Legal Cross Border - The Cayman Islands

Cayman Islands Structure
Exempted Companies
- Board of Directors
Limited Liability Companies
- Managers
- Members

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Members

Where no Managers have been appointed or where all have either resigned or been removed, the governing body of the Limited Liability Company (“LLC”) will be the Members of the LLC acting by a majority in numbers.

Division of Duties: Unless otherwise provided in the LLCA, the Members acting by a majority in number have the power to represent and bind the LLC.

Composition: The LLC must at all times have at least 1 Member.

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Appointment/Dismissal Competence: The initial Member(s) of the LLC will be admitted as such on formation of the LLC. Thereafter, unless specified otherwise and subject to any requirements specified in the LLCA, a person may be admitted as a Member of the LLC by acquiring or being issued an interest in the LLC upon (i) the consent of all existing Members, and (ii) such person's admission being reflected in the records of the LLC. A Member may cease being a Member through (i) the redemption of such Member's interest in the LLC or (ii) withdrawal from the LLC, typically upon the happening of certain specified events in the LLCA and with the consent of all other Members.

Proxies: Unless otherwise provided in the LLCA, on any matter that is to be voted on by the Members, the Members 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.

Appointment (by the Members)

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Step	Action	Documentation	Signatures?	Timing	Originals?	Notarization/ Certification?	Waiver of Step?	Miscellaneous
1	Convening of Members Meeting.	Convening notice.	As stipulated in the LLCA.	As stipulated in the LLCA.	No, electronic/PDF documents will suffice.	No.	As stipulated in the LLCA.
2	Members Meeting.	(i) Minutes of Members Meeting or written Members’ resolution; (ii) Letter of consent to act as a Manager.	As set out in the LLCA. Letter of consent to be signed by the Manager.	As set out in the convening notice.	No, electronic/PDF documents may be provided.	No.	No, however, no physical meeting is needed in case or 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 may be provided.	No.	No.
4	Filing with the Registrar of Companies.	Company's Register of Directors.	No.	No later than 60 calendar days of the Members Meeting.	No, electronic/PDF documents will suffice.	No.	No.	No specific filing form is needed.

1 Step 1 As set out in the LLCA		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 LLCA

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Dismissal (by the Members)

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Step	Action	Documentation	Signatures?	Timing	Originals?	Notarization/ Certification?	Waiver of Step?	Miscellaneous
1	Convening of Members Meeting.	Convening notice.	As stipulated in the LLCA.	As stipulated in the LLCA.	No, electronic/PDF documents will suffice.	No.	As stipulated in the LLCA.
2	Members Meeting.	Minutes of Members Meeting or written Members’ resolution.	As set out in the LLCA.	As set out in the convening notice.	No, electronic/PDF documents may be provided.	No.	No, however, no physical meeting is needed in case or a written resolution.	A Manager may resign at the time and in the manner specified in the LLCA or with the consent of all Members.
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 may be provided.	No.	No.
4	Filing with the Registrar of Companies.	Company's Register of Directors.	No.	No later than 60 calendar days of the Members Meeting.	No, electronic/PDF documents will suffice.	No.	No.	No specific filing form is needed.

1 Step 1 As set out in the LLCA		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 LLCA

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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

Exempted Companies

Limited Liability Companies

Members

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