Representative Committee

The Representative Committee (“RC”) may be a part of an organizational structure which includes 2 other governing bodies in the Company, the Executive Board (“EB”) and the Board of Directors (“BoD”). Members of other bodies of the Company cannot also be members of the RC. RCs are not common in Iceland.

Division of Duties: There is no obligation to establish a RC but if a Company choses to do so, it shall be established in the Company´s Articles of Association (“AoA“). If a RC is elected, their power and scope shall be stipulated further by means of provisions in the AoA. [...] Generally, the RC is supposed to supervise the BoD and the EB. It can also convene the General Meeting (“GM”) if the Company has no BoD members (due to for example resignation of BoD members), or if the BoD fails to do so.

Composition: The RC shall always consist of at least 5 members. BoD members and the EB members cannot be RC members. This rule also applies to alternates and the Company’s auditor.

Appointment/Dismissal Competence: The GM appoints the RC. The Company´s AoA can stipulate other means of nomination that is that one or more members of the RC shall be nominated in another manner. Nevertheless, its majority shall always be appointed by the GM.

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 Iceland 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 LEX Law Offices before actually changing any board members in Iceland.

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

Convening of GM.

Convening notice (with agenda).

No.

Maximum 4 weeks (unless the AoA require a longer notice period) and minimum 1 week prior to the GM (2 weeks if it is an annual GM but 1 week if Shareholders who own at least 90% of the Shares agree in writing).

No.

No.

Yes, in Private LLCs if all Shareholders attend the meeting and concur.

2

GM.

Minutes of the GM (this is only for the Company’s records and does not need to be filed).

Yes, to be signed by the Chairman of the GM and the Minutes-Keeper. In practice, in smaller companies, usually all of the attending Shareholders sign the Minutes.

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

No.

No.

No, however, no electronic meetings are allowed (either partly electronic or wholly).

The appointment of RC members will come to effect immediately for those aware of it but at the date of registration for an unenlightened third party.

3

Filing with the Icelandic Register of Limited Companies.

No form available.

Yes, to be signed by the majority of the BoD members or the holders of Powers of Procuration. All new RC members are also required to sign.

Within 1 month from the GM (the time limit is very strict).

No.

No.

No.

1
Step 1
0-4 weeks*
2
Step 2
0 weeks
3
Step 3
0-1 month

0-8 weeks

*Less than 1 week (or 2 weeks) only possible if Step 1 is waived.

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

Convening of GM.

Convening notice with an agenda.

No.

Maximum 4 weeks (unless the AoA require a longer notice period) and minimum 1 week prior to the GM (2 weeks if it is an annual GM but 1 week if Shareholders who own at least 90% of the Shares agree in writing).

No.

No.

Yes, in Private LLCs if all Shareholders attend the meeting and concur.

2

GM.

Minutes of the GM (this is only for the Company’s records and does not need to be filed).

Yes, to be signed by the Chairman of the GM and the Minutes-Keeper. In practice, in smaller companies, usually all of the attending Shareholders sign the Minutes.

At the date stipulated in the convening notice (unless waived).

No.

No.

No, however, electronic meetings are allowed (either partly electronic or wholly).

Dismissal/resignation of a RC member will come to effect immediately for those aware of the dismissal/resignation but at the date of registration for an unenlightened third party

3

Filing with the Icelandic Register of Limited Companies.

No form available.

Yes, to be signed by the majority of the BoD members or the holders of Powers of Procuration.

The RC member can also resign and then only his signature is required.

Within 1 month from the GM (the time limit is very strict).

No.

No.

No.

1
Step 1
0-4 weeks*
2
Step 2
0 weeks
3
Step 3
0-1 month

0-8 weeks

*Less than 1 week (or 2 weeks) only possible if Step 1 is waived.

Fee quote

LEX Law Offices has provided all input about changing board members in Iceland. LEX is one of Iceland´s [...] leading law firms, providing clients with comprehensive services over a wide range of financial, corporate and commercial issues, as well as most other aspects of Icelandic law. LEX aims to be the Icelandic legal firm of choice for our clients and address their needs in the ever-changing local and international markets. LEX enjoys 1 tier ranking by major ranking agencies such as Chamber and Partners, Legal 500 and IFLR 1000.

For more information about LEX Law Offices and changing board members in Iceland, please use the below contacts:

TEL: +354 590 2600
EMAIL: orn@lex.is
WEB: www.lex.is