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.
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 your work book from an expert opinion from ConsultantPlus by receiving free trial access to the system.
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.”
How to confirm the powers of the sole shareholder/participant?
The powers of the sole shareholder/participant of the company are enshrined in its constituent document - the charter. Partners and government agencies are usually provided with a notarized copy of this document or a regular copy certified by the general director (other executive body) of the company, and in rare cases - a copy certified by the registration authority.
The law obliges a JSC to indicate in its charter information that the company’s shares belong to one person1, unlike an LLC. But, despite the fact that the law does not establish such requirements for an LLC, it will still not be superfluous, primarily in order to avoid misunderstandings and the emergence of unnecessary questions on the part of bodies and persons to whom the charter in certain cases can be provided to confirm the powers of the sole participant.
By the way, both a legal entity and an individual can act as the sole shareholder or participant of a company. Moreover, as a general rule, a JSC cannot have another business company consisting of one person as its sole participant2. There is a similar requirement for LLC3.
It must be taken into account that if documents confirming the powers of the sole shareholder/participant need to be submitted, for example, to government bodies or to the court, then, as often happens, the charter alone will not be enough. In this case, you will additionally need to provide an extract from the register of shareholders in relation to a JSC or a list of participants in relation to an LLC. For clarity, we present examples of such documents in Examples 1 and 2 in the form in which they are compiled in practice.
In addition, an extract from the Unified State Register of Legal Entities4 may be required as an additional document confirming the powers of the sole shareholder/participant. When requesting this document, government agencies often set its “expiration date”; for example, they may be satisfied with an extract from the Unified State Register of Legal Entities received no earlier than 2 weeks before the moment of its presentation.
Example 1
Extract from the register of shareholders (about the sole shareholder in the JSC)
Example 2
List of LLC participants
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”
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Decision and protocol on approval of a major transaction
Home|Forms and forms|Decision and protocol on approval of a major transaction
On our website you can make LLC Decisions and Protocols on the approval of a major transaction.
DECISION ON APPROVAL OF A MAJOR TRANSACTION
PROTOCOL ON APPROVAL OF A MAJOR TRANSACTION
For your convenience, we also provide you with templates for filling out these documents:
DECISION No. 1 of the sole founder (participant) of the Limited Liability Company "ROMASHKA"
Moscow "00" September 2222
I, citizen of the Russian Federation Ivanov Ivan Ivanovich, date of birth December 20, 1990, having a passport series: 00 00 No. 000 000, issued by the Federal Migration Service of Moscow, under divisions 000-000, being the sole founder (participant) of the Limited Liability Company "ROMASHKA" ", He has made a decision:
1. Approve the conclusion of contracts (agreements) based on the results of procurement procedures for goods, works, services carried out in accordance with the Federal Law of 04/05/2013 No. 44-FZ “On the contract system in the field of procurement of goods, works, services to provide state and municipal needs”, Federal Law dated July 18, 2011 No. 223-FZ “On the procurement of goods, works, services by certain types of legal entities” and other types of procurement on behalf of the Limited Liability Company “ROMASHKA”.
2. Approve transactions on behalf of the Limited Liability Company “ROMASHKA”, based on the results of the procurement procedures for goods, works, and services. The amount of each such transaction must not exceed 1,000,000 (One million (rubles 00 kopecks.
The only founder is Ivanov Ivan Ivanovich.
MINUTES No. 1 of the Extraordinary General Meeting of Participants of the Limited Liability Company LLC "ZEMLYA"
Moscow "00" December 2222
Date, time and place of the meeting: 11 hours 00 minutes, “00” December 2222 Moscow, st. Moscow. d.1
Present at the Meeting (information about persons who took part in the Meeting):
Citizen of the Russian Federation - Petrov Petr Petrovich, having a passport 44 44 444 444, issued by the Federal Migration Service of Moscow, registered at the address: Moscow, st. Moskovskaya, 1 Citizen of the Russian Federation - Sidorova Svetlana Sergeevna, passport 55 55 555 555, issued by the Federal Migration Service of Moscow, registered at the address: Moscow, st. Moskovskaya, 1
The quorum is 100%. The meeting has the authority to make decisions on all issues on the agenda. The votes are counted by the Secretary of the Assembly.
Agenda
1. Organizational issues (on the election of the Chairman and Secretary of the Meeting, including those counting votes);
2. On approval of major transactions;
3. Determining the method of confirming the adoption of a decision by the general meeting of participants and the composition of the Company participants present at its adoption.
On the first item on the agenda, Petrov Petrovich made a proposal to elect Petrov Petrovich as Chairman of the Meeting, and Svetlana Sergeevna Sidorova as Secretary of the Meeting. Assign the duties of counting votes to the Secretary of the Assembly - Svetlana Sergeevna Sidorova.
The issue has been put to a vote.
Voting result: The Meeting unanimously voted “For”, those who voted against the adoption of the decision of the Meeting and demanded that an entry about this be made in the Minutes voted “no”.
We decided: to elect Pyotr Petrovich Petrov as Chairman of the Meeting.
The Secretary of the Meeting is Svetlana Sergeevna Sidorova. Assign the duties of counting votes to the Secretary of the Assembly, Svetlana Sergeevna Sidorova.
Petrov Petrovich spoke on the second issue on the agenda.
The speaker proposed to approve large transactions concluded as a result of participation in procurement procedures (including auctions, competitions and others, in electronic and non-electronic forms), for an amount not exceeding 100,000,000 (one hundred million) rubles each.
The issue has been put to a vote.
Voting result: The Meeting unanimously voted “For”; those who voted against the adoption of the decision of the Meeting and demanded that an entry about this be made in the Minutes voted “no.”
We decided to approve large transactions concluded as a result of procurement procedures (including auctions, competitions and others, in electronic and non-electronic forms), for an amount not exceeding 100,000,000 (one hundred million) rubles each.
On the third issue of the agenda, Petrov Petrovich spoke, proposing to choose the signing of a protocol by all members of the Society as a way to confirm the adoption of a decision by the general meeting of participants and the composition of the Company participants present at its adoption.
The issue has been put to a vote.
Voting result: The Meeting unanimously voted “For”; those who voted against the adoption of the decision of the Meeting and demanded that an entry about this be made in the Minutes voted “no.”
We decided to choose the signing of the protocol by all members of the Society as a way to confirm the adoption of a decision by the general meeting of participants and the composition of the Company participants present at its adoption.
Chairman of the Meeting Petrov P.P.
Secretary of the Assembly Sidorova S.S.
