HR records management
Anastasia Pimenova
Accountant expert with 10 years of experience
Current as of December 10, 2020
The head of the organization begins to perform his duties on the basis of a special administrative document. We will tell you how to draw up an order for the appointment of a general director and provide a sample of it.
Why do you need an order to appoint a general director?
The powers of the general director are determined by the employment contract and the charter of the company. Both your own employee and a third party can be appointed to a leadership position.
The first person of the organization has no right to take up his duties without issuing an appropriate order. Such a document is drawn up on the basis of:
- minutes of the general meeting of founders;
- or the decision of a single participant.
The term of office of the director is determined by the charter. According to Art. 58 of the Labor Code of the Russian Federation, a fixed-term employment contract is valid for no more than 5 years. This means that the maximum period of service as CEO is 5 years, followed by a new appointment.
An order to assume the position (appointment) of a manager is required:
- to notify government authorities and carry out registration actions in the Unified State Register of Legal Entities;
- to inform employees of the organization;
- in the course of further work - to confirm the right to sign (for example, in a bank).
The manager may be assigned a probationary period of up to 6 months (Article 70 of the Labor Code of the Russian Federation).
How to register a person who will temporarily replace the director
A manager, like any other employee, can ask to take a vacation, go on a business trip, or go on maternity leave. In this case, a person must appear who can replace the boss and fulfill his duties. There can be many candidates for this job - from external part-time workers, to deputies and people who can work part-time. But regardless of who replaces the main person of the enterprise, it is necessary to issue an order appointing an acting director. A sample of this document is below.
The order is very similar to similar personnel documents and contains the same details: date of preparation, text of the order, grounds for its issuance, information about the person who made the decision (in our case, the general director).
Sample order for the appointment of a general director
The document with all the main details looks like this:
The text of the order can be stated in another way:
If the sole founder assumes the position of general director personally, an employment contract is not concluded (Letter of Rostrud dated 03/06/2013 No. 177-6-1, Letter of the Ministry of Finance dated 02/19/2015 No. 03-11-06/2/7790).
Can a manager be self-employed? Read this article.
Is an employment contract necessary after the order?
Signing an employment contract with yourself, at first glance, seems crazy. But according to existing Labor legislation, such actions are permitted. Moreover, this document should contain fundamentally important points that relate to tax deductions (this depends on the accrued wages).
Thus, if you do not register the level of your own salary, you may incur administrative liability in the form of a fine at the very first tax audit.
What to do after issuing an order to appoint a general director
Taking on the position of a manager entails:
| Standard Consequences | Special Consequences |
| Submitting an application to the Federal Tax Service to make changes to the Unified State Register of Legal Entities within 3 working days from the date of issuance of the order (form No. P13014, introduced by Federal Tax Service Order No. ED-7-14 dated August 31, 2020 / [email protected] ). The registry data will be updated within 5 working days |
Can a director work part-time - see here.
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.
Sources: Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”
You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.
Power of attorney for the right to sign documents
Another option for a document certifying the right to sign is a power of attorney. Two types of these documents should be distinguished:
- A power of attorney, which is issued by the head of an organization and provides the opportunity to sign various papers on his behalf. Their list should be reflected in the power of attorney. This is necessary to exclude the possibility of going beyond the limits of one’s powers;
- Notarised power of attorney. These papers are issued only by notaries. They are performed on special forms.
These papers have fundamental differences. A manager’s power of attorney may allow him to make transactions on his behalf, conduct business activities, and so on. That is, the authorized person gets the opportunity to perform significant actions in relations with partners or contractors of the enterprise. Meanwhile, a notarized power of attorney is issued for representation before judicial authorities or government authorities.
Rules for renewal of powers
Prolongation is carried out on the basis of a decision of the meeting of founders, staff, and shareholders. Based on this solution, a protocol is created. If there is only one participant in the company, it is not necessary to draw up a protocol. After preparing all the required documents, an order is issued. On its basis, an additional agreement to the contract is drawn up.
An extension order must be issued before the expiration of the employment agreement. If this period has already expired and the order has not been drawn up, the general director will have to be fired and then hired again. This is an additional waste of time for documentation, and therefore it is recommended to draw up the order in a timely manner.
IMPORTANT! If the contract expires and no extension order is issued, the general director will not be able to sign the documents. If he does this, the legality of the transactions may be challenged.
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Order for the right to sign documents for the director
If a power of attorney is not suitable for one reason or another, you need to draw up an order. The essence of this decision is the employee’s ability to act on behalf of the manager. At the same time, the terms of his powers must be clearly defined. For example, when purchasing equipment or concluding a contract, a seconded person may be given the ability to draw up documents on behalf of management. And they will be accepted as valid without additional approvals or approvals.
Answers to common questions
Question: Is it necessary to indicate in the order information about bonus payments due to the employee?
Answer: No, the order does not indicate the payment of bonuses to the employee; they are prescribed in a separate appendix to the staffing table.
Question: An employee hired by an individual entrepreneur as an executive director asks to be given a copy of the order on his appointment. Do we have the right to do this?
Answer. Yes, the desire of a new employee is completely legal, so you can make a copy of the order on his appointment and issue the document to the new employee.
Question: Is it necessary to indicate the employee’s personnel number in the individual entrepreneur’s order?
Answer: If an entrepreneur has more than 50 employees on staff, then upon hiring they are assigned a personnel number. In this case, the number is reflected in the order.
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Who appoints whom?
It is absolutely true that an entrepreneur bears independent and sole responsibility for his business, for his financial and economic affairs, for accounting and reporting. Consequently, he performs the functional responsibilities of a manager. But the law prohibits registering an entrepreneur as a director, and does not provide for paying salaries to oneself. An order to appoint oneself as a director for an individual entrepreneur is not a necessary action; all this implies the status of an individual entrepreneur. But the law also stipulates that an entrepreneur has the right to hire employees according to production needs and staffing schedules. And among this number of employees there may well be appointed managers. Therefore, this solution to the issue is suitable for entrepreneurs.
If you retire and hire a director, then include in the staffing table a unit of management personnel from the unified qualification directory, but not the general director. An executive director, a commercial director, a direction director, a director of sales, personnel, a manager, etc. will suit you. The only thing you don’t need to do is appoint a sole manager, the first person of the company, since he will always remain registered in accordance with the law an entrepreneur, even retired. And only you will bear all responsibility to the state. If you have hired a person, a specialist, on whom you want to entrust all responsibility for running the business, then his position will sound somewhat different than that of the general director, and an order must be issued for him.
Such a document is written according to generally accepted standards of office work. The standard order form can be obtained from the 1C Accounting program, or downloaded from the Garant or Consultant information and reference system.
