Legal Cross Border - Guatemala

Fee quote

Supervisory Board

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

Division of Duties: In addition to those duties provided in the Articles of Association (“AoA”), the SB is to supervise, monitor and inspect the Company’s activities. Hence, it should: (i) supervise the Company, examine its balance sheet and accounting statements; (ii) verify that accounting is made in accordance with the law and general accounting principles; (iii) demand reports from the Director(s) regarding the Company’s business; (iv) convene meetings when causes of dissolution occur.

[...]

Composition: Unless the AoA provides otherwise, the MM will appoint the number of auditors, accountants or commissioners to incorporate the SB. The MM may appoint physical persons and/or legal entities.

Appointment/Dismissal Competence: Generally, the SB is appointed and dismissed by the MM at its annual ordinary meeting, but it may also be appointed and dismissed at an extraordinary MMs.

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

Appointment

Download/print Checklist Fee quote

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. No filing is necessary.

Step

Action

Documentation

Signatures?

Timing

Originals?

Notarization/
Certification?

Waiver of
Step?

Miscellaneous

Convening of MM.

Convening notice.

No.

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

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.

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.

No filing is necessary.

Step 1

>15 days*

Step 2

0 days

0-15 days

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

Download/print Checklist Fee quote

Dismissal

Download/print Checklist Fee quote

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. No filing is necessary.

Step

Action

Documentation

Signatures?

Timing

Originals?

Notarization/
Certification?

Waiver of
Step?

Miscellaneous

Convening of MM.

Convening notice.

No.

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

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.

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.

No filing is necessary.

Step 1

>15 days*

Step 2

0 days

0-15 days

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

Download/print Checklist Fee quote

Fee quote

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

Stock Corporations

Limited Liability Companies

Supervisory Board

Cookies