How is an order for the dismissal of a director drawn up. Expiration of the term of office of the CEO

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Consider the features of specific options for such an order.

Order to dismiss the director of an LLC at his own request

Like all employees, the director of an LLC can quit himself. However, he needs to be guided not only by the usual norms of the Labor Code of the Russian Federation, but also by special ones, relating only to the activities of executives. In particular, he must notify the owner (founder) of his own at least a month in advance.

The director's voluntary resignation letter must state the following:

• grounds for dismissal - a statement by the director to the owner (general meeting);
• a reference to the norms of labor legislation - in this case, to part 3 of Art. 77 of the Labor Code of the Russian Federation.

You can download the Order on the dismissal of the director of an LLC at your own request.

Order of the CEO to dismiss himself

If the general director and the founder are one person, an employment contract may not be concluded with him, and the norms of Chapter 43 of the Labor Code of the Russian Federation do not apply to him. In this case, the head is not required to comply with the provisions of Art. 280 of the Labor Code of the Russian Federation, a month's notice period, or even filing a letter of resignation.

The CEO, who is also the founder, will act as follows:

1. as a founder, he issues a decision by which he resigns from his duties as a director;
2. if an employment contract was concluded with him on behalf of the company, he additionally issues an order for his dismissal as a director, and if the contract was not concluded, then the order is not required;
3. acting again as a founder, he appoints a new director and notifies the tax authorities of the changes.

You can download the Order of the General Director to dismiss himself

Order to dismiss the CEO by decision of the founder

You can download the Order for the dismissal of the CEO by decision of the founder

Subtleties regarding the dismissal of the director

Is the CEO entitled to sign an order to dismiss himself?

There are two parties in an employment relationship - the employee and the employer. The organization itself acts as an employer, on behalf of which the sole executive body acts. Its powers are determined by the legislation and the charter of the organization. This body is the head of the organization, regardless of what his position is called (director, general director, etc.).

Thus, even in the case when it comes to terminating the employment contract with the head of the organization, the director himself must draw up the necessary documents (including the dismissal order), since it is he who is the sole executive body up to the moment when at this the position will be assigned to another person. This follows both from the content of labor and civil legislation, and from the clarifications of state executive authorities (in particular, letters

When the founders decide to dismiss the director, the employment contract with him is terminated. But before its termination, it is necessary to draw up a protocol of the meeting of participants in the company. In the article, we will consider how the termination of the powers of the director is formalized in the organization, and we will also give a sample of the relevant protocol and dismissal order.

Who can fire a director

Only the owner of the property of the organization can decide to dismiss the director. Depending on the number of participants, such a decision is drawn up in one of two documents:

• If there are several owners in the company, then they draw up the minutes of the general meeting of participants;
• If there is one owner in the company, then by the decision of the sole founder.

Having received a request to hold an extraordinary meeting, the head makes a decision within 5 days to hold it or refuse it.

The founders have the right to take such a decision as termination of the contract with the director before the due date. Absentee voting is carried out, for example, by exchanging information through one of the types of communication through which a message can be transmitted, as well as their documentary confirmation. It can be mail, teletype, etc.

Important! The decision to terminate the powers of the director may be taken by absentee voting of the company's participants. But this is possible only if such a vote is determined by the internal documents of the organization.

In joint-stock companies the situation is somewhat different. The decision to dismiss a director in a joint-stock company is made at a meeting of shareholders, or at the board of directors, if such a condition is specified in the company's charter. A meeting of the board of directors is convened by the chairman on his own initiative, or at the request of one of the members of the board of directors. The order in which the meeting takes place is defined in the charter of the company or in the internal documents of the company.

The decision to dismiss the director

If the founders or the board of directors decide to dismiss the director, this is documented in the minutes. The protocol must contain the following information:

• persons present at the meeting;
• agenda;
• Questions asked;
• Decision.

The protocol is signed by the chairman, who is responsible for the correctness of its preparation.

Unlike LLC, the minutes of the meeting of shareholders contain the following information:

• Location of the meeting and time;
• Total number of votes;
• The number of votes of the participants hosting the meeting;
• Chairman of the meeting, secretary of the meeting;
• agenda;
• Questions asked;
• Solution.

Director's dismissal order

In addition to making a decision at a meeting of participants, to dismiss the director, you also need to issue an appropriate order. Such a document is an order to terminate the employment contract in connection with the adoption of a decision by the authorized body. It can be issued both in an arbitrary form and using the unified form No. T-8. However, the important question in this case will be the following: who has the right to sign the order to dismiss the director?

The answer to this question will depend on which form is used to draw up the order. If the order to dismiss the head is drawn up in the T-8 form, then he has the right to sign it himself. Thus, the director fires himself. But this is not always possible, since sometimes the dismissal of the director occurs due to a conflict situation and he refuses to quit. In this case, you can only draw up the minutes of the meeting of participants, that is, you can do without an order.

Important! If the head refuses to sign the order of his dismissal, then you can get by with only one document - the minutes of the meeting of participants.

Entry in the workbook

Important! Like any dismissed employee, an entry about the dismissal must be made in the work book of the head of the organization.

Guarantees for the director upon dismissal

When dismissing a director, it is also worth considering the same guarantees that are provided to all other employees. For example, it will be necessary to check whether the date of dismissal falls on the director’s vacation or a period of his temporary disability. In this case, he has the right to challenge his dismissal, and the court recognizes such dismissal as illegal. However, such guarantees apply to the employee only when the dismissal occurs at the initiative of the employer. If, for example, the director is dismissed due to the expiration of the term of the contract, then he cannot count on such guarantees.

The dismissal of the general director of his own free will is a more complicated procedure compared to the termination of an employment relationship between an ordinary employee and an organization. Our article discusses all the most important nuances of the CEO dismissal process.

Dismissal of the CEO of an LLC at his own request

The general director of a limited liability company acts as its sole executive body (clause 1, article 40 of the Federal Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ).

The functions of the employer in relation to the general director of the LLC are assigned to the general meeting of participants (subclause 4, clause 2, article 33 of Law No. 14-FZ). Therefore, the application for the dismissal of the director is written in the name of:

• sole member of the LLC;
• chairman of the general meeting of participants.

The decision to terminate the employment relationship with the general director of the legal entity is made at an extraordinary meeting of the LLC participants, which the resigning head himself is authorized to initiate (paragraphs 1-2 of article 35 of law No. 14-FZ).

Important! Unlike other employees, the head of a legal entity must notify the employer in writing of his intention to quit at least 1 month in advance (Article 280 of the Labor Code of the Russian Federation of December 30, 2001 No. 197-FZ).

At the same time, this period is set regardless of the period for which an employment contract was concluded with the general director of the organization, including in case of short-term labor relations (letter of Rostrud dated 06.03.2013 No. PG / 1063-6-1).

If the letter of resignation is sent by mail, then the date of notification of the employer is the date the letter was received by him (a note about this will be in the notice of delivery), and not the date it was sent (see the appeal ruling of the Belgorod Regional Court dated 06/26/2012 in case No. 33- 1744).

However, a properly sent notification may not always be delivered or received by the addressee. It is recommended that this situation be resolved by going to court.

The procedure for carrying out the procedure for the dismissal of the general director at his own request

The standard order is as follows:

1. Notice to LLC members:
   • Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a description of the attachment and receipt notices (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this one seems to be one of the most reliable and simple.
   • The notice must indicate the date, time and address of the meeting, the agenda (in this case, the dismissal of the general director of the organization, but at the same time the question of appointing a new head may also be included). Copies of the CEO's voluntary resignation must also be attached to the notice.
   • The mailing of the mentioned letters must be made to the addresses of all participants in the LLC. They are taken from an extract from the Unified State Register of Legal Entities or the register of LLC participants. If the addresses in the named sources do not match, notifications must be sent to each of them.
2. Holding a meeting of LLC members. Based on its results, a decision is made to dismiss the general director, which is recorded in the minutes.
3. Issuing an order to dismiss the general director of an LLC based on the minutes of the general meeting.
4. Making a settlement with a dismissed employee, making an entry in his work book.
5. Notification of the Federal Tax Service about the dismissal of the director.

If LLC participants ignore the director's application for dismissal

Taking into account what is stipulated in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC do not have the right to refuse the general director to accept his application for dismissal and subsequent termination of employment.

Important! An extraordinary meeting in this case is held not to agree on the possibility of dismissing the general director at his own request, but in order to comply with the provisions of Art. 280 of the Labor Code of the Russian Federation and sub. 4 p. 2 art. 33 of Law No. 14-FZ of the dismissal regulation.

The most common expression of bad faith actions on the part of the employer can be called ignoring by all participants of the LLC or one of them participation in an extraordinary general meeting, which may be expressed, among other things, in unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.

In such cases, after the expiration of the prescribed month, it is recommended that the head of the LLC who wants to quit, apply to the court to challenge the inaction of the founder (founders) and demand the dismissal of his own free will. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court dated June 13, 2012 in case No. 33-1718).

Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice of dismissal has passed, the employee is entitled to terminate the performance of his labor functions, regardless of whether the employer complied with the regulations for terminating the employment contract or not.

At the same time, a statement of claim of the appropriate content, handed over to one of the founders, may be recognized as a proper confirmation of the will of the employee (see the appeal ruling of the Perm Regional Court dated August 05, 2013 in case No. 33-7154).

Notification of tax and non-budgetary funds about the dismissal of the director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about a change in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date such changes are made (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ) by completing and submitting Form R14001, approved by Order of the Federal Tax Service of Russia dated 01.25.2012 No. ММВ-7-6/ [email protected]

Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So until a new general director of an LLC has been appointed, a message should be sent to the tax office about the termination of the powers of a particular individual (see sheet K of Appendix 6 to order No. ММВ-7-6 / [email protected]).

Based on practice, the tax authorities are extremely rarely ready to accept from the resigned head of the organization an application to exclude him from the Unified State Register of Legal Entities as a person entitled to act on behalf of the organization without a power of attorney. The refusal of the Federal Tax Service to register changes is usually explained by the fact that the specified form P14001 cannot be signed by the former head, because in fact his powers have been terminated, although information about him in the Unified State Register of Legal Entities is still contained (see the decision of the Supreme Arbitration Court of the Russian Federation "On declaring invalid ..." dated May 29, 2006 No. 2817/06).

At the same time, there is also law enforcement practice, according to which the courts quite often oblige the Federal Tax Service bodies to exclude from the Unified State Register of Legal Entities information about the former general director of the organization at his request. They proceed from the fact that the impossibility of submitting an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy the legal requirement of a person (for example, the decision of the 19th AAC of 03/02/2016 in case No. A36-4738 / 2015).

The obligation to notify off-budget funds, Rosstat and other state bodies in the manner of interdepartmental cooperation is assigned to the Federal Tax Service.

Sample letter to resign CEO

In terms of its structure, the letter of resignation on behalf of the CEO is absolutely identical to the statements that all other employees write in similar cases.

The application for the dismissal of the General Director assumes the following content:

• addressee: the body of the legal entity that entered into an employment contract with the director (this may be the founder, general meeting of participants, etc.);
• position, surname, name, patronymic of the applicant;
• a request for the dismissal of the applicant from his position, indicating the specific date of dismissal;
• date of application;
• Signature of the applicant with transcript.

The date the director retired. Actions to be taken before it occurs.

The last day of work of the CEO can be:

• The date indicated by the director in the application, with which the participants / participant of the LLC agreed;
• The date on which 1 month expires from the date of the CEO's notice of his dismissal. This date can be used, in particular, in the case where the director did not indicate the date of dismissal in the application. The countdown is taken from the day following the day the employer was notified of the upcoming dismissal.
• Another date determined by agreement of the parties.

Note! If the participants / the sole participant of the LLC decide to dismiss the director before the date specified in the application without the consent of the director, despite the fact that there are no guilty actions on the part of the latter, the decision of the owner will become the basis for dismissal. In accordance with Art. 278 of the Labor Code of the Russian Federation in this case, compensation is paid to the director.

The resigning director must:

• report on accountable funds (if any).
• transfer keys, seals, documents to the new director (founders) according to the act of acceptance and transfer.

Sample letter of resignation for CEO

The order to dismiss any employee is signed by the head of the legal entity-employer. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and the sole executive body coincide in one person, the general director signs the order on his own dismissal himself (see letter from Rostrud dated 11.03.2009 No. 1143-TZ).

In a situation where the General Director, due to certain circumstances, cannot independently sign an order (for example, due to temporary disability, etc.), a person authorized by him to sign orders can do this for him. The manager can transfer such powers by issuing a local act or issuing a power of attorney.

Note! Usually, to issue an order to dismiss the general director, they use the unified form T-8, approved by the Decree of the State Statistics Committee of the Russian Federation of 01/05/2004 No. 1. However, from 10/01/2013, this form has become optional (see the information of the Ministry of Finance of Russia "On entry into force ..." No. ПЗ- 10/2012). So the order can be issued in any form.

The order to dismiss the CEO (in a unified form) can be downloaded below:

Making an entry in the work book

Makes an entry about the dismissal in the work book, as a rule, an authorized person for this (HR inspector). In the absence of such an entry may be made by the director himself. In any case, it is necessary to comply with the requirements of the instructions for filling out work books, approved. Decree of the Ministry of Labor of Russia dated 10.10.2003 No. 69.

The entry should look like this:

Note! Abbreviations are not allowed in this case.

The entry will be certified by the signature of an authorized person and the seal of the organization (if any).

Dismissal of the CEO by decision of the founder

The founder is entitled to terminate the employment relationship with the head of the legal entity by his decision. Possible grounds are set out in Art. 81, 83, 278 of the Labor Code of the Russian Federation.

The question of the dismissal of the general director is submitted to the general meeting of founders (participants) of the LLC (subparagraph 4, paragraph 2, article 33 of Law No. 14-FZ).

Upon dismissal of the general director on the grounds of paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, if no guilty actions were revealed on his part, he is paid compensation in the amount of at least 3 times the average monthly salary (Article 279 of the Labor Code of the Russian Federation).

Important! The dismissed employee has the right to appeal in court the motives for his own dismissal, presented by the founder, since the rather abstract wording of the norm of paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated 01.11.2007 No. 56-B07-15).

At the same time, the dismissal of an employee under paragraph 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally acceptable. In this case, the dismissal does not act as a measure of legal liability and is accompanied by the mandatory payment of compensation (see the ruling of the Constitutional Court of the Russian Federation of July 14, 2011 No. 1015-О-О).

Terminate the employment relationship with the CEO on the grounds of paragraphs. 7-7.1 Art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these norms. The Plenum of the Supreme Court of the Russian Federation, in its resolution of March 17, 2004 No. 2, explains that the persons indicated in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on such a basis, including when it is established that they have committed theft, taking a bribe or other illegal actions of a mercenary nature, even if they were not related to their work (paragraph 45 of resolution No. 2).

Thus, the dismissal of the general director at his own request involves notifying his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants in the LLC. The CEO is authorized to sign his own dismissal order.

Termination of an employment relationship with a manager is a procedure that has some features that distinguish the process from terminating an agreement with an ordinary ordinary employee. Despite the existing features, the obligatory document on the basis of which the director’s activities in the organization ends is an order to dismiss him. For this, a standard form T-8 can be used.

The peculiarities of terminating an employment contract with a manager lies in a special set of grounds under the Labor Code of the Russian Federation for carrying out the dismissal procedure. Of course, the director of an LLC can quit himself by writing a statement of his own free will. In this case, it is required to convene a general meeting of the founders of the LLC. The director is required by law to work for 1 month, after which he completes his labor process at this enterprise. The application is drawn up in free form, after which an order for dismissal is formed at will, its sample for the director of an LLC is given below.

In addition to terminating the contract at will, there are a number of other grounds:

• expiration of the period of validity of the employment contract, if it is urgent (from clause 2 of article 77 of the Labor Code of the Russian Federation);
• agreement of the parties (clause 1, article 77);
• bankruptcy, liquidation of an LLC (clause 1, article 81);
• change of owner by the company (clause 4, article 81);
• commission of an act that led to significant damage to the LLC (clause 9 of article 81);
• gross violation of duties (clause 10, article 81), etc.

Regardless of the reason for the dismissal of the director, it is required to organize a general meeting of the founders of the LLC to discuss the issue of terminating the employment contract with the current head and choosing his successor. The result of the meeting should be a protocol, which serves as a reason for drawing up an order to dismiss, along with a statement from the director (in case of his own desire).

How to draw up for termination of relations with the head of an LLC

It is recommended to use the standard form T-8, it is compiled on the last day of the head’s work on the basis of the Minutes of the general meeting (Decision of the sole founder of the LLC), as well as other documents, the list of which depends on the reason for termination of employment.

For example, upon dismissal of one's own free will, this is a statement from the director. Upon termination of the contract by agreement of the parties - a bilateral agreement. In case of exceeding official powers, gross violation of duties - documents confirming the guilt of the head.

The peculiarity of the dismissal procedure in relation to the general or other director is also in the mandatory conduct of the inventory process due to the liability of the head in full. Identification of a shortage will require the director to compensate the organization's losses in full.

The notice of dismissal states:

• where and when the document was drawn up;
• what number is assigned - all personnel orders must be registered in the journal with the assignment of a number;
• which employee is to be dismissed - the full name of the head, the exact wording of the position;
• reason - the phrase from the Labor Code of the Russian Federation is rewritten indicating the clause and article of the code, for example, when terminating the contract at one's own will, the wording from clause 3 of article 77 is taken;
• documentary justification for filling out an order in the T-8 form, this is necessarily the Minutes of the general meeting of the LLC (or the decision of the founder), as well as additional documents depending on the reason for dismissal.

Who signs the order when terminating the contract with the director? The right to sign belongs to the head, therefore the order on his dismissal is signed by the director himself.

Send to mail

Order to change the CEO - sample this document you will find below - can be represented by two related orders. Let's see how they look.

Why do you need an order to change the CEO?

The change of director of the company is a procedure that consists of two parts:

• dismissal of the former director;
• appointment of a new leader.

At the same time, both procedures fall under the jurisdiction of two independent branches of law - civil and labor:

• In accordance with the norms of civil law established by the Civil Code of the Russian Federation and special regulations (for example, the law of 08.02.1998 No. 14-FZ "On LLC"), the powers are removed from the former director and they are assigned to the new head. These procedures are formalized by the minutes of the meeting of owners or by the decision of the sole founder. In this case, both procedures can be fixed in one protocol (solution).
• In accordance with the norms of labor law established by the Labor Code of the Russian Federation, the employment contract with the former head of the company is terminated and labor relations are established with the new director. These procedures are formalized by separate orders - on the dismissal and on the hiring of a director.

Thus, Russian legislation does not provide for a separate local regulatory act called the order to change the director. Therefore, each of the orders - on the dismissal and hiring of the head - is legitimately called an order to change the director. Let's see how they can be compiled.

Order to change director: document structure

The order to dismiss the current director is drawn up according to the unified form No. T-8. It is noteworthy that the dismissed director himself signs it, as well as puts a signature certifying the fact of familiarization with the document.

The order on the appointment of a new director is drawn up in the form No. T-1. As in the case of document No. T-8, the new director signs it - both for the employee and for the employer. At the same time, by that time he must have signed an employment contract with the organization. The employer will be a business entity represented by its founder or chairman of the meeting of owners.

The order to change the head of the company in accordance with the legislation of the Russian Federation can be presented in two varieties - as an order to dismiss the current director, and also as an order to hire a new head of the company. Both orders are drawn up on the basis of the minutes of the general meeting of owners or the decision of the founder.

You can learn more about the legal regulation of the procedure for changing leadership in an organization in the articles:

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Order on the appointment of the General Director of LLC sample 2018

Since the CEO (or simply director, president, manager, etc.) is an employee and not the owner of the company (and even if he is at the same time), an order of appointment must be issued to take office.

The most interesting thing is that the director is appointed to the position (and concludes an employment contract with him) by the LLC participant (the chairman of the meeting, if there are several of them). But at the same time, the director draws up and signs the order on appointment to the position “for himself”.

Powers of the CEO in the organization

The powers of the general director, or, as he is called in the Federal Law "On LLC", the sole executive body of the company, are spelled out in the said Law. Namely, article 40, part 3:

In other words, this is an executive body - and a "terminal" for communication between LLC and the outside world. As stated above, he does not need a power of attorney, he acts on the basis of the powers prescribed in the charter of the LLC.

The CEO also hires other employees, he also fires them. There is no official action required by the business owners.

Procedure for appointing a manager

Since only participants (or the only participant) can appoint a director, the procedure here consists of several stages:

1. Making a decision by the sole participant or a meeting of participants on the appointment of a director (respectively, with the removal of the old one).
2. State registration of changes in the Unified State Register of Legal Entities in connection with a change in information about the sole executive body.
3. Conclusion of an employment contract (on the part of the LLC, it is signed by the sole participant, or the person who chaired the meeting).
4. Signing the order of appointment, taking office.

An employment contract can be concluded before the state. registration, but for third parties, the director becomes a director only after entering information about him in the Unified State Register of Legal Entities.

Order on accounting by the director

If the company does not provide for a separate position for the chief accountant, his powers are vested in the general director. You can write about this in the same order by which he was appointed to the position, or issue a separate order about this.

Order No. 1 or how to appoint a director of an LLC

Since the director of the LLC is the very first employee who will later issue orders himself, it is logical to put number 1 for him. Although the order number does not have any consequences for him, even without a number, he is needed only to simplify and facilitate office work.

In general, everything is quite prosaic - the director himself draws up (or downloads the finished) text of the order, prints it out, signs it, stamps it and puts it in a folder with other mandatory documents of the LLC.

It is advisable to make several copies, they will come in handy at the bank, for obtaining licenses, for tenders, contractors, etc.

Sample order on the appointment of the director of LLC 2018

Download a sample order on the appointment of the General Director of a Limited Liability Company (Order No. 1).

ORDER #1

Limited liability companies

"SPARTA"

"__" ____________ 2018 Moscow

In accordance with the Decision of the Sole Founder of the Limited Liability Company "SPARTA" No. 1 dated "__" _______ 2018, I, Kuzmin Ivan Valerievich, take up the position of General Director of the Limited Liability Company "SPARTA" from "__" _______ 2018.

Due to the absence in the staff list of the Limited Liability Company "SPARTA" of the position of an accountant, the responsibility for organizing and maintaining accounting and reporting of the Limited Liability Company "SPARTA" is assumed by the General Director of the Limited Liability Company "SPARTA", Kuzmin Ivan Valeryevich since "__" _______ 2018

General Director ________________ Kuzmin I.V.
OOO "SPARTA" m.p.

Order to change the CEO

The head of the company is elected for a period determined by the charter of the company (whether JSC or LLC). In the vast majority of cases, the issues of changing the top manager - the appointment and removal from office of the first person of the company are decided by the general meeting.

Based on the decision of the general meeting, a fixed-term employment contract is concluded with the general director for the period specified in the charter of the company or indicated in the minutes (maximum 5 years)

If the decision to change the general director (the termination of the powers of one employee and the appointment of another) is made at one meeting, then both of these points can be reflected in one protocol.

In the event that the head is re-elected to the position as part of the “extension of powers” ​​procedure, it is necessary to conclude a new fixed-term employment contract in accordance with the new protocol. The legislator did not provide for the possibility of extending a fixed-term employment contract for a new term without terminating the previous contract.

In what cases are orders issued to change the general director

Only the first person of the company has the right to issue orders on behalf of the company. Therefore, in the event of a change in the general director, it will be necessary to issue (execute) 2 resolutions.

In companies, this document is often referred to as the order "On the change of the general director of an LLC", although it is more correct to call it the "Order on the appointment of a new director."

After the conclusion of a new employment contract with a top manager, orders are issued:

on the dismissal of the head of the company (personnel document);

on hiring a new manager (personnel document);

The order of dismissal and the order of employment are internal personnel documents, they indicate the conditions of labor relations between the employee and society (admission: position, salary, nature of work, place of work, employment; dismissal: days of non-holiday leave). Sample orders to change the CEO can be downloaded below.

Sample letter of request for a CEO

What other orders will be needed when changing the CEO

This is a document of the main activity of the company, it should not contain third-party information. Therefore, we recommend issuing two additional resolutions:

on the removal of powers (signed by the old boss);

on taking office and entrusting him with the authority to represent the interests of the company (signed by the new head)

These decisions can be used for presentation on demand.

Sample order to remove powers from the CEO

Sample letter of acceptance for CEO

For example, originals and copies of the document on taking office may be required to be presented to various authorities and organizations (state funds, banks, when participating in tenders and concluding contracts, etc.).

If there is no position of chief accountant in the staff list, then these documents also reflect the responsibility for this functionality.

If the first person of the company changes his surname or passport, also, in addition to the personnel registration of this change (additional agreement), it is necessary to issue an internal order to change the name of the general director of the LLC. And in the future, notify all necessary organizations (banks, counterparties) about this.

The tax employees of the FMS are required to report on their own. Since 2011, organizations are no longer required to notify state authorities of such changes (Law No. 169-FZ of 06/01/2011). Further changes should be reflected in the Unified State Register of Legal Entities.

How to dismiss the director of an LLC at the initiative of the founder

Termination of the manager's contract with the company is a fairly common step in the activities of an LLC. The dismissal of the director of an LLC at the initiative of the founders is always a difficult decision, which is often accompanied by conflicts. Therefore, the procedure must be carried out in compliance with all the formalities that are stipulated by law.

From decision to dismissal

If the founders of the company came to the conclusion that the competence of the head does not correspond to the tasks assigned to him, they need to get together and discuss the situation. Of course, the general meeting of an LLC can give the manager a second chance, but in "neglected" cases, a decision is made to dismiss. This fact is recorded in the minutes of the meeting. The document specifies the date of termination of powers. The minimum period from decision-making to dismissal is one month. The procedure is regulated by Art. 278 TK. Since a limited liability company cannot exist without a director (Federal Law No. 14), the founders need to discuss and approve the candidacy of the one who will replace the dismissed manager. The dates of the dismissal of the old CEO and the appointment of a new one must coincide.

The director, with whom it is decided to part, must be notified in writing of the termination of his work in the company. The paper must be presented to him under the signature - this is an important condition. A verbal warning will not work, because then the fact of dismissal can be challenged in the courts.

Pay due

Exactly one month later, the dismissed director issues an order to terminate his own powers (form T8). In the work book, he enters the number of the order and the basis - the decision of the founders, Art. 178 TK. After that, he receives a payment and leaves the company.

The calculation is worth talking about separately. According to the same article, the company in such a parting with the hired manager is obliged to pay him a severance pay. The amount of compensation is at least 3 monthly salaries. This is the minimum amount, and the maximum can be specified in the contract.

Should I pay a "golden parachute" if the manager caused harm? Experts say it's better to do it. The fact is that non-payment of compensation may become the basis for challenging the dismissal. The courts often reinstate those dismissed simply for formal reasons. Having a reinstated leader in your company is a headache, because in this case there is no need to talk about the effectiveness of management. Therefore, it is easier to pay everything due, assess the damage and recover it in civil proceedings.

If the dismissal of the director was without excesses, the decision of the founders to change the governing body of the LLC must be “legalized” in the tax office. An application is sent there (form P-14001). The inspectors will make appropriate changes to the state register of legal entities.

The dismissal of the director of an LLC at the initiative of the founders is always a difficult step. Try to minimize conflict situations, because quarreling with a person who has been admitted to a trade secret is simply short-sighted.

Order on taking office of the General Director of LLC. Sample

The order on assuming the position of the General Director of an LLC is one of the fundamental documents of the organization. Without this order, the head cannot begin to perform his duties. Without it, all documents, orders, etc. signed by him will not be legally competent, will not be considered by state and other organizations.

Also, a paper of this nature will be very useful (in some cases even necessary) when opening a bank account for a legal entity.

Important! The names of all heads of legal entities are always entered in the Unified State Register.

Possible misconceptions

Do not confuse the founder and director of the enterprise. Even if this is the same person, the functionality of these persons is still different. Thus, the normal situation is when the founder appoints himself to this position and takes office at his own order.

Order elements

The order implies a free form of presentation, but it must contain information about:

The result should be a signature with a position and a transcript, if available, a seal.

What other documents need to be issued

On the forums, they often ask what needs to be drawn up: an order in the T-1 form or an order to assume the position of general director of an LLC. Both of these papers are necessary for the normal functioning of the organization and for reporting.

An order in the form T-1 refers to documents on personnel, and on taking office - to papers on core activities.

This means that the personnel service has nothing to do with the order. The order is entered in the register (magazine) of orders for the main activity as the first item. Only in this way will the further activity of the company be possible.

If there are several general directors in an institution

If the appointment of the head takes place in an already existing company, then according to the law, his appointment should be handled not by the founder, but by the general meeting. At the same time, there should be a link in the order to the minutes of this meeting.
In the same order, the general director, if necessary, may assume the duties of an accountant, economist or other employees. Often this happens in small companies for which it makes no sense to increase staff.

What to write in a work book

The document must contain information about taking office as the CEO of the organization. It is advisable to refer to the decision of the founder or to the number of the minutes and the date of the general meeting.

Moreover, the entry in the labor must appear no later than 7 days after taking office, otherwise it will be contrary to the Labor Code. So the dating in this case must be treated responsibly.

Important! It is not necessary to indicate in the order the amount of wages, the duration of work and other points. Since the order refers to the primary documents for the main activity, these moments are not prescribed by default. This can be taken care of in the employment contract.

Whom to inform about the appointment

First of all, the tax service should be aware of such significant personnel changes. Information about the newly appointed general director must be entered into the Unified State Register of Legal Entities. Moreover, this should happen no later than 3 days after signing this paper.

In order not to become a violator of the law, the founder or the newly minted CEO (often the same person) must complete the P14001 form, as well as a properly executed decision (council or personal). These papers must be submitted to the tax office where the company was registered. The territorial principle of taxation in this case remains in force. You cannot establish an LLC in one city, and bring an order to take office in another. If this happens, then it is necessary to send the documentation by registered mail and make sure that it has been received.

Do I need an employment contract after the order?

Signing an employment contract with yourself, at first glance, seems like nonsense. But under the existing Labor legislation, such actions are allowed. Moreover, this document should spell out fundamentally important points that relate to tax deductions (this depends on the accrued wages).

Thus, if you do not prescribe the level of your own salary, then you can incur administrative responsibility in the form of a fine at the very first tax audit.

What should change with the inauguration of a new CEO

If an account is opened for an LLC in one or more banks, then the new head must change the signature sample everywhere to his own. It must be notarized. If the LLC is fresh, then the sample signature is left once - when opening an account.

What to consider when transferring a position

The founder must, at the time of signing the order, remove authority from the previous head. Also, before starting to perform their duties, it is recommended for a beginner to check the orders, decrees and powers of attorney that were issued earlier by the previous leadership.

The founder (when the old general director has been removed and a new one has not been appointed) must cancel unnecessary old powers of attorney and other documents on the main activity. And then only make a decision to issue an order to assume the position of general director of the LLC.

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