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Legal Representative

In a Limited Liability Company (“LLC”), If the Bylaws defer the legal representation to a Legal Representative (“LR”), the LR is the corporate body entitled to act on behalf of the Company before all third parties.

Division of Duties: Unless otherwise provided in the Bylaws, the LR shall be entitled to act within the corporate purpose of the Company.

Composition: The Partners (Quotaholders) may delegate the legal representation of the Company to a LR.

[...]

Appointment/Dismissal Competence: Unless otherwise provided in the Bylaws, the appointment and/or dismissal of the LR vests with the GM. If, however, a Board of Directors (“BoD”) is established, the appointment/dismissal competence usually vests with the BoD. The LR shall be elected for the term established in the Bylaws, however, the LR may be appointed or dismissed at any time.

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

Appointment (by the General Meeting)
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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 (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).

No, however, the GM may be held in successive and simultaneous electronic communication or by written vote.
3

Acceptance letter.

Letter of acceptance by the appointed LR.

Yes, to be signed by the appointed LR.

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 LR.

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.
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Appointment (by the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

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

No specific deadline applies (unless otherwise set out in the Bylaws).

No.

No.

Yes, if all BoD members are present at the BoD Meeting, no convening is required.

Notice to be delivered to the BoD members as set out in the Bylaws.
2

BoD Meeting.

Minutes of the BoD Meeting.

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

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 BoD for the filing with the Chamber of Commerce (cf. Step 4).

No, however, the BoD Meeting may be held in successive and simultaneous electronic communication or by written vote.
3

Acceptance letter.

Letter of acceptance by the appointed LR.

Yes, to be signed by the appointed LR.

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 BoD Meeting;

(ii) Copy of letter of acceptance;

(iii) Copy of ID card or passport of the LR.

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
No specific requirements
2
Step 2
0 days
3
Step 3
0-2 months
4
Step 4
0-2 months

0-2 months
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Dismissal (by the General Meeting)
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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 (if the dismissal will take place in an extraordinary GM) or (ii) 15 business days (if the dismissal 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 the persons designated by the GM to approve the minutes (if applicable).

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 LR may 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 dismissal.

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 (if established) 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.
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Dismissal (by the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

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

No specific deadline applies (unless otherwise set out in the Bylaws).

No.

No.

Yes, if all BoD members are present at the BoD Meeting, no convening is required.

Notice to be delivered to the BoD members as set out in the Bylaws.
2

BoD Meeting.

Minutes of the BoD Meeting.

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

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 BoD for the filing with the Chamber of Commerce (cf. Step 3).

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

The LR may 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 BoD Meeting.

No.

No later than 2 months following the dismissal.

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
No specific requirements
2
Step 2
0 days
3
Step 3
0-2 months
4
Step 4
0-1 month

0-2 months
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Posse Herrera Ruiz has provided all input about changing board members in Colombia- Posse Herrera Ruiz is [...] a Colombian law firm with broad international experience, a strong array of specialized legal services and the right capabilities to offer comprehensive and integrated legal advice.

Our team has more than 120 highly qualified lawyers and professionals committed to provide legal services of the highest standard in all of the practice areas we offer.

For more information about Posse Herrera Ruiz and changing board members in Colombia, please use the below contacts:

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