Protocol of the decision on the appointment of a sole executive body: sample

Decision of the meeting of owners (founders of the company) on the appointment of a director

The head of the organization (director, general director) can be appointed in the only way - by decision of the general meeting of the owners of the enterprise. This procedure is regulated by clause 2 of Art. 33, paragraph 1, art. 40 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ. The minutes of such a meeting or the decision on the appointment of a director extracted from it is the main document indicating the powers of the director.

The manager can be either one of the founders or any employee. The procedure for approving a candidacy is always the same.

The protocol is drawn up in free form, always indicating the date. It must contain registration information about the enterprise, information about the founders and their shares in the authorized capital. The title of the manager's position (director, general director) in the decision must coincide with what is specified in the charter of the enterprise. The protocol should include the passport details of the elected leader. It is not necessary to indicate the term of powers, since they are in the company’s charter.

When a director is re-elected due to the expiration of his term of office or early, it is also necessary to convene a general meeting of founders. A sample will help you correctly formalize the founders’ decision to appoint a director.

If the decision is made by the general meeting of shareholders

What is a general meeting of shareholders?

According to Article 47 of the Law “On Joint Stock Companies” (No. 208-FZ dated December 26, 1995), the general meeting of shareholders is the highest management body of the company. Meetings of shareholders are divided into extraordinary, convened by the board of directors or director to resolve urgent issues, and regular (annual), convened once a year in the period from March 1 to June 30 to resolve the following mandatory issues:

• approval of annual financial statements;
• election of the board of directors;
• distribution of profits between participants, etc., provided for in Art. 47 of the Law.

The competence of this body includes solving key problems in the life of the company, including:

• making changes to the charter, increasing/decreasing the authorized capital;
• liquidation/reorganization of the company;
• appointment of a general director.

A complete list of actions within the jurisdiction of the meeting is contained in Article 48 of the Law and may be supplemented by the company’s charter.

A meeting of the general meeting is convened by its chairman. The quorum for this event must be at least half of the number of participants. Decisions at the meeting are made by voting. The company's internal documents may identify a person with a casting vote.

Minutes of the general meeting of participants on the change of director

Minutes must be kept at the meeting. According to paragraph 4 of Article 68 of Federal Law No. 208-FZ, it must be drawn up no later than three days after the event. The same norm regulates the content of the protocol. The following data is entered into it:

• place and time of its holding;
• persons present at the meeting;
• agenda;
• questions raised and voting results;
• decisions made.

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The document is certified by the signature of the chairman of the meeting. If during voting on any issue the rights of one of the participants were violated, and as a result a decision was made against which he voted, this person has the right to go to court to appeal the decision.

You can download sample documents at the end of the article.

https://youtu.be/OCttC0HiTHs

The decision of the sole founder to appoint the general director of the LLC

In the case where the founder of the enterprise is one person, such a document will be called a decision of the sole participant or founder.

Any individual can be appointed to a leadership position (general director, director), but in most cases the founders themselves become at the helm of the company or entrust the business to close relatives.

You can download a sample founder’s decision to appoint a director from the link below.

ConsultantPlus experts explained how to correctly draw up a decision of the sole shareholder of a JSC on the appointment of a director. If you don't have access, get a free trial.

Registration of labor relations with the appointed manager

A special feature of the agreement on hiring a manager is that on the part of the employer, on behalf of the enterprise, it is signed by the owner or the only participant authorized by the general meeting.

In the case where there is only one owner and he appoints himself to the position of director, an ambiguous situation arises. On the one hand, to conclude an agreement there must be two parties and signing an agreement with oneself is unacceptable. On the other hand, no one deprives a director of the right to enter into an agreement with the company, even if he is a sole founder and assumes the responsibilities of a director. It is important to understand here that such an agreement is signed by one person who acts as a founder and as an employee at the same time.

Find out how to correctly record the appointment of yourself as a director in the work book in the expert opinion of ConsultantPlus by receiving a free trial access.

IMPORTANT! In addition to the decision of the participants or the sole founder of the company to appoint a director and an employment contract, an order for hiring a director is issued. These documents must be from the same date. Data about the manager must be entered into the Unified State Register of Legal Entities.

You will find out what personnel documents still need to be issued for the director in the articles:

• “What applies to mandatory personnel documentation?”;
• “Personnel documents that should be in the organization.”

FAQ

Appointment to the position of manager is accompanied by a number of issues, knowledge of which is necessary for the competent preparation of documentation and management of the company.

Who can be a director?

The head of an enterprise can be one of its founders or an outsider. In this case, the following rules are legally defined:

Any abstention or negative vote by a member of the Board of Directors must be objectively justified, taking into account only those issues that are contrary to the regulations. Once the proposal has been approved by the Board of Directors, if there are multiple proposals, the nomination will be voted on at the General Assembly of Members. The proposed member who wins the most votes will receive honorary member status. If there is only one approved proposal, the granting of Honorary Member status will be made immediately upon approval by the Board of Directors, without the need for consultation with the General Assembly of the member countries.

• the sole founder can independently appoint himself as a director;
• the same person has the right to occupy a leadership position in several organizations;
• in the absence of Russian citizenship, you can occupy a leadership position only after obtaining permission from the migration service.

Who signs the employment contract?

An employment contract is signed by two parties, one of which is the head of the company appointed to the position. As an employer, the signature is affixed by the founder (if he is the only one) or the authorized founder (if there are several participants).

Proposals for honorary members will be submitted annually at least 30 days before the General Assembly. Napoki, but does not have his own dog. Napoki. In order to be a Sympathetic Member, a person or entity must have the full mental capacity or legal agreement to enter into an action in the name of or to sue a minor. About changes regarding stable residence and detainees for 30 days. Article 20 - Disciplinary offences.

Notices on the website or any other publications to members in writing. If a member of the Board of Directors is unreasonably absent from three consecutive meetings or has unsatisfactory performance, the Chairman may move to remove him from office. The proposal, accompanied by written justification, will be confirmed by a simple majority vote of the Board of Directors. The finalization of the structure of the Board of Directors is carried out in the General Assembly in accordance with the procedures established by Art.

Is an order for the appointment of a manager necessary if there is a decision of the founders?

Labor relations between an employee and an employer are regulated by legislation, which clearly stipulates the procedure for hiring a person. In this case, the mandatory stages of registration are:

• conclusion ;
• issuing an order to assign duties.

Is it necessary to enter information into the register about changes in the management of the enterprise?

If information is not entered into the Unified State Register, the newly appointed director does not receive management powers. All documents signed by him can subsequently be challenged in court and declared invalid. Troubles from the tax service due to non-payment of taxes are also possible.

Article 22 - The Audit Committee is represented by the Audit Commission. Article 23 - The body for the analysis of technical, moral and administrative activities is represented by the Ethics Committee. For at least 6 months, who signed the subscription on time at the time of convocation and were not in arrears. Meetings of the General Assembly are ordinary and extraordinary. The regular General Assembly meets once a year. The Extraordinary General Assembly meets as needed.

For now, fulfilling the conditions provided for in Art. 24 The General Assembly will be convened within thirty days if the Board of Directors has less than three members. If an extraordinary meeting is convened, the agenda must contain the issues mentioned by the applicants and leave them for consideration by the General Assembly. The call must be made no later than 15 days before the date set by the display at the Association's headquarters, as well as on its website, fax or email. The Convocation will contain the date, time, place of the General Assembly and the draft agenda.

How to change the head of an organization?

The director may be replaced before the end of the cooperation period in case of violation or failure to fulfill the contractual conditions provided for in the Charter and the employment contract. The procedure for appointing a new manager is carried out according to the standard procedure. In this case, it is necessary to record the changes in the Unified State Register of Legal Entities.

The participation of certain guests is approved by the General Assembly by a majority vote. Invitees do not have the right to vote in the General Assembly. Delegate A may also attend the General Assembly. It will be convened no later than 15 days before the date of the meeting. Voting is carried out directly, directly, in person. Every member present in the General Assembly has the right to vote in art. 17 pairs

Article 26 - Meetings of the General Assembly are conducted by the Chairman and, in his absence, by another member of the Board of Directors delegated by the President in this regard. The protocol is signed by the President, the Secretary and at least three members of the General Assembly.

You can learn everything about the responsibility of the founders and directors of an LLC in this video.

A decision was made to create a company. Now you need to appoint the head of the new organization. Since the company has several founders, a protocol of the general meeting of participants on the appointment of a director of the LLC is needed. Our specialists have prepared a completed 2020 sample especially for portal readers.

Results

In order for the director of an enterprise to take office, a decision on the appointment of the general director of the LLC, drawn up according to one of the forms proposed above, an employment contract between the enterprise and the director and an order for employment are required.

Sources: Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”

You can find more complete information on the topic in ConsultantPlus. Full and free access to the system for 2 days.

How does the registration process work?

During the activities of an enterprise, many controversial situations arise, the resolution of which is possible only through the founders, who are authorized persons to conduct financial and legal transactions with a business entity.

The document must be drawn up in accordance with the requirements of the law, the provisions of the statutory documentation and the competence of the company's participants.

Any important decision must be made at a general meeting

, the result of which is decision making. It must be drawn up in the form of a protocol containing information:

• date of the general meeting;
• registration number;
• participants of the meeting, indicating the contributed share to the authorized capital;
• agenda;
• voting results;
• decision;
• signatures of all meeting participants.

Based on the protocol, a decision is drawn up, which must contain the required sections:

• decision to create;
• determination of legal address;
• approval of statutory documentation;
• appointment of a director to the position;
• resolving the issue of enterprise printing;
• determination of the person responsible for carrying out registration actions.

Creation of an LLC

The minutes of the general meeting of founders and their decisions are not regulated by specific forms. They can be compiled in any form. The main requirement for them is to display all the required information.