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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 Participants (“GM”) and Board of Directors (“BoD”) if established in LLC. 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. The competence of the EB consists of all matters not related to competence of the GM and the BoD (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 be provided by the Articles of Association (“AoA”), 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 BoD member simultaneously.

Appointment/Dismissal Competence: The EB members shall be appointed/dismissed by the BoD (if established). The term and procedure for appointment, reappointment and dismissal of the EB can be provided in the AoA. 

Alternates: In case of absence, the GM may appoint an authorized person to perform the duties of the EB member (if provided in the AoA).

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 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.

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.
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
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 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.

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.
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
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.
Download/print Checklist Fee quote
Appointment (if a Board of Directors is established)
Download/print Checklist Fee quote
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.

As set out in the AoA.

No.

No (not even if all BoD members concur).
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 filed in the Minute Book which is 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 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.
Download/print Checklist Fee quote
Dismissal (if a Board of Directors is established)
Download/print Checklist Fee quote
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.

As set out in the AoA.

No.

No (not even if all BoD members concur).
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 filed in the Minute Book which is 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 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.
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