

As set out in the Bylaws*

*The need for notarization may take additional time.

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

Convening of BoD Meeting.

Convening notice.

As set out in the Bylaws.

As set out in the Bylaws.

No.

No.

Yes, if the Bylaws set forth mandatory dates for the BoD Meetings.

2

BoD Meeting.

Minutes of the BoD Meeting (including PoA instruction to the Manager).

Yes, to be signed by the attending BoD member.

As set out in the convening notice (unless waived, cf. Step 1).

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

Yes, a copy of the BoD Minutes and cancellation of the PoA instructions must be notarized.

No, however, no physical meeting is necessary. 

3

Filing with the Registry of Commerce.

(i) Filling form;

(ii) Minutes of the BoD Meeting;

(iii) Copy of the public document issued by the notary public (in case of a PoA).

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

No specific requirements.

Yes.

Yes, PoA cancellation (if any) to be filed in a notarized copy (cf. Step 2).

No

1
Step 1
As set out in the Bylaws
2
Step 2
0 days
3
Step 3
No specific requirements

As set out in the Bylaws*

*The need for notarization may take additional time.

Fee quote

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