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Executive Board

The Executive Board (“EB”) may be part of either (i) a one-tier corporate governance structure - an organizational structure which includes the EB as the sole governing body in the Company or (ii)  a two-tier corporate governance structure - an organizational structure which includes 2 governing bodies in the Company, the other governing body being the Supervisory Board (“SB”). The Shareholders of the Company through the General Meeting (“GM”) decide upon their discretion whether the Company will have a one-tier or a two-tier system.

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Division of Duties:  Generally speaking, the EB is responsible for the day-to-day business of the Company. Further, the EB is responsible for proper keeping of the Company’s accounting books, accuracy of the financial statements and reporting to the SB (if any) and the GM. The SB (if any) controls and supervises the work of the EB.

Composition: The EB is composed of one or more members, where one member is the Managing Director (“MD”) and others are Executive Directors. The GM decides whether there will be one or more EB members, including the division of duties between the MD and Executive Director(s). Only physical persons can be EB members - either Bosnian citizens or foreign nationalities. If the MD is foreign national, it is necessary to regulate his/her residence either by work permit and residence permit or by work attestation, depending on the specifics of engagement with the company.

Appointment/Dismissal Competence: The procedure for the appointment and dismissal (as well as the decision-making process and reappointment) is regulated by the Company’s Articles of Association (“AoA”) and not by the FBiH Company Law. In practice, the GM usually holds the appointment/dismissal competence, particularly if there is no SB. If there is an SB, the SB usually appoints/dismisses the EB.

Alternates: In case of absence, the MD is obliged to appoint one of the Executive Directors to perform his/her duties. Although not common in practice (and not explicitly regulated by Company Law), EB members may be represented on an EB Meeting by a proxy based on special Power of Attorney.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Bosnia-Herzegovina (Federation) on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Karanovic & Partners before actually changing any board members in Bosnia-Herzegovina (Federation).

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 MD or a Shareholder.

As stipulated in the AoA or the Memorandum of Association (“MoA”).

Yes, each Shareholder to receive original convening notice by certified mail.

No.

Yes, if the GM is attended by all Shareholders (unless provided otherwise in the MoA).

Appointment of the EB is not regulated by the FBiH Company Law, i.e. the procedure may be regulated freely in the AoA and/or the MoA. Accordingly, this overview is the procedure that is most commonly followed by the Limited Liability Companies.
2

GM.

(i) Minutes of the GM;

(ii) Resolution on appointment of the EB member.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-keeper (if designated) and all persons who are appointed to verify the Minutes of GM.

Resolution to be signed by the Chairman of the GM.

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

Yes, original copy of the executed Minutes is to be kept at the Company’s premises.

No.

No, however, no physical meeting is necessary, if the decision is signed by all Shareholders entitled to vote on the specific issue.

The appointment will become effective as per the date of the GM.
3

Filing with the Commercial Court's Register.

(i) Application form;

(ii) Certified copy of new EB member’s passport;

(iii) Resolution on appointment;

(iv) Statement on acceptance of the position;

(v) Proof of payment of administrative fee;

(vi) Specimen signature of the new EB member;

(vii) Amendments to the AoA (only if it contains the name of the EB member) in the form of a notarial deed.

Yes, application form to be signed by the new MD (or by individual proxy) or by the Shareholders.

Statement on acceptance to be signed by the new EB member.

Amendments to the AoA to be executed by the GM (if required).

No later than 30 calendar days following the GM (non-compliance may lead to monetary fines).

Yes, all respective documents to be filed in originals or certified copies.

Yes, specimen signature of the new EB member to be notarized.

Amendments to the AoA in the form of a notarial deed (if required).

No.

Filing is only required for appointment of the MD whereas appointment of other EB members (i.e. Executive Directors) is to be filed only if the Executive Director is to be registered in the business registry as a representative.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-30 days

0-30 days*

*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 MD or a Shareholder.

As stipulated in the AoA or the Memorandum of Association (“MoA”).

Yes, each Shareholder to receive original convening notice by certified mail.

No.

Yes, if the GM is attended by all Shareholders (unless provided otherwise in the MoA).

Dismissal of the EB is not regulated by the FBiH Company Law, i.e. the procedure may be regulated freely in the AoA and/or the MoA. Accordingly, this overview is the procedure that is most commonly followed by the Limited Liability Companies.
2

GM.

(i) Minutes of the GM;

(ii) Resolution on dismissal of the EB member.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-keeper (if designated) and all persons who are appointed to verify the Minutes of GM.

Resolution to be signed by the Chairman of the GM.

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

Yes, original copy of the executed Minutes is to be kept at the Company's premises. 

No.

No, however, no physical meeting is necessary, if the decision is signed by all Shareholders entitled to vote on the specific issue.

The dismissal will become effective as per the date of the GM.
3

Filing with the Commercial Court's Register.

(i) Application form;

(ii) Resolution on dismissal;

(iii) Proof of payment of administrative fee;

(iv) Amendments to the AoA (only if it contains the name of the EB member) in the form of a notarial deed.

Yes, application form to be signed by the MD (or by individual proxy) or by the Shareholders.

Amendments to the AoA to be executed by the GM (if required).

No later than 30 calendar days following the GM (non-compliance may lead to monetary fines).

Yes, all respective documents to be filed in originals or certified copies.

Yes, amendments to the AoA in the form of a notarial deed (if required).

No.

Filing is only required for dismissal of the MD whereas dismissal of other EB members (i.e. Executive Directors) is to be filed only if such Executive Director was a statutory representative of the Company.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-30 days

0-30 days*

*Notarization (if required) may take additional time.
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Karanovic & Partners in cooperation with local lawyers has provided all input about changing board members in Bosnia and Herzegovina[...].

Karanovic & Partners is a regional legal practice in Southeast Europe with a tradition spanning two decades and cooperating offices in Serbia, Croatia, Slovenia, Montenegro, North Macedonia and Bosnia and Herzegovina. With more than 100 attorneys at law cooperating across the region, we provide integrated services focusing on effectiveness and practicalities in providing solutions to the clients.

For more information, please use the below contacts:

TEL: +387 33 844 000 (Sarajevo); +387 51 212 104 (Banja Luka)
EMAIL: bosnia@karanovicpartners.com
WEB: www.karanovicpartners.com