In stock corporations, the supreme body is called the “Assembly” and is constituted by the meeting of the shareholders, in accordance with the specific rules established in the Commercial Code and the company's articles of incorporation.
It is essential to understand that not all partner meetings can be considered legitimate assemblies. To do so, a prior notice must be given that includes the agenda to be discussed and a minimum quorum is required, which is detailed below.
Although the assembly is not a permanent operating body, its activity is temporary, and despite this, it is considered the supreme body of the society. This is because the will of the partners is expressed in the assembly, and its resolutions create legal ties for all members individually.
Table of Contents
Classification of Assemblies
According to the Commercial Code of Guatemala, assemblies are classified according to the type of decisions to be made.
General Ordinary Assembly
This assembly is held at least once a year, after the accounting operations that define the fiscal year have been completed. It deals with issues related to the ordinary life of the company, such as:
– Name and remove administrators and managers
– Appoint the board of directors
– Learn about social enterprises
– Approve the distribution of dividends
Approve credits in favor of the company
– Approve purchases or sales in favor of the company
– Resolve specific matters indicated in the company's articles of incorporation
Quorum and Majority:
For an ordinary meeting to be considered valid, at least half of the voting shares must be represented. Resolutions will be valid if passed by a majority of the votes present.
Extraordinary General Assembly
This meeting may be held at any time and is generally devoted to amending the company's articles of incorporation. Topics may include:
– Increase in authorized capital
– Company Transformation or Merger
– Amendment of the company's purpose
– Change of company name
– Creation of preferred stock
– Stock Increase and Decrease
– Other matters required by law or the company's articles of incorporation
Quorum and Majority:
Unless the articles of incorporation stipulate a higher majority, for an extraordinary shareholders’ meeting to be valid, at least 60% of the voting shares must be represented. Resolutions shall be adopted by a majority of more than 50% of the issued voting shares.
Special Assemblies
These assemblies bring together a specific group of shareholders based on the class of shares they own, such as:
– Preferred shareholders
– Shareholders with preferred stock
– Limited voting partners
Totalitarian Assemblies
They are held without prior notice, provided that all shareholders attend and none object to their holding.
I hope this expanded version is useful to you. Are there any additional aspects you would like to include or modify?
