Sample order to change the general director 2021

What to consider when drawing up and signing an order

When dismissing a director, it is necessary to take into account the provisions of the following documents:

Labor Code of the Russian Federation;
Civil Code of the Russian Federation;
laws on certain types of organizations (in particular, these include the Federal Law “On LLC”, Federal Law “On Joint-Stock Companies”, etc.);
regulations and clarifications of executive authorities (Rostrud, State Statistics Committee of the Russian Federation, etc.);
local regulations in force at the enterprise itself: with their help, separate rules can be established that must be followed when issuing an order for the dismissal of a director.

Based on these regulations, the following conclusions can be drawn.

If a director resigns, an order about this must be drawn up in the same way as for any other employee.
The grounds and specific procedure for terminating an employment contract used for a manager differ from that used for other employees.
The director himself must sign the order of his dismissal, indicating in it the date from which he resigns from his duties as a director. Without this, another person cannot be appointed to his position.

How exactly should an order be drawn up?

If the standard form T-8 is used for the order, the form should be filled out according to the rules established by the resolution of the State Statistics Committee of the Russian Federation. If the enterprise has its own form for this document, then it should contain the following data:

Name of the organization;
order number according to the document accounting system in force in the organization;
Date of preparation;
the name of the order (“On dismissal...”, “On termination of the employment contract...”, etc.);
the full name of the person being dismissed and the title of the position (in strict accordance with the Charter and staffing table of the enterprise);
details of the employment contract concluded with the director (number and date of conclusion);
date of dismissal;
grounds for dismissal (application, owner’s decision, expiration of the term, etc.);
article of the Labor Code of the Russian Federation, on the basis of which the director is dismissed;
signature of the person who issued the order;
a note of familiarization (when a director issues an order to dismiss himself, this looks somewhat strange, but these are the requirements of the Labor Code of the Russian Federation).

You can download the Order on the dismissal of the director using the link.

Let us consider the features of specific variants of such an order.

Order to dismiss the director of an LLC at his own request

Like all employees, the director of an LLC can resign himself. However, he needs to be guided not only by the usual norms of the Labor Code of the Russian Federation, but also by special ones that relate only to the activities of management employees. In particular, the director of an LLC must notify the owner (founder) of his dismissal at least one month in advance.

The order for dismissal at the director’s own request must indicate the following:

the basis for dismissal is a statement from the director addressed to the owner (general meeting);
reference to labor legislation - in this case to Part 3 of Art. 77 Labor Code of the Russian Federation.

You can download the Order on the dismissal of the director of an LLC at your own request using the link.

Order from the CEO to fire himself

If the general director and the founder are the same person, an employment contract may not be concluded with him, and the norms of Chapter 43 of the Labor Code of the Russian Federation do not apply to him. In this case, the manager is not required to comply with Art. 280 of the Labor Code of the Russian Federation, the notice period is one month, or even filing an application for dismissal.

The General Director, who is also the founder, will act as follows:

as a founder, he issues a decision by which he resigns from his duties as a director;
if an employment contract was concluded with him on behalf of the company, he additionally issues an order for his dismissal as a director, and if the contract was not concluded, then no order is required;
again acting as founder, he appoints a new director and notifies the tax authorities of the changes.

You can download the General Director's Order to dismiss himself using the link.

Order to dismiss the general director by decision of the founder

The director can resign himself, but he can also be fired by the founder (or the general meeting, if the organization belongs to several persons). As a basis for dismissal, the general rules provided for in Art. 77 of the Labor Code of the Russian Federation, and the decision itself, which is not motivated by anything (clause 2, part 1, article 278 of the Labor Code of the Russian Federation). In this case, the dismissed director receives, in accordance with Art. 279 of the Labor Code of the Russian Federation, compensation, the amount of which should not be less than three times the average monthly earnings.

If the director is dismissed by the founder, a dismissal order is issued. This document is drawn up according to general rules, but the details of the founder’s (or general meeting) decision are indicated as the basis. In addition, the order makes reference to Art. 278 Labor Code of the Russian Federation.

You can download the Order for the dismissal of the General Director by decision of the founder using the link.

Personnel registration of dismissal

After a decision is made to terminate the employment contract with the director, an order is issued: either according to the approved form No. T-8, or according to the form developed by the organization (Article 84.1 of the Labor Code of the Russian Federation). Then it turns out that both the line “Head of the organization” and the line “The employee is familiar with the order (instruction)” will contain the signatures of the same person.

The date of dismissal is usually indicated in the decision of the founder (participants of the company). Otherwise, the date of dismissal is considered to be the date the decision is made.

An entry on the termination of the employment contract will need to be made in the director’s work book (Article 66 of the Labor Code of the Russian Federation, clause 4 of the Rules for maintaining and storing work books, approved by Government Resolution No. 225 of April 16, 2003, hereinafter referred to as the Rules). The reason for dismissal must be indicated as formulated in Art. 278 of the Labor Code of the Russian Federation, and as a document - the grounds for dismissal, an order to terminate the contract is indicated.

At the same time, some experts believe that in the event of the dismissal of a director by decision of the founder (participants of the company), it is not necessary to draw up an order to terminate the employment contract. And in the work book, when making a record of dismissal, in the last column it is necessary to indicate not the order, but the decision of the sole founder or the minutes of the general meeting of the company’s participants (Letter of Rostrud dated March 11, 2009 N 1143-TZ).

Also, a record of dismissal will need to be added to the director’s personal card, in which he will have to sign (clause 12, 41 of the Rules).

Subtleties regarding the dismissal of a director

Does the CEO have the right to sign an order to dismiss himself?

There are two parties to an employment relationship—the employee and the employer. The employer is the organization itself, on whose behalf the sole executive body acts. His powers are determined by law and the organization’s charter. This body is the head of the organization, regardless of what his position is called (director, general director, etc.).

Thus, even when it comes to terminating an employment contract with the head of an organization, the director himself must draw up the necessary documents (including the dismissal order), since he is the sole executive body until the moment when the position will be assigned to another person. This follows both from the content of labor and civil legislation, and from the explanations of state executive authorities (in particular, Rostrud letter No. 1143-TZ of 2009).

It is necessary to remember the following nuances according to the Labor Code of the Russian Federation.

The day of dismissal is the last day on which the employee works. Until this moment, he is subject to all rules regarding rights and responsibilities, including official ones. Consequently, until this moment the general director retains his powers, and the order can be signed by him earlier.
There are no exceptions for the head of the organization.

Consequently, the manager has the right to sign documents on his dismissal.

Who, besides the general director, can sign an order

In some cases, the director is not able to sign documents. The legislation provides the following ways to solve this problem.

Execution of a power of attorney for one of the employees (usually a deputy), giving him the right to sign for such documents.
Issuance of the corresponding order by the director himself. This can be used when, for example, a manager is going on vacation with subsequent dismissal and appoints his deputy to perform his duties during this time.
Drawing up a job description for one of the employees, providing for the right to sign personnel documents. This is often practiced for the head of the personnel service (HR department).

The legislative framework

To summarize, we can draw a conclusion about what laws and other regulations should be followed when dismissing the head of an organization.

Labor Code of the Russian Federation. The Code establishes the need to draw up a document such as an order, and the grounds on which dismissal can be made.
Resolution of the State Statistics Committee of the Russian Federation No. 1 of 2004. Unified forms have been approved, including for dismissal orders. Since 2013, when the Federal Law “On Accounting” came into force, their use is no longer mandatory, however, if the enterprise has not developed its own form, it is necessary to use the T-8 form, which is approved by this resolution.
Civil Code of the Russian Federation. Describes the organizational and legal forms in which legal entities exist and the powers of their governing bodies.
Regulatory acts regulating the activities of certain types of organizations. For example, the Federal Law “On Limited Liability Companies” is important for LLCs, for JSCs the Federal Law “On Joint Stock Companies” is important, etc.

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Order on termination of powers of the General Director sample

The grounds for the dismissal of the head of the enterprise (director), and therefore the grounds for drawing up an order for the dismissal of the director, may be the following: 1. In connection with the bankruptcy of the company. 2. The director resigns due to the expiration of the employment contract.

The decision to dismiss a director is made at a meeting of founders based on the voting results. After the members of the Company at the meeting made a decision to dismiss the director, an order is issued in free form to relinquish all powers to manage the organization.

In the order for the dismissal of a director, it is necessary to include a heading (the name of the Company and its legal form), number, place and date of creation of the order. Next, the title briefly indicates the contents of the order (it is not necessary to write “about the dismissal of the general director”; it would be correct in the example we indicated).

The text indicates the reason why the director is relinquishing his powers as a manager, and a link to the document on the basis of which this order was drawn up.

In the event of his own dismissal, the director himself can sign the dismissal order, since according to the law, only the executive body of the Company has the right to sign orders for personnel. And in this case, this is the general director.

After registering the dismissal in the work book, the dismissed general director himself signs and certifies it with a seal. A personnel employee can also make a record of dismissal, if one is on the staff.

In column 4 of the work book, be sure to indicate a link to the owners’ decision.

Files for downloadSize Order of dismissal of director form download (completed)2.62 kb

Sample order for dismissal of general director

Contents: The manager, who carries out all the necessary management functions, is appointed to the limited liability company by the meeting of founders.

The employment of a manager is formalized by an order of appointment to a position, and the termination of employment relations (dismissal) is also formalized by a corresponding order.

When the term of the employment contract with the director expires or circumstances arise that facilitate the change of the person holding this position, a corresponding order is issued.

An order to change the director of an LLC is not one, but two documents.

First, it is necessary to terminate the employment relationship with the former director, for which an order is issued to remove him from office.

This document is signed by the outgoing manager himself. After the meeting of the founders, a protocol is drawn up, which reflects the decision to change the general director.

This protocol is the basis for the appointment of a new sole executive body (Article 40 of Federal Law No. 14-FZ). In order for the newly elected director to assume his position, it is necessary to draw up an order for his appointment. In 2021, as before, the content of the order is drawn up arbitrarily.

The main thing is to have all the necessary information:

The name of the LLC is in full in the header of the order.
The city in which the society operates.
Signature of the new director under the order, seal of the LLC.
The text of the order itself. It must contain full name. new director, assigned position, link to the minutes of the meeting of founders at which the decision to change the director was made. The term for which the new leader is elected may also be indicated.
The word “Order” itself, its number and date of signing.

A sample order for changing the director of an LLC can be found here. The execution of the order must be timely, that is, on the same day after the meeting of founders or the next day after it, since this document must be presented to the notary along with an application in form P14001.

In order for a new director to assume his position fully, the previous one must relieve himself of his duties by means of an issued order. Only after this, a new order is issued on the appointment of the executive body of the LLC, already signed by him.

How to draw up an order to extend the powers of a director - sample for downloading

July 17, 2021 The powers of a director may extend for an indefinite period or for a specific period of time. Often an employment agreement is concluded with the CEO for a limited period of time.

Extension of powers occurs in a special manner, and it is mandatory to issue an order, a sample of which can be downloaded below. The need for an extension procedure In the case where the company's Charter specifies the term of office of the head of the company, an order is required to extend the authorized functions.

At the end of the period of validity of the employment contract of the head of the company, the question arises about subsequent relations between the parties to the contract: termination of the employment contract, extension for a certain or indefinite period.

Article 79 of the Labor Code of the Russian Federation describes the rules for the extension and termination of a fixed-term employment agreement, additional grounds for the director - Art.

278 Labor Code of the Russian Federation. The period of validity of an employment agreement with the head of a legal entity is established by agreement of the parties or the constituent documentation of the company. A legitimate basis for making a decision to extend the term of a company director may be a meeting of founders, company specialists, shareholders or other team members capable of adopting this type of resolution.

Based on the verdict, a protocol of the authorized body is drawn up. If there is a sole participant in the company, a protocol is not drawn up.

The decision made is the basis for formalizing labor relations with the head of the company and an order to extend his powers.

Also download a sample order for the appointment of a director of an LLC.

The law does not provide clear and strict requirements for the form of the document.

In practice, a certain template has been developed for the preparation of personnel documentation, which includes some key blocks. Their presence is a guarantee that the form will contain all the necessary information and will not cause differences of opinion among interested parties (enterprise employees, supervisory authorities).

Information to be specified when drawing up an order to extend powers:

company data (name, address, telephone);
title;
details of the order (date, place of issue, number);
main block of the document - includes information about the conditions for extending labor functions, the period of validity and the basis for the decision of the authorized body (meeting of founders, board of directors);
the final block contains personal data of the employee holding the position of head of the company;
entry into force of the order (from the date of its signing);
director's signature.

An order extending the powers of the director of the LLC is issued on behalf of the head of the legal entity, the phrase is used: “in accordance with the decision of the Sole Member of the Company (or other authorized person or body) ... I begin to fulfill my duties” (indicate the details of the basis document and the new date of entry powers).

A signed order is required to be provided when working with notary offices, tax inspectorates, and banking institutions. This form of document does not contain information about the manager’s salary and other information provided for other specialists of the company when hiring.

The order relates to documentation on the main activities of the company, its main direction is the identification of the head of the enterprise, and not his labor functions. A stamp is placed on the form developed for a specific company, but its absence will not be considered a violation. And for external contractors, the presence of a seal is a mandatory condition.

Documents related to the main activities of the organization are stored permanently.

Order to extend the powers of the LLC director - . Another example of an order is . Didn't find the answer to your question in the article?

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Grounds for extending the powers of the General Director

Experts recommend carrying out the procedure through dismissal and rehiring of the same person, thus extending the authority of the manager. Admission is carried out after an appropriate decision from the company's participants and the issuance of an order. The order is drawn up in free form on company letterhead, indicating the full name of the appointed person and his leadership position.

The company's participants make a decision to extend the powers of the general director. This is done using a special protocol. Such protocol and decisions are grounds for extension. It indicates that the powers under the employment contract, the term of which has come to an end, have ceased. In this regard, the director is rehired. Based on the protocol, information about the termination of the contract and the conclusion of a new document is also entered into the work book.

An additional basis is an order.

How to extend the powers of a director if he is the only founder?

If the director is the only founder, then there can be no talk of a meeting of participants. In this case, it is enough to decide that the responsibilities remain with him. Additionally, an order is drawn up - it can be requested by banks and notaries.

After this, the executed orders are attached to the company’s documents. It is important that the text of the order fully complies with what is written in the Charter of the company.

Order to change the general director

November 08, 2021 at 00:00 The change of the general director must be reflected in the orders.

But there are certain specifics when preparing personnel documents for a manager.

The legislator did not provide for the possibility of extending a fixed-term employment contract for a new term without terminating the previous contract.

Only the first person of the company has the right to issue orders on behalf of the company. Therefore, in the event of a change of general director, it will be necessary to issue (execute) 2 resolutions.

Companies often call this document an order “On changing the general director of an LLC,” although it would be more correct to call it an “Order on the appointment of a new director.” After concluding a new employment contract with a top manager, the following orders are issued:

about the dismissal of the head of the company (personnel document);
on hiring a new manager (personnel document);

and are internal personnel documents, they indicate the conditions of labor relations between the employee and society (hiring: position, salary, nature of work, place of work, employment; dismissal: days of vacation).

Sample orders for changing the general director can be downloaded below. This is a document of the company’s main activities; it should not contain third-party information. Therefore, we recommend issuing two additional resolutions:

about relinquishing his powers (signed by the old boss);
on taking office and entrusting him with powers to represent the interests of society (signed by the new head)

These resolutions can be used for presentation upon request.

For example, originals and copies of the document on taking office may be required for presentation to various authorities and organizations (state funds, banks, when participating in tenders and concluding contracts, etc.). If there is no position of chief accountant, then these documents also reflect the responsibility for this functionality.

If the first person of the company changes his last name or passport, in addition to the personnel registration of this change (additional agreement), it is necessary to issue an internal order to change the last name of the general director of the LLC.

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And in the future, notify all necessary organizations (banks, counterparties) about this. FMS tax officers are required to inform the tax authorities themselves.

Since 2011, organizations are no longer required to notify government authorities about such changes (Law No. 169-FZ of June 1, 2011).

Further changes should be reflected in the Unified State Register of Legal Entities. Author: Table of Contents If you find an error in the text, please let us know by highlighting it and pressing Ctrl+Enter Subscribe to the HR Club news Once a week we will send the most important articles to you by e-mail to experts Do you have a question? Ask an expert and get an answer from the personnel council. The dismissal of an LLC director hired by a decision of the general meeting of company participants has some peculiarities.

In some cases, the new manager must sign the order to terminate the employment agreement and issue a work book to such an employee. Otherwise, the former director risks violating the requirements of the law, the RF Supreme Court confirmed. 03 July 2021 at 15:50 Dismissal of a director at his own request is not an easy procedure.

It takes more time to complete it than when an ordinary employee leaves the organization.

How to change a manager

The head of the company is elected for a period determined by the charter of the company (whether it is a JSC or LLC). The procedure for issuing an order to remove the powers of the general director depends on how he was appointed to this position. In the vast majority of cases, issues of changing a top manager—the appointment and removal of the company's first person—are decided by the general meeting.

Based on the decision of the general meeting, a fixed-term employment contract is concluded with the manager for the period specified in the company’s charter or indicated in the minutes (maximum 5 years).

If the decision to change the general director (termination of powers of one employee and appointment of another) was made at one meeting, then both of these points are reflected in one protocol.

If a manager is re-elected to a position as part of the “extension of powers” procedure, it is necessary to conclude a new fixed-term employment contract, in accordance with the new protocol. The legislator did not provide for the possibility of extending a fixed-term employment contract for a new term without terminating the previous one.

How to dismiss a manager according to the law - draw up an order for the dismissal of the director

April 25, 2021 A director can be fired for many reasons - violation of the labor code, abuse of power, a one-time gross violation, agreement of the parties, termination of the employment contract, the director’s (general) own desire.

All grounds are specified in the Labor Code of the Russian Federation.

The following circumstances serve as grounds under which the head of a company may be subject to dismissal:

in case of bankruptcy of the enterprise;
the employment contract has expired;
when the leader expresses his own desire (in this case, an extraordinary meeting of the founding council is initiated);
the occurrence of other reasons prompting dismissal (their list is indicated in the employment contract and the labor code).

CONTENT: The procedure for dismissing the general or other director of an LLC involves completing the following specific steps:

the process of registering an application from the first director with intentions to resign (for some cases, this stage is not a mandatory action. If the director resigns of his own free will, then the application is required);
convening a meeting of the founders, where a vote is taken on the dismissal of a specific manager, and the candidacy of a new successor is planned (a minutes of the meeting is prepared, which reflects all the points considered and decisions made);
preparation of the appropriate order to terminate the employment contract with the director (form T-8);
recording the entry in the work book (a link is made to the details of the previously specified protocol) with mandatory certification with a seal.

If the constituent meeting was unable to decide on the candidacy of the future leader, the vacant position may be temporarily filled by the chief accountant, who has the right to sign local documents related to the personnel sphere.

It is convenient to use to place an order.

After the decision of the constituent meeting on the dismissal of the manager is made, a corresponding order is drawn up in the specified form, which reflects the following main features.

The header of the document is drawn up, where all the details of the company are indicated (name, type of organizational and legal form, etc.).
Next, the date and place of drawing up the order are indicated.
After the name of the document, you should indicate a title in which you need to indicate the semantic meaning of the main action it is focused on - the dismissal of the director.
The text explains the reason on which the decision to dismiss was made. A link to the document that necessitated the issuance of the order (minutes of the meeting and its details) should be indicated.
The dismissed manager has the right to sign the order himself, since only he is delegated the right to sign documents aimed at personnel changes.

According to the legislative framework (Clause 1, Article 243, Article 277 of the Labor Code), the first manager is a financially responsible employee.

Therefore, upon his dismissal, it is necessary to initiate the work of the inventory commission, which will be charged with the task of recalculating material assets. Such an order must be issued to the executors by the dismissed director personally.

Based on the results of the work of this commission, a number of conclusions are drawn:

about the safety of material assets or, conversely, their loss;
with what efficiency the dismissed manager performed his functions and how his activities were reflected in the company’s economic performance indicators.

If damage is identified, the director is obligated to compensate it in full.

Sample order for dismissal of the director of an LLC at his own request -.

On termination of the contract with the general director for violations - . Didn't find the answer to your question in the article? Get instructions on how to solve your specific problem.

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What are the grounds for early termination of an employment contract with a director?

1. Provisions of Art.
81 Labor Code of the Russian Federation. Namely, as a result of the director making decisions that caused harm to the health of the organization’s employees or damage to the company’s property. In addition, dismissal under Art. 81 is possible if the director fails to fulfill his duties properly.

2. Provisions of Art. 278 of the Labor Code of the Russian Federation (taking into account the position of the Armed Forces of the Russian Federation).

Namely, based on the decision of the owners, regardless of the reasons that influenced its adoption (clause 9 of the resolution of the Plenum of the Armed Forces of the Russian Federation dated June 2, 2015 No. 21).

If a director is dismissed on the grounds given in clause 1, no compensation is expected to be paid in his favor. If the director resigns under clause 2, compensation is due, and its amount should not be less than 3 monthly salaries (unless a larger payment is provided for in the employment contract).

Another possible mechanism for dismissing a director is liquidation of the company. Let's consider its specifics in more detail.

On our forum you can get an answer to the question that arose in your mind during the preparation of various types of documents. For example, here you can exchange experience on the procedure for terminating an employment contract with the head of the organization.

If the director’s order to dismiss himself has not been issued, then in his work book in the column “Name of the document on the basis of which the entry is made” you must provide a link to the minutes adopted at the meeting of the founders.

In the column “Information about hiring” you need to provide wording that corresponds to the reason for dismissal, which is reflected in the protocol (that is, there must be a link to the applicable article of the Labor Code of the Russian Federation).

An entry in the work book of a dismissed director can be made and certified by a HR specialist or another competent person of the company (it can be determined by the same minutes of the meeting of founders).

Otherwise, the work book is filled out and certified in the same way as when dismissing an ordinary employee.

Dismissal of a manager - sample order, answers to questions

It will be necessary to notify the founders of the upcoming meeting 30 days before the expected date.

At the end of the meeting, a protocol will be drawn up, which will be displayed in the dismissal order itself.

In this case, the order provides a reference to clause 3 of Article 77 of the Labor Code of the Russian Federation - one’s own desire (employee initiative).

In addition to his own desire, a manager can be removed from duties for a number of reasons.

They are spelled out in Art. 278 Labor Code of the Russian Federation:

other reasons (they apply mainly to senior management, for example, making unreasonable decisions, violation of the organization’s charter, etc.).
adoption of a decision by an authorized person to remove an acting director from work;
removal due to bankruptcy of the organization;

Also relevant for management personnel are the following grounds for dismissal from Art.

Order on early resignation of the General Director

CLOSED AK T I O N E R N O O S S CE T O "A O K V O R U M" ORDER on early termination of powers of the general director of the company dated 02/29/2008. No. 4 Moscow Based on Resolution No. 11 dated 02/29/2008 of the General Meeting of Shareholders of the Closed Joint Stock Company "JSC Quorum" (minutes dated 02/29/2008

No. 16 of the General Meeting of Shareholders of the Closed Joint Stock Company "JSC Quorum"), I prematurely terminate the powers of the General Director of CJSC "JSC Quorum" from March 1, 2008. General Director Introduced to: Technical Director HR Director Commercial Director Chief Accountant Legal Adviser

What does an order to terminate the powers of the general director look like?

If the administration of the organization, you need to obtain the employee’s written consent to the transfer.

In practice, consent is most often formalized as follows. The employee writes on the transfer order: “I agree to the transfer.”

At the same time, the employee must be notified before issuing the order (Article and Labor Code of the Russian Federation). There is no unified form of notification, so the organization can issue it in. On it, the employee must express in writing his consent or disagreement with the transfer.

If an employee refuses to transfer, he can be fired:

If the initiative to transfer comes from the head of a structural unit, you need to prepare. In this document, the head of the department must characterize the professional and business qualities of the employee and justify the reason for the transfer.

Order of dismissal of the director and removal of powers

Part 25. How to accept online payments
Part 24. Hanging orders...
Part 23.
About partners and competitors Part 22.
About the phone
Part 21. First client
Part 20.
Pricing and census of goods Part 19.
An employment agreement with a director is drawn up at the initiative of the owners, and the director may not have any relationship with the founders of the organization.
An employment contract with a manager terminates in the following cases:
1. if the corresponding decision is made by the owner of the organization;

The decision to dismiss a director is made collectively if there are several founders of the organization. By letter of Rostrud of the Russian Federation No. 1143-TZ dated March 11, 2009.

Assignment and termination of powers of the sole executive body

Document Designer>LLC> Grounds for termination of powers of the sole executive body The sole executive body (general director, director, chairman, president) is an official who carries out activities to manage the Company (LLC), as well as makes decisions on issues not within the competence of others bodies of the Society. The activities of the sole executive body (hereinafter referred to as the sole executive body), like all employees, are regulated by an employment contract. According to Art. 275 of the Labor Code of the Russian Federation, the validity period of the employment contract with the sole executive officer is determined in the charter of the Company or by agreement of the parties.

An employment contract with an individual employer may be terminated on general or additional grounds. Based on Art. 77 of the Labor Code of the Russian Federation, the general grounds for termination of an employment contract with an individual sole executive include:

by agreement of the parties;

due to the expiration of the employment contract;

termination of an employment contract at the initiative of the LLC;

termination of an employment contract at the initiative of the director (EI);

and other reasons.

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In accordance with Art. 280 of the Labor Code of the Russian Federation, an individual sole executive 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 one month in advance.

Additional grounds for terminating an employment contract with an individual sole executive include:

termination of powers due to insolvency (bankruptcy);
termination of powers in connection with the adoption by the authorized body of the LLC, or the owner of the property of the LLC, or a person (body) authorized by the owner of a decision to terminate the employment contract (Article 278 of the Labor Code of the Russian Federation).

The procedure for terminating the powers of the sole executive officer (director of the LLC) According to paragraphs. 4 paragraphs 2 art. 33 Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as the Federal Law on LLC), the decision to terminate the powers of the sole executive officer is made by the general meeting of participants or the sole executive body of the Company.

The decision to terminate the activities of the director (EDO) must be formalized in the form of a protocol or decision. Once a decision is made, an order will need to be issued.

The order to resign is issued by the director himself. Data on the individual sole proprietor is contained in the unified state register of legal entities (hereinafter referred to as the Unified State Register of Legal Entities) and therefore, upon termination of the powers of the individual legal entity (director), it is necessary to carry out state registration. Within three days after the decision on termination of powers is made, the following list of documents must be provided to the registration authority:

protocol or decision on the election of the sole executive body;
a copy of the order on resignation;
application in form P14001.

The state fee for making changes to the Unified State Register of Legal Entities is not paid.

The application form P14001, as well as the procedure for filling it out, was approved by Order of the Federal Tax Service of Russia dated January 25, 2012 No. The application must be drawn up and filled out in strict accordance with the specified form and the established requirements for its completion.

An application in form P14001 is submitted to the registration authority in notarized form. A package of documents can be submitted to the registration authority by the director himself or an authorized representative. In the latter case, the representative must have a power of attorney with him.

In accordance with paragraph 1 of Art. 9 Federal Law

“On state registration of legal entities and individual entrepreneurs”

dated 08.08.2001 No. 129-FZ, documents can be sent to the registration authority in the following ways: through a multifunctional center for the provision of state and municipal services; by post; in the form of electronic documents, using public information and telecommunication networks, including the Internet, including a single portal of state and municipal services. State registration of amendments regarding the termination of powers of the director of an LLC is carried out within five working days from the date of submission of documents to the registration authority.

Dismissal of the CEO by decision of the founder

The director may resign from the organization at his own request or due to the expiration of his employment contract. And the director can be fired. One of the grounds for this is the decision of the founder (participants of the company) to terminate the employment contract with the director (clause 2 of Article 278 of the Labor Code of the Russian Federation).

On this basis, both a fixed-term and an open-ended employment contract can be terminated. At the same time, the participants of the company are not obliged to provide reasons why such a decision was made (clause 9 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated June 2, 2015 N 21).

However, in some cases, it is impossible to dismiss a director in accordance with the general rules of the Labor Code of the Russian Federation, which also apply to persons holding management positions. For example, if the director is a pregnant woman (Article 261 of the Labor Code of the Russian Federation, clause 26 of the Resolution of the Plenum of the Armed Forces of the Russian Federation dated January 28, 2014 N 1), or if the director is on sick leave or on vacation (Article 81 of the Labor Code of the Russian Federation, clause 50 Resolution of the Plenum of the Armed Forces of the Russian Federation dated March 17, 2004 N 2). In both cases, termination of the employment contract is possible only upon liquidation of the company.

Order for the dismissal of a director: sample filling, download form

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The grounds for the dismissal of the head of the enterprise (director), and therefore the grounds for drawing up an order for the dismissal of the director, may be as follows:

1. Due to the bankruptcy of the company.

2. The director resigns due to the expiration of the employment contract.

3. At personal request (the dismissal order in this case is drawn up on the basis of the minutes of the extraordinary meeting of the founders).

4. For other reasons that must be specified in the employment contract.

When changing/dismissing the head of an organization, it is necessary to prepare minutes of the general meeting of founders and a dismissal order . The decision to dismiss a director is made at a meeting of founders based on the voting results.

After the members of the Company at the meeting made a decision to dismiss the director, an order is issued in free form to relinquish all powers to manage the organization.

The text indicates the reason why the director is relinquishing his powers as a manager, and a link to the document on the basis of which this order was drawn up. In the event of his own dismissal, the director himself can sign a dismissal order , since according to the law, only the executive body of the Company has the right to sign orders for personnel. And in this case, this is the general director.

When a director of a company is dismissed, appropriate entries are made in his work book according to the general rules within the framework of the following regulations: instructions for filling out work books, Article 66 and Article 84.1 of the Labor Code of the Russian Federation, as well as the Rules for maintaining and storing work books. After registering the dismissal in the work book, the dismissed general director himself signs and certifies it with a seal. A personnel employee can also make a record of dismissal, if one is on the staff.

In column 4 of the work book, be sure to indicate a link to the owners’ decision.

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Drawing up a dismissal order and making an entry in the work book - where can I get a sample?

Since the director is also an employee of the company, documentation of the fact of his dismissal can be carried out using the usual dismissal order in the T-8 form.

Find out how to fill out the documents required upon dismissal, and where to get a sample of their execution when dismissing a general director, from the articles on our website:

“Unified form No. T-8 - form and sample filling”;
“Unified form No. T-61 - form and sample.”

The director will have to sign such an order himself and sign for familiarization with it (Article 84.1 of the Labor Code of the Russian Federation).

If the resigning director does not issue an order, as justification in the work book (column 4) you can indicate the details of the protocol of the owners’ decision to terminate the employment relationship with the director.

Order on early resignation of the director

The head of an organization (director, general director) has the right to resign early by notifying the employer (the owner of the organization's property, his representative) in writing no later than one month in advance (Article 280 of the Labor Code of the Russian Federation). After the director submits an application, the employer or a meeting of company members must make a decision on it. Based on the results, a protocol is drawn up, which reflects the decision to terminate the employment contract with the manager. On the last working day, the director issues an order to terminate the powers of the director.

Only the owner can fire a director

Whoever hires an employee can fire him. In the case of the general director, this rule applies strictly. Hiring the head of an organization is the prerogative of the property owner. Also, the issue of dismissal of the director is within the competence of the founders.

Appointment to the position of general director relates to the powers of the owners of the enterprise's property. If the organization has a single founder, then the appointment to the position is formalized by his decision to appoint a general director. If there are several owners, then a protocol is drawn up.

So, in order to terminate an employment contract with the head of an enterprise, you need a decision from the owner of the organization’s property. In limited liability companies, such a decision is formalized (subparagraph 4, paragraph 2, article 33 of the Federal Law of 02/08/1998 No. 14-FZ):

decision if the company has one owner;
minutes of the general meeting of participants, if there are several owners.

In joint stock companies, the decision to change the director is made by the general meeting of shareholders or the board of directors (Clause 3, Article 69 of the Federal Law of December 26, 1995 No. 208-FZ).

Especially for readers of the portal, our experts have prepared a completed sample of the founder’s decision on the early termination of the director’s powers.