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Supervisory Board

The Supervisory Board (“SB”) together with the Shareholders’ General Meeting (“SGM”), the Board of Directors (“BoD”) (or Sole Director (“SD”)) and the Manger(s) is part of the organizational structure of a Stock Corporation. In addition to the SB, the Company must have a SGM, a SD or BoD and it may have one or 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 BoD/SD in regard to the Company’s business; and (iv) convene the SGM when causes of dissolution occur.

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

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

Alternates: If the AoA does not provides 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.

Filing is not required.

 
1
Step 1
>15 days*
2
Step 2
0 days

0-15 days

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

No filing is required.
1
Step 1
>15 days*
2
Step 2
0 days

0-15 days

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