Notification to the Federal Tax Service about a change of general director: sample 2021

Why should you report?

The General Director has the authority to engage in business activities and make decisions on behalf of the company without a power of attorney. Therefore, information about such persons should be reflected in the general state register of legal entities - Unified State Register of Legal Entities). Such requirements are established by the legislation of the Russian Federation. Also see “Employment contract with the general director: sample 2021.”

Registration through the tax authority indicates that the director has the right to sign agreements with counterparties, and they have legal force. Therefore, when there is a change of leadership, even after local acts are drawn up, the actions of the new head are not yet significant from the point of view of the law. Also see “Order for appointment to the position of General Director: how to complete it.”

Another reason why you need to inform about the change of the main employee at the Federal Tax Service is administrative responsibility for failure to comply with this requirement. And in order to prevent all possible troubles, you need to promptly send a notification of a change in the director of the company, on the basis of which the inspectors will make the necessary adjustments to the Unified State Register of Legal Entities.

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 , 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.

The procedure for registering a new director in the Unified State Register of Legal Entities

The new general director takes up his duties only after the dismissal of the previous manager. The decision made to appoint a new top manager is formalized in simple written form. The appointed director is obliged to deal with the registration issue either personally or through a representative by notarized power of attorney.

The procedure for registering amendments to the Unified State Register of Legal Entities includes the following steps:

• filling out a notification application about changes in information for the Federal Tax Service in form R 14001;
• preparation of a set of documents containing information about the company, including constituent documents;
• contacting a notary with a completed application form and accompanying documents;
• submission of notarized business papers to the tax office;
• stage of verification by the Federal Tax Service of the reliability of the information provided by the company;
• updating information in the Unified State Register of Legal Entities;
• notifying banks, counterparties and other interested parties about the change of director of the company.

Only if all formalities of the established regulations are observed, the organization will receive the right to resume its economic and financial activities in full. The moment of fulfillment of the obligation to register information about the new director is considered to be receipt of the entry sheet from the Unified State Register of Legal Entities “On changes in information about a legal entity.”

How to fill out

The document in question contains a request to make changes about the new director to the register. The notification form has number P14001. It was established by Federal Tax Service order No. ММВ-7-6-25 and is designed to read information by machine. Therefore, it is important to know some nuances:

• The form must be filled out by hand in block letters;
• black ink is used to write data;
• no errors or corrections are allowed;
• spaces are needed between words;
• if a word needs to be transferred, no signs are placed;
• when a word begins on a new line, and the previous one completely fits into the previous one, leave an empty cell (the computer will mistake it for a space).

Further on the link you can view and download the official form of notification of a change of general director - PDF file.

Now let’s talk about how to fill out the sections of the notice of dismissal of a director (a sample can be found below).

1. Title page. Enter the full name of the company, legal form, INN and OGRN. Addresses are indicated in full compliance with KLADR. In the “Application submitted” cell, enter the number 1 – due to changes in information about the legal entity.
2. Sheet K - contains information about a person who has the right to act on behalf of the enterprise without a power of attorney. The page is filled out for the new and previous manager. In the section “Reason for changing information” you need to put the numbers 2 or 1, respectively – termination of authority/assignment of responsibilities.
3. Sheet P - reflects information about the person who presented the notification. Information about it is carefully entered into sheets P2 and P3. The option to receive confirmation from the tax authority is also marked.

The notice must be certified by a notary to confirm authenticity and give legal significance.

Please note: Blank pages will not be sent. And it is advisable to attach the minutes of the general meeting or the decision of the participants to speed up the registration process.

The following are excerpts from a sample notice of dismissal of a director (change of CEO).

Who needs to be notified when changing the head of the company

Author: Roman Zalunin

When changing the head of an organization, you must:

1. Notify the tax office.

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The Unified State Register of Legal Entities (USRLE) must contain up-to-date and reliable information about the management of the organization (subclause “l”, paragraph 1, article 5 of the Federal Law of 08.08.2001 No. 129-FZ, hereinafter referred to as Law No. 129- Federal Law). Therefore, the tax office is the only government agency that the founders are required to notify about a change in the head of the company.

There is no need to notify any other authorities. All interested authorities will receive information about the change of the head of the organization electronically in the “one window” mode through the system of interdepartmental interaction (clause 9 of article 6 of Law No. 129-FZ).

The procedure for obtaining from the Federal Tax Service a copy of the charter of a legal entity:

The founders are required to inform the tax authorities about a change in the head of the company within three working days from the date of the changes. This period is provided for in paragraph 5 of Art. 5 of Law No. 129-FZ. The three-day period is counted from the day following the day the new manager takes office.

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If the founders violate this deadline, tax authorities may impose a fine on an official of the organization in the amount of 5,000 rubles. (Part 3 of Article 14.25 of the Code of Administrative Offenses of the Russian Federation). A similar fine may be imposed if the founders do not provide information about the new management to the inspectorate at all.

To notify the tax inspectorate of a change in the director of the organization, you must fill out an application in form No. R14001 (clause 2 of Article 17 of Law No. 129-FZ).

Note: Application form No. R14001 and requirements for its execution were approved by Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/ [email protected]

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There is no need to submit any other documents to the registration inspectorate. Reason: Letter of the Federal Tax Service of Russia dated January 31, 2014 N SA-4-14/ [email protected]

Application form N P14001 is quite lengthy. However, you do not need to fill it all out. So, to enter information about a change in the head of the company into the Unified State Register of Legal Entities, you must fill out:

- title page;

- page 1 of sheet K. Filled out in two copies - one for the old manager, the second for the new one. In this case, in the copy for the old director, it is enough to fill out only the first two sections. In Sect. 1, you must indicate the reason with number 2 - “termination of authority.” In Sect. 2 reflect information about the old manual. In the second copy of page 1 of sheet K for the new director, you must fill out sections 1 and 3. In section. 1 reason for making changes, indicate number 1 - “assignment of authority”. Please provide information about the new manager in section. 3;

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— page 2 of sheet K is filled out only for the new manager;

— sheet P (information about the person who submits the application to the tax authority). This can be either the new head of the organization personally, or a person acting on his behalf on the basis of a power of attorney.

Note: When notifying the inspectorate of a change in manager, fill out and print only the necessary sections of the relevant application. Unused application sheets do not need to be printed and submitted.

The human factor is a key factor in safe work:

ATTENTION : The signature of the person submitting the application must be certified by a notary. Reason: clause 2.20.5 of the Requirements for filling out an application in form N P14001. Therefore, do not rush to sign your application in advance. The new manager (or his representative by proxy) must sign the document in the presence of a notary. In this case, the notary will first establish the identity of the new director and also verify his authority to sign. To do this, you must provide the notary with the following documents:

— an order on the appointment of a manager to a position (or a protocol on his election); — charter (regulations) or other constituent document of a legal entity; — certificate of registration of a legal entity; — power of attorney on granting powers to a person (if necessary).

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To perform notarial acts, you must pay a state fee. The fee for certifying the authenticity of a signature on an application is 200 rubles. (Clause 21, Clause 1, Article 333.24 of the Tax Code of the Russian Federation). In addition, a private notary usually charges an additional fee for his services.

There is no state duty for making changes to the Unified State Register of Legal Entities regarding a change of director. Therefore, you don't have to pay for it.

The tax inspectorate, after receiving an application from the founders, is obliged to make appropriate changes to the Unified State Register of Legal Entities within 5 (five) working days (clause 1, article 8 and clause 3, article 18 of Law No. 129-FZ).

After the specified period has passed, you can obtain a new extract from the Unified State Register of Legal Entities from your inspectorate. A new extract will help ensure that information about the new manager is included in the register.

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An application in form N P14001 should also be filled out and submitted to the tax office in the case where the manager simply changed his last name or passport details. The only difference will be the following: page 1 of sheet K is filled out in one copy (after all, the director remains the same). And in Sect. 1 reason for making changes must indicate number 3 - “change in information about the person.” In Sect. 2 and 3, you must indicate the old and new data of the manager, respectively.

FAQ:

If an application for a change of director is submitted to the inspectorate late, how will the tax authorities understand this?

The signature of the new manager on the application in form N P14001 must be certified by a notary. When performing this action, the notary will mark the current date on the application. It is this date that officials will focus on when checking compliance with the deadline for submitting information about a change in company management.

Can the old director submit an application to the tax office to change the leadership of the organization?

Maybe, but only with a power of attorney. The powers of the old director terminate from the moment the new director is appointed to the position. He does not have the right to act on behalf of a legal entity without a power of attorney, including signing an application for entering information into the Unified State Register of Legal Entities. This was indicated by the Presidium of the Supreme Arbitration Court of the Russian Federation in Resolutions dated February 14, 2006 N 12580/05 and dated February 14, 2006 N 14310/05. This conclusion was also supported by the Ministry of Finance (Letter of the Ministry of Finance of Russia dated July 7, 2006 N 03-01-11/3-64).

“Re-signing” powers of attorney when changing the “legal address”:

1. Notify the bank

Another institution that must be notified of a change in the director of the company is the bank through which the company makes cash payments and where the director sends the signed payment documents.

Fire safety certificate

After the new manager takes office, it is necessary to replace the card with sample signatures and seal impressions. Reason: clause 7.11 of Bank of Russia Instruction No. 153-I dated May 30, 2014 (hereinafter referred to as Instruction No. 153-I).

The legislation does not establish a period during which it is necessary to contact the bank in order to issue a new card with sample signatures and a seal imprint. However, in the interests of the organization, this must be done as early as possible, since until the new card is issued, the bank will not process payments signed by the new manager.

To issue a new card, you must fill out a special form (Appendix 1 to Instruction No. 153-I) and attach documents confirming the authority of the new director. This may be a copy of the order appointing him to a position, a decision or minutes of a meeting of company participants.

Safety certificate

Also, when issuing a new card with sample signatures and a seal imprint, you should submit a copy of the new manager’s passport (or other identification document) to the servicing bank.

If any of the specified documents are not submitted to the bank, the bank will not accept the form for issuing a card for the new director (clause 7.11 of Instruction No. 153-I).

As additional confirmation of the powers of the new director, you can attach an extract from the Unified State Register of Legal Entities received after the change of management. However, the extract is an optional document. Therefore, it is not necessary to apply it.

With a complete package of documents, it is the new manager who must go to the bank servicing the organization. There, in front of a bank employee, he will personally certify the new bank card with his signature. After this, the bank will be able to process payment documents signed by the new director.

Stages of the bankruptcy procedure for legal entities:

1. Notify your counterparties about the change of director

The company's business partners (suppliers and customers) are also among the people who should be notified of a change in company management. It is quite possible that previously concluded agreements contain a clause on the obligation of the parties to inform each other about any changes in the organization’s data, including a change of full name. director. Therefore, it is necessary to draw up an information message stating that the management of the company has changed on such and such a date. This can be done in any form and sent a message to counterparties by e-mail, fax or regular mail.

Sample information message:

To the head of Romashka LLC

Vaskin Vasily Vasilievich

Address: ______

Announcement

I would like to inform you that the general director has changed at Vasilek LLC.

Starting from October 1, 2021, the head of Vasilek LLC is Petrov Petrovich. Previous head I.I. Ivanov no longer holds the position of general director.

We have carried out all the necessary actions related to changing the data in the Unified State Register of Legal Entities.

General Director of Vasilek LLC P.P. Petrov

It is advisable to send such a notice to partners, even if the agreements concluded with them do not provide for this obligation. Especially if the certificates of work performed or services provided are signed by the director of the company.

PS: Please send applications for Legal and Advocate services to:

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How to submit documents

The rules of the tax service regulations state that an application to change the general director can be submitted to the Federal Tax Service in different ways:

• personally to the tax office (can be done by the former or new manager (you will need to issue a power of attorney), as well as a notary);
• through a multifunctional center;
• by Russian post (it is advisable to declare the value and make an inventory of the investment);
• in electronic form through the website of the Federal Tax Service, using a special service, or using a single portal of public services;
• through a notary who certified the signature on the notification (for the procedure for submitting documents, see Article 86.3 of the Fundamentals of Legislation on Notaries).

After submitting the documentation, the applicant is given a receipt containing a list of submitted materials and the date of the response. Within five working days, the inspection makes the necessary corrections, and at the end of the procedure, issues a Unified State Register of Legal Entities entry sheet. It officially confirms the registration of the new manager.

How to get

The procedure for issuing a notice of a change of general director depends on how you submitted the documentation (see table).

Who else should I tell?

The general director is the person interacting with current accounts, so when there is a change in management, the banking institution must be notified about this. You will need to change your card, account access key, etc. Bankers will require a number of documents, including a copy of the Unified State Register of Legal Entities. There is no need to report changes to the pension fund, Social Insurance Fund or health insurance.

During the registration procedure, it is important to be able to correctly prepare all documents. Including notification of a change of general director . Taking into account the recommendations discussed and following our instructions, you can safely complete all formalities.

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28.11.2017

What needs to be indicated in the protocol on the change of head of the LLC

The protocol on the results of in-person voting must indicate:

• Name of the organization, its registration details,
• Information about the present founders,
• Date and place of the event,
• Issues on the agenda, including the change of director,
• For each issue on the agenda, the voting results must be recorded,
• Information about the chairman of the commission, the secretary, who is counting votes,
• At the request of the founders, information about the founders who are against the decision is entered,
• Details of the person who will be responsible for registering the application with the Federal Tax Service, as well as concluding an agreement with the new director.

And if voting was carried out in absentia, the protocol must indicate:

• Name of the organization, its registration details,
• The date before which documents containing information about voting by members of the civil law community were accepted,
• Issues on the agenda, including the change of director,
• Information about persons who took part in the vote
• Voting results for each item on the agenda,
• Information about the persons who carried out the vote counting
• Information about the persons who signed the protocol
• Details of the person who will be responsible for registering the application with the Federal Tax Service, as well as concluding an agreement with the new director.

There should be at least two items on the agenda during the meeting to appoint a new director:

1. Termination of powers of the previous manager.
2. Approval of the candidacy of a new director.

Please note that you must fire the previous director and hire a new one at the same time.
You cannot hire a new manager until the previous one is fired. You also cannot fire the previous one and leave the LLC without a director. After the candidacy of the manager has been approved, an agreement must be concluded with him and an order for his appointment to the position must be issued. You may need some other documents.

If the LLC has only one participant, minutes of the general meeting do not need to be drawn up. In this case, a decision of the sole founder is drawn up.