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Management

Limited Liability Companies are managed by a General Manager (in Spanish: "Gerente General"), appointed by the Partners General Meeting (in Spanish: "Junta General de Socios") ("PGM"). The General Manager is the officer who handless the administration of the Company. Limited Liability Companies may appoint additional Managers (i.e. Financial Manager, Administrative Manager etc.) that report to the General Manager.

Division of Duties: 

The Managers represent the Company in all matters regarding its corporate purpose. In addition, Managers have general and special powers of procedural representation by virtue of their appointment.

[...]

Managers act individually (not as a body) and have the specific faculties that the PGM or the Bylaws grants in their favor. The General Corporations Law also establishes restrictions on who cannot be appointed as General Manager which excludes: (i) persons with a history of bankruptcy, (ii) public officers, (iii) persons involved in a judicial process against the Company, and (iv) persons that are Representatives, Administrators, BoD members or Managers of a company with a permanent conflict of interest.

Composition: 

The General Corporations Law does not established a minimum number of Managers but Limited Liability Companies must have at least one General Manager. Managers may be individuals or legal entities. If the appointed Manager is a legal entity, then such legal entity shall appoint an individual to act on its behalf. The individual shall be a Peruvian citizen or a foreign citizen holding a working visa or foreign ID card.

Appointment/Dismissal Competence: 

Managers are appointed by the PGM and can be removed at any time by an agreement adopted by simple majority of the PGM, except when the appointment has been established as a condition of the Articles of Incorporation (“AoI”); in which case, it is only possible to dismiss them judicially in the case of fraud, fault or inability. Managers may resign by written notice to the Company and will be able to directly request the registration of their resignation in the Public Registry. Managers are usually appointed for an indefinite period, unless otherwise specified in the Bylaws.

Alternate Managers:

Although the appointment of alternate Managers is not specifically established by the General Corporation Law, such appointment may be contemplated in the Bylaws.

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
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
As set out in the AoI*
2
Step 2
0-10 days
3
Step 3
0-30 days

0-30 days*

*Unless Step 1 is waived.

**Legalization (if required) and originals may take additional time.

Dismissal
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
As set out in the AoI*
2
Step 2
0-10 days
3
Step 3
0-30 days

0-30 days**

*Unless 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