Why do you need a protocol on the change of general director?
The protocol on the change of director is a document establishing the powers of the new general director by the general meeting of the owners of the organization.
If the company has only one owner, then in order to approve the powers of the new head of the company, a document is issued that has a similar legal nature, but is called differently: the decision of the sole founder. Attention! Sample from ConsultantPlus See a sample decision of the sole participant on the extension of the powers of the General Director from K+.
Based on the protocol (decision of the founder), an employment contract is concluded with the new head of the company. If the protocol is not published and the employment contract is signed, then the director will not be able to carry out the necessary actions to manage the organization, while the company will have to pay him a salary.
In turn, the director can exercise his powers without an employment contract, if he is the sole founder of the company. His powers are established by civil law, independent of labor law.
Do you need an employment contract with the general director - the sole founder? Find out here.
Formally, it is possible to exercise powers without an employment contract and with a hired director. But in this case, his company will directly violate the Labor Code of the Russian Federation in terms of norms prohibiting forced labor.
Thus, the purpose of the minutes of the meeting of founders on the change of director is to establish at the local level a norm about the acquisition by the new director of the necessary powers to manage the organization.
IMPORTANT! Within 3 days after signing the protocol, you must submit to the Federal Tax Service application R13014 (clause 22 of the Administrative Regulations by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169n), reflecting the fact of the change of director, as well as a copy of the protocol. If this is not done, the Federal Tax Service may impose a fine of 5,000 rubles (Article 14.25 of the Code of Administrative Offenses of the Russian Federation).
Let's study in more detail the procedure for adopting this protocol, as well as what this document might look like.
You will find a scheme that will allow you to competently arrange a change of director in ConsultantPlus. A free trial of full access to the legal system is available.
Is a protocol required when changing the director’s last name?
If the personal details of the manager change, there is no need to convene an extraordinary meeting. Employees of the FMS bodies independently transmit data on changes in surnames to the Federal Tax Service (Article 31 of the Federal Law “On Amendments to Certain Legislative Acts of the Russian Federation”). Further changes will be reflected in the Unified State Register of Legal Entities.
If the company has only one founder, then the document reflecting the fact of the change of the first person of the company is called the decision of the sole participant to appoint a director.
The procedure for adopting the protocol on the change of director
The powers of the director are established by civil law, which functions separately from labor law. However, the protocol in question is still expected to include language related to labor legislation.
In any case, it is highly desirable to synchronize the two indicated types of legal relations. This is due, in particular, to the fact that the protocol in question will be the basis:
- to cancel an agreement under the Labor Code of the Russian Federation with the current director;
- drawing up an employment contract with the new manager.
The protocol in question can be accepted:
1. At a general meeting of owners initiated by any of them.
The subject of discussion will be the dismissal of the director from office. At the same time, the grounds for cancellation of the employment contract will be considered and recorded in the protocol. For example:
- established by art. 81 of the Labor Code of the Russian Federation (illegal actions of the director, which led to damage to the company);
- established by art. 278 of the Labor Code of the Russian Federation (dismissal of a manager at the request of the owners).
Moreover, in the second case, the director is entitled to compensation in the amount of 3 average monthly earnings, unless otherwise provided by law. The procedure for its payment can also be considered during a meeting of business participants.
2. At a general meeting of owners initiated by the director himself.
In this case, the agenda may include the dismissal of the director at his own request (Article 280 of the Labor Code of the Russian Federation). In this case, the director must notify colleagues about the start of the meeting 1 month before the scheduled date of its holding.
For details, read the material “Dismissal of the General Director at his own request.”
How is the change of director carried out?
The decision to change the director with one founder and director
When replacing the general director, the former employee is fired. After this, the legal entity enters into an agreement with the newly arrived citizen. Thus, dual power is eliminated at the enterprise. The change of director goes through several stages:
- The minutes of the meeting of LLC participants on the change of director are being prepared; if the composition of participants is different, a decision is being prepared. At this event, issues related to the end of the work of the general director and his labor relations with the legal entity are resolved. In addition, at the meeting a new official is elected to the post of director: an employment contract is drawn up with him.
- Dismissal of the previous director, hiring of a new employee.
- Filling out a document in a unified form - P14001, having it certified by a notary. In addition to the application, the lawyer is provided with an INN, OGRN, charter, and a decision to change the director. As for the extract from the register, which is current at the time of the change of director, notaries accept it in the form of an electronic document or request information from the register independently. But some lawyers require a paper extract. This issue will be clarified at the notary's office.
- Make changes to the Unified State Register of Legal Entities regarding the change of director. To do this, within three days from the date of making this decision, an application in a strictly unified form is submitted to the tax authority. The deadline must be observed: if it is violated, sanctions are imposed on the company in the form of a fine in the amount of 5,000 rubles (14.25 Code of Administrative Offenses).
- Receiving confirmation from the tax authority that changes have been made to the register. The document issued by the tax authority as confirmation is the Unified State Register of Legal Entities. The period of change of director is reflected in 129-FZ. It is 5 days.
- Notifying the bank where the legal entity's current account is located that the director has changed. The following documents are provided to the bank under the new director:
- protocol (decision) on the change of director;
- record sheet from the tax authority;
- an order that a new director has been appointed to the position;
- a card showing a sample of the new employee’s signature.
Protocol on change of director: document structure
The minutes of the meeting of founders on the change of director should reflect:
1. Date, place of its compilation, name.
2. Name of the organization.
3. Composition of present owners, presence of quorum.
4. Full name of the meeting chairman, secretary.
5. Agenda:
- termination of powers of the current director (indicating his full name);
- election of a new leader (indicating his full name).
6. Positions of meeting participants on both issues on the agenda (with references to the provisions of the Labor Code of the Russian Federation and other sources of law, if necessary).
7. Voting results for each of the owner positions.
8. Provisions defining:
- a person who is authorized to provide documents to the Federal Tax Service for the purpose of changing the Unified State Register of Legal Entities (in particular, form P14001);
- a person authorized to conclude an employment contract with the new director.
9. Signatures of meeting participants and secretary.
If a company uses a seal, it is affixed to the document.
You can download a sample protocol of the founders on the change of director on our website using the link below:
Is it necessary to fix deadlines in the decision of the general meeting?
In the future, the minutes of the general meeting on the change of director are the basis for concluding an employment contract with the director and issuing orders for hiring and taking office. If the document does not indicate the term of office of the manager, then the employment contract will be concluded for the period established in the company’s charter. If the term is not fixed either in the charter or in the minutes, then the term of office of the head of the company will be determined for 5 years.
The main reasons for changing the management of an LLC
There are several reasons that can lead to a change in the director of a company :
- The head of the company himself expressed a desire to leave his position;
- The term of the employment contract has come to an end;
- There is a fact of exceeding one’s powers;
- Violations of the law;
- No profit, presence of losses;
- There is a more competent and experienced employee for this position.
If these conditions exist, the founders may decide to change the director of the company.
Change of LLC director
This process has several stages and takes some time. If you cannot cope on your own, our specialists are always happy to come to your aid.
At the first stage, a meeting is convened, where a decision is made to change the boss. An order is issued to dismiss the old one, and a new employee is hired.
After the registration of the head has taken place, a package of documents is collected for the notary: application, OGRN, company charter, Taxpayer Identification Number, decision to change.
The third stage is the registration of new data in the Unified State Register of Legal Entities within three days after the decision is made. Documents must be submitted to the tax office at the place of registration of the company.
After five days you need to pick up a special statement with the changes made.
It is imperative to notify the bank about a change in the head of the company, otherwise financial transactions will become impossible.
Changing the director of a company is an important and responsible decision. You need to carefully think through every step, fill out documents correctly, and provide reliable and complete information to the tax service. It is best to carry out such a procedure with the help of specialists who will always tell you which actions are legal and correct. When transferring your powers, you need to draw up an acceptance certificate in order to avoid conflict situations in the future. Then the change of leadership will take place quickly, without violations and the imposition of penalties .
Date of:
21.06.2017
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Entry into the work book
Important! Like any dismissed employee, a notice of dismissal must be made in the work book of the head of the organization.
In addition to the protocol and order, the dismissed director needs to make an entry in the work book. It is entered regardless of whether the manager signed the order or not. Such an entry in the book can be certified by the founder, if he is the only participant, or one of the participants, if there are several of them in the company. As with the dismissal of any other employee, a stamp is placed in the work book, and the decision of the founders of the organization is indicated on the basis (Read also the article ⇒ How to correct a mistake in the work book 2021).
Extension of powers
The term of office of the general director is determined by the company's charter. After this period, during a scheduled meeting of the authorized body of the LLC, the general director can be re-elected for a new term. This is stated in Article 40 of the Law. Typically, the LLC Articles of Association establish the standard term of office for a director - 5 years. A sample (protocol for extending the powers of the general director) has been prepared for readers of this article. It is compiled in the same way as the previously discussed documents. But in the “Agenda” section it is indicated that the meeting is being held to extend the powers of the manager. A sample fragment of this document is presented below.
