Each organization should have a leader, who is most often called a director. Although he runs the company, he himself is an employee hired by the owners. Therefore, there are situations when the director decides to quit. In the article, we will talk about how the director of the LLC will quit at his own request, the accompanying processes, as well as some other grounds that are allowed by law.
Features
The leader is a responsible employee who is endowed with special powers. Therefore, the termination of the employment contract is carried out with a number of features. These include the following:
- Since the director concludes an employment contract with the owners, he must notify each of them or organize a general meeting.
- The term of working out is not two weeks, as with an ordinary worker, but a whole month. During this time, the owners are looking for another leader in place of the former.
- Directors can also be fired when selling shares, due to wrong decisions, bankruptcy proceedings, and so on.
- Upon termination of the contract, partners and state authorities should be informed about this fact.
- The period of anarchy in the company should not be. After the director of the LLC leaves at his own request, a new leader should come in his place.
The order of dismissal
This process consists of the following steps:
- Writing a statement.
- Convening a general meeting.
- Issuing an order.
- Records in the work book.
- Director change notifications.
- Other actions.
Let's consider each of these stages separately.
Like all employees, the supervisor should apply to end the employment relationship. But this document is different from that submitted by ordinary workers. The application is written in the name of the owners of the company. If there is one founder, then the document is addressed in his name, and if there are several, then it is addressed to the general meeting.
The text sets out a request on how the director of the LLC will resign at his own request on the basis of Art. 290 of the Labor Code, which refers to the relationship between the director and the founders. At the end, put the date and signature. The date of dismissal must be at least 1 month from the date of notification.
The next stage of the procedure for dismissing the director of an LLC at his own request is to convene a meeting, which is carried out by sending a registered letter with a notice. The charter may also prescribe other ways of convening founders. But the most effective of them is mailing. This is done at the addresses indicated in the register. The text prescribes the time and place of the meeting, as well as its reason. It is advisable to choose a new leader on it. A copy of the letter of resignation of the director of the LLC (a sample of which is presented below) is attached to the letter. If the founders do not attend the meeting, then the director works out the prescribed period, and then has the right to file an application with the judicial authority for the inaction of the owners.
The head of the company is liable. Therefore, when he is dismissed, an inventory is carried out. The order is drawn up on the basis of the minutes of the meeting in the form of T-8 or on letterhead. This document is signed by the director himself. If he cannot do this, for example, due to illness, then an authorized person puts his signature. After that, information about the order is entered in the accounting book.
Entries in the work book are made in the same way as for ordinary employees, but with a slightly different wording: “Dismissed by the owner’s decision to terminate the employment contract ahead of schedule, clause 2, article 278 of the Labor Code of the Russian Federation”. The document is issued to the head on the last day of work. At the same time, he must sign in the journal of the appropriate accounting.
Ideally, the dismissal of the director of the LLC and the appointment of another manager is carried out simultaneously. Therefore, all state authorities inform about this procedure. The tax should be reported no later than 3 days from the date of dismissal.
The new director must visit all banks where the r / s are open to make changes. If the company uses EDS, then you should contact the certification center, where they will issue new certificates.
Sample Application
This document, drawn up by the head, has the same structure as that drawn up by any other employee. The application for the dismissal of the director of the LLC contains the following information:
- Information about the addressee (founder or meeting of LLC participants).
- Position and full name of the applicant.
- Request for dismissal with a specific date.
- Date of application.
- Signature of Applicant.
Features of the order on the dismissal of the head
All orders for the dismissal of employees are signed by the director of the company. The case of the dismissal of the head himself is no exception. The director also needs to sign his own statement.
Work Transmission
The law does not provide for a clear procedure for referring cases to a new leader when the director of an LLC is dismissed step by step. Therefore, the resigning person must insure himself and not commit illegal acts. The procedure for the transfer of cases by the director may be as follows:
- Cash on hand is transferred to the bank. For this, a special document is drawn up.
- On the date of dismissal, you should report on all tax fees, tidy up all the documentation, sign agreements or terminate those that are already outdated. It is advisable to pay off debts to contractors and salaries with employees.
- All r / s is better to close. If funds are left for some of them, then you need to notify the banking organization of the dismissal of the founding director of the LLC at his own request and the inability to make any transactions on his own behalf in the future. Such a notice should be made in two copies, one of which should be kept.
- Despite the fact that the law does not say that the tax authorities should be notified of the relevant procedure, this must be done. It is better to write a simple letter in any form in which to notify the service that the procedure for dismissing the director of the LLC at his own request was carried out in compliance with all the established provisions of the law. In this case, there will be no problems with this body in the future, for example, due to the fact that the reporting deadlines were violated.
If the transfer of important documentation to a new leader is not possible, then the former director may retain papers containing valuable information on the material and ideological aspects of the company.
The general director has the right:
- Independently carry out storage of documents at your own peril and risk.
- Conclude an agreement with the archival company to store the necessary documents there. It should include a clause on the possibility of transferring documents at the request of the LLC in writing.
- The general director may hand over the documents to a notary on behalf of the LLC, so that the new director picks them up and uses them in their work.
Notary actions
A notary may accept papers for storage with or without an inventory if there is a complete and reliable packaging. Then the envelope is stamped and signed by a specialist. After that, the responsibility for safety is imposed on the notary. A notary may:
- To certify and fix the moment of delivery of papers for storage.
- Accept money, securities, tangible assets on deposit if there is no person to transfer them. In this case, the lender is LLC.
- Issue a certificate confirming the delivery of papers.
Definition of evidence
During the procedure of dismissing the director of the LLC, the head has the right to contact the notary to provide evidence produced by him for the safety of the relevant actions. For example, locking the cabinet with a key or transferring documents to other employees of the company can be done with a notary public.
This specialist can interrogate witnesses, examine paper and material evidence in order to establish the procedure for providing evidence to the parties. He sets the date and place of action, but if the parties do not appear, he determines the evidence without them.
The former director can resort to the services of a notary public when transferring cases, so that the fact of the presence of witnesses and participants of the LLC was additionally reliably documented. Ordinary employees can also give relevant evidence and confirm the procedure for dismissing the director of an LLC.
The head has the right to ask for an inspection of the office, valuables, documents, confirm their safety and testify the results by notarization. Issued documents on the provision of evidence in the event of a conflict will be considered by the court additionally.
If the founders are inactive
Founders find themselves in a difficult situation if, after the dismissal of the former leader, a new one was not appointed. They have only one month to find a suitable candidate. But if the owners are not looking for a new director, the former manager has the right to make his own dismissal without appointing a new one.
The law provides for 3 cases in which old data are excluded from the Unified State Register of Legal Entities. It:
- Acceptance of a new director.
- Liquidation of a company.
- Withdrawal of authority.
If the procedure for dismissing the director of the LLC of his own free will, but due to the fact that a new candidate has not been appointed, is excluded from the register by court decision.
Other reasons for dismissal
Other grounds on which the director may be dismissed include the following:
- The contract has expired. The charter shall indicate information on the period of completion of the contract with the director. Participants must notify the head of this at least 3 days before this date. If the work suits, then the owners of the company sign a new contract.
- If a separate agreement on this has been concluded between the founders and directors. This method is called the “soft dismissal” of the director of the LLC. “On their own will” this method of dismissal is not, but it allows you to carry out the procedure, which is necessary peacefully, while maintaining normal relations with the head. Especially if the director has established good business contact with partners. Otherwise, this may result in the loss of part of customers.
- At the initiative of the founders. The basis for this may be an excess of authority, an unfair attitude to duties, actions that entailed damage to property and so on.
- If the property was transferred to other owners. You need to understand what the change of founders means, since the owner of the property assets is the company, not the founders. Thus, when the owners change, the transfer of ownership is carried out to 3 persons.
- Suspension from bankruptcy. In this case, the head is removed from office, and management is carried out by his deputy.
- Liquidation. In this case, the director must notify employees at least 2 months before the designated procedure. He is removed from office after a liquidation committee is elected.
If the director dismisses the founder
The founder has the right to terminate the employment contract with the director. The grounds for this are provided for in articles 81, 83 and 278 of the Labor Code. This issue is being resolved at a general meeting of company owners. This is stated in paragraphs. 4 p. 2 Art. 33 of Law No. 14-FZ.
If they say goodbye to the leader on the grounds of paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, or no fault was found on his part, then before making the dismissal of the director of the LLC, he is paid compensation, the amount of which must be at least 3 times the monthly earnings. This is stated in Art. 279 of the Labor Code of the Russian Federation.
At the same time, the director has the right to appeal the motives for his dismissal in court, since it cannot be said that the employer is not limited by any rules to dismiss this employee, despite the vague wording of paragraph 2 of Art. 278 of the Labor Code of the Russian Federation. But at the same time, dismissal without specifying specific reasons is allowed. Then it is mandatory accompanied by a compensation payment.
Termination of the contract on the basis of paragraphs. 7-7.1 of Article 81 of the Labor Code of the Russian Federation is carried out on the basis of the items listed in it. The Decree of the Armed Forces of the Russian Federation No. 2 explains that designated persons can be fired as a result of theft, receiving a bribe or other selfish actions, not even directly related to work.
Compensation payment
According to the rules of dismissing the director of an LLC of his own free will, he is entitled to compensation. The exact amount depends on a number of reasons. These include the following:
- Terms and conditions of an employment contract.
- The circumstances of the dismissal. Of course, in the presence of the fault of the head, bonuses are not paid.
- Additional agreements that were concluded between the parties.
In addition, the following factors are taken into account in the calculation:
- Spent time period in the company.
- The time remaining until the expiration of the employment contract.
- The amount of money that he would have received while continuing to work in the company.
- Additional costs incurred for early dismissal.
- When paying compensation, personal income tax is not charged. The amount should have the size of the average salary for three months.
Even if the condition on payment of compensation is not prescribed in the employment contract, this does not mean that the organization does not have to pay it. If the director has not committed unlawful actions, then the owners must pay him the due amount. Otherwise, the dismissed director has the right to go to court to receive the money due to him.
Responsibility
After the director of the LLC leaves his job, he finally succeeded on his own will, under appropriate circumstances, he may be held liable or criminally liable.
In the first case, liability arises if it is proved that damage was caused during the management of the company, the director authorized the wrongful expenses or lost the corresponding benefit. For this purpose, any founder has the right to appeal to the arbitration court.
Responsibility of the second type occurs when there is evidence that the director has committed unlawful actions. Then the punishment is determined by the court under the article of the Criminal Code.
Thus, the dismissal does not relieve the director of the LLC liability in the event of:
- Damage to property due to unlawful actions.
- Losses or expenses that are too high due to unlawful actions.
They apply to the court to recover money. Moreover, the amount has no restrictions, since this person is responsible for all property (in addition to personal belongings and the home where he lives). If the statute of limitations expires, the former leader will be relieved of liability. The standard terms apply when brought to administrative or criminal liability. In administrative cases, a term of 2 months to 1 year is provided, and in criminal cases from 2 to 15 years, depending on the gravity of the act.
Separately, it should be said about the dismissal of the director of the company in bankruptcy. The head is not responsible for the debts of the LLC, and among the founders it is limited to shares in the authorized capital and common property. However, if the fact that such a position of the company was due to the director’s actions is proved, he will have to bear subsidiary liability.
Conclusion
The article provides a sample of the dismissal of the director of the LLC on their own. This procedure lasts at least 1 month, during which the head carries out development. Its employer is the founder or the meeting of the founders, if there are several. The director signs the order of dismissal with his own hand. If the dismissed director believes that he was treated unfairly, for example, did not pay compensation, he has the right to go to court. In addition, through the judicial authority, he has the right to demand reinstatement in the workplace.