Changing a director is a common procedure that happens within companies. To initiate this process you can navigate to the Corporate Actions section of the Otonomos Dashboard, under the "Participant Changes" tab you can find the Change of Director service.

After the payment is completed you can navigate to the Change of Director form through the To Do list of the Otonomos Dashboard.

Change of Director Form

The change of director form allows you to provide all information that is required to initiate the change of director.

Remove Directors

The first step is removing director (if any need to be removed), in this screen you will be able to select which of the current directors will need to be removed. These directors will need to sign a resignation letter.

Nominee Directors

Next up is selecting whether you would like a Nominee Director. If so you can select yes to add a nominee director to the entity.

Corporate Participants

In the corporate participants section you can add corporate directors if you wish to add them to your entity. When adding a corporate director we are required to gather information about the company along with their company documents.

The following information is required:

Company Name
Company Email
Company Phone
Company Number
Incorporation Date
Jurisdiction
Company Address

The following company documents need to be provided:

Certificate of Incorporation *
M&AA *
Share certificate(s)*
Register of Members
Register of Directors
First Appointment of Directors
First Minutes
Consent to act as director
Register of Officers

Each additional document is best to upload if you have them to ensure a quick turn around of the process.

Natural Participants

All physical human directors can be added under the natural participant section of the form. All we require at this stage is their name, email and phone number. We will then send individual KYC verification links to each natural participant.

UBO's of corporate participants

If any corporate participants have been declared in the previous screen, you will be required to declare all UBO's owning more than 10% of the entity that is declared as corporate participant. These person(s) will receive a KYC verification link as well.

KYC Verification

the next step is performing the KYC verification. All natural participants will receive a KYC verification link in their email. If the user has been KYC-ed before and all information is still valid they will not receive a link as all information is up to date.

Once all KYC is completed we will generate all the required documents to put the change of director in effect.

Document signing

Once all information is submitted and all KYC is completed the system will generate the required documents and resolutions for signing. The signature requests will be shared through email to all new directors that are added and all directors that are leaving.

Resolutions are generally signed by directors that are existing, if there are multiple you can select which director will need to sign the document.

Documents to be signed

The following documents will need to be signed depending on the nature of the change.

Directors being replaced

If a director is being replaced the following documents will need to be signed:

Resignation letter for the leaving director
Consent to act as director for the new director
Change of Director resolution

Directors being added

If a director is being replaced the following documents will need to be signed:

Consent to act as director for the new director
Change of Director resolution

Directors being removed

If a director is being replaced the following documents will need to be signed:

Resignation letter for the leaving director
Change of Director resolution

Once these are signed we can file for the change of director to put it all in effect.

AI Sidekick

During this whole process you will have your AI sidekick next to you to answer any questions or uncertainties you may have.