How to correctly draw up a sample order for the resignation of the general director and carry out the dismissal procedure

Who can fire the director

If the manager independently made such a decision, he can write a petition stating that he wants to leave his job. However, the final decision is made not by him, but by the Council of Founders. His request is considered and a decision is made on it. If it is positive, the director is dismissed at his own request.

The competence of the Council of Founders includes the dismissal or replacement of the head of the company in other cases. If such a need arises, this body considers the issue in detail and makes an appropriate decision.

If the reason for dismissal is the expiration of the signed contract, then we are talking about termination of work by mutual agreement.

How can a CEO relinquish his powers?

The Tax Service recalled the main provisions related to the calculation of such contributions. Finally, the uncertainty regarding the completion and deadline for submitting documents to confirm the main type of activity for “injury” contributions for 2021 has been eliminated.

These include the purchase and sale of shares of the Company, change of legal address, change of the general director of the company and others. The reasons for changing the director of a legal entity are always different; this may be the end of his term of office, the person holding this position’s own desire to resign, the appointment of a new manager to save the company, and so on.

The decision to dismiss the director

The procedure for making a decision regarding termination of employment relations with the head of the company is as follows:

This issue is included in the agenda of the meeting of founders. They, as the owners of the company, have the right to make a decision in this case.
The issue is discussed in detail at the meeting, taking into account the reasons that led to it.
A decision is made on what to do in this situation. It must be recorded in the minutes of the meeting.
Based on the decision, an order to dismiss the director is issued.
For registration, not only the standard T-8 form can be used, but also a free form of the order. In this document, the manager relinquishes his powers based on a decision made by the founders.
In a joint stock company, such a decision can be made at a meeting with a majority vote.

If a bankruptcy procedure occurs, the management of the company is carried out by an external manager. In this case, he is the author of the order to dismiss the manager. Sometimes the external management procedure does not lead to the cessation of the enterprise's activities. In this case, the director may be returned to his previous status when the company’s work returns to normal.

Video about the procedure for terminating the powers of a director:

Sample decision to extend the powers of the director of an LLC - the sole founder

Extension of powers of the director of an LLC - the sole founder - you can download a sample document according to which this procedure is carried out on our website - is implemented taking into account the norms of both civil and labor law. Let's study this feature in more detail.

In this case, cancellation of the employment contract, if the owner is not satisfied with the subsequent results of the director’s work, will be possible (in the absence of other legal grounds for dismissal) only if compensation is paid to the dismissed director (Articles 278 and 279 of the Labor Code of the Russian Federation).

How to remove a director from the Unified State Register of Legal Entities without appointing a new one

Sometimes a situation is possible when the general director resigns and the meeting of founders does not want to object to him in this. However, there is no such obligation to immediately appoint a new manager. There is not always a worthy candidate for this responsible position. Sometimes it takes time to find the right specialist.

In this case, despite the fully formalized dismissal, information about the former manager still remains in the Unified State Register of Legal Entities. And this will remain so until a new CEO is appointed.

In this case, the person who resigned needs to contact the registration authority with an application for changes and the corresponding package of documents. In this case, you must fill out the part of the application that talks about withdrawal and leave blank the part that talks about appointment.

In practice, this situation is usually considered ambiguous. Sometimes the registration authority agrees with the statement made, and sometimes it does not. In the latter case, the dismissed person has the right to file an appropriate claim in court to protect his rights.

Entry into the work book

Registration of a director’s work book assumes that the director acts simultaneously in two roles: as an employer and as an employee. When hiring and dismissing, the documentary basis is not only the relevant order, but also the decision made by the founders. For employment language, a record of hiring, appointment or election as a director can be used.

When dismissing, the minutes of the meeting of founders, the order that he issued, or both documents may be indicated as the basis. The entry must indicate the article of the Labor Code of the Russian Federation on the basis of which this action is carried out. When making a record of hiring or dismissal, reductions are not allowed.

It is important to make entries without errors. In some cases, the work book may be considered invalid until the error is corrected.

If the dismissal is made by registering a transfer, then such an entry can be made only after an order for enrollment in the corresponding position is issued at the new place of work.

Guarantees upon dismissal

In relation to the manager, all the guarantees that are provided for by the Labor Code in relation to the hired employees of the enterprise apply. These include, in particular:

Payment of the remaining part of the salary.
Compensation for unused vacations for the entire period of work. Often a manager has a busy vacation schedule and does not get the opportunity to take advantage of annual paid leave. For many years, this situation has been repeated many times and a large amount of vacation pay has accumulated, which must be paid upon dismissal.
In case of bankruptcy or in the case when the enterprise is liquidated upon dismissal, compensation payments are provided in the form of the average salary for a certain period. The director has the right to receive them in the same way as any other employee.
However, in this case additional guarantees also apply. In accordance with Article 279 of the Labor Code of the Russian Federation, upon dismissal, as a rule, the amount of three months' earnings must be paid. This happens in cases where there are no material claims against the general director.

The need for such payment must be reflected in the decision made by the founders. It is important to note that in this case we are talking about the minimum amount of compensation. If the founders believe that the payment should be increased, then they have the right to do so, reflecting this in the decision made.

It should be taken into account that the employment contract may refer to an increased amount. For example, some companies consider it fair in such a situation to pay an additional annual salary calculated on the basis of average earnings.

Alexander Popov resigned as General Director of Nizhny Novgorod Vodokanal OJSC

On January 25, 2021, Alexander Popov returned from sick leave and resigned as General Director of Nizhny Novgorod Vodokanal OJSC at his own request. According to him, “due to the political situation around the company.” During his time at the enterprise, Alexander Popov implemented a number of strategically important projects, including being a co-author of the “Modernization” program and a concession agreement. He worked at the Nizhny Novgorod Vodokanal for more than 5 years, began his career in 2021 as a project manager, continued as director of development and investments, was later appointed financial director, and in 2021 was appointed general director.

Interesting read: Father filed for child support for his son

“The Nizhny Novgorod Vodokanal is the most important resource supply enterprise of the city, and it must be remembered that the lives of all Nizhny Novgorod residents depend on the work of this company, and in no case should the performance of a strategic enterprise be jeopardized. In the current situation, I see this threat, since recently too much politics has appeared in the work of the company, I do not share such approaches of the city administration and believe that in the daily work of the company there should be as little of it as possible, in connection with the above circumstances, I accepted decision to resign as CEO. Over the course of several years of work, we managed to conclude a concession agreement, implement a number of important projects and effectively modernize the water and sewerage infrastructure. I hope that my successor will continue to work for the benefit of Nizhny Novgorod residents,” said Alexander Popov.

How to draw up an order for the resignation of a director

The dismissal of the head of the company occurs on the basis of an order issued by him. The basis for such a document is the decision made by the founders. Although it is not necessary to use a standard form for this document, it is acceptable. In this case, you can use the T-8 form, which is used when terminating employment relations with employees.

It is allowed to write an order in free form. However, the execution of the document must comply with the rules of document flow and the following must be written in it:

At the top of the document the following must be indicated: name of the enterprise, place and date of registration, registration number
Then the type of document is indicated and its essence is briefly formulated
The main part of the document should disclose the reason for dismissal and provide a link to the relevant minutes of the meeting of founders
The position, surname, first name and patronymic of the person being dismissed must be indicated
Details of the employment contract concluded with the director are provided.
The date of dismissal is indicated
Details of the document considered as the reason are provided. This could be, for example, the minutes of the founders’ meeting or a petition from the general director himself
The relevant article of the Labor Code must be indicated
At the end of the document, the director signs with his own hand

Procedure for receiving and transferring cases

What responsibility does a manager have after leaving work? But, in addition to this, the general director is also the executive body of the company (according to Article 31 of the Federal Law “On Limited Liability Companies”), which is why the process of formalizing or severing the company’s relationship with him always takes place in a special order, and has a number of its own nuances.

Article 81, subparagraphs 9), 10) and 13) - used when the decision to terminate the contract with the director comes from the participants of the business company;
Article 280 – explains what warning period the head of an LLC must observe when resigning at his own request;
Article 83 – it is resorted to when unforeseen circumstances force an urgent change of the “first person” of the company (in the event of death, disqualification as an administrative penalty or conviction by a court verdict).

Subtleties of dismissing a director

The Labor Code specifies the grounds for dismissing the head of an enterprise:

He can petition for his resignation himself.
In case a fixed-term contract was concluded, the validity of which has expired. This happens on the basis of paragraph 2 of Article 77 of the Labor Code of the Russian Federation.
If dismissal occurs by mutual agreement, then this is provided for in paragraph 1 of Article 77 of the Labor Code of the Russian Federation.
In the event that a company becomes bankrupt. At the same time, according to paragraph 1 of Article 81, a procedure for dismissing a manager is provided.
Upon liquidation of an enterprise. This is stated in paragraph 1 of Article 81.
According to paragraph 4 of Article 81, in the case when the company has changed one or more owners.
In the case where the activities of the general director led to significant losses for the company. This is stated in paragraph 9 of Article 81 of the Labor Code.
If there has been a significant violation of labor duties by the manager (clause 10 of Article 81)
Other grounds provided for by law.

The final decision is made by the founders at their general meeting.

The basis for dismissal may be an order or instruction. The first option occurs in cases where an employment contract has been concluded with the manager. Sometimes it happens that the CEO is the sole founder of the company. In this case, in order to dismiss him from his position, it is enough for him to issue an order to appoint a new manager.

In a situation where there are two or more founders, they make the appropriate decision jointly and draw up minutes of the meeting, which should reflect the decision regarding the dismissal of one director and the appointment of another.

If you resign at your own request, you must write a statement no later than a month before the expected date of departure. When the manager is also the sole founder, such a petition is not submitted, and no monthly period is provided for registration.

A situation is possible when an employment contract was concluded with such a founder. In this case, in order to be dismissed, you will have to not only formalize the appropriate decision, but also issue an order for your own dismissal.

If the general director is dismissed, it is necessary to formalize the appointment of a new one and report the changes to the tax office, the bank and other organizations, if necessary. Typically, such information is important for all those who deal with company documents. They need to know which signature is currently legal.

How can a CEO resign?

In turn, without a valid employment contract, the hired director may well fulfill his powers (and, moreover, is obliged to do so), despite the fact that the company in this case may have serious difficulties when checked by the Labor Inspectorate. Decision to extend powers: structure of the document Thus, the powers of the head of the company, by decision of the founder, are paramount in comparison with labor responsibilities.

The specific period is determined by the constituent documents of the organization or by agreement of the parties. In practice, the following error occurs quite often. The length of the term in the employment contract with the director does not correspond to the duration specified in the organization’s charter. By agreement of the parties, it is possible to establish the validity period of the employment contract only if it is not specified in the charter.

Who signs the dismissal order?

Sometimes a situation may arise when a manager does not have the opportunity to sign an order to terminate his or her employment relationship. In such cases, it is possible to make sure that such a right is given to another person.

The following situations are possible:

The issue of dismissing the director has already been decided, and he, having written a corresponding statement, goes on vacation, hoping not to return to the company after that. In this case, he can delegate his duties to his deputy during his absence. He will receive, in particular, the right to formalize the dismissal of the general director.
You can issue an order on the right to sign on personnel documents for any trusted employee.
You can issue a job description for one of the employees and provide for the right to sign in certain cases.

If desired, the director can at any time revoke the powers granted to another person if his plans change.

Legislative grounds

When considering termination, current regulations must be taken into account. When considering issues related to the dismissal of a manager, the rules provided for in the following documents are applied:

Labor Code of the Russian Federation
Civil Code of the Russian Federation
State Statistics Committee Resolution No. 1 of 2004
laws governing the activities of a limited liability company or joint stock company

The dismissal procedure takes into account not only legal requirements, but also the internal regulations of the company. For example, when signing an employment contract, a collective agreement or the charter of an enterprise may contain provisions that significantly affect the dismissal procedure.

The law allows their presence provided that they do not worsen the employee’s situation. An example would be changes in the dismissal procedure or the payment of additional amounts in such a situation.

The CEO of an NPO (non-profit partnership) is changing

— from the moment the competent management body terminates the powers of the sole executive body, the person whose powers as the head of the organization are terminated has no right to act on behalf of the company without a power of attorney, including signing an application to enter information about the new sole executive body (general director) into the state register;

The list and forms of documents required to make changes to information about a non-profit organization that are not related to changes to the constituent documents are approved by Decree of the Government of the Russian Federation of April 15, 2021 N 212 “On measures to implement certain provisions of federal laws regulating the activities of non-profit organizations.”