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Board of Directors

A Nicaraguan Stock Corporation is legally represented by the Chairman of the Board of Directors (“BoD”). The Chairman will have the judicial and extrajudicial representation of the Company with ample authority as of an administrative or general Power of Attorney. Internally, the BoD is entitled to handle the administration, management and operation of the Company. The highest authority for Corporations is the General Meeting (“GM”).

Division of Duties: The BoD will manage the administration of the Company. The BoD usually has full and general Power of Attorney to perform any act on behalf of the Company and may appoint other general- , special- or judicial Power of Attorneys.

[...]

Composition: The BoD consists of at least 2 members; a Chairman and a Secretary. The BoD members can be either natural persons or legal entities, which can hold their seat through their representatives. Only Shareholders can become BoD members, however, not every Shareholder can be a BoD member. This general rule does not apply to financial institutions supervised by the financial regulator, in which being a BoD member is not linked to the condition of being a Shareholder.

Appointment/Dismissal Competence: The BoD will be appointed by the GM (single majority vote, unless it is otherwise established in the Articles of Incorporation (“AoI”) and Bylaws of the Company). They can be appointed for a maximum of 10 years’ term, unless it is otherwise established in the AoI and the Bylaws. The Bylaws must establish the percentage of votes the GM requires to dismiss a BoD member from its seat. BoD members may also resign from office at any time by giving notice to the BoD.

Alternates:  Alternates can be appointed for each BoD member or for the entire BoD.

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

Convening of GM.

Convening notice.

Yes, to be signed by the Secretary.

At least 15 calendar days prior to the GM.

No.

No.

Yes, if all Shareholders are present at the GM.

Convening to be done by publication in the Official Diary. Alternatively, to be published in any newspaper and sent by letter to each Shareholders.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman, the Secretary and all Shareholders present at the GM.

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

Yes, Resolution to be issued in the Minute Book.

Yes, someone must be appointed to appear before the notary public to notarize the Minutes for its incorporation into a Public Deed.

No, and a physical meeting is always required (which may be done through proxies).

The Resolution must include the acceptance of the new BoD member.

The appointment becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Public Registry (cf. Step 3).
3

Filing and registration with the Public Registry.

Public Deed (Minutes of the GM).

No.

Filing without delay (3-4 weeks is advisable).

Yes.

Yes (cf. step 2).

No.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
3-4 weeks

0-6 weeks**

*Less than 15 days is possible if Step 1 is waived.

**The need for notarization and a physical meeting 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.

Yes, to be signed by the Secretary.

At least 15 calendar days prior to the GM.

No.

No.

Yes, if all Shareholders are present at the GM.

Convening to be done by publication in the Official Diary. Alternatively, to be published in any newspaper and sent by letter to each Shareholders.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman, the Secretary and all Shareholders present at the GM.

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

Yes, Resolution to be issued in the Minute Book.

Yes, someone must be appointed to appear before the notary public to notarize the Minutes for its incorporation into a Public Deed.

No, and a physical meeting is always required (which may be done through proxies).

The dismissal becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Public Registry (cf. Step 3).
3

Filing and registration with the Public Registry.

Public Deed (Minutes of the GM).

No.

Filing without delay (3-4 weeks is advisable).

Yes.

Yes (cf. step 2).

No.
1
Step 1
>15 days*
2
Step 2
0 days
3
Step 3
3-4 weeks

0-6 weeks**

*Less than 15 days possible if Step 1 is waived.

**The need for notarization and a physical meeting may take additional time.
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Resignation
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Secretary.

As set out in the Bylaws.

Yes, in order to present the original and file a copy before the newspaper. The Secretary must keep the original in the Company achieves.

No.

Yes, if all BoD members are present at the BoD Meeting.
2

BoD Meeting.

BoD Minutes.

Yes, to be signed by the Chairman, the Secretary and the BoD members present at the BoD Meeting.

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

Yes, Resolution to be issued in the Minute Book.

Yes, someone must be appointed to appear before the notary public to notarize the Minutes for its incorporation into a Public Deed.

No, and a physical meeting is always required (which may be done through proxies).

The resignation becomes effective towards the Company (internally) as of the date of the BoD Meeting and towards third persons (externally) upon registration with the Public Registry (cf. Step 3).
3

Filing and registration with the Public Registry.

Public Deed (BoD Minutes).

No.

Filing without delay (3-4 weeks is advisable).

Yes.

Yes (cf. step 2).

No.
1
Step 1
As set out in the Bylaws
2
Step 2
0 days
3
Step 3
3-4 weeks

As set out in the Bylaws + 0-4 weeks*

*The need for notarization and a physical meeting may take additional time.
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BLP has provided all input about changing board members in Nicaragua. 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, “Law firm of the Year - Costa Rica” Award by IFLR1000 in 2015 and again in 2016 and Best Central American Law Firm –Silver- 2016 by ILASA, the firm is a one-stop-shop for conducting business.

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

TEL: +505 2278 7004
EMAIL: mmalcotti@blplegal.com
WEB: www.blplegal.com