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Supervisory Board

The Supervisory Board (“SB”) is part of an organizational structure which includes the Manager(s) and the General Shareholders Meeting (“GM”) in the Limited Liability Company (“LLC”). It is only possible to establish a SB in LLCs with more than 10 Shareholders.

Division of Duties: The main duty of the SB is to oversee compliance with the Bylaws and the Manager’s administration of the Company.

Composition: The SB is always comprised by 3 members who cannot be Shareholders in the Company.

[...]

Appointment/Dismissal Competence: The Bylaws provide the rules regarding SB members. The members are appointed/dismissed by way of a Shareholders Resolution taken at a General Meeting (“GM”).

Alternates: Alternates may be appointed if established by the Bylaws.

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

Convening of GM.

Convening notice.

Yes, to be signed by the person stated in the Bylaws (e.g. the Manager and the Secretary).

At least 8 calendar days prior to the GM.

No, convening notice can be sent by electronic means.

No.

Yes, if all Shareholders are present at the GM (“Full Meeting”).
2

GM.

Minutes of the GM.

Yes, to be signed by all Shareholders (in case of a Full Meeting without prior convening notice) and otherwise by the President and the Secretary of the GM.

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

Only between 8 a.m. and 8 p.m.

Yes, original Minutes to be attached in the respective Corporate Books (within 15 calendar days after the GM).

Yes, to certified by the Secretary of the GM.

No, however, no physical meeting is needed.

No filing with the Mercantile Registry is needed.
1
Step 1
>8 days*
2
Step 2
0 days

0-8 days**

*However, less than 8 days only possible if Step 1 is waived.

**The need for originals 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.

Yes, to be signed by the person stated in the Bylaws (e.g. the Manager and the Secretary).

At least 8 calendar days prior to the GM.

No, convening notice can be sent by electronic means.

No.

Yes, if all Shareholders are present at the GM (“Full Meeting”).
2

GM.

Minutes of the GM.

Yes, to be signed by all Shareholders (in case of a Full Meeting without prior convening notice) and otherwise by the President and the Secretary of the GM.

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

Only between 8 a.m. and 8 p.m.

Yes, original Minutes to be attached in the respective Corporate Books (within 15 calendar days after the GM).

Yes, to certified by the Secretary of the GM.

No, however, no physical meeting is needed.

No filing with the Mercantile Registry is needed.
1
Step 1
>8 days*
2
Step 2
0 days

0-8 days**

*However, less than 8 days only possible if Step 1 is waived.

**The need for originals may take additional time.
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Bustamante & Bustamante has provided all input about changing board members in Ecuador [...]. Founded in 1956, Bustamante & Bustamante is a full service law firm based in Quito, Ecuador, with worldwide correspondence connections. The Firm is composed of over 35 attorneys and more than 70 support staff members, and provides continuous and integral legal and accountings services to national and foreign clients, including multinational companies, mutual funds, foreign governments and multilateral institutions.

For more information about Bustamante & Bustamante and changing board members in Ecuador, please use the below contacts:

TEL: (593) 22562680 ext 255
EMAIL: jrbc@bustamante.com.ec
WEB: www.bustamanteybustamante.com.ec