When creating any limited liability company, an order for the appointment of a director is required - an official document, according to which a higher board of directors selects and appoints a certain person to the role of head of the company.
The preparation of this document is carried out in the case of registration of an LLC or in the case of dismissal of the previous manager, and in the second case, accordingly, a separate order will need to be drawn up in advance for the dismissal of another person from his position.
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However, in order not to encounter any problems in the future when interacting with government agencies, it is best to understand in advance how such documents are correctly drawn up in 2020 and what needs to be taken into account in the process of their execution.
Basic moments
The general director is the sole executive body responsible for the functioning of the entire organization, and this position can be held by one of the participants of the given company or by some third party.
By his status, the general director is the same employee of the organization as everyone else, but at the same time he has much more powers, which are limited only by corporate interests, as well as current civil legislation. To hire a general director, a corresponding order or decision on appointment must be drawn up, and a randomly drawn up order must be sent to the archives of the enterprise.
It is worth noting the fact that when appointing a director for the first time, the registration procedure is much more expeditious, while when hiring a person who has previously held this position, after issuing the order, you will also have to additionally draw up form P14001 and register it in the Unified State Register of Legal Entities. The biggest discrepancies arise when a citizen of another country acts as the CEO.
Sample document P14001 Correction of an error (address) in the Unified State Register of Legal Entities
Regardless of whether all other documents comply with current legislation, the order should be issued only after the highest management body of the company makes a decision to appoint a person to this position. The fact of the appointment of the general director must be submitted to the tax authority within three days from the date of the decision, and the completed form P14001 must be certified by a notary before sending.
Among other things, an individual personal account is opened for the manager.
Where to start
Since the procedure for appointing a general director involves a fairly large number of difficulties and features, it is worth considering in detail each stage of its implementation in order to avoid any mistakes in the future.
What is his role
The main purpose of such an order is to provide information about the appointment of their leader to all employees of the organization, and such an order does not have a deadline. In the future, the document can also be used in the process of certifying banking documentation, issuing a bank card, or satisfying requests received from the tax inspectorate, authorized licensing organizations or any banking institutions.
The official himself, on the basis of this document, can act without a power of attorney, issue approval of all kinds of orders related to hiring, promotion, dismissal or imposition of fines on employees, as well as issue a power of attorney, according to which the interests of the company can be represented by other persons.
Among other things, on the basis of the drawn up order, the general director of the company at the official level takes part in the Board of Directors, as well as all kinds of general meetings of the organization.
Who signs the document
In the vast majority of cases, the employer who hires employees must leave his signature, but in this case the director himself is the employer, and therefore the second party in the legal relationship is the company in which he works.
In such a situation, the type of signature is influenced by the type of enterprise, as well as the total number of its owners, depending on what the signature is placed:
- Chairman of the Board of Directors;
- the owner of the organization, if he is the only founder;
- persons having the corresponding powers of the chairman;
- a trustee selected by the board of directors.
If there are several founders in the company, then they have the right to sign a separate document at the meeting, according to which an outsider will sign the document.
Sample order for the appointment of a director of an LLC
Sample filling
Filling out an order for the appointment of a general director is not as complicated a procedure as it might seem at first glance, since the text of this document does not include many nuances:
- At the top of the document, the full name of the organization, the serial number of the document, and the date of execution of the order of appointment must be indicated.
- The name of the order is indicated, after which information about the person who will be appointed to the leadership position is briefly entered.
- If there are any specific wishes of the board of directors, then they must be included in the text of the order being drawn up.
- A list of all documents, points and provisions confirming the possibility of appointing a general director in this organization is recorded.
- A certain period of time during which the specified person is granted the appropriate powers must be indicated, and a complete list of the manager’s responsibilities must be included in the order.
- Ultimately, a painting and the official seal of the company are affixed.
Number of founders
One founder may himself hold the post of general director, but even in this case, he will need to draw up an appropriate employment contract, as well as prepare all other documents. The agreement with the employee is signed personally by the chairman of the general meeting of participants.
The right of a shareholder related to his personal decision-making on the appointment of a general director is stated in Article 47 of the Federal Law “On Joint-Stock Companies”, and the rules related to the procedure for holding shareholders do not apply to this case.
Federal Law On Joint Stock Companies No. 208
If the organization has several founders, then in this case the appointment of the general director is carried out exclusively at the corresponding constituent meeting, based on the results of which a protocol is drawn up indicating the person appointed to the leadership position.
Moreover, to appoint a new manager, each founder must cast his own vote, confirming his desire to transfer powers to the specified person, and only then is the corresponding protocol drawn up, on the basis of which the order will be issued.
How to prepare an order for the appointment of a director
Today, there is no unified form for drawing up such documents, and each organization has the right to independently prepare orders for the appointment of general directors. At the same time, in order to avoid any misunderstandings, it is better to adhere to certain expert recommendations, and in particular, this applies to indicating the full list of information that was indicated above.
Special attention should be paid to the fact that the order itself is a formality due to the need to reflect information about the hiring of a new person in the financial statements.
If the program does not include the document number and date, then theoretically the employee will not exist and, accordingly, wages cannot be transferred to him.
The business activity type code is a set of numbers that makes it possible to identify the individual entrepreneur’s method of generating income. In what cases is a gross salary assigned? Find out here.
Change of director and assumption of office of a new director
Info
Thus, Russian legislation does not specify the method of transferring documents to the new manager, and also does not fix which specific documents need to be transferred and within what time frame. Such gaps entail the risk of disputes with the dismissed director. If the dismissed director has not transferred the documents to the new director, the company or its participants may apply to the court with a demand to oblige the dismissed director to make the transfer.
Courts, as a rule, satisfy such requests. To facilitate the process of proving in court that the documents were actually transferred to the director, as well as to minimize the risks associated with disputes with the director, the issue of formalizing the transfer of documents to the new director must be resolved before his appointment. First, it is recommended to review the provisions of the company's local regulations.
https://youtu.be/Z8BcKokyLew
Possible options
There are many subtleties associated with the procedure for registering a general director for the specified position, and in particular, this concerns the procedure for correctly completing documents in accordance with all possible options.
Rules for the appointment of a general
In the process of filling out an order for the appointment of a director, several important rules must be taken into account:
- filling out the main text of the order should begin with the list of documents on the basis of which it is drawn up;
- The date on which the director assumed the position must be indicated, as well as the full name of the company of which he will be appointed director;
- the order must reflect the working conditions of the specified person.
If it is necessary to appoint the same person as the chief accountant, you can also indicate this position in one order. In case of reappointment of the general director, an order of appointment must be drawn up, and after signing it, within three days, apply to the Unified State Register of Legal Entities with form P14001.
Responsibilities of an accountant
Only managers of small and micro-enterprises have the right to additionally take responsibility for accounting. This category includes all companies whose total number of employees is within 100 people, if their annual turnover is no more than 800 million rubles.
An order to appoint a chief accountant and a general director as one person can be issued by the heads of those organizations in which the share of the authorized capital is more than 51% owned by the founders. This rule is established in order to exclude the possibility of implementing schemes related to the so-called “tax optimization” on the part of representatives of large businesses.
The chief accountant must be appointed immediately after the LLC is registered, and the order must be drawn up and signed by the general director.
The Case of the Deputy
The deputy director performs his duties in the order of combining positions in accordance with the issued order. Thus, if the powers of the director are appropriately transferred to some other employee of the company, he has the opportunity to issue all kinds of orders both in relation to himself and in relation to other employees, but all these operations are carried out according to the position that is enshrined in the executed employment contract .
The appointment of an employee as a deputy can be carried out in accordance with the order of the employer, which is drawn up in any form. It is worth noting the fact that the order must necessarily reflect the period during which the employee will be engaged in performing additional work, indicating its content and volume, as well as the total amount of the additional payment.
At the same time, it is worth noting the fact that if an employee is assigned additional responsibilities associated with the position of a manager, the issued order must indicate exactly what powers the manager is endowing him with.
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.
- If a director resigns, an order about this must be drawn up in the same way as for any other employee.
- The grounds and specific procedure for terminating an employment contract used for a manager differ from that used for other employees.
- 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.
The order is drawn up only when the director works under an employment contract. If he is also the owner (founder) of the organization, it is enough for him to issue an order to appoint a new director in his place.
Nuances of content and structure
The standard order form includes the following information:
- full name and individual number – “Order No.”;
- exact date and place of registration – “00.00.0000 Name”;
- the name of the document reflecting the purpose of its execution - “On the assumption of the position of director of JSC “Company””;
- the main text, which indicates a direct link to the Minutes of the Founding Meeting, indicating its individual number and date - “I assume the position of director of the company from the specified date”;
- indication of the date when the executed document comes into force - for example, “from the moment the order is signed, it comes into force”;
- signature of the new director of the organization with the obligatory decoding of his initials and indication of his position.
It is worth noting that quite often the order initially reflects the full list of powers vested in the general director, but in fact this is not mandatory.
Rules for developing an order
The lack of a unified form for an order of this type causes difficulties in its development. In order to protect yourself from possible unpleasant consequences associated with illiterate execution of an order, you should adhere to the following recommendations for filling out such documents:
- carefully check the deadlines and dates specified in the order (there must be no errors, inaccuracies, corrections);
- when appointing a director on the day of registration of a legal entity, his details are not indicated in the order, since they do not exist yet;
- there must be a link to the document that provides the basis for the order;
- the day of appointment of the general manager and the day the order comes into force are mandatory;
- the final part of the document must contain the signature and name of the general manager, as well as the seal of the legal entity.
https://youtu.be/Jv3FqzVWrD0
How long does paper last?
The validity period of the general director's employment contract has a lot of features, since in accordance with the norms prescribed in the current legislation, the validity period of this document is established by the charter of the enterprise. In this case, accordingly, it is necessary to mention the deadline for completing this document, but you can indicate it as indefinite.
At the end of the specified period, the contract can be terminated or extended. Moreover, if neither party decides to terminate the employment relationship, the contract automatically turns into a document concluded for an indefinite period of time.
