How does the dismissal of a director proceed by decision of the founders, without their consent and by agreement of the parties? Who signs the order?

Who signs the work book upon dismissal of the director?

Decision of the workforce, owner, manager.
It is possible to terminate the employment relationship with the general director on the initiative of a decision of the authorized body of the legal entity, the owner of the assets, or the authorized owner.

The final decision on termination of the employment contract is made in relation to the head of the unitary enterprise in accordance with current legislation. When making this decision, an entry is made in the work book:

• serial number, column 1;
• date of termination of the employment contract, column 2;
• reason for dismissal - column 3;
• the legal document on the basis of which the dismissal occurred.

Dismissal for other reasons

The constituent documents and employment contract may stipulate other reasons for the dismissal of the general director. And they will not necessarily be specified in the laws. Such reasons include: failure to perform or improper performance of their duties by the manager. In case of dismissal for the specified reason, the employment record will look like this:

• serial number – column No. 1;
• date of dismissal of column 2;
• the reason for termination of the employment relationship is the third column;
• legal document regulating reduction.

The law states that all entries in the work book must be certified by the employee himself, an employee of the personnel department and the seal of the employer. According to the law, the manager receives a work book on the day the employment contract is terminated. When it is issued and received by the employee, he signs the personal card.

At your own request

Current legislation ensures unimpeded termination of a contract if it is done at will.

Therefore, the head of an organization can resign of his own free will, without any restrictions in this matter, regardless of who owns his enterprise.

But the application must be submitted 2 weeks before termination of work, as for any other employee. If necessary, this application is considered by a meeting of the co-founders, which must be held within these 2 weeks.

The manager has a dual status: the status of an employee and the status of an authorized person. As an ordinary employee, his severance of industrial relations can be done on any general basis (including at his own request).

But as an official, he has many responsibilities and powers in the company, which adds some nuances to this process.

Since fixed-term employment agreements are concluded with managers, the termination of the working relationship in any case will be early.

For such a severance of industrial relations, it is necessary to obtain an application from the owner of the enterprise.

This application is filled out by the resigning manager himself, on the basis of which the existing representative of the organization makes a decision and signs it. The application is registered in the registration journal.

Regulatory acts

Regulatory acts that regulate the entry of information into the Labor Code of an authorized person are based in special documents provided for by law.

The legal basis is:

• decision made by the society of co-founders;
• local acts and regulations;
• general rules on how to maintain and store a book are provided for by law;
• instruction (No. 69), which was established by the Ministry of Labor;
• article 66 parts 3 and 4 in the Code of the Russian Federation;
• letter from the Ministry of Labor dated December 19, 2007.

All information entered must be free of errors or erroneous data and must comply with these instructions.

Registration of a work book upon dismissal of a director

For example, he can provide himself with annual paid leave, since he is the immediate manager of the organization. Also see "". If the general director is to be dismissed, the entry in the employment record must be signed by him (if there is no other person authorized by him for this) .

Who can sign the employment record of the director’s dismissal?

Please tell me, when dismissing the general director, who should sign the notice of dismissal in the work book? No. 225 “On work books”, upon dismissal of an employee (termination of an employment contract), all entries made in his work book during his time working for a given employer are certified by the signature of the employer or the person responsible for maintaining work books, the seal of the employer and the signature of the employee himself. B Art.

Basic moments

According to the Labor Code, every employee has the right to resign at will. To do this, it is enough to express such a wish in writing and, after proper registration, interrupt your work activity.

An example of such a situation is the voluntary dismissal of the general director of an LLC.

Special cases

How to make an entry in the work book about the appointment of a director if he is the sole founder of the enterprise? The problem of such registration for work is not clearly reflected in the current legislation. The Labor Code of the Russian Federation deals with the relationship between employers and employees, but does not provide for a situation where there is practically no employer. How and on what basis can an entry be made in the work book in this case?

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. 280 Labor Code of the Russian Federation. Moreover, such a notice period is valid upon termination of both fixed-term employment contracts (regardless of their duration) and open-ended ones. 280 Labor Code of the Russian Federation; Letter of Rostrud dated March 6, 2013 No. PG/1063-6-1. Rostrud thinks the same.

FROM AUTHENTIC SOURCES

SHKLOVETS Ivan Ivanovich

Deputy Head of the Federal Service for Labor and Employment

“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 indefinite.”

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. 1, 2 tbsp. 35 of Law No. 14-FZ.

Participants must be notified of the general meeting no later than 30 days before the date of the meeting. 1 tbsp. 36 of Law No. 14-FZ. Please note that each participant must have already received notice by this time. 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.

We suggest you read: Is it possible to register a person without the consent of other owners?

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 No. 14-FZ “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).

The meeting will take place on September 1, 2014 at 10:00 am at the location of the company: 111401, Moscow, st. 1st Vladimirskaya, 31, building 2, office 106.

21.07.2014

When an LLC consists of one participant, then from the day he receives the specified notification, he is considered to be notified of both the dismissal of the manager and the need to make a decision on the appointment of a new candidate to this position. Resolution 17 AAS dated July 24, 2014 No. 17AP-6075/2014-GK.

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 notice by the last of the participants. Appeal ruling of the Belgorod Regional Court dated June 26, 2012 No. 33-1744.

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 the Unified State Register of Legal Entities;
• for citizen participants - at the address of their place of residence, which the LLC has.

https://www.youtube.com/watch?v=ytdevru

The LLC must have information about the addresses of citizen participants, because it is obliged to maintain a list of participants. 1-3 tbsp. 31.1 of Law No. 14-FZ. Moreover, if the address is already out of date, and the participant has not informed the LLC about this, then notifying him at the existing address will be considered appropriate. Since all risks associated with the participant’s failure to provide current information about himself to the public are borne by the participant. 1, 3 tbsp. 31.1 of Law No. 14-FZ; Appeal ruling of the Omsk Regional Court dated November 21, 2012 No. 33-7337/2012.

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 2-NDFL 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 information. 1, 2 tbsp. 102 Tax Code of the Russian Federation; clause "d" part 1 art. 5, part 1 art. 6 of the Law of 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ). The extract from the Unified State Register of Legal Entities provides only 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 the Unified State Register of Legal Entities. 2 tbsp. 6 of Law No. 129-FZ; clause 11 of the Procedure, approved. By Order of the Ministry of Finance dated November 23, 2011 No. 158n.

How is the dismissal of employees due to liquidation carried out?

An important point in successfully fulfilling the legal requirements regarding the dismissal of employees in connection with liquidation is the mandatory notification that is sent to each employee of such an organization two months before the date of its official final liquidation.

Such a written personal warning is prepared in any form. It does not have a fixed form. In most cases, a special form of the organization is used.

This notification requires the following information:

• About the reasons for the proposed dismissal and its date
• About the guarantees that an employee will be provided upon dismissal

Registration of termination of employment relations with the general director

The dismissal of the general director has some special features of the procedure

First of all, it is necessary to determine the basis for dismissal and the notice period. As mentioned above, in case of termination at the initiative of the employee, the notice period is 1 month. If an employee’s employment contract expires and will not be renewed, he must be notified 3 days in advance. This is required by general labor legislation if a specific date is specified in the employment contract.

That is, if the general director’s contract specifies not a period, but the occurrence of a specific event, then a warning is not necessary. The general director is notified of dismissal by a person authorized to do so by the general meeting.

In the case when dismissal occurs for other reasons emanating from the employer, no specific deadlines are provided. Before issuing an order, you must document the employee's dismissal. If this is an application of your own free will, or the end of the employment contract, no additional documents are required.

When a decision on dismissal is made at a general meeting of founders, it is necessary to keep written minutes and the decisions made by the meeting, on the basis of which the order is issued. Upon dismissal for various violations, an internal investigation must be conducted, formalized in accordance with all the rules.

After this, an order is drawn up. It must be signed by the general director himself, since it is he who is authorized to sign all administrative documents of the organization. In some cases, such an order may be signed by the successor to the post of general director.

In cases where it is impossible for the general director to sign an order personally, the general meeting may authorize one of the members to do so. There is another way to formalize the termination of employment relations with the general director; it is recommended by Rostrud: “All issues related to formalizing the dismissal of a manager are resolved by the owner of the organization or his authorized person. An order to dismiss a manager is not issued. In the work book, column 4 indicates the owner’s decision.”

In practice, this recommendation is implemented as follows: regardless of the grounds for dismissal, a decision is made by the general meeting of founders. That is, something like this: “The general meeting of Romashka LLC considered the application for dismissal (materials of the internal investigation) and made a decision...” In this case, the work book indicates the details of the decision made by the general meeting. If an order was issued, then it is entered in the work book.

We must not forget that the work record book and all due payments must be given to the general director within the same time frame as an ordinary employee, even if he is fired for negative reasons.

Correct and complete execution of documentation related to the dismissal of the general director will allow the organization to avoid the imposition of sanctions when checked by labor inspectors and in the event that the dismissed employee begins to challenge his dismissal.

For example, a general meeting, board of directors or management board. But in any case, an order must be issued signed by the dismissed director. In it, instead of the usual wording, the decision of the owner (meeting, board of directors or board) may be announced. This decision is attached to the order. This will ensure compliance with enterprise and labor laws.

Our lawyers are ready to help you in difficult cases. Please contact us using the contact information provided.

But the following video will introduce you to the specifics of hiring a general director: https://www.youtube.com/watch?v=vTzaWOrwv0Q

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See also:

Entries in the work book of the general director: sample

The special legal status of the head of the organization also determines the peculiarities of terminating labor relations with him.

In addition to the general grounds provided for by the legislation of the Russian Federation for all categories of employees, termination of an employment contract with the head of an organization may be caused by additional grounds. Additional grounds for terminating an employment contract with the head of an organization include the grounds provided for in Art. 278 Labor Code of the Russian Federation.

The Supreme Court, in its Resolution of the Plenum dated 06/02/2015 No. 21 “On some issues that have arisen in the courts when applying the legislation regulating the work of the head of the organization and members of the collegial executive body of the organization” in paragraph 1 indicated that the provisions of Chapter 43 of the Labor Code of the Russian Federation apply to managers organizations (directors, general directors, etc.

• if the head of the organization is the only participant (founder), member of the organization, owner of its property;
• if the organization is managed on a contractual basis by another organization (management organization) or by an individual entrepreneur (manager).

So, from the provisions of the norm of paragraph 1 of Art. 278 of the Labor Code of the Russian Federation, that the employment contract with the head of the organization is terminated due to the removal from office of the head of the debtor organization in accordance with the legislation on insolvency (bankruptcy).

In order to properly formalize the termination of an employment contract with the manager on the basis provided for in paragraph 1 of Art. 278 of the Labor Code of the Russian Federation, and subsequent entry into the work book, it is necessary to comply with the procedure for dismissing an employee established by law.

The procedure for removing the debtor's manager from office is established in Art. 69 of the Federal Law of October 26, 2002 No. 127-FZ “On Insolvency (Bankruptcy)”.

Date of dismissal of the manager

If we consider the head of the organization as an ordinary hired employee, then you can terminate the employment contract with him:

• in connection with the closure of the LLC;
• upon expiration of the contract;
• due to the director’s absence from work without good reason;
• due to his disclosure of trade secrets;
• due to his appearance at work in a drunken state, etc.

The procedure for dismissing an ordinary employee and the head of an LLC in these cases is the same. Therefore, in this article we will consider special grounds. So, if you dismiss a director as an official, then you can part with him due to the fact that:

1. The director unreasonably entered into an unprofitable deal or seriously violated tax laws, as a result of which the company suffered losses or received a large fine (clause 9, part 1, article 81 of the Labor Code of the Russian Federation);
2. The director did not fulfill (grossly violated) his labor duties assigned to him by the employment contract (clause 10, part 1, article 81 of the Labor Code of the Russian Federation).
   The employment contract states that before concluding a lease agreement for the premises, the manager is obliged to organize and hold a meeting of the LLC’s participants and obtain their “go-ahead” for the transaction.

   If he did not do this and concluded the contract himself, without notifying the owners, then as a disciplinary punishment he may be fired under clause 10 of part 1 of art. 81 Labor Code of the Russian Federation;

3. This decision was made by the management body - the general meeting of LLC participants, the board of directors or another authorized body (clause 2, part 1, article 278 of the Labor Code of the Russian Federation). There is no need to indicate what the manager was not satisfied with in the work. But if the employment contract was terminated with obvious abuse of this right, the court may declare the dismissal illegal (clause 9 of the RF PPVS dated 06/02/2015 No. 21).

https://www.youtube.com/watch?v=ytpressru

Making an unreasonable decision or gross failure to fulfill one’s duties are disciplinary offenses that caused damage to the company. People can be fired for this in the same way as for absenteeism without good reason or for disclosing trade secrets. The same procedure is followed and the same documents are drawn up. But the facts prove differently in each case.

Under no circumstances (except for the liquidation of a company) can a pregnant woman be fired (Article 261 of the Labor Code of the Russian Federation). An employee is not fired while he is on sick leave or on vacation (Part 6 of Article 81 of the Labor Code of the Russian Federation).

There are labor guarantees for persons with family circumstances, which include:

• women who have a child under 3 years of age;
• single mothers or fathers whose child is under 14 years old (18 years old for a disabled child);
• the only breadwinners in a large family that includes a child under 3 years of age or a disabled child who has not reached the age of majority.

They cannot be fired either by decision of the LLC participants, or for an unreasonably made decision that led to damage to the company. The law does not allow this (Article 261 of the Labor Code of the Russian Federation, clause 26 of the RF PPVS dated January 28, 2014 No. 1).

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.

Please remember that in some cases shortened notice periods for dismissal apply. For example, upon dismissal due to the inability to continue working due to enrollment in an educational institution, retirement, or due to other similar circumstances, the employment contract with the employee is terminated on the date specified by him. 80 Labor Code of the Russian Federation. The fact that these provisions also apply to managers was confirmed to us by Rostrud.

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 heads of organizations.”

SHKLOVETS Ivan Ivanovich Rostrud

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. 2 tbsp. 278 Labor Code of the Russian Federation; Appeal ruling of the Vladimir Regional Court dated 13.08.

Procedure for hiring a manager

A feature of maintaining this document by an employee holding an official position in the organization and having the duty to make all management decisions is the ability to enter the necessary information:

• by himself;
• HR representative;
• owners of the organization or chairman of the joint-stock company;
• any other official who is authorized to perform the relevant actions.

Like any other employee, a top-level manager has the right to leave his position:

• at his own request, by submitting a corresponding application at least two weeks before leaving his position;
• “farewell” to the production of the general director may be caused by the bankruptcy of the organization;
• the decision to dismiss him can be made by the board of directors, the founder of the production, the supervisory board and other similar structures.

What kind of document is this?

The order to dismiss the general director is a document with legal force , after the entry into force of which the employee is deprived of his previous employment status.

The initiators of dismissal may be:

1. 
   Owner of the enterprise. The reasons for such a decision by the founder may be: gross violation by the employee of basic labor provisions; damage to the enterprise due to direct or indirect decisions of the director, etc.

2. Shareholders of the organization. According to the Labor Code of the Russian Federation and the federal law “On Joint-Stock Companies,” the meeting of participants has the right to remove the general director without announcing the reasons.
3. Bankruptcy. If the enterprise is completely ruined, it comes under external management (usually state control), in which case, in accordance with paragraph 1 of Art. 278 of the Labor Code of the Russian Federation, the director is removed from his position.
4. The hired manager himself can also initiate his own dismissal.

Who signs?

Despite all the absurdity, the director himself signs the order for his dismissal. This fact is confirmed by the legislation of the Russian Federation, namely by a letter from Rostrud. It states that only the director himself has the right to sign any kind of orders.

When is it published?

According to Art. 84.1 of the Labor Code of the Russian Federation, the order must be drawn up before the employee’s last working day. Despite the fact that the law specifies a deadline for drawing up the document, it can be drawn up in advance to facilitate the work of the accounting department.

How to compose?

The dismissal order is drawn up in a special form No. T-8. According to this form, a correctly drawn up document must contain:

1. Hat, which includes:
   name of the organization or enterprise managed by the general director;
2. name of the order (written in the upper right part or upper central part of the document);
3. the date of drawing up the document, as well as two more dates - termination of the employment contract and the moment of dismissal.
4. Body of the order:
   detailed information about the person being dismissed - full name, position, etc.;
5. reason for the reduction - the basis for creating an order can be either the director’s own desire, or the presence of errors in his work or the bankruptcy of the organization;
6. the name of the law that is the legal basis for the implementation of the procedure.
7. Conclusion:

• signature of the head of the enterprise;
• signature of the person being dismissed (since the general director personally signs the act of dismissal, in this case the signature is duplicated on both lines).

What acts determine who signs the order to dismiss the general director of an LLC?

Despite his managerial status, the general director of the LLC, from the point of view of labor legislation, remains an employee - which means that when considering the issue of issuing an order for his dismissal and signing this document, you need to contact the Labor Code of the Russian Federation. It describes both the grounds and procedure for dismissing employees, including the issuance of an order to terminate the employment contract.

Another important source of legal regulation in this area is the Law “On Companies...” dated 02/08/1998 No. 14-FZ, which defines the powers of the general director as the executive body of the company and gives him the right to sign orders defining labor relations with employees.

Features of dismissal due to inaction of participants

https://www.youtube.com/watch?v=upload

If the founding director of an LLC agrees with his dismissal, then it occurs without any special features. Difficulties may arise if a conflict arises between the parties:

1. The Company's members want to change the executive body, but the director himself does not want to resign. He can challenge in court not just the fact of dismissal, but the decision made by the meeting of participants to change the manager (Article 43 of the Law on LLC No. 14-FZ). This is only possible in cases of dismissal under clause 2, part 1, art. 278 Labor Code of the Russian Federation;
2. The director wants to resign, but the LLC participants will not let him go. He cannot leave without the decision of the participants, so he convenes an extraordinary meeting in accordance with Art. 35, 36 of the Law on LLC No. 14-FZ.

If the participants ignore the wishes of the LLC director, do not go to the post office, do not pick up the notice, and as a result do not hold a meeting, then the director will have to go to court.

Another interesting case is the dismissal of the director of the LLC, the sole founder of the Company.

There are 2 options here:

• disqualification of the executive body by court decision;
• voluntary dismissal.

The process of terminating an employment contract occurs in the general manner: a decision is made to change the director, an order is issued to dismiss the previous director and appoint a new one, the documents and property of the organization are transferred to the new director.

If the participants, notified of the convening of the general meeting and its agenda, did not hold the meeting and did not appoint a new leader, then the current leader may still resign. Since the legislation does not provide for other conditions for his dismissal, except notification of the employer represented by the general meeting of participants within the prescribed period. 280 Labor Code of the Russian Federation. In this case, the dismissal procedure will be the same as described above.

The reasons why participants did not appear at the called meeting may vary. For example, leaving or being in a hospital for treatment. If this is so, then it is only a matter of time before they appoint a new leader.

In this case, if there is a deputy on staff (another employee whose responsibilities include replacing the absent manager), the manager needs to:

• issue an order to transfer the relevant powers to the deputy, Articles 60.1, 60.2 of the Labor Code of the Russian Federation. And to represent the interests of the company in relations with third parties, you need to issue him a power of attorney. 1 tbsp. 185 of the Civil Code of the Russian Federation. In this case, we are talking about the transfer of only certain powers. Since making a decision to transfer to someone all the functions of the sole executive body is already the prerogative of the general meeting of participants;
• issue temporary bank cards with samples of the deputy’s signature. 7.5, 7.13 Central Bank Instructions dated May 30, 2014 No. 153-I;
• hand over seals, keys, and company documentation to the deputy according to the acceptance certificate.

It also happens that participants simply leave their company. In such LLCs, the manager is usually the only employee.

In this situation, after following the entire dismissal procedure, the manager will definitely have to go to court with a demand from the participants to exclude information about him from the Unified State Register of Legal Entities.

In a similar manner, the employment contract is terminated early by the head of the joint-stock company. In this case, shareholders must be notified of the convening of an extraordinary general meeting at least 70 days before the date of its holding. And if the issue of appointing a sole executive body falls within the competence of the board of directors, then a notice of termination of the employment contract must be sent to the board of directors. 273 Labor Code of the Russian Federation; subp. 8 clause 1 art. 48, paragraph 1, art. 52, paragraph 10, art. 55, pp. 3, 4 tbsp. 69 of the Law of December 26, 1995 No. 208-FZ.

Does the CEO have the right to sign an order for his own dismissal?

The General Director, elected by the general meeting of LLC participants, becomes the sole executive body of this company. At the same time, his powers include:

• representation of the interests of the organization;
• issuance of powers of attorney to represent the interests of the organization, including those involving substitution;
• carrying out transactions on behalf of the company;
• issuance of orders on hiring, transfer and dismissal of employees, application of disciplinary measures or rewards, etc.

The law does not contain exceptions from the list of employees whose dismissal orders are signed by the general director. Consequently, he also signs the order for his dismissal himself, no matter how paradoxical it may seem.

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. 277 Labor Code of the Russian Federation; clause 2 art. 44 of Law No. 14-FZ.

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.

Who, besides the general director, can sign an order for his dismissal?

Situations may arise when the general director is not able to independently sign any document, including a dismissal order. Like any other employee, he has the right at any time to decide to resign of his own free will - with the only difference that the period for preliminary notification of such a decision has been increased to 1 month (in general, it is 2 weeks). At the same time, Art. 80 of the Labor Code allows you to inform the employer of your intention to resign during vacation or sick leave. In this case, the general meeting of founders does not have the right to refuse to satisfy the request of the general director, as well as any other employee. And here a reasonable question arises: who signs the order to dismiss the director in such a situation?

There are 3 options for transferring signature rights and solving the problem before it arises:

1. Issuance of a power of attorney giving the right to sign documents establishing and terminating employment relationships with employees. The current General Director, in accordance with Part 3 of Art. 40 of Law No. 14-FZ, has the right to perform such actions.
2. Issuance of the corresponding order. As a local regulatory legal act, the order applies only to the staff of the enterprise, therefore the right to sign in this case is transferred only to another employee of the organization (unlike a power of attorney for the right to represent the interests of the company, which, by virtue of this norm, can be issued to any person, including non-members). being its employee).
3. Introducing changes providing for the right to sign personnel documents into the job description of one or more employees of the organization.

Please note that the publication of such documents (orders, powers of attorney) does not deprive the general director of the right to sign. Moreover, he has the right to withdraw them or change the content at any time.

The power of attorney must indicate:

• date and place of issue of the document;
• power of attorney number;
• Business name;
• personal data of the principal and the person who accepts the authority.

The power of attorney is certified by the seal of the organization (if any) and the signature of the general director.

The order for the enterprise has a similar content, with the exception of indicating the place of its preparation.

If there are no such documents, and the director is not able to sign the document, the meeting of the founders of the company has the right to appoint someone who will perform these functions.

Making changes to the Unified State Register of Legal Entities

The new manager, within 3 working days from the date of appointment to the position, must submit to the Federal Tax Service an application for amendments to the Unified State Register of Legal Entities in connection with the change of the person who has the right to act on behalf of the legal entity without a power of attorney. 1 tbsp. 40 Law No. 14-FZ; item “l” part 1, part 4, 5 art. 5 of Law No. 129-FZ.

We suggest you read: Retrenchment of a single mother, can she be dismissed from her position, nuances of dismissal of a woman with a child under 14 years of age, two children of parents with many children

The former manager himself cannot submit such an application to the Federal Tax Service. Therefore, he should check whether information about him has been excluded from the Unified State Register of Legal Entities. After all, while he is listed in the register as the head of an LLC, he may encounter difficulties, for example:

• There may be difficulties when finding employment as a manager in another organization. 276 Labor Code of the Russian Federation;
• there is a possibility that claims will be made against him as a subsidiary debtor for the debts of the LLC in the event of bankruptcy of the company. 3 tbsp. 3 of Law No. 14-FZ.

If the LLC does not register these changes, then the former manager may oblige the participants to exclude information about him from the Unified State Register of Legal Entities through the court. Appeal rulings of the Altai Regional Court dated January 15, 2014 No. 33-258/14; Omsk Regional Court dated November 21, 2012 No. 33-7337/2012; Determination of the St. Petersburg City Court dated August 20, 2013 No. 33-12212/2013; Resolution 5 of the AAS dated October 09, 2013 No. 05AP-7814/2013.

Grounds for issuing an order to dismiss the general director

Regardless of whether the general director is the founder of the enterprise or a specially hired employee, the employment contract with him can be terminated either on his own initiative or at the will of the employer for reasons provided for by the Labor Code of the Russian Federation. However, in any case, the dismissal order is drawn up and signed only based on the results of the meeting of the general meeting of founders - this is directly stated in the letter of Rostrud No. 1143-TZ.

At the same time, the Labor Code provides additional grounds for dismissal of management:

• making a decision that resulted in the illegal use of the organization’s property, causing harm to it or its loss;
• gross violation of official duties by the boss (even one-time);
• adoption of a corresponding decision by the board of directors;
• bankruptcy of an organization, etc.

Self-dismissal procedure

The procedure for dismissing a manager is no different from the procedure for dismissing any other employee in Articles 16, 17, 84.1, Ch. 43 Labor Code of the Russian Federation. 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 books. 35, 45 of the Rules, approved. Government Decree No. 225 dated April 16, 2003.

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” pp. 13-15 of the Rules, approved. Government Decree No. 225 dated April 16, 2003; pp. 5.1, 5.

2 Instructions, approved. Resolution of the Ministry of Labor dated October 10, 2003 No. 69. 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, the appeal ruling of the Kemerovo Regional Court dated March 14, 2012 No. 33-2803 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 Labor Code of the Russian Federation.”

SHKLOVETS Ivan Ivanovich Rostrud

Contents of the order for the dismissal of the general director, sample

Regardless of individual features, orders to terminate employment contracts with such managers are issued in accordance with the general procedure. As a rule, for this purpose the T-8 form is used, approved by the State Statistics Committee Decree “On approval of unified forms...” dated 01/05/2014 No. 1, although it is also possible to use a self-developed form. The main thing is that the order contains mandatory details, such as:

• full name of the employing enterprise;
• number of the order for the dismissal of the manager;
• Date of preparation;
• Title of the document;
• date and number of the employment contract being terminated;
• date of dismissal;
• Full name of the dismissed manager;
• grounds for dismissal with reference to the relevant article of the Labor Code of the Russian Federation;
• document on which the termination of the employment contract is based (statement of the general director, decision of the meeting of the founders of the company, etc.).

The order must be presented to the dismissed general director for review and signature.

IMPORTANT! It is not necessary for the date of the order to coincide with the date of dismissal of the director - the order can be issued earlier.

a sample order for the dismissal of the general director on our website.

Thus, no matter how paradoxical it may sound, the general director, acting on behalf of the employer, signs the order for his own dismissal with his own hand, if these rights are not transferred to other persons in the manner prescribed by law.

Deadlines for dismissing a director for disciplinary violations

Before the dismissal of a manager whose work the LLC participants are dissatisfied with, the organization undergoes an internal investigation. This is necessary to establish the exact amount of material damage caused, if any (Article 247 of the Labor Code of the Russian Federation). In other situations, the commission examines the circumstances of the event, establishes the employee’s guilt, and determines the punishment.

We invite you to familiarize yourself with detailed instructions on how to change a director in an LLC

If the organization does not have a local act establishing the procedure for conducting an internal investigation against the head of the LLC, then proceed in order:

1. The meeting of the Company's participants makes a decision on the formation of the commission, determines its composition, establishes the timing and purpose of the investigation;
2. If it is necessary to establish the amount of material damage, then an audit, inventory and other measures are carried out to determine the amount of losses;
3. The commission examines documents, interviews witnesses, determines the guilty person;
4. The head of the LLC is presented with a requirement to provide a written explanation of what happened;
5. If the director does not respond, 2 days after delivery of the demand, an act is drawn up stating the refusal to give explanations;
6. The commission draws up an official investigation report, which describes in detail the results of the investigation;
7. The general meeting of participants makes a decision on the dismissal of the director and appoints an acting director (hereinafter referred to as the acting director);
8. The acting director issues and signs an order for the dismissal of the former manager (according to the unified form No. T-8, or according to an independently developed sample). The latter signs for familiarization with this order, otherwise it is necessary to draw up an act of refusal to familiarize himself.

Order to dismiss the director

Thus, it should be formatted:

• decision on the formation of the commission, its composition, the purpose of the investigation;
• a document establishing the amount of damage (audit report, assessment report);
• confirmation of the transfer of the request for explanations (for example, a second copy of the request with the signature of the manager);
• explanatory note from the director (act of refusal to give explanations);
• act of official investigation;
• protocol of the decision on the appointment of an acting director and the dismissal of the current director of the LLC;
• order to dismiss the director.

In order to dismiss a manager as a disciplinary punishment, you must meet the deadlines established by Art. 193 Labor Code of the Russian Federation.

1. A month is given to conduct an investigation and dismiss the employee - the period begins from the day the misconduct is discovered. During the illness or vacation of the director, the term is suspended. In this case, leave can be of any kind: annual, educational, without pay. Time off and business trips do not interrupt the period. In total, the time for imposing a disciplinary sanction can be extended to 6 months, after which it will be impossible to dismiss on this basis;
2. If an organization has undergone an audit or inspection, during which shortages, incorrectly executed documents or other signs of improper work (damage) were found, then a month is given to dismiss the manager. The period may increase due to sick leave and vacations and last up to 2 years. Time is counted from the day the offense was committed, not discovered. Therefore, if the audit was carried out yesterday, but the manager committed the offense more than 2 years ago, it will no longer be possible to fire him.

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.

1. If a director resigns, an order about this must be drawn up in the same way as for any other employee.
2. The grounds and specific procedure for terminating an employment contract used for a manager differ from that used for other employees.
3. 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.

Special grounds

Employment record of dismissal

However, the position of general director cannot be fully equated with other positions due to the great responsibility and specific nature of work activity. Therefore, there are additional grounds for terminating the employment relationship:

All these grounds can be called coming from the employer, that is, for additional reasons, termination occurs at the initiative of the employer. In any case, whatever the grounds for terminating the employment relationship with the employer, it must be documented and, most importantly, properly executed, especially if the person holding the position of manager was hired from the outside and was not one of the founders.

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).

How a fired director transfers his position

https://www.youtube.com/watch?v=ytadvertiseru

There is no statutory procedure for transferring a position; each organization determines it itself at the level of a local act. Typically the transfer goes like this:

1. After the decision to dismiss is made, a commission is created to transfer cases (especially if the enterprise is large);
2. Conduct an inventory or audit;
3. Draw up an act of acceptance and transfer of property and documents;
4. Documents are usually transferred to the deputy manager or another person specified in the dismissal order;
5. On the day a new director takes office, the property is transferred to his disposal also under the act of acceptance and transfer.

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.

1. 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.
2. 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.

1. Execution of a power of attorney for one of the employees (usually a deputy), giving him the right to sign for such documents.
2. 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.
3. 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).

How to fire a director for poor performance

Of course, it is impossible to fire a director with such a wording. It is necessary to clearly formulate what constitutes “bad work.”

If the manager made a decision that led to adverse consequences, then in order to dismiss him it is necessary to prove that:

• negative consequences occurred, and this happened due to the fault of the manager who made the wrong decision;
• the consequences could have been avoided if the decision had been different.

Deputy General Director K. gave the command to turn off the power to the building. As a result, the system for selling tickets, registering passengers, and transferring personal data to the centralized personal data database (EGIS) was disabled.

The company suffered actual damage of 8,000 rubles (due to server repairs). This amount was enough to dismiss K. under clause 9, part 1, art. 81 of the Labor Code of the Russian Federation, the court confirmed the legality of the dismissal.

L.'s organization held a tender among contractors to equip garage boxes with carbon monoxide control systems.

The chief engineer violated the procedure for conducting the tender: he planted documents and deliberately chose one of the participants as the winner. For this he was fired under clause 9 of part 1 of Art. 81 Labor Code of the Russian Federation.

The court reinstated the chief engineer, indicating that the organization did not suffer any actual damage due to the actions of this employee.

Upon dismissal under clause 9, part 1, art. 81 of the Labor Code of the Russian Federation, it is necessary to prove negative consequences - actual damage that occurred to the organization as a result of the actions of the manager.

You can prove the damage, for example, using a payment document and an agreement for the repair (restoration, replacement, purchase) of equipment that broke down due to the manager.

If you dismiss the director under clause 10, part 1, art. 81 of the Labor Code of the Russian Federation, then you need to prove that:

• the unfulfilled duty was specified in the employment contract and job description;
• the violation was committed and it was gross, that is, as a result, employees could suffer (physically), or the company could suffer financially.

If a dispute arises, then the above is added to the need to prove that the dismissal procedure was followed.

Manager G. deliberately violated the rules of cash discipline (he took money on account and did not account for it) - the enterprise was in danger of incurring damage. He sold petroleum products at a price lower than the purchase price - the organization suffered losses.

The court determined that G. grossly violated his duties, and therefore dismissal under clause 10, part 1 of Art. 81 of the Labor Code of the Russian Federation is legal.

Note!

Dismiss under clause 10, part 1, art. 81 of the Labor Code of the Russian Federation can be the head (his deputy) of an organization, branch or representative office. The chief accountant or the head of a department, department, management or other structural unit of an organization cannot be dismissed on this basis (clause 49 of the RF PPVS dated March 17, 2004 No. 2).

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.

1. 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.
2. 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.
3. Civil Code of the Russian Federation. Describes the organizational and legal forms in which legal entities exist and the powers of their governing bodies.
4. 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.

Sources:

https://kor66.ru/finansovye-sovety/11936-kto-podpisyvaet-trudovuyu-knizhku-pri-uvolnenii-direktora.html https://nsovetnik.ru/uvolnenie/kto_podpisyvaet_prikaz_ob_uvolnenii_generalnogo_direktora/ https://truddogovor.ru/kak -sostavlyaetsya-prikaz-ob-uvolnenii-direktora/

Summary: what to do to fire a director

1. Hold a general meeting of participants to consider the issue of changing the executive body;
2. Conduct an internal investigation if you discover a disciplinary violation by the director;
3. Draw up an act of internal investigation, a decision on dismissal;
4. If you want to dismiss the head of an LLC at the request of the management body (clause 2, part 1, article 278 of the Labor Code of the Russian Federation), then in the decision on dismissal, indicate the amount of compensation due for payment;
5. The manager-participant of the LLC is fired in the same way as a hired manager;
6. When a director changes, the Company's property and documents are transferred, so it is advisable to conduct an audit (inventory);
7. Consider the timing and family circumstances of the person being fired.

How to hire a director

STEP 1. Checking the director candidate for “disqualification”.

The appointment of a disqualified person to the position of director (that is, a person deprived by the court of the right to occupy leadership positions) is fraught with a fine for the organization in the amount of up to 100 thousand rubles per hour. 2 tbsp. 14.23 Code of Administrative Offenses of the Russian Federation

Therefore, before hiring a director, you need to request information from any Federal Tax Service Inspectorate about him from the Register of Disqualified Persons. 2 tbsp. 32.11 Code of Administrative Offenses of the Russian Federation; pp. 2, 3, 5 of Appendix No. 1 to the Order of the Federal Tax Service dated 03/06/2012 No. ММВ-7-6/. The request can be submitted by an organization or a participant (shareholder). For providing information from the Register, a fee of 100 rubles is charged. 4 Government Decree No. 805 dated 11.11.2002; Clause 11 of Appendix No. 1 to the Order of the Federal Tax Service dated March 6, 2012 No. MMV-7-6/

STEP 2. The owners make a decision to appoint a director.

The decision to elect a director is made by the general meeting of participants (shareholders) or the board of directors, depending on whose competence this issue falls within the charter of the enterprise. 1 tbsp. 40 Law No. 14-FZ; clause 3 art. 69 of Law No. 208-FZ

.

At the same time, an LP protocol is drawn up. 6 tbsp. 37 Law No. 14-FZ; Art. 61, paragraph 4 of Art. 68 of Law No. 208-FZ

. Here is a sample short protocol.

Client clarification

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