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Managers

A Salvadorian Partnership is governed by its General Partner's Meeting (“GPM”). The GPM may elect one or more Managers.

Division of Duties: The Manager(s) are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they run the business of the Company by making all management decisions. However, the GPM is the corporate decision-making body and may instruct the Manager(s) to exercise their responsibilities in a specific way. [...]

Composition: A Partnership is legally represented by one or more Managers, who may be Partners or any outside person, as specified in the Deed of Incorporation (“DoI”). Generally, decisions are valid if they are taken with the majority of votes in the GPM, unless the the DoI establishes something different. If the DoI does not include the appointment of Managers, the Partners may run the Partnership and represent it before third parties.

Appointment/Dismissal Competence: The GPM appoints/dismisses the Manager(s). Any resolution at the GPM will be valid with the majority of votes, except in the case that the law or the DoI require a different percentage of votes. The Manager(s) may be appointed for an indefinite period of time.

Alternates: Each Manager must have appointed an alternate (in Spanish “Suplentes”).

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 GPM.

Convening notice.

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

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

Yes.

No.

Yes, if all Partners 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

GPM.

(i) Minutes of the GPM;

(ii) Attendance list.

Yes, Minutes to be signed by the President or the Secretary of the GPM (each appointed at the beginning of the GPM). Attendance list to be signed by all Partners (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.

Partners unable to attend the GPM 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 GPM.

Any time after the GPM (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 GPM.

Convening notice.

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

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

Yes.

No.

Yes, if all Partners 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

GPM.

(i) Minutes of the GPM;

(ii) Attendance list.

Yes, Minutes to be signed by the President or the Secretary of the GPM (each appointed at the beginning of the GPM). Attendance list to be signed by all Partners (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 dimissal) to be certified.

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

No, and a physical meeting is always required.

Partners unable to attend the GPM 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 GPM.

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

Yes, original certified Minutes to be filed.

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

No.

The 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