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Sole Director/Board of Directors

The Sole Director (“SD”) or the Board of Directors (“BoD”) together with the Shareholders’ General Meeting (“SGM”), the Supervisory Board (“SB”) and the Manager(s) is part of the organizational structure of a Stock Corporation. In addition to the BoD/SD, the Company must have a SGM and a SB and it may have one or more Managers.

Division of Duties: The SD/BoD is the managing body of the Stock Corporation. The SD/BoD runs the business of the Company by making and executing all management decisions. The SD/BoD members’ power shall fall within the provisions of the Articles of Association (“AoA”).

[...]

The SD/BoD members represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. For matters different than those just mentioned, the SD/BoD members need express authorization from the SGM.

Composition: Unless the AoA provides otherwise, the SGM will determine the number of members that will constitute the BoD. The BoD is comprised by of a minimum of 2 BoD members but usually 3 are appointed, i.e. a President, a Vice-President and a Secretary. Only physical persons can be appointed as members of de BoD or as SD.

Appointment/Dismissal Competence: The SD/BoD members are appointed by the SGM for a maximum term of 3 years, reelection is authorized and appointments can be revoked at any time by the SGM.

Alternates: If the AoA does not provide otherwise, the SGM may appoint any alternates needed.

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

Convening of SGM.

Convening notice.

No.

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

No.

No.

Yes, if all Shareholders concur.

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

SGM.

Minutes of the SGM. 

Yes, Minutes to be signed by the Chairman of the GM and Secretary of the BoD.

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

Yes, to be inserted in the authorized SGM Book.

No.

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

A notary may appear as secretary in case of absence of the Secretary of the BoD.
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 SGM.

Convening notice.

No.

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

No.

No.

Yes, if all Shareholders concur.

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

SGM.

Minutes of the SGM.

Yes, Minutes to be signed by the Chairman of the GM and Secretary of the BoD.

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

Yes, to be inserted in the authorized SGM Book.

No.

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

A notary may appear as secretary in case of absence of the Secretary of the BoD. 
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