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Executive Board

The Executive Board (“EB”) is a collective or sole body which is part of an organizational structure alongside the General Meeting of Shareholders (“GM”) and the Board of Directors (“BoD”). The collective EB is represented by its Direction and the sole EB acts through its General Director.

[...]

Division of Duties: The EB is responsible for the day-to-day business of the Company. The competence of the EB consists of all matters not related to competence of the GM and the BoD. Decisions of the EB shall be executed via Minutes to be signed by all the EB members at the EB Meeting. An EB member shall not transfer its right to vote to another person, including to another EB member. The EB is obliged to execute decisions of the GM and the BoD.

Composition: The employees of the Company who are not Shareholders can act as EB members. The number and quantitative composition of the EB members shall be defined by the BoD. No EB member can act as BoD member.

Appointment/Dismissal Competence: The EB members shall be appointed/dismissed by the BoD. The term of offices shall be fixed by the BoD. The BoD is entitled to early terminate the term. The procedure for appointment, reappointment and dismissal of the EB shall be provided in the constituent documents of the Company i.e. the Articles of Association (“AoA”).

Alternates: In case of absence, the BoD may appoint an authorized person to perform the duties of the absent 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 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 (if a Board of Directors is established)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

No.

As set out in the AoA.

No.

No.

No (not even if all BoD members concur).

As set out in the AoA or other internal documents of the Company.
2

BoD Meeting.

Minutes of the BoD Meeting.

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

At the date set out in the convening notice.

Yes, original to be kept by the Company. 

No.

No, however, meetings in absentia is possible if allowed in the AoA.
3

Notification of authorized state body that keeps Unified Register of Legal Entities.

(i) Written notification (no specific form applies);

(ii) Minutes of the BoD Meeting;

(iii) Copy of passport of the EB member.

Yes, to be signed by the General Director/the Chairman of the EB).

No later than 30 calendar days following the BoD Meeting.

Yes.

No.

No.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
0-30 days

As set out in the AoA + 0-30 days*

*The possible need for a physical meeting may take additional time.
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Dismissal (if a Board of Directors is established)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening the BoD Meeting.

Convening notice.

No.

As set out in the AoA.

No.

No.

No (not even if all BoD members concur).

As set out in the AoA or other internal documents of the Company.
2

BoD Meeting.

Minutes of the BoD Meeting.

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

At the date set out in the convening notice.

Yes, original to be kept by the Company.

No.

No, however, meetings in absentia is possible if allowed in the AoA.
3

Notification of authorized state body that keeps Unified Register of Legal Entities.

(i) Written notification (no specific form applies);

(ii) Minutes of the BoD Meeting;

(iii) Copy of passport of the EB member.

Yes, to be signed by the General Director/the Chairman of the EB).

No later than 30 calendar days following the BoD Meeting.

Yes.

No.

No.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
0-30 days

As set out in the AoA + 0-30 days*

*The possible need for a physical meeting may take additional time.
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Appointment (if no Board of Directors is established)
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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).

This section does not apply to companies having +50 Shareholders as such companies must have a BoD.
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.
3

Notification of authorized state body that keeps Unified Register of Legal Entities.

(i) Written notification (no specific form applies);

(ii) Minutes of the GM;

(iii) Copy of passport of the EB member.

Yes, to be signed by the General Director/the Chairman of the EB).

No later than 30 calendar days following the GM.

Yes.

No.

No.
1
Step 1
>10 days
2
Step 2
0 days
3
Step 3
0-30 days

10-40 days*

*The possible need for a physical meeting may take additional time.
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Dismissal (if no Board of Directors is established)
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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).

This section does not apply to companies having +50 Shareholders as such companies must have a BoD.
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.

Yes, original to be kept by the EB.

No, however, meetings in absentia is possible if allowed in the AoA.
3

Notification of authorized state body that keeps Unified Register of Legal Entities.

(i) Written notification (no specific form applies);

(ii) Minutes of the GM;

(iii) Copy of passport of the EB member.

Yes, to be signed by the General Director/the Chairman of the EB).

No later than 30 calendar days following the GM.

Yes.

No.

No.
1
Step 1
>10 days
2
Step 2
0 days
3
Step 3
0-30 days

10-40 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