Managing Director

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 MD is responsible for the “day-to-day” business of the Company, including, inter alia, representing the Company and carrying out business activities.

Composition: The MD must be a physical person, either Bosnian citizen or foreign national. A Company can have only 1 MD. 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 MD is 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 MD. The MD may be reappointed. The term of appointment of the MD is not limited.

Alternates: The MD may transfer to third parties the performance of his/her duties (unless otherwise stipulated by the MoA).

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
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 MD.

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 MD;

(v) Statement on acceptance of the position;

(vi) Certified copy of new MD’s passport.

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

Statement of acceptance to be signed by the new MD.

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

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 MD to be notarized.

No.

The Company must always have a MD (and only 1), meaning appointment and dismissal will always occur simultaneously.

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.

Dismissal
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 MD.

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.

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

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

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

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

No.

No.

The Company must always have a MD (and only 1), meaning appointment and dismissal will always occur simultaneously.

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.

Fee quote

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