Change of director of a joint stock company: how to register correctly

Why do you need a protocol on the change of general director?

The protocol on the change of director is a document establishing the powers of the new general director by the general meeting of the owners of the organization. If the company has only one owner, then in order to approve the powers of the new head of the company, a document is issued that has a similar legal nature, but is called differently: the decision of the sole founder.

Based on the protocol (decision of the founder), an employment contract is concluded with the new head of the company. If the protocol is not published and the employment contract is signed, then the director will not be able to carry out the necessary actions to manage the organization, while the company will have to pay him a salary.

In turn, the director can exercise his powers without an employment contract, if he is the sole founder of the company. His powers are established by civil law, independent of labor law.

Do you need an employment contract with the general director - the sole founder? Find out here.

Formally, it is possible to exercise powers without an employment contract and with a hired director. But in this case, his company will directly violate the Labor Code of the Russian Federation in terms of norms prohibiting forced labor.

Thus, the purpose of the minutes of the meeting of founders on the change of director is to establish at the local level a norm about the acquisition by the new director of the necessary powers to manage the organization.

IMPORTANT! Within 3 days after signing the protocol, you must submit to the Federal Tax Service application R14001 (clause 22 of the Administrative Regulations by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169n), reflecting the fact of the change of director, as well as a copy of the protocol. If this is not done, the Federal Tax Service may impose a fine of 5,000 rubles (Article 14.25 of the Code of Administrative Offenses of the Russian Federation).

Let's study in more detail the procedure for adopting this protocol, as well as what this document might look like.

Preparatory stage

By law, the duties of the registrar of information contained in the Unified State Register of Legal Entities are assigned to the Federal Tax Service. Initial information about the manager is contained in form P11001. However, during the course of the company's activities, the head of the LLC often changes.

The protocol is subject to mandatory storage as one of the most important personnel documents and, at the same time, documents related to the main activities of the organization. The storage period is determined either by internal regulations or by the legislation of the Russian Federation (but not less than five years).

At the first stage, it is necessary to make a decision to hold a general meeting of LLC participants, at which the powers of the old general director will be terminated and a new one will be elected. The procedure for convening and preparing this event is determined by Federal Law No. 14-FZ dated 02/08/1998 “On Limited Liability Companies” (hereinafter referred to as the Law).

The decision to convene is made by the executive body of the company. Depending on whether the change of leadership was planned in advance or whether it is unscheduled, preparations are made for a scheduled or unscheduled meeting. The difference in preparation is that the timing of a scheduled meeting is specified in the company’s charter, but an unscheduled meeting is not. Accordingly, society participants must send a demand to the executive body about the need to hold this event.

The following schedule will look like this.

Within 5 days from the date of receipt of the request, the executive body is obliged to consider it and make a decision on approval or refusal to hold a meeting.

Within 45 days after submitting the request for its holding (if approved), the meeting must take place. This is stated in paragraph 3 of Article 35 of the Law.

30 days before the event (no later), those convening the meeting must notify other participants about it. This is done by sending a registered letter with notification to the address indicated in the list of company participants in the company's charter. Also, notification can be made in any other way specified in the regulatory documents of the organization.

Not only individuals can create an LLC. Different combinations are allowed: legal entities and individuals, only legal entities. When there is a legal entity among the founders of an LLC, the standard list of required documents is supplemented with the following papers.

Law of the Russian Federation “On LLC” dated 02.08.1998 as amended. and additional (current in 2019) mandatory sections of the document are provided. If the general meeting of founders in the minutes confirms the authenticity of the charter of the LLC being created, then notarization is not necessary. With the consent of all owners, you can undergo the procedure of certification of the document by a notary. Since 2020, it has become possible to register an LLC on the basis of a standard charter.

How to correctly draw up an order for the reception of the head of the enterprise? There is no unified form for this document. Therefore, an order for appointment to the position of general director of an LLC can be drawn up on letterhead, which indicates the company’s details.

An order for the appointment of a director must contain the following information:

1. Company name.
2. Place and date of publication.
3. Title of the official paper.
4. Link to the founders' decision.
5. Text with the wording about taking office.
6. Information about the start and end dates of powers.
7. Position as stated in the charter.
8. FULL NAME. general director.
9. His signature.
10. Seal of the organization (if any).

The order is signed by the director or founder. The order for the appointment of a general director - the sole founder or an invited top manager - is recorded in the order registration book and is assigned a serial number.

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In accordance with clause 3.1 of the Instructions for filling out work books, approved. By Decree of the Ministry of Labor of the Russian Federation dated October 10, 2003 No. 69, a record of employment is made in a citizen’s work book. In our case, information about employment is recorded on the basis of a protocol or order. After this, within three days you need to fill out an application for entering information into the Unified State Register of Legal Entities and inform the tax office about the election of a manager.

The procedure for adopting the protocol on the change of director

The powers of the director are established by civil law, which functions separately from labor law. However, the protocol in question is still expected to include language related to labor legislation.

In any case, it is highly desirable to synchronize the two indicated types of legal relations. This is due, in particular, to the fact that the protocol in question will be the basis:

• to cancel an agreement under the Labor Code of the Russian Federation with the current director;
• drawing up an employment contract with the new manager.

The protocol in question can be accepted:

1. At a general meeting of owners initiated by any of them.

The subject of discussion will be the dismissal of the director from office. At the same time, the grounds for cancellation of the employment contract will be considered and recorded in the protocol. For example:

• established by art. 81 of the Labor Code of the Russian Federation (illegal actions of the director, which led to damage to the company);
• established by art. 278 of the Labor Code of the Russian Federation (dismissal of a manager at the request of the owners).

Moreover, in the second case, the director is entitled to compensation in the amount of 3 average monthly earnings, unless otherwise provided by law. The procedure for its payment can also be considered during a meeting of business participants.

2. At a general meeting of owners initiated by the director himself.

In this case, the agenda may include the dismissal of the director at his own request (Article 280 of the Labor Code of the Russian Federation). In this case, the director must notify colleagues about the start of the meeting 1 month before the scheduled date of its holding.

For details, read the material “Dismissal of the General Director at his own request.”

Order to dismiss the director

In addition to making a decision at a meeting of participants, to dismiss a director, you also need to issue a corresponding order. Such a document is an order to terminate the employment contract in connection with the adoption of a decision by the authorized body. It can be completed either in any form or using the unified form No. T-8. However, an important question in this case will be the following: who has the right to sign an order for the dismissal of a director?

The answer to this question will depend on what form is used to draw up the order. If the order for the dismissal of a manager is drawn up in form T-8, then he has the right to sign it independently. Thus, the director fires himself. But this is not always possible, since sometimes the dismissal of a director occurs due to a conflict situation and he refuses to resign. In this case, you can only draw up minutes of the meeting of participants, that is, you can do without an order.

Important! If the manager refuses to sign the order of his dismissal, then you can get by with only one document - the minutes of the meeting of participants.

Sample order for the dismissal of a director

Protocol on change of director: document structure

The minutes of the meeting of founders on the change of director should reflect:

1. Date, place of its compilation, name.

2. Name of the organization.

3. Composition of present owners, presence of quorum.

4. Full name of the meeting chairman, secretary.

5. Agenda:

• termination of powers of the current director (indicating his full name);
• election of a new leader (indicating his full name).

6. Positions of meeting participants on both issues on the agenda (with references to the provisions of the Labor Code of the Russian Federation and other sources of law, if necessary).

7. Voting results for each of the owner positions.

8. Provisions defining:

• a person who is authorized to provide documents to the Federal Tax Service for the purpose of changing the Unified State Register of Legal Entities (in particular, form P14001);
• a person authorized to conclude an employment contract with the new director.

9. Signatures of meeting participants and secretary.

If a company uses a seal, it is affixed to the document.

You can download a sample protocol of the founders on the change of director on our website using the link below:

Entry into the work book

Important! Like any dismissed employee, a notice of dismissal must be made in the work book of the head of the organization.

In addition to the protocol and order, the dismissed director needs to make an entry in the work book. It is entered regardless of whether the manager signed the order or not. Such an entry in the book can be certified by the founder, if he is the only participant, or one of the participants, if there are several of them in the company. As with the dismissal of any other employee, a stamp is placed in the work book, and the decision of the founders of the organization is indicated on the basis (Read also the article ⇒ How to correct a mistake in the work book 2020).

Changing the director in an LLC - step-by-step instructions for 2020

Appointment of the director of the Company and conclusion of a contract with him. 3. Approval of the draft contract with the director of the Company. Voting results on the agenda: “For - unanimously; “Against” - no; “Abstained” - no. 1. Heard on the first issue 1. Statement by the director of the Company _______________________________________ (full name of the director) who announced his application for his dismissal from the position of director of the Company. Decided: To release “__” ___________ 200_ __________________________________ (full name of director) from the position of director of the Company. Terminate the contract with ___________________ (full name of the director) on the same date. Voting results on the first question: “For - unanimously; “Against” - no; “Abstained” - no. The decision was made unanimously. 2. Heard on the second issue 1. Proposal of the Chairman of the General Meeting of Participants _______________ (full name of the participant) on the transfer of ________________________________________________________________ (position and full name of the future director), based on the application submitted by him, to the position of director and conclusion cancellation of the contract for a period of ___ years. Decided: 1. Transfer _________________________________________________________ (position and full name of the future director), to the position of director of the Company from “__” ___________ 200_ for a period of ______years. Authorize the Chairman of the General Meeting of Participants _________________________________________________________ to sign a contract with ______________________ (position and full name of the future director). Results of voting on the resolution: “For - unanimously; “Against” - no; “Abstained” - no. The decision was made unanimously. 3. Heard on the third issue 1. Proposal of the Chairman of the Company _____________________________ approval of the draft contract with the director. We decided: 1. Approve the draft contract with the director. Voting results on the third question: “For - unanimously; “Against” - no; “Abstained” - no. The decision was made unanimously. The minutes of the meeting of the Founders (participants) of the Company were signed by:___________________________ /_______________/__________________________ /________________/ Chairman Signature Explanation of signature Secretary Signature Explanation of signature

The document was prepared by specialists from Legal Consulting Bureau Kuntsevich and Partners LLC

tel., www.lcb.by, e-mail

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The protocol was prepared taking into account the requirements established in Article 181.2. Civil Code of the Russian Federation, paragraph 3), paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation and Article 11 of the Federal Law “On LLC”

The minutes of the general meeting of LLC founders can be prepared in the Turbodok service.

Minutes No. 1 of the General Meeting of Founders of the Limited Liability Company “___________________________” (the founders of the LLC are legal entities or individuals)

Date of the meeting: “__” __________ 20__ Place of the meeting: ______________________________. Meeting start/end time: 10:00 am / 11:00 am. The founders of the Limited Liability Company "______________" (hereinafter referred to as the Company) were present: - The corporate name of the legal entity, represented by the head, full name, acting on the basis of the Charter; - FULL NAME. founder of an individual.

AGENDA:

1.On the election of the chairman and secretary of the meeting.

2. On the election of the counting commission of the meeting, which conducts the counting of votes.

3.On the establishment of the Company.

4.On the procedure, size, methods and timing of formation of the Company’s property.

6. On approval of the Charter of the Company. On concluding an agreement on the establishment of the Company and on determining the procedure for joint activities of the founders to create the Company.

7.On the election of the General Director of the Company.

8. On approval of the draft employment agreement (contract) with the General Director of the Company.

9. On approval of the monetary valuation of non-monetary contributions made to the authorized capital of the Company.

10. On the election of the audit commission (Inspector) of the Company.

Extension of powers

The term of office of the general director is determined by the company's charter. After this period, during a scheduled meeting of the authorized body of the LLC, the general director can be re-elected for a new term. This is stated in Article 40 of the Law. Typically, the LLC Articles of Association establish the standard term for a director to be 5 years. A sample has been prepared for readers of this article (protocol for extending the powers of the General Director - 2017). It is compiled in the same way as the previously discussed documents. However, in the “Agenda” section it is indicated that the meeting is being held to extend the powers of the manager. A sample fragment of this document is presented below.

Important points

The minutes of the meeting must be notarized. Often, a meeting is usually held in the presence of a notary, unless otherwise provided by the LLC Charter, or by a decision of the meeting of all LLC participants, which was adopted unanimously by them (clause 3 of Article 67.1 of the Civil Code of the Russian Federation).

Protocol on the change of director of an LLC - sample 2019

A protocol on the change of director is prepared following the results of the general meeting of the company. To avoid the risk of challenging the decision to replace a director in the future, the general meeting must be held in strict compliance with the law. First of all, the provisions of the Law, as well as the charter of the LLC.

Note! If the issues of holding a meeting are not regulated by all the acts that we mentioned above, then the procedure for holding it must be determined directly in the decision of the meeting (clause 1 of Article 37 of the Law).

If there is a change of director at a meeting, the agenda for the meeting usually includes two related items. The first is about the termination of the powers of the previous general director, the second is about the election of a new one.

When making decisions on these issues, it is necessary to accurately determine the quorum for their adoption. The law states that such decisions are made by the meeting by a majority vote of the total number of votes of participants. However, before the meeting, you need to check the requirements of the charter and make sure that it does not indicate a different number, that is, a larger number of votes (clause 8 of Article 37 of the Law).

If the charter does not specify another method, then the decision made, as well as the composition of the participants present at its adoption, must be certified by a notary (clause 3 of article 67.1 of the Civil Code of the Russian Federation).

The protocol on the change of director is one of the options for certifying the powers of the director. Next, we will consider 2 more common types of protocols: on the appointment of a director and on the extension of the director’s powers

Sample decision to extend the powers of the director of an LLC - the sole founder

> > September 13, 2020 Extension of powers of the director of an LLC - the sole founder - you can download a sample document according to which this procedure is carried out on our website - it is implemented taking into account the norms of both civil and labor law. Let's study this feature in more detail.

Documents and forms will help you: The decision as a document regulating the activities of an LLC is always drawn up by its sole owner.

Based on the founder’s decision, an order is then issued to extend the powers of the manager.

If there are at least 2 owners of the company, then the document performing a similar legal function will be called a protocol (adopted by the meeting of owners).

The purposes of decision-making, like protocols in an LLC, can be very diverse. By issuing decisions, the sole founder, in particular, appoints and also extends the powers of the head of his organization.

The maximum term of office of the general director of an LLC according to the Charter is 5 years. This means that upon its expiration or as this period approaches, the corresponding powers will need to be extended.

In this case, it does not matter for how long the employment contract with the general director is concluded (or even whether it is concluded at all, if the founder appoints himself as general director). However, if a manager who has a valid employment contract does not have the powers established by the owner’s decision, then he will not be able to carry out his labor duties in practice: his signatures will be invalid. In turn, without a valid employment contract, the hired director may well fulfill his powers (and, moreover, is obliged to do so), despite the fact that the company in this case may have serious difficulties when checked by the Labor Inspectorate.

Thus, the powers of the head of the company, by decision of the founder, are paramount in comparison with labor duties. Further in the article we will look at the specifics of prolonging an employment contract when increasing the term of office.

My own lawyer

Limited Liability Company "Alma" MINUTES No. 10 of the general meeting of participants of the limited liability company "Alma" Moscow March 01, 2020 Type of general meeting: extraordinary. Form of conduct: in-person presence (meeting).

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Venue of the general meeting:

Moscow, st. Michurinskaya, 23.

Time of the general meeting: March 01, 2020, 14:00. Total number of participants of Alma LLC (hereinafter referred to as the Company): 2.

Present at the meeting are: 2 members of the Company: – Zomer LLC (share in the authorized capital – 60%); – Vityaz LLC (share in the authorized capital – 40%). The meeting is valid. Chairman of the meeting: A.V. Lukin. Secretary of the meeting: E.V.

Ignatenko. AGENDA: Election of the General Director of the Company for a new term. On the agenda: Speaker: A.V.

Lukin with a proposal to re-elect the current General Director of the Company for a new term.

Issue put to vote: to elect Alexey Valeryevich Lukin (passport series 08 62 No. 134456 issued on January 16, 2008 by the Severnoye Tushino District Department of Internal Affairs, Moscow, department code 772-023) as General Director of the Company for a new five-year term from March 2, 2016 .

Voted: “FOR” – unanimously; “AGAINST” – no; “ABSTAINED” – no. Persons who voted against the decision of the meeting and demanded that this be recorded in the minutes: none. Decision made: to elect Alexey Valerievich Lukin (passport series 08 62 No. 123456 issued on January 11, 2001

District Department of Internal Affairs "Severnoye Tushino" of Moscow, division code 772-023) as the General Director of the Company for a new five-year term from March 2, 2016.

The vote counting was carried out by: A.V. Lukin. Chairman of the meeting A.V. Lukin Secretary of the meeting E.V.

Ignatenko A decision on the re-election of a director must be made if: - the general director works in the LLC under a fixed-term employment contract and - the company intends to conclude a new fixed-term employment contract with him (in particular, due to the fact that the old one is expiring). By default, the decision is made by the general meeting of participants.

Re-election of the General Director of the LLC for a new term

Contents The document can be obtained from the territorial authorities of the Federal Tax Service (FTS) free of charge within five working days from the date of submission of the request.

However, if the extract is needed urgently, you must pay a state fee (400 rubles). The receipt or payment order together with the request must be submitted to the territorial inspectorate of the Federal Tax Service, that is, at the location of the legal entity, and in Moscow also to the Interdistrict Inspectorate of the Federal Tax Service No. 46 for the city.

Moscow. An urgent extract from the Unified State Register of Legal Entities can be obtained the next business day after submitting the request. According to Art. 280 of the Labor Code of the Russian Federation, the head of the company, having decided to leave of his own free will, is obliged to notify the employer (the owner of the organization’s property or his representative) in writing about the early termination of the employment relationship by writing a statement one month before the date of the proposed dismissal.

The registering authority, within no more than 5 working days from the date of state registration of a legal entity and/or making changes to the State Register, provides information about the legal entity free of charge: - to the territorial bodies of the Federal Agency for Federal Property Management, territorial bodies of the Pension Fund of the Russian Federation; — federal bodies of the Social Insurance Fund of the Russian Federation; — military commissariats, territorial compulsory health insurance funds; - territorial bodies of the Federal State Statistics Service, and in cases established by federal laws - to other bodies (clause 19 of the Rules for maintaining the Unified State Register of Legal Entities and providing the information contained therein, approved by Decree of the Government of the Russian Federation of June 19, 2002 N 438). In accordance with Part 3 of Art. 84.1 of the Labor Code, the day of dismissal of an employee should be considered the last day of his work, however, an employment contract with the manager by virtue of Art.

274 of the Labor Code may provide otherwise.

From the provisions of Federal Law N 129-FZ it follows that de jure a new manager is considered to have taken office, and the previous one to be dismissed only from the date of making the corresponding entry in the Unified State Register of Legal Entities (from the date of registration of changes, not related to amendments to the constituent documents).

Minutes of the general meeting of the LLC on the re-election of the general director for a new term

Limited Liability Company "Beta" LLC "Beta" MINUTES of the general meeting of participants of LLC "Beta" No. 5 Type of general meeting: .Form of the meeting: .Place of the meeting: .Date and time of the meeting: May 6, 2020 Start time for registration of participants : 9 hours 30 minutes. Closing time for registration of participants: 9 hours 50 minutes. Opening time of the meeting: 10 hours 00 minutes. Closing time of the meeting: 11 hours 30 minutes.: Mikhalkov Sergey Sergeevich. Secretary of the general meeting: Ivanova Marina Evgenievna. Total number of participants Society: .Number of members of the Society present at the general meeting: 4. Present at the general meeting: Petrov Alexander Ivanovich; Mikhalkov Sergey Sergeevich; Serebryakova Yulia Vasilievna; Yudina Svetlana Vladimirovna. Total 75 percent of the votes belonging to the participants who took part in the general meeting on issues agenda. There is a quorum for holding the next general meeting of participants. The meeting is valid. The decision of the general meeting is made by open voting. Agenda: 1.

Termination of a fixed-term employment contract with the General Director of Beta LLC A.I. Petrov. Message from the chairman of the general meeting of participants of Beta LLC Mikhalkov S.S.2.

Election of A.I. Petrov as General Director of Beta LLC for a new term and conclusion of a new fixed-term employment contract with him. Message from the Chairman of the General Meeting of Beta LLC Mikhalkov S.S. On the first question Listened to: The Chairman of the General Meeting of Beta LLC, who reported that the validity period of the employment contract No. 3-TD is from 03/23/2009, concluded with the General Director of Beta LLC Petrov A.I., expires on May 12, 2020, of which he was notified in the manner established by Art. 79 of the Labor Code of the Russian Federation (Notice No. 5-u dated April 19, 2015).

Taking into account the above, I proposed to terminate the fixed-term employment contract with the general director of Beta LLC, A.I. Petrov.

due to the expiration of its validity period (clause 2, part 1, article 77 of the Labor Code of the Russian Federation). Resolved: To terminate on May 12, 2020 the fixed-term employment contract with the general director of Beta LLC A.I.