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Change of directors or shareholders of a company

Frequently, the owner of a non-resident company needs to change the composition of the company’s board of directors and/or shareholders. As an example where:

  • the company owner was previously its officially appointed director and then decided to use the nominee service at some time;
  • the company owner used the nominee service previously and then decided to become its officially appointed director;
  • the company owner decides to sell the entity to another entrepreneur, and the new owner wishes to appoint his own directors after such purchase.

The standard procedure of changing the company’s directors or shareholders includes the following steps:

  • the company’s current directors draw up and sign special minutes on changing the composition of the company’s board of directors and/or shareholders;
  • depending on the specific country, documents in the specified form are submitted to the register of companies. As an example, in the United Kingdom the official forms are AP01 for limited companies and forms LLAP01 or LLAP02 for limited liability partnerships.
  • following an official notice of changes made in the composition of the company’s board of directors and/or shareholders being received from the register of companies, the document may be certified by an Apostille or in the consulate of the relevant country at the owner’s discretion to become legally valid in other countries.

In addition, it should be noted that:

  1. In some classic tax-free jurisdictions registration of directors and shareholders with the register of companies is optional. In general, certification of the new registers of directors and/or shareholders by the company’s registered agent is a fully legitimate and sufficient confirmation of the change.
  2. In some countries such as Panama for Sociedadas Anonymos registration of shareholders in the register of companies is not considered at all.
  3. Registers of some countries such as Gibraltar, Hong Kong, and the United Kingdom for limited companies do not record the change of shareholders immediately as it occurs. The register records the shareholder data on the basis of the annual return filed by any company on an annual basis. Accordingly, before the following annual return is filed, the register will contain previous shareholder data.