Home » Articles » Change of founder and CEO at the same time in 2020
A change in the composition of LLC participants is often associated with a change in the head of the company. This is dictated by the need to establish control on the part of the new business owner. When a departing partner is the leader of an organization, he often wants to leave it completely. The change of founder and general director at the same time in 2020 is carried out according to the rules established in the LLC law .
Let's look at the features of this procedure.
Applicable schemes
When there is a simultaneous change of founder and manager, the main role is played by the choice of method for introducing a new participant. The LLC Law allows the following schemes:
- sale of a share in the authorized capital of an LLC with a simultaneous change of director.
- the entry of a new participant and the subsequent exit of the previous one, accompanied by the dismissal of the old one and the acceptance of the next leader.
The advantage of the first scheme is the speed of registration : all documents are drawn up and submitted as part of a single purchase and sale transaction. The notary undertakes all the work of registering the relevant changes. In such transactions, documents are processed at the tax office in an expedited manner. The main disadvantage of this method is its high cost . Not in every case the company will have available funds for notarial activities.
An alternative scheme allows you to minimize costs . When implementing it, you will not need to enter into a purchase and sale agreement. The degree of involvement of the notary will be low and you will only have to pay for certification of signatures on a number of documents. The disadvantages of a phased replacement are longer implementation times and the need to fill out many applications yourself.
Let's take a closer look at each of the options.
Two companies, one director
Thus, a person hired as a director of a business company and who is not its sole founder should not ask permission from his employer to create a new organization in which he will be the only participant and director. The explanation is simple: if a citizen is both the sole founder and the sole executive body, concluding an employment contract with himself is impossible (see Letters of the Ministry of Health and Social Development of Russia dated August 18, 2009 N 22-2-3199, Rostrud dated December 28, 2006 N 2262-6- 1). Consequently, an employment contract is not concluded with another employer, performing the functions of a director does not correspond to the concept of part-time work (Article 282 of the Labor Code of the Russian Federation), which means there is no need to seek consent (Letter of Rostrud dated July 28, 2008 N 1731-6-0).
Similarly, the sole executive body of a joint-stock company is elected by the general meeting of shareholders, if the charter of the joint-stock company does not include the resolution of this issue within the competence of the board of directors (Article 69 of the Law on Joint-Stock Companies). The agreement with the general director on behalf of the JSC is signed by the chairman of the board of directors or a person authorized by the board of directors.
Change through sale of share
The complexity of the procedure depends on the number of founders in the company. If there are several of them, you will have to draw up additional documents. The change will consist of several standard stages:
- Studying the rules for transferring shares in an LLC . The relevant provisions are contained in the company's articles of association. When they are not there, you will need to accept and register a new version of the document. If these provisions are contained in the text of the charter, then you can move on to the next stage.
- Notification by the exiting partner of the other founders of the intention to sell his share . This stage will have to be completed if the LLC has more than 1 participant. Each of the partners has the right to preemptive redemption of a share in the authorized capital. To speed up the procedure, it is necessary to draw up a written refusal from everyone to exercise this opportunity. Otherwise, you will have to wait 30 days.
- Registration of notarial consent to the transaction by the spouse of the retiring founder. This document will be required if the share in the authorized capital appeared during the marriage.
- Making a decision to change the manager . If the LLC has several founders, then their meeting is held and a protocol is drawn up on the appointment of a new general director and the dismissal of the old one.
- Registration of the transaction by a notary on the day of replacement of the manager. The old and new founders sign the drawn up agreement. This procedure should not be postponed to another date, since the company must notify the tax office of the change of director within 3 days.
- Drawing up form P14001 by a notary and sending documents for registration . He is obliged to submit the application and attachments within 2 working days from the date of execution of the transaction. The details of the new director will be entered on Form P14001.
The completed documents will be returned to the notary, and he will issue a certificate and an extract from the Unified State Register of Legal Entities.
Alternative options for replacing the CEO
It is possible to appoint a new manager at any stage of the sale of a share, as well as before it begins or after its completion. The disadvantages of this choice are additional costs: you will have to fill out and submit a separate form 14001.
Can an organization have two CEOs?
They, along with the head of the organization, have the right to issue powers of attorney, issue orders, sign any legally significant, financial and personnel documents, as well as give the necessary explanations to controllers. At the same time, the organization can independently decide how exactly they will act - jointly or independently of each other - and what powers each of them will exercise. The powers of directors must be specified in the charter or other internal document of the organization.
Interesting: What documents are needed to receive a tax deduction for studies?
In addition, we note that the Charter should distribute the subjects of responsibility between the directors, define the range of their functional responsibilities, and the procedure for signing documents. The responsibility of the official in this case will be directly related to the scope of his powers. That is, if the Charter, for example, states that the terms of reference of the HR director include resolving personnel issues, then he will be the one to sign personnel orders, and he will also be responsible for the decisions made.
Change through expansion of authorized capital
The procedure for the gradual change of participant and general director in 2017 involves a number of stages:
- Drawing up an application by a new participant . To do this, the joining partner must draw up an application addressed to the head of the company. In the document, he indicates the cost of the contribution, the size of the future share, as well as the method and timing of the contribution.
- Drawing up a decision or protocol on expanding the number of founders. The application is considered by the participants (including the only one). Each signature on a decision or protocol is certified by a notary. In the same document it is necessary to appoint a new manager.
- Registration of changes. Next, you need to draw up forms 14001 and 13001. The first contains information about the new founder and manager, and the second contains information about the changed authorized capital. Both statements are signed by the new manager in the presence of a notary. You will also need to print and staple a new version of the LLC charter in 2 copies and pay a state fee of 800 rubles. Documents (charter, statement, protocol or decision, form 13001 and 14001, receipt or payment order) must be submitted to the tax service no later than 3 days after the decision to change the manager is made. Registration is completed within 5 days, after which you can receive confirmation.
- Registration of the founder's exit. The participant leaving the LLC must file a statement of resignation from the company. It must be notarized. The remaining founders (participant) accept the application and instruct the accounting department to calculate the value of the share of the exiting partner. The amount is calculated based on data as of the previous reporting date.
- Registration of changes in the composition of founders. To do this, you need to fill out Form 14001, indicating information about the participant's departure. It is signed by the general director of the LLC in the presence of a notary. Next, the documents (application, form 14001, protocol or decision) are transferred to the tax service. This time you will not have to pay state duty. The registration period will be 5 days, after which you can receive ready-made documents.
An alternative option for replacing the CEO
You can change the head of an LLC without additional costs when registering the exit of the founder from the organization. This must be reflected in the minutes or decision of the sole participant, as well as on Form P14001.
If the change occurs at other stages, as well as before or after the end of the entire procedure, the powers of the new manager will have to be formalized in a separate manner.
Two directors in an organization sharing powers
From a practical point of view, the new procedure for formalizing decisions of general meetings of participants (shareholders): by a registrar, notary or in another way depending on the type of legal entity, the possibility of registering a company with a “standard” charter, the principle of reliability of the Unified State Register of Legal Entities, and others are important.” The law provides for a number of changes to § 1 Ch.
But the general provisions enshrined in the Civil Code of the Russian Federation have not been developed in special legislation. The result is a lot of difficulties associated with the peculiarities of managing a company by several directors. From September 1, 2014, in connection with changes in the Civil Code of the Russian Federation, the powers of the sole executive body (hereinafter referred to as the Director) of LLC and JSC (hereinafter referred to as the Company) can be granted to several persons acting jointly or independently of each other.
26 Jun 2020 glavurist 495
Share this post
- Related Posts
- Employment contract with the sole participant - director of the company
- How are dividends calculated and paid in LLC?
- Sample application for dismissal of the founder's CEO
- One Cube of Water How Many Liters of Water According to the Meter 2020
Actions after completion of the procedure
When the change of founder and general director of the LLC is completed, it is necessary to perform a number of actions :
- notify the bank about the new composition of partners and manager;
- inform all partners about the newly appointed director;
- communicate information about the change of manager to company personnel;
- settle accounts with the founder who has left the organization, if his exit is not related to the conclusion of a purchase and sale agreement.
The successful completion of the simultaneous change of director and founder is associated with compliance with the specified algorithm. Even the most insignificant mistake can lead to a delay in the procedure and holding company officials accountable .
You can avoid such problems if you entrust all the necessary work to professionals. Contact the Imperia CPU, and we will help you quickly and profitably change the founder and general director of the organization. The quality of our services is guaranteed by the successful completion of similar procedures.
In the corresponding section of the company’s website you can familiarize yourself with our services and find contacts to communicate with our specialists.
Date of:
01.07.2017
