Board of Directors

In case a Limited Liability Company’s (“LLC”) Bylaws include a Board of Directors (“BoD”), the BoD will have the duties indicated in such Bylaws.

Division of Duties: The BoD is usually in charge of the main administration of the Company and the appointment and monitoring of the LR. Nonetheless, the BoD shall not be entitled to act as LR of the Company, which is the exclusive prerogative of the LR.

Composition: The BoD shall be composed of at least 2 BoD members, unless otherwise established in the Bylaws.

[...]

Appointment/ Dismissal Competence: The BoD members (principals and alternates) must be appointed using the Electoral Quotient System (i.e. the aggregate number of valid votes is divided by the number of slots to be appointed). The result is the Electoral Quotient. Afterwards, the aggregate number of valid votes for a given list of candidates must be divided by the electoral quotient. The result determines the number of slots to be occupied by such list. If there were slots to be fulfilled after applying the Electoral Quotient, then such slots shall be granted to the higher reminders of the Electoral Quotient divisions). The BoD members (principals and alternates) must be appointed by the General Meeting (“GM”) for a period determined in the Bylaws. The GM is authorized to appoint or dismiss the BoD members at any time.

Alternates: Alternates may be appointed under the same conditions as the principal BoD members.

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

Convening of the GM.

Convening notice.

Yes, to be signed by the convening corporate body (e.g. LR).

The notice shall be published with at least (i) 5 calendar days prior to the GM (if the appointment will take place in an extraordinary GM) or (ii) 15 business days (if the appointment will take place in an ordinary GM).

No.

No.

Yes, if all Partners are present at the GM, no convening is required.

Notice to be delivered to the Partners as set out in the Bylaws.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman and Secretary of the GM (and persons designated by the GM to approve the Minutes).

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

Original counterpart of the Minutes to be recorded in the Minutes Book.

A copy of the Minutes to be executed and certified by the Secretary of the GM for the filing with the Chamber of Commerce (cf. Step 4).

Amendment to the Bylaws (if needed) to be raised to a public deed by a notary public.

 

No, however, the GM may be held in successive and simultaneous electronic communication or by written vote.

If no BoD has been established yet, the Minutes are to record a resolution amending the Bylaws and create the BoD.

3

Acceptance letter.

Letter of acceptance by the appointed BoD member.

Yes, to be signed by the appointed BoD member.

No later than 2 months following the appointment.

No.

No.

No.

4

Filing of the appointment with the Chamber of Commerce.

(i) Minutes of the GM;

(ii) Copy of letter of acceptance;

(iii) Copy of ID card or passport of the BoD member.

No.

No later than 2 months following the appointment.

Yes, Minutes of the GM to be filed in certified copy.

No.

No.

1
Step 1
>5 (or 15) days
2
Step 2
0 days
3
Step 3
0-2 months
4
Step 4
0-2 months

5 (or 15) days - 2 months + 5 (or 15) days*

*Less than 5 (or 15) days possible if Step 1 is waived.

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

Convening of the GM.

Convening notice.

Yes, to be signed by the convening corporate body (e.g. LR).

The notice shall be published with at least (i) 5 calendar days prior to the GM (if the appointment will take place in an extraordinary GM) or (ii) 15 business days (if the appointment will take place in an ordinary GM).

No.

No.

Yes, if all Partners are present at the GM, no convening is required.

Notice to be delivered to the Partners as set out in the Bylaws.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman and Secretary of the GM.

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

Original counterpart of the Minutes to be recorded in the Minutes Book.

A copy of the Minutes to be executed and certified by the Secretary of the GM for the filing with the Chamber of Commerce (cf. Step 3).

No, however, the GM may be held in successive and simultaneous electronic communication or by written vote.

The BoD members may also resign at any time by addressing a resignation letter to the Company and to the Chamber of Commerce for registration.

3

Filing of the dismissal with the Chamber of Commerce.

Minutes of the GM.

No.

No later than 2 months following the appointment.

Yes, Minutes of the GM to be filed in certified copy.

No.

No.

4

Management Report.

(i) FFSS;

(ii) Management Report.

Yes, Management Report to be signed by the LR and the BoD and the FFSS to be signed by the LR, the accountant and the Statutory Auditor (if applicable).

No later than 1 month following the dismissal.

Yes.

No.

No.

1
Step 1
>5 (or 15) days
2
Step 2
0 days
3
Step 3
0-2 months
4
Step 4
0-1 month

5 (or 15) days - 2 months + 5 (or 15) days*

*Less than 5 (or 15) days possible if Step 1 is waived.

Fee quote

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