How to leave the founders and resign from the position of general manager. directors

Reasons

The main document on labor relations of the Labor Code of the Russian Federation, it contains all the specific data on the grounds for the legal dismissal of any employee and the procedure for dismissing a director, including. There are several categories of these.

General grounds - indicated when dismissing any employee, regardless of position:

• the employee himself expressed his desire;
• the initiative comes from the employer;
• the employee is dismissed by transfer;
• the period for which the employment contract was concluded has come to an end (how to draw up a TD with the general director?).

Special grounds - applicable for dismissal of management . A director may be dismissed if:

• made a decision that was unlawful, and as a result the enterprise suffered;
• maliciously violated his official duties and repeatedly failed to fulfill them;
• The company's owner has changed.

Additional grounds are the dismissal of a director during bankruptcy proceedings.

Procedure for dismissal

If the boss decides to resign, he must write a statement 30 days in advance. He must assure him that it has been accepted. If the founders refuse to do this, it must be sent by registered mail with notification. Then 30 days will be counted from the date of receipt of the letter. If the founder does not receive correspondence, the countdown begins 6 days after the application arrives at the post office. After this, the manager (already almost a former one) must transfer documents and corporate property:

In this case, you need to draw up an acceptance certificate and put the signatures of witnesses on it. Alternatively, all these documents can be left for safekeeping with a notary.

You can send an application to credit organizations in which the company has current accounts. It must indicate that from such and such a date the head of the organization is leaving this position. In this case, the bank may cancel the digital signature.

In addition, an application for revocation of authority can be sent to the Federal Tax Service and sent to contractors with whom the organization cooperates. This will help force the founders to hire another director.

After receiving the relevant application, the tax office sends a response to the former head of the LLC, indicating his right to file a statement about the unreliability of the information in the Unified State Register of Legal Entities. The founders will be sent a request to replace the director and enter information about this into the Unified State Register of Legal Entities. Thus, the director will be relieved of responsibility for providing tax reporting and maintaining accounting records.

If this is not done within a month, the former head of the organization may go to court with a demand to exercise his right to dismissal. Below we will look at how this can be done.

In order to show your conscientiousness, you can appoint an acting (temporary) person to your place. This may be the deputy director or another employee. This can only be done with the consent of the future acting CEO, as well as the founders.

Legislative acts

Laws relating to the dismissal of a director:

• Labor Code of the Russian Federation. All cases, principles and subtleties of dismissal of employees, including directors, are described here;
• Federal Law No. 129 of August 8, 2001 “On state registration of legal entities and individual entrepreneurs” informs that when changing the head, it is imperative to inform the tax office about this;
• Federal Law dated 02/08/98 No. 14 “On Limited Liability Companies” and Federal Law dated December 26, 1995 No. 208 “On Joint Stock Companies” combine all the nuances associated with the dismissal of a director in enterprises with different organizational and legal forms.

In addition to them, there are Government Decrees, letters from the Ministry of Labor, decisions of the Supreme Court of the Russian Federation on private issues related to the topic under consideration.

Many people are interested in whether it is possible to dismiss a director under an article? Yes, just like any other employee, in strict accordance with legal requirements.

What the law says

From the point of view of labor legislation, there are no problems. In accordance with Art.

280 of the Labor Code of the Russian Federation, the head of an organization has the right to terminate an employment contract early by notifying the employer (the owner of the organization’s property or his representative) in writing no later than one month in advance. This provision does not provide for the need to obtain public consent.

However, according to the norms of civil law, the director of an LLC is appointed to the position and dismissed from it by the founders of the organization. In addition, information about the dismissal of a manager and the appointment of a new chief must be entered into the Unified State Register of Legal Entities within 3 days.

Sample application

Subtleties and key points

The director can be the sole founder or be one of the founders of the company. Due to many circumstances, depending on the grounds, there are a number of features of the dismissal of a director.

Dismissal of the director and transfer of affairs. Here it is necessary to issue an order on the transfer of affairs upon dismissal of the director and draw up an act.

Act of acceptance and transfer of cases upon dismissal of a manager

Upon liquidation of an enterprise

The labor powers of the director at the time of liquidation of the enterprise are automatically nullified with the appearance of the liquidator. However, in order to avoid conflicts and legal procedures, it is better to properly formalize the dismissal of the director during the liquidation of the LLC. The same applies to the dismissal of a director during reorganization by joining and dismissal of a director without appointing a new director.

Algorithm of actions:

• making a decision of the founders, creating an appropriate protocol indicating the legal basis for dismissal;
• notification of this to the dismissed person 2 months in advance;
• issuing an order containing information about dismissal;
• accrual and payment of all due compensation;
• record of dismissal made in the work book.

Sample notice of dismissal due to liquidation of an enterprise

Sample order of dismissal due to liquidation of an enterprise

By agreement of the parties

Dismissal of the director by agreement of the parties is considered the most “painless” option for terminating the employment relationship for both parties. In this case, a special document is drawn up - an agreement of the parties. It is signed by the person being dismissed and by a representative of the organization. It describes all the conditions acceptable both for the person being dismissed and for the organization:

• date of termination of the employment relationship;
• conditions, compensation, procedure for their payment;
• any other conditions that do not contradict the law.

The further dismissal procedure in this case is standard.

This option is considered one of the best in terms of reflecting entries in the work book. The reason will be indicated: “By agreement of the parties.” Which speaks of a peaceful, mutual and conflict-free termination of cooperation.

At the initiative of the employer

The employer here is the founder or meeting of founders of the enterprise. Therefore, in order to formalize the dismissal of a director by decision of the founder, it is necessary :

• organize a meeting of founders. It is there that the final and irrevocable decision is made that the director should/should not be fired. The outcome of the meeting is the minutes. This document is a reflection of general opinion;
• if the decision is made, a special order is issued to dismiss the director;
• When a director is dismissed, an entry in the work book is made as follows: the basis for dismissal is the same protocol drawn up based on the results of the meeting.

What to do

The first thing to do if you decide to quit is to send your application for termination of the employment contract to the members of the company. The one-month notice period should be counted from the day following the day the founders received notice of dismissal. Therefore, when sending such an application by registered mail, check when it will be received (this can be done on the official website of the Russian Post using the postal item tracker). In principle, a situation where the director is replaced without the consent of the founder cannot exist, since the sole executive body is elected by the general meeting of participants. But since the sole director has the initiative to convene a general meeting, it is advisable, along with the application, to send to the participants a notice of convening such a meeting with an agenda for the dismissal of the previous director and the appointment of a new one.

If the LLC participants do not want or cannot hold a meeting, then after the expiration of the one-month warning period, the dismissal of the director without the consent of the founders can be considered valid. You can issue an order for early termination of powers and make a corresponding entry in your work book. Before this date, it is necessary to prepare all documents and material assets of the company for transfer, and also notify counterparties, including banking institutions, that from such a date the manager will terminate the employment relationship with the organization.

Features of dismissal of a deputy and oneself

The dismissal of a deputy director at the initiative of the employer has some peculiarities, but they are few. The deputy is an employee like everyone else. His hiring, transfer, dismissal and other actions are regulated by the Labor Code of the Russian Federation.

Since the deputy is not a manager, he is fired, like all employees.

Special and additional grounds are not applicable to him, as to a director. On the day of dismissal, the deputy is given his work book, a calculation is made, and his employment relationship with the company is terminated.

How to fire the director of an LLC if he is the founder ? Such a strange, at first glance, dismissal is quite possible.

It occurs when the sole founder of a company and its CEO are the same person (how to fire a CEO?).

First, he, as the founder, makes a decision and issues a special order to dismiss himself, only as a director, in the T-8 form.

Who signs the order to dismiss the director of an LLC? In this case, he signs the order himself.

Sample order form T-8

In this case, the work book can be filled out and certified by him alone. He independently makes records of his assumption of office and termination of work.

Before this, the director himself issues an order for his dismissal..

Its text should indicate the removal of duties as the head of the company and dismissal from the position held on a certain date. It is logical to indicate your own desire as the basis for dismissing yourself.

Order for dismissal of LLC director sample

Founder's decision to dismiss a director sample

Surrender of duties

Why is the procedure for transfer of powers necessary when the general director of an LLC located in a group of companies resigns? This is important for everyone. Since it is the manager who is responsible for the actions of the company, the date of dismissal and appointment will determine who will be responsible in the event of illegal actions.

When all necessary actions to notify other participants have been taken, it is worth meeting to transfer responsibilities. The convening of the meeting should be carried out according to the previous procedure, collecting and retaining all receipts and notices. If after a month a worthy deputy has not been found, this is no longer the former leader’s problem. The assembled group can nominate one of the meeting participants for a vacant post and make it official. The law of Russia in 2021 does not oblige us to take any steps towards transfer. They remain at personal discretion, but still we present below a list of cases, which will serve as protection to a lesser extent:

1. An important point is that there is no cash in the company’s cash register. It would be wise to keep it in the firm's bank accounts.
2. It’s worth getting your documentation in order and paying off your debts. Taxes and salaries must be paid. And reports, contracts - signed or terminated.
3. Closing accounts is equally important. If for some reason this is not possible, bank managers must be aware of changes in management. This will require two written notices. One of which is transferred to the bank, the other - into the hands of the person resigning.
4. To prevent misunderstandings with the tax authorities, you need to inform them as well. You can indicate in writing that there has been a change in management and all standards have been met.

It happens that it is impossible to take all the previous steps. Then we need to act differently. It is important to take care of saving all important papers. There are three ways:

• personally be responsible for their safety, keeping them in the company safe;
• entrust their safety to a reliable archiving company;
• or give it under the responsibility of a notary. In this case, the new manager will be able to use them without any problems after assuming these rights.

In turn, the notary must accept the papers for storage. To do this, you can use the inventory to check the integrity of the packaging material. After the final decision, he puts his personal signature and seal on the package. Now he is personally responsible for the safety of all documentation, and he is responsible for the main circulation of papers. That is, it issues and accepts documents and funds, deals with the safety and issuance of a certificate of transfer of securities to the LLC. Especially in the absence of a new general director.

If the director is one of the founders

Unlike the previous situation, the director is not the only founder, but one of them. In this case, if he wishes to resign from his position, he is obliged to write a corresponding letter to the meeting of founders a month before dismissal.

Further actions:

• directly the meeting of founders. Without its convening, it is impossible to make any decisions on the affairs of the organization. At the meeting, the issue of dismissal of the director is decided by vote;
• Minutes are kept of the results of the meeting. It is in it that the decision made by the owners regarding the dismissal of the director is reflected;
• after a month, you can leave your position with all the ensuing consequences (entry in the work book about dismissal, payment, etc.).

There are times when at a meeting of the founders one of them opposes dismissal. In this case, the director is obliged to send notification letters to each of the co-founders warning about his departure.

Even if they are indifferent, after a month from the date of mailing, the director has the right to stop working in this organization.

How to achieve amendments to the Unified State Register of Legal Entities

There are two ways to do this:

1. A director who is not released by the founders (they do not hold a meeting and do not appoint a new director), after a month from the date of sending the letter of resignation, can file a lawsuit to appeal the inaction of the founders, as well as a demand for dismissal and to make appropriate changes to the Unified State Register of Legal Entities . The disadvantage of this option is that while the trial continues, you will have to continue to perform your directorial functions.
2. After issuing an order for his dismissal, the director sends to the registration authority a statement in the established form about the unreliability of information in the Unified State Register of Legal Entities about him as the sole executive body of the company. The disadvantage of this option is that the Federal Tax Service may refuse you, and then the decision of the registration authority will also have to be appealed in court. But you will do this as an individual.

Where to report the dismissal of a director?

Where should I report the dismissal of the LLC director? The tax office is the only place to which you need to report the dismissal of the director of the enterprise. The way to inform is to submit an application for a change of manager.

This must be done within 3 working days from the date of dismissal . (Federal Law No. 129-FZ dated August 8, 2001). All other messages about the occurrence of this event are at the discretion of the management and founders of the organization and as necessary :

• inform the bank if the former director had signing authority;
• report to the press if there is a possibility that the dismissed person will illegally use his lost powers (sign a document illegally on behalf of the organization, etc.). The announcement must contain a message stating that the person’s signature is invalid as of the specified date.

Forced termination of an employment contract

In fact, the director relinquishes his powers after 30 calendar days from the date of filing the application for dismissal, but he will be listed in the Unified State Register of Legal Entities until the owner provides information about the newly elected director.
Therefore, if within a month the founders were unable to find a new person for this position, then the manager must begin the procedure for forcing the founders to carry out actions aimed at dismissing the employee. To do this, it is necessary to file a claim in the arbitration court, since if the owners have not taken any action to find a new director, then they are thus violating the employee’s rights to dismissal. The following package of documents must be attached to the claim:

• a copy of the letter stating the date of dismissal;
• checks that confirm the fact of transfer of documents to the owners;
• an excerpt from the state register, according to which the manager is still in office;
• various types of confirmation of the fact that employers evaded dismissal of an employee.

In most cases, if everything is done properly, the court makes a ruling in favor of the plaintiff.
In this case, the decision will be transferred to the tax service, which provides sufficient grounds to enter information about the dismissal in the Unified State Register of Legal Entities. The most common reason for the court to side with employers is proof that the director did not perform his duties properly after dismissal. This is due to the fact that even though all documents for dismissal are correctly drawn up, until the relevant data is entered into the state register, the director must fulfill his duties.

If the manager independently leaves his position, without waiting for employers to enter data about the new manager into the state register, and during this period some problems occur at the enterprise, then this may be regarded by the court as deliberately causing harm to the enterprise. In such a situation, the employer can file a response with the court, asking to recover the amount of damage that arose as a result of the problems, as from an inactive employee.

Payments

Is the director entitled to compensation upon dismissal? Yes, given his innocence and by the decision of the founders.

Its amount is calculated in accordance with the employment contract, but is at least 3 times the director’s salary.

To avoid any controversial issues, the amount of compensation must be specified in the employment contract.

If this was not done when hiring, you can draw up a separate additional agreement later.

All questions and disputes regarding payment and the amount of compensation are resolved in court.

The practice of judicial proceedings in such cases shows that the court takes into account :

• time worked by the director in this organization;
• the time remaining until the end of the contract with the director (how to draw up a fixed-term contract with the director of an LLC?);
• the amount of money that the director could have earned if not for the dismissal;
• the possible amount of unforeseen expenses that he may incur in connection with early dismissal.

In the vast majority of disputes regarding the award of compensation, they are resolved in favor of the dismissed person.

Civil law

In accordance with the law, an organization cannot exist without a leader. If he decides to resign, the founders must find another director to replace him. If they refuse to do this, then the head of the company dismissed under the Labor Code of the Russian Federation will be obliged to continue to perform leadership functions.

The fact is that according to the Civil Code of the Russian Federation, only the founders can appoint and dismiss the director of an organization with their consent. It turns out that according to the Labor Code of the Russian Federation, the head of the company can resign. And according to the Civil Code of the Russian Federation, he is obliged to obtain the consent of the owners of the company. What to do in such a situation?

This is important to know: Dismissal due to reduction without working off

Special documents and features of working with them

When dismissing a director in various situations, they have certain legal force:

The decision to dismiss

Adopted by the meeting of founders or the founder as a single person. The decision reflects the general position of the meeting. The decision itself is not a document, but it is reflected in the protocol.

Protocol

The result of the meeting of founders is the minutes. It is a document that can be indicated as a basis for dismissal.

This document reflects the progress of the meeting from beginning to end and is signed by all participants. The number of participants in the meeting, the secretary and the chairman of the meeting are recorded at the top of the minutes.

The central part sets out the agenda, the main points based on the results of the participants’ speeches, and necessarily contains the decision made during the meeting. The signatures of the chairman, secretary and the person being dismissed are placed at the bottom of the protocol. The date of drawing up the protocol must be indicated.

Sample meeting minutes

Notification

A mandatory element of dismissal of a director if the meeting of directors disagrees.

The only legal way for a director of an LLC to resign without the consent of the founders is to send notices to all founders a month before the day of termination of powers.

How to fire the director of an LLC without his consent? In turn, the meeting may receive a notification to the director, for example, about the expiration of the employment contract.

Such a notification must indicate the sending party (the human resources department, for example, acting on behalf of the organization), the date, number and reason for drawing up the notification.

Sample notice to the director of dismissal: “Notice 09/30/2014 of termination of the employment contract.” The addressee is indicated - the head of the enterprise. The central message will be to contact the director regarding the notification issue. For example, “Dear Ivan Ivanovich! We notify you that the employment contract concluded with you dated 05/03/2010 expires on 10/30/2014.”

At the bottom of the sheet, the responsible person signs and the recipient signs that he has received the notification. The actual date of its delivery must be indicated.

Statement

An up-to-date document in case of dismissal at the will of the director himself. Written in standard form in the name of the founder. What does the director write on his resignation letter?

An example of the text of this document could be an appeal from a person being dismissed: “I ask for termination of my employment contract early (date of proposed dismissal).” At the top of the form is indicated the person in whose name the application is made, at the bottom - the actual date of preparation and the signature of the person being dismissed.

After the application has been reviewed, confirmation that a final decision on the application has been made will appear at the bottom of the application.

Sample resignation letter from director to founder

Employment history

The director, like any of his subordinates, has it. And everything in her is the same as with everyone else. Dismissal is no exception. The only difference is that the director himself has the right to record the dismissal if this was part of his duties in relation to other employees.

Example of text in the main column about work: “Dismissed at the end of the employment contract, paragraph 2 of Article 77 of the Labor Code of the Russian Federation.” The “Date” column indicates the day of dismissal.

The corresponding document is entered in the “Bases” column. For example: “Minutes of the meeting of participants dated February 28, 2014 No. 74”

Dismissal of the director, entry into the labor sample

Alternative way

An alternative way to contact the justice authorities may be to submit a request to the Federal Tax Service to enter a note in the state register that the current director has ceased to hold his position.
In this case, you need to submit to the tax service a document of form P 14001 and copies of the application for termination of the employment contract, all notifications about this to the founders and checks from the mail confirming dispatch. It is also important to know that the signature on form P 14001 must be certified by a notary; without this, it will not be recognized as valid. If Federal Tax Service employees refuse to enter data into the state register, the manager can file a claim with the judicial authorities for the fact of inaction of tax service employees. Before this, you need to get an explanation from the main leaders of the Federal Tax Service as to why the refusal was received. If the relevant authorities do not provide proper explanations, then the resigning manager has a direct road to court, where he must provide all the evidence that the tax authorities received a refusal.

In most of these episodes, the court takes the plaintiff’s side, since the information in the Unified State Register of Legal Entities is considered invalid, because in fact the director no longer works at the enterprise. But it is worth noting that such court cases are very painstaking, since they are based on a very deep interpretation of the legislative framework on state registration.

Director's actions before trial

Whether a court ruling will be made in favor of the plaintiff or not, in most cases is determined by his actions before filing the claim and those that were carried out before the fact of dismissal.
The main action before leaving a position should be to appoint a manager in his place who will take over all the affairs of the company after dismissal. Such an appointment will indicate that the manager who is resigning performs all his actions solely in the interests of the enterprise; this gives a huge advantage when fighting in arbitration court. Another important nuance in the appointment of an acting director is that a person can perform the duties of a general director in full only if this does not contradict the company’s statutory documents. This does not provide any grounds for canceling the entry of data into the state register, but can be taken into account during legal proceedings.

It is important to know that officially, a person whom the manager has appointed to temporarily perform his duties can replace him only after the decision of the founders, like any other appointment. But if the director who resigns along with the application presents a worthy candidate to replace himself, then the composition of the owners in most cases will eagerly agree to sign the application and submit all the necessary documents to the Federal Tax Service and the Unified State Register of Legal Entities.

In conclusion, I would like to note that according to all labor laws, in order to dismiss the general director from his position, it is not necessary to wait for the consent of the founders. But termination of the director’s work will necessarily require a decision by the owners to remove the director’s powers and relieve him from his position. If employers value their CEO so much that they flatly refuse to fire him, a positive decision can only be achieved by resorting to the services of an arbitration court.

From what date is the director considered dismissed?

As a general rule, the issue of electing a new / terminating the powers of the current manager is resolved at a general meeting of participants. Consequently, the day of termination of the trade union will be the date indicated by the director in the notice, and in the absence of an exact date, the one on which the month’s notice period for termination of the trade union expires.

• preparing an application;
• calling a meeting;
• preparation of personnel and organizational documentation.

This is important to know: Job reduction and transfer to another position

What responsibility does the director of an LLC have after dismissal?

Individually managing the enterprise, the director bears considerable responsibility for ensuring that the activities of both himself and his wards do not go beyond the law. Upon dismissal and transfer of affairs to the next manager, this responsibility is not relieved. Until the statute of limitations expires for offenses or crimes committed during the “rule” of the company, he can easily be summoned to court as a defendant.

Therefore, if there were violations, and an audit of the financial statements after the arrival of the next boss reveals them, you need to prepare either money or crackers, depending on the severity of these violations. Responsibility can be either personal or joint, if his deputies, the chief accountant or the chief engineer participated in the “case” with him. Depending on the articles violated, either administrative or criminal prosecution will be applied. This is the specificity of the work of top managers; they are responsible for the entire business.

The new general needs to scrupulously check the affairs transferred to his jurisdiction from his predecessor, even before he finds himself in the coveted leather chair. Did you look at the violations committed by the previous top and his team? You can easily become an accomplice in the face of justice.

How long does liability last after dismissal?

How long the sword of Nemesis will be raised over the fired boss depends on the severity of the “legacy” he left at the enterprise:

• within a year, he may be sued for compensation for material damage, as well as for other administrative offenses;
• for non-serious criminal violations - for two years, for moderate crimes - six years, for serious crimes - up to ten years.

If the ex-boss, not wanting to pay or sit in prison, went on the run, the statute of limitations will begin to run from the day the court verdict in his case is announced.

Procedure for terminating a TD with a director

The procedure for dismissing a manager without the consent of the participants is somewhat different from an agreed separation. For more details, see the article “Dismissal of the CEO at his own request.”

The following are attached to the statement of claim:

• notice of dismissal;
• notification of the convening of participants;
• receipts for its dispatch;
• notifications of delivery (for each address);

After the court decision comes into force, the manager must notify the bank of his dismissal, as well as transfer documents and other material assets entrusted to him to the company.

You can make a transfer in the following ways:

• transfer to a notary for safekeeping;
• put for safekeeping in the company's safe deposit box (if participants have access).

In conclusion, we note that the procedure for terminating a contract with a manager without the consent of the participants is a very lengthy undertaking. To legally terminate a TD (removal of the powers of the executive body), it is necessary to follow the sequence of actions for drawing up personnel and corporate documents. An important circumstance is compliance with the terms of notice of dismissal and proper notification of participants about the termination of the TD.

Legal challenge to dismissal

Despite the appointment of the position, the dismissed “top” is legally protected upon dismissal. If the dismissal is illegal and there is evidence of this, they are ready to hear him in court within a month from the day he was fired from work. There were no grounds for dismissal, and they said goodbye to the specialist, violating the requirements of the Labor Code? The judge will demand that the dismissed person be reinstated in his previous position and be paid for forced absences, attorney fees, and compensation for moral suffering.

How to fire a director without paying him benefits? Co-owners often kick him out for incompetence, resulting in serious material losses and for gross violations of the obligations set out in the contract. Often these violations are not even specified.

It will be difficult for the fired person to sue the business owners, so it is difficult to do without specialized legal assistance. In any case, when the court sides with the plaintiff, the defendant will cover the costs of the litigation out of his own pocket.