CEO o.o. CEO
Hello! In this article we will talk about the responsibility of the director of an LLC for debts.
Today you will learn:
- What can a director be held liable for?
- What are the features of the founder's liability for the debts of the company;
- What is the administrative and criminal liability of the director of an LLC.
Often, company leaders make decisions alone. This also applies to LLCs. Since the director is the person who directly manages the company, he is responsible for all actions that were carried out illegally.
Director's responsibility for debts
It is realistic to oblige the director to fulfill debt obligations, only this will have to be done through the courts. The evidence presented must be strong, confirming that due to the actions of the director and founders, the company suffered losses and approached.
List of grounds for litigation
- Conclusion of transactions that resulted in losses;
- Concealment of signed agreements and distortion of data;
- Conclusion of contracts without agreement with other bodies of the LLC;
- Storage of important documents after leaving office;
- Signing agreements that are obviously unprofitable;
- Collaboration with firms that are not trustworthy.
Of course, one cannot expect ideal actions from the leader, everyone makes mistakes. It is also impossible to calculate all the risks, but there are certain limits within which errors are permissible. When these boundaries are violated, responsibility will come.
If we talk about losses, then they are subject to compensation.
To what extent depends on the circumstances, namely:
- From the amount of direct damage;
- From the amount of indirect damage;
- From the amount of lost profits.
Liability of the CEO for debts
There are special requirements for the CEO. This is justified, since the implementation of all functions for the development of the company is within his competence. General directors may be subject to those sanctions that are fixed in a number of legislative norms.
The CEO can be punished not only financially but also bear administrative and criminal liability.
Let's put it in the form of a table.
| No. p / p | Type of responsibility | Characteristic |
| 1 | Material | If the leader combines his position with the duties of Ch. accountant, he is responsible for the damage that the company will suffer due to his erroneous actions |
| 2 | Administrative | Punishment can be imposed both on the company itself and on the leader. |
| 3 | Criminal | Provided if Gen. the director committed criminal acts, economic fraud, did not pay taxes, and so on |
Let us now consider all types of liability in more detail, and also dwell on the size of fines.
Responsibility under the Administrative Code
If we argue from a legal point of view, here the head of the LLC as a person holding a certain position and the society itself as a person will be responsible for the offenses. Moreover, punishment cannot replace or cancel another.
The composition of offenses for which penalties of up to 5,000 rubles are imposed:
- Ignoring the requirements of sanitation;
- Illegal lending.
Penalties from 5,000 to 30,000 rubles or/and disqualification for a 3-year period are punishable by:
- A number of violations committed in the advertising field;
- A number of violations committed in customs clearance;
- Implementation of unfair;
- Implementation of fictitious bankruptcy;
- Provision of services and sale of goods of poor quality;
- Refusal to provide information to the Antimonopoly Service;
- Violation of the holding of general meetings;
- Concealment of information about the presence of foreign currency accounts of the company abroad.
More serious fines, that is, over 30 thousand rubles, are paid if:
- The head of the LLC violates fire safety rules;
- The head of the LLC violates migration laws and employs foreign labor (with violations in the recruitment procedure);
- For conducting illegal currency transactions.
Responsibility to tax (administrative):
- Violation of the deadlines in which registration must be carried out;
- Lack of a business license;
- Violation of the deadlines for filing declarations;
- Activity without cash register;
- Violation of reporting deadlines.
Criminal liability
In this case, it is important to clearly see the fine line when an administrative offense becomes a criminal offense. And it lies in the amount of damage that was caused.
For example, it can qualify both under the Administrative Code and the Criminal Code, depending on how wide the scope of this business is: up to 1.5 million rubles or more than this figure.
The actions that will be listed below imply bringing the director of the LLC personally to criminal liability:
- , or a woman with a child who is under 3 years old;
- Violation of the terms of payment of salaries to employees for more than 2 months, with selfish purposes;
- Violation of copyright law;
- Exceeding official powers;
- Carrying out commercial bribery.
Categories of economic crimes
- Implementation of illegal entrepreneurship on a large and especially large scale;
- "Laundering" of financial resources that are obtained in a way related to the commission of crimes;
- Implementation of unfair competition on a large and especially large scale (1-3 million rubles);
- The company uses other people's trademarks, which causes damage;
- Non-payment of tax payments on a large and especially large scale;
- Concealment of property from the Federal Tax Service.
Criminal liability for violations related to taxes occurs if the amount of debts on payments is from 2 million rubles and is not paid for 3 years.
In other situations, Gen. the director will not be responsible for non-payment of taxes, the subject will be a legal entity. face.
Sanctions under the Criminal Code
- Recovery of a fine up to 300,000 rubles;
- Arrest up to 6 months;
- Community service - maximum 480 hours;
- Imprisonment in mls - up to 7 years.
There are also more significant penalties:
- Fines up to 1 million rubles;
- Work for the benefit of the state - a maximum of 5 years;
- Imprisonment - maximum 12 years.
Punishment directly depends on the seriousness and gravity of the act.
Gradation by statute of limitations
Criminal proceedings may be instituted for those violations for which taxes can no longer be collected.
It is known that FTS specialists can verify information only for a period not exceeding 3 years.
And cases under the Criminal Code are initiated within the boundaries of specific statutes of limitations:
- 2 years, if the severity of the crime is small (taxes are not paid on a large scale);
- 6 years if the severity of the crime is medium (manipulation to conceal property or finances);
- 10 years, if the crime is especially serious (especially large tax evasion).
We conclude that investigators have the right to initiate a criminal case on non-payment of taxes on an especially large scale within 10 years from the date of the commission of this crime. And this is several times more than the period that can be checked by the tax authorities.
How to avoid punishment under the Criminal Code
There is such a chance. A prerequisite for this is the commission of a crime for the first time, as well as the full repayment of debts, arrears and penalties.
This must be done before the court date is scheduled. Otherwise, the fact of repayment will only mitigate the guilt.
Subsidiary liability of the debt director
This term refers to the liability of the director and founder of the LLC for debts. Thanks to this mechanism, debts are collected from the personal funds of the director and founders.
When it comes:
- If the LLC is declared bankrupt.Bankruptcy of a company can only be recognized by the Arbitration Court. The condition for this is the presence of debts of at least 300,000 rubles;
- When the actions of the founders and the director have led to the fact that the LLC cannot fulfill the requirements of creditors.
Practice
The creditor usually only has confirmation that a particular company has a debt to him. This is enough to start the bankruptcy procedure of the company, but in order to bring the director and founders to subsidiary liability, this is clearly not enough.
The plaintiff does not know which transactions of the debtor are considered suspicious; only the arbitration manager has access to this information. The plaintiff can only agree or disagree with his statement.
The arbitration manager can prove that the debtor acted lawfully and justifiably, in which case the company is declared bankrupt.
As a result: although bankruptcy is an important condition for vicarious liability to arise, it can be a boon for the company itself. It is because of this that there are attempts of fraud among persons who are debtors.
According to many lawyers, it is difficult to prove the guilt or intent of the director of an LLC or the founders. Although statistics show that there are cases of evidence in judicial practice, and the company's debts were collected from its participants by a court decision.
Liability of the founder for the debts of LLC
If we talk about the facts, the risks for the founders are small. But here, too, there are pitfalls. If it is proved that the company is close to bankruptcy due to the actions or inaction of the founder, the losses incurred can be recovered from him.
If the founders during the period of their activity have committed a criminal act, they will bear responsibility for this.
How can a leader protect himself?
If the leader fulfills his duties, not allowing violations of the law, he has nothing to worry about. You will not have to pay the company's debt obligations out of your own pocket.
- Create a commission that will deal with the transfer of cases from the former leader (when you take office);
- Accept seals and stamps of the company according to a special act;
- Check out the list of persons who have the right to sign the documentation;
- Conduct an audit of all contracts with contractors and partners of the company;
- Avoid the occurrence of disputes between the participants of the society as much as possible, especially do not take sides in them;
- Do not look for workarounds, but rather try to find legal means to make amends;
- Do not violate the rules for agreeing transactions;
- Do not try to avoid responsibility by resigning. Even if the head is already a former one, he must cover the losses if his fault is in their formation.
If the director of the LLC renounced his powers, but did not compensate for the damage, another general director is selected. Shareholders remove the former and appoint a new head by the general meeting. This must be done.
If the company is under pressure from obligations, there is no need to panic, leave your post too, especially since this is not an option. Analyze the circumstances that actually developed, if necessary, contact specialists from outside. Do not let yourself down initially by entering into contracts that are obviously unpromising.
Let's summarize. If a decision was made to head an LLC, you need to adequately assess your capabilities, as well as analyze information and increase the "transparency" of the company's activities.
The CEO is not only the head and "first person" of the company. As the sole executive body of the LLC, he bears full responsibility for the activities of the company and his decisions to counterparties and members of the company. The CEO, as an official, is subject to sanctions provided for by civil, administrative, tax and criminal legislation. The responsibility of the general director of an LLC implies both punishment with a "ruble" and quite real terms of imprisonment, despite the indication in the legal form of the company of the "limited" obligations.
Financial responsibility of the general director
The head of the organization alone makes decisions on the functioning of the company, often combining his work with the duties of the chief accountant. To avoid abuse, the labor code establishes that the person holding the position of general director must be liable for damage caused to the organization as a result of erroneous actions. The liability of the general director of an LLC extends not only to direct losses incurred through his fault, but also to lost profits due to his inaction.
In the first case, we mean actual material damage:
- compensation for the value of lost property;
- compensation for the costs incurred by a person to restore the rights in violation of which the head is guilty.
In the second, there are lost incomes that the company could have earned if the director had taken all possible steps for this, timely and sufficient. The material damage itself, subject to compensation by the general director, is calculated in accordance with the norms established by civil law. According to Art. 53 p. 3 of the Civil Code of the Russian Federation, the participants in the company have the right to demand compensation from the director for losses incurred through his fault in the working order, without turning to third-party authorities.
Responsibility of the head of the organization for debts
The debts that a company has are almost impossible to “hang” on its owners and a hired director. This is the meaning and advantage of the organizational and legal form of an LLC: in the event of a financial catastrophe, the founders risk losing their maximum share in the authorized capital and part of their own property owned by the company.
However, here it is necessary to distinguish between the debts formed by the company as a result of normal economic risk, and the deliberate bringing of the company to insolvency. If the latter can be proved, it is theoretically possible to collect the debts of the company from the personal pocket of its leader and owners. To this end, the bankruptcy law (No. 127 - FZ of October 26, 2002) provides for a mechanism for subsidiary liability of the general director of an LLC and company participants.
The amendments made to the legislation in 2009 significantly changed the practice of holding business owners and officials of organizations liable for unfulfilled obligations to creditors. A new concept has appeared - “a person controlling the debtor”. This term implies the definition of a person who de facto, and not on paper, makes all decisions on the fate of the company. If a hired manager can prove that all his actions that led the company to collapse were carried out at the direction of the real "owner" of the business, then subsidiary liability will not apply to him.
If the director himself is the owner of the company or acts to the detriment of the financial position of the company along with the founders, then by a court decision all of them can be charged with paying off creditors from personal funds. In order to hold the CEO of an LLC liable for debts, it is necessary to prove his guilt in the bankruptcy of the company:
- The insolvency of an LLC is officially confirmed, for example, by a decision of an arbitration court.
- During the trial, a causal relationship was established between the actions / inaction of the head and the inability of the organization to meet its obligations.
Also, the director is punished if, when considering the claims of creditors, it turns out that there are no accounting and reporting documents or the data reflected in them are unreliable. This applies not only to the manager who was in office at the time the bankruptcy proceedings began, but also to his predecessors who were guilty of bringing the company to insolvency. The responsibility of the general director of the LLC continues after the dismissal, and it will not work to get away from it simply by writing a statement of your own free will. This must be remembered when signing dubious papers, participating in tax fraud and other illegal actions.
This rule was introduced in order to prevent situations where business owners can easily avoid punishment for fraudulent schemes by simply changing managers and founders, as well as reduce the number of people who want to work as a “zits-chairman” in one-day firms.
Administrative responsibility of the CEO
From the point of view of liability for administrative offenses, LLC and its head are separate entities: the first - as a legal entity, the second - as an official. Punishment can be imposed on both the organization and the director, and one does not replace or cancel the other.
According to the Code of Administrative Offenses, the list of “administrative” with a fine of up to 5,000 rubles for the general director includes:
- Violation of consumer rights (art. 14.7), sanitary requirements (art. 6.3) and trade rules for certain types of goods (art. 14.15).
- Illegal lending (art. 14.11).
- Minor offenses supervised by the tax department:
- non-compliance with the terms of registration (Article 15.3);
- entrepreneurial activity without registration and licensing (Article 14.1);
- delay in filing a declaration (art. 15.5) and information about bank accounts (art. 15.4);
- concealment of data for tax control (Article 15.6);
- work without cash register (art. 14.5);
- non-compliance with cash discipline (Article 15.1) and the procedure for conducting accounting and reporting (Article 15.11);
- violation of the deadlines for reporting on foreign exchange transactions (Article 15.25).
Fines in the amount of 5,000–30,000 rubles and / or disqualification for 3 years are punishable by:
- violations of legislation in the field of advertising (Art. 14.3), customs clearance (Art. 16), state registration of legal entities (Art. 14.25);
- unfair competition (Art. 14.33), unlawful use of someone else's trademark (Art. 14.10);
- fictitious bankruptcy, deliberate bringing the company to bankruptcy (Article 14.12);
- inadequate quality of goods and services (art. 14.4);
- failure to provide information required by antimonopoly (Art. 19.8) and authorities (Art. 19.7.3);
- non-observance of the procedure for holding general meetings (Article 15.23.1);
- failure to provide information about the company's foreign currency accounts (Article 15.25).
Large fines - over 30,000 rubles or in an amount equal to the amount of a foreign exchange transaction - are paid by the heads of LLCs for non-compliance with fire safety (Article 204), migration legislation in terms of attracting foreign labor with violations (Articles 18.9, 18.15), carrying out illegal operations with currency (Art. 15.25).
Criminal prosecution of the general director of LLC
The Criminal Code of the Russian Federation provides for criminal liability of the general director of an LLC when he commits criminal acts against citizens and economic fraud on a large scale.
Many articles under which the head of the company may face criminal prosecution have something in common with administrative offenses. The line after which "administrative" turns into "criminal" is determined by the amount of damage caused. So, illegal entrepreneurship or intentional bankruptcy can be qualified either under the Code of Administrative Offenses or under the Criminal Code, depending on the “scope” of the activity: up to 1.5 million rubles or more, respectively.
For the listed actions, the director of the organization personally bears criminal responsibility without taking into account material damage:
- unlawful dismissal / refusal to hire a woman who is pregnant or with a young child under 3 years old (Article 145);
- non-payment of salaries to staff for more than two months for selfish motives (Article 145.1);
- copyright infringement (art. 146, 147);
- excess of authority (art. 201);
- commercial bribery (Article 204).
Chapter 22 of the Criminal Code of the Russian Federation refers to economic crimes, the punishment for which is assigned to the general director of an LLC:
- Illegal entrepreneurship (Article 171) on a large scale (over 1.5 million rubles) and especially large-scale business (from 6 million rubles). The size is understood as income derived from activities, or damage to the state, citizens, legal entities.
- "Laundering" of money obtained by criminal means (Article 174).
- Illegal receipt of a loan with a damage of more than 1.5 million rubles. (Art. 176).
- Malicious evasion of repayment of debts to creditors (Article 177).
- Unfair competition with large damage (from 1 million rubles) and especially large damage (from 3 million rubles) or income received as a result of it from 5 million rubles. (Art. 178).
- Illegal borrowing of a trademark with damage over 1.5 million rubles. (Art. 180).
- Disclosure of trade secrets (Article 183).
- Violations in the issuance of securities (Article 185) with damage from 1 million rubles. (large) and from 2 million rubles. (especially large).
- Non-payment of customs fees (Article 194) over 3 and 36 million rubles. respectively.
- Deliberate, fictitious bankruptcy (Art. 195 - 197) with damage over 1.5 million rubles.
- Tax crimes: non-payment of taxes (Article 199), concealment of property when collecting tax arrears (Article 199.2), evasion of the duties of a tax agent (Article 199.1) on a large and especially large scale.
With regard to tax offenses, for them, criminal punishment for the management of the company begins with amounts of debt from 2 million rubles. for three consecutive years. In all other cases, the liability of the general director of an LLC for non-payment of taxes does not arise, since the subject here is a legal entity.
The sanctions provided for by the Criminal Code of the Russian Federation for officials of organizations for "minor" crimes are expressed as:
- fine up to 300,000 rubles;
- arrest for up to six months;
- public works lasting up to 480 hours;
- imprisonment for up to 7 years.
More serious acts are punishable by fines of up to 1 million rubles, forced labor for the benefit of society - up to 5 years, and imprisonment - up to 12 years.
"Safety Rules" for the CEO of LLC
The above crimes and violations are far from all the actions for which the head of the enterprise can be punished. His area of responsibility is strict compliance with labor laws, environmental requirements, technical regulations and other important areas in the work of the company. But the greatest risks for a hired manager are borne by the “legacy” inherited from his predecessor. The newly arrived general director of the LLC needs to take measures that will allow him to protect himself from liability for the mistakes of the former management.
An example entry algorithm might look like this:
- Creation of a commission for the transfer of cases, indicating responsible persons and deadlines.
- Compilation of a list of cases to be transferred. The list includes statutory documents, accounting, licenses, local regulations of the organization, current lease agreements, orders, personnel files, MOT lists, financial documents, etc.
- Receipt of seals and stamps according to the acceptance certificate.
- Identification of persons who are empowered to sign, have powers of attorney. Re-registration of documents.
- Obtaining a list of all bank accounts, issuing new cards with sample signatures.
- Audit of all existing contracts with clients, contractors, partners and settlements on them.
- Checking the relationship with the budget: identifying tax arrears and fees, making decisions on their payment or appeal.
- Submission of an application for registration of changes in the Unified State Register of Legal Entities in connection with the change of head.
- Notification of counterparties about the assumption of the position of a new CEO of the company.
When deciding to head an LLC, one must not only adequately assess one's capabilities, but also use all available information to analyze the "transparency" of the company's activities.
Job description CEO stands apart from the job descriptions of other specialists. For example, how to describe the job responsibilities of a CEO if he leads and controls the entire organization. In the given sample job description of the CEO, we tried to describe the universal functionality of the manager and made a detailed section that regulates his powers.
Job description of the General Director (JSC)
1. General Provisions
1.1. The General Director manages the production, economic and financial and economic activities of the Company in accordance with the current legislation of the Russian Federation within the powers granted to him by the regulatory legal acts of the Russian Federation, the Charter of the Company, the Company's internal regulatory documents, the employment contract and this Job Description, bearing full responsibility for the consequences of the decisions made, the safety and efficient use of the Company's property, as well as the financial and economic results of its activities.
1.2. The General Director of the Company reports directly to the General Meeting of Shareholders and the Board of Directors of the Company.
1.3. During the absence of the General Director of the organization, his official duties are performed by an employee of the Company appointed by order, belonging to the category of managers.
1.4. The General Director is guided in his activities by:
- legislative acts of the Russian Federation;
- the Articles of Association of the Company, the Internal Labor Regulations, other regulatory acts of the company;
- decisions of the general meeting of shareholders and the Board of Directors of the Company;
- this job description.
2. Responsibilities of the General Director
The General Director performs the following duties:
2.1. Manages the financial and economic activities of the Company, ensures the fulfillment by the Company of the tasks assigned to it, organizes the work and effective interaction of all structural divisions of the Company.
2.2. Ensures compliance with the law in the activities of the Company, fulfillment of all licensing requirements when carrying out the activities of the Company in accordance with the legislation of the Russian Federation, organizes the preparation of relevant documents and the implementation of all necessary actions to obtain (renew) a license to carry out the statutory activities of the Company.
2.3. Ensures that the Company fulfills all obligations to the federal, regional and local budgets, state extra-budgetary social funds, as well as customers and creditors.
2.4. Organizes the development and implementation of the latest progressive forms of management and organization of labor, scientifically based standards of material, financial and labor costs, market research and best practices (domestic and foreign) in order to improve the technical level and quality of work (services), economic efficiency of work and services), rational use of production reserves and economical use of all types of resources.
2.5. Resolves issues related to the financial, economic and economic activities of the organization, within the limits of the rights granted to him by law, delegates certain areas of activity to other officials of the Company.
2.6. Ensures and controls the implementation of decisions of the General Meeting of Shareholders, the Board of Directors of the Company, the provision of information, reporting on the activities of the Company and explanations on the management of the activities of the Company to the General Meeting of Shareholders, the Board of Directors and auditors of the Company.
2.7. Organizes the provision of the Company with all the necessary material and technical conditions of activity.
2.8. Ensures the safety of property and material assets belonging to the Company; protection of the Company's property interests in court, arbitration, state authorities and administration.
2.9. Organizes work to provide the Company with qualified personnel, rational use of their professional knowledge and experience, certification and training of employees.
2.10. Organizes the development and approves the staff list of the Company, job descriptions for the employees of the Company.
2.11. Organizes accounting, all forms of reporting, office work and the archive of the Company, ensures proper accounting and preparation of reports provided for by the current legislation of the Russian Federation, organizes all the necessary work to implement internal control in the Company.
2.12. Organizes and controls the fulfillment by the Company's employees of their official duties, requirements of the legislation of the Russian Federation and internal regulatory documents of the Company, takes measures to eliminate violations and shortcomings in the work of employees.
2.13. Performs other executive and administrative duties on the operational and economic activities of the Company.
3. Rights of the CEO
The General Director has the right:
3.1. Draw up and sign documents related to the level of his competence.
3.2. Represent the interests of the Company without a power of attorney in relations with state bodies, third-party organizations and institutions.
3.3. Conclude and terminate on behalf of the Company any types of contracts, including employment contracts.
3.4. Open all types of accounts of the Company in banks.
3.5. Approve the staffing table of the Company, the Rules of the internal labor schedule and other internal documents of the Company.
3.6. Dispose of property and funds of the Company.
3.7. Issue powers of attorney.
3.8. Hire and dismiss employees of the Company.
3.9. Encourage and bring to disciplinary and financial responsibility the employees of the Company.
3.10. In accordance with the legislation of the Russian Federation, determine the system, forms and amount of remuneration and material incentives for the Company's employees.
3.11. Submit issues related to its activities and beyond its competence for consideration by the General Meeting of Shareholders and the Board of Directors of the Company in the manner determined by the legislation of the Russian Federation and the Charter of the Company.
3.12. Make decisions within your competence.
4. Responsibility of the CEO
The General Director is responsible for:
4.1. For non-performance and / or untimely, negligent performance of their duties.
4.2. For losses caused to the Company by its guilty actions (inaction) in the process of fulfilling the functions and duties provided for by this job description.
4.3. For disclosure of information containing official and commercial secrets.
4.4. For non-fulfillment of job instructions by subordinate employees, for non-compliance by them with the Rules of internal labor regulations, the Rules for safety, labor protection, fire protection and other internal regulatory documents of the Company.
Each founder, in addition, bears the obligations associated with the establishment of the company before it was registered. Joint liability of all founders is provided in accordance with Article 11 of the same Federal Law for obligations stipulated, for example, by contracts for or for the provision of consultations.
The duty of the founders, if it is stipulated in the charter of the company, is also the management of its activities by making decisions at general meetings of participants. Therefore, the founder is responsible for this activity and, therefore, is obliged to be aware of it and adequately evaluate all decisions made when voting. He is obliged to vote against those decisions that he considers wrong or, in these cases, refuse to vote at all. In addition, the duty of the founders is the non-disclosure of commercial and confidential information related to the activities of the organization.
All or one of the founders may also be assigned additional responsibilities (Article 9). This should be stated in the company's charter.
Responsibilities of the CEO
The duties and powers of the head or director of an LLC are formed according to the residual principle - his competence includes resolving those issues that the law on the LLC and the charter do not refer to the powers of other management bodies and the audit commission of the company. Duties and powers should be listed in the section of the charter or Regulations on the head of the company, these documents should also indicate which transactions and decisions he can conclude and take on his own, and which ones he can only approve or make with.But the head of an LLC does not have the right to issue orders that the founders must comply with or those that infringe on their interests.
Usually, this includes the implementation of general coordination of the actions of the administrative and managerial apparatus. He can also act without a power of attorney on behalf of this enterprise, represent its interests, issue orders and give orders that are binding on all employees.
The general director of an organization is the most commonly used title in Russia for the position of the head of a business entity, i.e. sole executive body. The name of the sole executive body may be designated as General Director or Director, President. Although in practice, the most familiar and common is the "General Director".
All activities, as well as its competence, are regulated by the Legislation of the Russian Federation and the Federal Laws (responsibility and competence) of the sole executive body of the organization are regulated by Russian legislation, in particular the Federal Laws on various forms of commercial organizations.
The general director is elected by the general meeting of participants, if these powers are not delegated to the board of directors. To elect a director, all the founders, and later the participants, must vote at the general meeting with 100% of the votes, then register the documents with the tax office and register the director for the position of internal personnel. Directors must be elected for a period specified in the charter (clause 1, article 40 of the LLC Law). But, as a rule, the director is elected for an indefinite term, that is, indefinitely.
The director can be not only one of the LLC participants, but also any other person, both a citizen of the Russian Federation and a non-resident. When checking such a person before being appointed to a position, it is necessary to find out whether he is limited in legal capacity and whether he is deprived of the right to occupy such an important position.
The director acts on behalf of the LLC from the date indicated on the decision of the participant / s on taking office, without waiting for the registration of changes and the entry of new information about him in the register of legal entities (hereinafter referred to as the Unified State Register of Legal Entities) (decision of the Supreme Arbitration Court of the Russian Federation dated May 29, 2006 No. No. 2817/06, Resolutions of the Presidium of the Supreme Arbitration Court of the Russian Federation of February 14, 2006 No. 12580/05, FAS of the Volga-Vyatka District of May 17, 2011 in case No. A43-20149/2010 and FAS of the East Siberian District of February 17, 2010 in case No. А19-13351/09-5). But not many agent companies with which the organization works, and in particular the bank where the LLC account is opened, will agree to draw up documents for a new director and accept documents signed by him from the organization. So there is disagreement here. On the one hand, he is already a director, since a meeting of participants was held and a general director was elected, and on the other hand, he has not yet been registered with the tax office and this cannot be confirmed by an extract from the Unified State Register of Legal Entities, which is requested by numerous state authorities. bodies and various organizations with which the Company contacts.
Having dealt with who the CEO is, you should determine what functions he is endowed with, what responsibilities he has, and most importantly, what requirements are placed on him.
Range of possible responsibilities of the CEO
(sole executive body):
Organization, coordination and control of the work of the economic activity of the organization;
Organization of interaction between various structural divisions of the company (departments and subdivisions);
Planning for the development of the enterprise, as well as their implementation and execution;
Ensuring effective document management in the organization.
Possible requirements for the CEO:
Higher education (often required economic, legal or managerial, or corresponding to the profile of the company);
2 years experience in a managerial position;
Experience in a field relevant to the company's activities;
Knowledge of laws and regulations;
PC knowledge.
These are just exemplary requirements that, as a rule, apply to the head of the Company. At the same time, their circle can change and increase depending on the degree of interests and needs of business owners.
Leader skills and knowledge:
Must have knowledge in the field of company management;
Understand the prospects for the development of the company;
Ability to work with and manage a team.
Due to the fact that the position of the director is very important and he has his own responsibility both to the team and the owners of the company, and to the state.
Manager's responsibility:
The General Director must always act in the interests of the Company and conscientiously perform his functions of the Board. He is liable for damages that could arise due to his inaction and / or incompetence. In addition, according to part 1 of article 277 of the Labor Code of the Russian Federation, the head of the organization bears full liability for direct actual damage caused to the organization. In cases stipulated by federal law, the head of an organization shall compensate the organization for losses caused by his guilty actions or inaction in general.
Administrative responsibility is established by the Code of the Russian Federation on Administrative Offenses or the laws of the constituent entities of the Russian Federation on administrative offenses for committing administrative offenses. Administrative responsibility is established both for the Company itself and for the General Director himself. The imposition of an administrative penalty does not exempt the guilty individual from administrative responsibility for this offense, as well as vice versa.
In the course of the organization's activities, the CEO, however, like any other official working for the company, has the right to resign. The only nuance when dismissing a director is that in addition to registering his dismissal in the company according to all internal documents, his dismissal should be registered with the tax office, since information about him is reflected in the Unified State Register of Legal Entities.
And in order to fire him, a new person should be elected to his position. To do this, it is necessary to draw up the relevant documents and go through a series of procedures for change of LLC director .
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