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Board of Directors/Sole Administrator

A Honduran Joint Stock Company (“JSC”) has an organizational structure as stipulated in the Deed of Incorporation (“DoI”) which includes either a Board of Directors (“BoD”) as a collective body or a Sole Administrator.

Division of Duties: The JSC is legally represented by the President of the BoD or the Sole Administrator accordingly, as specified in the DoI. The President of the BoD or the Sole Administrator is 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 Equityholders may instruct the BoD or the Sole Administrator to exercise their management power in a specific way.

Composition: A JSC must be represented by the BoD or the Sole Administrator. The members of the BoD/Sole Administrator must be physical persons.

Appointment/Dismissal Competence: A BoD or the Sole Administrator may be appointed in the DoI or by way of a Shareholders’ Resolution (simple majority vote) at a General Meeting (“GM”). Dismissal of the BoD or the Sole Administrator may be achieved through a Shareholders’ Resolution (simple majority vote). The BoD or the Sole Administrator can be nominated by individual Shareholders and may usually also be dismissed by such Shareholders upon free discretion. The DoI may also provide for nomination rights. Generally, no maximum or minimum term apply to the BoD members or the Sole Administrator (unless otherwise stated in the DoI) or in the Shareholders’ Resolution appointing the BoD or the Sole Administrator.

Alternates: Not applicable.

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 Honduras 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 Honduras.

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

Convening of GM.

Convening notice (as stablished in the DoI and the Bylaws).

No.

No specific deadline applies (unless otherwise set out in the DoI and the Bylaws).

No.

No.

Yes, if allowed in the DoI and the Bylaws.
2

GM.

Minutes of the GM.

Yes, to be signed by the Secreatary of the BoD (in case of the Sole Administrator, no signature is needed).

As set out in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, the Minutes are to protocolized by a notary public for its incorporation into a public deed.

No, however, the GM may take place virtually and/or as otherwise allowed by DoI and the Bylaws. 

At least 50% of the Shareholders shall be represented in the GM (unless otherwise stated in the DoI and the Bylaws). The Shareholders can be represented by others with a Power of Attorney.
3

Registration at the Honduran Mercantile Registry.

(i) Notarized Minutes of GM; and

(ii) Public deed.

No.

No specific deadline applies, unless otherwise set out in the DoI.

Yes.

Yes (cf. Step 2).

No.

The appointment is effective towards thirds parties once registered at the Mercantile Registry.

Registration in the Mercantile Registry requires payment of a registration fee.
1
Step 1
As set out in the DoI and the Bylaws*
2
Step 2
0 days
3
Step 3
As set out in the DoI

As set out in the DoI and the Bylaws**

*Unless waived (if possible).

**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 GM.

Convening notice (as stablished in the DoI and the Bylaws).

No.

No specific deadline applies (unless otherwise set out in the DoI and the Bylaws).

No.

No.

Yes, if allowed in the DoI and the Bylaws.
2

GM.

Minutes of the GM.

Yes, to be signed by the Secreatary of the BoD (in case of the Sole Administrator, no signature is needed).

As set out in the convening notice (unless waived, cf. Step 1).

Yes.

Yes, the Minutes are to protocolized by a notary public for its incorporation into a public deed.

No, however, the GM may take place virtually and/or as otherwise allowed by DoI and the Bylaws. 

At least 50% of the Shareholders shall be represented in the GM (unless otherwise stated in the DoI and the Bylaws). The Shareholders can be represented by others with a Power of Attorney.
3

Registration at the Honduran Mercantile Registry.

(i) Notarized Minutes of GM; and

(ii) Public deed.

No.

No specific deadline applies, unless otherwise set out in the DoI.

Yes.

Yes (cf. Step 2).

No.

The dismissal is effective towards thirds parties once registered at the Mercantile Registry.

Registration in the Mercantile Registry requires payment of a registration fee.
1
Step 1
As set out in the DoI and the Bylaws*
2
Step 2
0 days
3
Step 3
As set out in the DoI

As set out in the DoI and the Bylaws**

*Unless waived (if possible).

**The need for notarization may take additional time.
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BLP has provided all input about changing board members in Honduras. 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, and the “Law firm of the Year - Costa Rica” Award by IFLR1000 in 2015, the firm is a one-stop-shop for conducting business.

For more information about BLP and changing board members in Honduras, please use the below contacts:

TEL: +504 2269 1217
EMAIL: mmalcotti@blplegal.com
WEB: www.blplegal.com