Board of Directors

The Board of Directors (“BoD”) is part of an organizational structure which includes the Manager(s) and the General Stockholders Meeting (“GM”) in the Stock Company.

Division of Duties: The main duties of the BoD are to define the Company’s administration guidelines and to supervise Managers.

Composition: The composition of the BoD is established in the Bylaws.

[...]

Appointment/Dismissal Competence: The members of the Board of Directors are appointed by the GM in accordance with the Bylaws.

Alternates: The Bylaws define the requirements for appointing alternates.

Appointment
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 Stockholders are present at the GM (“Full Meeting”).

2

GM.

Minutes of the GM.

Yes, to be signed by all Stockholders (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.

3

Filing with the Mercantile Registry.

(i) Application in written form;

(ii) Minutes of the GM;

(iii) Appointment letter.

Yes, application to be signed by the Company’s current legal representative; and appointment letter to be signed by the current legal representative and the appointed BoD member.

No later than 15 calendar days after the appointment at the GM.

Yes, all documents to be filed in originals.

Yes, all documents to be certified by the Secretary of the GM.

No, however, no physical meeting is needed.

Filing with the Mercantile Registry is only needed If the BoD exercises the legal representation in the Company.

1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-23 days

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

Dismissal
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 Stockholders are present at the GM (“Full Meeting”).

2

GM.

Minutes of the GM.

Yes, to be signed by all Stockholders (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.

3

Filing with the Mercantile Registry.

(i) Application in written form;

(ii) Minutes of the GM;

(iii) Dismissal letter.

Yes, application and dismissal letter to be signed by the Company’s current legal representative.

No later than 15 calendar days after the dismissal at the GM.

Yes, all documents to be filed in originals.

Yes, all documents to be certified by the Secretary of the GM.

No.

Filing with the Mercantile Registry is only needed If the appointment of the BoD member was also filed.

1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-23 days

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

Fee quote

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