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Executive Board

The Executive Board (“EB”) is a collective or sole body which is part of an organizational structure alongside with General Meeting of Participants (“GM”). Also, the EB operates with or without the Supervisory Board (“SB”). The EB shall consider the GM as the supreme governing body of Limited Liability Company (“LLC”). The collective EB shall be represented by its Direction and a sole EB acts through its General Director.

[...]

Division of Duties: The EB is responsible for the day-to-day business of the LLC. Competence of the EB consists of all matters not related to competence of the GM and the SB If established). The EB shall act on behalf of the LLC without Power of Attorney (”PoA”) and the EB may issue PoAs to any third party granting rights to represent the LLC, including assignable PoAs. Also, the sole EB is entitled to hire and dismiss employees, transfer them to other positions, enter into employment contracts, determine the remuneration system, adopt incentive measures and take disciplinary actions.

Composition: The number of the collective EB members shall not be more than 7 persons where 1 member is the Chairman. The sole EB is titled as General Director. An EB Member or  the General Director can be Participant in the LLC but cannot be a SB member simultaneously.

Appointment/Dismissal Competence: The EB members shall be appointed by the GM for not more than 5-years term of office. The GM is entitled to early terminate the term of the EB members. The procedure for appointment, reappointment and termination of the EB can be provided in Articles of Association (“AoA”). 

Alternates: In case of absence, the GM may appoint an authorized person to perform the duties of the EB member.

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 Kazakhstan 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 Centil Law before actually changing any board members in Kazakhstan.

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

Convening of GM.

Convening notice.

No.

At least 15 calendar days prior to the GM (the AoA of the LLC having less than 7 Participants can provide other notice period).

Yes, original to be delivered to the Participants.

No.

No.

The LLC is entitled to inform the Participants via mass media.

Convening notice of an LLC having +100 Participants shall be published in print media as specified in the AoA.
2

GM.

Minutes of the GM.

Yes, to be signed by the Secretary and the Chairman of the GM.

At the date set out in the convening notice (Cf. Step 1) or the AoA (for the annual GM).

Yes, original to be filed in the Minute Book which is kept by the EB.

No,

No, however, meetings in absentia is possible if allowed in the AoA.

No filings or similar procedures apply.
1
Step 1
>15 days*
2
Step 2
0 days

>15 days**

*Less than 15 days possible if allowed in the AoA.

**The need for 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.

No.

At least 15 calendar days prior to the GM (the AoA of the LLC having less than 7 Participants can provide other notice period).

Yes, original to be delivered to the Participants.

No.

No.

The LLC is entitled to inform the Participants via mass media.

Convening notice of an LLC having +100 Participants shall be published in print media as specified in the AoA.
2

GM.

Minutes of the GM.

Yes, to be signed by the Secretary and the Chairman of the GM.

At the date set out in the convening notice (Cf. Step 1) or the AoA (for the annual GM).

Yes, original to be filed in the Minute Book which is kept by the EB.

No.

No, however, meetings in absentia is possible if allowed in the AoA.

No filings or similar procedures apply.
1
Step 1
>15 days*
2
Step 2
0 days

>15 days**

*Less than 15 days possible if allowed in the AoA.

**The need for a physical meeting may take additional time.
Download/print Checklist Fee quote
Fee quote

Centil Law has provided all input about changing board members in Kazakhstan. Centil Law is a leading [...] full-service law firm with an integrated practice across Central Asia and the Caucasusn. Centil's 50 lawyers and economists advise both international and domestic clients on complex transactions and pioneering projects with particular expertise in banking and finance, energy, M&A, tax and infrastructure.

For more information about Centil Law and changing board members in Kazakhstan, please use the below contacts:

TEL: +7 727 333 6105
EMAIL: ravshan.r@centil.law
WEB: www.centil.law