Application for resignation of a director at his own request: sample 2021

Any member of the organization can face dismissal - from the lowest to the “top”.

The question arises: is the dismissal of a directorate different from the dismissal of a simple courier, who does the director write to if necessary, and what special differences are there?

In fact, the principle of the procedure is exactly the same: the person resigning writes a statement to the founder...

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The nuances of this procedure

Roughly speaking, this is exactly the same letter of resignation at his own request or by agreement of the parties that any other employee writes in the name of his employer. (Article 81, Article 77 Labor Code). The differences from a “simple” dismissal are in the procedure for carrying out the dismissal; it will be more complex.

Articles on the topic (click to view)

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What to do if the date of the dismissal order is later than the date of dismissal
What to do if the employer does not give the work book after dismissal
What to do if you didn’t work officially, you were fired, you didn’t get paid
What is the employer obliged to give the employee on the day of dismissal?

The fact is that in relation to the director of the company, the functions of the employer are performed by the general meeting of participants.

During this time, the resigning director transfers affairs to the future head of the company or changes his mind about resigning, which the directorate officially notifies.

Of course, no one will fire the head of a company just like that, in one action. The procedure will consist of the following steps:

the director notifies the LLC directorate in writing about the convocation of an extraordinary meeting - at least a month in advance, by sending registered letters to the residential addresses of LLC members;
the decision to dismiss is made based on voting (this must be reflected in the minutes);
if the decision is made, a standard T-8 order is issued to terminate cooperation (signed by a new authorized person; if one has not been appointed, then even the chief accountant can act in his role). The reason for the dismissal is not stated; it will be enough to refer to Art. 77 TK;
a corresponding entry is made in the director’s work book;
The directorate of the company submits an official notification to the tax office about the change of head of the LLC.

Download the dismissal order form T-8
order to dismiss the director

The fact that a director is removed from office strictly at a special meeting and by voting should not be scary in case someone votes against it. This is rather a formal procedure to comply with the legality of dismissal (Article 280 of the Labor Code). No one can refuse to leave a person at his own request, even if he is the head of the enterprise.

Article 280 of the Labor Code of the Russian Federation. Early termination of an employment contract at the initiative of the head of the organization

The head of the organization has the right to terminate the employment contract early by notifying the employer (the owner of the organization's property, his representative) in writing no later than one month in advance.

If the members of the board of founders ignore the call to the meeting, the director can go to court regarding the inaction of the founders with a demand to recognize him as relieved of office, and at the same time to enter information about the replaced head of the company into the Unified State Register of Legal Entities.

In addition, we must not forget that Art. 80 of the Labor Code, and it states that if the employee has complied with all the formalities for notifying the employer regarding the planned dismissal, this gives him the right to terminate cooperation without waiting for a response.

When transferring affairs, the outgoing director first makes an inventory of the property; if a shortage is discovered, he makes up for it and pays creditors. Cash is handed over to the bank, documentation - to a notary or to the archive. The founders also need to be notified about this - the date of transfer and where the documentation is stored.

Expert opinion

Polyakov Pyotr Borisovich

Lawyer with 6 years of experience. Specialization: civil law. More than 3 years of experience in drafting contracts.

The situation is somewhat simpler if the general director is the only founder of the company. In this case, he does not need to write any statements to anyone and listen to other people’s opinions, too.

According to current legislation, the founding director has the right to relieve himself of his position at any time (Article 273 of the Labor Code).

He also makes a corresponding entry in the work book with reference to the order number.

Contents of the statement

The P11001 application is 24 pages long. All applicants must complete the first two pages. They are indicated by the full and abbreviated name of the registered legal entity, its location, and information about the authorized capital.

From the following pages, select the one that matches the founder category:

sheet “A” - for Russian legal entities;
sheet “B” - for foreign legal entities;
sheet “B” (two pages) - for individuals;
sheet “G” (three pages) - for the Russian Federation, a constituent entity of the Russian Federation and a municipal entity;
sheet “D” - for a mutual investment fund (UIF), the property of which includes a share of the authorized capital of the LLC.

Fill out sheets “E”, “G” and “Z” depending on who will manage the LLC:

sheet “E” (two pages) - for an individual who can act on behalf of an organization without a power of attorney, on the basis of an employment contract;
sheet “F” (three pages) - for the management organization;
sheet “Z” (two pages) - for a manager acting on the basis of a civil contract.

On sheet “I” indicate the types of activities that the LLC plans to engage in. Sheets “K”, “L” and “M” are filled out in special cases.

Sheet “N” (three pages) is filled out by everyone, as it contains information about the applicant. There may be several applicants. In this case, each of them fills out sheet “H” and certifies it with his signature.

The application for registration of an LLC consists only of those sheets that correspond to the category of the founder and contain basic information about the organization and the applicant. The remaining sheets are not numbered, filled out and not submitted to the tax office.

How to write?

In essence, it is no different from what any other employee submits. The document is drawn up on a standard A4 sheet of paper and contains:

addressee (Board of Directors);
from whom;
document title – statement;
petition for dismissal from office at one's own request;
date, signature.

The application is attached to the notification letter about the planned extraordinary meeting.

What does the director write? Here is a sample letter to the founder of what such a statement might look like:

To the Board of Directors of Nautilus-M LLC

from Ivanov Ivan Petrovich

I ask you to relieve me from the position of General Director from May 1, 2021 by agreement of the parties (Article 77 of the Labor Code).

Ivanov Ivan Petrovich (signature)

March 31, 2021.

How to format it correctly - example

There is no unified, strict form for an employee to write a resignation letter on his own initiative. But there are certain requirements that you should adhere to when writing a document template:

in the upper left corner it is indicated who the application is intended for (for example, the general director of Udacha LLC, Petr Nikolaevich Ivanov) and from whom (from the automatic line operator Ilya Afanasyevich Petrov);
Next, you should indicate the title, which is written in the middle of the sheet - “Application”;
then all that remains is to write the text of the statement itself (“I ask you to fire me of your own free will”);
the date the document was written is indicated;
the person resigning writes his/her full name and signs.

It is worth noting that, in accordance with the law, a subordinate is not required to indicate the reasons why he wants to resign.

The voluntary resignation form can be downloaded here.

From what date should the date of dismissal be written? It is better to indicate a specific date, which will be the last working day - for example, “dismiss me at my own request on May 28, 2017”, without using the preposition “with”, so that there are no reasons for mutual misunderstanding with the HR department and management.

Is it possible to revoke this document?

Possible - within a month. But the dismissal order has not yet been signed. If such an order is issued, then the termination of cooperation can be considered completed and, on the basis of this document, an entry is made in the work book of the dismissed person and a notification is submitted to the tax authority.

Like any other employee, the head of an LLC has the right to leave work at his own request . But, like an ordinary employee, it is important on both sides to comply with the formalities prescribed by law in order to avoid disputes and proceedings involving regulatory authorities, or even the court.

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If the director is one of the LLC participants

To whom does the general director write a letter of resignation in this case? The employer is the general meeting of participants-owners of the organization. Therefore, each participant must be notified in advance of an extraordinary general meeting at which the issue of termination of the manager’s work will be discussed. A request to terminate the working relationship of the general director is submitted to the chairman of the meeting.

Participants in the general meeting of the LLC do not have the right to refuse the general director to accept his application and subsequently terminate the working relationship.

The chairman, acting on behalf of the entire society, based on the decision of the meeting, as a sign of consent, puts a resolution on the form: “There are no objections.” Based on the results of the meeting, a protocol is drawn up, which indicates the last day of work of the general director and the name of the person who is elected to his position. The date for the new manager to take office is also determined. Based on the protocol, a dismissal order is issued and an entry is made in the work book.

How long does it take to write a resignation letter for a director?

Since the director of a legal entity has broad powers to represent the interests of the company and significant responsibility, the process of dismissal at will differs from terminating the contract with an ordinary employee of the company.

The main difference is that the manager must submit an application at least one month before his departure. This is due to the fact that it is necessary to notify a wide range of people about your dismissal, including government bodies, for example, the tax office, where the company was registered.

The written statement must be reproduced in as many copies as the company has owners. They must be sent via letters or couriers to their postal addresses. It is important that all participants are notified of the general meeting no later than 30 days before it takes place.

On the other hand, the owners need time to choose a new director for their company, so that he can solely represent the company, and to whom the old director must transfer existing affairs, explain the current situation, etc.

The owners cannot directly manage the activities of their company, and therefore, without the appointment of a new director and the dismissal of the old one, a period of “powerlessness” will begin in the company. It is important to remember that the thirty-day warning period also applies in a situation where a fixed-term employment contract has been concluded with the manager.

According to the Labor Code, a manager can be hired on a probationary basis. If he decides to terminate the employment agreement during its completion, then the standard provisions of the Labor Code apply to him. This means that in this situation he must give notice of dismissal three days before the required date.

The director can resign in a shorter period of time, it all depends on the owners and their ability to approve a new director. But for this he must have their consent. There is judicial practice according to which the early dismissal of a director was considered illegal if his application was not marked with a new date for termination of the contract with him.

To whose name should the application be sent?

Due to the fact that the contract with the director is concluded by the owner of the company (owners), the dismissal of the director at his own request stipulates that an application with such a request must be sent to the owners of the organization.

Consideration of this document, if the company has several owners, should take place at a general meeting. The statement is usually drawn up in this case addressed to the chairman of the meeting, but it is also possible to simply address it to the members of the meeting in general.

Therefore, the resigning manager must send the founders a notice of this event with the exact date and time, and attach duly certified copies of his application to the invitation.

Whether the application is accepted or not will be decided at the meeting. But in fact, this is only a nominal event, since no one can force the director to continue working, and after a month he can resign. Managers must accept the proposal by issuing an appropriate protocol.

The dismissal of the general director at his own request in a company with one owner involves filing a document in the name of the sole founder. He must consider it and make an appropriate decision on it, which must be drawn up in the form of a document with the same name.

Expert opinion

Polyakov Pyotr Borisovich

Lawyer with 6 years of experience. Specialization: civil law. More than 3 years of experience in drafting contracts.

It is enough for the founder to issue a decision in which he informs about the revocation of his powers. When the company intends to carry out activities in the future, in the same decision it is necessary to designate the person who will assume these powers.

Nuances

To submit a resignation letter, it must be addressed correctly. Depending on the owner, different information may be presented in the header of the document:

if the company has only one owner, then the following entry should be made in the document: “Founder - name of the organization - full name of the owner”;
if the enterprise has several owners at once, then the letter is addressed to the meeting: “General meeting of owners - name of the organization”;
if the company is governed by a meeting in which a chairman is elected, then the application is submitted in his name: “To the chairman of the general meeting of founders - name of the organization - full name of the chairman.”

If the application is sent by mail, it must be sent to the home address of the business owner. It is worth considering that in such a situation, the countdown of the month begins not from the moment the document is submitted, but after it is received. You can find out the exact date in the receipt notification, which is sent to the sender after the letter is sent.

The director is a key link in the organization. It is he who decides on the hiring and dismissal of new employees. At the same time, the manager himself is the same full-time employee, but one or more founders act as the employer. To dismiss at your own request (Article 77 of the Labor Code of Russia), the manager must submit a corresponding application, which must be drawn up in accordance with all the rules for business papers.

The founder of the company decided to dismiss the general director early. Now everything needs to be arranged correctly. Before terminating the employment contract, the founder’s decision on termination of the director’s powers should be drawn up. We present to our readers the 2021 sample.

resignation letter from LLC director

The main difference between such an application and a document submitted by a simple employee is its addressee. To whom exactly the application should be addressed can be found in the agreement on admission as a director.

The resignation letter, as in the simple case, is drawn up from the top right sheet.

There you need to write to whom this document is:

If the company has a single owner, then “Founder” is indicated in the header, then the name of the company is written, after which the full name. owner.
In the case where there are several owners, the meeting can be addressed simply: “General Meeting of Owners”, then the name of the company is written down.
If the meeting has a chairman, then the application must be addressed to him: “Chairman of the general meeting of owners,” and then write the name of the company.

Next, on this side of the sheet it is indicated who this application is from - you need to indicate the exact name of the position of the compiler and his full name.

Then in the middle part of the page the name of the form is indicated - “Application”.

The text of the application must begin with a reference to the article of the Labor Code regulating the procedure for dismissing a director at his request - “In accordance with Art. 280 Labor Code of the Russian Federation."

Then the letter “I” is placed, and you need to write your full name, separated by a comma, followed by a respectful request to be released from your position at your own request.

This request can be expressed in various ways. For example, the wording “I ask you to terminate the employment contract early at your own request” is acceptable.

At the end of the phrase you need to insert the date of dismissal. According to the law, it must occur no earlier than a month from the date of writing the application.

After this, you need to step back a little, and put the date of compilation and sign.

Withdrawal of resignation letter

If for some reason the employee decides to remain at his previous place of work, then there are two options for the development of events:

The employer will offer to write a review of the resignation letter, in which in the top left corner it is written to whom and from whom this application is written, in the middle of the sheet the header of the document (“Application”) is drawn up, and then the text itself - “I ask you to consider the resignation letter of your own free will from such a person.” then the numbers are invalid." The applicant's surname and initials are indicated below and a signature is placed.
When the day of actual dismissal specified in the application arrives, the employer does not issue an order and the employee simply continues to work.

It will not be possible to withdraw your own letter of resignation if the employer cannot refuse to hire an employee who has already been invited in writing, who came instead of the one leaving. This situation is regulated by such legislative acts as Articles 80 and 64.

An employer cannot refuse to conclude an employment contract for a new employee only if he has already resigned from his previous place of work. If he is still working at his previous workplace, the refusal is completely legal.

The nuances of this procedure

The fact is that in relation to the director of the company, the functions of the employer are performed by the general meeting of participants.

During this time, the resigning director transfers affairs to the future head of the company or changes his mind about resigning, which the directorate officially notifies.

Of course, no one will fire the head of a company just like that, in one action. The procedure will consist of the following steps:

the director notifies the LLC directorate in writing about the convocation of an extraordinary meeting - at least a month in advance, by sending registered letters to the residential addresses of LLC members;
the decision to dismiss is made based on voting (this must be reflected in the minutes);
if the decision is made, a standard T-8 order is issued to terminate cooperation (signed by a new authorized person; if one has not been appointed, then even the chief accountant can act in his role). The reason for the dismissal is not stated; it will be enough to refer to Art. 77 TK;
a corresponding entry is made in the director’s work book;
The directorate of the company submits an official notification to the tax office about the change of head of the LLC.

Download the dismissal order form T-8
order to dismiss the director

Article 280 of the Labor Code of the Russian Federation. Early termination of an employment contract at the initiative of the head of the organization

According to current legislation, the founding director has the right to relieve himself of his position at any time (Article 273 of the Labor Code).

He also makes a corresponding entry in the work book with reference to the order number.

What to do if the document is not signed?

If an employee is refused to sign a resignation letter, he can do the following:

personally take the application to the secretariat or directly to the manager, trying to come to an agreement with the authorities;
leave one of the two copies of the application in the HR department, asking to put an appropriate mark on the second copy remaining in your hands;
send a letter by mail, but be sure to include a list of the contents, a notification of receipt and only a valuable letter, then after two weeks you can safely demand your work book and final payment.

An employee on vacation or sick leave can also send the employer a valuable letter with an inventory and notification, which will contain a letter of resignation.

At the same time, such an employee will be dismissed without the required two-week work period if its days fall during the employee’s absence from the place of work for official reasons.

If, after a two-week period, the resigning employee receives a refusal from the employer to pay wages and issue a work book, then the employee has the right to contact the Labor Inspectorate and file a claim in court.

As a rule, the court rules not only on the need for the employer to issue a work book to the former subordinate, but also obliges the former to pay compensation for the delay.

We will be told in this video how to competently resign of your own free will:

>Dismissal of a director: example of writing a statement to the founder

Dismissal procedure

Labor relations between the director and the owner of the organization, who in this situation is the employer, are regulated by labor legislation. The right to early termination of an employment contract is provided for in Article 280 of the Labor Code of Russia. At the same time, the dismissal procedure must be carried out in full compliance with the standards provided for by current legislation. To do this, it is recommended to follow the following algorithm:

the director of the organization draws up a letter of resignation on his own initiative. After this, the document must be handed over to the owners of the enterprise. This can be done in person or sent by registered mail with acknowledgment of receipt;
if the organization has several founders, then the chairman must notify all participants about the holding of an extraordinary meeting. For this purpose, a special notice is drawn up and sent to the residential address of each of the founders;
a meeting of the owners of the organization is held, during which, by voting, a decision is made to dismiss the director. Based on the results of the meeting, a protocol is drawn up;

the responsible person issues a dismissal order using the standard T-8 form;
a complete transfer of affairs is carried out to the person who will take the post of head of the enterprise;
a notification is sent to the tax authority about the removal of the person’s powers as a manager;
the banking organization is notified about the termination of cooperation with the citizen who previously held the post of director;
All necessary documents are prepared.

At the end of the month, a full settlement is made with the person. He is given all the funds required by law, labor and collective agreement, as well as the necessary documents, including a work book.

Sample order for the dismissal of the general director

An order for the dismissal of any employee is signed by the head of the employing legal entity. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and the sole executive body are the same person, the general director himself signs the order for his own dismissal (see letter of Rostrud dated March 11, 2009 No. 1143-TZ).

In a situation where the general director, due to certain circumstances, cannot independently sign an order (for example, due to temporary disability, etc.), a person authorized to sign orders can do this for him. The manager can transfer such powers by issuing a local act or issuing a power of attorney.

Note! Usually, to issue an order for the dismissal of the general director, they use the unified form T-8, approved by Decree of the State Statistics Committee of the Russian Federation dated January 5, 2004 No. 1. However, from October 1, 2013, this form became optional (see information from the Ministry of Finance of Russia “On the entry into force...” No. PZ- 10/2012). So the order can be issued in any form.

The order for the dismissal of the General Director (in a unified form) can be downloaded below:

Order_dismissal_of_general director – template.

How to make an application

The director is the same hired worker as the rest of the employees. In this situation, one or several founders act as the employer. The dismissal of the director of an enterprise on his own initiative is carried out on the basis of Article 77 of the Labor Code of Russia. In order to fully comply with the procedure for termination of cooperation, the head of the enterprise must notify the owners of the company 1 month before leaving about his desire. For this purpose, a letter of resignation is drawn up.

It does not have a unified template, which allows the director to compose it in free form. The exception is situations when the organization has developed a single form that is mandatory for use by all employees. The document may be presented in printed or handwritten form. It must not contain any errors, blots or typos.

Despite the lack of a uniform template, the application must include the following information:

about the legal entity to which the application is being submitted;
about the position and full name of the applicant;
about the name of the document – “Application”
on a request to terminate labor relations with reference to the relevant article of the Labor Code of Russia. In this paragraph you can indicate the desired date for termination of the employment relationship.

At the end of the document is the date of its preparation, as well as the signature with the decoding of the applicant, without which the application has no legal force.

Expert opinion

Polyakov Pyotr Borisovich

Lawyer with 6 years of experience. Specialization: civil law. More than 3 years of experience in drafting contracts.

After acceptance of the application, it must be signed by a new authorized person, founder or other employee who has the right to sign such documents, for example, the chief accountant.

Dismissal of the general director by decision of the founder

The founder has the right to terminate the employment relationship with the head of the legal entity by his decision. Possible grounds are set out in Art. 81, 83, 278 Labor Code of the Russian Federation.

The issue of dismissal of the general director is submitted to the general meeting of the founders (participants) of the LLC (subclause 4, clause 2, article 33 of Law No. 14-FZ).

Upon dismissal of the general director on the grounds of clause 2 of Art. 278 of the Labor Code of the Russian Federation, if no guilty actions have been identified on his part, he is paid compensation in the amount of at least 3 times the average monthly earnings (Article 279 of the Labor Code of the Russian Federation).

Important! The dismissed employee has the right to appeal in court the reasons for his own dismissal presented by the founder, since the wording of the norm in paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated November 1, 2007 No. 56-B07-15).

At the same time, the dismissal of an employee under clause 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally permissible. In this case, dismissal does not act as a measure of legal liability and is accompanied by mandatory payment of compensation (see the ruling of the Constitutional Court of the Russian Federation dated July 14, 2011 No. 1015-О-О).

Terminate the employment relationship with the general director on the grounds of paragraphs. 7–7.1 art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these standards. The Plenum of the Armed Forces of the Russian Federation in its resolution dated March 17, 2004 No. 2 explains that the persons specified in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on this basis, including if it is established that they committed theft, received a bribe or other unlawful actions of a mercenary nature, even if they were not related to their work (clause 45 of Resolution No. 2).

Thus, the dismissal of the general director at his own request requires him to notify his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants of the LLC. The general director has the right to sign his own dismissal order.

The director is a key member of the company's workforce. The financial condition of the organization may depend on his decisions. The process of dismissing the director of an organization on his own initiative is significantly different from dismissing ordinary employees. A sample application to the founder for dismissal from a director is not fixed at the legislative level, which allows it to be drawn up in free form in accordance with the standards for business papers.

How can the director of an LLC resign of his own free will?

A manager is an employee with a special status. So, in an LLC, he is appointed to a position and dismissed from it by the general meeting of participants (sometimes by the board of directors, but we will not talk about such a situation; this procedure for dismissing a manager raises a lot of questions for many. Especially in the case when he wants to resign, but the participants remain silent in response and do nothing.So let’s find out what the procedure is for the early dismissal of the director of an LLC at his own request, including in the case when the participants do not appoint a replacement for him.

Can gen. the director of the LLC to relinquish his powers unilaterally?

The LLC has three founders.

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One of them I am the CEO. The legal address of the company is registered at my physical place of residence. There have been disagreements between me and the other two founders of the LLC for a long time.

I decided to resign as general director and transfer the company to another address.

Doesn’t one of the founders want to take on the powers of a director and transfer the company to his own address or the address of the current location of the LLC?

Can I unilaterally remove myself from the powers of the general director, rewrite the company myself, but at the same time remain one of the founders of the LLC?

April 25, 2012, 09:09, question No. 6304 User, Samara 240 cost of the question question resolved Collapse Online legal consultation Response on the site within 15 minutes Answers from lawyers (5) 40 answers 6 reviews Chat Free assessment of your situation Lawyer, Mr. Kolomna Free assessment of your situation Good afternoon!

Yes, you can remove yourself from the powers of the general director. Removal of the powers of the general director occurs by filling out a standard form, which must be submitted for registration; the application indicates the name of the organization, its OGRN, INN, your data: full name and passport data. Your signature on the application is certified by a notary.

In addition, a sheet of this form with the data of the new director is attached to the application April 25, 2012, 09:21 0 0 50% fee received 8.5 Rating Pravoved.ru

Notification of participants about dismissal and convening of a general meeting

The manager has the right to resign by notifying the employer in writing no later than 1 month in advance. Moreover, such a notice period is valid upon termination of both fixed-term employment contracts (regardless of their duration) and indefinite ones. The same is true in Rostrud.

FROM AUTHENTIC SOURCES

“ Article 280 of the Labor Code of the Russian Federation provides for the procedure for terminating an employment contract at the initiative of the head of the organization, regardless of the type of employment contract - fixed-term or unlimited

The employer for all employees, including the manager, is the LLC. Let us recall that it acts through its governing bodies. Therefore, the manager must notify the highest management body of his dismissal.

general meeting of participants;
the only participant.

In general, participants do not need to make a decision to fire a manager if he wants to resign himself. But they are obliged to elect a new candidate for the sole executive body of the LLC. And the resigning director must convene their extraordinary general meeting to resolve this issue

Participants must be notified of the general meeting no later than 30 days before the date of the meeting. Please note that by this time each participant must have received notice. Therefore, if it is sent by mail, then the date of the meeting should be set taking into account the “mileage” of the letter.

Since the notice of convening a general meeting must indicate the issues on the agenda, this document will also serve as a notice of dismissal.

You can format it like this.

Participant of Techservice LLC I.N. Agafonov

Notification of an extraordinary general meeting of participants of Techservice LLC

Dear Ilya Nikolaevich!

Based on the powers granted to me by clause 5.6 of the Charter of Techservice LLC, clause 2 of Art. 35 and paragraphs. 1, 2 tbsp. 36 of the Federal Law of 02/08/98 “On Limited Liability Companies”, I inform you about the convening of an extraordinary general meeting of participants of Techservice LLC with the agenda of electing a new general director in connection with the early dismissal of the current general director at his own request. Statement by A.S. Petrov’s notice of dismissal is attached (entry No. 227 dated July 21, 2014).

When an LLC consists of one participant, then from the day he receives the specified notification, he is considered notified of both the dismissal of the manager and the need to make a decision on the appointment of new candidates to this position

But on what date will the general meeting of participants be considered notified of the dismissal of the manager?

Since it is the general meeting that needs to be formally notified of this, and not the participants, then it will be considered notified on the day on which its meeting is scheduled (regardless of whether the meeting is held by the participants or not). Therefore, before resigning, the manager must work after the date of the general meeting for 1 month (in the absence of other agreements with the general meeting). That is, in total, at least 2 months from the date the participants received notice of the convening of an extraordinary general meeting.

The courts are liberal in this matter. In their opinion, the LLC is considered to be notified of dismissal from the date of receipt of the corresponding notification by the last participant

Let us remind you that the notification can be given to participants personally against signature. Or you can send by telegram or registered mail with acknowledgment of delivery:

participant organizations - at their location address specified in
for citizen participants - at the address of their place of residence, which the LLC has.

The legal address of participating organizations can be found using the electronic service for verifying counterparties: Federal Tax Service website → Electronic services → Business risks: check yourself and the counterparty

The LLC must have information about the addresses of citizen participants, because it is obliged to maintain a list of participants. Moreover, if the address is already out of date, and the participant has not notified the LLC about this, then notifying him at the existing address will be considered proper. Since all the risks associated with the participant’s failure to provide current information about himself to the public are borne by the participant

Expert opinion

Polyakov Pyotr Borisovich

Lawyer with 6 years of experience. Specialization: civil law. More than 3 years of experience in drafting contracts.

If for some reason the list of participants was not kept, then you can look for their addresses in other LLC documentation. Such data can be found, for example, in certificates (if any were submitted to the Federal Tax Service), in the constituent agreement, and sometimes in the charter.

It will not be possible to obtain this information from the Federal Tax Service, since the addresses of individual participants are protected personal data and tax secrets. Only the f. And. O. participants. And the only thing you can get from the Federal Tax Service is a response about the correspondence of the data you provided about the participants’ addresses with the data contained in

Notification of tax and extra-budgetary funds about the dismissal of a director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about changes in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date of such changes (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ On state registration of legal entities and individual entrepreneurs" dated 08.08.2001 No. 129-FZ) by filling out and sending form P13014 (valid from November 25, 2021), approved by order of the Federal Tax Service of Russia dated 31.08.2020 No. ED-7-14/ [email protected]

Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So, until a new general director of the LLC has been appointed, a message about the termination of the powers of a particular individual must be sent to the tax office (see sheet K of Appendix 6 to Order No. MMV-7-6 / [email protected] ).

Based on practice, tax authorities are extremely rarely ready to accept an application from a resigned head of an organization to exclude him from the Unified State Register of Legal Entities as a person entitled to act on behalf of the organization without a power of attorney. The refusal of the Federal Tax Service to register changes is usually explained by the fact that the specified form P14001 (valid until November 25, 2021) cannot be signed by the former manager, since in fact his powers have been terminated, although information about him is still contained in the Unified State Register of Legal Entities (see decision Supreme Arbitration Court of the Russian Federation “On declaring invalid...” dated May 29, 2006 No. 2817/06).

At the same time, there is also law enforcement practice, according to which the courts quite often oblige the Federal Tax Service to exclude from the Unified State Register of Legal Entities information about the former general director of the organization upon his application. They proceed from the fact that the inability to submit an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy a person’s legal requirement (for example, the resolution of the 19th AAS dated 03/02/2016 in case No. A36-4738/ 2015).

The obligation to notify extra-budgetary funds, Rosstat and other government agencies in the manner of interdepartmental interaction is assigned to the Federal Tax Service.

Date of dismissal of the manager

At the general meeting, the participants must decide to elect a new sole executive body and determine on what day he should begin to exercise his powers, taking into account the date of dismissal of the current manager.

Accordingly, the day of dismissal of the manager, and therefore the last day of his work, may be:

the date indicated by the manager in the resignation letter, with which the participants agreed;
the date on which the 1 month allotted to the manager to notify the employer of his dismissal expires. This date will be considered the day of dismissal, in particular if the manager did not indicate the date of termination of the employment contract in the notice of dismissal. The month period is counted from the day following the day the employer is notified of dismissal. And if the month period expires on a day off, then the last day of work of the manager will be considered the first worker after this day off.

Please remember that in some cases shortened notice periods for dismissal apply. For example, upon dismissal due to the inability to continue working, enrollment in an educational institution, retirement, or due to other similar circumstances, the employment contract with the employee is terminated at the date specified by him. Rostrud also confirmed to us that these provisions apply to managers.

FROM AUTHENTIC SOURCES

“According to Article 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, his representative) in writing no later than 1 month in advance. At the same time, according to Art. 80 of the Labor Code of the Russian Federation, in cases where an employee’s application for resignation at his own request is due to the impossibility of continuing his work, the employer is obliged to terminate the employment contract within the period specified in the employee’s application. Since Ch. 43 of the Labor Code of the Russian Federation does not provide for specifics regarding the specification of the terms for the dismissal of managers due to the impossibility of continuing work, it seems that the provisions of Art. 80 of the Labor Code of the Russian Federation in this part also applies to the heads of the organization

SHKLOVETS Ivan Ivanovich Rostrud

another date according to the agreement reached between the manager and the participants (it should be drawn up in writing, and it should be signed on behalf of the general meeting by a participant authorized for this meeting

If the participants at the general meeting decide to dismiss the manager without his consent earlier than indicated in his application, despite the fact that there were no guilty actions on his part, then the basis for dismissal will no longer be the manager’s own desire, but the decision of the general meeting. And in this case, Let us remind you that the manager is entitled to compensation upon dismissal

Date of dismissal of the director. Actions that must be taken before it occurs.

The CEO's last day of work may be:

The date indicated by the director in the application, with which the participants/participant of the LLC agreed;
The date on which 1 month expires from the date of the CEO’s notice of his dismissal. This date can be used, in particular, in the case where the director did not indicate the date of dismissal in the application. The starting point is the day following the day the employer is notified of the upcoming dismissal.
Another date determined by agreement of the parties.

Note! If the participants/sole participant of the LLC decide to dismiss the director before the date specified in the application without the consent of the director, despite the fact that there are no guilty actions on the part of the latter, the basis for dismissal will be the decision of the owner. In accordance with Art. 278 of the Labor Code of the Russian Federation, in this case the director is paid compensation.

The retiring director must:

report on accountable funds (if any);
transfer keys, seals, documents to the new director (founders) according to the acceptance certificate.

We recommend! The transfer of affairs can take a lot of time, so it is advisable to begin it a few days before the date of dismissal of the director.

Pre-dismissal efforts

The manager bears full financial responsibility for direct actual damage caused to the company by himself, and for losses caused to the company by his actions, in cases provided for by law.

Therefore, the resigning manager should, in particular:

report on accountable amounts, if any, are registered with him, keep copies of all advance reports and documents attached to them and hand over all surpluses to the cashier;
notify the certification center and the bank of his dismissal in order to prevent cases of misuse of his electronic signature verification key certificate on documents for counterparties and on payments in the Bank-Client system after he leaves the company;
on the last day of work, hand over to the new manager the keys, seals and documentation of the LLC according to the acceptance certificate.

Self-dismissal procedure

The procedure for dismissing a manager is no different from the procedure for dismissing any other employee. The only peculiarity is that the manager himself can sign all the documents related to his dismissal - an order, as well as a work book, if the LLC does not have another employee responsible for maintaining work records

In this case, the wording of the dismissal entry in column 3 of the “Information about work” section of the work book will be the same as when dismissing other employees at their own request: “Dismissed at their own request, paragraph 3 of part 1 of Article 77 of the Labor Code of the Russian Federation That is, refer to Art. 280 of the Labor Code of the Russian Federation (“Early termination of an employment contract on the initiative of the head of the organization”) instead of Art. 77 of the Labor Code of the Russian Federation, as sometimes happens in practice, is not necessary. This was confirmed to us by Rostrud.

FROM AUTHENTIC SOURCES

“ According to the Rules for maintaining work records, upon termination of an employment contract on the grounds provided for in Art. 77 of the Labor Code of the Russian Federation (except for cases of termination of an employment contract at the initiative of the employer and due to circumstances beyond the control of the parties), a record of dismissal is made in the work book with reference to the corresponding paragraph of part one of this article. Therefore, when the head of the organization submits a resignation letter to the employer at his own request, the dismissal order and work book should indicate clause 3, part 1, art. 77

SHKLOVETS Ivan Ivanovich Rostrud

Making an entry in the work book

An entry about dismissal is made in the work book, as a rule, by an authorized person (HR inspector). In the absence of one, the director can make the recording independently. In any case, it is necessary to comply with the requirements of the instructions for filling out work books, approved. Resolution of the Ministry of Labor of Russia dated October 10, 2003 No. 69.

Read more: Documents confirming professional qualifications

The entry should look like this:

Information about hiring and dismissal

On what basis was the entry made?

The serial number of the entry is entered

The date of dismissal is written in Arabic numerals in the format dd.mm.yyyy

The following entry is made: “The employment contract was terminated at the initiative of the employee, paragraph 3 of Article 77 of the Labor Code of the Russian Federation.”

Name of the document (order), its number and date of preparation

Note! Abbreviations when making entries are not allowed.

The dismissal record is certified by the signature of an authorized person and the seal of the organization (if any).