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Directors

The Director(s) together with the Members’ Meeting (“MM”), the Supervisory Board (”SB”) and the Manager(s) is part of an organizational structure in a Limited Liability Company (“LLC”). In addition to the Director(s), the Company must have a MM, and a SB and it may have one or more Managers. 

Division of Duties: The Director(s) is the managing body of the Company and the Director(s) runs the business of the Company by making and executing all management decisions. The Director(s) represents the Company vis-à-vis third parties in all judicial and extrajudicial matters. For matters different than those just mentioned, the Director(s) will need express authorization from the MM.

[...]

Composition: Unless the Articles of Association (“AoA”) provides otherwise, the MM will determine the number of Directors. Only physical persons may be appointed as Directors.

Appointment/Dismissal Competence: The Director(s) is appointed and revoked by the MM.

Alternates: If the AoA does not provide otherwise, the MM shall appoint any alternate needed.

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

Convening of MM.

Convening notice.

No.

At least 15 calendar days prior to the MM (unless the AoA requires a longer notice period).

No.

No.

Yes, if all Members concur.

Convening notice to be sent to all Members (unless the AoA requires otherwise) and published at least 2 times in the Official Journal and in other newspaper of major circulation.
2

MM.

Minutes of the MM.

Yes, Minutes to be signed by the Members.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, to be inserted in the authorized MM Book.

No.

No, however, in accordance with the AoA, the MM may take place by electronic means.

The MM may also take place before a notary who will certify the meeting in a notarial deed.
3

Filing with the Guatemalan Commercial Register.

(i) Application in written form;

(ii)  Notarial deed of appointment.

No, application form and notarial deed may only be signed by the authorizing notary (signature of the appointed person is not mandatory).

Without undue delay (no specific deadline applies).

No.

Yes, notary’s application and specimen signature to be notarized. Also, if the appointed person signs then the signature should be notarized.

No.

The Commercial Registry will take approximately 4 business days to register the appointment.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

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

**The need for notarization 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 MM.

Convening notice.

No.

At least 15 calendar days prior to the MM (unless the AoA requires a longer notice period).

No.

No.

Yes, if all Members concur.

Convening notice to be sent to all Members (unless the AoA requires otherwise) and published at least 2 times in the Official Journal and in other newspaper of major circulation.
2

MM.

Minutes of the MM.

Yes, Minutes to be signed by the Members.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, to be inserted in the authorized MM Book.

No.

No, however, in accordance with the AoA, the MM may take place by electronic means.

The MM may also take place before a notary who will certify the meeting in a notarial deed.
3

Filing with the Guatemalan Commercial Register.

(i) Application in written form;

(ii)  Notarial Deed of dismissal.

No, application form and notarial deed may only be signed by the authorizing notary (signature of the dismissed person is not mandatory).

Without undue delay (no specific deadline applies).

No.

Yes, notary’s application and specimen signature to be notarized. Also, if the dismissed person signs then the signature should be notarized.

No.

The Commercial Registry will take approximately 4 business days to register the dismissal.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
No specific requirements

0-15 days**

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

**The need for notarization may take additional time.
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BLP has provided all input about changing board members in Guatemala. 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 Guatemala, please use the below contacts

TEL: +506 2205 3990
EMAIL: mmalcotti@blplegal.com
WEB: www.blplegal.com