The general meeting of founders can be either regular (with a set frequency) or unscheduled (due to the need to make local decisions). Each official meeting of the LLC founders must be documented.
The appointment of a general director can also be either planned (due to the expiration of the employment contract) or unplanned (early on the initiative of the employee or employer).
In any case, the decision to change the director of the company must be recorded by a decision of the meeting of the company's participants (subclause 4, clause 2, article 33, clause 1, article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ) .
In case of extension of the powers of the company's chief executive, it is also necessary to record this decision with a similar agreement.
Why do you need a protocol on the change of general director?
The protocol on the change of director is a document establishing the powers of the new general director by the general meeting of the owners of the organization.
If the company has only one owner, then in order to approve the powers of the new head of the company, a document is issued that has a similar legal nature, but is called differently: the decision of the sole founder. Attention! Sample from ConsultantPlus See a sample decision of the sole participant on the extension of the powers of the General Director from K+.
Based on the protocol (decision of the founder), an employment contract is concluded with the new head of the company. If the protocol is not published and the employment contract is signed, then the director will not be able to carry out the necessary actions to manage the organization, while the company will have to pay him a salary.
In turn, the director can exercise his powers without an employment contract, if he is the sole founder of the company. His powers are established by civil law, independent of labor law.
Do you need an employment contract with the general director - the sole founder? Find out here.
Formally, it is possible to exercise powers without an employment contract and with a hired director. But in this case, his company will directly violate the Labor Code of the Russian Federation in terms of norms prohibiting forced labor.
Thus, the purpose of the minutes of the meeting of founders on the change of director is to establish at the local level a norm about the acquisition by the new director of the necessary powers to manage the organization.
IMPORTANT! Within 3 days after signing the protocol, you must submit to the Federal Tax Service application R13014 (clause 22 of the Administrative Regulations by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169n), reflecting the fact of the change of director, as well as a copy of the protocol. If this is not done, the Federal Tax Service may impose a fine of 5,000 rubles (Article 14.25 of the Code of Administrative Offenses of the Russian Federation).
Let's study in more detail the procedure for adopting this protocol, as well as what this document might look like.
You will find a scheme that will allow you to competently arrange a change of director in ConsultantPlus. A free trial of full access to the legal system is available.
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.
The procedure for adopting the protocol on the change of director
The powers of the director are established by civil law, which functions separately from labor law. However, the protocol in question is still expected to include language related to labor legislation.
In any case, it is highly desirable to synchronize the two indicated types of legal relations. This is due, in particular, to the fact that the protocol in question will be the basis:
- to cancel an agreement under the Labor Code of the Russian Federation with the current director;
- drawing up an employment contract with the new manager.
The protocol in question can be accepted:
1. At a general meeting of owners initiated by any of them.
The subject of discussion will be the dismissal of the director from office. At the same time, the grounds for cancellation of the employment contract will be considered and recorded in the protocol. For example:
- established by art. 81 of the Labor Code of the Russian Federation (illegal actions of the director, which led to damage to the company);
- established by art. 278 of the Labor Code of the Russian Federation (dismissal of a manager at the request of the owners).
Moreover, in the second case, the director is entitled to compensation in the amount of 3 average monthly earnings, unless otherwise provided by law. The procedure for its payment can also be considered during a meeting of business participants.
2. At a general meeting of owners initiated by the director himself.
In this case, the agenda may include the dismissal of the director at his own request (Article 280 of the Labor Code of the Russian Federation). In this case, the director must notify colleagues about the start of the meeting 1 month before the scheduled date of its holding.
For details, read the material “Dismissal of the General Director at his own request.”
My own lawyer
Limited Liability Company "Alma" MINUTES No. 10 of the general meeting of participants of the limited liability company "Alma" Moscow March 01, 2021 Type of general meeting: extraordinary. Form of conduct: in-person presence (meeting).
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Venue of the general meeting:
Moscow, st. Michurinskaya, 23.
Time of the general meeting: March 01, 2021, 14:00. Total number of participants of Alma LLC (hereinafter referred to as the Company): 2.
Present at the meeting are: 2 members of the Company: – Zomer LLC (share in the authorized capital – 60%); – Vityaz LLC (share in the authorized capital – 40%). The meeting is valid. Chairman of the meeting: A.V. Lukin. Secretary of the meeting: E.V.
Ignatenko. AGENDA: Election of the General Director of the Company for a new term. On the agenda: Speaker: A.V.
Lukin with a proposal to re-elect the current General Director of the Company for a new term.
Issue put to vote: to elect Alexey Valeryevich Lukin (passport series 08 62 No. 134456 issued on January 16, 2008 by the Severnoye Tushino District Department of Internal Affairs, Moscow, department code 772-023) as General Director of the Company for a new five-year term from March 2, 2016 .
Voted: “FOR” – unanimously; “AGAINST” – no; “ABSTAINED” – no. Persons who voted against the decision of the meeting and demanded that this be recorded in the minutes: none. Decision made: to elect Alexey Valerievich Lukin (passport series 08 62 No. 123456 issued on January 11, 2001
District Department of Internal Affairs "Severnoye Tushino" of Moscow, division code 772-023) as the General Director of the Company for a new five-year term from March 2, 2016.
The vote counting was carried out by: A.V. Lukin. Chairman of the meeting A.V. Lukin Secretary of the meeting E.V.
Ignatenko A decision on the re-election of a director must be made if: - the general director works in the LLC under a fixed-term employment contract and - the company intends to conclude a new fixed-term employment contract with him (in particular, due to the fact that the old one is expiring). By default, the decision is made by the general meeting of participants.
Protocol on change of director: document structure
The minutes of the meeting of founders on the change of director should reflect:
1. Date, place of its compilation, name.
2. Name of the organization.
3. Composition of present owners, presence of quorum.
4. Full name of the meeting chairman, secretary.
5. Agenda:
- termination of powers of the current director (indicating his full name);
- election of a new leader (indicating his full name).
6. Positions of meeting participants on both issues on the agenda (with references to the provisions of the Labor Code of the Russian Federation and other sources of law, if necessary).
7. Voting results for each of the owner positions.
8. Provisions defining:
- a person who is authorized to provide documents to the Federal Tax Service for the purpose of changing the Unified State Register of Legal Entities (in particular, form P14001);
- a person authorized to conclude an employment contract with the new director.
9. Signatures of meeting participants and secretary.
If a company uses a seal, it is affixed to the document.
You can download a sample protocol of the founders on the change of director on our website using the link below:
Results
The minutes of the meeting of owners on the change of director removes the powers from the current director and assigns them to another person. Based on the protocol, the employment contract of the former director is subsequently canceled and an agreement is drawn up with the new one.
The general director of a limited liability company (can also be referred to as director, president, etc.) is the sole executive body of the company, which (clauses 1, 3, article 40 of the Federal Law of 02/08/1998 No. 14-FZ):
- acts on behalf of the company without a power of attorney, incl. represents his interests and makes transactions;
- issues powers of attorney for the right of representation on behalf of the company;
- issues orders on the appointment of company employees to positions, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;
- exercises other powers.
The director of the LLC is elected by the general meeting of the company's participants.
The adoption of a decision by a meeting of LLC participants is documented in a written protocol (clause 3 of Article 181.2 of the Civil Code of the Russian Federation).
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).
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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:
- Document's name.
- Date and place of compilation.
- Name of company.
- List of those present and presence of quorum.
- Full name of the chairman and secretary.
- Agenda.
- Participants' positions.
- Voting results for each issue.
- Who is required to submit an application in form P14001 and enter into an employment contract with the new manager.
- 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.
