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Executive Board

A Limited Liability Company can have either an Executive Board (“EB”) or a Managing Director (“MD”) (i.e. the Company cannot have both governing bodies). The Company’s Memorandum of Association (“MoA”) or the Shareholders through the General Meeting (“GM”) determine whether the Company shall have the EB or the MD.

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Division of Duties: In general, the EB is responsible for the day-to-day business of the Company, including, inter alia, representing the Company and carrying out business activities.

Composition: The EB members may be either Bosnian or foreign citizens. The number of EB members shall be determined by the MoA or otherwise by the GM. If the EB member 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 the engagement with the company.

Appointment/Dismissal Competence: The EB members are appointed and dismissed by the GM. Unless otherwise provided by the MoA, the majority of votes of all Shareholders shall be required for the appointment/dismissal of the EB. EB members may be reappointed. The term of appointment of the EB members is not limited. In addition, the term of office of the EB member ends upon expiration of the term for which he/she was appointed, following which a new EB member should be appointed at the next GM. Other EB members may through co-optation procedure appoint an EB member until a new EB member is appointed by the GM.

Alternates: 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 a 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 (Rep. of Srpska) 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 (Rep. of Srpska).

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

Convening of GM.

Convening notice (with agenda and draft Resolution).

No, however usually signed by the Chairman of the EB.

Maximum 15 calendar days and minimum 7 calendar days prior to the GM.

Yes, each Shareholder to receive original notice by certified mail (or by email, if the Shareholder has given consent hereto).

No.

Yes, if (i) all Shareholders present at the GM concur and no absent Shareholder has objected in writing or (ii) prescribed by the MoA.
2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolutions.

Yes, both Minutes and adopted Resolutions to be signed by the Chairman of the GM and the Recording Secretary.

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

Yes, original Minutes and adopted Resolutions to be kept at the Company’s premises.

No.

No, however, the Resolutions can be adopted without a physical GM (unless otherwise stipulated in the MoA) if the Resolutions are signed by all Shareholders entitled to vote on the subject matter.

A public notary can (but does not have to) prepare Minutes of the GM and if so, the Chairman of the GM and the Recording Secretary does not have to sign the Minutes.
3

Filing with the Republic of Srpska’s Agency for intermediary, IT and financial services.

(i) Application form;

(ii) Adopted Resolutions;

(iii) Proof of payment of administrative fee;

(iv) Specimen signature of the new EB member;

(v) Statement on acceptance of the position;

(vi) Certified copy of new EB passport.

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

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

Within 30 calendar days of the GM/the adopted Resolutions.

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

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

No.

Filing is only required if the EB member is authorised to represent the Company and accordingly, should be registered in the court record as a Company representative. 
1
Step 1
0-15 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-45 days**

*Less than 7 days only possible if Step 1 is waived.

**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 (with agenda and draft Resolution).

No, however usually signed by the Chairman of the EB.

Maximum 15 calendar days and minimum 7 calendar days prior to the GM.

Yes, each Shareholder to receive original notice by certified mail (or by email, if the Shareholder has given consent hereto).

No.

Yes, if (i) all Shareholders present at the GM concur and no absent Shareholder has objected in writing or (ii) prescribed by the MoA.
2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolutions.

Yes, both Minutes and adopted Resolutions to be signed by the Chairman of the GM and the Recording Secretary.

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

Yes, original Minutes and adopted Resolutions to be kept at the Company’s premises.

No.

No, however, the Resolutions can be adopted without a physical GM (unless otherwise stipulated in the MoA) if the Resolutions are signed by all Shareholders entitled to vote on the subject matter.

A public notary can (but does not have to) prepare Minutes of the GM and if so, the Chairman of the GM and the Recording Secretary does not have to sign the Minutes. 
3

Filing with the Republic of Srpska’s Agency for intermediary, IT and financial services ad Banja Luka.

(i) Application form;

(ii) Adopted Resolutions;

(iii) Proof of payment of administrative fee.

Yes, application form to be signed by an EB member (or by individual proxy).

Within 30 calendar days of the GM/the adopted Resolutions.

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

No.

No.

Filing is only required if the EB member was authorised to represent the Company and accordingly, was registered in the court record as a Company representative.
1
Step 1
0-15 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-45 days

*Less than 7 days only possible if Step 1 is waived.
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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