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General Manager

A Honduran Limited Liability Company (“LLC”) has an organizational structure which includes a Partners Assembly and a General Manager. The General Manager is the governing body in the Company.

Division of Duties: LLC is legally represented by its General Manager as specified in the Deed of Incorporation (“DoI”). The General Manager is entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, the General Manager run the business of the Company by making all management decisions.

[...]

However, the Equityholders may instruct the General Manager to exercise the management power in a specific way.

Composition: A LLC must be represented by its General Manager. The General Manager must be a physical person.

Appointment/Dismissal Competence: A General Manager may be appointed in the DoI or by way of a Partners Assembly Resolution (simple majority vote) at a General Meeting (“GM”). The DoI may also provide for nomination rights for Partners. Dismissal of  a General Manager may be achieved through a Partners Assembly Resolution (simple majority vote). A General Manager can be nominated by individual Partners and may usually also be dismissed by such Partners upon free discretion (it could also be someone outside from the Partners). Generally, no maximum or minimum term applies to the General Manager unless otherwise stated in the DoI or in the Partners Assembly Resolution appointing the General Manager.

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

Convening of GM.

Convening notice (as stablished in the DoI).

No.

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

No.

No.

Yes, if allowed in the DoI.

2

GM.

Minutes of the GM.

Yes, to be signed by the Secreatary of the GM.

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.

At least 50% of the Partners shall be represented in the GM (unless otherwise stated in the DoI). The Partners 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*
2
Step 2
0 days
3
Step 3
As set out in the DoI

As set out in the DoI**

*Unless waived (if possible).

**The need for notarization may take additional time.

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

Convening of GM.

Convening notice (as stablished in the DoI).

No.

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

No.

No.

Yes, if allowed in the DoI.

2

GM.

Minutes of the GM.

Yes, to be signed by the Secreatary of the GM.

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.

At least 50% of the Partners shall be represented in the GM (unless otherwise stated in the DoI). The Partners 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*
2
Step 2
0 days
3
Step 3
As set out in the DoI

As set out in the DoI**

*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