Certificate of acceptance and transfer of documents upon change of director in 2020

Changing a director is a standard step-by-step procedure. One of its main components is the transfer of affairs from the outgoing director to a new director elected in his place. The process also involves the transfer of all available documentation to the organization, which is recorded by drawing up and signing a transfer and acceptance certificate.

The obligation to transfer documentation may be reflected in local acts, for example, in the relevant Regulations on the transfer of documents. At the legislative level, the transfer of affairs between managers is noted:

• provisions of Federal Law No. 402 “On Accounting” dated December 6, 2011, specifically, paragraph 4 of Art. 29 (regarding accounting documentation);
• Federal Law No. 395-1 “On Banks...” dated December 2, 1990, Art. 24 (for credit and financial structures);
• by the decision of the Board of Rosarkhiv dated 02/06/2002, in detail, in the “Basic Rules for the Operation of Archives”, clause 10.5 (for government agencies);
• methodological guidelines for accounting for inventories (clause 22), approved by Order of the Ministry of Finance of the Russian Federation No. 119n dated December 28, 2001 (on the need to carry out an inventory when replacing materially responsible persons, in this case - when replacing a director).

The procedure for transferring cases is not regulated by law. Therefore, it is free in nature and is carried out without clearly defined guidelines. The essence of the question is the following. The former director, being a financially responsible person (in accordance with Article 277 of the Labor Code of the Russian Federation), must give the new head of the organization all the documentation that he kept.

Structure and content of the act of acceptance and transfer of documents drawn up upon change of directors

When developing an acceptance certificate, the standard structure of the document is taken as a basis. It must have all the necessary components and reflect the fact of transfer of documentation from one manager to another. The structure of the act should provide for recording the following information:

1. Date, place of registration of the act (day, month, year, city).
2. Actions to be performed (delivery and acceptance of documents by the former director to the newly elected director, indicating the basis).
3. A list of transferred documentation, drawn up, for example, in the form of a table compiled according to the following scheme: No. – title of the document – ​​dating – other details – number of pages of each of them – note. Brief content, description of each submitted document.
4. Listing of facts indicating the presence of specific deficiencies identified during the transfer of documents (lack of seals, stamps, other violations).
5. Signature of authorized persons (former director who transferred powers with documentation, and new director who accepted them).
6. Compiler of the acceptance certificate (Chairman, members of the commission - position, signature of each with transcript).
7. List of other persons present and their signatures (also position, signature with a transcript of each).

After the acceptance and transfer act is drawn up and signed, full responsibility for the transferred documentation passes to the new director.

Paperwork

The director, like any other employee of the company, has the right to change his job and resign. Before leaving his captain's bridge, the manager, without taking into account the reason and article of the Labor Code of the Russian Federation justifying the dismissal, must transfer the affairs. The mandatory handover and acceptance of cases by the director is a controversial issue, since the regulatory framework on this matter is not sufficiently developed: mention of the procedure for handing over cases is present in the following legislative acts:

• Resolution of the Council of People's Commissars of the USSR dated March 2, 1938 No. 248 “On the procedure for receiving and handing over cases during a shift...”.
• Law “On Banks and Banking Activities” dated December 2, 1990 No. 395-1-FZ.

Since the first document has somewhat lost its relevance, and the second concerns purely the work of banking structures, we can only rely on the Methodological Instructions for Accounting for Inventories, approved. By Order of the Ministry of Finance of the Russian Federation of December 28, 2001 No. 119n, if the director is a financially responsible person. In all other cases, the company should be transferred from hand to hand by managers, based on the relevant provisions of the enterprise’s Charter.

Practice proves the need to hand over the company and its bonds, as well as papers from the previous management to the new one, the old fashioned way - with the execution of a deed. The duration of this process is dictated by the Labor Code of the Russian Federation. So, when leaving on his own initiative, the manager must notify his superiors of his intention to resign no later than 1 month in advance. (Article 280 of the Labor Code of the Russian Federation), and if the separation is dictated by the employer, then within the period specified in the order.

What should I convey and to whom?

The manager, leaving his previous place of work, must convey:

• constituent documents of the company (originals and, if available, notarized copies);
• bank documents;
• title documents for real estate, as well as lease and sublease agreements;
• licensing documentation;
• seals, stamps, forms, if available - facsimiles;
• results of recent audits - by an audit company, tax office, etc.;
• papers on the financial condition of the company as of the date of delivery of cases;
• contacts with partners, customers, subcontractors, suppliers, etc.;
• statements of the inventory carried out, if the outgoing director was financially responsible;
• vehicles, mechanisms, material resources;

• 
  keys (from safes, safe deposit boxes, offices, etc.);

• valuables belonging to the company and in the personal use of the first person of the company (corporate telephone, fax, computer, etc.).

The person accepting business from the director must be indicated in the order for the enterprise. Usually this is a deputy, acting or a person appointed by the employer.

If there is already a candidacy for a governor, then he can also take over the case, because the procedure itself does not take place face to face, but in the presence of members of the commission or persons mentioned in the order .

How to correctly draw up an acceptance certificate when transferring documents

Taking into account the above standards, it is recommended to use the following version of the form as a kind of guide to action when developing your own template for the acceptance certificate.

I approve__________________________

(Chairman of the general meeting...)

(Signature) ________ /___________________/

Act of acceptance and transfer of cases upon change of director

G. ____________ "__"________

In connection with ________________________________ (indicate the reason, i.e. the dismissal of one person from the position of director and the appointment of another in his place, details of the minutes of the general meeting with the relevant decisions) _________________________________ this Act was drawn up stating that (indicate the full name of the dismissed director) ________________________________ passed, and (indicate the full name of the newly elected director) _____________________ accepted the following documents (list):

The listed documents and seal were handed over in proper condition. There are no complaints about the design. This Acceptance and Transfer Certificate is drawn up in 2 copies, one of which is transferred to (specify) _____________________________________________________, and the second (specify)__________________________________________________________________. Present during its compilation were:

commission consisting of (list everyone):________________________________________________ _________________________________________________________________________________

dismissed (full name) ___________________________________________________________________

newly elected (full name) ________________________________________________________________

Signatures of the parties:

Passed: _______ /______________/ Accepted: ________ /_____________/

Persons present:

__________________________

__________________________

The proposed version of the form contains a generalized minimum of information that is usually included in the transfer and acceptance certificate. They can be supplemented, rebuilt, modified. There are no restrictions on the layout of such documents as such.

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Recommendations of Rostrud on the issue of storing copies of personal documents of employees in organizations

In its report for the second quarter of 2020, Rostrud strongly recommends not storing copies of employee documents in personal files unless necessary. As a standard, only with the consent of the employee, the employer has the right to make copies of a passport, military ID, SNILS for personal records and store them in the organization.

Judicial practice, Rostrud points out, indicates that when applying for employment, it is enough to verify personal information against passport data. Subsequent storage of a copy of this document in the organization is already exceeding the permissible use of the employee’s personal data.

Rostruda also draws the attention of employers that such excessive (inappropriate) processing of personal data may result in a warning or penalties - 5-10 thousand rubles. to an official. Well, for legal entities the size of the financial sanction increases to 30-50 thousand rubles.

Example 1. Preparation of an acceptance certificate for documentation when replacing a director

In connection with the dismissal of Pyotr Petrovich Danilchenko from the post of director of Most LLC and the election of Mikhail Mikhailovich Vasiliev in his place, documentation is being transferred from the former director to the new one.

In fact, a bilateral acceptance certificate is drawn up in the presence of a commission of 3 founders specially formed for this purpose. The actual transfer in the deed is documented on letterhead with the following list:

1. Charter and agreement on the establishment of Most LLC.
2. Certificate of state registration of Most LLC.
3. Certificate of registration of the company with the Federal Tax Service No. 1 for the city of Yaroslavl.
4. Information letter on the assignment of statistics codes.
5. Existing minutes of general meetings of founders -—
6. Orders for personnel -—
7. Personal things --
8. Personal cards——
9. Agreements with counterparties -—
10. Round seal and stamp of Most LLC.

An example of a completed act of acceptance and transfer of cases

At the same time, the satisfactory condition of the transferred documentation and the absence of complaints were noted. The act was drawn up in 2 copies and signed personally by the transferring party in the person of P. P. Danilchenko, as well as by the receiving party - M. M. Vasilyev.

The document was signed by the remaining participants - members of the commission (V. A. Loginova, L. D. Borisevich, L. A. Larionova).

What to do if the notice period for dismissal has expired, but you haven’t had time to hand over your responsibilities?

If the notice period for dismissal has expired and the handover has not taken place, then the director has the right to convene another general meeting to postpone the moment of dismissal for a week or two, but there is another option. You can also invite a notary and hand over to him, according to the inventory, everything that has been prepared for delivery to the successor; in this case, no one will blame him for the fact that the person resigning did not transfer his inheritance to anyone.

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In a situation where the current manager has decided to change his job, you should not interfere with him if the decision is firm. Both parties will only benefit from documenting the fact of delivery and acceptance of cases.

General structure of the act

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The acceptance certificate is compiled in 2 copies (for the already former director and the one elected in his place). Conventionally, the structure of the document can be designated as follows.

Sample form of the act of acceptance and transfer of affairs when changing the director

Change of general director of LLC

An important point is that when changing a director, “dual power” should not be allowed, that is, a period of time when the previous director has not yet been fired, but an employment contract has already been concluded with the new one. A situation of “anarchy” is also unacceptable - the director is fired, and no one is appointed to his position.

Step-by-step instructions on how to change the director in an LLC:

Step 1. Prepare the minutes of the general meeting of participants or the decision of the sole participant to change the director. There should be two questions on the agenda:

1. termination of powers of the former director and termination of the employment contract with him;
2. election of a new director and conclusion of an employment contract.

Step 2. Fire the previous director and hire a new one.

Please note that upon dismissal of the old director, the powers of attorney that he issued do not automatically cease to be valid. More details: general power of attorney to represent the interests of a legal entity.

Step 3. Fill out an application in form P14001 and have it certified by a notary. The notary will also request a certificate of TIN and OGRN, the charter of the LLC, and a decision on changing the director. The question of the need for a current extract from the Unified State Register of Legal Entities should be clarified with a notary. Some notaries accept an electronic extract from the Federal Tax Service or independently request information from the register, while there are those who only require a paper extract. Find out about this in advance, because... If you need a paper statement, it will need to be done before submitting documents.

Step 4. Complete the amendments to the Unified State Register of Legal Entities when changing the director. To do this, within three working days from the date of the decision, you must submit a certified application P14001 to the tax office. For violation of the three-day period, a fine may be imposed under Article 14.25 of the Code of Administrative Offenses of the Russian Federation (5,000 rubles).

What other documents about the change of director need to be submitted? The regulations for the provision of government services for registering changes (clause 22 of Order No. 169n of the Ministry of Finance of Russia dated September 30, 2020) specify only one document - application P14001. However, in practice, the Federal Tax Service may also request a decision to change the director and an order to appoint a new director. The state fee for registering a change of director is not paid.

Please note: documents regarding a change of director must be submitted to the tax office where the LLC was registered. In large cities there are special registration inspections, for example, in the capital it is Federal Tax Service Inspectorate No. 46 for Moscow. On the official website of the Federal Tax Service you can find out the contacts of the registering Federal Tax Service at your legal address.

Step 5. Receive from the tax office a sheet of the Unified State Register of Legal Entities confirming the introduction of changes about the head of the LLC in the register. The deadline for changing the general director is established by the Law “On State Registration” No. 129-FZ - five working days, not counting the days of submitting and receiving documents.

Step 6. Notify the bank about the change of director. To do this, you must submit the following documents to the bank where the LLC current account is opened:

• protocol or decision on changing the director;
• Unified State Register of Legal Entities sheet;
• order to appoint a new director;
• a card with sample signatures of the new manager.

In addition, if the current account is connected to the Internet banking system, you need to generate a new electronic key.

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Dismissal of the chief accountant: transfer of affairs and sample order

Currently, there are quite a lot of specialized companies providing reporting verification services. An undoubted advantage of hiring an audit firm is that the experts draw up an act of transferring the affairs of the chief accountant upon dismissal. Of course, such a service is paid. However, lawyers still recommend not sparing money on the auditor’s work. The transfer act upon dismissal of the chief accountant can be developed and executed by the enterprise independently. However, the audit company will first conduct an audit of all statements, on the basis of which it will form a conclusion. In accordance with it, an act of transfer of the chief accountant upon dismissal will already be drawn up (a sample document is presented in the article).

The results of the audit are included in the transfer of cases. Experts recommend that new employees do not enter information into it that has not been verified. Simply put, if a specialist checked the balances, for example, on an account. 50, 01, 02, 62, 70, 51, then they should be reflected in the document. All violations that were identified are also described in the report. The document must contain information about the loss of any papers or journals.

Why is transfer of affairs necessary upon dismissal?

This is the procedure for actually providing documents, databases, programs and information. And also the receiving party (new employee) can at the same time learn the nuances of the outgoing employee’s work. This is ideal, but in fact, it usually all comes down to drawing up a simple act that contains a formal register.

• guarantee of continuity of the work process;
• the opportunity to show the upcoming amount of work;
• assess the current state of affairs;
• establishing boundaries of responsibility.

In practice, the procedure plays an important role in further relations with a new employee. If he accepted the cases and documents, this will eliminate conflict situations like “I didn’t do this, I don’t know.”

Initially, an order is issued or a plan is developed - at the choice of the employer. The documents are similar in content. It is important to indicate the following:

How to write a cover letter for documents correctly

A covering letter for documents is written according to the general structure of a business letter.

At the very top, in the header of this document, the position, company name and full name of the recipient of the letter are indicated.

Then the date and document number are entered, and the title of the letter is also written.

Below is a message to the recipient.

The text of the cover letter for documents usually begins with the words:

• We are sending you…
• We send you...
• We present to you...

Here you need to indicate the name of the documents being sent, their date, number and write down instructions for the recipient: what to do with the received documents.

The main part of the cover letter accompanying the documents may also contain a request.

In this case, the following template phrases are used:

• Please confirm receipt...
• Please pass...
• Please inform...
• Please return...
• Please be guided...etc.

Under the main text of the letter there may also be a note about the presence of attachments in order to facilitate mail processing and reduce the likelihood of losing sent copies of documents (see.

General grounds for dismissal of a manager

Unlike the termination of an employment relationship with an ordinary citizen, in the event of the dismissal of a manager, additional grounds arise:

Remember, a manager, like any citizen, can quit at any time or be legally fired by an employer. At the same time, he is obliged to transfer all matters to his successor.

How to do it?

The director, first of all, is obliged to notify his management, which is the general meeting of LLC members, of his intention to resign. For this purpose, an extraordinary general meeting is convened (Article 35 of Law No. 14-FZ), to which the director submits his application. Everyone who has the right to attend the meeting is sent a notification, and not only an invitation with an agenda is placed in the envelope, but also a photocopy of the application from the head of the company for settlement.

Order

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At such a meeting, they decide who can accept the cases and issue an order for the acceptance of cases, establishing the composition of the commission and assigning to the person who has been entrusted to act as a representative of the LLC in the procedure for accepting cases, the right to carry out this acceptance and draw up an act. The deadlines are agreed upon when the act must be ready, and the resigning director can receive a full and final payment.

Usually the order is prepared by members of the LLC supervisory board, and one of them accepts the case from the director.

The first person does not have the right to leave without completely closing the month or quarter or half year that has expired. Together with the company's accountant, the manager reports to the tax office, stat. management, makes all necessary payments and deductions to funds, budget, signing all documentation.

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On the first day of the month, which the company will complete under the leadership of another person, the still working director is obliged to complete the accounting processes: reports, balance sheet, register of receivables and payables, availability of available funds, I give reason to get an idea of ​​​​what the financial condition of the company is in the current month.

Inventory

Although Art. 277 of the Labor Code of the Russian Federation and provides for the financial responsibility of the first person of the company, but this means something completely different than direct responsibility for materials and products listed on the accounts of employees who use the received materials in their production activities.

Article 277 of the Labor Code of the Russian Federation. Financial responsibility of the head of the organization

The head of the organization bears full financial responsibility for direct actual damage caused to the organization.

In cases provided for by federal laws, the head of the organization compensates the organization for losses caused by his guilty actions. In this case, the calculation of losses is carried out in accordance with the norms provided for by civil law.

In any case, even if there are no materials, structures, etc. on the director’s account, it is still important at the time of dismissal of the director for the supervisory board of the LLC to know how things are going with the values ​​recorded on the employees’ account - whether they are all available, or there is theft. Therefore, an inventory must be carried out, if not in full, then at least selectively - for the most expensive or most significant materials in terms of volume, quantity or cost.

To do this, statements of material balances are printed based on the results of write-offs for the past month. The number of pieces, cubic meters, liters indicated in the balance (in accordance with the item registration number) must be available and is subject to presentation to the commission. If there is a shortage of quantity, an explanation must follow, and lack of availability does not mean a shortage. The fact is that materials can be used for business and cannot yet be written off, since the current month has not ended.

If misgrading is identified, an explanation is drawn up, and the shortage of one material must be compensated by saving on another, which is listed as surplus. All deviations from the accounting records are reflected in the inspection report. Inventory provides an answer to the question of shortages resulting from theft.

Examination

If among the members of the supervisory board of an LLC there are no people with sufficient competence, or if it is necessary to audit the work of a large enterprise, it is logical to entrust the audit to an audit company. Auditors will quickly and efficiently check the financial activities of the company, the head of which is leaving the company, and will present a report to the supervisory board that will give an objective assessment of the state of the enterprise at the current time.

How to transfer affairs upon dismissal of the chief accountant

If a retired specialist caused damage to the property of the enterprise and signed a liability agreement during the performance of his activities, he will have to fully compensate for the amount of damage. However, there are nuances. If during the period of dismissal the person was not the person who was assigned financial responsibility, the amount of the penalty will be reduced to the amount of average monthly earnings.

1. Report a change of official to the tax authority. Current legislation does not require mandatory implementation of the procedure. However, tax officials make a similar demand. To get rid of possible proceedings and clarification of relations, the person responsible for carrying out the operation must transfer information about the change of chief accountant to the government agency.
2. Issue bank cards for the employee with signatures in all banks in which the company has accounts. The operation will simplify further interaction between the employee and credit institutions.
3. Enter missing registers.
4. Correct mistakes made by the predecessor. If during the inspection it is revealed that the documentation contains shortcomings or erroneous information, the new official must correct the information and enter the correct data. The procedure is carried out in the manner established by the law of the Russian Federation.
5. Submit updated declarations if action is required.

The procedure for the dismissal of the chief accountant and the transfer of affairs, act and order

No one but him knows all the intricacies of accounting work and business management in the organization, not even the manager. Therefore, upon dismissal, the chief accountant is obliged to provide all the necessary information about his work to the boss or the new employee. Providing this information is called referral.

The employer should remember that a chief accountant who has reached retirement age can terminate the employment contract without a mandatory two-week period of work. In practice, this means that the financial activities of an organization may at any time be left without vital accounting support.

This is important to know: Can you be fired from your job if you have a mortgage, loan, or debts?

Features of the departure of the chief accountant

Chief accountants have increased responsibility, therefore, at the legislative level, they were entrusted with the obligation to transfer cases upon dismissal. Thus, previously this issue was directly regulated by Resolution of the USSR Council of Ministers dated January 24, 1980 No. 59 “On measures to improve the organization of accounting and increase its role in the rational and economical use of material, labor and financial resources.” Then there was the Law “On Accounting” No. 129-FZ, which became invalid.

Since 2011, the Federal Law “On Accounting” No. 402 has been in force, according to which the accountant keeps records and prepares accounting (financial) statements (if the functions of the accountant are not performed by the manager personally). That is, it is fair and logical to demand from the accountant a detailed transfer of information and matters. But the employer currently does not have such a right to demand. The possible solution is this: to hire an assistant for the retiring chief accountant during his work, who will actually be nearby and will be able to delve into the specifics of the work.