Protocol on the extension of powers of the General Director

Directors in LLCs and closed joint stock companies are hired on the basis of the same employment contracts as other employees. At the same time, the urgent type of this document is chosen for managers. After the expiration of the period specified in the Charter and in the contract, the question arises of how to extend the validity of the document if the manager is completely satisfied with the company. There are several solutions for this, including by drawing up an additional agreement.

Contrary to the misconception, the director (or general director) of a business entity is an employee who carries out his labor functions on the basis of a concluded fixed-term or open-ended employment contract (in the manner specified in Article 275 of the Labor Code). The performance of its functions is regulated not only at the federal, but also at the local level, that is, through the internal documentation of the legal entity (for example, the Charter, special regulations, job descriptions). The duration of the management board is determined by the company's internal charter. Current laws allow a permanent contract to be concluded with this employee. In this case, the company's participants can terminate the contract with the employee only after a meeting is held where this decision is made. It should be noted that the general director is a full-fledged employee who is granted all relevant rights. If a contract is drawn up for a fixed-term nature, business owners can extend the validity of this document by initiating the appropriate procedure.

How to formalize the decision of the general meeting of LLC participants

The Presidium of the Non-Profit Partnership "Forensic Expert Chamber" consisting of: chairman. Chairman of the Presidium - President of NP SEP Sadovsky E.N. members of the Presidium Kharitonov N.A. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Society’s participants present at its adoption are confirmed by the signing of the protocol by the chairman and secretary of the meeting, who must be members of the Society. The first document that is issued at the time of opening a limited liability company is the administrative act on the appointment of the general director. This official is an ordinary employee with whom an employment contract is concluded. An employment contract concluded with the general director can be either fixed-term or indefinite. In the case of a fixed-term contract, the hired person performs his official duties for a limited period of time. After the expiration of the period fixed in the contract, business owners can appoint a new person to this post or extend the contract with the hired person. In this article, we propose to consider a sample decision to extend the powers of the CEO.

Initially, it contains information about the meeting itself:

• date of;
• start and end time;
• location.

Procedure for holding a meeting

If the company has one founder, then everything is quite simple - to extend the powers of the director, a decision of the sole participant of the LLC is required.

In the case where there are several participants (and there can be up to 50 persons - individuals and legal entities), first a preliminary written notice of the upcoming meeting is given (indicating the date and time, as well as the issue that will be considered at it).

At the meeting itself they stand out

• Chairman - he determines the course of the event, manages it,
• as well as a secretary - this person keeps minutes, recording everything that happens in the smallest detail and provides copies of the document to all participants.

It must be said that the appointment of a chairman and secretary is not a mandatory stage, since often the company consists of only two or three people.

Sometimes the congregation develops and adopts a system of voting, which may take place through the recording of opinions or a simple show of hands.

The meeting is considered to have taken place if at least half of the company's participants were present.

Based on the results of voting, an order is issued at the enterprise, which gives the corresponding instructions. After this, an additional agreement to the current employment contract is concluded with the general director.

Order to extend the powers of the director: sample

Experts recommend carrying out the procedure through dismissal and rehiring of the same person, thus extending the authority of the manager. Admission is carried out after an appropriate decision from the company's participants and the issuance of an order. The order is drawn up in free form on company letterhead, indicating the full name of the appointed person and his leadership position.

Minutes on the extension of the director’s powers. How to formalize the decision of the general meeting of LLC participants? Read about this in our article.

Here you can find a free protocol on the extension of powers of the LLC director, current for 2021. This document was drawn up by qualified lawyers and fully complies with the norms and laws of the Russian Federation for legal entities.

If you have any questions or require assistance in filling out/adapting a document to suit your organization, our on-duty lawyer online is ready to promptly advise you.

Upon completion of this period, it may be necessary to extend the director's powers. How to correctly implement this procedure is written below. This document lists its main functions and also fixes the period during which the employee must fulfill his obligations. Typically, the duration of this time period is five years. During this period, the general director controls the work of the enterprise and actively participates in the organizational process. Business owners transfer all rights to manage the company to the hired employee.

The full name of the organization is written at the top. Next, enter the date of compilation and the city where the company operates. After this comes the name of the order - an order with the corresponding number. It is indicated what exactly is the basis for issuing the order - a decision with a specific number and date.

The simplest option is confirmation with the signatures of all participants. The wording may be as follows: “In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Company’s participants present at its adoption are confirmed by the signing of the protocol by all participants present at the meeting.”

The company's participants make a decision to extend the powers of the general director. This is done using a special protocol. Such protocol and decisions are grounds for extension. It indicates that the powers under the employment contract, the term of which has come to an end, have ceased. In this regard, the director is rehired. Based on the protocol, information about the termination of the contract and the conclusion of a new document is also entered into the work book. Chairman of meeting: _______________________________. (Full name) Secretary of the meeting: ___________________________________. (Full name) Agenda: Extension of powers of the Director (president, etc.) of LLC "_____________". On the agenda item they heard: _____________________________________, (full name) who proposed, in connection with the expiration of the contract (or: in connection with _________________________________________), to extend the powers of the current (justification) Director (president, etc.) of LLC “_______________ » — ____________________.

If you entered into a fixed-term contract with the director, but you do not want to dismiss him, you need an order to extend the director’s powers. Download the sample from us. The powers of the director of the company are established indefinitely or for a certain period. The text itself states that in connection with the decision to extend the term of office of the manager, the person begins his duties. Information about the date from which the text of the order begins to be valid is also entered.

In the event that the company's Charter specifies the term of office of the head of the company, an order to extend the authorized functions is required.

More often - for a certain period. But what if the director’s term of office has expired, but the company’s owners do not plan to part with him? The term of an employment contract can be extended in certain cases.

The law contains requirements for the preparation of notifications when electing the head of an organization. However, it is necessary to notify the tax authorities when there is a change in management. In this case, exactly three working days are given to write and send the notice. If an extension is carried out (i.e. the manager remains the same), then a notification is not required. Practice shows that in most cases, fixed-term employment contracts are concluded with managers of a business entity, valid for 60 months. Upon completion of this period, it may be necessary to extend the director's powers. How to correctly implement this procedure is written below.

Second way

The second method greatly simplifies the work of accountants and personnel services, but is not provided with substantive legal norms. Moreover, it has the right to exist, since both government bodies and the courts allow this method of legitimizing the execution by the general director of his powers after the expiration of his employment contract.

In this case, the authorized body makes a decision and issues an order to extend the powers of the director (a sample order can be downloaded from the link below).

In this case, termination of the employment contract and the conclusion of a new contract are not required, just as there is no requirement to make settlements with the director, as well as other procedures necessary when dismissing an employee.

Sample order to extend the powers of a director

Protocol on the extension of powers of the General Director of LLC

A list of persons with passport data who were present at the meeting is listed. Next comes the agenda, which necessarily mentions the extension of the director’s powers. The text corresponding to the consideration of this issue contains the voting results and the fact of the decision made. After this, the decision itself is recorded: to extend the powers of the general manager for five years (or another period). The procedure for fulfilling official obligations by this person is regulated on the basis of statutory documents, internal instructions and regulations.

Extension of powers occurs in a special manner, and it is mandatory to issue an order, a sample of which can be downloaded below. Technical capabilities of translucent structures for solving energy saving problems. Fulfillment of the requirements of the Technical Regulations for quality control of translucent structures, problems, solutions. Certification and declaration of window products declared by the manufacturer. Control over the quality of window structures, checking the compliance of the work performed during construction, reconstruction, and major repairs.

Extend the powers of the current Director (president, etc.) of LLC “_______________” - _________________________________________ in connection with (full name) ________________________________________. (justification) 2. Extend the contract (agreement) (full name) with _______________________________________ for a period of up to _______________.

Engaging a notary protects society from falsification of decisions. If the protocol and the notary's seal are forged, it will be enough to prove that the notarial act is not in the notary's register.

At the end of the period of validity of the employment contract of the head of the company, the question arises about subsequent relations between the parties to the contract: termination of the employment contract, extension for a certain or indefinite period.

Protocol on the extension of the powers of the General Director. 2021 sample

At the same time, the norms of corporate law are also applicable to him, that is, he has the right to represent the interests of the company or enterprise entrusted to him. We have drawn up a new protocol on the extension of powers, but the bank does not accept this protocol and they say that a law on filling out protocols has recently been passed.

The procedure for granting legal rights to this person depends on the number of participants in the company. In the case of a single founder, a special decision is prepared. When an established company has several owners, it is necessary to hold a general meeting, the results of which are recorded in a special protocol. If the director is the only founder, then there can be no talk of a meeting of participants. In this case, it is enough to decide that the responsibilities remain with him. Additionally, an order is drawn up - it can be requested by banks and notaries.

Who signs the order

The General Director has the right to sign the order to extend the powers himself. Labor legislation does not establish any prohibitions or special procedures for such cases. The legitimacy of this approach is confirmed by the letter of Rostrud dated March 11, 2009 No. 1143-TZ.

If an organization uses an independently developed form of a document, it has the right to include in it such details as the organization’s seal, or to refuse it. As a result, if an independently developed form of a document provides for the affixing of an organization’s seal, then such a seal should be affixed; if not, then there is no need to affix a seal. Such conclusions follow from the provisions of Article 8 of the Labor Code of the Russian Federation and Articles 7, 9 of the Law of December 6, 2011 No. 402-FZ. At the same time, if an order for the appointment of a general director is needed for external counterparties, for example, a bank, then the organization’s seal must be affixed to it.

Preparatory stage

At the first stage, it is necessary to make a decision to hold a general meeting of LLC participants, at which the powers of the old general director will be terminated and a new one will be elected. The procedure for convening and preparing this event is determined by Federal Law No. 14-FZ dated 02/08/1998 “On Limited Liability Companies” (hereinafter referred to as the Law). The decision to convene is made by the executive body of the company. Depending on whether the change of leadership was planned in advance or whether it is unscheduled, preparations are made for a scheduled or unscheduled meeting. The difference in preparation is that the timing of a scheduled meeting is specified in the company’s charter, but an unscheduled meeting is not. Accordingly, society participants must send a demand to the executive body about the need to hold this event.

The following schedule will look like this.

Within 5 days from the date of receipt of the request, the executive body is obliged to consider it and make a decision on approval or refusal to hold a meeting.

Within 45 days after submitting the request for its holding (if approved), the meeting must take place. This is stated in paragraph 3 of Article 35 of the Law.

30 days before the event (no later), those convening the meeting must notify other participants about it. This is done by sending a registered letter with notification to the address indicated in the list of company participants in the company's charter. Also, notification can be made in any other way specified in the regulatory documents of the organization.

Making a decision

The minutes of the board of directors on the change of director is a document confirming the fact that the powers of the new general director have been vested. It is the basis for drawing up the remaining documents necessary for the new manager to take office. In particular, an employment contract is drawn up on its basis.

The document is drawn up based on the results of a meeting of the general meeting of company participants. Despite the fact that a unified form has not been approved for this document, it must be drawn up in accordance with a certain structure, since in the future it will be checked by a notary when certifying an application for amendments to the Unified State Register of Legal Entities in the form P14001. The protocol must contain the following information:

1. Document's name.
2. Date and place of compilation.
3. Name of company.
4. List of those present and presence of quorum.
5. Full name of the chairman and secretary.
6. Agenda.
7. Participants' positions.
8. Voting results for each issue.
9. Who is required to submit an application in form P14001 and enter into an employment contract with the new manager.
10. Signatures of meeting participants.

In your work, use the sample: LLC protocol on the change of director, presented below.

Note that in the “Agenda” item it is necessary to indicate at least two mandatory items for this type of meeting: termination of the powers of the existing leader and election of a new one.

A sample protocol on the appointment of a director of LLC-2017 is presented below.

First way

The first way to resolve this issue reflects the position of the current legislation, but entails a lot of procedural difficulties for accountants and personnel services.

In this case, the procedure for extending the term of the employment contract will begin with the adoption of an appropriate decision by the authorized body. In this case, the authorized body must consider and make two decisions at once:

• on termination of the employment contract with the current director and his dismissal due to the expiration of the employment contract;
• on the appointment of a director for a new term.

The decision of the authorized body is reflected in the protocol. Based on the specified protocol, the employment contract with the current director is terminated, about which a notice is sent to the director, which must be delivered to him no later than three days prior to the dismissal.

If the director was present when the authorized body made the relevant decision, sending the above notification is not required. But in this case, the director must be familiar with the protocol against signature.

The next step in this situation will be to issue an order to dismiss the director and make an entry about this in his work book (as well as to prepare other documents necessary for the dismissal of an employee).

Subsequently, a new employment contract is concluded with the director, orders for his hiring and assumption of office are issued. A record of employment is made in the work book.

Extension of powers

The term of office of the general director is determined by the company's charter. After this period, during a scheduled meeting of the authorized body of the LLC, the general director can be re-elected for a new term. This is stated in Article 40 of the Law. Typically, the LLC Articles of Association establish the standard term of office for a director - 5 years. A sample has been prepared for readers of this article (protocol for extending the powers of the General Director - 2017). It is compiled in the same way as the previously discussed documents. However, in the “Agenda” section it is indicated that the meeting is being held to extend the powers of the manager. A sample fragment of this document is presented below.

Important points

The minutes of the meeting must be notarized. Often, a meeting is usually held in the presence of a notary, unless otherwise provided by the LLC Charter, or by a decision of the meeting of all LLC participants, which was adopted unanimously by them (clause 3 of Article 67.1 of the Civil Code of the Russian Federation).

What to do if someone voted "no"

In order to extend the powers of the general director, as mentioned above, a simple majority of votes is required.

At the same time, it is obvious that not all society participants may agree with such a continuation of the matter. In this case, the individual opinion of the participant must be included in the protocol, indicating the reasons why he votes “against”.

Subsequently, on the basis of such a record, a person who disagrees with the general opinion has the right to file a claim in court and appeal the decision.

Extension of powers of a director without notarization

The minutes may indicate: “Decision made: confirm the adoption of the decision on the first item on the agenda and the composition of the participants present with the signatures of all members of the Society on the minutes.” For more details on this, see the materials in the justification.

The rationale for this position is given below in the materials of the Lawyer System. Attention! From September 1, 2014, it is necessary to confirm, in a notarial or other acceptable manner, the fact that the general meeting of participants made a decision and the composition of the participants present. This rule is established by subparagraph 3 of paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation.

At the same time, the confirmation rule does not apply to the case when a decision is made by a general meeting of participants by absentee voting. On June 23, 2015, the Plenum of the Supreme Court of the Russian Federation explained the consequences if the requirements of paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation are violated.

At the same time, he pointed to the decisions of only in-person meetings (paragraph 3, paragraph 107 of resolution No. 25). There was no talk of absentee voting.

• invite a notary to the place where the meeting will take place, or
• agree with the notary to hold the meeting directly at his place (for example, in a notary’s office).

In this case, the notary must submit the following documents:

• charter of the company;
• an internal document of the company establishing the procedure for holding a meeting (for example, regulations on the general meeting of participants);
• decision to hold a meeting and approve the agenda;
• list of company participants;
• a document confirming the authority of the person applying to organize the meeting (if they do not follow from other submitted documents).

Based on the results of the general meeting, the notary issues a certificate (Part 1, Article 103.10 of the Fundamentals of Legislation on Notaries):

• on certifying the fact that the meeting made a decision;
• about the composition of the participants present.

Other methods of confirmation The law allows not to fulfill the requirement for notarization if the participants have provided for another method of confirmation* (subclause 3, clause 3, article 67.1 of the Civil Code of the Russian Federation): The exception is the case when the participants decide to increase the authorized capital.

In such a situation, you cannot use other methods of confirmation - notarization is always required (clause

A sample of a decision to extend the powers of an LLC director for a bank in 2021

To correctly draw up an order to extend the powers of the director of an enterprise, you must use the sample.

There are certain nuances that must be observed when drafting legal documents.

If the term of the contract is coming to an end, but the owner of the company has decided to extend the powers of the head of one of the branches of the LLC, he draws up an order on the basis of which the terms are extended.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to find out how to solve your particular problem , contact a consultant:

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The director’s main task is to make sure that his data was entered correctly and to sign the document after a full check.

How to create an order

There is no unified form of the document, so it can be compiled in any form.

To place an order, use the organization's letterhead.

In the header of the document, indicate the legal form of the organization and its name.

In the title of the order, indicate its brief content - about the extension of the powers of the General Director.

In the main text of the document, indicate the documents on the basis of which the powers of the General Director were extended, as well as the date from which the powers were extended.

In the order to extend the powers of the general director, do not indicate information about wages and other information that is provided for other employees in employment documents. This is due to the fact that such a document refers to documents on core activities that relate to the work of the organization as a whole. And the main thing in this document is the identification of the governing body, and not its labor responsibilities.

Features of compilation

The company's charter establishes the general period of validity of the employment agreement. If the contract has an end date, then upon its expiration it is necessary to extend the document or terminate the authority of the manager.

The inspection body will definitely pay attention to the validity period of the agreement.

There are some features of the contract that need to be taken into account:

Document structure

Main parts of the agreement:

1. Full name of the LLC, place and date of drawing up the agreement.
2. Full name of the director, indication of his position.
3. Serial number of the document.
4. The name is indicated - Order on personnel.
5. Then it is necessary to make a note that in connection with the extension of the term of the contract concluded with the director, he can begin to exercise his powers from a specific date.
6. The signature of the general manager and his full name and the seal of the enterprise are affixed.

After the Order is issued, a new employment contract is concluded, which can be either fixed-term or indefinite. In the latter case, the validity period is not specified.

The document must be signed by both the head of the LLC, the chairman of the meeting, or the sole participant of the company.

Filling example

This option is valid for the sole owner and director of the company. He can draw up a decision to extend the contract for himself. The minutes of the general meeting of LLC participants are drawn up separately.

The document is certified by a notary, after which the LLC seal must be affixed. When filling out, it is important not to skip a single line, indicating all the necessary information.

A mandatory condition is to indicate all names, surnames and positions, not only of the director of the enterprise, but also of the owners of the business.

At the end of the document, the seal of the organization and the signatures of all officials are affixed.

Video: change of CEO

Who renews them

The owners of the company can elect a director of the LLC for a certain period of time, during which the elected person can exercise the powers of the head of the limited liability company.

The legal status of an LLC participant has some peculiarities. The main one is that in its activities it must be guided by the norms of not only basic, but also cooperative legislation.

Thus, a person who becomes a director of a company, on the one hand, has the right to manage an LLC, and on the other, is an employee.

In addition to the fact that there is regulation of this process at the legislative level, the activities of the director of an LLC are regulated not only by law, but also by the company’s charter and job description.

An urgent or unlimited conversation is concluded with the director of the LLC. The decision to determine the term is made by the owners of the organization, or one founder, if he is the owner of the company.

If the contract is concluded for a specific period, it cannot exceed 5 years.

It is very important to correctly complete the agreement renewal procedure. The authority to carry out this procedure belongs only to the founders of the organization - if there are several of them, then the decision must be joint.

In this case, an order must be drawn up; for this you can use a general or standard form of the document.

In general, the procedure for transferring or re-registering the powers of a manager is quite complex.

It is necessary to correctly indicate all the data, including the dates when the contract begins to operate and when the term comes to an end.

If the founder of the company is only one person, he makes the decision alone. In this case, the document should be entitled “decision of the sole participant.”

There are general rules for prolonging the agreement:

• the document must be issued on the company’s letterhead;
• all basic details of the company are indicated;
• you need to rewrite the data from the Charter, they must match;
• then the locality in which the company was created and the date of drawing up the document are indicated.

The decision number is not indicated in all cases. Most often, it is enough to enter only the place where the document was drawn up and the date.

Below, under the word “Order”, the owner of the company indicates his full name and passport data, makes a note that he is the sole founder and decides to extend the contract with the director.

If the only participant is a legal entity, then the OGRN, KPP and TIN number are indicated.

If there are several founders, a decision can be made only after a meeting, where each owner of the organization will express his opinion on the extension of the deal.