Step-by-step instructions for dismissing the CEO at your own request

Legal aspects

The dismissal of a manager at his own request is regulated by Chapter 43 of the Labor Code of the Russian Federation.

Article 280 of the Labor Code states that the director is obliged to submit an application for dismissal no later than a month after the calculated date of termination of activities.

If there is an agreement with the company's participants, the working period can be shortened.

The procedure for dismissing a director requires notification of all founders through a meeting of participants.

When a successor is not found during the notice period, the manager can gather the founders to formalize the transfer of affairs.

Dismissal of heads of institutions of various forms of ownership

According to the Labor Code of the Russian Federation, the founder of an enterprise, regardless of its organizational form of ownership (OJSC, LLC) or company, must resolve the issue of dismissal of a manager at a general meeting of all co-founders or their body authorized to resolve the issue of dismissal of a manager. The charter of some entities, for example, JSC, includes a provision regarding the powers given to the board of directors to dismiss a manager.

In relation to legal non-profit entities that are municipal or state entities, the dismissal of directors must be carried out on the basis of the adopted charter of the organization, based on general and special (additional) reasons specified in:

• Article 77 of the Labor Code of the Russian Federation;

• Article 81 of the Labor Code of the Russian Federation;

• Article 278 of the Labor Code of the Russian Federation.

Owners of non-commercial property often decide this issue alone, although according to the law, a general meeting, in compliance with the voting procedure and drawing up the Protocol, must be held. The Protocol must indicate the number of those present and the number of those who voted for the dismissal of the head of the founders.

How to dismiss the director of an LLC at your own request

The procedure for dismissing the director of an LLC at his own request includes several stages:

1. Preparation of the director's resignation letter.
2. Notification of company participants about the upcoming departure of the director.
3. Organizing and holding a meeting of founders.
4. Issuance of an order.
5. Making entries in the work book of a dismissed person.
6. Settlement with the former general director.
7. Issuance of documents to the general director.
8. Notification of the tax authorities about the departure of the head of the company.

Compliance with legal requirements at each stage can protect the organization from possible claims from the former manager and the labor inspectorate, as well as ensure its continued full functioning.

What could be the reasons

There are several reasons why a CEO may be dismissed at his own request. OJSC or LLC does not matter, the list of grounds is the same.

Some correspond to the dismissal of ordinary employees, others relate to special rules regarding a managerial employee.

Reasons for dismissal of a CEO may include:

• own wish;
• expiration of the employment contract;
• agreement of the parties;
• initiative of the founders on the grounds set out in Article 81 of the Labor Code;
• additional grounds predetermined by the employment contract;
• initiative of company participants without specifying a reason;
• change of ownership of company property;
• removal from office of the head of a bankrupt company;
• dismissal of a manager due to liquidation of the organization.

Dismissal of the director of an LLC at his own request: paperwork

The process of dismissing a CEO at will consists of the following steps:

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The powers of the director terminate from the moment the order is issued, the entry is made in the work book and the cases are transferred to them.

Dismissal of a director - application to the tax office

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From the moment of termination of the powers of the sole executive body, the person whose powers as the head of the organization are terminated does not have the right to act on behalf of the legal entity without a power of attorney, including signing an application for entering information about the new sole executive body into the Unified State Register of Legal Entities (see, in particular, the Decision of the Supreme Arbitration Court RF dated 29.05.2006 N 2817/06, Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 14.02.2006 N 12049/05 (sent by Letter of the Federal Tax Service of Russia dated 23.08.2006 N GV-6-14/ [email protected] ), FAS Central District dated 14.06. 2007 N A08-9756/06-8, FAS North Caucasus District dated 01/09/2007 N F08-6816/2006).

And the tax authorities in such a situation, as a rule, refuse to make changes to the state register, indicating that the former director is no longer a person authorized to sign documents on behalf of the company without a power of attorney. Only a new manager can apply. Making changes based on an application from the previous director would result in the absence in the Unified State Register of Legal Entities of information about the legal representative (manager) of the legal entity, and this is contrary to the law (Subclause “l”, clause 1, article 5, clause 1.3, article 9 of Law No. 129-FZ; Letters of the Federal Tax Service of Russia dated March 16, 2016 N GD-4-14/4301, dated August 19, 2013 N ND-3-14/ [email protected] ).

Tax authorities recommend that former directors contact the organization and require it to submit an application in Form N P14001 with information about the new director. The former director can go to court. But the courts do not have a uniform approach to solving this problem. At the moment, two opposing positions have emerged.

Position 1. The lack of legal regulation is not a reason for refusing to exclude an entry about a dismissed manager from the Unified State Register of Legal Entities. After all, if the participants of a legal entity are inactive without appointing a new director, or the director is appointed, but does not submit an application to make the appropriate changes to the state register, there is simply no other way to restore the violated rights of the former director (Resolution of the AS SZO dated October 21, 2016 N F07-8401/2016 ; AS UO dated 10/07/2016 N F09-9063/16, dated 05/11/2016 N F09-4127/16).

Position 2. Information about a former manager cannot be excluded from the Unified State Register of Legal Entities at his request. The registration authority cannot remove information about the former director from the Unified State Register of Legal Entities without simultaneously entering information about the new director. Since a legal entity cannot exist without an executive body. Filing an application in form N P14001 by a former director is tantamount to failure to submit a document, since in this case it is submitted by an unauthorized person and not in full (without information about the new director) (Resolution of the AS TsO dated September 29, 2016 N F10-3392/2016; AS MO dated March 17, 2016 N F05-2387/2016; AS ZSO dated November 13, 2015 N F04-23243/2015; Appeal ruling of the Stavropol Regional Court dated June 21, 2016 N 33-4436/2016).

At the same time, starting in 2021, former managers have the opportunity to restore violated rights without going to court. If the owners of the company remain silent and do not make changes to the state register, the former director can submit to the registration authority a statement about the unreliability of the information about him contained in the Unified State Register of Legal Entities, using Form N P34001. Then the tax authorities will make an entry in the state register about the unreliability of information about the head of the company (Clause 5 of Article 11 of Law No. 129-FZ; Appendix No. 3 to the Order of the Federal Tax Service of Russia dated 02.11.2016 No. ММВ-7-14 / [email protected] ). Moreover, in this case, the company itself is not notified in any way about making such an entry in the Unified State Register of Legal Entities (Letter of the Federal Tax Service of Russia for Moscow dated June 27, 2016 N 13-11/069445 (clause 3)).

Tax authorities, having received information from the former director that information about the current head of the company in the Unified State Register of Legal Entities is incorrect, must conduct an audit (Clause 4.2 of Article 9 of Law No. 129-FZ). And based on the results of the inspection, send a notification to the organization and its founders about the need to submit reliable information to the registration authority.

Within 30 days from the date of sending the notification, the company must inform the inspectors of new data or submit documents confirming the accuracy of the information entered into the Unified State Register of Legal Entities during registration. If the company remains silent or submits documents that do not refute the information provided by the former director, an entry will again be made in the Unified State Register of Legal Entities about the unreliability of information about the director (Clause 6 of Article 11 of Law No. 129-FZ).

Drawing up a letter of resignation for the general director

A letter of resignation to the founder from the director is a document that confirms the will of the employee who wants to leave his position. It is drawn up 1 month before the expected date of leaving work (Article 280 of the Labor Code of the Russian Federation). Writing an application is not a mandatory step. Sufficient evidence of the will of the general director is the notice given to the founders of the company.

The legislation does not establish clear requirements for the document. If you decide to use any sample application for dismissal of the general director of an LLC to draw up, you need to remember that the document must contain the information of the employee and employer, the date of the upcoming dismissal, the date the document was drawn up and the signature of the applicant. It must be borne in mind that for the head of the company, the employer is the general meeting of the company’s participants.

You can submit an application for resignation of a director at your own request in person or using a postal or courier service. In any case, the date of notification is considered to be the day the document is received by the employer. The main thing is to record the fact that the application has been received by the addressee - for example, to receive a note that the letter has been delivered.

Can a CEO fire himself?

The head of the company has the right to resign from his position due to the expiration of the employment contract concluded with him at his own request and on other grounds established by the Labor Code of the Russian Federation.

In addition, Article 280 of the Labor Code of the Russian Federation gives the director of an enterprise the right to dismiss on his own initiative before the expiration of the employment contract. However, the director, unlike an ordinary employee, is obliged to inform the owners of the company’s property of his intention to terminate his employment relationship early at least a month before the expected date of dismissal of the director.

It is possible to terminate an employment contract before the month's warning period expires if the director and founders of the company have reached mutual agreement on this issue.

Notice from the General Director of dismissal

After making a decision to resign from office, the director should set a date for an extraordinary meeting of the company's members and send them information about the time and place of its holding. The notification rules are listed in Art. 36 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ:

1. Notice must be given at least one month in advance of the upcoming meeting.
2. It is necessary to notify each LLC participant individually.
3. The notice may be sent by registered mail or other method provided for by the company's charter.
4. The notice must contain information about the time and place of the meeting, as well as a list of issues planned for discussion.

Taking into account the above rules, we can say that the best option is to send an application for resignation at the own request of the general director of the LLC to the participants of the organization along with a notice of an extraordinary meeting of participants.

Extension of powers

A fixed-term employment contract is concluded with the general director. The validity period of the employment contract is determined by the constituent documents of the organization or by agreement of the parties (Article 275 of the Labor Code of the Russian Federation). Before concluding an employment contract with the head of the organization, an election procedure may be carried out. For example, the general director of an LLC is elected by the general meeting of the company's participants or the board of directors (clause 4, clause 2, article 33 of the Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).

The decision of the general meeting of participants or the board of directors of the company to elect a general director, documented in the minutes, is the basis for concluding an employment contract with him. Therefore, in the same minutes of the general meeting of participants or the board of directors, it is necessary to reflect the fact of termination of the powers of the general director due to the expiration of the employment contract and the decision made on his election for a new term.

note

When the general director is elected for another term, a new fixed-term employment contract is concluded with him. In this case, it is necessary to make a record of dismissal and a record of hiring in the employee’s work book (letter of Rostrud dated December 8, 2008 No. 27426-1).

About the peculiarities of labor relations if the head of an organization (LLC) is its sole founder, read in Berator “STS in practice”

The procedure for agreeing upon dismissal with the founders of the organization

At the meeting, the founders discuss and decide the issue of the upcoming departure of the head of the company. Since Art. 37 of the country’s basic law prohibits forced labor; LLC participants do not have the right to refuse the head of the organization early release from office.

Refusal to participate in a meeting and evasion of serving a notice are not valid reasons for the general director to continue working against his wishes. In case of such behavior of the employer, the head of the organization may go to court. The statement of claim served on the employer is sufficient confirmation of the director’s desire to leave his position. As a practical example, we can cite the appeal ruling of the Perm Regional Court dated August 5, 2013 No. 33-7154.

During the extraordinary meeting, the founders agree on the date of the upcoming dismissal of the general director at their own request, and can also agree with him on a longer period of service necessary to find a new candidate for the position of the head. If an agreement is not reached between the employer and the employee, the latter has the right to resign without the consent of the founders. The main thing is to follow the procedure as required by law.

Notification of participants about dismissal and convening of a general meeting

The employer for all employees of the company is the LLC. The company conducts its activities through governing bodies, the highest of which is the general meeting of participants or the sole founding participant.

If the general director wants to resign on his own, then he does not need to obtain permission from the executive body to do so. But the meeting must decide on the appointment of a new general director. It is for this purpose that the general director must notify the company and notify about the general meeting (no later than 30 days before the meeting).

If members of the company try to oppose the director in his desire to resign, then he has the right to recognize their actions as contrary to the law and appeal in court. Thus, the current Constitution, Art. 37 contains a direct ban on forced labor in Russia.

Therefore, an extraordinary meeting of participants is not held for the purpose of agreeing on the upcoming dismissal, but to comply with the regulations under Art. 280 and FZ-14.

The thirty-day period is counted not from the date of sending the notification, but from its receipt by the company's participants. If there is only one founder of the company, then by the end of the 30-day period he must decide to appoint a new director. If the company has several owners, then the date of the notification is equal to the date of receipt of it by the last founder.

There is no established form of notification of an extraordinary meeting; it is developed in an arbitrary manner. The notice to participants must include the following information:

• date, time, address of the meeting;
• issues on the agenda;
• list of documents that must be submitted by persons to confirm authority and other information.

Sample document: notice form for an extraordinary meeting of founders can be downloaded here.

Notification of the founders can be conveyed to the company's participants in person with the obligatory receipt of a receipt. It is also possible to send it by registered mail with acknowledgment of delivery:

• if among the founders there is a legal entity-organization, then the notification is sent to the location address (it can be clarified using a special service from the Federal Tax Service “Check yourself and your counterparty”);
• individual participants need to send it to their residential address.

Information about the addresses of participants must be kept by the LLC, which must maintain a list of participants. Even if an incorrect address is indicated there, but the participant did not report this, he is considered to have been properly notified if the letter is sent to the old address from an official source.

It often happens that even after receiving a notification, the founders of the company do not take any measures to convene a meeting. Also, company owners can ignore registered letters sent to them. This is not an obstacle to dismissing the CEO. The main thing is to comply with all formalities: notify the owner of the LLC about your decision and keep receipts for sending the notification to all participants. But in this case, the general director will need to go to court to defend his position, and the basis for his dismissal will not be the meeting held, but the court decision.

Order for the dismissal of the general director at his own request, sample order

The head of the organization can issue and sign a resignation order independently after the meeting. It states:

• name of the company and its details;
• information about the person being dismissed;
• reasons for dismissal;
• date of departure of the CEO from office.

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In this case, as a rule, the unified form of document No. T-8 is used, approved by the Decree of the State Statistics Committee of the Russian Federation “On approval of unified forms of documents...” dated 01/05/2004 No. 1. However, the use of this particular template is not mandatory; the employer, if desired, has the right to independently develop the form document. A current sample of an order for the dismissal of the head of an organization can be downloaded on our website.

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Paperwork

Any dismissal is accompanied by paperwork, and in the case of termination of an employment contract, the following acts must be drawn up and completed:

• minutes of the general meeting at which the director announced his decision;
• the resignation letter itself;
• execution of the Order;
• drawing up a notification for the tax office (for entering information into the Unified State Register of Legal Entities) and other authorities and organizations;
• filling out a work book and personal card.

Minutes of the general meeting

The general meeting, having adopted an application or an oral decision (with subsequent transfer of the application to the owner of the organization) of the director about dismissal, fills out a protocol indicating:

• date of the meeting;
• the reason for the dismissal of the director with reference to the article of the Labor Code of the Russian Federation;
• the number of people who voted “for” or “against” the dismissal.

The last point is a formality, since in reality no one has the right to prohibit a manager from leaving his post.

Statement

The application is drawn up in the usual manner (submitted to the name of the employer, the reason is indicated with reference to Article of the Labor Code of the Russian Federation, etc.), but taking into account 1 month of work.

Order

Based on the minutes of the general meeting and the statement of the director, registered by the human resources department, the owner himself or his secretary, the employer draws up an Order of Dismissal (according to Form T-8 or the form established by the organization when developing primary documents), which indicates:

• date and place of compilation;
• Full name and position of the resigning manager;
• grounds for dismissal (link to application and norm of the Labor Code of the Russian Federation);
• date of the last working day;
• signature of the owner of the organization or other authorized person.

The dismissal order can be drawn up and signed by the resigning director himself.

Notification of the tax authority and other organizations

The Federal Tax Service and its territorial inspections are the body responsible for maintaining the Unified Register of Legal Entities, in accordance with Federal Law No. 129 “On State Registration of Legal Entities and Individual Entrepreneurs”, and information about the change of the general director or founding director is always subject to registration.

Reference. An application for entering information is submitted in form P14001 (since the changes do not affect the constituent documents), established by Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/ [email protected]

After this, the tax authorities independently notify other organizations of the changes made.

Filling out a work book and personal file

Filling out the work book is carried out in the manner established by Resolution of the Ministry of Labor of Russia No. 69:

• column 1 – record number;
• column 2 – date of the last working day;
• Column 3 – reason for dismissal with reference to Part 3 of Art. 77 Labor Code of the Russian Federation;
• Column 4 – link to the grounds for dismissal (personal statement of the director).

Information about dismissal is also entered into the personal card (reasons, date of dismissal, link to order).

Making an entry in the work book and paying the general. director

The head of the organization can make an entry into the labor register himself or entrust this to an authorized person of the organization. He also has the right to certify it with his signature and the seal of the organization (if any). The main thing is to comply with the requirements of the instructions for filling out work books, approved. Resolution of the Ministry of Labor of the Russian Federation dated October 10, 2003 No. 69:

1. Fill out all fields of the document.
2. Use Arabic numerals when filling out.
3. Avoid abbreviations and corrections in records.
4. Competently formulate the reason for dismissal.
5. Add a link to the legislative norm that became the basis for termination of the employment relationship.
6. Indicate the details of the order to terminate the contract between the dismissed person and the employer.

If the general director resigns at his own request, he can count on payments and compensation provided by law: salary for time worked, compensation for unused vacation, etc. In addition, the former general director transfers affairs to the new head of the organization. In the event of the temporary absence of a legal successor, the ex-manager may:

• continue to independently store the seal and documents of the organization;
• entrust storage to a special archival organization;
• hand over the documents and seal to a notary for safekeeping.

The right to store documents for notaries is granted by Art. 97 “Fundamentals of the legislation of the Russian Federation on notaries” dated 02/11/1993 No. 4462-1. When transferring, you must remember that documents are accepted and stored on behalf of the organization. This gives the new head of the company the right to pick up the documents and seal at any time.

Special grounds for dismissal

Special grounds for dismissal of the general director include the following cases.

1. Change of owner of the organization’s property (clause 4, part 1, article 81, article 75 of the Labor Code of the Russian Federation). The new owner may, no later than three months from the date on which he acquired the right of ownership of the organization’s property, terminate the employment contract with the general director. When dismissing a manager, the new owner is obliged to pay him monetary compensation. The amount of the payment must be at least three months' average earnings of the general director (Article 181 of the Labor Code of the Russian Federation). An exception is made by the heads of organizations in whose authorized capital the participation (shares) of the Russian Federation or municipalities is more than fifty percent. Their compensation is strictly equal to three times their average monthly earnings, no more and no less. Such rules are established by Article 349.3 of the Labor Code of the Russian Federation.

2. Making 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 organization’s property (clause 9, part 1, article 81 of the Labor Code of the Russian Federation). In order to dismiss the general director on this basis, it is necessary to prove that the adverse consequences arose precisely as a result of such a decision. At the same time, the employee had other options to get out of the difficult situation, which he did not use.

3. A one-time gross violation by the head of the organization of his labor duties (clause 10, part 1, article 81 of the Labor Code of the Russian Federation). A single gross violation means, in particular, failure to fulfill the duties assigned to the general director by an employment contract, which could result in harm to the health of employees or property damage to the organization (clause 49 of the resolution of the Plenum of the Supreme Court of the Russian Federation of March 17, 2004 No. 2).

Attention: dismissal of the head of an organization for making an unreasonable decision and for a one-time gross violation of labor duties is a disciplinary measure. The procedure for imposing a disciplinary sanction must be carried out according to the rules of Article 193 of the Labor Code of the Russian Federation.

If this procedure is not followed, the court may declare the dismissal of the general director illegal and reinstate him. In this case, the organization will have to pay the manager for the entire time of forced absence. This is stated in Article 394 of the Labor Code of the Russian Federation.

The transfer of cases

If the general director of an LLC is dismissed at his own request, the registration of such an act, as for the head of a company of a different organizational and legal form, is a complex procedure.
The transfer of affairs from the previous director to a new one is one of the stages of such a procedure, although this stage is not provided for by law for an LLC. Nevertheless, it is still better to formalize the transfer of affairs. Documentary evidence of such a transfer can be provided by a transfer and acceptance certificate in any form, which will reflect all the necessary nuances. The procedure for dismissing a general director at his own request stipulates that, first of all, the resigning director must record in the act the transfer of documents for the safety of which he is responsible, including:

• constituent documents (originals);
• agreements with banks;
• certificates of ownership of the company's real estate and land plots;
• originals of SRO membership certificates, licenses;
• company seal, keys to safes, safe deposit boxes;
• valuable items, etc.

When dismissing the general director of an LLC at his own request, you should not neglect such an important procedure as taking an inventory of the company’s property. The need to carry it out when changing materially responsible persons (MRP) is provided for by the Methodological Instructions for accounting for inventories (approved by Order of the Ministry of Finance of Russia dated December 28, 2001 No. 119n).

Subscribe to our accounting channel Yandex.Zen SubscribeImportant! The director of the company is the MOL (Article 277 of the Labor Code of the Russian Federation) and bears full financial responsibility for direct actual damage caused to the company.

Can an owner fire a director without his consent?

Russian legislation does not prohibit the dismissal of general directors by decision of the founders; there is an indication of this in Article of the Labor Code of the Russian Federation No. 77 (termination of a trade agreement by agreement of the parties or on the initiative of one of the counterparties).

Article 278 also provides for other reasons:

• due to bankruptcy of the enterprise, its liquidation;
• if the owners of the company’s property assets decide to terminate the employment agreement (EA);
• special reasons, if any, are indicated in the TD.

Article 81 allows for dismissal if the official behaved inappropriately: violated discipline or was found to be unqualified for the position held.

Peculiarities of the procedure for dismissal of a general director who is a pensioner at his own request

The process of dismissal at the own request of a person who has reached retirement age has one feature: such an employee has the right not to work out the period provided for by law (Part 3 of Article 80 of the Labor Code of the Russian Federation). Thus, the head of an organization who is an old-age pensioner is not required to meet the deadline for leaving work.

However, it is still necessary to follow the formal dismissal procedure (notify the founders, convene an extraordinary meeting of company members and make a decision to dismiss the retired manager). The entry in the work book must indicate that the reason for termination of the employment relationship was retirement.

Dismissal of the founding director

There are often cases when the founder himself acts as the director, if he is the only representative of the legal entity. Then the termination of his activities as the head of his enterprise is carried out according to a simplified scheme, since, as a founder, he can fire himself on the basis of his own decision, guided by Article 278 of the Labor Code of the Russian Federation. The decision must be drawn up in compliance with all formalities established by law.

Dismissal can happen in two ways:

1. At the director’s own request, as an employee. Then he is obliged to write a letter of resignation, issue an order, and order that a standard dismissal entry be made in the work book with reference to the order number;
2. Based on the decision of the founder on the issued order. It must contain a record of the dismissal of the director on the basis of a decision made by the founder in accordance with paragraph 2 of Article 278 of the Labor Code of the Russian Federation.

Application for resignation from the director at his own request (sample)

Expert commentary

Gorchakov Vladimir

Lawyer

When dismissing under the second option, the founder, as a director, must pay himself a payment in the amount of three months' salary. Since this is unprofitable, since this amount will have to be paid to the tax authority, usually the founders prefer to dismiss themselves from the position of director at will.

Responsibility of the CEO after dismissal

The work of a manager involves making difficult decisions. He will bear responsibility for his actions and decisions - both material and criminal - if there are grounds for its occurrence, even in the event of dismissal from office.

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Thus, the financial responsibility of the manager arises in the following cases:

• in case of loss of property;
• damage to the organization's property;
• unforeseen expenses of the enterprise;
• loss of profit by the company due to the fault of the manager.

As a rule, these circumstances are discovered after an audit of the company. The employer of the dismissed head of the organization may file a claim in court demanding compensation for damage caused by the actions of the general director. If the claims are satisfied, the recovery may be directed to the property of the former employee.

The illegal actions of a manager may become grounds for bringing to criminal liability under the following conditions:

1. His actions (inaction) constitute a crime.
2. The manager's guilt is documented.
3. The statute of limitations has not expired.

In conclusion, it remains to be said that the optimal solution would be peaceful negotiations and mutually beneficial agreements between the head of the enterprise and the founders, since they allow you to avoid litigation and quickly dismiss the general director at your own request.

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Leaving ahead of schedule

In a statement addressed to the founders, the manager must indicate exactly when he wants to resign. But depending on the situation, the date of termination of the employment agreement may be changed. If the director agrees to leave before the deadline specified by him, then the procedure for dismissal does not change.

There are cases when company members decide to terminate an employment agreement before the date specified in the application. If the manager’s consent to this is not obtained, then he is considered to be dismissed by decision of the meeting. In this case, he will be entitled to compensation upon dismissal.

The procedure for terminating an employment contract at the initiative of the manager

How can the head of an organization resign? You can dismiss a director on your own initiative in the general manner (Article 80 of the Labor Code of the Russian Federation), but taking into account the specifics established by the norm of Art. 280 Labor Code of the Russian Federation.

In short, the procedure will be as follows:

1. Convening the authorized body of the enterprise.

An authorized body is understood as a meeting of founders, shareholders, participants, etc.

At the meeting, the head of the organization announces his decision to leave his post, which is recorded in the minutes, and those present, in turn, vote for or against.

If the meeting does not agree with the dismissal, the director still has the right to leave the organization after a month.

1. The director writes to his employer (it may be the owner of the enterprise or his representative) a letter of resignation on his own initiative.

It is important to note that the application can be submitted not directly to the owner, but to the general meeting during its convocation (this procedure is established, for example, if we dismiss the director of an LLC).

1. Work is carried out within a period of 1 month from the date of filing the application (Article 280 of the Labor Code of the Russian Federation).
2. The tax authority, credit organizations and other enterprises and bodies associated with the organization are notified of the change of director if the organization has appointed a new director.
3. On the last working day, the HR department issues a work book and personal card.
4. The accounting department makes payments to the director who wants to resign.

You will find detailed step-by-step instructions on the procedure for terminating an employment contract with a director here.

Now let’s look at the important nuances that deserve special attention.

Features of changing the CEO

The general director has rather broad powers regarding work with official documentation, which means that the procedure for changing the head of an LLC must be approached thoughtfully and seriously, based on the current legislation of the Russian Federation.

When changing the general director, it is necessary to remember such important points as drawing up acts of acceptance and transfer of seals and material assets, as well as constituent documents. This will avoid troubles and problems in the future.

As a rule, a change of general director is caused by the desire of the director himself or the founders of the LLC. According to the current legislation, the founders must notify the general director of their decision in advance - at least a month before the date of his intended dismissal. The manager, in turn, must notify the founders of his planned departure within a similar time frame.

The founders have the right to either agree with the CEO’s decision to resign from his position or reject it.

If there is agreement, a general meeting of the founders is held, during which a protocol is drawn up and a decision is made to change the general director of the limited liability company. The manager must submit data to the Federal Tax Service within three days to make changes.

If participants do not agree with the departure of the leader, then he must send a letter to the organization by mail with notification. After this, the general director can sign an order for his dismissal. Registration of a change of manager is carried out on the basis of a notification.

When is it unacceptable to fire a director?

According to the law, in some cases the dismissal of a manager may be considered unjustified. For example, Article 81 of the Labor Code of the Russian Federation establishes a ban on the dismissal of an employee while he is on official, paid or extraordinary leave, granted on the basis of valid reasons. It is also impossible to fire a director while he is on sick leave due to his inability to work at this time.

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Shadrin Alexey

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The exception is cases when, during the illness or vacation of the director, the activities of the enterprise were terminated, and all employees, including the director, were subject to dismissal in connection with the liquidation of the enterprise.

If the founder violates the ban on dismissing a director in the above cases and dismisses him according to his decision, then he may be punished by law, and the director will be reinstated.

Final settlement

Upon dismissal, the first person of the company is required to pay:

salary for hours worked;

compensation for unused vacation;

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other payments provided for in the employment contract.

Also, the former general director transfers affairs to the new head of the enterprise. The procedure for the transfer by the manager of papers related to the activities of the company upon his departure from the organization is not established by law. If a successor has not yet been found, the cases may be transferred to the archives or notary for storage.

Making final payments to the General Director and issuing the necessary documents

Full settlement with the resigning general director, as with any other employee of the company, must be made on the day of his dismissal, which is also considered the last working day.

This is also important to know:
How dismissal occurs on a day off: a detailed description

Payments to the resigning CEO must be made on the last working day

To do this, he must receive:

• Salary for the last period actually worked up to and including the day of dismissal. In this case, salary is supposed to mean not only salary, but also its other components: allowances, bonuses, bonuses, etc.
• Compensation for unused vacation.
• All debts owed to him for wages and other payments due, if any.
• Additional payments, if provided for by his employment contract or internal rules of the organization.

If the general director is owed any amounts in favor of the company, for example, compensation for the cost of property lost or damaged due to his fault, they can be withheld during settlement.

On the day of dismissal, the director, in addition to the full payment, must receive the following documents:

• Work book with a record of dismissal.
• Certificate 2-NDFL for the months actually worked since the beginning of the year, and, if desired, for earlier months.
• Certificate of average earnings for the last three months.
• A certificate of the amount of earnings for the last two calendar years before dismissal.
• Personalized accounting information for contributions to the Pension Fund and Social Insurance Fund: Extract from section 3 of the calculation of insurance contributions (DAM).
• Extract from the SZV-STAZH form.
• Information in the form SZV-M.

If desired, he may additionally request:

• Copies of orders for hiring, dismissal, transfers, salary changes and extracts from any documents that mention his personal data.
• Salary certificates.
• Certificates about periods of work with this employer.
• Any acts related to his work activity and affecting his rights.

Additional grounds for dismissal

An employment contract with the general director can be terminated for additional reasons:

• in connection with removal from office in accordance with insolvency (bankruptcy) legislation. If bankruptcy proceedings have been initiated against an organization, the arbitration court may remove the head of the debtor organization from office at the request of the temporary property manager of the organization (Article 69 of the Law of October 26, 2006 No. 127-FZ);

• in connection with the adoption by the authorized body of the organization (board of directors, general meeting of participants, general meeting of shareholders, manager) or the owner of the property (person authorized by the owner) of the organization of a decision on early termination of the employment contract (clauses 1 and 2 of article 32, subclause 4 p 2 Article 33 of the Law of February 8, 1998 No. 14-FZ, paragraph 3 of Article 69 of the Law of December 26, 1995 No. 208-FZ). A similar decision can be made by the owner of the property of a unitary enterprise in accordance with the Procedure established by Decree of the Government of the Russian Federation of March 16, 2000 No. 234 (clause 2 of Article 278 of the Labor Code of the Russian Federation). If the contract is terminated on the specified grounds, pay compensation to the general director in the amount of no less than three average monthly earnings (Articles 181, 278 of the Labor Code of the Russian Federation, ruling of the Constitutional Court of the Russian Federation dated April 12, 2005 No. 116-O, ruling of the Constitutional Court of the Russian Federation dated March 15 2005 No. 3-P);

• on the grounds provided for in the employment contract with the head of the organization (clause 13, part 1, article 81, article 278 of the Labor Code of the Russian Federation). For example, for failure to comply with the decision of the general meeting of participants (shareholders), causing losses to the organization or damage to its property.

Additional grounds for dismissal of the general director are provided for in Article 278 of the Labor Code of the Russian Federation.