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Managers

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/Sole Administrator may appoint one or more Managers to run the day-to-day operations of the Company.

Division of Duties: The Manager’s duties are determined directly by the BoD or by the Articles of Incorporation (“AoI”). [...]

Composition: The number of Managers is determined freely by the BoD or the AoI.

Appointment/Dismissal Competence: Appointement and dismissal of Managers is done by the BoD (or by the human resources office in each Company). Special consideration must be taken due to labor law applicability to their appointment and dismissal.

Alternates: N/A.

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 BoD Meeting.

Covening notice.

No.

No specific deadline applies.

No.

No.

Yes.

There is no legal requirement for the convocation but in practice it is done and established in the previoous BoD Meeting.
2

BoD Meeting/Sole Administrator.

Minutes of Sole Administrator/ BoD Meeting.

Yes, Minutes to be signed by the persons who participated in the BoD Meeting/ the Sole Administrator.

No specific deadline applies.

Yes, and the part of the Minutes (with the appointment) is to be certified.

No.

No, and a physical meeting is always required.
3

Registration with the Commercial Registry.

Certified Minutes.

Yes, to be signed by the Secretary of the BoD/the Sole Administrator.

Any time after the BoD Meeting/Sole Administrator (no specific deadline applies).

Yes.

Yes, all signatures are to be notarized.

No.

These take between 5 to 10 working days to be registered
1
Step 1
No specific requirements
2
Step 2
No specific requirements
3
Step 3
No specific requirements

No specific requirements
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Covening notice.

No.

No specific deadline applies.

No.

No.

Yes.

There is no legal requirement for the convocation but in practice it is done and established in the previoous BoD Meeting.
2

BoD Meeting/Sole Administrator.

Minutes of Sole Administrator/ BoD Meeting.

Yes, Minutes to be signed by the persons who participated in the BoD Meeting/ the Sole Administrator.

No specific deadline applies.

Yes, and the part of the Minutes (with the appointment) is to be certified.

No, and a physical meeting is always required.

No.
3

Registration with the Commercial Registry.

Certified Minutes.

Yes, to be signed the Secretary of the BoD/the Sole Administrator.

Any time after the BoD Meeting/Sole Administrator (no specific deadline applies).

Yes.

Yes, all signatures are to be notarized.

No.

These take between 5 to 10 working days to be registered.
1
Step 1
No specific requirements
2
Step 2
No specific requirements
3
Step 3
No specific requirements

No specific requirements
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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