Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of PGM. |
Convening notice. |
No. |
As set out in the AoI. |
No. |
No. |
Yes, if agreed by all Partners, the PGM can be held without prior notice ("Universal PGM"). |
The PGM is convened by a Manager by individual notice (that allow proof of receipt) to each Partner. |
2 |
PGM. |
Minutes of the PGM. |
Yes, Minutes to be signed by the Chairman and Secretary of the SGM and one Partner appointed for such purpose. In case of a Universal PGM, all Partners 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 PGM. |
Yes, original Minutes to be inserted in the PGM Minutes Book held by the Company. |
Yes, certified copy of the Minutes to be filed before Public Registry (cf. Step 3). If the PGM grants powers in favor of the appointee, the Minutes must incorporate a certification issued by the Partners attending to the PGM, whose signatures must be legalized before a Peruvian Public Notary. |
No, however, the Bylaws may allow absentee meetings (written, electronic etc.), PGM Resolutions and similar. |
The appointment is effective as per the date established by the PGM but it cannot be a day prior to the PGM. |
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. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-30 days* *Unless Step 1 is waived. **Legalization (if required) and originals may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of PGM. |
Convening notice. |
No. |
As set out in the AoI. |
No. |
No. |
Yes, if agreed by all Partners, the PGM can be held without prior notice ("Universal PGM"). |
The PGM is convened by a Manager by individual notice (that allow proof of receipt) to each Partner. |
2 |
PGM. |
Minutes of the PGM. |
Yes, Minutes to be signed by the Chairman and Secretary of the SGM and one Partner appointed for such purpose. In case of a Universal SGM, all Partners 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 PGM. |
Yes, original Minutes to be inserted in the PGM Minutes Book held by the Company. |
Yes, certified copy of the Minutes to be filed before Public Registry (cf. Step 3). |
No, however, the Bylaws may allow absentee meetings (written, electronic etc.), PGM Resolutions and similar. |
The dismissal is effective as per the date established by the PGM but it cannot be a day prior to the PGM. |
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. |
Managers 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
|
2
Step 2
|
3
Step 3
|
|||
0-30 days** *Unless Step 1 is waived. **Originals may take additional time. |
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 PartnerTEL: +51 1 618 8524
EMAIL: liliana.espinosa@bakermckenzie.com
WEB: www.echecopar.com.pe