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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
0-2 months |
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 at least 5 calendar days prior to the GM (unless otherwise provided in the Bylaws). |
No. |
No. |
Yes, if all Shareholders are present at the GM (or in case of a sole Shareholder), no convening is required. |
Notice to be delivered to the Shareholders 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 BoD 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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
5 days - 2 months + 5 days* *Less than 5 days possible if Step 1 is waived. |
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 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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
0-2 months |
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 at least 5 calendar days prior to the GM (unless otherwise provided in the Bylaws). |
No. |
No. |
Yes, if all Shareholders are present at the GM (or in case of a sole Shareholder), no convening is required. |
Notice to be delivered to the Shareholders 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 BoD 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
|
2
Step 2
|
3
Step 3
|
4
Step 4
|
||||
5 days - 2 months + 5 days* *Less than 5 days possible if Step 1 is waived. |
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