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Managers

The Manager with legal representation (“Manager”) (or the position established in the Bylaws as the holder of the legal representation of the Company, e.g. Executive President, Executive Director, Manager, etc.) is part of an organizational structure which includes the Board of Directors (“BoD”) and the General Stockholders Meeting (“GM”) in the Stock Company.

Division of Duties: A Manager has the power to represent the Company. The Manager is entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, he runs the business of the Company by making all management decisions. If there are more than one Manager, the division of duties is established in the Bylaws.

[...]

Composition: An Ecuadorian Stock Company must have at least one Manager. The Manager may be a physical or legal person with full legal capacity.

Appointment/Dismissal Competence: The Manager is usually appointed by way of a Stockholders' Resolution taken at a GM or by the BoD (depending on the Bylaws). The Manager may be a Shareholder, however, a third party could be appointed. Dismissal of a Manager may be achieved by way of a Shareholders’ Resolution taken at a GM or by resolution of the BoD (depending on the Bylaws). There are specific reasons for dismissal (e.g. Manager's inability to perform his duties, gross failure to fulfill duties etc.). Nonetheless, the Manager may be dismissed for no reason at all.

Alternates:  Alternates may be established in the Bylaws and appointed under the same conditions as a Manager.

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

Convening of GM.

Convening notice.

Yes, 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 Manager.

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.
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.
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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 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.
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.
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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