Sample decision to confirm the powers of the General Director

Directors in LLCs and closed joint stock companies are hired on the basis of the same employment contracts as other employees. At the same time, the urgent type of this document is chosen for managers. After the expiration of the period specified in the Charter and in the contract, the question arises of how to extend the validity of the document if the manager is completely satisfied with the company. There are several solutions for this, including by drawing up an additional agreement.

Contrary to the misconception, the director (or general director) of a business entity is an employee who carries out his labor functions on the basis of a concluded fixed-term or open-ended employment contract (in the manner specified in Article 275 of the Labor Code). The performance of its functions is regulated not only at the federal, but also at the local level, that is, through the internal documentation of the legal entity (for example, the Charter, special regulations, job descriptions). The duration of the management board is determined by the company's internal charter. Current laws allow a permanent contract to be concluded with this employee. In this case, the company's participants can terminate the contract with the employee only after a meeting is held where this decision is made. It should be noted that the general director is a full-fledged employee who is granted all relevant rights. If a contract is drawn up for a fixed-term nature, business owners can extend the validity of this document by initiating the appropriate procedure.

How to formalize the decision of the general meeting of LLC participants

The Presidium of the Non-Profit Partnership "Forensic Expert Chamber" consisting of: chairman. Chairman of the Presidium - President of NP SEP Sadovsky E.N. members of the Presidium Kharitonov N.A. In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Society’s participants present at its adoption are confirmed by the signing of the protocol by the chairman and secretary of the meeting, who must be members of the Society. The first document that is issued at the time of opening a limited liability company is the administrative act on the appointment of the general director. This official is an ordinary employee with whom an employment contract is concluded. An employment contract concluded with the general director can be either fixed-term or indefinite. In the case of a fixed-term contract, the hired person performs his official duties for a limited period of time. After the expiration of the period fixed in the contract, business owners can appoint a new person to this post or extend the contract with the hired person. In this article, we propose to consider a sample decision to extend the powers of the CEO.

Initially, it contains information about the meeting itself:

date of;
start and end time;
location.

How to apply for an extension

The law does not provide for any special form for prolonging the powers of the first manager, so you can use our sample decision on extending the powers of the general director or draw it up yourself. Please provide the following information in the document:

Name;
number and date of compilation;
list of participants;
content of the question;
Full name, date of birth and passport details of the manager who remains in his post;
new term of office;
signatures of the sole founder or the chairman and secretary of the meeting of participants.

Order to extend the powers of the director: sample

Experts recommend carrying out the procedure through dismissal and rehiring of the same person, thus extending the authority of the manager. Admission is carried out after an appropriate decision from the company's participants and the issuance of an order. The order is drawn up in free form on company letterhead, indicating the full name of the appointed person and his leadership position.

Minutes on the extension of the director’s powers. How to formalize the decision of the general meeting of LLC participants? Read about this in our article.

Here you can find a free protocol on the extension of powers of the LLC director, current for 2021. This document was drawn up by qualified lawyers and fully complies with the norms and laws of the Russian Federation for legal entities.

If you have any questions or require assistance in filling out/adapting a document to suit your organization, our on-duty lawyer online is ready to promptly advise you.

Upon completion of this period, it may be necessary to extend the director's powers. How to correctly implement this procedure is written below. This document lists its main functions and also fixes the period during which the employee must fulfill his obligations. Typically, the duration of this time period is five years. During this period, the general director controls the work of the enterprise and actively participates in the organizational process. Business owners transfer all rights to manage the company to the hired employee.

The full name of the organization is written at the top. Next, enter the date of compilation and the city where the company operates. After this comes the name of the order - an order with the corresponding number. It is indicated what exactly is the basis for issuing the order - a decision with a specific number and date.

The simplest option is confirmation with the signatures of all participants. The wording may be as follows: “In accordance with paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision by the general meeting of the Company’s participants and the composition of the Company’s participants present at its adoption are confirmed by the signing of the protocol by all participants present at the meeting.”

The company's participants make a decision to extend the powers of the general director. This is done using a special protocol. Such protocol and decisions are grounds for extension. It indicates that the powers under the employment contract, the term of which has come to an end, have ceased. In this regard, the director is rehired. Based on the protocol, information about the termination of the contract and the conclusion of a new document is also entered into the work book. Chairman of meeting: _______________________________. (Full name) Secretary of the meeting: ___________________________________. (Full name) Agenda: Extension of powers of the Director (president, etc.) of LLC "_____________". On the agenda item they heard: _____________________________________, (full name) who proposed, in connection with the expiration of the contract (or: in connection with _________________________________________), to extend the powers of the current (justification) Director (president, etc.) of LLC “_______________ » — ____________________.

If you entered into a fixed-term contract with the director, but you do not want to dismiss him, you need an order to extend the director’s powers. Download the sample from us. The powers of the director of the company are established indefinitely or for a certain period. The text itself states that in connection with the decision to extend the term of office of the manager, the person begins his duties. Information about the date from which the text of the order begins to be valid is also entered.

In the event that the company's Charter specifies the term of office of the head of the company, an order to extend the authorized functions is required.

More often - for a certain period. But what if the director’s term of office has expired, but the company’s owners do not plan to part with him? The term of an employment contract can be extended in certain cases.

The law contains requirements for the preparation of notifications when electing the head of an organization. However, it is necessary to notify the tax authorities when there is a change in management. In this case, exactly three working days are given to write and send the notice. If an extension is carried out (i.e. the manager remains the same), then a notification is not required. Practice shows that in most cases, fixed-term employment contracts are concluded with managers of a business entity, valid for 60 months. Upon completion of this period, it may be necessary to extend the director's powers. How to correctly implement this procedure is written below.

Extension of powers of the director

From time to time you have to deal with the minutes of boards of directors or other bodies of Companies, where decisions are made “to extend the powers” of the general director (director) after the expiration of his term of office.

For some reason, governing bodies avoid electing the executive body again, citing the fact that the former leader remains in office.

Despite the widespread occurrence of this phenomenon, I believe that this practice should be recognized as illegal and dangerous.

Illegal - since such an action as “extension of powers” is not provided for by the relevant Federal Laws on “LLC” and “JSC”, we can only talk about the election of the executive body for the next term provided for by the Charter of the Company.

The extension of powers also violates the provisions of the Charter. After all, if the Charter says that “the director is elected for a term of 5 years,” this means that to extend (make longer, increase the term of something) this term from an arithmetical point of view is 5 +1 = 6, and 6 is greater than 5, which means that the Society is violating its own Charter.

The judicial practice on this issue is interesting.

In the overwhelming majority of the cases studied, the courts did not give any special assessment to the submitted protocols “on the extension of powers.”

There are a number of decisions where the courts recognize the “extension of powers” as the election of a director for a new term. In case A82-12832/2013, the court came to the following conclusions: “Consideration of the issue of extending his (the director’s) powers does not change the essence of the issue on the agenda (formation of the executive body of the company), and does not contradict Art. 33, paragraph 2, paragraph 4; 37, paragraph 7 of the Law on Limited Liability Companies.” It is similarly stated in another decision: “The extension of the director’s powers is actually the election of a new director, i.e. formation of the executive bodies of the company" (Case No. A29-661/2009).

And only in one decision did I come across the treasured: “The Civil Code and the Law on Limited Liability Companies” do not provide for such a procedure as extending the powers of the sole executive body of the company” (Case No. A12-20711/2010).

However, what is most sad is that the practice of “extension of powers” is consolidated by the Federal Tax Service, which, as is known, is entrusted with the function of registering legal entities. Thus, the Letter of the Federal Tax Service dated January 21, 2011 N PA-3-6/114 states that “in cases where there is no change in information about a person who has the right to act without a power of attorney on behalf of a legal entity contained in the state register ( when extending the powers of the specified person ), submission to the registration authority of an application in form N P14001 is not required.” It is not clear what guides the legislator and tax authorities in providing a “light” option for registering the re-election of the executive body.

It seems, taking into account the above, that the re-election of a director (no matter how many times it occurs) should be accompanied by the same procedures provided for by law as the “primary” election.

A different (currently valid) approach leaves the door open for abuses by the Company’s management bodies in relations with the executive body, the Company’s counterparties and, possibly, other persons.

Notarization of the director’s signature in form No. P14001 is intended to guarantee the presence of the person’s will to occupy this position, his legal capacity, which is not required for the so-called “extension of powers”, therefore it is not known whether the person wanted his powers to be “extended”, whether he is in a capable state at the time of “extension”.

The Unified State Register of Legal Entities contains only information about the initial election.

Thus, it is easy to create a situation where a director with “extended” powers may not de facto manage the Company, which can subsequently lead to a lot of negative consequences (challenging transactions made in his name, etc.).

Protocol on the extension of powers of the General Director of LLC

A list of persons with passport data who were present at the meeting is listed. Next comes the agenda, which necessarily mentions the extension of the director’s powers. The text corresponding to the consideration of this issue contains the voting results and the fact of the decision made. After this, the decision itself is recorded: to extend the powers of the general manager for five years (or another period). The procedure for fulfilling official obligations by this person is regulated on the basis of statutory documents, internal instructions and regulations.

Extension of powers occurs in a special manner, and it is mandatory to issue an order, a sample of which can be downloaded below. Technical capabilities of translucent structures for solving energy saving problems. Fulfillment of the requirements of the Technical Regulations for quality control of translucent structures, problems, solutions. Certification and declaration of window products declared by the manufacturer. Control over the quality of window structures, checking the compliance of the work performed during construction, reconstruction, and major repairs.

Extend the powers of the current Director (president, etc.) of LLC “_______________” - _________________________________________ in connection with (full name) ________________________________________. (justification) 2. Extend the contract (agreement) (full name) with _______________________________________ for a period of up to _______________.

Engaging a notary protects society from falsification of decisions. If the protocol and the notary's seal are forged, it will be enough to prove that the notarial act is not in the notary's register.

At the end of the period of validity of the employment contract of the head of the company, the question arises about subsequent relations between the parties to the contract: termination of the employment contract, extension for a certain or indefinite period.

How to extend the term of office of the general director of an LLC

Today, the procedure for extending the term of office of the general director of an LLC has its own characteristics and nuances. Therefore, you should definitely familiarize yourself with all of them.

The most important issues that you will need to familiarize yourself with in advance include:

decision making by the founder;
documentary evidence (sample):

Order.
Protocol;

actions in case of early termination.

Decision making by the founder

Today, the body that has the right to extend the powers of the general director is the board of founders.

The renewal procedure itself is carried out as follows:

It is important to remember that the corresponding decision to extend the term of the contract must be made before the expiration of the previously concluded agreement of the relevant type.

It should also be remembered that at the general meeting of founders it is possible to make the necessary list of changes to the company’s charter.

In this way, it will be possible to change the duration of the relevant type of contract. But the total number of votes must be at least two-thirds of the total number.

For example, if the board of founders includes only 10 members, then a positive decision on the type of issue under consideration must be made by at least 6 people.

Documentary confirmation

The form for the decision to extend the powers of the General Director has some design features.

Various regulatory authorities implementing always analyze documents of the type in question.

That is why you should definitely familiarize yourself in advance with the full list of all the features of drawing up these papers.

If for some reason there is no experience in drawing up the necessary documents, you need to familiarize yourself with the samples. You just need to use fairly authoritative sources.

The presence of an error when drawing up a protocol or order may cause some difficulties with the labor inspection.

Order

Directly regarding the extension of the powers of the General Director, there are some important features.

It must necessarily include the following data:

full name of the legal entity managed by the general director;
place of document preparation;
date of drawing up the order;
Document Number;
content - the fact of renewal is indicated, the details of the individual are indicated, the duration of the contract is indicated;
a signature is affixed with the decoding of the responsible person.

Protocol

The meeting of founders must include the following information:

name of the document, its number;
place/date of compilation;
full list of meeting participants;
the agenda is indicated;
the fact of voting on the extension of the powers of the General Director and the decision taken are indicated;
a decision is formulated;
the organization's seal is affixed;
The signature of the chairman of the council is required, as well as the seal of the organization.

Actions in case of early termination

The procedure for dismissing a general director has its own characteristics. The algorithm of actions is established by law and includes the following actions:

a special meeting of founders is convened and a decision is made to terminate powers;
issued ;
a corresponding entry is made in the work book;
transfer of affairs to a new official - the procedure for this action is not established at the legislative level, but some significant features should be taken into account.

Practice shows that in most cases, fixed-term employment contracts are concluded with managers of a business entity, valid for 60 months. Upon completion of this period, it may be necessary to extend the director's powers. How to correctly implement this procedure is written below.

Protocol on the extension of the powers of the General Director. 2021 sample

At the same time, the norms of corporate law are also applicable to him, that is, he has the right to represent the interests of the company or enterprise entrusted to him. We have drawn up a new protocol on the extension of powers, but the bank does not accept this protocol and they say that a law on filling out protocols has recently been passed.

The procedure for granting legal rights to this person depends on the number of participants in the company. In the case of a single founder, a special decision is prepared. When an established company has several owners, it is necessary to hold a general meeting, the results of which are recorded in a special protocol. If the director is the only founder, then there can be no talk of a meeting of participants. In this case, it is enough to decide that the responsibilities remain with him. Additionally, an order is drawn up - it can be requested by banks and notaries.

Position of the director in the state - main points

At the same time, the norms of corporate law are also applicable to him, that is, he has the right to represent the interests of the company or enterprise entrusted to him.

Preparatory stage

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.

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

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. 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. But for now let’s study in detail how the decision in question can be drawn up.

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Making a decision

The minutes of the board of directors on the change of director is a document confirming the fact that the powers of the new general director have been vested. It is the basis for drawing up the remaining documents necessary for the new manager to take office. In particular, an employment contract is drawn up on its basis.

The document is drawn up based on the results of a meeting of the general meeting of company participants. Despite the fact that a unified form has not been approved for this document, it must be drawn up in accordance with a certain structure, since in the future it will be checked by a notary when certifying an application for amendments to the Unified State Register of Legal Entities in the form P14001. The protocol must contain the following information:

Document's name.
Date and place of compilation.
Name of company.
List of those present and presence of quorum.
Full name of the chairman and secretary.
Agenda.
Participants' positions.
Voting results for each issue.
Who is required to submit an application in form P14001 and enter into an employment contract with the new manager.
Signatures of meeting participants.

In your work, use the sample: LLC protocol on the change of director, presented below.

Note that in the “Agenda” item it is necessary to indicate at least two mandatory items for this type of meeting: termination of the powers of the existing leader and election of a new one.

A sample protocol on the appointment of a director of LLC-2017 is presented below.

Extension of powers of the LLC director 2021

An order to extend powers must be drawn up before the expiration of the contract. If this period has expired, then it is necessary to dismiss the director in full (order, payment, entry in the work book) and hire him again. Therefore, to avoid unnecessary paperwork, it is very important to meet all deadlines. In addition, transactions concluded during a period when the director was not officially working, but signed documents, may be challenged by counterparties. Let us note that the Decision of one LLC participant does not need to be notarized, but it is very important to draw it up correctly, because it is drawn up individually and is not checked by anyone, for the time being, until questions or any claims arise from the banks. or government departments. The solution must clearly follow the structure and contain no errors or corrections.

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 of office for a director - 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).

When an order is required

An order to extend the powers of the general director confirms the extension of powers of the head of the organization. It is drawn up on the basis of a decision of the owner of the organization’s property or the minutes of the general meeting of participants.

Drawing up an order may be necessary if the organization’s Charter specifies the term of office of the general director and it needs to be extended.

To extend the powers of a director, it is necessary to hold a meeting of the authorized body of the organization, in accordance with its constituent documents, and formalize a decision on extending the powers of the manager. The decision of an authorized body consisting of several participants is formalized by drawing up a protocol of the authorized body. If there is only one participant in the society, then the protocol is not drawn up. Next, based on the decision of the participants/single participant, a new employment contract is drawn up with the general director, in accordance with the extension of the term of his powers and an order to extend the powers.

After signing the order is necessary:

when certifying bank documents and working with a notary;
for submission to the tax office and banking structures.

Extension of powers of a director without notarization

The minutes may indicate: “Decision made: confirm the adoption of the decision on the first item on the agenda and the composition of the participants present with the signatures of all members of the Society on the minutes.” For more details on this, see the materials in the justification.

The rationale for this position is given below in the materials of the Lawyer System. Attention! From September 1, 2014, it is necessary to confirm, in a notarial or other acceptable manner, the fact that the general meeting of participants made a decision and the composition of the participants present. This rule is established by subparagraph 3 of paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation.

At the same time, the confirmation rule does not apply to the case when a decision is made by a general meeting of participants by absentee voting. On June 23, 2015, the Plenum of the Supreme Court of the Russian Federation explained the consequences if the requirements of paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation are violated.

At the same time, he pointed to the decisions of only in-person meetings (paragraph 3, paragraph 107 of resolution No. 25). There was no talk of absentee voting.

invite a notary to the place where the meeting will take place, or
agree with the notary to hold the meeting directly at his place (for example, in a notary’s office).

In this case, the notary must submit the following documents:

charter of the company;
an internal document of the company establishing the procedure for holding a meeting (for example, regulations on the general meeting of participants);
decision to hold a meeting and approve the agenda;
list of company participants;
a document confirming the authority of the person applying to organize the meeting (if they do not follow from other submitted documents).

Based on the results of the general meeting, the notary issues a certificate (Part 1, Article 103.10 of the Fundamentals of Legislation on Notaries):

on certifying the fact that the meeting made a decision;
about the composition of the participants present.

Other methods of confirmation The law allows not to fulfill the requirement for notarization if the participants have provided for another method of confirmation* (subclause 3, clause 3, article 67.1 of the Civil Code of the Russian Federation): The exception is the case when the participants decide to increase the authorized capital.

In such a situation, you cannot use other methods of confirmation - notarization is always required (clause

How to draw up a protocol on the extension of powers?

The protocol is the main document in the entire procedure.

Initially, it contains information about the meeting itself:

date of;
start and end time;
location.

Sample order to extend the powers of a director

The text itself states that in connection with the decision to extend the term of office of the manager, the person begins his duties. Information about the date from which the text of the order begins to be valid is also entered.

Thus, it can be written in the first person. Therefore, the general director himself puts his signature at the end opposite the surname and initials.

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A sample of a decision to extend the powers of an LLC director for a bank in 2021

To correctly draw up an order to extend the powers of the director of an enterprise, you must use the sample.

There are certain nuances that must be observed when drafting legal documents.

If the term of the contract is coming to an end, but the owner of the company has decided to extend the powers of the head of one of the branches of the LLC, he draws up an order on the basis of which the terms are extended.

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The director’s main task is to make sure that his data was entered correctly and to sign the document after a full check.

Main aspects of extending the powers of the General Director

Art. 58 of the Labor Code decides that the conclusion either with the director, as with any hired employee, is legitimate. If the relevance of the second one exhausts itself, and both parties to the labor relationship (that is, the manager and the founder or founders) are interested in their continuation for a certain period, the powers of the administrative person are extended, and a corresponding order is issued.

It is not needed if the contract is extended for an indefinite period due to the absence of objections from the employer and the head of the company.

The basis for issuing an order to extend the powers of a director is the corresponding owner of the assets (if there is one) or the minutes of the general meeting of founders.

In practice, the preparation of a second document is often accompanied by disagreements between meeting participants. If we are talking about an LLC, then when making the final decision, the norms of Federal Law No. 14 of 02/08/1998 should be taken into account.

The presence of a protocol or a corresponding decision (which is made in advance, before the end date for the validity of the powers of the current manager) is also a prerequisite for signing an additional agreement to the current employment contract with the manager.

The legitimacy of the procedure for extending powers determines the compilation of all listed documents in strict chronological order.

The protocol must indicate the following:

The document must be signed by the chairman and participants of the meeting and certified by the seal of the legal entity.

The set of information reflected in the decision on extension is identical. The document must also be signed by the originator (in the case of a legal entity, his data and the data of the representative must be indicated).

Another important nuance of the extension is that it does not affect the data in the Unified State Register of Legal Entities and the Charter.

Features of compilation

The company's charter establishes the general period of validity of the employment agreement. If the contract has an end date, then upon its expiration it is necessary to extend the document or terminate the authority of the manager.

The inspection body will definitely pay attention to the validity period of the agreement.

There are some features of the contract that need to be taken into account:

If the director is employed under a fixed-term employment agreement	It is necessary to renew it in time, even before the expiration of the validity period. Otherwise, you will have to first fire the employee and then re-register for the same position. In addition, counterparties have the right to challenge those transactions that were concluded at a time when the employment contract was not in force, but the director was managing the enterprise
The best option is to follow the Charter of the enterprise	Most often, it has a fixed term of 5 years.
If only one member is registered in the community	No protocol is required. A new employment contract is concluded based on the decision of all LLC participants
The following actions are being taken	A meeting of the authorized body of the LLC is held, at which the issue of continuation of activities by the former director or his dismissal is decided. If it is decided to continue cooperation, a Protocol on the extension of the agreement is drawn up

Document structure

Main parts of the agreement:

Full name of the LLC, place and date of drawing up the agreement.
Full name of the director, indication of his position.
Serial number of the document.
The name is indicated - Order on personnel.
Then it is necessary to make a note that in connection with the extension of the term of the contract concluded with the director, he can begin to exercise his powers from a specific date.
The signature of the general manager and his full name and the seal of the enterprise are affixed.

After the Order is issued, a new employment contract is concluded, which can be either fixed-term or indefinite. In the latter case, the validity period is not specified.

The document must be signed by both the head of the LLC, the chairman of the meeting, or the sole participant of the company.

Filling example

This option is valid for the sole owner and director of the company. He can draw up a decision to extend the contract for himself. The minutes of the general meeting of LLC participants are drawn up separately.

The document is certified by a notary, after which the LLC seal must be affixed. When filling out, it is important not to skip a single line, indicating all the necessary information.

A mandatory condition is to indicate all names, surnames and positions, not only of the director of the enterprise, but also of the owners of the business.

At the end of the document, the seal of the organization and the signatures of all officials are affixed.

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The procedure for an LLC with several participants

If the company was created by several founders, then the results of the agreements are reflected in the minutes of the meeting or in a single decision. Documents must be notarized if such an action is provided for by the statutory documents.

Protocol

The protocol is drawn up according to a standard template. Its special feature is the test part of the document. The agenda must include the extension of the powers of the head of the company. A sample decision to extend the powers of the General Director and the protocol will help to competently draw up the documents.

Who renews them

The owners of the company can elect a director of the LLC for a certain period of time, during which the elected person can exercise the powers of the head of the limited liability company.

The legal status of an LLC participant has some peculiarities. The main one is that in its activities it must be guided by the norms of not only basic, but also cooperative legislation.

Thus, a person who becomes a director of a company, on the one hand, has the right to manage an LLC, and on the other, is an employee.

In addition to the fact that there is regulation of this process at the legislative level, the activities of the director of an LLC are regulated not only by law, but also by the company’s charter and job description.

An urgent or unlimited conversation is concluded with the director of the LLC. The decision to determine the term is made by the owners of the organization, or one founder, if he is the owner of the company.

If the contract is concluded for a specific period, it cannot exceed 5 years.

It is very important to correctly complete the agreement renewal procedure. The authority to carry out this procedure belongs only to the founders of the organization - if there are several of them, then the decision must be joint.

In this case, an order must be drawn up; for this you can use a general or standard form of the document.

In general, the procedure for transferring or re-registering the powers of a manager is quite complex.

It is necessary to correctly indicate all the data, including the dates when the contract begins to operate and when the term comes to an end.

If the founder of the company is only one person, he makes the decision alone. In this case, the document should be entitled “decision of the sole participant.”

There are general rules for prolonging the agreement:

the document must be issued on the company’s letterhead;
all basic details of the company are indicated;
you need to rewrite the data from the Charter, they must match;
then the locality in which the company was created and the date of drawing up the document are indicated.

The decision number is not indicated in all cases. Most often, it is enough to enter only the place where the document was drawn up and the date.

Below, under the word “Order”, the owner of the company indicates his full name and passport data, makes a note that he is the sole founder and decides to extend the contract with the director.

If the only participant is a legal entity, then the OGRN, KPP and TIN number are indicated.

If there are several founders, a decision can be made only after a meeting, where each owner of the organization will express his opinion on the extension of the deal.

Grounds for extending the powers of the General Director

An additional basis is an order.

How to extend the powers of a director if he is the only founder?

If the director is the only founder, then there can be no talk of a meeting of participants. In this case, it is enough to decide that the responsibilities remain with him. Additionally, an order is drawn up - it can be requested by banks and notaries.

After this, the executed orders are attached to the company’s documents. It is important that the text of the order fully complies with what is written in the Charter of the company.

Minutes of the meeting of founders on the extension of the powers of the General Director

3) a limited liability company by notarization, unless another method (signing of the protocol by all participants or part of the participants; using technical means that make it possible to reliably establish the fact of making a decision; in another way that does not contradict the law) is not provided for by the charter of such a company

or by a decision of the general meeting of the company's participants, adopted unanimously by the company's participants. According to the Russian Labor Code, a fixed-term or unlimited contract can be concluded with the director of an LLC. Typically, the validity of a fixed-term employment contract is established by the Charter of the company. If the director works under a fixed-term employment contract, then at the end of the contract, you need to draw up an order to extend the director’s legitimacy or terminate his powers.

How to apply for renewal of the director's powers

To extend the powers of a director, it will be necessary to convene shareholders; perhaps the charter documents provide for a procedure for appointment and removal, or extension of legitimacy by a supervisory or other authorized body. Simply put, it is necessary to review the terms of the charter before convening the meeting.

the date and place of compilation are indicated;
a list of participants present indicating their shares;
percentage of votes and whether there is a quorum;
Document number;
agenda (by the way, it is not recommended to write the “Miscellaneous” item; issues that are not specified in the agenda cannot be considered at the meeting);
a statement of the essence of the meeting;
summing up voting results;
decision;
signatures and full name with a transcript of the secretary and chairman of the meeting.

24 Dec 2021 marketur 133
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Order to extend powers

The order and the new employment contract of the director are the final documents in the procedure for prolonging the powers of the director. Based on the decision on the Minutes of the meeting of participants or the Decision of the participant (the only one in the LLC), an Order is drawn up on the extension (extension) of the powers of the manager. Please note that the Order is drawn up on behalf of the organization and signed by the director of the LLC.

Full name of the LLC (exactly as it is written in the Charter);

Place of preparation of the paper;

Date of preparation of the document;

Document number in order;