Fee quote

Board of Directors

Board of Directors (“BoD”) is a collective body which is part of an organizational structure along the General Meeting of Participants (“GM”) and the Executive Board (“EB”). The BoD is not a mandatory body under Kyrgyzstan’s legislation and its formation shall be provided by decision of the GM and indicated in the Articles of Association (“AoA”). The BoD shall consider the GM as the supreme governing body of a Limited Liability Company (“LLC”).

[...]

Division of Duties: BoD determines the main activities of the Company, establishment of branches and representative offices, preliminary approval of annual reports and balance sheets of the Company and the distribution of its profits and losses and other issues provided by the AoA. The BoD may establish and terminate the EB and shall also perform control of the EB’s activity, i.e. supervise the EB in executing decisions of GM. Procedures for the BoD’s activity and adoption of its decisions shall be provided in the AoA.

Composition: The number of the BoD members shall be not less than 3 and not more than 7 members. Only individuals can act as BoD members. An individual acting as a BoD member cannot be an EB member.

Appointment/Dismissal Competence: The BoD members are appointed/dismissed by the GM. Term of the BoD shall be determined by GM. The procedures for appointment, reappointment and dismissal of the BoD shall be provided in the AoA. 

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
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

As set out in the AoA.

As set out in the AoA.

No.

No (not, even if all Partners concur).
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 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
As set out in the AoA
2
Step 2
0 days

As set out in the AoA*

*The possible need for a physical meeting may take additional time.
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

No.

As set out in the AoA.

As set out in the AoA.

No.

No (not, even if all Partners concur).
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 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
As set out in the AoA
2
Step 2
0 days

As set out in the AoA*

*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