How can a shareholder change Director, where he or she has engaged a Professional “Nominee” Director, for a company that owns shares in another corporation?


Let’s say we’ve set up or manage a BVI Company for which you have requested a Professional “Nominee” Director (let’s call that company A Ltd) which is the shareholder of a non BVI company (let’s call that company B Ltd).


And say you want to change Directors of B Ltd.


Here’s what you would need to do:


First up you would need to email us proof that A Ltd is a shareholder of B Ltd (eg a certified copy of the resolution authorizing the issuance of shares, or a certificate of incumbency) + a certified copy of the share certificate and a certified copy of the share register (if we don’t have it already).


You may be wanting to effect the change by way of a shareholder’s resolution.


In most jurisdictions however the procedure is:


  1. The outgoing director signs a resignation form
  2. The incoming Director signs a consent to act as director
  3. A Board meeting is called to ratify the change
  4. Then the directors register is noted accordingly


To move forward we would also need to see proof of who the Directors, Shareholders and underlying beneficial owners of this company are. And we would also need to see that the underlying company owner has provided the appropriate written advices or instructions requesting and authorizing the change to take place.


In short your Company Manager would simply need to ensure that the company owners know what’s going on and that the process is being attended to in a fully legal fashion.


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