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 requires 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. |
No, in Public LLCs there is no legal provision that allows Shareholders to waive this step. However, in practice, if all Shareholders concur, this is sometimes done. |
In larger Public LLCs notice for candidature for the BoD shall be given in writing at the latest 5 calendar days prior to the GM. |
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, electronic meetings are allowed (either partly electronic or wholly). |
Appointment of the BoD member will have come to effect from the date of appointment for those aware of the appointment but at the date of registration for an unenlightened third party. |
3 |
Filing with the Icelandic Register of Limited Companies. |
Online form. |
Yes, to be signed by The majority of the BoD members or the holders of Powers of Procuration. New BoD members are also required to sign the document. If all BoD members are new, the majority of the departing BoD also needs to sign. |
Within 1 month from the GM (the time limit is very strict). |
No. |
No. |
No. |
If the new BoD member is not Icelandic, he needs to apply for a social security number (in Icelandic: “Kennitala” or “kt.”) and supply a copy of his passport. |
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. **Application for a social security number (if required) may take addtional time. |
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 requires 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. |
No, in Public LLCs there is no legal provision that allows Shareholders to waive this step. However, in practice, if all Shareholders concur, this is sometimes done. |
|
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, electronic meetings are allowed (either partly electronic or wholly). |
Dismissal/resignation of a BoD 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. |
Online form. |
Yes, to be signed by the majority of the BoD members or the holders of Powers of Procuration. New BoD members are also required to sign. If all BoD members are new, the majority of the departing BoD also needs to sign. If a BoD member resigns (ctr. dismissal) 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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