Sample decision of the founder to extend the powers of the director

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.

Sample solution

DECISION No. 6 of the sole participant on the extension of the powers of the General Director

"26" August 2021

On establishing the term of office of the current General Director of Artemis LLC until August 26, 2024.

Sole participant: Sobakin / E.P. Sobakin

Sample decision (minutes) on extending the powers of the director

The document is drawn up in free form and must contain the following data:

Name of the organization.
Registration data (TIN, KPP, OGRN).
Legal address of the organization.
Information about the founders (full name, passport details, place of registration).
Distribution of shares between owners.
Decision to extend the powers of the director.
Information about the director (full name, passport details, place of registration).

IMPORTANT! If the director was retained for the next term, no changes are made to the Unified State Register of Legal Entities, but it is advisable to notify the Federal Tax Service in order to avoid misunderstandings.

Download the protocol on the extension of the CEO's powers.

If the owner of the organization is the only participant, then he alone makes the decision to extend the powers of the director - see the sample here.

For information about a manager’s ability to combine several positions, see the article “Can a CEO work part-time?”

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Protocol on extension of powers

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

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

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

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

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

Additional agreement on the extension of powers of the General Director

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

In a subsidiary company, 100 percent of the shares belong to the parent company, the general meeting of shareholders does not function until the alienation of part of the shares to a third party, and all decisions referred to by the shareholders' legislation or the company's charter within the competence of the general meeting of shareholders are made by the parent company alone.

The procedure for hiring a director has a number of features that distinguish the employment of an ordinary employee from that of a manager. Both one of the founders of the company and any person with appropriate qualifications and experience can apply for a leadership position.

It is worth noting that the order documentation must match the date of its registration with the date of the founder’s decision.

Also, a record of dismissal will need to be added to the director’s personal card, in which he will have to sign (clause 12, 41 of the Rules).

Is it necessary to dismiss a director when extending his powers? 2. Can there be an employment contract for an indefinite period, but the founders’ decision on the powers of the director is only for 3 years? Then you only need to issue a new decision after 3 years and that’s it? 3. How will it be necessary to dismiss the director if the powers by decision of the founders end, and the agreement is concluded for an indefinite period?

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.

When opening an LLC with one founder, all powers that are legally assigned to the general meeting are transferred to one person. The sole founder does not have to coordinate the registration of the company with anyone, so he makes the decision on establishment alone. We’ll tell you how to write a decision on creating a limited liability company in this case using our example as an example.

After a decision is made to terminate the employment contract with the director, an order is issued: either according to the approved form No. T-8, or according to the form developed by the organization (Article 84.1 of the Labor Code of the Russian Federation). Then it turns out that both the line “Head of the organization” and the line “The employee is familiar with the order (instruction)” will contain the signatures of the same person.

Obviously, the document must be signed by both parties. It is, of course, signed by the general director himself. At the same time, on behalf of the organization it can be approved by one of the following persons:

presiding at the meeting where the general director was elected to this position by voting;
a member of the company who has been authorized by the general meeting to carry out this function;
also the person heading the supervisory board or the board of directors, if signing an employment contract with the general director is included in his competence;
finally, the person assigned by the board of directors to perform this function.

In our review, we will look at what the procedure for prolonging the powers of the head of an LLC is, how to prepare it and how to formalize everything correctly. Let us consider in detail the basic rules for drawing up papers for prolonging the legitimacy of a director. We will also consider aspects that are subject to mandatory indication and basic legislative norms and current rules.

Is a protocol of the OSU of an LLC necessary confirming the powers of the director when the number of founders increases to two?

Didn't find the form you need? Do you have a question, or do you want a lawyer to remotely check and correctly edit the document you prepared?

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.

In a unitary enterprise owned by the state or municipally, the conclusion of such an agreement rests with the owner. In essence, we are talking about a representative of an authorized government body or local government.

We emphasize that an important feature of the legal status of the head of an LLC is that he is subject to the norms of both general labor and corporate law. On the one hand, he is vested with the authority to manage the LLC, and on the other, he is also its employee. The manager can be either one of the founders or any employee. The procedure for approving a candidacy is always the same.

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

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

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

Sample resolution of the founder on the appointment of a director

Decision on the appointment of the general director of an LLC - sample

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.

Initially, it contains information about the meeting itself:

date of;
start and end time;
location.

If the company has one founder, then everything is quite simple - to extend the powers of the director, a decision of the sole participant of the LLC is required.

Since he is a sole executive body, the approval of this document falls within the scope of his competence.

Extension of powers of the director of an LLC - the sole founder - you can download a sample document according to which this procedure is carried out on our website - is implemented taking into account the norms of both civil and labor law.

Registration of labor relations with the appointed manager

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

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

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

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

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”.

Results

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

When there is only one participant in an LLC (in a JSC there is one shareholder), then the appointment of a sole executive body (director, general director, etc.) is formalized by the decision of this participant (shareholder).

The participant (shareholder) has the right to appoint a third-party candidate to this position or assign these functions to himself.

But when there are several participants in an LLC (in a JSC there are several shareholders), the decision to appoint a sole executive body is made by the general meeting of participants (shareholders). The exception is the situation when the resolution of this issue is not within the competence of the board of directors (supervisory board) by the charter. In this case, the minutes of the general meeting are drawn up.

Even if the duties of the director were assumed by the only participant by his decision, an employment contract must still be drawn up with him. The participant will sign such an agreement:

on the one hand - like an ordinary employee;
on the other hand, as a representative of the employer.

In addition, it is obligatory to pay a salary to the director who is a member of the company. Even if the participant receives dividends periodically. Non-payment of wages is a violation of labor legislation, for which a fine is provided (Part 1 of Article 5.27 of the Code of Administrative Offenses of the Russian Federation).

And the salary paid to the director-participant can be taken into account as expenses for tax purposes in the general manner.

The founder's decision to appoint a director

The period for which the highest official at the enterprise is approved can be either unlimited or limited. In the second case, after the expiration of the director’s term of office, it is necessary to either elect a new director or extend the functions of the previous one.

After this, the decision itself is recorded: to extend the powers of the general manager for five years (or another period).

When re-registration of dismissal and acceptance, information will be entered into another document - the work book. Important in the entire procedure remains a document called the Charter, which lays out the basics of the functioning of the enterprise, including the process of re-electing a manager. It will be possible to dismiss the head of an organization in such a situation in accordance with paragraph 2 of part 1 of Article 278 of the Labor Code of the Russian Federation on the basis of an appropriate decision of the authorized body of a legal entity, or the owner of the organization’s property, or a person (body) authorized by the owner.

A fixed-term employment contract with the head of the company (as a rule, it is concluded in an LLC) is terminated upon expiration of its validity period (Article 79 of the Labor Code of the Russian Federation). Therefore, after its expiration, a new one should be issued.

In practice, questions have arisen: what document formalizes the appointment/election of the sole executive body of a joint stock company, 100% of the shares of which belong to another joint stock company? How can the CEO of a company confirm his authority to his counterparties?

The general director of a commercial organization, in fact, is its sole executive body. This person exercises operational management of all main areas of its activities. The powers of the general director are very broad, and it is established that he can take on any functions that are not explicitly delegated to other employees.

Change and appointment of a manager

Management of all current work of the company is carried out by the director. He is the sole executive body of the company. Its function is to organize the implementation of the decisions of the general meeting. The replacement and appointment of the director is within the competence of the general meeting of shareholders. But there is another option: the charter may indicate that the decision to change the director is made by the board of directors.

The reasons for the change may be related to various factors:

the manager fails to cope with the tasks assigned to him, and therefore the company generates a loss;
dismissal at will;
illegal actions on the part of the manager.

The list is not exhaustive.

It is worth remembering that the procedure for dismissing the previous manager must be carried out in accordance with the existing norms of the Labor Code.

Decisions concerning the manager can be made by both the general meeting of shareholders and the board of directors (if this condition is included in the charter). Let's consider both options.

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

All actions taking place at this event must be recorded in a special protocol.

Considering the example, it is necessary to note that the decision of the general meeting of shareholders of a subsidiary company on the formation of a sole executive body and the decision of the parent company on the appointment of a general director of a subsidiary company are different documents of different persons. Due to some unsettledness in the law, in small companies with one shareholder, in practice the question arises: who makes the decision to appoint a general director to the position and what documents need to be formalized? Counterparties of such companies have a counter question: with what documents can the head of a partner company confirm his authority when concluding transactions?

In the situation we are considering, in full accordance with the charter, the attorney was given a power of attorney to represent the interests of the company at the general meeting of shareholders of one man company. The attorney can exercise the powers provided for by the power of attorney in the event of alienation of at least one share to a third party.

If the decision is made by the general meeting of shareholders

What is a general meeting of shareholders?

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

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

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

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

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

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

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

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

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

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

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

Extension of powers of the general director of LLC: sample

Company directors can be appointed for a specified period or for an indefinite period. Depending on this, the change of director can be planned or unplanned. The procedure begins with a meeting of the organization's participants.
WATCH THE VIDEO ON THE TOPIC: Protocol Briefing

Extension of powers of the general director of an LLC: sample protocol, order, decision - the topic of our today's review. It must be said that companies have such a need to re-register documents quite often. This is also due to the fact that directors in commercial organizations often change and therefore fixed-term employment contracts are often concluded with them. And the maximum validity period of a fixed-term employment contract, established by Russian labor legislation, is now no more than five years. Therefore, the issue of prolonging the powers of a director arises quite often. Correctly formalizing the renewal of the director’s legitimacy and preventing a legal vacuum is important for the organization.

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.

This form can be printed from the MS Word editor in page layout mode, where viewing and printing options are set automatically. Click the button to switch to MS Word. For more convenient filling out the form in MS Word is presented in a revised format.

If the decision is made by the board of directors (BoD)

What is a board of directors

According to Article 64 of Federal Law No. 208-FZ, the Board of Directors is a management body that manages the activities of the company. The exception is those issues that fall within the competence of the meeting of shareholders.

The Board of Directors makes decisions on many key issues in the life of the company, for example:

approval of the annual report;
profit distribution;
change and appointment of a new manager;
determination of the main directions of the company’s activities;
approval of internal documents.

A complete list of actions within the jurisdiction of the SD is contained in Article 65 of the Law. If some actions are not specified in this norm, then information about them can be included in the company’s charter.

This body carries out its activities through meetings (mandatory quorum - at least half of the members of the Board of Directors). The procedure for conducting them and frequency are determined by legislative acts and the charter of the company. The right to convene a meeting, according to Article 68 of the Law, is vested in:

Chairman of the Board of Directors;
members of the Board of Directors;
audit committee;
company auditor;
executive body of the company;
other persons determined by the charter.

All additional conditions for holding this event must be stipulated in the company’s charter.

Minutes of the meeting of the Board of Directors on the change of director

According to paragraph 3 of Article 69 of the Law, the BoD has the right to establish and terminate the powers of executive bodies. The protocol for this event will differ slightly from the sample presented above.

Order of conduct

As a rule, at a general meeting, decisions are made by majority vote:

on the creation, reorganization, liquidation of an LLC;
approval of the charter and amendments to it;
participation in other legal entities;
formation of executive bodies and elections of management bodies;
approval of the annual report;
appointment of an audit or audit.

The initiative to convene a meeting belongs to the executive body or a group of participants, numbering at least a certain percentage of their number according to the constituent documents. The procedure must meet the requirements of the law governing the activities of the organization and the charter. All members must be given advance notice containing the date, time, location and agenda.

In order to verify the legality of the meeting and the presence of a quorum, it is recommended to register those arriving with an identification document and affix the signature of the participant next to their last name.

The minutes must reflect its entire course, speeches of participants, debates, discussions of agenda items, voting and its results, decisions made :

The introductory part indicates the start and end date of the meeting, the number of people taking part in it, the percentage of those who arrived to the total number of members of the organization, the presence or absence of a quorum, as well as the issues included in the agenda.
The main part describes the sequence of consideration of issues, and you can draw up a short protocol with a record of the agenda item and the decision made, or a full one with a recording of the speakers’ speeches, remarks, and opinions.

At the end of the meeting, official minutes are drawn up based on the notes kept by the elected secretary. Its production time is usually from 3 to 5 days . The prepared document is signed by the presiding officer and the secretary and is stored along with all the documentation of the meeting: notification, registration sheet, draft notes on the progress of discussions.

Meetings of participants can be held by absentee voting, without convening all members of the organization. In such cases, the initiators notify in the usual manner about the convocation and the procedure for making decisions on the issues on the agenda. Voting is carried out by filling out ballots sent by the organizer within a certain period. Based on the results of counting the votes reflected in the ballots, a protocol is drawn up. This form of voting can also be used in regular in-person meetings in order to exclude the fact that a participant refuses to express an opinion.

For JSCs and LLCs, the legislation provides for notarization of decisions made . But if the charter establishes that the protocol must be signed by all participants in person or using an electronic signature that allows one to reliably establish the will of the voter, then there is no need to involve a notary.

What is an extract?

An extract from the protocol is an exact copy of it on a specific issue or part . Any member of the organization or his authorized representative has the right to demand it. Upon receipt of a request, governing bodies are required to provide the document within a reasonable time, usually not exceeding 7 days.

The extract should not be confused with a photocopy, since this is a separate document, and it is drawn up in the same order as the protocol itself, indicating those present, the agenda, discussions on a specific issue and the decision made.

The document is marked with the signature and position of the certifying person and the date of preparation. It is provided in cases where there were a large number of issues on the agenda of the meeting and the minutes contain a large amount of information not related to the rights of the person requesting its issuance.

General Meeting of Shareholders

The activities of joint stock companies are regulated by federal law, which contains a requirement to disclose information, including information about the holding of a general meeting, by publishing it on the Internet within 2 days

In case of violation of this norm, the company may be brought to administrative liability. The document itself must be drawn up no later than 3 days from the closing date of the meeting.

Publication does not deprive shareholders of the right to demand an extract, which the sole management body represented by the director is obliged to provide to him.

Meeting of LLC participants

The Law on Limited Liability Companies does not establish a deadline for preparing the protocol, but it may be provided for in the charter. In addition to the information specified above, the document must reflect the voting results indicating the number of those voting for the decision, against and abstaining.

Within 10 days from the date of registration of the meeting results, they must be sent to all participants, otherwise the governing bodies may be brought to administrative liability. Any participant can also request an extract.

For more information on how to conduct this meeting, watch the following video:

Decision to extend the powers of the LLC director

The General Director is the sole executive body of the LLC. Although the state has less stringent requirements for the internal organization and management of limited liability companies compared to public joint stock companies, certain requirements must still be met. This also applies to the period during which the manager has the right to hold his position. How is the term of office of the General Director of an LLC renewed? Let's look at a sample protocol and the main nuances of this issue.