The decision to appoint the general director was not notarized.

How to compose a document

There is no unified form; a free one is used to generate the document. The structure of the solution in this case will be as follows:

1. Name and details of the organization.
2. Name, number and essence of the document.
3. Place and date of document generation.
4. Information that the sole participant will extend the powers of the general director. You must indicate the name of the company, INN, OGRN, full name of the participant, passport details, place of registration. It is also important to refer to sub. 4 p. 2 tbsp. 33, art. 40 and paragraph 1 of Art. 49 of the Law “On LLC” dated 02/08/1998 No. 14-FZ. The period for which the powers are extended and the passport details of the general director are indicated.
5. Signature and transcript of the sole participant of the LLC.

If the company uses a seal, then the document is also certified by it.

The preparation of such a document is carried out by a lawyer, accountant or other authorized employee in the company.

Sample solution

DECISION No. 6 of the sole participant on the extension of the powers of the General Director

"26" August 2021

1. On establishing the term of office of the current General Director of Artemis LLC until August 26, 2024.

Sole participant: Sobakin / E.P. Sobakin

Sample decision to extend the powers of the director of an LLC

Extension of powers of the director of an LLC - the sole founder - you can download a sample document according to which this procedure is carried out on our website - it is implemented taking into account the norms of both civil and labor law. Let's study this feature in more detail.

Why do you need a decision to extend the powers of the LLC director?

Decision on extension of powers: structure of the document

Extension of the director’s term of office: nuances

Results

Why do you need a decision to extend the powers of the LLC director?

The decision as a document regulating the activities of an LLC is always drawn up by its sole owner. Based on the founder’s decision, an order is then issued to extend the powers of the manager. If there are at least 2 owners of the company, then the document performing a similar legal function will be called a protocol (adopted by the meeting of owners).

The purposes of decision-making, like protocols in an LLC, can be very diverse. By issuing decisions, the sole founder, in particular, appoints and also extends the powers of the head of his organization.

The maximum term of office of the general director of an LLC according to the Charter is 5 years. This means that upon its expiration or as this period approaches, the corresponding powers will need to be extended.

In this case, it does not matter for how long the employment contract with the general director is concluded (or even whether it is concluded at all, if the founder appoints himself as general director).

However, if a manager who has a valid employment contract does not have the powers established by the owner’s decision, then he will not be able to carry out his labor duties in practice: his signatures will be invalid.

In turn, without a valid employment contract, the hired director may well fulfill his powers (and, moreover, is obliged to do so), despite the fact that the company in this case may have serious difficulties when checked by the Labor Inspectorate.

Decision on extension of powers: structure of the document

Thus, the powers of the head of the company, by decision of the founder, are paramount in comparison with labor duties. Further in the article we will look at the specifics of prolonging an employment contract when increasing the term of office. But for now let’s study in detail how the decision in question can be drawn up.

The decision under consideration may reflect:

1. Information about the document number, the date of its adoption.

2. Name of the document (“Decision of the sole participant”).

3. Wording that the sole participant decides to extend the powers of the director of the LLC.

In this case it is indicated:

• Full name, citizenship of the sole founder;
• series and number of his passport;
• residential address;
• the fact that the founder owns 100% of the authorized capital of the LLC (OGRN, TIN, address of the organization are also indicated);
• Full name, citizenship, passport details, address of the director whose powers are being extended (in this case, the sole founder);
• the number of years during which the director has the right to exercise powers.

The document is certified by the signature of the founder and the seal of the company, if used.

You can download a sample of the founder’s decision to extend his own powers as CEO on our website using the link below.

After making a decision to extend the powers of the head, there is no need to notify the Federal Tax Service about this: in this case, it is not necessary to adjust the entries in the Unified State Register of Legal Entities, as when appointing a new head of the company.

Extension of the director’s term of office: nuances

When prolonging the director’s labor powers simultaneously with those established by the founder’s decision, it must be borne in mind that:

1. A fixed-term employment contract with the head of the company (as a rule, it is concluded in an LLC) is terminated upon expiration of its validity period (Article 79 of the Labor Code of the Russian Federation). Therefore, after its expiration, a new one should be issued.

2. If the founder does not renew the fixed-term employment contract with the hired director, who was reappointed by the founder’s decision, while the director continues his work, then the employment contract will be transformed into an open-ended one (Article 58 of the Labor Code of the Russian Federation).

In this case, cancellation of the employment contract, if the owner is not satisfied with the subsequent results of the director’s work, will be possible (in the absence of other legal grounds for dismissal) only if compensation is paid to the dismissed director (Articles 278 and 279 of the Labor Code of the Russian Federation).

3. It is possible that the director, who was reappointed to the position by the decision of the founder, does not want to re-enter the employment contract with the LLC (due to the fact that he wants to leave the company).

In this case, it is recommended to issue a decision to dismiss the manager from his position. If this is not done, the director will most likely be able to challenge the revocation of his powers in court.

You can find out exactly how a director can resign without the consent of the owners of the company in the article “How can a director resign without the consent of the founders?”

4. If the founder appoints himself as a director, drawing up an employment contract is not necessary. But at the request of the business owner, it can be concluded.

See here for details.

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Decision of the meeting of owners (founders of the company) on the appointment of a director

The head of the organization (director, general director) can be appointed in the only way - by decision of the general meeting of the owners of the enterprise. This procedure is regulated by clause 2 of Art. 33, paragraph 1, art. 40 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ. The minutes of such a meeting or the decision on the appointment of a director extracted from it is the main document indicating the powers of the director.

The manager can be either one of the founders or any employee. The procedure for approving a candidacy is always the same.

The protocol is drawn up in free form, always indicating the date. It must contain registration information about the enterprise, information about the founders and their shares in the authorized capital. The title of the manager's position (director, general director) in the decision must coincide with what is specified in the charter of the enterprise. The protocol should include the passport details of the elected leader. It is not necessary to indicate the term of powers, since they are in the company’s charter.

This is important to know: How to transfer alimony according to a writ of execution

When a director is re-elected due to the expiration of his term of office or early, it is also necessary to convene a general meeting of founders. A sample will help you correctly formalize the founders’ decision to appoint a director.

Order to extend powers

The order and the new employment contract of the director are the final documents in the procedure for prolonging the powers of the director. Based on the decision on the Minutes of the meeting of participants or the Decision of the participant (the only one in the LLC), an Order is drawn up on the extension (extension) of the powers of the manager. Please note that the Order is drawn up on behalf of the organization and signed by the director of the LLC.

The order must necessarily contain the fact of extension of powers, from what date, full name of the person, signature with transcript and seal of the LLC:

• Full name of the LLC (exactly as it is written in the Charter);
• Place of preparation of the paper;
• Date of preparation of the document;
• Document number in order;
• In the content of the order, indicate - “Content: order for personnel”;
• Indicate the document - the basis, what date it is from;
• Indicate that in connection with the prolongation (extension) of the director’s term of office, he begins his official duties from such and such a date;
• Signature: “General Director of LLC”, signature, full name”;
• Apply the seal of the organization.

Next, you need to conclude a new employment contract with the director, which can be fixed-term (and consistent with the period specified in the Charter or other documents of the LLC, but not more than 5 years) or unlimited (that is, without specifying a validity period). The employment contract between the director and the organization, on the one hand, is signed by the director, and on the other, on behalf of the organization can be signed by the chairman of the meeting or a participant who is authorized by the meeting, or the sole participant of the LLC.

The decision of the sole founder to appoint the general director of the LLC

In the case where the founder of the enterprise is one person, such a document will be called a decision of the sole participant or founder.

Any individual can be appointed to a leadership position (general director, director), but in most cases the founders themselves become at the helm of the company or entrust the business to close relatives.

Sample resolution of the founder on the appointment of a director

How to correctly draw up a protocol when changing the director of an LLC

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Who has the right to extend the powers of the General Director. Conducting a meeting to select a director. Sample of filling out the protocol.

Registration of labor relations with the appointed manager

A special feature of the agreement on hiring a manager is that on the part of the employer, on behalf of the enterprise, it is signed by the owner or the only participant authorized by the general meeting.

In the case where there is only one owner and he appoints himself to the position of director, an ambiguous situation arises. On the one hand, to conclude an agreement there must be two parties and signing an agreement with oneself is unacceptable. On the other hand, no one deprives a director of the right to enter into an agreement with the company, even if he is a sole founder and assumes the responsibilities of a director. It is important to understand here that such an agreement is signed by one person who acts as a founder and as an employee at the same time.

IMPORTANT! In addition to the decision of the participants or the sole founder of the company to appoint a director and an employment contract, an order for hiring a director is issued. These documents must be from the same date. Data about the manager must be entered into the Unified State Register of Legal Entities.

You will find out what personnel documents still need to be issued for the director in the articles:

Results

In order for the director of an enterprise to take office, a decision on the appointment of the general director of the LLC, drawn up according to one of the forms proposed above, an employment contract between the enterprise and the director and an order for employment are required.

When there is only one participant in an LLC (in a JSC there is one shareholder), then the appointment of a sole executive body (director, general director, etc.) is formalized by the decision of this participant (shareholder).

The participant (shareholder) has the right to appoint a third-party candidate to this position or assign these functions to himself.

But when there are several participants in an LLC (in a JSC there are several shareholders), the decision to appoint a sole executive body is made by the general meeting of participants (shareholders). The exception is the situation when the resolution of this issue is not within the competence of the board of directors (supervisory board) by the charter. In this case, the minutes of the general meeting are drawn up.

Even if the duties of the director were assumed by the only participant by his decision, an employment contract must still be drawn up with him. The participant will sign such an agreement:

• on the one hand - like an ordinary employee;
• on the other hand, as a representative of the employer.

In addition, it is obligatory to pay a salary to the director who is a member of the company. Even if the participant receives dividends periodically. Non-payment of wages is a violation of labor legislation, for which a fine is provided (Part 1 of Article 5.27 of the Code of Administrative Offenses of the Russian Federation).

And the salary paid to the director-participant can be taken into account as expenses for tax purposes in the general manner.

Confirmation of the authority of the general director for the bank

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1.

An approximate list of documents confirming the authority of the head of the organization[1]:

• extract from the Unified Register of Legal Entities;
• minutes (decision) of the general meeting of participants (shareholders, shareholders, etc.);
• an agreement on the transfer of powers of the sole executive body to a management organization or manager;
• order (resolution) on appointment to a position;
• court ruling (decision);
• charter (regulations);
• an extract from the Unified Register of Individual Entrepreneurs and a Certificate of state registration of an individual as an individual entrepreneur (for an individual entrepreneur).

2. An approximate list of documents confirming the powers of a representative of a person participating in the case[2]:

• power of attorney (power to conduct a bankruptcy case; the right of a representative to sign a statement of claim and a response to the statement of claim, applications for securing a claim, transfer of a case to an arbitration court, complete or partial waiver of claims and recognition of a claim, changing the basis or subject of a claim, conclusion settlement agreement and agreement on factual circumstances, the transfer of one’s powers as a representative to another person (subassignment), as well as the right to sign an application for review of judicial acts based on new or newly discovered circumstances, appealing a judicial act of an arbitration court, receiving awarded funds or other property, must be specifically provided for by the power of attorney (Article 36 of the Federal Law “On Insolvency (Bankruptcy)”, Article 62 of the Arbitration Procedure Code of the Russian Federation).
• documents confirming the authority of the legal representative (identity document of the parent, indicating the surname, name, patronymic of the person represented (in the absence of such data in the parent’s identity document, a birth certificate of the minor is additionally required); Certificate of transfer of the child to a foster family , issued by the guardianship and trusteeship authorities; Certificate of adoption; Certificate of guardian/trustee (for guardians and trustees - individuals); Decision of the authorized body to place the child in a special institution and power of attorney (for persons who are not the head of the institution), confirming the authority of the person applying act on behalf of the institution (if the functions of the guardian/trustee are carried out by such institution).

[1] The specific list and types of documents depend on the legal form of the legal entity [2] The specific list and types of documents depend on the type of representation
A reader of our forum, the head of an LLC, is outraged by the actions of the bank, which blocked the organization’s current account, which is why the company lost ability to pay taxes, pay salaries and benefits.

The reason for blocking is the end of the director's term of office. The indignant director has already visited the Federal Tax Service and the Social Insurance Fund. Labor inspectorate, where he was informed that it was necessary to pay taxes and wages. Fiscal officials are not interested in how these payments will be made.

You may ask, what’s so difficult about extending the director’s powers? The problem is the founders who have lost interest in their business and their whereabouts are unknown.

The general director, my authority, has expired. The bank, citing financial monitoring of Federal Law 115, stopped all movements on the account - salary, child benefits, bill payments, etc. I went to the tax office, consulted, they say that unconfirmed credentials do not exempt you from obligations - you must pay all taxes, payments, salary, etc.

I went to the Social Insurance Fund, they say that benefits are generally inviolable by anyone and no circumstances can interfere with payment. I went to the bank, it’s useless, let’s take the protocol and we’ll continue to talk.

I went to the labor office, I tell it like it is, they answer that they don’t care, sort out your shit yourself, and if there is a statement about non-payment of salary or benefits, we will rush to check)) I have several LLCs, there are no co-founders, what are their names? I have no idea how to search, should I write a wanted report to the police? While the police are looking for them, what to do with payments and current obligations, can I say that my credentials have not been confirmed, wait until the police find the right People (sarcasm). It is clear that I can draw up the minutes of the meeting myself and put the necessary signatures, but this cannot be done and I will not do this, this is my principled position. CRAP! What should I do?

— Mad_Shurik

The discussion participants noted that the only legal option is to extend the powers and it is impossible to force the bank to allow the use of the account when the director is no longer a director.

If you know a way out of this impasse, you can give advice to the director of the company in the forum topic “the powers of the general director have not been confirmed.”

Source: https://lawsexp.com/juridicheskie-sovety/podtverzhdenie-polnomochij-generalnogo-direktora.html

Change and appointment of a manager

Management of all current work of the company is carried out by the director. He is the sole executive body of the company. Its function is to organize the implementation of the decisions of the general meeting. The replacement and appointment of the director is within the competence of the general meeting of shareholders. But there is another option: the charter may indicate that the decision to change the director is made by the board of directors.

The reasons for the change may be related to various factors:

• the manager fails to cope with the tasks assigned to him, and therefore the company generates a loss;
• dismissal at will;
• illegal actions on the part of the manager.

The list is not exhaustive.

It is worth remembering that the procedure for dismissing the previous manager must be carried out in accordance with the existing norms of the Labor Code.

Decisions concerning the manager can be made by both the general meeting of shareholders and the board of directors (if this condition is included in the charter). Let's consider both options.

Obtaining copies of organization documents

Labor legislation and other regulatory legal acts containing labor law norms, or the constituent documents of an organization may establish procedures preceding the conclusion of an employment contract with the head of the organization (conducting a competition, election or appointment to a position, etc.) (Part 2 of Article 275 of the Labor Code of the Russian Federation ).

The document must be drawn up in accordance with the requirements of the law, the provisions of the statutory documentation and the competence of the company's participants.

When they end, the employment relationship with the manager is terminated or his powers are extended. What measures are provided for this, and what are the mechanisms for their implementation?

The document must be drawn up in accordance with the requirements of the law, the provisions of the statutory documentation and the competence of the company's participants.

The legal status of the general director is determined by the statutory documentation, which regulates the procedure for his appointment to the position and the term of office.

The powers of the sole executive body of the LLC have been transferred to a manager who has the status of an individual entrepreneur. How to correctly indicate the manager in the company’s documents (is it a legal error to choose not to indicate the status of an individual entrepreneur in contracts with counterparties: “... represented by the manager Ivanov I., acting on the basis of the charter”)?

If the decision is made by the general meeting of shareholders

What is a general meeting of shareholders?

According to Article 47 of the Law “On Joint Stock Companies” (No. 208-FZ dated December 26, 1995), the general meeting of shareholders is the highest management body of the company. Meetings of shareholders are divided into extraordinary, convened by the board of directors or director to resolve urgent issues, and regular (annual), convened once a year in the period from March 1 to June 30 to resolve the following mandatory issues:

• approval of annual financial statements;
• election of the board of directors;
• distribution of profits between participants, etc., provided for in Art. 47 of the Law.

The competence of this body includes solving key problems in the life of the company, including:

• making changes to the charter, increasing/decreasing the authorized capital;
• liquidation/reorganization of the company;
• appointment of a general director.

A complete list of actions within the jurisdiction of the meeting is contained in Article 48 of the Law and may be supplemented by the company’s charter.

A meeting of the general meeting is convened by its chairman. The quorum for this event must be at least half of the number of participants. Decisions at the meeting are made by voting. The company's internal documents may identify a person with a casting vote.

Minutes of the general meeting of participants on the change of director

Minutes must be kept at the meeting. According to paragraph 4 of Article 68 of Federal Law No. 208-FZ, it must be drawn up no later than three days after the event. The same norm regulates the content of the protocol. The following data is entered into it:

• place and time of its holding;
• persons present at the meeting;
• agenda;
• questions raised and voting results;
• decisions made.

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The document is certified by the signature of the chairman of the meeting. If during voting on any issue the rights of one of the participants were violated, and as a result a decision was made against which he voted, this person has the right to go to court to appeal the decision.

You can download sample documents at the end of the article.

Do I need to notify the tax office, counterparties and banks?

There is no need to send a notification to the tax office about the extension of the powers of the general director. Since there has been no change of director, the Unified State Register of Legal Entities will continue to contain up-to-date information about the head of the organization. There is no need to submit any additional applications in this regard.

An application for amendments to the Unified State Register of Legal Entities in form P14001 is submitted in cases where a new general director has been appointed, or the data of the old one has changed (last name has been changed, a new passport has been received, etc.).

It is also not required to notify counterparties about the extension of the director’s term of office, unless specifically requested.

However, banks prefer to receive information about all renewals of powers of the director of the organization. Therefore, a copy of the decision must be provided to the bank servicing the organization’s accounts.

This can be done either by handing it over to the operator at the office, or online through the bank-client system. The remote banking systems of the largest banks (such as Sberbank and others) contain the function of remote submission of documents on the extension of the director’s powers.

If the decision is made by the board of directors (BoD)

What is a board of directors

According to Article 64 of Federal Law No. 208-FZ, the Board of Directors is a management body that manages the activities of the company. The exception is those issues that fall within the competence of the meeting of shareholders.

The Board of Directors makes decisions on many key issues in the life of the company, for example:

• approval of the annual report;
• profit distribution;
• change and appointment of a new manager;
• determination of the main directions of the company’s activities;
• approval of internal documents.

A complete list of actions within the jurisdiction of the SD is contained in Article 65 of the Law. If some actions are not specified in this norm, then information about them can be included in the company’s charter.

This body carries out its activities through meetings (mandatory quorum - at least half of the members of the Board of Directors). The procedure for conducting them and frequency are determined by legislative acts and the charter of the company. The right to convene a meeting, according to Article 68 of the Law, is vested in:

• Chairman of the Board of Directors;
• members of the Board of Directors;
• audit committee;
• company auditor;
• executive body of the company;
• other persons determined by the charter.

All additional conditions for holding this event must be stipulated in the company’s charter.

Minutes of the meeting of the Board of Directors on the change of director

According to paragraph 3 of Article 69 of the Law, the BoD has the right to establish and terminate the powers of executive bodies. The protocol for this event will differ slightly from the sample presented above.

Order of conduct

As a rule, at a general meeting, decisions are made by majority vote:

• on the creation, reorganization, liquidation of an LLC;
• approval of the charter and amendments to it;
• participation in other legal entities;
• formation of executive bodies and elections of management bodies;
• approval of the annual report;
• appointment of an audit or audit.

The initiative to convene a meeting belongs to the executive body or a group of participants, numbering at least a certain percentage of their number according to the constituent documents. The procedure must meet the requirements of the law governing the activities of the organization and the charter. All members must be given advance notice containing the date, time, location and agenda.

In order to verify the legality of the meeting and the presence of a quorum, it is recommended to register those arriving with an identification document and affix the signature of the participant next to their last name.

The minutes must reflect its entire course, speeches of participants, debates, discussions of agenda items, voting and its results, decisions made :

• The introductory part indicates the start and end date of the meeting, the number of people taking part in it, the percentage of those who arrived to the total number of members of the organization, the presence or absence of a quorum, as well as the issues included in the agenda.
• The main part describes the sequence of consideration of issues, and you can draw up a short protocol with a record of the agenda item and the decision made, or a full one with a recording of the speakers’ speeches, remarks, and opinions.

At the end of the meeting, official minutes are drawn up based on the notes kept by the elected secretary. Its production time is usually from 3 to 5 days . The prepared document is signed by the presiding officer and the secretary and is stored along with all the documentation of the meeting: notification, registration sheet, draft notes on the progress of discussions.

Meetings of participants can be held by absentee voting, without convening all members of the organization. In such cases, the initiators notify in the usual manner about the convocation and the procedure for making decisions on the issues on the agenda. Voting is carried out by filling out ballots sent by the organizer within a certain period. Based on the results of counting the votes reflected in the ballots, a protocol is drawn up. This form of voting can also be used in regular in-person meetings in order to exclude the fact that a participant refuses to express an opinion.

For JSCs and LLCs, the legislation provides for notarization of decisions made . But if the charter establishes that the protocol must be signed by all participants in person or using an electronic signature that allows one to reliably establish the will of the voter, then there is no need to involve a notary.

Features of protocol preparation, general information

Currently there is no standard, mandatory form for the protocol on the extension of the powers of the general director. Based on this, representatives of organizations have the opportunity to write it in any form, or according to a model approved in the accounting policy of the enterprise. The main thing is to ensure that the structure and content of the document meets certain office work standards.

The protocol should be divided into three parts:

At the beginning, the so-called “header”, information about the organization is entered, in the main part - information about the persons present at the meeting, as well as the progress of the meeting, and in the end - the decision of the company’s participants.

The protocol must be signed by all those present - in this way they confirm that all the information included in it is correct.

It needs to be stamped only if the requirement to use various types of cliches is enshrined in the local regulations of the company.

The protocol is drawn up in one original copy ; if necessary, additional copies can be made, which must be certified by the signatures of the responsible persons. Information about the form must be entered in the company's internal papers journal - it is usually kept by the company secretary.

What is an extract?

An extract from the protocol is an exact copy of it on a specific issue or part . Any member of the organization or his authorized representative has the right to demand it. Upon receipt of a request, governing bodies are required to provide the document within a reasonable time, usually not exceeding 7 days.

The extract should not be confused with a photocopy, since this is a separate document, and it is drawn up in the same order as the protocol itself, indicating those present, the agenda, discussions on a specific issue and the decision made.

The document is marked with the signature and position of the certifying person and the date of preparation. It is provided in cases where there were a large number of issues on the agenda of the meeting and the minutes contain a large amount of information not related to the rights of the person requesting its issuance.

General Meeting of Shareholders

The activities of joint stock companies are regulated by federal law, which contains a requirement to disclose information, including information about the holding of a general meeting, by publishing it on the Internet within 2 days

In case of violation of this norm, the company may be brought to administrative liability. The document itself must be drawn up no later than 3 days from the closing date of the meeting.

Publication does not deprive shareholders of the right to demand an extract, which the sole management body represented by the director is obliged to provide to him.

Meeting of LLC participants

The Law on Limited Liability Companies does not establish a deadline for preparing the protocol, but it may be provided for in the charter. In addition to the information specified above, the document must reflect the voting results indicating the number of those voting for the decision, against and abstaining.

Within 10 days from the date of registration of the meeting results, they must be sent to all participants, otherwise the governing bodies may be brought to administrative liability. Any participant can also request an extract.

For more information on how to conduct this meeting, watch the following video: