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Board of Directors

The Board of Directors (“BoD”) is part of a one-tier organizational structure which makes up the governing body of an Exempted Company (the "Company").

Division of Duties: The Articles of Association (“AoA”) will usually provide that the business of the Company shall be managed by the BoD, which includes the Company's day-to-day business and activities. Subject to any express provisions in the AoA or any resolutions passed by the BoD, generally, any one or more of the Directors may represent and act on behalf of the Company. Best practice dictates that before doing so, any such actions should be documented in minutes or resolutions of the Company authorizing the Director(s) to so act.

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Such resolutions may also authorize certain authorized Signatories or Attorneys to act on behalf of the Company, either on their own, jointly with another authorized Signatory or Attorney or jointly with Director(s).

Composition: The AoA will typically provide that the BoD must have a minimum of 1 Director, and that the maximum shall be unlimited, although it is possible to fix a specific or certain amount of Directors which should make up the BoD.

Appointment/Dismissal Competence: A Director or Directors will invariably be appointed shortly after incorporation by the initial Shareholder of the Company. Thereafter, Directors may be appointed by a resolution (simple majority if done by way of a BoD Meeting, or unanimous if done by way of written resolutions) of the Directors, and the AoA will also typically provide that Directors may be appointed by an ordinary resolution (simple majority if done by a General Meeting of the Shareholders (“GM”), or unanimous if done by way of written resolutions) of the Shareholders of the Company. The AoA will invariably provide that Directors may resign from their office by notice in writing to the Company, which will typically later then be accepted by the BoD in resolutions documenting the same. Directors may in certain circumstances also be removed from office by an ordinary resolution of the Shareholders.

Alternates: The AoA will typically provide that any Director may in writing appoint another person to be such Director's alternate, which will usually also be documented by way of resolutions of the BoD accepting the same.

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 The Cayman Islands 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 Walkers before actually changing any board members in The Cayman Islands.

Appointment (by the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

As stipulated in the AoA (typically not required).

As stipulated in the AoA.

No, electronic/PDF documents will suffice.

No.

As stipulated in the AoA (usually permissible if all Director attend the BoD Meeting).
2

BoD Meeting/written resolutions.

Minutes of a BoD Meeting or written BoD resolution.

Yes, to be signed by all Directors in the case of a written resolution and by such person(s) required by the AoA in the case of Meeting Minutes.

As set out in the convening notice (unless waived, cf. Step 1).

No, electronic/PDF documents will suffice.

No.

No, however, no physical meeting is needed in case of a written resolution.
3

Update of the Company's Register of Directors.

Company's Register of Directors.

No.

Updated when Minutes/Resolutions (cf. Step 2) are provided to the Company’s registered office.

No, electronic/PDF documents will suffice.

No.

No.
4

Filing with the Registrar of Companies.

Company's Register of Directors.

No.

No later than 60 calendar days of the BoD Meeting.

No, electronic/PDF documents will suffice.

No.

No.

No specific filing form is needed.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
0-60 days

0-60 days + as set out in the AoA
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Appointment (by the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

As stipulated in the AoA.

As stipulated in the AoA.

No, electronic/PDF documents will suffice.

No.

As stipulated in the AoA.
2

GM.

Minutes of the GM or written Shareholders’ resolution.

Yes, the Chairman of the GM signs the Minutes and in the case of written Shareholders’ resolution, all Shareholders are to sign.

As set out in the convening notice (unless waived, cf. Step 1).

No, electronic/PDF documents may be provided.

No.

No, however, no physical meeting is needed in case of a written resolution (if allowed in the AoA).
3

Update of the Company's Register of Directors.

Company's Register of Directors.

No.

Updated when Minutes/Resolutions (cf. Step 2) are provided to the Company’s registered office.

No, electronic/PDF documents will suffice.

No.

No.
4

Filing with the Registrar of Companies.

Company's Register of Directors.

No.

No later than 60 calendar days of the GM.

No, electronic/PDF documents will suffice.

No.

No.

No specific filing form is needed.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
0-60 days

0-60 days + as set out in the AoA
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Dismissal (by the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

As stipulated in the AoA (typically not required).

As stipulated in the AoA.

No, electronic/PDF documents will suffice.

No.

As stipulated in the AoA (usually permissible if all Director attend the BoD Meeting).
2

BoD Meeting/written resolutions.

Minutes of a BoD Meeting or written BoD resolution.

Yes, to be signed by all Directors in the case of a written resolution and by such person(s) required by the AoA in the case of Meeting Minutes.

As set out in the convening notice (unless waived, cf. Step 1).

No, electronic/PDF documents will suffice.

No.

No, however no physical meeting is needed in case of a written resolution.

A Director may resign at any time by delivering a written letter of resignation to the BoD (subject to the terms of the AoA).
3

Update of the Company's Register of Directors.

Company's Register of Directors.

No.

Updated when Minutes/Resolutions (cf. Step 2) are provided to the Company’s registered office.

No, electronic/PDF documents will suffice.

No.

No.
4

Filing with the Registrar of Companies.

Company's Register of Directors.

No.

No later than 60 calendar days of the BoD Meeting.

No, electronic/PDF documents will suffice.

No.

No.

No specific filing form is needed.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
0-60 days

0-60 days + as set out in the AoA
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Dismissal (by the General Meeting)
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

As stipulated in the AoA.

As stipulated in the AoA.

No, electronic/PDF documents will suffice.

No.

As stipulated in the AoA.
2

GM.

Minutes of the GM or written Shareholders’ resolution.

Yes, the Chairman of the GM signs the Minutes and in the case of written Shareholders’ resolution, all Shareholders are to sign.

As set out in the convening notice (unless waived, cf. Step 1).

No, electronic/PDF documents may be provided.

No.

No, however, no physical meeting is needed in case of a written resolution (if allowed in the AoA).

A Director may resign at any time by delivering a written letter of resignation to the BoD (subject to the terms of the AoA).
3

Update of the Company's Register of Directors.

Company's Register of Directors.

No.

Updated when Minutes/Resolutions (cf. Step 2) are provided to the Company’s registered office.

No, electronic/PDF documents will suffice.

No.

No.
4

Filing with the Registrar of Companies.

Company's Register of Directors.

No.

No later than 60 calendar days of the GM.

No, electronic/PDF documents will suffice.

No.

No.

No specific filing form is needed.
1
Step 1
As set out in the AoA
2
Step 2
0 days
3
Step 3
No specific requirements
4
Step 4
0-60 days

0-60 days + as set out in the AoA
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Fee quote

Walkers has provided all input about changing board members in the Cayman Islands. Walkers is a [...] leading international law firm. We provide legal, corporate and fiduciary services to global corporations, financial institutions, capital markets participants and investment fund managers. Walkers is consistently ranked in the top tier of the leading global legal directories. Recognized for being a 'dynamic team that is very user friendly', a regular comment by clients is that Walkers is the "go-to" firm for offshore legal advice.

For more information about Walkers and changing board members in the Cayman Islands, please use the below contact:

TEL: +1 345 914 4222
EMAIL: Ramesh.Maharaj@walkersglobal.com
WEB: www.walkersglobal.com