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Board of Directors

The Board of Directors (“BoD”) is a collective body which is part of an organizational structure along the General Meeting of Shareholders (“GM”) and the Executive Board (“EB”). The BoD is a mandatory body under Kyrgyzstan’s legislation for companies with +50 Shareholders.

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Division of Duties: The BoD represents and manages the Company, as supervises its operations. In general, the BoD’s competence includes defining the corporate strategy, approval of the Company’s development plan, decision on annual and extraordinary GMs, allocation (realization) of Shares within additional authorized Shares, decision on redemption of allocated Shares, pre-approval of annual financial statement of the Company, appointment of the EB and Audit Commission members and other matters not related to competence of the Shareholders and the EB. The BoD controls the effectiveness of the corporate governance practices in the Company.

Composition: The BoD consists of minimum 3 members and not more than 11 members. Requirements to the persons elected to the BoD may be established by the AoA or internal document, approved by the GM. Only individual may be a BoD members.

Appointment/Dismissal Competence: The BoD members can be re-elected by the GM. The term of the BoD shall be not more than 3 years. The GM is entitled to early terminate the term. Early termination of the BoD member on his own initiative shall be based on a written notification to the BoD. The authorities of such BoD member shall be terminated from the date of consideration of the notification by BoD or the date indicated in the notification.

Alternates: Transfer of the voting right by a BoD member, including to other BoD members of the Company, is not allowed.

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 Kyrgyzstan 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 Kyrgyzstan.

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 10 calendar days prior to the GM.

Yes, original to be sent to each Shareholder.

No.

No (not even if all Shareholders concur).

Companies having +50 Shareholders shall inform the Shareholders via mass media as well.

Longer notice period applies to listed JSCs.
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 or the AoA (for the annual GM).

Yes, original to be kept by the EB.

No.

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

Filing requirement only apply to Companies engaged in banking and insurance activity.
1
Step 1
>10 days
2
Step 2
0 days

>10 days*

*The possible 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 10 calendar days prior to the GM.

Yes.

No.

No (not even if all Shareholders concur).

The Company having +50 Shareholders shall inform the Shareholders via mass media.

Longer notice period applies to listed JSCs.
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 or the AoA (for the annual GM).

Yes, original to be kept by the EB.

No.

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

Filing requirement only apply to Companies engaged in banking and insurance activity.
1
Step 1
>10 days
2
Step 2
0 days

>10 days*

*The possible 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 Kyrgyzstan. Centil is a leading [...] full-service law firm with an integrated practice across Central Asia, the Caucasus and Iran. 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 Kyrgyzstan, please use the below contacts:

TEL: + 996 312 91 97 80
EMAIL: kerim.b@centil.law
WEB: www.centil.law