If appointed and provided for in the Limited Liability Company Agreement (the "LLCA"), the Managers make up the governing body of the Limited Liability Company (“LLC”).

Division of Duties: The LLCA will invariably provide that the business of the LLC shall be managed by the Managers, which includes the LLC's day-to-day business and activities. Subject to any express provisions in the LLCA or any resolutions passed by the Managers, generally, any one or more of the Managers may represent and act on behalf of the LLC. Best practice dictates that before doing so, any such actions should be documented in minutes or resolutions of the LLC authorizing the Manager(s) to so act.

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

Composition: In a structure where Managers are contemplated and provided for in the LLCA, the LLCA may provide a minimum and/or maximum of Managers which should be appointed at any one time. Alternatively, the LLCA may remain silent on the matter with the default provision in the Limited Liability Companies Law, 2016 of the Cayman Islands being that the LLC will be managed by a majority of its Members. 

Appointment/Dismissal Competence: The Manager(s) will initially be appointed by the Members of the Company in the LLCA at incorporation of the LLC. Thereafter, unless provided otherwise in the LLCA, Managers may be appointed by a simple majority of the Members of the LLC, although the LLCA may also specify that Managers may be appointed by a resolution of the Managers. The LLCA will also typically provide that a Manager may resign at any time upon written notice to the Members, and that a simple majority of Members may remove any Manager at any time, with or without cause, upon written notice to such Manager.

Proxies: Unless otherwise provided in the LLCA, on any matter that is to be voted on by the Managers, the Managers may vote by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted in the LLCA.

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.