The General Director is the sole executive body of the enterprise, which is elected and appointed by the meeting of the founders. The powers of an employee of this rank affect all areas of the enterprise, both economic and economic. Moreover, the quality of the work performed does not always suit the owners of the company or the level and conditions of remuneration of the manager himself. In each of these cases, the question arises of changing the CEO to another, which seems like a complicated process, and often scares the person who has to deal with this issue.
Legal regulation
The process and form of change of the general director at an enterprise with a form of ownership of an LLC is governed by the following regulatory legal acts:
- Labor Code of the Russian Federation.
- Law on LLC of 08.02.1998 N 14-.
- Federal Law No. 129 “On the Procedure for the Registration of Legal Entities and Individual Entrepreneurs”, as amended.
- Letter of the Federal Tax Service of the Russian Federation on registration regarding information about the organization’s management.
These regulatory acts also regulate the process of interaction with state authorities in matters of changing the management of the enterprise, as well as the process of dismissing an employee and hiring a new one to fill a vacancy.
Reasons for making a decision to replace the head
The whole list of reasons for referring to instructions on changing the CEO can be conditionally divided into 2 blocks:
- The personal decision of the employee.
- The decision to change the employee made by the business owners.
As a rule, in the first case, the process goes without much difficulty, and the main ones are only in the preparation of documentation. As for the decision of the founders, the employee may make claims against the employer if he considers that his rights have been violated.
All reasons for the dismissal of the current leader of the organization should be indicated in the minutes of the meeting of the founders and supported by facts, so that when the former leader appeals to the judicial authorities, the organization has the opportunity to argue its decision, even after a long time.
Cases in which the decision to dismiss is justified:
- The employee abused his official position and used the activities of the enterprise to achieve personal goals.
- The facts of theft or theft were revealed.
- Lack of growth in financial indicators of the enterprise and its economic development.
- Violation of the law, criminal prosecution.
- Failure to comply with internal instructions.
- Inconsistency of the position.
- Another candidate with extensive experience or the best professional skills has been selected.
- One of the founders decided to take over the management of the company.
Important! Regardless of the reason for the change of the general director of the LLC, the instructions given in the regulatory and legislative acts of the Russian Federation must be followed. Violation of these documents may lead to administrative fines imposed on the company, and the arrest of accounts.
What documents are required
Change of the head of the organization implies the dismissal of one employee and the adoption of another in his place. Which means that the owners of the company or authorized representatives will need to draw up the following package of documents:
- Protocol of the meeting of the founders on the change of director.
- A letter of resignation indicating the reason.
- Terminate an employment contract with an existing employee.
- Make an entry in the workbook and put down the closing date of this entry indicating the article of the Labor Code of the Russian Federation on the reason for dismissal.
- Issue an order of dismissal, be sure to refer to the decision on the basis of which the order is issued.
- Draw up an employment contract with a new employee.
- He will receive his work book in his hands (prior to going to work, a record is not made so that it would be possible to cancel the labor contract in case of failure to leave on the first working day).
- Accept a job application.
- Fill in the documents on entering data into the state registry on the change of the general director, a sample can be found on the website of the Federal Tax Service.
Important! The package of documents for the employee to be dismissed must be completely formed on his last working day, so that later there would be no difficulties.
Step-by-step process of dismissal
To prevent errors in the process, the following is a step-by-step instruction for changing the general director in the LLC with a description of the whole process. This will greatly facilitate the work of the founders of organizations in this matter.
Step 1. Decision of the meeting of founders
At the beginning of the step-by-step instructions for changing the CEO is the convocation of the meeting of the founders, which should be formulated and signed the appropriate protocol. A decision is made by a majority of the votes with mandatory observance of the quorum. If the owner of the enterprise is one, then everything is drawn up by his sole decision.
The following data should be indicated in the protocol:
- The reason for the decision to change the CEO, if provided, indicating the article of the Labor Code of the Russian Federation.
- Features of the procedure for dismissal / acceptance of these workers (compensation, payment of benefits, etc.).
- Full name of the old leader.
- Full name and passport data of the new general director of the enterprise.
The decision also necessarily contains the dates on which the dismissed employee is relieved of his post, and the new one takes up on it.
Step 2. Issuing orders, termination and conclusion of contracts, execution of work books
After the decision of the founders is drawn up by an appropriate document in the personnel department of the organization (or another authorized department), the following manipulations should be performed:
- Accept the letter of resignation from the old director.
- Issue an order to relieve him of his post and terminate the employment contract.
- Close the entry in the workbook, the date of dismissal, the article of the labor code of the Russian Federation and the order on the basis of which this fact occurs must be indicated.
These documents are signed by the current director, since another employee will be empowered after his dismissal. In the work book, the seal of the enterprise and the signature must be placed on the closing record.
Important! At the time of dismissal of the old director by the accounting department of the enterprise, a mandatory financial settlement must be made with the employee, and on the same day the money must either be issued to him in cash at the cash desk of the enterprise, or transferred to a bank card.
For the hired employee, the procedure for processing documents is as follows:
- An application for admission to the state, copies of identity documents and SNILS, as well as a work book are accepted.
- An order is issued to take office.
- An employment contract is concluded.
- An application is filled out in the form of P14001 for further submission to state authorities.
These documents are signed by the newly accepted employee.
Important! The term of office of the new CEO cannot begin earlier than the next day after the final dismissal of a past employee. On one day, 2 managers cannot be listed at the enterprise.
Orders for dismissal and reception of a new employee can fit in one document, then it will sound like an order “On changing the general director” of the company, and include both dates and calculations of the old director and the appointment of the applicant for his position.
Step 3. Preparation of documents for the tax service
Within 3 days from the moment of taking office, the new General Director must submit an application in the form of P14001 to the bodies of the federal tax service. A sample to fill out when changing the CEO is presented below.
This document allows the Federal Tax Service to exclude from the state register data on the old head of the enterprise and introduce new ones. Employee data is filled in a special appendix “K”, data of the dismissed director and the reason for the shift are also entered there.
For the Federal Tax Service to accept this document, it must be notarized, when visiting a notary public, you must provide:
- Self-completed application.
- The minutes of the meeting of the founders or the sole decision of one owner.
- Company charter.
- Certificate from the tax service with the PSRN.
- Extract from the unified register of legal entities.
Step 4. Submission of documents to the tax
A certified statement along with a copy of the minutes of the meeting of the founders is submitted by the authorized representative of the company (new general director) to the federal tax service. An employee of a government agency is required to issue a receipt that the submitted papers have been accepted for work. After submitting the data, the changes will be made within 5 working days to the state register of legal entities. You can immediately request a new extract from it.
Step 5. Bank Notification
From the moment the director changes, the bank will stop servicing the company until a full package of documents has been submitted for the new head of the organization.
Mandatory for submission to the bank are:
- Protocol and order of appointment.
- Copies of a passport of a citizen of the Russian Federation or a document replacing him.
- Extract from the state register of legal entities.
- Cards with sample signatures.
Important! Cards are certified by a notary when providing a full package of documents as well as for the application, while extract from the USRN is already provided to the new head.
Step 6. Notification of counterparties
In order to ensure the safety of doing business in the event of a change in the CEO of a company, you should worry and inform the contractors that he no longer has the right to sign documents and enter into contracts on behalf of the company. And also provide contacts for communication with the new leader.
The subtleties of the procedure
At the time of the change of director general at LLC, the instruction described by state legislative acts misses the correct transfer of affairs between an old and a new employee. In other words, this process is not strictly regulated, while there are several fundamental principles by which it should be built:
- Prior to dismissal, the employee must, according to the acceptance-transfer act, complete the transfer of all cases and goods and materials to the new head or one of the founders.
- The receiving person, in turn, must verify the completeness of the values ​​indicated in the act and, if agreed, sign.
- If there is a disagreement, they must either be immediately eliminated by the old leader, or transferred to the archive, and their resolution is required in court.
Important! The dismissed director is responsible for the decisions made by him during the course of his working life and their consequences for another 1 year from the date of detection of violations and can be prosecuted under the law, including criminal.
To change the general director of an LLC using step-by-step instructions and sample documents approved by law is not difficult and should not cause difficulties for the employer. At the same time, it is important to take into account the deadlines and the rules for submitting all documents to government bodies in order to avoid fines. Also, do not ignore the correct and timely completion of all forms and orders in order to protect the business from litigation.