Decision to extend the powers of the director of the sole founder: sample

Legal status of the director

The term of office is determined by the statutory documents; as a rule, it does not exceed 5 years. While the powers are in effect, the director can exercise general management and carry out all actions related to the implementation of business activities. The manager is subject not only to labor legislation, but also to corporate law. At the same time, such a person is an ordinary employee who has an employment relationship with the enterprise, and on the other hand, he has powers that give him the right to manage the LLC. In addition to the rules of law, the activities of the manager are regulated by local documents:

job description;
charter;
regulations on the director of the LLC;
employment contract.

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.

General rules for renewal of powers

Naturally, if we are talking about a fixed-term employment contract, then you will have to go through the procedure for extending the powers of the director, if after 5 years the company does not want to terminate relations with the director.

The most important thing that should not be forgotten is that it is necessary to take care of the legitimacy of the manager until the employment contract expires. Otherwise, problems may arise; regulatory authorities and banks may file legal claims against the LLC, and counterparties may go to court and challenge the concluded deal.

In addition, if you miss the deadline for extending the director’s powers, then you will have to act according to a different scheme, first fire the director, and then hire him again. And this is all the time and unnecessary paperwork.

You cannot extend powers during the absence of the manager from the workplace, for example, if he was on a business trip or sick.

Features of extending the director’s job duties

When extending the director’s tenure, it is important to remember the following features:

The decision to prolongate does not mean an extension of the term of the employment agreement. Therefore, if the contract has expired, a new document should be drawn up.
If the founder of the company did not bother to conclude a new employment contract with the head of the company, but issued a decision according to which the general director continues to carry out his functional duties, the employment contract acquires the status of an open-ended one. This means it will be difficult to cancel it in the future. The fact is that then upon dismissal you will have to pay a compensation payment, and this is an undesirable expense for the founder. Therefore, in this case, it is still recommended to issue a new agreement indicating the extension of the citizen’s work in a leadership position.
If the current manager refuses to renew the contract, indicating that he no longer intends to work at the enterprise, the founder is obliged to respond accordingly. For this citizen, he is obliged to draw up an order for release from his position. If representatives of organizations do not respond to the director’s demand, this risks the individual going to court. According to the Labor Code of the Russian Federation, no one can be restrained by force.
If the founders themselves wish to become directors, they have this opportunity by law. There is no need to fill out an employment contract. Although this can be done to be on the safe side.

Holding a meeting of shareholders

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.

If the LLC has several participants, the results of the agreements reached are recorded in the minutes. Such a document can be certified by a notary if such a procedure is provided for by the legal documents of the enterprise.

General requirements for the protocol:

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.

Protocol on renewal of director's powers, sample

Protocol No....

meetings of LLC owners... name...

Date of compilation, place

Present

Full name owning...% of the UV, equivalent in rubles....

Organizational and legal form, name, OKPO, owning ...% of the UV, equivalent in rubles ...

All members of the LLC were present at the meeting...

Quorum … %

Information about whether fees are considered eligible

Signatories of the protocol, full name

Agenda:

On the extension of powers... position... LLC... name....

Listened... Full name...

Voted:

……

Decided

Extend powers... position... full name... for a period of... years.

Signatories... full name... signatures...

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.

Single owner of LLC

In cases where the company has only one shareholder, no minutes are drawn up, and the LLC participant makes a decision.

General requirements for compilation:

As a rule, such a document is drawn up on the company’s letterhead;
if the company’s owner is a legal entity, then it is necessary to indicate all identifying data of the enterprise;
if the decision is made by an individual, then his passport data;
the decision is not subject to mandatory certification by a notary, but ideally, it is better to go to a lawyer so that in the future the regulatory authorities do not have questions about the preparation of the document.

Decision to extend the powers of the director, sample:

Decision No....

Single participant of the LLC… name….

Date and place of compilation

I, full name..., passport details..., being a citizen...., passport details..., place of registration...., division code...., being a single participant of LLC... name...

DECIDED:

Extend powers... position... LLC... name... for a period... the period is indicated or written “..according to the terms determined by the Charter...”

Single participant of LLC ... name ...

Full name... signature...

company seal

How to compose a document

There is no unified form; a free one is used to generate the document. The structure of the solution in this case will be as follows:

Name and details of the organization.
Name, number and essence of the document.
Place and date of document generation.
Information that the sole participant will extend the powers of the general director. You must indicate the name of the company, INN, OGRN, full name of the participant, passport details, place of registration. It is also important to refer to sub. 4 p. 2 tbsp. 33, art. 40 and paragraph 1 of Art. 49 of the Law “On LLC” dated 02/08/1998 No. 14-FZ. The period for which the powers are extended and the passport details of the general director are indicated.
Signature and transcript of the sole participant of the LLC.

If the company uses a seal, then the document is also certified by it.

The preparation of such a document is carried out by a lawyer, accountant or other authorized employee in the company.

Order for the enterprise

Now the HR department comes into play. It is necessary to create a general order for the enterprise to extend the powers of the director. It is not necessary that this document be drawn up by HR department specialists; it is drawn up by the employee responsible for maintaining administrative documentation. The requirements for the order are general and do not have any special features compared to other administrative documents. They are drawn up on A4 paper, not on the company’s letterhead. The order must contain the following mandatory details:

LLC name;
date and place of compilation;
serial number;
summary;
the text part defines a clear date from which the manager’s powers are extended;
position and full name of the document signatory.

Extension of powers of the director of an LLC, sample order:

Organizational and legal form of the enterprise…. Name…

Order No.___

Date and place of compilation

Short description

Based on the minutes of the general meeting of owners, I begin my official duties on... date...

Grounds: Decision or minutes of the meeting of LLC owners... name... No..... Date of.

Signatory position

Director of LLC…. name... signature and full name

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.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to find out how to solve your particular problem , contact a consultant:

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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.

Actions of the personnel department

If a fixed-term employment contract has been concluded with the manager, then, naturally, it should be extended based on the decision of the owner of the legal entity. The entire procedure must be completed before the employment contract expires. The text of the addendum will contain information about the extension of the contract, and not about the extension of authority.

Extension of powers of the director of an LLC, sample additional agreement to the employment contract:

Additional agreement

To …. agreement... contract... Name…

No.... date...

place of compilation, date

LLC ... name..., represented by the chairman of the supervisory board, full name..., acting on the basis of a decision of the supervisory board of LLC ... name... No.... date..., on the one hand,

And

Citizen... full name... ID details..., on the other hand,

have drawn up this additional agreement as follows.

Based on the protocol on the extension of the powers of the director No.... date

1. Extend the above agreement for a period of ... years, until ... date...

Paragraph …. agreements... date... No.... shall be stated as follows:

“Clause... The agreement is extended until....”

2. The remaining terms of the above-mentioned contract... agreement... not affected by these agreements remain unchanged.

Details of the parties

If it is entered into the work book that the contract is fixed-term, then changes will have to be made to the same document to extend the powers of the general director.

At the same time, there is another opinion, namely, a fixed-term employment contract cannot be extended. Courts that have adopted this point of view are of the opinion that the contract with the director should be terminated and a new one should be concluded. In this case, in addition to issuing orders for the dismissal and hiring of an official, you will have to make appropriate entries in the work book.

Definitely, a contract concluded on an indefinite basis does not require any changes.

At the same time, there is a third opinion. You can prepare in advance and “turn” a fixed-term contract into an open-ended one. More precisely, do not warn the director about the upcoming dismissal within the time frame stipulated by law and the contract. If this is not done and the official is not fired, then the contract becomes permanent. Although this scheme is recommended to be used only in extreme cases, that is, when the contract is concluded for less than 5 years.

When does it become necessary to extend the powers of a director?

When developing charter documents, business owners must develop a procedure for extending the powers of the company's management. Carrying out such a procedure allows you to protect the hired employee from claims coming from control authorities and company counterparties. As a rule, the decision to extend the powers of an official is made by the owner of the organization. In the case where the company is owned by several persons, it is necessary to hold a meeting of the company's participants. This procedure must be completed before the contract expires.

In some cases, there is an interesting situation in which the contract has already expired, but the legal authority of management remains in force. In such a situation, various difficulties of a financial nature may arise. Control authorities and financial institutions may present their claims related to violations of the accepted procedure for processing monetary transactions. The expired agreement is evidence of the impossibility of carrying out such operations, since the director does not have the right to use the capital belonging to the company. Partners of the firm can also present their claims. Existing counterparties are given the right to terminate all concluded agreements and demand compensation for moral damage caused.

In order to protect themselves from such consequences, the owners of the company need to promptly extend the term of the contract. In case of violation of deadlines, it is recommended to adhere to the following scheme:

Fire the person you hired.
Hold a meeting of society participants.
Prepare final documentation on the appointment of new management.
Sign a new contract with a dismissed employee or a new worker.
Issue an administrative act on the transfer of the rights and responsibilities of the general director to the selected employee.

It should be noted that the person selected for a leadership position must be present during the above procedure . Otherwise, the executed documents will lose their legal force.

The maximum term of office of the general director of the LLC according to the Charter is 5 years

Notification to tax authorities

Regarding the notification of the tax authorities, one point - if in the extract from the Unified State Register of Legal Entities there are no time restrictions on the term of office of the head, then no changes need to be made. If for some reason, when registering an enterprise or making changes to the registration data, restrictions on the duration of the management were added, then you will have to notify the tax authority about the extension of the powers of the director of the LLC. In this case, it is necessary to submit data to the registration authority within 3 days from the date of making the relevant decision.

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.

Results

The founder’s decision to extend the powers of the director of the LLC is made upon the expiration of his terms of office (or at the time of expiration of these terms). After this decision is made, the employment contract (usually a fixed-term one) is re-signed with the head of the company, if necessary: if the founder appoints himself as a director, then he has the right not to enter into an agreement.

You can learn more about the implementation of the powers of the founder of an LLC within the framework of internal corporate legal relations in the articles:

“Sample resolution of the founders on the appointment of a director”;
“The procedure for paying dividends to founders of an LLC in 2019.”

>Extension of powers of the director of an LLC: registration rules

Who needs to be notified about the extension of powers

Tax authorities, counterparties and the bank where the company’s current account is opened can check whether the procedure has been followed. We tell them why they need this information and what consequences may occur if they make mistakes.

Tax Inspectorate. Tax services are required to enter information into the Unified State Register of Legal Entities, including information about the head of the company. If the director has changed, you must inform the tax office about the change of director within 3 days. To do this, fill out and send application P14001 to the Federal Tax Service. For violation of deadlines, there is a fine of 5,000 rubles, so we advise you not to ignore the requirements of the tax authorities. You can fill out an application.

Related articles: How to make changes to the Unified State Register of Legal Entities

If the manager remains the same, but the contract with him is extended, there is no need to submit an application.

Bank. When a company opens an account, the bank creates a card with samples of the manager’s signature. It indicates the period during which the director can sign payment orders.

If the director's powers have expired and the company has not submitted an order for extension, the bank will freeze payments. Therefore, when the director’s term of office expires, the bank contacts the company for a copy of the decision to extend the director’s powers according to the model established by the bank.

Counterparties. If the director of the company has not changed, there is no need to specifically notify partners and contractors.

Other required documents of a legal entity

List of documents provided when opening a current account by legal entities created in accordance with the legislation of the Russian Federation:

1. Certificate of state registration of a legal entity.

2. Certificate of making an entry in the Unified State Register of Legal Entities about a legal entity registered before July 1, 2002 (for legal entities registered before July 1, 2002).

3. Certificate of registration of a legal entity with the tax authority, or a document issued by the tax authority in cases provided for by the legislation of the Russian Federation, for the purpose of opening a bank account.

4. Constituent documents:

Charter (Regulations)
all current amendments to the constituent documents
for all current changes to the constituent documents, including the new edition of the Charter, made after July 1, 2002, certificates for these changes are provided

The charter and amendments to it must contain a stamp indicating state registration with the tax authority. The original is provided to the Bank for the production and certification of its copy by the Responsible Employee of the Bank or a copy certified by the tax authority or a notary.

5. For a Limited Liability Company - List of participants in the Company, which must contain information about each participant in the company, the size of his share in the authorized capital of the company and its payment, as well as the size of shares owned by the company, the dates of their transfer to the company or acquisition by the company (provided for in Article 31.1 of the Law of the Russian Federation “On Limited Liability Companies”). (The list is signed by an authorized person who, according to the Charter, is charged with maintaining the List of Participants of the Company)

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6. Licenses (permits) for the right of a legal entity to carry out activities subject to licensing.

7. Extract from the Unified State Register of Legal Entities in the form in accordance with Appendix No. 5 to the Rules for maintaining the Unified State Register of Legal Entities. The period for issuing the statement is no more than 30 days at the time of opening a current account for the Client.

8. Documents confirming the powers of the sole executive body.

For an individual:

protocol / decision of the authorized body on the appointment (election, extension of powers) of the head.

For a managing organization (manager) - a legal entity.

protocols / decisions of authorized bodies on the election of a managing organization (manager) as the sole executive body,
agreement between a legal entity and a management organization (manager),
charter of the management organization (manager) with all current amendments,
protocol/decision of the authorized body of the management organization (manager) on the appointment (election, extension of powers) of the head of the management organization,
an extract about the managing organization from the Unified State Register of Legal Entities in the form in accordance with Appendix No. 5 to the Rules for maintaining the Unified State Register of Legal Entities. The period for issuing the statement is no more than 30 days at the time of its submission to the Bank. An extract from the Unified State Register of Legal Entities may not be submitted by the Client if the Client orders an Extract from the Unified State Register of Legal Entities from the Bank through the Bank's electronic database (in this case, the Client pays for the Bank's services in accordance with the Bank's Tariffs).

For a manager who is an individual entrepreneur:

protocols/decisions of authorized bodies on the election of a manager-individual entrepreneur as the sole executive body,
agreement between a legal entity and a manager,
documents confirming the status of an individual entrepreneur.

For a manager - an individual:

protocols / decisions of authorized bodies on the election of a manager as the sole executive body,
agreement between a legal entity and a manager.

In the event of the election of a sole executive body by the Board of Directors (or another similar body), simultaneously with the Minutes of the meeting of the Board of Directors, the Bank is provided with the Minutes of the general meeting of participants (shareholders) of a legal entity on the election of members of the Board of Directors and documents confirming the composition of participants (shareholders) at the time of election members of the Board of Directors.

9. A document certifying the identity of the head of the legal entity, the identity of the head of the management organization, the manager.

10. Card with samples of signatures and seal impressions. The card is provided in one copy.

11. For each person indicated on the card with sample signatures and seal imprints, the following is provided:

identification document,

For the person vested with the right of first signature (except for the sole executive body):

The order of acceptance to work;
an order or power of attorney granting the right of first signature when disposing of funds in the Client’s account;
an order or power of attorney granting the right to use an analogue of a handwritten signature (codes, passwords) when disposing of funds in the Client’s account, if the account is connected to the remote banking system.

For the chief accountant:

The order of acceptance to work;
an order or power of attorney granting the right to use an analogue of a handwritten signature (codes, passwords) when disposing of funds in the Client’s account, if the account is connected to the remote banking system.

For an accountant (except for the chief accountant) and other persons vested with the right of second signature:

order for admission to the staff,
an order or power of attorney granting the right of a second signature when disposing of funds in the Client’s account;,
an order authorizing a person to maintain accounting records at an enterprise,
an order or power of attorney granting the right to use an analogue of a handwritten signature (codes, passwords) when disposing of funds in the Client’s account, if the account is connected to the remote banking system.

If accounting is carried out by a third party:

Agreement between the Client and the accounting organization.

If, in accordance with the presented agreement, the second signature has been transferred to the organization maintaining accounting records at the enterprise, the Client must additionally submit:

If accounting records are not transferred to a specific employee of a third-party organization, the Client must provide:

1. Order on the appointment of a manager of a third-party organization maintaining the client’s accounting records;

2. power of attorney from the Client’s manager regarding the right to use an analogue of a handwritten signature (codes, passwords) when disposing of funds in the Client’s account, if the account is connected to the remote banking system.

If accounting is carried out by an employee of a third-party organization (not a manager), the Client must additionally submit:

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1. Order on hiring a third-party organization;

2. An order from a third-party organization that, within the framework of the concluded agreement with the Client, this employee maintains the Client’s accounting records.

3. power of attorney from the Client’s manager regarding the right to use an analogue of a handwritten signature (codes, passwords) when disposing of funds in the Client’s account, if the account is connected to the remote banking system.

12. If there is no person on the staff of the enterprise who is entrusted with the responsibility for maintaining accounting records, a confirming document (order, etc.) is provided on assigning the responsibility for maintaining accounting records to the manager personally.

13. Power of attorney of the representative when signing a bank account agreement on behalf of a legal entity by the representative.

14. Identity document of the representative signing the bank account agreement on behalf of the legal entity.

15. Power of attorney for the person providing the Bank with documents for opening an account.

16. Identification document of the person providing documents for opening an account with the Bank.

17. Documents according to the Bank's form required to open an account:

18. A letter from the statistical authority with information about the identification of the business entity (with statistics codes) or a notification from the statistical authorities about the assignment of OKPO (provided if there is no data on the Client’s OKPO code in the Statistical Register of Rosstat).

To open a budget account the following is provided:

documents provided for in paragraphs 1-5 and 7-15 of this list,
a document confirming the right of a legal entity to receive services from a bank.

To open separate bank accounts for payment agents, bank payment agents for crediting the full amount of cash received from individuals (account No. 40821...) to the Bank, the following must be additionally submitted:

1. For the payment agent - payment acceptance operator: Notification of the territorial body of Rosfinmonitoring about the registration of the organization (the notification must be made on official letterhead and contain the organization’s registration number, consisting of 9 digits);

2. Agreements concluded with suppliers (payment agents) on the implementation of activities for accepting payments from individuals, provided for in Art. 4 of Law No. 103-FZ of June 3, 2009. “On the activities of accepting payments from individuals carried out by payment agents”

Agreements concluded with a credit institution on the implementation of activities for accepting payments from individuals, provided for in Art. 13.1 of the Federal Law “On Banks and Banking Activities”.