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Board of Directors

Corporations are managed by the Board of Directors ("BoD"). The BoD acts pursuant to the authority and particular faculties established in its favor by the General Corporations Law, the Bylaws of the Company and the resolutions of the Shareholders General Meeting (in Spanish: "Junta General de Accionistas") (“SGM”).

Division of Duties:

According to the General Corporations Law, the BoD has the power to manage and has the legal representation necessary for the administration of the Company within the scope of its corporate purpose, except for matters which, pursuant to the law or the Bylaws, fall within the exclusive competence of the SGM.

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Also, Bylaws may impose limitations on the BoD members' ability to act, but in general terms their authority is granted  by law as responsible for the management of the Company's business, for which purpose they may exercise all of the powers granted by  the Company.

The BoD acts jointly as a corporate body though resolutions approved by a majority of its members according to particular rules established in the General Corporations Law and the Bylaws of the Company. Generally, the Bylaws establish the scope, terms and faculties of the BoD to manage the Company, as well as the way it can make decisions (quorum, majority and similar). Closely Held Corporations may opt out of having a BoD. In case a Closely Held Corporate chooses not to have a BoD, then all faculties and attributions established by the General Corporations Law to the BoD, shall correspond to the General Manager.

The authority of the BoD may be delegated to one or more BoD members, so that they may act individually or as a Board Committee. However, the duty to render accounts or present financial statements to the SGM may not be delegated. The BoD normally has the authority to appoint the General Manager, as well as the other managers and representatives of the Company and to grant in their favor Powers-of-Attorney.

Composition and Board Decisions: 

The BoD shall consist of at least 3 members. The number of BoD members is agreed by the Company and established in the Bylaws. The number could be fixed or it could be a minimum or maximum number of BoD members. BoD members may only be individuals and not companies. Foreign BoD members are able to meet and approve decisions abroad without any limitations in order to represent the Company. However, if they wish to meet in Peru, foreign BoD members would require a business visa or foreign ID card (migratory capacity). The General Corporations Law regulates who may not be appointed as a BoD member. For instance, partners, directors, administrators or representatives of Companies with opposing interest than those of the Company may not be BoD members.

Appointment/Dismissal CompetenPartce:

The BoD is appointed through a resolution approved by the SGM. Election of the BoD by the SGM must include rules of minority Shareholders. If no special rule is established in the Bylaws to this effect, the General Corporation Law indicates that in the election process each Share shall grant as many votes as there are candidates for office and that each Shareholder is entitled to accumulate its votes in favor of one candidate or may distribute them among several candidates. Board members may be removed by the SGM at any time, even when the election of certain Board Members was established as a condition in the Articles of Incorporation (“AoI”). Exceptionally, according to the General Corporation Law and subject to the Bylaws, the BoD can appoint BoD members to fill vacant positions. BoD members may resign at any time by giving written notice to the Company and will be able to directly request the registration of their resignation with the Public Registry.

The term of the BoD is for at least one year and may not exceed 3 years. However, if the SGM does not appoint a new BoD once the term of the BoD elapses, the BoD shall continue indefinitely in office until the new BoD is appointed.

Alternate and Substitute Directors: 

Alternate Directors (in Spanish: "Directores Alternos") or substitute Directors (in Spanish: "Directores Suplentes") may be appointed, if the Bylaws allow so. Alternate Directors are appointed to replace a specific BoD member and Substitute Directors are appointed to replace any BoD members. Replacement in both cases will apply in case of vacancy, absence or impediment. 

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 Peru 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 Estudio Echecopar before actually changing any board members in Peru.

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

Convening of SGM.

Convening notice.

Yes, a Resolution by the BoD approving to call the SGM is required (if no BoD exists, by the General Manager).

At least 10 calendar days prior to the SGM (if an annual SGM) or at least 3 calendar days prior to the SGM (if an extraordinary SGM) (unless longer terms are set out in the Bylaws).

No.

No.

Yes, if agreed by all Shareholders, the SGM can be held without prior notice ("Universal SGM").

Convening notice to be published in the Official Gazette and one other local gazette, expect for Closely Held Corporations where notice shall be made by individual notice (that allow proof of receipt) to each Shareholder.
2

SGM.

Minutes of the SGM.

Yes, Minutes to be signed by the Chairman and Secretary of the SGM and one Shareholder appointed for such purpose. In case of a Universal SGM, all Shareholders are to sign the Minutes.

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

The Minutes shall be approved and signed within 10 calendar days following the SGM.

 

Yes, original Minutes to be inserted in the SGM Minutes Book held by the Company.

Yes, certified copy of the Minutes to be filed before Public Registry (cf. Step 4).

If the SGM grants powers in favor of the appointee, the Minutes must incorporate a certification issued by the General Manager whose signature must be legalized before a Peruvian Public Notary.

No, however in Closely Held Corporations, Resolutions can be adopted through non-physical meetings or written Resolutions.

The appointment is effective as per the date established in the SGM but it cannot be a day prior to the SGM.
3

Acceptance of appointment by new BoD member.

Acceptance letter.

Yes, each new BoD member is to submit a letter to the Company.

No specific deadline applies.

Yes.

Yes, the signature must be legalized by a Peruvian Public Notary. If the letter is signed in a foreign country, the signature shall be notarized and apostilled (alternatively legalized before the Peruvian Consulate).

No.

Documents in foreign language must be translated to Spanish by an official translator.
4

Filing with the Peruvian Public Registry.

(i) Registration Form;

(ii) Minute of the SGM;

(iii) Acceptance letter.

Yes, registration form to be signed by the person authorized in the Minutes.

Within 30 calendar days from the date in which the resolution was approved. 

Yes.

Yes (cf. Step 2 and 3).

No.
1
Step 1
>3 (or 10) days*
2
Step 2
0-10 days
3
Step 3
No specific requirements
4
Step 4
0-30 days

0-33 (or 40) days**

*Less than 3 (or 10) days possible if Step 1 is waived.

**Notarization/legalization and originals 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 SGM.

Convening notice.

Yes, a Resolution by the BoD approving to call the SGM is required (if no BoD exists, by the General Manager).

At least 10 calendar days prior to the SGM (if an annual SGM) or at least 3 calendar days prior to the SGM (if an extraordinary SGM) (unless longer terms are set out in the Bylaws).

No.

No.

Yes, if agreed by all Shareholders, the SGM can be held without prior notice ("Universal SGM").

Convening notice to be published in the Official Gazette and one other local gazette, expect for Closely Held Corporations where notice shall be made by individual notice (that allow proof of receipt) to each Shareholder.
2

SGM.

Minutes of the SGM.

Yes, Minutes to be signed by the Chairman and Secretary of the SGM and one Shareholder appointed for such purpose. In case of a Universal SGM, all Shareholders are to sign the Minutes.

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

The Minutes shall be approved and signed within 10 calendar days following the SGM.

Yes, original Minutes to be inserted in the SGM Minutes Book held by the Company.

Yes, certified copy of the Minutes to be filed before Public Registry (cf. Step 3).

No, however in Closely Held Corporations, Resolutions can be adopted through non-physical meetings or written Resolutions.

The dismissal is effective as per the date established by the SGM but it cannot be a day prior to the SGM.
3

Filing with the Peruvian Public Registry.

(i) Registration form;

(ii) Minute of the SGM;

Yes, registration form to be signed by the person authorized in the Minutes.

Within 30 calendar days from the date in which the resolution was approved.

Yes.

Yes (cf. Step 2).

No.

BoD members may resign by written notice to the Company and can directly request the registration of their resignation with the Public Registry. If so, they must file a request letter with legalized signature, attaching a copy of the resignation letter with notarial proof of having been submitted to the Company. In that case, it is not necessary to complete Steps 1 and 2.
1
Step 1
>3 (or 10) days*
2
Step 2
0-10 days
3
Step 3
0-30 days

0-33 (or 40) days**

*Less than 3 (or 10) days possible if Step 1 is waived.

**Originals may take additional time.
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Estudio Echecopar member firm of Baker & McKenzie International has provided all input about [...] changing board members in Peru.

A Firm with 69 years of professional experience and the first global law firm in Peru to offer a level of international service in the local legal market. We have been recognized by legal publications as one of the most prestigious top-tier law firms in Peru with full experience in commercial, corporate, M&A and contractual matters. Our corporate culture based on creative solutions has allowed our lawyers to participate in the most important and complex transactions in the country.

For more information about Estudio Echecopar member firm of Baker & McKenzie International and changing board members in Peru, please contact our Partner directly.

CONTACT: Liliana Espinosa, Principal Partner
TEL: +51 1 618 8524
EMAIL: liliana.espinosa@bakermckenzie.com
WEB: www.echecopar.com.pe