Position of director of the organization
A director is the head of a small company or a huge corporation. This is an individual who assumes the powers of the executive body of an organization, regardless of its size. The position of a manager is not always called “director”. The agreement may include other titles: president of the company, head of the corporation, general director. It is important that the name in the contract sounds the same as in the company’s constituent documents. The number of executives employed by the organization and responsible for various technical and production areas may consist of two or three persons. In this case, managers of narrower areas obey the orders of higher management (usually the general manager).
Can the founder enter into an agreement with himself?
Very often the question arises of how to formalize the appointment of a director if he is the only founder. The legislation does not give a clear answer. There are no rules that would allow or prohibit this approach, so the issue is decided by the founder himself.
Let us note that the Ministry of Finance considers concluding an agreement with oneself to be unlawful (letter dated March 15, 2016 No. 03-11-11/14234). Officials explain that if the director and the founder are the same person, the fact of appointment must be formalized by the decision of the sole founder. But letters from the Ministry of Finance, as is known, are not legal acts, so the department’s opinion cannot be recognized as the unequivocally correct answer.
There are two points of view:
- The Labor Code does not say that labor legislation does not apply to relationships with the head of the organization. This means that an employment contract must be concluded with the director. After all, for an employer, a director is almost the same employee as everyone else. This means that a fine may be imposed for the lack of agreement during labor inspections. Conclusion: despite the opinion of the Ministry of Finance, it is safer to enter into an agreement with yourself . In this case, the person signs both on behalf of the founder and on behalf of the director.
- A contract with oneself has no meaning and is invalid. If the founder and director are the same person, then there is no need to conclude an employment contract. Moreover, payment of wages in accordance with such an agreement may be regarded as unreasonable expenses.
What to do? The safest option is to enter into an agreement with the director, but not include the costs of his salary in the income tax base.
Who signs the employment contract with the director?
In addition to the appointed or elected manager, the agreement must be signed by a representative of the employing company. The question arises, who exactly should take on this function? According to Federal Law 14 and Federal Law 208, there is a direct dependence on the way in which the manager receives the position:
- if he was elected at a meeting of participants or shareholders of the company, the agreement is signed by the chairman of the meeting or a person authorized by the meeting;
- if he is elected by the council, then the chairman of the council or a person authorized by the council;
- if he was appointed by the only founder, then the founder signs the agreement even if he is appointed to the position.
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What to do if the founder-manager wants to enter into an employment contract with himself
The main reasons why a founder may be interested in concluding an employment contract with his organization are the following:
- social guarantees - the opportunity to go on vacation, sick leave, maternity leave;
- pension insurance experience - work experience as a director is included in the total length of service for calculating a pension;
- the opportunity to receive income from the business in the form of a monthly salary, and not once a quarter in the form of dividends (and even then, if there is profit).
Since 2015, the tax rate on dividends for individuals has increased from 9% to 13% and is equal to what is withheld from an employee’s salary in the form of personal income tax, so there is no longer any economic sense in receiving profit from a business in the form of dividends. As for the organization’s expenses for insurance premiums from the director’s salary, they amount to a significant amount - 30% of the accruals. According to current legislation, insurance premiums are credited to the personal account of the insured person, but it is difficult to say whether the entire amount of contributions will be returned in the form of a pension.
Officials, disputing the possibility of concluding an employment contract for the founder with himself as a director, argue that since this requires two parties (employee and employer), signing an employment contract is impossible.
From the letter of Rostrud dated March 6, 2013 No. 177-6-1: “The basis of this norm is the impossibility of concluding an agreement with oneself, since signing an employment contract by the same person on behalf of the employee and on behalf of the employer is not allowed. An employment contract is an agreement between an employer and an employee, i.e. bilateral act. If one of the parties to the employment contract is absent, it cannot be concluded.”
The Ministry of Finance adheres to the same point of view (letter dated February 19, 2015 No. 03-11-06/2/7790): “Consequently, the head of an organization, who is its sole founder and member of the organization, cannot calculate and pay wages to himself.” At the same time, the Ministry of Finance went even further and prohibited the inclusion of salaries and fees for directors in expenses.
As another argument refuting the possibility of concluding an agreement with the founding director, the provisions of Chapter 43 of the Labor Code of the Russian Federation are cited, which considers labor relations with the director. Article 273 of the Labor Code of the Russian Federation states that the provisions of this chapter do not apply to managers who are the only participants (founders) of their organizations. From this, officials draw a controversial conclusion that the very possibility of concluding an employment contract with the founding director is unacceptable.
Create an employment contract
So, how can you refute this point of view if you want to enter into an employment contract with yourself as a director, being the sole founder of your organization?
- In this case, an employment contract is concluded with the participation of not one person, but two, one of which is an individual (director), and the second is a legal entity (organization). It is known that a legal entity has its own legal capacity and acts in legal relations on its own behalf, and not on behalf of its founders.
- Chapter 43 of the Labor Code of the Russian Federation regulates labor relations with a director who is not a founder, but the Labor Code nowhere contains a prohibition on the possibility of concluding an employment contract with a director who is the sole founder. The list of persons who are not covered by labor legislation is given in Article 11 of the Labor Code of the Russian Federation, and the manager, who is the only participant in organizations, does not appear on this list.
- The laws on insurance contributions (No. 255-FZ dated December 29, 2006 and No. 167-FZ dated December 15, 2001) directly indicate the need for payments for pension and social insurance of all employees, making a special reservation about the heads of organizations who are the only participants (founders).
- Among the expenses that cannot be taken into account when calculating the tax base for profits, the Tax Code of the Russian Federation indicates any remuneration to managers, except under an employment contract (Clause 21, Article 270 of the Tax Code of the Russian Federation), which means that expenses for the director’s salary can be written off. does not contain a prohibition on accounting for such expenses in relation to the founding director .
As for the letters from the Ministry of Finance and Rostrud, they, unlike laws, are not normative legal acts, do not have legal force and contain only explanations and opinions of these departments. In addition, there is extensive arbitration practice in which courts confirm the director’s right to enter into an employment contract with an organization if he is its only participant.
Employment contract with the head of the joint-stock company
EMPLOYMENT AGREEMENT WITH THE HEAD OF THE ORGANIZATION
_______________ "___"________ ___ Joint
Stock Company _____________ (name) (TIN _______________) represented by ________________ (indicate the position and full name of the authorized person), acting on the basis of _______________ (indicate the basis on which the authorized person empowered to sign employment contracts), hereinafter referred to as the “Employer”, on the one hand, and Mr. __________________ (indicate full name, information about the identity document), referred to as hereinafter “Director”, on the other hand, guided by the Labor Code of the Russian Federation, have entered into this employment agreement as follows.
General provisions
1.1. This employment contract (hereinafter referred to as the contract) regulates labor and other directly related relations between the Director and the Employer.
1.2. Work under this agreement is the main place of work for the Director.
The director cannot be a member of the bodies performing the functions of supervision and control in the Employer organization.
1.3. The Director's place of work is _________ _______________ (indicate the full name and address of the organization, location of the office premises).
1.4. The start date of work is “__”________ ___.
1.5. Mr. ____________ (full name) is hired as _______________________ (indicate the job function (job position in accordance with the staffing table). If, in accordance with federal laws, with the performance of work for certain positions, professions, specialties are associated with the provision of compensation and benefits or the presence of restrictions, then the names of these positions, professions or specialties and the qualification requirements for them must correspond to the names and requirements specified in the qualification reference books approved in the manner established by the Government of the Russian Federation).
1.6. The Director is assigned the following office equipment, equipment and other material assets, for the safety of which he is personally responsible: ____________________ (specify).
1.7. Nature of work: __________________ (indicate the conditions determining, if necessary, the nature of the work).
1.8. For work in difficult, harmful and (or) dangerous conditions, the Director is provided with the following compensation and benefits: _____________________ (this clause is included in the text of the contract if the work is carried out under the above conditions).
1.9. The director is accountable to the board of directors (supervisory board) and the general meeting of shareholders.
The Director reports on all decisions made by the Director on the financial and economic activities of the company to the board of directors (supervisory board) at each meeting, and also submits a report on his activities to each regular general meeting of shareholders.
In cases provided for by the Federal Law “On Joint Stock Companies”, the Labor Code of the Russian Federation and the company’s charter, the powers of the Director may be terminated early by decision of the relevant management body of the company.
1.10. When concluding this agreement, the Director is subject to a probationary period of ____ calendar months (the probationary period cannot exceed six months), i.e. from “__”_________ ___ to “__”_________ ___
If the test result is unsatisfactory, the Employer has the right to terminate this contract before the expiration of the test period by notifying the Director in writing no later than three days in advance, indicating the reasons that served as the basis for recognizing him as having failed the test. The Director has the right to appeal the Employer's decision in court.
If the test result is unsatisfactory, this agreement is terminated without taking into account the opinion of the relevant trade union body and without payment of severance pay.
If the probation period has expired and the Director continues to work, then he is considered to have passed the test and subsequent termination of this agreement is allowed only on a general basis.
1.11. The terms of this agreement can be changed only by agreement of the parties and in writing.
Main functions, powers and responsibilities of the Director
2.1. The director performs the functions of the sole executive body of the organization, whose competence includes all issues related to the management of its current activities, with the exception of issues within the competence of the general meeting of shareholders or the board of directors (supervisory board) of the company.
2.2. The director organizes the implementation of decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company. The decisions of these management bodies are binding on the Director.
The director independently resolves issues related to the management of the current activities of the organization, which are within his competence by this agreement, the company's charter, legislative acts of the Russian Federation, personnel regulations, job descriptions, decisions of the general meeting of shareholders and the board of directors (supervisory board).
2.3. A director without a power of attorney acts on behalf of the company, including:
- represents his interests;
— makes transactions on behalf of the company;
— states approve;
— concludes employment contracts with persons related to the organization’s personnel;
— disposes of the property and funds of the organization in accordance with the legislation and the charter of the company;
— issues powers of attorney;
— opens current and other accounts in banks;
— within the limits established by law and the company’s charter, determines the composition and volume of information constituting a trade secret, and also establishes the procedure for its protection;
— presides over meetings of the collegial executive body of the company;
— signs outgoing and internal documents of the organization, as well as payment and accounting documents;
— controls the work and ensures effective interaction of structural divisions and other services of the organization;
— ensures compliance with the law in the organization’s activities;
— ensures timely payment of taxes and fees in the manner and amount determined by law, provides statistical, accounting and other reports in the prescribed manner;
— organizes the keeping of minutes of meetings of the collegial executive body of the company and unhindered access to them by the company’s shareholders;
— exercises other powers related to the implementation of his competence.
2.4. To implement his competence, the Director issues orders (instructions) and gives instructions. Orders and instructions issued in writing are subject to mandatory recording and are stored in the affairs of the organization.
Orders (instructions) and instructions of the Director are mandatory for execution by all employees of the organization.
The Director's orders (instructions) and instructions must not contradict the law, the company's charter, decisions of the general meeting of shareholders and decisions of the board of directors (supervisory board). Orders (instructions) and instructions that contradict the legislation, charter, decisions of the general meeting or the board of directors (supervisory board) are not subject to execution and must be canceled (changed) by the Director within three days from the date of discovery of such contradictions by the legal service of the organization.
2.5. The rights and obligations of the Director to manage the current activities of the organization are determined by the Federal Law “On Joint Stock Companies”, other legal acts of the Russian Federation, the company’s charter and this agreement.
2.6. The Director, when exercising his rights and performing his duties, must act in the interests of the Employer, exercise his rights and fulfill his duties in relation to the Employer in good faith and reasonably.
The Director bears full financial responsibility for direct actual damage caused to the Employer.
The Director is liable to the Employer for losses caused to him by the guilty actions (inaction) of the Director, unless other grounds and the amount of liability are established by federal laws. Calculation of losses is carried out in accordance with the Civil Code of the Russian Federation.
When determining the grounds and amount of civil liability of the Director, ordinary business conditions and other circumstances relevant to the case must be taken into account.
If, in accordance with the provisions of this paragraph, along with the Director, other persons (members of the board of directors (supervisory board), members of the collegial executive body) are also liable, then their liability to the Employer is joint and several.
2.7. An employer or shareholder (shareholders) owning in the aggregate no less than ___% of the company's outstanding ordinary shares has the right to file a lawsuit against the Director for compensation for losses caused to the company in the case provided for in clause 2 of Art. 71 of the Federal Law “On Joint Stock Companies”.
2.8. The Director is responsible for disciplinary offenses in accordance with the labor legislation of the Russian Federation.
Rights and obligations of the Director and Employer
3.1. The Employer instructs the Director to effectively manage the organization's property complex, ensuring the profitability of its activities is not less than ___%.
3.2. The director has the right to:
— amendment and termination of this agreement in the manner and under the conditions established by the Labor Code of the Russian Federation and other federal laws;
- providing him with work stipulated by this agreement;
— a workplace that meets the conditions provided for by state standards of organization and labor safety and the collective agreement;
— timely and full payment of wages in accordance with their qualifications, complexity of work, quantity and quality of work performed;
- rest;
— complete reliable information about working conditions and labor protection requirements in the workplace;
— professional training, retraining and advanced training in the manner established by the Labor Code of the Russian Federation and other federal laws;
— protection of one’s labor rights, freedoms and legitimate interests by all means not prohibited by law;
— resolution of labor disputes in the manner established by the Labor Code of the Russian Federation and other federal laws;
— compensation for damage caused to the Director in connection with the performance of his job duties, and compensation for moral damage in the manner established by the Labor Code of the Russian Federation and other federal laws;
— compulsory social insurance in cases provided for by federal laws.
The director also has the right to: _____________ (indicate rights determined by the specifics of labor relations with a specific Employer).
3.3. The director is obliged:
- personally perform the labor function specified in this agreement;
- conscientiously fulfill his labor duties assigned to him by this agreement;
— comply with the internal labor regulations of the organization;
— maintain labor discipline;
— comply with labor protection and occupational safety requirements;
- treat the Employer’s property with care, including the office equipment and equipment in his use, as well as the property of other employees, ensure the safety of the documentation entrusted to him;
- not to disclose information that has become known to him due to the nature of his activity and relates to a secret protected by law (state, official, commercial and other);
— immediately inform the Employer, represented by the board of directors (supervisory board), about the occurrence of a situation that poses a threat to the life and health of people, the safety of the Employer’s property.
The director is also obliged to: ______________ (indicate the responsibilities determined by the specifics of the labor relationship with a specific Employer).
3.4. The list of other labor rights and obligations of the Director is determined by the Labor Code of the Russian Federation, other federal laws, as well as the Personnel Regulations, job descriptions, local regulations adopted by the general meeting of shareholders or the board of directors that do not contradict the labor legislation of the Russian Federation.
3.5. The employer has the right:
— change and terminate this agreement in the manner and on the terms established by the Labor Code of the Russian Federation, other federal laws and this agreement;
— encourage the Director for conscientious, effective work;
— demand from the Director the performance of his labor duties and careful attitude towards the property of the Employer and other employees, compliance with the internal labor regulations of the organization;
— bring the Director to disciplinary and financial liability in the manner established by the Labor Code of the Russian Federation and other federal laws;
— adopt local regulations;
- create associations of employers for the purpose of representing and protecting their interests and join them.
3.6. The employer is obliged:
— comply with laws and other regulatory legal acts, local regulations, terms of the collective agreement, agreements and this agreement;
— provide the Director with the work stipulated by this agreement;
— ensure labor safety and conditions that meet occupational safety and health requirements;
— provide the Director with premises, equipment, office equipment, means of transport and communication, documentation and other information, as well as other means necessary for the performance of his job duties;
— pay the full amount of wages due to the Director within the terms established by the Labor Code of the Russian Federation, the collective agreement, the internal labor regulations of the organization, and this agreement;
— promptly comply with the instructions of state supervisory and control bodies, pay fines imposed for violations of laws and other regulatory legal acts containing labor law standards;
— provide for the Director’s household needs related to the performance of his job duties;
— carry out compulsory social insurance of the Director in the manner established by federal laws;
— to compensate for damage caused to the Director in connection with the performance of his labor duties, as well as to compensate for moral damage in the manner and under the conditions established by the Labor Code of the Russian Federation, federal laws and other regulatory legal acts;
- fulfill other duties provided for by the Labor Code of the Russian Federation, federal laws and other regulatory legal acts containing labor law standards, collective agreements, agreements and this agreement.
3.7. The rights and obligations of the Director and the Employer in the field of labor protection are determined by the rules of Section X of the Labor Code of the Russian Federation.
Terms of payment
Note: in accordance with Art. 145 of the Labor Code of the Russian Federation, remuneration for the labor of heads of organizations in organizations financed from the federal budget is made in the manner and amount determined by the Government of the Russian Federation, in organizations financed from the budget of a constituent entity of the Russian Federation - by state authorities of the corresponding constituent entity of the Federation, and in organizations financed by from the local budget - by local governments. The amount of remuneration for managers of other organizations is determined by agreement of the parties to the employment contract.
4.1. Option 1. The Employer undertakes to promptly and in full pay the Director a salary in the amount of ____________ (indicate the amount of the Director’s official salary) rubles monthly.
In connection with the increase in consumer prices for goods and services, the Employer carries out wage indexation in the following order: _____________________ (in organizations financed from the relevant budgets, wage indexation is carried out in the manner established by laws and other regulatory legal acts, and in other organizations - in in the manner established by the collective agreement, agreements or local regulations of the organization).
4.1. Option 2. The Employer undertakes to pay the Director ___% of the net profit received from the results of operations for the quarter, but not less than ________ rubles per month, as well as an official salary in the amount of __________ rubles per month, which is subject to indexation due to inflation in the following order: _______________________________________ (specify).
4.1. Option 3. The Employer undertakes to pay the Director __% of the net profit received based on the results of operations for the quarter, but not less than ____________ rubles per month.
4.2. By decision of the Employer, the Director is established:
Option 1: personal bonus to official salary in the amount of _____________ rubles monthly;
Option 2: bonus in the amount of ___________ rubles monthly (quarterly);
Option 3: remuneration based on the results of work for the year in the amount of ____________ rubles.
4.3. Option 1. Decision (know-how, concept, innovation proposal, etc.) of the Director, the implementation of which allowed:
a) increase the profitability of the organization by at least ___% (based on the results of the six months), or
b) reduce the expenses of the organization’s financial resources by at least ___% with no decrease in income (based on the results of the six months), or
c) receive another economic effect in the form of _________________________________________________ (specify specifically),
is the basis for payment to the Director of a one-time remuneration in the amount of ________________ rubles (Option: in the form of ________________ (specify the form of provision of material or property benefits)).
The Employer’s use of the Director’s know-how, concept, and innovation proposal and the payment of remuneration to him in accordance with this agreement do not deprive the Director of the opportunity to fully exercise his rights under copyright law, if said legislation is applicable to a particular case.
4.4. Salaries, including bonuses, allowances and other payments of a compensatory and incentive nature, are paid to _______________ (indicate the place of payment of wages) no later than the _________ day of each month following the one in which they were accrued, by __________________________________________________________ (indicate the method of payment of wages - cash withdrawal, transfer to a bank account).
4.5. Payment of wages is made in cash in the currency of the Russian Federation.
4.6. Deductions from wages are made only in cases provided for by the Labor Code of the Russian Federation and other federal laws.
Work and rest schedule
Note: conditions on the working hours and rest time are necessarily included in the employment contract if this regime in relation to a given employee differs from the general rules established by a given employer.
5.1. The director sets the following length of the working week: ________________________ (five days with two days off, six days with one day off, work week with days off on a sliding schedule).
5.2. Weekends: _____________________ (specify).
5.3. The director is assigned irregular working hours.
The normal working hours for the Director are ____________ hours per week.
The duration of daily work (shift) is ____ hours.
Starting time is ____ hours.
The end time of work is ____ hours.
The time of breaks in work is _____________ (specify).
By order of the Employer, if necessary, the Director may occasionally be involved in the performance of his labor functions outside the normal working hours.
5.4. Work on weekends and holidays is carried out in compliance with the requirements of the labor legislation of the Russian Federation with payment _________________ (indicate in what amount).
5.5. The director is granted annual basic paid leave with preservation of his place of work (position) and average earnings of ______ calendar days.
5.6. The Director is granted, by decision of the Employer, annual additional paid leave of ________ calendar days for ________________ (specify the reasons).
5.7. Annual paid leave is provided:
Option 1: at any time during the working year by agreement of the parties;
Option 2: in accordance with the vacation schedule.
5.8. Annual basic paid leave for the first year of work is granted, as a rule, no earlier than 6 months from the date of conclusion of this agreement.
By agreement of the parties, such leave may be granted to the Director before the expiration of the specified period.
5.9. With the consent of the Employer, the Director, upon his written application, may be granted leave without pay, if this does not affect the normal operation of the organization.
The duration of leave without pay is determined by agreement of the parties to this agreement.
Social insurance
6.1. The director is subject to compulsory social insurance in the manner and under the conditions established by law.
6.2. The director is subject to the following types of social insurance: ____________________ (specify).
6.3. The following social insurance conditions are established that are directly related to the Director’s work activity: ____________________ (specify).
Guarantees and compensation
7.1. The director is provided with all guarantees and compensation established for other employees of the organization by the Labor Code of the Russian Federation and other federal laws, the company's charter, personnel regulations, decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company.
7.2. In the event of termination of an employment contract with the Director due to a change in the owner of the organization, the new owner is obliged to pay him compensation in the amount of not less than three average monthly earnings of the Director.
7.3. To support the activities of the Director, the Employer, for the period of validity of this agreement, provides him with ______________ (office, communications equipment, electronic computing and other office equipment, vehicles, housing, etc.).
7.4. To fulfill his duties, the Director has the right, at his discretion, to go on business trips with payment in the amounts established by law. The Director is obliged to notify the board of directors (supervisory board) in advance about going on a business trip to another location, and in the period between its meetings - the collegial executive body of the company, as well as by his order (instruction) to appoint a person who will be entrusted with the duties of the Director during his absence.
7.5. Damage caused to the Director by injury or other damage to health associated with the performance of his job duties is subject to compensation in accordance with labor legislation.
In the event of the death of a Director for reasons related to his official activities, his heirs are paid compensation in the amount of the ruble equivalent of ______ US dollars, recalculated at the exchange rate of the Central Bank of the Russian Federation on the day of death.
Duration and grounds for termination of the employment contract
8.1. This agreement is concluded for a period of _______ years (years), from “__” _________ 20__ to “__” _________ 20__.
The circumstance (reason) that served as the basis for concluding a fixed-term employment contract, in accordance with the Labor Code of the Russian Federation (other federal law), is ___________________________________________________________ (specify).
8.2. This agreement comes into force on the day it is signed by the parties.
The director is obliged to begin performing his job duties from the date established in clause 1.4 of the agreement.
8.3. The contract may be terminated in the manner and on the grounds provided for by the labor legislation of the Russian Federation.
In addition to the general grounds for termination of an employment contract, this contract can also be terminated on the grounds specified in Art. 278 of the Labor Code of the Russian Federation:
— in connection with the removal from office of the head of the debtor organization in accordance with the legislation on insolvency (bankruptcy);
- in connection with the adoption by _____________ (specify - the general meeting of shareholders or the board of directors (supervisory board)) of a decision on early termination of the contract with the Director.
In the event of termination of this agreement with the Director before its expiration on the grounds specified in paragraph 4 of this paragraph, in the absence of guilty actions (inaction) of the Director, he will be paid compensation in the amount of ________________ (specify).
8.4. The director has the right to terminate this agreement early at his own request by notifying the employer in writing no later than one month before the expected date of dismissal.
8.5. This agreement is also terminated in the following cases: _______________ (indicate additional grounds for termination of the employment contract. The Labor Code of the Russian Federation allows for the establishment of additional, in addition to those provided for by law, grounds for termination of the employment contract in the contract with the head of the organization (clause 3 of Article 278)).
8.6. The contract is also terminated upon expiration of its validity period, of which the Director must be notified in writing at least three days before dismissal.
8.7. Upon termination of this agreement, the Director shall hand over the affairs to the newly appointed director, based on the results of which an act shall be drawn up.
Final provisions
9.1. The financial liability of the Director and the Employer is applied according to the rules of Section XI of the Labor Code of the Russian Federation, taking into account clause 2.6 of this agreement.
9.2. If an individual labor dispute arises between the parties, it is subject to settlement through negotiations between the Director and the Employer.
If a dispute that arises between the parties is not resolved through negotiations, then it is resolved in the manner established by the articles of Chapter 60, Section XIII of the Labor Code of the Russian Federation.
9.3. The relations of the parties not regulated by this agreement are subject to the norms of labor law established by the Labor Code of the Russian Federation, other federal laws and other legal acts.
9.4. This agreement is drawn up in two copies: one copy is kept in the Employer’s files, the other is kept by the Director. Each party has the right, in accordance with the established procedure, to make the number of copies of this agreement required by it.
On behalf of the Employer:
Full name, position
_____________ (signature)
mp.
Director:
_____________ (signature)
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| Yuri | 09.19.2014 at 14:44:00 With whom does the director enter into an agreement if he is also the founder of the enterprise. |
Video on the topic “Employment agreement, contract”
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Employment contract with the General Director of the JSC
Moscow "___" ___________ 201_
Open Joint Stock Company "_________________________________", hereinafter referred to as the Company, represented by the Chairman of the Board of Directors _______________________, acting on the basis of the Charter of the Company and in accordance with the Federal Law of December 26, 1995. No. 208-FZ “On Joint-Stock Companies”, on the one hand, and citizen of the Russian Federation _______________________, __________ year of birth, Taxpayer Identification Number – __________, passport ________________, issued _________, Department of Internal Affairs _____________, hereinafter referred to as General Director, on the other hand, have concluded this labor agreement agreement with the general director on the following: 1. Subject of the Agreement 1.1. This employment contract with the employee regulates the legal relationship between the Company and the General Director in connection with the latter’s performance of the duties assigned to him as the General Director of the Company.1.2. The purpose of the General Director's activities is to ensure the profitability and competitiveness of the Company, the financial and economic stability of the Company, ensuring the rights of shareholders and social guarantees of the Company's employees on the basis of decisions of the general meeting of shareholders and the Board of Directors of the Company. 2. Competence and rights of the General Director 2.1. The General Director is the sole executive body of the Company, acts on the basis of unity of command and is accountable to the Board of Directors of the Company and the general meeting of shareholders.2.2. The competence of the General Director includes resolving issues related to the management of the current activities of the Company, with the exception of issues falling within the competence of the general meeting of shareholders and the Board of Directors of the Company, as determined by the legislation of the Russian Federation and the Charter of the Company.2.3. The General Director has the right: 2.3.1. Act without a power of attorney on behalf of the Company, represent its interests on the territory of the Russian Federation and beyond its borders.2.3.2. Dispose of the Company's property in the manner prescribed by the legislation of the Russian Federation and within the limits limited by the Company's Charter and other internal documents of the Company adopted by the general meeting of shareholders and the Board of Directors of the Company.2.3.3. Conclude agreements (contracts), including labor agreements.2.3.4. Issue powers of attorney on behalf of the Company.2.3.5. Open current and other accounts in banks. 2.3.6. Approve the staffing table of the Company, establish a remuneration system for the Company, forms of material incentives, and salary amounts for the Company’s employees. 2.3.7. Carry out the hiring and dismissal of the Company's employees. In this case, the appointment and dismissal of deputy general directors and chief accountants of the Company is carried out by the general director with the prior consent of the Board of Directors of the Company.2.3.8. Apply disciplinary, material penalties and incentives to the Company's employees in accordance with the regulations and legislation of the Russian Federation in force in the Company.2.3.9. Within its competence, issue orders, instructions, give instructions, approve job descriptions of the Company's employees, internal regulations of the Company, mandatory for all employees of the Company.2.3.10. Submit for consideration of the Board of Directors of the Company reasoned proposals for making decisions on issues within the competence of the Board of Directors of the Company.2.3.11. Determine, in accordance with the legislation of the Russian Federation, the composition and volume of information constituting official and commercial secrets of the Company, as well as the procedure for its protection. 2.3.12. Prepare motivated proposals to change the size of the Company's authorized capital, to place bonds and other securities by the Company.2.3.13. Delegate your rights to deputies, distribute responsibilities between them. 2.3.14. Prepare motivated proposals for obtaining and using loans from Russian and foreign banks, manage received loans for their intended purpose.2.3.15. Dispose of the Company's profit within the limits of specific items approved for use by decisions of the general meeting of shareholders of the Company, as well as taking into account the relevant decisions of the Board of Directors of the Company.2.3.16. Within the limits of the relevant decisions of the Board of Directors of the Company, develop the economic policy of the Company’s activities, carry out its implementation, as well as control over the implementation of the decisions made.2.3.17. Within its competence, approve normative, instructional, methodological and other documents regulating production, financial, economic, labor and social relations in the Company.2.3.18. In accordance with the decision of the general meeting of shareholders of the Company, to engage for the annual audit and confirmation of the annual financial statements of the Company an auditor who is not connected by property interests with the Company or its shareholders.2.3.19. Resolve other issues referred to by the legislation of the Russian Federation, the Company's Charter and this employment contract with the General Director within the competence of the General Director. 3. Obligations of the Parties 3.1. The General Director is obliged to: 3.1.1. To manage the Company in good faith and wisely, to ensure the implementation of the main directions of the Company’s economic activities, to exercise other powers assigned by the legislation of the Russian Federation, the Charter of the Company and this employment contract with the General Director to his competence. 3.1.2. When performing their official duties, be guided by the Charter of the Company, internal documents of the Company approved by the general meeting of shareholders and the Board of Directors of the Company, this Agreement and the current legislation of the Russian Federation. 3.1.3. Ensure unconditional, timely and high-quality implementation of decisions of the general meeting of shareholders and the Board of Directors of the Company.3.1.4. Ensure timely and proper fulfillment of all contracts and obligations of the Company.3.1.5. Ensure the efficiency, profitability and sustainability of the Company’s operation, its production and economic development.3.1.6. Ensure the safety of the Company's property, maintaining it in proper condition, carrying out timely major and current repairs, updating the Company's fixed assets.3.1.7. Dispose of the Company's property in the manner prescribed by the legislation of the Russian Federation and within the limits limited by the Company's Charter, as well as internal documents of the Company approved by the Board of Directors of the Company. 3.1.8. Ensure the rational use of the Company's property for its intended purpose in accordance with the purpose and types of activities of the Company established by the Company's Charter. 3.1.9. Provide proper technical equipment for all workplaces and create working conditions in them that comply with labor protection rules, sanitary standards and rules developed and approved in the manner established by the legislation of the Russian Federation.3.1.10. Ensure accounting and reporting in the Company, timely payment by the Company in full of all taxes, fees and obligatory payments established by the legislation of the Russian Federation to the budget of the Russian Federation, the corresponding budgets of the constituent entity of the Russian Federation, municipalities and extra-budgetary funds.3.1.11. Ensure timely payment of wages, bonuses, benefits and other payments to the Company's employees established by internal regulations of the Company. 3.1.12. Not to disclose information constituting an official or commercial secret that has become known to him in connection with the performance of his official duties.
