Step-by-step instructions for changing the CEO of an LLC in 2021

When the powers of the general director are terminated

It happens that the director of an LLC wants to resign. It will be difficult if not all founders agree with this, but if they do, it will also be difficult. There is such a problem with LLCs: almost every step needs to be supported by documents, otherwise any dissatisfied founder can go to court and challenge the company’s decision. We explain how to act in the calmest case - when the director is ready to resign, and everyone agrees with this.

1. A change of employee holding the position of general director must, by default, be accompanied by a procedure for dismissing the old employee and hiring a new employee, which includes the corresponding decisions of the meeting of participants of the business company.

2. According to Art. 42 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ, the powers of the single executive body (SEO) can be transferred to the manager (entrepreneur or organization). Therefore, if the participants made such a decision, the corresponding changes must be recorded in the minutes of the meeting of participants and the charter of the company.

3. Art. 40 of Law No. 14-FZ stipulates that the powers of the individual executive organization must have a certain period. The concept of term in this context can be found in Art. 190 of the Civil Code of the Russian Federation, which defines it as a time period or an indication of an event that must inevitably occur. Thus, the term of office of the general director of an LLC cannot formally be indefinite, even if an open-ended employment contract is concluded with him. Each extension of the term of office must be recorded in the minutes (decision) of the meeting of participants.

Whatever the reason for the change in the head of the enterprise, the list of documents to be completed is almost identical, but it varies depending on the basis for such a change. Therefore, first we will take a step-by-step look at the standard procedure for changing one head of an organization to another, and then we will move on to special cases and nuances.

First of all, the change of the sole legal entity must be recorded in the minutes of the meeting of company participants or in the decision of the sole founder. The same protocol (decision) can record both the fact of removal of powers from the previous general director and the assignment of powers to a new employee or manager.

IMPORTANT From the moment of signing the protocol (decision) on changing the general director, the enterprise has only 3 days to submit the corresponding notification to the tax office (clause 5 of article 5 of the law {amp}amp;quot;On state registration of legal entities and individual entrepreneurs" dated 08.08 .2001 No. 129-FZ).

About the dismissal of the general director on his own initiative, read the material: “Dismissal of the general director at his own request.”

As we described above, the powers of a single executive officer cannot be issued to an official for an indefinite period, therefore, as a rule, its maximum duration is 5 years. After this period, the powers of the head of the enterprise can be extended for the same period, as evidenced by the protocol (decision) of the LLC participants, as well as the order on the extension of powers.

If a fixed-term employment contract is concluded with the general director, its extension is not provided for by law (Part 1, Article 79 of the Labor Code of the Russian Federation, Article 275 of the Labor Code of the Russian Federation). At the same time, an employment contract not terminated due to expiration, in accordance with Art. 58 of the Labor Code of the Russian Federation, reclassified as unlimited. Thus, if it is necessary to maintain a fixed-term employment relationship, the best solution would be to terminate the employment contract and conclude a new agreement for the next term. Records of dismissal and hiring must also be made in the official’s work book.

At the same time, the legislator does not require the submission of a notice of extension of the powers of the general director, since such an operation does not change the information contained in the Unified State Register of Legal Entities. Therefore, in this case, submitting an application to the Federal Tax Service in form P14001 is not required; it is only sufficient to correctly draw up local documents.

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The director of an LLC is the sole management body of the company with virtually unlimited powers. But in most cases, this is a hired employee, therefore, when the owners consider his management to be ineffective, the question arises of appointing a new general director.

https://www.youtube.com/watch?v=ytcreatorsru

Before changing the director of an LLC, you need to understand that this process is clearly regulated by the legislation of the Russian Federation, as well as the company’s charter. Reasons why managers are changed:

• The agreed period for fulfilling the duties of the general director has expired. The founders of an LLC are required to notify the director about this in writing no later than 3 days before the end of the fixed-term contract (Article 79 of the Labor Code of the Russian Federation);
• the manager expressed a desire to terminate his official activities. He is obliged to submit an application for dismissal one month in advance (Article 280 of the Labor Code of the Russian Federation);
• termination of employment relations by agreement of the parties in “outplacement” positions (compensations are provided);
• death of an official.

The range of these provisions can be covered more widely in the company's charter. But these reasons do not relate to the assessment of the professional qualities of a manager. Therefore, dismissal in other cases will occur at the initiative of the employer in accordance with Art. 81 of the Labor Code of the Russian Federation in connection with the ineffectiveness of the director’s activities. In this case, the reasons for dismissal may include:

• failure by the general director to fulfill his official duties;
• violation of trade secrets;
• causing damage to the health of employees and company property as a result of unreasonable decisions made.

The founders of the company have the right to carry out early dismissal of the director without explaining the reasons (Article 278 of the Labor Code of the Russian Federation). Clause 9 of the Resolution of the Plenum of the Supreme Court No. 21 of 06/02/2015 explains that the owners of an LLC can terminate the employment contract with the director at any time, regardless of whether it was fixed-term or indefinite.

Upon termination of the employment agreement with the manager in accordance with the provisions of Art. 278 of the Labor Code of the Russian Federation (in the absence of guilty actions), he is entitled to monetary compensation, the amount of which is specified in the employment contract. If the size is not agreed upon by the parties, then according to the general rule of Art. 279 of the Labor Code of the Russian Federation is three average salaries.

In the case where the company has several participants and one performed the duties of the general director on the basis of an employment agreement, after its termination, the founder still remains part of the company. The decision of the participants to remove and appoint a new director is documented in the minutes of the general meeting. The fact of termination of the powers of the previous director should be notified to the tax authority for subsequent registration of changes in the Unified State Register of Legal Entities (notification is sent within three days), as well as banks serving the company and partners.

If the general director and the founder of the company are the same person, then the basis for relinquishing the powers of the director is his own decision made by the sole participant of the company. The sole founder does not need to draw up a protocol. At the same time, this decision appoints a new director of the company, who must notify the tax office, banks and counterparties of the change of director.

Types of info letters

There are quite a few types of newsletters. Their main purpose is to inform the interlocutor, which may involve performing a variety of tasks - notification, statement, confirmation of intentions, advertising message (commercial offer) and much more.

The main task is to notify the client, partner, colleagues, employees of branches, and other departments about the most important company events expected in the near future:

• change of director, chief accountant and other employees;
• change of details;
• change of legal or actual address;
• preparation for inventory;
• changing the work week, reducing hours, etc.

The sender can also report on any informal events - preparation for a corporate party, celebration of the company’s anniversary, exhibition, etc.

This letter can serve as an informational occasion to “remind” yourself or simply confirm intentions in response to a request. For example, a company is negotiating a deal, but at various times for some reason it periodically interrupts them. Subsequently, management came to the conclusion that the deal would indeed be profitable, so a letter of confirmation of intentions could be sent to the partner.

The document has a free form. However, it is built according to a generally accepted algorithm. So, at the very top of the sheet are usually located:

• Company details. There is simply some free space left on the form for them. Ideally, all documents of this scale and focus are printed on the letterhead of a specific organization, which initially contains its name, address, telephone number and other contact information.
• Letter number. It is necessary for correct registration of outgoing correspondence.
• Date the document was signed. Without a signature, it has no legal force.
• Destination. If this is a legal entity, then the organization is indicated first, then the position and name of the specific employee of this organization to whom the message is intended.

In addition to the introductory part, which is the same for a large number of documents, the letter about the change of director has a main part. It may begin with the phrases: “By this letter we notify you...” or “By this letter we inform you...”, or simply “We inform you that from today Ivan Ivanovich Ivanov has been appointed general director.”

To the director of LLC...

According to the contract number... from...

https://www.youtube.com/watch?v=ytaboutru

Based on the protocol of the founders from... date... to perform the duties of... position... LLC... from... date... began... Full name.

Applications:

1. A copy of an extract from the Unified State Register of Legal Entities.

General Director.. date.. Full name.
It should be noted that a legal entity has the obligation to notify only tax authorities and banking institutions about changes that have occurred; in other cases, this is done at the discretion of management. However, as practice shows, in order to avoid misunderstandings with business partners, it is better to notify them as well.

Information messages, regardless of their author and addressee, should relate only to the activities of the sending organization or related circumstances. At the same time, they must meet certain requirements in terms of structure and content:

1. First of all, it should be noted that the information letter should always contain:
2. details of the sender and recipient,
3. correct address address (for example, “Dear Petr Semenovich”, “Dear Irina Viktorovna”, “Dear colleagues”, etc.). But if the addressee is not defined, which sometimes happens, then you can limit yourself to the greeting “Good afternoon!”
4. Next comes the main, informational part of the letter. Here you need to indicate the reason and purpose for writing it, as well as everything else that is related to the matter being described: news, suggestions, changes, requests, explanations, etc.
5. Below in the letter you need to write a conclusion that should summarize all of the above.

If any additional papers, video and photo files and evidence are attached to the letter, this should also be noted in its content as a separate paragraph.

Even at the stage of submitting an application to participate in public procurement, a potential supplier is required to provide general and banking information. This is necessary for drawing up a contract after the tender. Accordingly, if an organization, during the preparation of a tender proposal, is in the process of changing any of the above data, then it should indicate new data in its application.

Moreover, such information will become available to the customer only after opening the envelopes (opening access to electronic documents), when it will no longer be possible to make changes. It should be remembered that before the deadline for submitting competitive and auction applications, the participant can withdraw the proposal, make adjustments and resubmit it.

In the case when the application has already been submitted, the participant has won the tender and the need to change the details arose at the stage of concluding the contract, instead of a notification, a protocol of disagreements is drawn up.

1. Letters-messages. They represent a notification (notification) about some processes. For example, about changes in prices for your goods or services, about a change in the general director or company details (including bank details), about concluding contracts, increasing the volume of supplies, etc.
2. Application letters. They talk about what the addressee is going to do in the near or distant future. For example, increase prices, stop cooperation with the addressee, or self-destruct.
3. Confirmation letters. Everything here is boring and banal - “hello, Ivan Ivanovich, I received the goods, they also sent the accompanying documents, thank you, all the best.”
4. Reminder letters. They inform the addressee that he needs to do something - for example, fulfill his obligations under the contract.
5. Advertising and information letters. As a rule, they are the longest and often resemble sales proposals. For anyone to read these messages, they must be at least a little interesting and not too banal.

This classification is conditional, but in general it gives an idea of ​​the functions of information messages. If necessary, additional materials can be attached to letters. Very often, message letters (as well as advertising and informational letters) are sent at the request of partners and other interested parties.

You can find a sample information letter.

Prepare minutes of the general meeting

Article 36 of Law 14-FZ - on the procedure for convening a general meeting

• Invite participants to the meeting. All founders must be present at the meeting. If one is missing and the others decide to change the director, the decision can be challenged.
  By law, invitations to a meeting must be sent by registered mail. But the charter may indicate another method. Therefore, if the company’s charter says that you invite by email, telegram or Facebook message, that’s fine. This is difficult to spell out correctly, but that’s not the point now. For now, it is important that such an opportunity exists.

  Another reliable method is notification against receipt, if this is specified in the charter. You write a notice, give it to the participant, and he signs. That's it, you're invited to the meeting. Refuses to sign - registered letter. There is no escape from it.

  Clause 4 of Article 36 of Law 14-FZ

• Respect the invitation deadlines.
  According to the law, notice of a meeting must be given thirty days before it, no later. But here the charter again defeats the law: if other deadlines are indicated, act according to them. Clause 5 of Article 36 of Law 14-FZ

You can also hold a meeting urgently and not follow the rules about notifications and deadlines. There is a separate article for this in the LLC law. For example, you decide to hold a meeting the day after tomorrow and write about it to the founders on Facebook. If all participants attend the meeting, it is legal.

• Register participants. The LLC law stipulates the registration of meeting participants: they come, show their passport, the director verifies them and writes them down.

All this looks terribly boring and even funny if all the founders of the company have known each other for a long time and communicate. But tediousness in this matter is the most reliable way to change the director without delay.

Article 37 of Law 14-FZ - on the procedure for holding a general meeting

After the meeting, minutes must be drawn up. It reflects everything that happens at the meeting: where it took place, who was at it, what issues were considered and the results of voting on these issues.

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https://www.youtube.com/watch?v=https:UoXy7Rhcd3w

Article 181.2 of the Civil Code - on the adoption of a decision by the meeting. It also states what must be included in the protocol.

The minutes of the general meeting are drawn up by the director. If he is not at the meeting, then the chairman of the meeting. The minutes are signed by the chairman of the meeting and the secretary.

You should have two questions on your agenda:

• termination of powers of the previous director;
• election and appointment of a new director.

This is what the beginning of the minutes looks like: where and when the meeting was held, who participated in it, who was the chairman and secretary, what issues were on the agenda

You also need to provide information about the voting results:

• date, time and place of the event;
• passport details of meeting participants;
• voting results for each issue;
• who counted the votes;
• who voted against the decision of the meeting and demanded that it be recorded in the minutes.

This is what society’s decision on the agenda looks like: what was proposed, how they voted, what was decided. The chairman, secretary and all founders sign at the bottom of the protocol. There should still be a second question in your minutes - about the appointment of a new director.

Article 67.1 of the Civil Code - in paragraph 3 on how the decision of the meeting is confirmed

The minutes of the meeting must be notarized - this is required by the civil code. But there is an exception: if you previously decided that the protocol does not need to be certified by a notary, and this is stated in the charter, then the signatures of the participants are sufficient. Or another method that is in the charter.

Special cases

In addition to the tax authorities, the banks that serve the company are also required to inform about the change of director. This is enshrined in Bank of Russia Instruction No. 153-I dated May 30, 2014.

In addition, the newly appointed manager must visit the banking organization in order to leave samples of his signature there. Only after this action has been completed will his “autograph” truly certify money orders and other financial documentation of the organization.

You will not be able to change your phone number if the application contains incorrect information. Also, the change will not be carried out if there are errors in the form.

After sending the application, the verification is carried out automatically by the bank. A new IMSI number is also requested from the SIM card operator.

In the future, when sending messages to confirm the signature of a contract, an IMSI check will be performed.

Section "Questions and Answers"

Terminate the employment contract with the director

Dismissing the director is another tedious quest:

Form No. T-8 on the Consultant’s website
• issue an order to terminate the employment contract with the employee in Form No. T-8;
• accept from the director the affairs and property of the organization according to the act. The act describes what the previous director transfers to the new one: documents, charter, seal, keys to the safe, printers, ficus in a pot - if this is the property of an LLC;
• pay the director a salary, compensation for unused vacation, benefits;
• make a record of dismissal in the work book and personal card;
• hire a new director.

Applications

Since the new boss is signing, the letter needs evidence of the information provided, otherwise it would open up wide opportunities for scammers. Proxies could take advantage of the resulting confusion when reporting this type of information. Therefore, the following must be attached to each letter about a change of general director:

• A copy of the minutes of the general meeting at which the decision on his appointment was made. In practice, for convenience, it also prescribes the dismissal of the old one.
• A copy of the power of attorney for signing the documentation.
• A copy of the order on the appointment of the general director. The meaning of the power of attorney may be included in it.

Only the first paper will be required, but by attaching copies of the others, you can make your appeal more reasoned. Each organization in this case acts in accordance with its Charter.

The final part of the letter is the signature of the new general director and, if possible, the seal of the organization. In this way, counterparties and other persons to whom the letter will be addressed will learn how the new manager signs.

Notify the tax office and bank about the change of director

Now you need to make changes to the Unified State Register of Legal Entities and tell the bank that the director has changed.

Application form for amendments to the Unified State Register of Legal Entities on the tax website

To notify the tax office, fill out an application on form No. P14001. It will need to be certified by a notary. The new director must do this - a notary will certify his signature on the application. Then it must be taken to the tax office, the one where the LLC was registered.

The notary will also ask for the original charter, LLC registration certificate, Taxpayer Identification Number (TIN) and minutes of the meeting.

The main thing is to notify the tax office within three working days from the change of director, otherwise you will be fined 5,000 rubles. The tax office may also ask for a decision to change the director and an order to appoint a new one, so take it with you just in case.

Now let's deal with the bank. You need to inform the bank when the tax office enters the new director into the Unified State Register of Legal Entities. According to the law, there are five days for this. When the information in the Unified State Register of Legal Entities has been updated, the tax office issues a record sheet with the updates.

You need to take with you to the bank:

• decision to change the director;
• order to appoint a new director;
• the same record from the tax office.

The bank may additionally ask for a charter or some other documents, so it is better to find out about this in advance from the support service.

How to fill out

The document in question contains a request to make changes about the new director to the register. The notification form has number P14001. It was established by Federal Tax Service order No. ММВ-7-6-25 and is designed to read information by machine. Therefore, it is important to know some nuances:

• The form must be filled out by hand in block letters;
• black ink is used to write data;
• no errors or corrections are allowed;
• spaces are needed between words;
• if a word needs to be transferred, no signs are placed;
• when a word begins on a new line, and the previous one completely fits into the previous one, leave an empty cell (the computer will mistake it for a space).

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What must be submitted to the bank if the general director has changed?

Hello, a current account was opened with Sberbank, then the general director changed, what is required for the change?

When changing the general director of an LLC, the signature card of the first person must be changed. To do this, contact the bank with the decision or minutes of the general meeting, the order of appointment to the position and the Unified State Register of Legal Entities entry sheet.

LLC/IP registration

• LLC registration LLC registration in 2021
• Complete instructions for registering an LLC
• Form P11001: rules and examples of filling out
• Sample documents for LLC registration
• Examples of filling out documents
• Registering an LLC through the MFC

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How to get

The procedure for issuing a notice of a change of general director depends on how you submitted the documentation (see table).

New director. Documents for replacing the signature card

What documents should I bring to the bank (originals, copies) in order to replace the sample signature card and digital signature card when changing the director? Trust but verify?

https://www.youtube.com/watch?v=upload

Gainullin Roman [12.04.2012 22:35:21]: When changing the director, you must provide: - the passport of the new director; - minutes (decision) of the general meeting of participants on the change of director; - certificate of making an entry in the Unified State Register of Legal Entities; - order assigning responsibilities for accounting to the manager (provided if the manager personally conducts accounting; - extract from the Unified State Register of Legal Entities (no later than 10 working days from the moment of its issue);

there is a slight difference in the answers, right?

Good evening Sergey, the correct answer is the second option, since the expiration date of an extract from the Unified State Register of Legal Entities has changed and now it is not 5, but 10 working days from the date of its issuance. Also, an order assigning accounting responsibilities to a manager must be provided only if the manager personally conducts accounting.

Who signs?

When drawing up a document, many people wonder who should certify the letter: the old or new general director of the organization. The answer here is clear: new. After all, the document on his appointment has already entered into force. And even if the tax authorities are still in the dark about the change of director, only the new boss now has the right to sign and certify the documentation with his visa.

In practice, a situation often occurs when two people are in power in a company at once.

In order to avoid such moments and possible related troubles, it is necessary to immediately indicate in the minutes of the meeting of owners on this issue specific dates for the dismissal of the previous employee and the appointment of a new one.