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
|
2
Step 2
|
3
Step 3
|
|||
0-8 weeks *Less than 1 week (or 2 weeks) only possible if Step 1 is waived. |
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
|
2
Step 2
|
3
Step 3
|
|||
0-8 weeks *Less than 1 week (or 2 weeks) only possible if Step 1 is waived. |
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:
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