Grounds for extending the powers of the General Director
Experts recommend carrying out the procedure through dismissal and rehiring of the same person, thus extending the authority of the manager. Admission is carried out after an appropriate decision from the company's participants and the issuance of an order. The order is drawn up in free form on company letterhead, indicating the full name of the appointed person and his leadership position.
The company's participants make a decision to extend the powers of the general director. This is done using a special protocol. Such protocol and decisions are grounds for extension. It indicates that the powers under the employment contract, the term of which has come to an end, have ceased. In this regard, the director is rehired. Based on the protocol, information about the termination of the contract and the conclusion of a new document is also entered into the work book.
An additional basis is an order.
How to extend the powers of a director if he is the only founder?
If the director is the only founder, then there can be no talk of a meeting of participants. In this case, it is enough to decide that the responsibilities remain with him. Additionally, an order is drawn up - it can be requested by banks and notaries.
After this, the executed orders are attached to the company’s documents. It is important that the text of the order fully complies with what is written in the Charter of the company.
How to apply for renewal of the director's powers
Such a letter does not require compliance with a specific form, but it is necessary to attach copies of supporting documents, namely:
- a copy of the protocol or decision;
- if the extension of powers entailed changes to the Unified State Register of Legal Entities, then a new extract is attached;
- a copy of the order for the enterprise.
Extension of powers of a director, sample of a notification to a bank: Enterprise form, with brief data Outgoing No.... date... To the head of the regional branch of a financial institution... name... Summary, for example: Under the banking service agreement No.... date... We inform you that based on the decision of the single participant of the LLC ... name ... No. ... date ..., the powers of the director ... full name ... extended for a period ... date ....
How to formalize the extension of the director’s powers?
The decision to conclude a new employment contract with the former head of the organization, i.e. on his re-election to the position of manager may be made simultaneously with the decision to terminate the previously concluded employment contract.
The extension of a fixed-term employment contract with the head of a company for a new term is not provided for by labor legislation. Note that there is another point of view on the issue of the possibility of extending a fixed-term employment contract with the general director.
In accordance with Art. Art. 57, 58 of the Labor Code of the Russian Federation, the term is a condition of the employment contract.
Sample decision to extend the powers of the director of an LLC - the sole founder
All LLC participants were present at the meeting... Quorum... % Information on whether the fees are recognized as eligible Signatories of the protocol, full name Agenda:
- On the extension of powers... position...
LLC... name....
They listened... Full name... They said:...... Resolved to extend the powers of... position... Full name... for a period of... years. Signatories... Full name... signatures... Minutes of the Supervisory Board Extension of powers of the General Director, sample meeting of the Supervisory Board: Minutes No.....
Meetings of the supervisory board of LLC… name…. Date, city of compilation Present Chairman….
Full name... Members... FULL NAME …. Full name Full name Agenda:
- On the extension of powers... position... LLC... name....
On 1 question, spoke...
Full name ..., informing that ... date ... the powers of the general director end ....
LLC...full name..., proposed to extend the powers. Results: .....
How the founders decide to extend the powers of the director
Based on the protocol on the extension of the powers of the director No.... date 1. Extend the validity of the above agreement for a period of... years, until... date... or Clause.... agreements... date... No.... shall be stated as follows: “
Clause... The agreement is extended until....” 2. The remaining terms of the above-mentioned contract... agreement... not affected by these agreements remain unchanged.
Details of the parties If it is entered into the work book that the contract is fixed-term, then changes will have to be made to the same document to extend the powers of the general director.
At the same time, there is another opinion, namely, a fixed-term employment contract cannot be extended.
Courts that have adopted this point of view are of the opinion that the contract with the director should be terminated and a new one should be concluded.
Order to extend the powers of the director. sample
This point is determined by the following regulations:
- Civil Code of the Russian Federation.
- Federal Law No. 14-FZ of 02/08/98
- Clause 2 of Article No. 12 of the Law on LLC.
- Clause 3, Article No. 89 of the Civil Code of the Russian Federation.
In accordance with the provisions of the above-mentioned regulatory documents, the duration of the agreement of the type in question is established by the meeting of founders.
The duration of this period of time is established in the company's charter. This paper must include the type of point in question.
The point regarding the duration of the powers of the general director must be reflected in the charter.
In case of violation of special legislation on LLCs, there is a high probability of negative consequences.
Judicial practice on this matter is quite extensive and ambiguous.
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Documents for extending the powers of the General Director
The main documents in the entire procedure are the order and the protocol. In some cases, a new employment contract or additional agreement may take place, while an order is always needed, and a protocol is almost always needed, except in the case where the general director is the only founder.
When re-registration of dismissal and acceptance, information will be entered into another document - the work book. Important in the entire procedure remains a document called the Charter, which lays out the basics of the functioning of the enterprise, including the process of re-electing a manager.
Term of office of the director of the legal entity
In the case where a fixed-term employment contract is concluded with the head of a legal entity, its validity period is determined by the constituent documents of the legal entity or by agreement of the parties.
Current legislation provides that in order to terminate the powers of a director of a legal entity, a decision must be made by the general meeting of participants (founders) of the legal entity, its board of directors or supervisory board, that is, the body whose powers include resolving this issue (hereinafter referred to as the authorized body). Thus, the powers of the previous director are terminated, and the powers of the newly elected director begin only from the date of the decision to change the sole executive legal entity.
At the same time, the law does not provide for the obligation of a legal entity to formalize the extension of the powers of the director after the expiration of the term of validity of his employment contract provided for in the charter, that is, he is obliged to continue fulfilling the duties assigned to him until the election of a new director.
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Consequently, the expiration of the employment contract does not entail the termination of the powers of the director, who is obliged to perform his functions until the date of election of a new director.
How to draw up a protocol on the extension of powers?
The protocol is the main document in the entire procedure.
Initially, it contains information about the meeting itself:
- date of;
- start and end time;
- location.
A list of persons with passport data who were present at the meeting is listed. Next comes the agenda, which necessarily mentions the extension of the director’s powers. The text corresponding to the consideration of this issue contains the voting results and the fact of the decision made. After this, the decision itself is recorded: to extend the powers of the general manager for five years (or another period).
Sample order to extend the powers of a director
The full name of the organization is written at the top. Next, enter the date of compilation and the city where the company operates. After this comes the name of the order - an order with the corresponding number. It is indicated what exactly is the basis for issuing the order - a decision with a specific number and date.
The text itself states that in connection with the decision to extend the term of office of the manager, the person begins his duties. Information about the date from which the text of the order begins to be valid is also entered.
Thus, it can be written in the first person. Therefore, the general director himself puts his signature at the end opposite the surname and initials.
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Features of protocol preparation, general information
Currently there is no standard, mandatory form for the protocol on the extension of the powers of the general director. Based on this, representatives of organizations have the opportunity to write it in any form, or according to a model approved in the accounting policy of the enterprise. The main thing is to ensure that the structure and content of the document meets certain office work standards.
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The protocol should be divided into three parts:
At the beginning, the so-called “header”, information about the organization is entered, in the main part - information about the persons present at the meeting, as well as the progress of the meeting, and in the end - the decision of the company’s participants.
The protocol must be signed by all those present - in this way they confirm that all the information included in it is correct.
It needs to be stamped only if the requirement to use various types of cliches is enshrined in the local regulations of the company.
The protocol is drawn up in one original copy ; if necessary, additional copies can be made, which must be certified by the signatures of the responsible persons. Information about the form must be entered in the company's internal papers journal - it is usually kept by the company secretary.
Order on extension of the general director of the LLC: document structure
1. Administrative acts according to which the extension of the director’s powers is carried out through the termination of his employment contract and the subsequent conclusion of a new one (letter of Rostrud dated December 8, 2008 No. 2742-6-1).
The first administrative act will be an order in form No. T-8 (dismissal of the director), and the second will be an order in form No. T-1 (hiring a just dismissed director).
Details are in the article “Sample order to change the general director.”
2. An administrative act according to which the employment contract with the director is extended.
IMPORTANT! According to the Labor Code of the Russian Federation, this procedure involves the extension of only a fixed-term employment contract and only if this is expressly provided for by law. At the same time, the extension is not always recognized by the court as lawful (determination of the Supreme Court of the Russian Federation dated June 27, 2014 No. 41-KG14-10). Therefore, its use is risky.
However, an employment contract can be legally extended if, for example, the position of director is occupied by a pregnant employee and her employment contract ends during pregnancy (Article 261 of the Labor Code of the Russian Federation).
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Let us study in what structure the corresponding local act can be represented.
1. Name of the business entity.
2. The title of the document (“Order to extend the employment contract”), date and place of its preparation.
3. Date and number of the renewed employment contract.
4. Grounds for issuing the order (in the scenario under consideration - an application from a pregnant employee for the position of director).
In this case, the date and number of the application, as well as details of the pregnancy certificate on the basis of which the application is drawn up, are indicated.
5. The operative part of the document (“I order”) with the wording:
- on extending the term of the employment contract until the end of the director’s pregnancy (indicating the full name of the employee);
- establishing the obligation for the director to provide the company with a document confirming the end of pregnancy.
The order is certified by the founder or other authorized person of the organization. The pregnant employee holding the position of director certifies the fact that she has read the order with her signature.
You can download a completed sample order to extend the powers of the General Director on our website.
The decision of the sole participant to appoint a general director
Note! In the case when the general director is appointed as the sole participant of the LLC, the document is called the decision of the sole participant.
The document reflects:
- date and place of decision;
- surname, name, patronymic of the only participant, details of his passport, registration address;
- size of share in the authorized capital (100%);
- details of the person appointed as director.
The document is signed by the sole participant of the LLC.
A sample of this document can be found below:
The decision to appoint the general director of an LLC is an example.
In what cases is it necessary to renew powers?
The decision to extend the director’s powers can be made in cases where they have expired, and the persons whose competence includes their extension are satisfied with his work and agree that he will continue to head the company.
For example, there is a restriction on an agreement with the person who heads the LLC. The contract with him can be concluded for no more than five years. It will then need to be extended.
It should be borne in mind that, in essence, the extension of the contract is possible only if its term has not yet expired. When it is over, we can only talk about concluding a new agreement.
On the contrary, there is no requirement to renew an open-ended contract. This agreement will remain in effect until one of the parties decides to terminate it.
What to do if someone voted "no"
In order to extend the powers of the general director, as mentioned above, a simple majority of votes is required.
At the same time, it is obvious that not all society participants may agree with such a continuation of the matter. In this case, the individual opinion of the participant must be included in the protocol, indicating the reasons why he votes “against”.
Subsequently, on the basis of such a record, a person who disagrees with the general opinion has the right to file a claim in court and appeal the decision.
