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Board of Directors/Sole Administrator

A Salvadorian Joint Stock Company (“JSC”) is governed by its General Shareholder’s Meeting (“GSM”) and its authority is delegated to  either a Board of Directors (“BoD”) or a Sole Administrator. The BoD is a collective body whereas there is only one Sole Administrator.

Division of duties: A JSC is represented by the President of the BoD (or any other BoD member decided by the GSM) or a Sole Administrator. The President of the BoD/the Sole Administrator is entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they may run the business of the Company by making all management decisions or they can appoint one or more Managers to run the day-to-day operations. However, the GSM may instruct the President of the BoD/the Sole Admninistrator to exercise their authority in a specific way. [...]

Composition:  The Board of Directors/the Sole Administrator may be Shareholders or other individuals (foreign or locals). The BoD must have at least 2 BoD members and if there are 3 or more BoD members one of them will be appointed as President of the BoD.

Appointment/Dismissal Competence: The BoD members/Sole Administrator are appointed by the GSM (unless the Deed of Incorporation (“DoI”’) stipulates otherwise). The BoD members/the Sole Administrator is appointed for a maximum of 7 years (unless the DoI establishes a shorter period). The BoD members/Sole Administrator may be reelected. The BoD Members/the Sole Administrator may delegate some of their duties by the appointment of a (General) Manager for the same period of time.

Alternates: Alternates (in Spanish “Suplentes”) are mandatory and are be appointed in the same way as the BoD members and the Sole Administrator. At least one alternate of the BoD has to be appointed (depending on the number of BoD members).

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in El Salvador on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with BLP before actually changing any board members in El Salvador.

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

Convening of the GSM.

Convening notice.

Yes, to be signed by the person(s) who convened the GSM.

At least 15 calendar days prior to the GSM (disregarding the date of the publication of the notice and the date of the actual GSM).

Yes.

No.

Yes, if all Shareholders concur.

Notice to be published on 3 different dates (at least 24 hours between each); one in the official gazette and the other two in major newspapers.
2

GSM.

(i) Minutes of the GSM;

(ii) Attendance list.

Yes, Minutes to be signed by the President or the Secretary of the GSM (each appointed at the beginning of the GSM). Attendance list to be signed by all Shareholders (or their representatives).

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

Yes, Minutes to be kept in the Partners’ Meeting Book and attendance list to be kept in the corporate books.

Part of Minutes (with the appointment) to be certified.

Yes, signatures of the President or the Secretary to be notarized.

No, and a physical meeting is always required.

Shareholders unable to attend the GSM may be represented by way of proxy/Power of Attorney (if so, the original signed proxy/Power of Attorney is needed).
3

Registration with the Commercial Registry.

Certified Minutes (cf. Step 2).

Yes, to be signed by the Secretary or President of the GSM.

Any time after the GSM (no specific deadline applies).

Yes, original certified Minutes to  be filed.

Yes, signatures of the President or the Secretary to be notarized.

No.

Registration process usually lasts up to 10 business days.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

*However, less than 15 days possbile if Step 1 is waived.

**The need for notarization and a physical meeting 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 the GSM.

Convening notice.

Yes, to be signed by the person(s) who convened the GSM.

At least 15 calendar days prior to the GSM (disregarding the date of the publication of the notice and the date of the actual GSM).

Yes.

No.

Yes, if all Shareholders concur.

Notice to be published on 3 different dates (at least 24 hours between each); one in the official gazette and the other two in major newspapers.
2

GSM.

(i) Minutes of the GSM;

(ii) Attendance list.

Yes, Minutes to be signed by the President or the Secretary of the GSM (each appointed at the beginning of the GSM). Attendance list to be signed by all Shareholders (or their representatives).

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

Yes, Minutes to be kept in the Shareholders’ Meeting Book and attendance list to be kept in the corporate books.

Part of Minutes (with the dimissal) to be certified.

Yes, signatures of the President or the Secretary to be notarized.

No, and a physical meeting is always required.

Shareholders unable to attend the GSM may be represented by way of proxy/Power of Attorney (if so, the original signed proxy/Power of Attorney is needed).
3

Registration with the Commercial Registry.

Certified Minutes (cf. Step 2).

Yes, to be signed by the Secretary or President of the GSM.

Any time after the GSM (no specific deadline applies).

Yes, original certified Minutes to be filed.

Yes, signatures of the President or the Secretary to be notarized.

No.

Registration process usually lasts up to 10 business days.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

*However, less than 15 days possbile if Step 1 is waived.

**The need for notarization and a physical meeting may take additional time.
Download/print Checklist Fee quote
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BLP has provided all input about changing board members in El Salvador. BLP is a Central [...] American law firm highly regarded for its client service and business oriented advice.  Winner of the “Customer Service Award” by Chambers and Partners in 2012, “Law firm of the Year - Costa Rica” Award by Chambers and Partners in 2013 and again in 2015, “Law firm of the Year - Costa Rica” Award by IFLR1000 in 2015 and again in 2016 and Best Central American Law Firm –Silver- 2016 by ILASA, the firm is a one-stop-shop for conducting business.

For more information about BLP and changing board members in El Salvador, please use the below contacts:

TEL: +503 25059700
EMAIL: mmalcotti@blplegal.com
WEB: www.blplegal.com