Changing the CEO in an LLC: step-by-step instructions - 2021

Big change. What you need to know when changing CEO

Changing the CEO of a company is not such a difficult matter. If you follow all the formalities of the procedure, you can receive new management of the company in just one working week. Moreover, after making a decision to change the general director of the company, you will have to hurry in any case, otherwise the company faces a very real fine.

About the procedure

The decision to dismiss the general director must be approved at a general meeting. Here, not only is the issue of changing the head of the company considered, but also a candidate for a new general director is selected. By the way, when completing all the documents, the applicant can be either the new or the outgoing manager, and who it will be will have to be decided at the same meeting.

After this event, the founders draw up and sign a draft protocol, which indicates that changes are necessary in the company’s documents, since there is a change in the general director. The next step is for the applicant to have this document certified by a notary. Here you will need the originals of all constituent documents, including OGRN, INN/KPP, GRN, company charter, order for the appointment of the general director and a protocol with the decision to change him. In addition, you need a seal of the organization, and it is possible that the notary will require some more documents.

After certification of all documents, you need to submit the data to the tax service at the location of the LLC. We can assume that the change of director has taken place. Tax authorities set a deadline for the data to be verified. If the documents are correctly completed, the new director will receive a package that will confirm that registration has taken place. It would seem that it could be easier?

Underwater rocks

However, early replacement of the general director is fraught with some danger. Having directed all his attention to the preparation of the protocol, order and other documents, the founder may miss the financial side of the issue. A bank card with sample signatures and a seal imprint at the bank where the organization has a current account must be changed as soon as possible. Waiting until re-registration with the tax office is completed is dangerous and pointless. The outgoing director, during all this paperwork, will still have the right to unlimited access to the company’s funds, that is, he can simply withdraw money from the account or, for example, transfer it somewhere at least in full, leaving the company with nothing. In this case, the bank will not bear any responsibility, since the bank card is valid until it is replaced.

There is some contradiction here: the bank may refuse to change the card until it is presented with an extract from the Unified State Register of Legal Entities, where the change of general director will be indicated. But the statement can be expected within five working days, and during this time the outgoing director can manage the company’s finances. Therefore, you should not panic, you just need to be persistent and demand that the bank accept a card with samples of the signature of the new director. Since changing the general director is a personal matter for each company, the company simply notifies the tax authorities about the changes, but it is not necessary to wait for the information in the Unified State Register of Legal Entities to change in order to change the data in the bank.

If bank employees persist, you can go to a notary and have the card with the signatures of the new general director certified by him. In this case, the bank will be obliged to accept it, despite the absence of a statement.

If, in this case, the credit institution does not want to meet the client halfway, the newly appointed director should contact the bank with a request not to make payments signed by the old director. A copy of the decision to change the general director must be attached to this letter. Despite the fact that if the bank does not comply with these requirements, it will not answer to the organization in any way; the former director can be held accountable. An unscrupulous manager who uses company funds will have to pay not only material damage, but also interest for using someone else’s money. True, here you will have to go through court.

Read more: Additional tax control measures are

In this material you will learn how to change the general director of an LLC in 2021, you will find the procedure for changing and step-by-step instructions

In this article you can find answers to the most common questions that may arise when changing the general director of an LLC. The entire procedure is discussed step by step, as well as the documents that are drawn up at each stage.

Replacing a manager in a commercial organization, although not an everyday occurrence, is still a fairly common situation. The reasons may be very different, but in any case it is necessary to follow the procedure established by law for changing the general director of the LLC. We are talking about a person who not only heads an organization, but also speaks on its behalf, and without a power of attorney.

There are several paths that can be taken to implement this process. Each of them has certain advantages and is not without some disadvantages. After reviewing them, you can choose the best course of action for yourself. Even if the LLC does not have a lawyer on staff, it is quite possible to follow the procedure and draw up all the necessary documents.

• You can carry out the entire procedure yourself by sequentially following the steps of this step-by-step instructions for changing the director of an LLC. This is the most budget-friendly, but at the same time the longest option, since you will have to spend quite a lot of time preparing and filling out various documents and submitting them to the appropriate authorities.
• To carry out the procedure for changing a manager, use the services of our service for creating legal documents. Yes, everything is still done independently, including communication with government agencies and the bank, but the process of creating documents is significantly reduced, taking no more than 15 minutes.

When to report

Current domestic legislation obliges firms to report a change in their management to the inspectorate at the place of registration no later than three working days from the moment the new employee began performing duties. Moreover, both the new and the previous chapter have the right to submit documentation.

If the notice period for a change of director is not observed, the following sanctions are applied to the legal entity:

• warning (if tax authorities do not consider the violation serious);
• fine 5000 rub. (with a significant deviation from the mentioned period).

A similar penalty is provided for cases of submitting false information. Despite the fact that difficulties may arise if the notification is filled out incorrectly.

Changing the director of an LLC in 2021 - how and why

The head of the LLC, or rather its sole executive body, is elected at the general meeting of the company's participants. The term of office of the sole executive body is specified in the company's charter.

Reasons for changing the director of an LLC may include such completely natural phenomena as:

• expiration of the term of office;
• the manager’s own desire to leave his post;
• agreement of the parties;
• death of a leader;
• re-election of the leader.

Most often, the director is changed when there is a complete change of members of the company. Moreover, the success or failure of the manager in this position may not be taken into account.

A whole group of reasons is associated with the unsatisfactory performance of the elected leader. The specific one will be related to how much financial damage is caused by such actions. It could be:

• the commission of guilty actions by an employee directly servicing monetary or commodity assets, if these actions give rise to a loss of confidence in him on the part of the employer;
• a single gross violation by the head of the organization of his labor duties;
• adoption of an unjustified decision by the head of the organization, which entailed a violation of the safety of property, its unlawful use or other damage to the property of the organization;
• removal from office of the head of the organization - the debtor in accordance with the legislation on insolvency (bankruptcy);
• adoption by an authorized body of a legal entity of a decision to terminate an employment contract;
• other grounds provided for in the employment contract with the manager.

Those who decide to carry out the procedure for changing the general director of an LLC on their own must make an appropriate decision even before the start of the procedure. To do this, you will need to gather all the participants and reflect their decision in a document such as the “Minutes of the meeting of participants.” If there is only one founder of the LLC, then he draws up the “Decision of the Sole Participant”.

Read more: Law on the protection of participants in shared construction

For greater convenience, we will break down the procedure for replacing the current general director of an LLC into a series of sequential steps.

Documents for changing the general director of an LLC

Let us immediately make a reservation that some of them, for example, form P14001, will have to be certified by a notary, with the exception of electronic filing using an enhanced qualified signature of the applicant. Only the current manager can do this, since only he has the necessary powers.

• form P14001;
• extract from the Unified State Register of Legal Entities (fresh, no more than 5 days). Sometimes notaries themselves receive them online. It is worth clarifying, when planning a visit to a notary, whether he will need an extract from the Unified State Register of Legal Entities or whether he will upload it himself;
• certificate of state registration of LLC;
• certificate of registration with the tax office;
• a decision (protocol) confirming the authority of the manager; in addition, an order to take office and an employment contract may be needed;
• manager's passport.

It is better to check the list of documents that will allow you to witness a signature on an application for amendments to the register of legal entities directly from a notary. Sometimes their requirements are slightly different from each other.

Federal Tax Service (FTS)

Mandatory notification to the Federal Tax Service when changing the head of the company is drawn up in form P14001. In this case, the following elements are filled in and provided:

• title page;
• 1st page of sheet K (with data of the former director);
• 1st and 2nd pages of another sheet K (with the data of the new director);
• all pages of sheet R.

https://www.youtube.com/watch?v=ytpolicyandsafetyru

Document P14001 must be submitted to the Federal Tax Service within 3 days after:

• signing by the founder (meeting of owners) of a decision or protocol on the appointment of a new director;
• the beginning of the powers of the new director in accordance with the decision or protocol.

The new manager, who is approved by the founders or the meeting of owners, fills out and submits form P14001. This form must be notarized.

To the director of LLC...

Agreements between business entities may contain a condition under which each party to the agreement, upon a change of management, enters into an additional agreement with the counterparty to the current contract.

This agreement includes wording that the parties have agreed to change the preamble of the agreement (it is in it that information about the heads of the companies entering into the agreement is usually indicated). An exact extract of the wording from the previous preamble is given, and then a new one is indicated, which the parties agree to consider correct.

In this case, the process follows the general rules. The only small change is that the new founder himself writes an application on his own behalf. And then he is accepted into the leadership of the enterprise.

In this case, a general meeting is held at which certain decisions are made.

• Approval of a new format of constituent and other documents.
• Making changes to the composition of the founders.

You must approach the filling out of these forms with all responsibility.

Form P14001 is found in two versions. One is new, the other is outdated. Everyone keeps it up-to-date, so anyone can fill it out. The field with the Address deserves special attention - only information that corresponds to the KLADR classification is entered there.

Why do you need an extract from the Unified State Register of Individual Entrepreneurs and how to get it? Read about it in this publication.

In this case, the process follows the general rules. The only small change is that the new founder himself writes a statement on his own behalf. And then he is accepted into the leadership of the enterprise.

If a manager is re-elected to a position as part of the “extension of powers” ​​procedure, the Federal Tax Service should not be notified about this, since from the point of view of the register, no changes have occurred in the organization’s management.

In all other cases, notification to the tax office of a change of director is mandatory. For failure to fulfill this obligation within the prescribed period, administrative liability is provided for in Article 19.7 of the Code of Administrative Offenses of the Russian Federation.

Fill out an application for changes in the organization (form P14001) to enter information into the Unified State Register of Legal Entities and have it certified by a notary.

Step-by-step instructions for changing the director in an LLC in 2021

After the application and signature on it have been certified by a notary, it’s time to contact the Federal Tax Service. The list of documents for this body is much shorter:

• form P14001, notarized (see previous step);
• minutes of the meeting of all participants or the decision of the sole founder.

Timing is important here. No more than three working days should pass from the moment the decision to change the director is made until the documents are submitted to the tax office. The violator faces a fine of 5,000 rubles, as well as compensation for losses to contractors arising from late entry of information.

There is one more important nuance. The powers of the manager, that is, the general director, begin and end from the moment the corresponding decision is made by the meeting of participants. Consequently, only the person who is the current sole executive body at the time of filing the application can act on behalf of the LLC without issuing a power of attorney.

If his personal presence at the tax office is impossible for any reason, then he can be replaced by a representative who has a notarized power of attorney. Even if it is a former gene. director. From the moment a decision is made to terminate his powers, he loses the right to act without a power of attorney.

• Submit documents personally by the manager or his representative (with a power of attorney certified by a notary) in person. This is the most reliable way to ensure that all documents reach the Federal Tax Service officer in full and on time.
• Send all documents electronically directly through the Federal Tax Service website. This will require an electronic signature (EDS). If the manager does not have one, then you can use the help of a notary who has the right to electronically sign. This service is paid separately.
• Use postal services by sending a registered letter with a list of attachments.

In the case where documents are submitted directly to the tax office, a receipt is issued. It is necessary to carefully check the spelling of the applicant’s and LLC’s data, and also make sure that the number of pages in the documents matches both on paper and in fact.

We inform our Federal Tax Service

Current information about the head of the organization must be contained in the Unified State Register of Legal Entities, sub.
"l" clause 1 art. 5 of the Federal Law of 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ); subp. 1 clause 3 art. 40 Federal Law dated 02/08/98 No. 14-FZ; clause 2 art. 69 of the Federal Law of December 26, 1995 No. 208-FZ. Therefore, first of all, you should share the news about the change of director from the inspections in which you were registered, so that she makes the necessary changes to the Unified State Register of Legal Entities. 2 tbsp. 17 Law No. 129-FZ; clause 1 of the Regulations on the Federal Tax Service, approved. Decree of the Government of the Russian Federation dated September 30, 2004 No. 506. To do this, you need to submit an application in form No. P14001 appendix 4 to Decree of the Government of the Russian Federation dated June 19, 2002 No. 439; P.

https://www.youtube.com/watch{q}v=-4eE1cKZoZs

If desired, you can attach to the application a copy of the minutes of the general meeting of shareholders or the board of directors (participants) or the decision of the sole participant to elect a new leader. 1 tbsp. 40 Federal Law dated 02/08/98 No. 14-FZ; pp. 3, 4 tbsp. 69 Federal Law dated December 26, 1995 No. 208-FZ; Art. 275, paragraph 2 of Art. 278 Labor Code of the Russian Federation.

The Federal Tax Service must register the changes and make a corresponding entry in the Unified State Register of Legal Entities within 5 working days from the date of receipt of the documents. 1 tbsp. 8, paragraph 3, art. 18 of Law No. 129-FZ. In order to make sure that the changes have been made, after this period it does not hurt to contact your inspectorate for an extract from the Unified State Register of Legal Entities, fortunately, it is issued free of charge. 2 tbsp. 6, paragraph 2 art.

Although the emergence or termination of the powers of a manager is in no way connected with the fact that information about him is entered into the Unified State Register of Legal Entities Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 14, 2006 No. 12049/05, tax authorities sometimes refuse to accept documents from an organization (in particular, tax reporting) signed by the new manager, data on which is not in the Unified Register.

Notify banks and counterparties about the change of director of the LLC

Notifying the bank where the LLC account was opened about the change of general director is mandatory, since it will be necessary to change the card with the sample signature of the new director and the electronic access key to the account. You can have your new signature certified either directly at the bank or at a notary. For this you will need the following:

• LLC seal;
• minutes of the meeting or decision of the sole founder, which reflects the election of a new general director;
• order on the assumption of office by the general director;
• employment contract;
• extract from the Unified State Register of Legal Entities.

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In addition to the bank, in order to avoid various adverse consequences, it is recommended to notify all partners and counterparties, especially creditors, about the change of general director of the LLC.

We notify counterparties

Often in contracts with business partners there is a clause obliging the parties to inform each other about any changes in the company’s data, including a change in business name. And. O. director. In this case, send a corresponding information message by fax or e-mail. But even if there is no such clause in the contracts with one of the partners, it would still be useful to notify them of the change that has occurred. So that they are not surprised when they see f. in the documents received from you (for example, invoices). And. O. and the signature of the new director.

In conclusion, I would like to wish accountants: even if you have to face a change of director, let it happen, at least not at the junction of the reporting periods, when the deadlines for making the necessary payments are approaching.

Is it necessary to notify the bank about a change of director?

Is it necessary to notify the bank that the company’s manager has changed? What is it for?

From the bank's point of view, the manager is the main person in the organization who can manage funds in the account and give instructions for money transfers. The bank will not miss a single payment document unless it is signed by the director of the company.

Accordingly, if the bank receives a document with a signature that differs from the sample previously provided to the bank by the director, then such a document will be rejected. That is why it is mandatory to notify the bank that the manager has changed.

You also need to notify the bank if, when submitting documents, the director’s term of office was indicated, and it ended, but an agreement was concluded with the director to extend the employment relationship.

If the company has the electronic signature of the old director, and it will be used after the termination of his powers, in the future, when this is discovered, the company may be subject to administrative liability.