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General director of the company. General Director of LLC

General director of the company. General Director of LLC


Any company pays great attention to personnel selection. This is very important point, after all A large part of the success of an enterprise depends on the work and qualifications of employees.

But even when the team contains only professionals, it will be difficult for them to succeed if there is no worthy leader. It must be selected as responsibly as possible.

Dear readers! Our articles talk about standard methods solutions to legal issues, but each case is unique.

If you want to know how to solve exactly your problem - contact the online consultant on the right or call free consultation:

What guides the director?

For an official appointed by the General Director, it is provided a number of rules and responsibilities. The highest rank, which includes the CEO, is called presidential.

This position gives a person a huge number of privileges and powers, but also requires the fulfillment of certain responsibilities, without which the enterprise will not be able to develop and prosper. Activities under the leadership of the general director must always be carried out exclusively within the framework of the law of the country.

Violation of these rules, even by a person in such a high position, is illegal.

CEO must be guided by job descriptions, the Code, the company's Charter and the employment contract, which is drawn up not only for ordinary employees, but also for key persons.

The provisions contained in the job responsibilities of the head of the LLC should be aimed at increasing the financial and economic, as well as production and economic benefits of the company.

All important documents that concern the general director are not compiled by the director himself, but board of founders of a legal entity. It is this body that is able to appoint and remove a leader from office. Chief Director must obey the founders of the LLC.

All rights and obligations of the manager are specified in the relevant acts and regulations. At the same time, the CEO must understand that By signing the contract, he fully agrees with all the features of his future work.

Often the general director has to work, so you shouldn’t count on a standard working day. But the manager also has a huge number of assistants, including all other representatives of the top echelon of the company’s board. This should include executive director, chief accountant, etc.

The regulations always include an acting general director. during periods of his absence. Most often, this is a deputy, who must be an employee of the LLC and must hold a leadership position.

By temporarily assuming the position of general director, he fully assumes the latter’s obligations, including responsibility for the prosperity and well-being of the company.

After the director is selected by the LLC Board, the responsible persons must complete the papers required by law. It is mandatory to draw up appointment protocol, an employment agreement is concluded with the new manager, an order for his assumption of office is signed and a notification is sent to the tax office about the change of management.

There is no one for the CEO standard sample, so this document drawn up in any form.

You can find out how to prepare an order for the appointment of a general director.

General requirements

In order to occupy such a high position, it is necessary have certain qualities:

  1. For such positions they hire able-bodied individuals who have appropriate education. Persons with higher economic or legal education are suitable for LLCs.
  2. A high position can be held by a person with a special profession that related to the company's activities.
  3. The important point is work experience which must be at least 5 years in a management role.
  4. A prerequisite is PC fluency and office equipment.
  5. The head of the company must understand the area in which the LLC operates and be aware of all market nuances to be able to manage resources wisely.

All responsibilities assigned to the Chief Director must be specified in the job description. Who draws up and approves such a document is obviously the Board of Directors. It is important for the Board to find a person who will work for the benefit of the company and correctly carry out the assigned tasks.

The exception is the case when the general director is sole founder companies. He determines the need for a job description himself.

In order for a manager to lead a company to success, he must have some personal qualities:

  1. The head of the board must have systems thinking to easily overcome all difficulties;
  2. He needs to be able to make decisions quickly, since often there is no time to think;
  3. A prerequisite for the chief director is creative thinking , since in some cases it is the absence of template actions that leads to real success;
  4. The leader must be result-oriented, but at the same time it is normal to endure losses and be capable of introspection.

The director must remember that there is no limit to perfection, and self-development will not be superfluous.

Job description

A job description is drawn up for each position, and the question of whether the CEO needs it should not arise. It is absolutely necessary, including for the deputy director. But in the latter case the specifics of the work will be narrower, which is necessarily reflected in the document. The main features of the instructions for the deputy are subordination to the general director.

The deputy is considered one of the managers, and he can be fired or hired only the head of the company.

Despite the fact that the job description is drawn up in free form, in this document Several important points must be present:

  • First of all, it is necessary to indicate that the general director is financially responsible, therefore, having caused damage to the company, he will have to pay a certain amount. All losses that arise due to incorrect actions of the manager, are reimbursed in full, as prescribed in the Civil Code norms.
  • Head of Management bears criminal liability. This is often associated with economic crimes, for which you can receive a hefty fine or imprisonment for up to 12 years, depending on the severity of the crime.
  • Administrative violations may occur both for the LLC as a whole and for the general director personally. The size of the fine depends on the complexity of the situation. For example, if an enterprise operates without the required documents and licenses, you can pay up to 5,000 to the treasury, and for violating the rules fire safety the fine will be 30,000 rubles.

The only type of liability that does not concern the general director is tax.

The head of the board is not the subject of a tax offense. Most often the punishment here is Chief Accountant organizations.

Director's responsibilities

In order for a company to prosper, it must be led by a person who is well suited for his position. The presence of certain qualities, both professional and human, plays a very important role for the CEO. All responsibilities that concern the general director are spelled out in special documents.

The task of the enterprise manager is:

  • Development and approval , service instructions and providing the organization with personnel;
  • Regulation interactions between different departments of the company;
  • Participation in the development of documents, including for the legal operation of the enterprise, for example, to obtain a license;
  • If necessary, the head of management can shift part of his functional responsibilities to other directors or heads of departments. However, the CEO still has the option control activities subordinates and make important decisions regarding adjustments to their work;
  • The manager must ensure that the LLC is provided with the property necessary for its quality functioning. In addition, the CEO monitors safety and integrity of enterprise facilities.

The most important decisions regarding the company's work are made by the Board of Directors.

Here at the head there is an opportunity to express your authoritative opinion, but this will not be the last word. The final verdict on the case is made by the Council, and the general manager must ensure that the decisions are carried out by the responsible persons.

In addition, the general director controls execution job responsibilities and standards by LLC employees. If the need arises, he can take measures to eliminate shortcomings, including incompetent employees, who interfere with the normal progress of the company.

Exactly on behalf of the general director, LLC affairs are conducted in court. His task is to organize the work of the accounting department and check the preparation of all tax reports. The head of the board must monitor the process of compliance with legality in the work of the Company.

CEO must be able to manage the enterprise efficiently. Only with competently organized work will the company develop and prosper.

The general manager must organize the work of employees so that their actions are cohesive and effective.

This applies to every company structure. A good head of a company must be able to manage both the economic and financial spheres.

Rights and powers

The general director has many responsibilities aimed at improving the operation of the enterprise, but he also has many powers:

  • Rights and responsibilities allow the manager represent the interests of LLC both in public and private authorities without special powers of attorney.
  • The director has the right sign absolutely all company documents, including those compiled by him personally.
  • The head of management can open an account with financial institutions, conclude and cancel contracts, execute powers of attorney and manage company finances.
  • The powers include hiring and layoffs.
  • The manager can impose financial liability for those who are guilty, and also to encourage those who have achieved positive result at work.

CEO cannot independently make decisions that are not within his competence, but his right is to bring such a question to a general meeting.

Here is a sample job description for a CEO.

The above instructions can be easily modified for the position of Director of Sales and General Affairs.

Representatives of such high rank have many responsibilities that must be fully observed. Therefore, before trying on such a position, you should assess your strengths adequately. The general director must be responsible for his every action and try to work only within the law, because he is an example for all his subordinates.

Watch the video about job descriptions:

Policy regarding the processing of personal data

1. Terms and accepted abbreviations

1. Personal data (PD) – any information relating to a directly or indirectly identified or identifiable individual (PD subject).

2. Processing of personal data - any action (operation) or set of actions (operations) performed using automation tools or without the use of such means with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data.

3. Automated processing of personal data – processing of personal data using computer technology.

4. Personal data information system (PDIS) – a set of personal data contained in databases and ensuring their processing information technologies and technical means.

5. Personal data made publicly available by the subject of personal data is PD, access to which is provided by an unlimited number of persons by the subject of personal data or at his request.

6. Blocking of personal data – temporary cessation of processing of personal data (except for cases where processing is necessary to clarify personal data).

7. Destruction of personal data - actions as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which the material media of personal data are destroyed.

8. A cookie is a piece of data that is automatically placed on your computer's hard drive each time you visit a website. Thus, a cookie is a browser's unique identifier for a website. Cookies make it possible to store information on a server and help you navigate the web more easily, as well as allow you to analyze the site and evaluate the results. Most web browsers allow cookies, but you can change your settings to refuse cookies or to track cookies. However, some resources may not work correctly if cookies are disabled in the browser.

9. Web tags. On certain web pages or emails, the Operator may use common Internet “web tagging” technology (also known as “tags” or “fine GIF technology”). Web tags help analyze the performance of websites, for example by measuring the number of visitors to a site or the number of “clicks” made on key positions on a site page.

10. Operator - an organization that, independently or jointly with other persons, organizes and (or) carries out the processing of personal data, as well as determines the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data.

11. User – Internet user.

12. The site is a web resource https://lc-dv.ru, owned by the Limited Liability Company "Legal Center"

2. General provisions

1. This Policy regarding the processing of personal data (hereinafter referred to as the Policy) is drawn up in accordance with paragraph 2 of Article 18.1 of the Federal Law “On Personal Data” No. 152-FZ of July 27, 2006, as well as other regulations Russian Federation in the field of protection and processing of personal data and applies to all personal data that the Operator may receive from the User while using the Site on the Internet.

2. The operator ensures the protection of processed personal data from unauthorized access and disclosure, misuse or loss in accordance with the requirements of the Federal Law of July 27, 2006 No. 152-FZ “On Personal Data”.

3. The operator has the right to make changes to this Policy. When changes are made, the date is indicated in the title of the Policy last update editors. The new version of the Policy comes into force from the moment it is posted on the website, unless otherwise provided by the new version of the Policy.

3. Principles of processing personal data

1. The processing of personal data by the Operator is carried out on the basis of the following principles:

2. legality and fair basis;

3. limiting the processing of personal data to the achievement of specific, predetermined and legitimate purposes;

4. preventing the processing of personal data incompatible with the purposes of collecting personal data;

5. preventing the merging of databases containing personal data, the processing of which is carried out for purposes incompatible with each other;

6. processing only those personal data that meet the purposes of their processing;

7. compliance of the content and volume of processed personal data with the stated purposes of processing;

8. preventing the processing of personal data that is excessive in relation to the stated purposes of their processing;

9. ensuring the accuracy, sufficiency and relevance of personal data in relation to the purposes of processing personal data;

10. destruction or depersonalization of personal data upon achieving the goals of their processing or in the event of loss of the need to achieve these goals, if it is impossible for the Operator to eliminate the violations of personal data, unless otherwise provided by federal law.

4. Processing of personal data

1. Obtaining PD.

1. All PD should be obtained from the subject of the PD himself. If the subject's PD can only be obtained from a third party, then the subject must be notified of this or consent must be obtained from him.

2. The operator must inform the PD subject about the purposes, intended sources and methods of obtaining PD, the nature of the PD to be received, the list of actions with PD, the period during which the consent is valid and the procedure for its revocation, as well as the consequences of the refusal of the PD subject to give written agreement to receive them.

3. Documents containing PD are created by receiving PD via the Internet from the PD subject during his use of the Site.

2. The operator processes personal data if at least one of the following conditions is present:

1. Processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;

2. Processing of personal data is necessary to achieve the goals provided for by an international treaty of the Russian Federation or law, to implement and fulfill the functions, powers and responsibilities assigned by the legislation of the Russian Federation to the operator;

3. Processing of personal data is necessary for the administration of justice, execution of a judicial act, act of another body or official, subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings;

4. Processing of personal data is necessary for the execution of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as for concluding an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be a beneficiary or guarantor;

5. Processing of personal data is necessary to exercise the rights and legitimate interests of the operator or third parties or to achieve socially significant goals, provided that the rights and freedoms of the subject of personal data are not violated;

6. Processing of personal data is carried out, access to an unlimited number of persons is provided by the subject of personal data or at his request (hereinafter referred to as publicly available personal data);

7. The processing of personal data subject to publication or mandatory disclosure in accordance with federal law is carried out.

3. The operator may process PD for the following purposes:

1. increasing the PD subject’s awareness of the Operator’s products and services;

2. concluding agreements with the subject of personal data and their execution;

3. informing the subject of personal data about news and offers of the Operator;

4. identification of the subject of personal data on the Site;

5. ensuring compliance with laws and other regulations in the field of personal data.

1. Individuals who are in civil legal relations with the Operator;

2. Individuals who are Users of the Site;

5. PD processed by the Operator is data received from Users of the Site.

6. Personal data is processed:

1. – using automation tools;

2. – without the use of automation tools.

7. Storage of PD.

1. PD of subjects can be received, undergo further processing and transferred for storage both on paper and in electronic form.

2. PD recorded on paper is stored in locked cabinets or in locked rooms with limited access rights.

3. PD of subjects processed using automation tools in for different purposes, are stored in different folders.

4. It is not allowed to store and place documents containing PD in open electronic catalogs(file sharing services) in ISPD.

5. PD is stored in a form that allows the identification of the PD subject for no longer than required by the purposes of their processing, and they are subject to destruction upon achievement of the purposes of processing or in the event of the loss of the need to achieve them.

8. Destruction of PD.

1. The destruction of documents (media) containing personal data is carried out by burning, crushing (grinding), chemical decomposition, transformation into a shapeless mass or powder. A shredder can be used to destroy paper documents.

2. PD on electronic media destroyed by erasing or formatting the media.

3. The fact of destruction of PD is documented by an act of destruction of media.

9. Transfer of PD.

1. The operator transfers PD to third parties in the following cases:
– the subject has expressed his consent to such actions;
– the transfer is provided for by Russian or other applicable legislation within the framework of the procedure established by law.

2. List of persons to whom PD is transferred.

Third parties to whom PD is transferred:
The Operator transfers the PD to Legal Center LLC (located at: Khabarovsk, 680020, Gamarnika St., 72, office 301) for the purposes specified in clause 4.3 of this policy. The operator entrusts the processing of PD to Legal Center LLC with the consent of the PD subject, unless otherwise provided by federal law, on the basis of an agreement concluded with these persons. Legal Center LLC processes personal data on behalf of the Operator and is required to comply with the principles and rules for processing personal data provided for by Federal Law-152.

5. Protection of personal data

1.According to requirements regulatory documents The operator has created a personal data protection system (PDS), consisting of legal, organizational and technical protection.

2. Subsystem legal protection is a set of legal, organizational, administrative and regulatory documents that ensure the creation, operation and improvement of the SZPD.

3. The subsystem of organizational protection includes the organization of the management structure of the CPPD, the permitting system, and the protection of information when working with employees, partners and third parties.

4. The technical protection subsystem includes a set of technical, software, software and hardware tools that ensure PD protection.

5. The main PD protection measures used by the Operator are:

1. Appointment of a person responsible for PD processing, who organizes PD processing, training and instruction, internal control over compliance by the institution and its employees with PD protection requirements.

2. Identification of current threats to the security of personal data when they are processed in ISPD and the development of measures and measures to protect personal data.

3. Development of a policy regarding the processing of personal data.

4. Establishing rules for access to personal data processed in the ISPD, as well as ensuring registration and accounting of all actions performed with personal data in the ISPD.

5. Establishment of individual access passwords for employees information system in accordance with their production responsibilities.

6. Application of information security measures passed in in the prescribed manner conformity assessment procedure.

7. Certified antivirus software with regularly updated databases.

8. Compliance with conditions ensuring the safety of personal data and excluding unauthorized access to them.

9. Detection of facts of unauthorized access to personal data and taking measures.

10. Restoration of personal data modified or destroyed due to unauthorized access to it.

11. Training of the Operator’s employees directly involved in the processing of personal data in the provisions of the legislation of the Russian Federation on personal data, including requirements for the protection of personal data, documents defining the Operator’s policy regarding the processing of personal data, local acts on the processing of personal data.

12. Implementation of internal control and audit.

6. Basic rights of the subject of personal data and obligations of the Operator

1. Basic rights of the subject of personal data.

The subject has the right to access his personal data and the following information:

1. confirmation of the fact of processing of PD by the Operator;

2. legal basis and purposes of PD processing;

3. goals and methods of PD processing used by the Operator;

4. name and location of the Operator, information about persons (except for the Operator’s employees) who have access to PD or to whom PD may be disclosed on the basis of an agreement with the Operator or on the basis of federal law;

5. terms of processing of personal data, including periods of their storage;

6. the procedure for the exercise by the subject of personal data of the rights provided for by this Federal Law;

7. name or surname, first name, patronymic and address of the person processing PD on behalf of the Operator, if the processing has been or will be assigned to such a person;

8. contacting the Operator and sending him requests;

9. appealing the actions or inaction of the Operator.

10. The Site user may at any time withdraw his consent to the processing of PD by sending an email to the following email address: [email protected], or by sending a written notification to the address: 680020, Khabarovsk, st. Gamarnika, house 72, office 301

eleven. . After receiving such a message, the processing of the User's PD will be stopped and his PD will be deleted, except in cases where processing can be continued in accordance with the law.

12. Responsibilities of the Operator.

The operator is obliged:

1. when collecting PD, provide information about PD processing;

2. in cases where the PD was not received from the subject of the PD, notify the subject;

3. if the subject refuses to provide PD, the consequences of such refusal are explained to the subject;

5. take the necessary legal, organizational and technical measures or ensure their adoption to protect PD from unauthorized or accidental access to it, destruction, modification, blocking, copying, provision, distribution of PD, as well as from other unlawful actions in relation to PD;

6. provide responses to requests and appeals from subjects of personal data, their representatives and the authorized body for the protection of the rights of subjects of personal data.

7. Features of processing and protection of data collected using the Internet

1. There are two main ways in which the Operator receives data via the Internet:

1. Providing PD by PD subjects by filling out the Site forms;

2. Automatically collected information.

The operator can collect and process information that is not PD:

3. information about the interests of Users on the Site based on the entered search queries users of the Site about services and goods sold and offered for sale in order to provide up-to-date information to Users when using the Site, as well as generalization and analysis of information about which sections of the Site, services, products are in greatest demand among Site Users;

4. processing and storing search queries of Site Users for the purpose of summarizing and creating statistics on the use of sections of the Site.

2. The Operator automatically receives certain types of information obtained during the interaction of Users with the Site, correspondence via e-mail and so on. It's about about technologies and services such as cookies, Web tags, as well as User applications and tools.

3. At the same time, Web tags, cookies and other monitoring technologies do not make it possible to automatically receive PD. If the Site User at his own discretion provides his PD, for example, when filling out a form feedback, then only then are processes launched to automatically collect detailed information for the convenience of using the Site and/or to improve interaction with Users.

8. Final provisions

1. This Policy is a local regulatory act of the Operator.

2. This Policy is publicly available. The public availability of this Policy is ensured by publication on the Operator’s Website.

3. This Policy may be revised in any of the following cases:

1. when the legislation of the Russian Federation in the field of processing and protection of personal data changes;

2. in cases of receiving instructions from the competent government authorities to eliminate inconsistencies affecting the scope of the Policy

3. by decision of the Operator;

4. when the purposes and terms of PD processing change;

5. when changing organizational structure, structure of information and/or telecommunication systems (or introduction of new ones);

6. when using new technologies for processing and protecting personal data (including transmission, storage);

7. when there is a need to change the process of processing personal data related to the activities of the Operator.

4. In case of failure to comply with the provisions of this Policy, the Company and its employees are liable in accordance with current legislation Russian Federation.

5. Monitoring of compliance with the requirements of this Policy is carried out by persons responsible for organizing the processing of Company Data, as well as for the security of personal data.

The liability of the general director of an LLC for the debts of the enterprise is a sore point for any manager. The main danger is unpaid taxes, especially if malicious intent is found in this offense. The article discusses issues of responsibility of the head of the enterprise to government agencies and LLC participants, as well as cases of liability of the participants themselves for the debts of the enterprise.

Powers of the General Director of the LLC

The election of the sole executive body (namely, it is more correct to call the head of the enterprise) is carried out by the general meeting of participants of the LLC or its board of directors. In an agreement concluded between the society and the elected individual executive body(EIO), the procedure for interaction, powers and responsibilities of the manager are prescribed. In addition to the agreement, the parties are also guided by the Charter of the company.

The charter, contract and internal regulations can greatly limit the powers of the individual executive body, obliging it to agree on the terms individual species transactions with the board of directors or general meeting of participants. To a certain extent, this makes the life of the head of the enterprise easier, since it relieves him of some responsibility in the event of negative results for society from management decisions.

In general, clause 3 of Art. 40 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ defines the functionality of the individual sole proprietorship as follows:

  • represents the interests of the organization before third parties and government agencies;
  • makes deals;
  • resolves personnel issues and signs relevant documents;
  • acts without a power of attorney, but has the right to issue a power of attorney to any representative of the organization;
  • exercises those powers that do not apply to other management bodies of the company.

Find out how to write a job description for a CEO.

Thus, the general director is responsible for all activities of the enterprise. Next, let's look at which one.

What is the responsibility of the sole executive body and for what?

Depending on what offense the manager can be punished for and how severe the punishment will be, the following types of liability can be distinguished:

  • civil law;
  • administrative;
  • criminal

Members of the company can legally recover from the director of the enterprise appointed by them if they are received as a result of decisions of the sole executive body that were not agreed upon by the board of directors or the general meeting of participants. But this can only be done if the company’s charter or agreement with the manager provides for such approval.

Administrative liability may arise as a result of violations of labor legislation, including for violation of deadlines for payment of wages (clause 6 of Article 5.27 of the Code of Administrative Offenses), for distortion of reporting and, as a consequence, understatement of taxes (Article 15.11 of the Code of Administrative Offenses). If the violation is considered administrative, a fine or warning will usually be imposed.

What frightens managers most is criminal liability. It may occur due to:

  • debts on wages(Article 145.1 of the Criminal Code of the Russian Federation);
  • tax debts (we’ll look at it in more detail later in the article);
  • debts to other creditors (Article 177 of the Criminal Code of the Russian Federation)
  • losses of the enterprise if they see malicious intent in the manager’s actions (for example, creditors or company members can charge an individual executive organization under Article 159 of the Criminal Code of the Russian Federation for fraudulent actions).

Criminal liability entails a fine or imprisonment, as well as a ban on holding certain positions.

Criminal liability for tax evasion and its statute of limitations

The Criminal Code provides for the liability of the director for non-payment of taxes, as well as for committing other crimes in the field of economic activity. All variants of such crimes are spelled out in Chapter. 22 of the Criminal Code of the Russian Federation. Among others, tax crimes were noted:

  • tax evasion (Article 199 of the Criminal Code of the Russian Federation);
  • evasion of the duties of a tax agent (Article 199.1 of the Criminal Code of the Russian Federation);
  • concealment of sources for the collection of taxes and fees (Article 199.2 of the Criminal Code of the Russian Federation).

What liability does a director face for failure to pay insurance premiums in 2017? Read.

If criminal intent has not been proven when committing an offense or this happened for the first time, and all requirements tax authorities paid, then the official cannot be held criminally liable.

The resolution of the Plenum of the Supreme Court of the Russian Federation “On the practice of courts in applying criminal legislation on liability for tax crimes” dated December 28, 2006 No. 64 explains that even if taxes were paid, but later than the due date, criminal liability may still arise (clause 3) . The same paragraph indicates the moment of commission of a crime - the actual failure to pay taxes within the period established by law. It is from this date that the statute of limitations for criminal prosecution will be calculated.

The limitation period is specified in paragraph 1 of Art. 78 of the Criminal Code of the Russian Federation. Based on the determination of the severity of tax crimes, the terms will be:

  • the crime described in paragraph 1 of Art. 199 and paragraph 1 of Art. 199.1 of the Criminal Code of the Russian Federation - 2 years;
  • crime described in Art. 199.2 of the Criminal Code of the Russian Federation - 6 years;
  • the crime described in paragraph 2 of Art. 199 and paragraph 2 of Art. 199.1 of the Criminal Code of the Russian Federation - 10 years.

Are LLC members responsible for debts? Let's study this issue further.

Responsibility of the founder and participants of the LLC

It is necessary to separate the concept of founder and participant of a limited liability company. The person (or persons) who decided to create a legal entity is its founder. At the time of registration of the enterprise, the founder becomes a member of the company.

Clause 6 of Art. 11 of Law 14-FZ indicates that the founder (or founders) of the company bears joint liability until the state registration of the organization. Responsibility then passes to the new society.

And in paragraph 1 of Art. 87 of the Civil Code of the Russian Federation states that company participants bear the risk of losses only in an amount not exceeding the value of their share in the authorized capital. This provision does not prevent another participant from filing a lawsuit against one of the participants if the first does not act in the interests of society. As a result, the participant may be expelled from the society. Such a decision was made, for example, by the determination Supreme Court RF dated 02/01/2017 No. 305-ES16-19566.

The responsibility of the individual executive organization, as well as other management bodies, is prescribed in Art. 44 of Law 14-FZ. The law obliges these bodies to perform their duties conscientiously and reasonably.

According to paragraph 5 of Art. 44 of Law 14-FZ, either the company itself or its participant(s) can sue the director or other management body. At the same time, the burden of proving the management body’s dishonest attitude towards its powers lies with the one who files the claim. This is stated in the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation “On some issues of compensation for losses by persons included in the bodies of a legal entity” dated July 30, 2013 No. 62.

What is subsidiary liability of the director and participants of the company?

The concept of subsidiary liability is disclosed in Art. 399 of the Civil Code of the Russian Federation. This is the so-called additional liability of persons other than the main debtor. In relation to corporate issues, subsidiary liability implies the responsibility of persons controlling the activities of an enterprise in the event that the company is unable to pay off its debts on its own.

The subsidiary liability of the director for the debts of the LLC arises as a result of the recognition that it was his actions that led to the losses of the enterprise.

Contrary to the provisions of Art. 87 of the Civil Code of the Russian Federation, in the event of bankruptcy of an enterprise, other participants who influenced the activities of the person bear subsidiary liability to the creditors of the enterprise. This rule is prescribed in paragraph 3 of Art. 3 of Law 14-FZ. In paragraph 4 of Art. 10 of the Law “On Insolvency (Bankruptcy)” dated October 26, 2002 No. 127-FZ, cases are recorded when liability for the debts of an enterprise is assigned to controlling persons.

The director of an LLC, members of the collegial executive body, and members of the company may be brought to subsidiary liability by the court at the claim of the bankruptcy trustee.

On June 28, 2017, Law No. 488-FZ dated December 28, 2016 came into force, which amends the Law “On LLC” regarding the liability of organization participants. The additions concern the period after the liquidation of the company. Now the law clarifies that after making an entry in the Unified State Register of Legal Entities about the exclusion of an enterprise from the register, it is necessary to be guided by the norms of the Civil Code in order to hold former participants of the organization accountable.

At what point does one become liable with one’s own property for the company’s debts?

According to Art. 56 Civil Code of the Russian Federation entity is liable for debts with all his property.

It must be borne in mind that concealment of property in order to create obstacles to the collection of taxes may lead to criminal liability of officials in accordance with Art. 199.2 of the Criminal Code of the Russian Federation.

As noted above, if the property of a legal entity is insufficient to repay obligations to creditors and when the company is at the stage of bankruptcy, the participants and other persons are subject to subsidiary liability. In this case, if, by a court decision, the amount of debts must be collected from such persons into the general bankruptcy estate (Clause 8, Article 10 of Law 127-FZ), the procedure described in Art. 69 of the Law “On Enforcement Proceedings” dated October 2, 2007 No. 229-FZ. In Art. 79 of this law lists the property that cannot be foreclosed on. Such property includes:

  • the only housing and land plot under him;
  • personal belongings, excluding luxury items;
  • items for professional activities;
  • other property described in Art. 446 Code of Civil Procedure of the Russian Federation.

Some founders, to reduce their risks, hire nominee directors, actually managing the organization themselves.

Read about how to formalize a decision to appoint a director in the article.

Such a measure does not always allow a member of society to evade responsibility. Let's consider what risks the business owner bears in this case.

Does appointing a nominee director reduce the founder's risks?

In the case of obvious management of the organization by the owner, and not by the director, the member of the company himself may be brought to criminal liability. For example, paragraph 2 of the letter of the Federal Tax Service of the Russian Federation dated April 17, 2017 No. SA-4-7/7288@ refers to a criminal case in which the owner of the enterprise was held accountable for non-payment of taxes. As part of the criminal investigation, it was established that it was on behalf of the owner that the company evaded paying taxes, rented out tax reporting, containing false indicators.

In the letter of the Federal Tax Service of the Russian Federation dated July 25, 2013 No. AS-4-2/13622, which contains the criteria for an organization to be included in the list for on-site inspections, there is a clause about nominal managers and founders (clause 1.2, clause 1 from the list of cases).

In addition, clause 1.4 of the letter of the Federal Tax Service of the Russian Federation dated October 8, 2015 No. GD-4-14/17525@ provides a case of refusal to state registration an enterprise whose general director has been appointed by the founder as a nominee.

Results

The main criterion for imposing liability for the debts of an enterprise on officials, company members or other persons controlling the activities is dishonesty and unreasonableness in making management decisions. If the court recognizes the relationship between the decisions of such persons and the losses or bankruptcy of the enterprise, an obligation arises to repay debts to creditors, including at the expense of one’s property.

Job description general director stands apart among job descriptions other specialists. For example, how to describe the job responsibilities of the CEO if he leads and controls the entire organization. In the given sample job description for the general director, we tried to describe the universal functionality of the manager and made a detailed section regulating his powers.

Job description of the General Director (JSC)

1. General Provisions

1.1. The General Director manages the production, economic and financial-economic activities of the Company in accordance with the current legislation of the Russian Federation within the powers granted to him by the regulatory legal acts of the Russian Federation, the Charter of the Company, internal regulatory documents of the Company, the employment contract and this Job Description, bearing full responsibility for consequences of decisions made, safety and efficient use the Company's property, as well as the financial and economic results of its activities.
1.2. The General Director of the Company reports directly to the general meeting of shareholders and the Board of Directors of the Company.
1.3. During the absence of the General Director of the organization, his official duties are performed by an employee of the Company appointed by order, belonging to the category of managers.
1.4. The General Director is guided in his activities by:
- legislative acts of the Russian Federation;
- Charter of the Company, Internal Labor Regulations, others regulations companies;
- decisions of the general meeting of shareholders and the Board of Directors of the Company;
- this job description.

2. Job responsibilities of the General Director

The General Director performs the following duties:
2.1. Manages the financial and economic activities of the Company, ensures that the Company fulfills the tasks assigned to it, organizes the work and effective interaction of all structural divisions Society.
2.2. Ensures compliance with the law in the activities of the Company, fulfillment of all licensing requirements when carrying out the activities of the Company in accordance with the legislation of the Russian Federation, organizes the preparation of relevant documents and the implementation of all necessary actions to obtain (renew) a license to carry out the statutory activities of the Company.
2.3. Ensures that the Company fulfills all obligations to the federal, regional and local budgets, state extra-budgetary social funds, as well as customers and creditors.
2.4. Organizes the development and implementation of the latest progressive forms of management and labor organization, scientifically based standards of material, financial and labor costs, studying market conditions and best practices (domestic and foreign) in order to fully improve technical level and quality of work (services), economic efficiency production of works and services), rational use of production reserves and economical use of all types of resources.
2.5. Resolves issues related to the financial, economic and business activities of the organization, within the limits of the rights granted to him by law, delegates certain areas of activity to other officials of the Company.
2.6. Ensures and controls the implementation of decisions of the general meeting of shareholders, the Board of Directors of the Company, provision of information, reporting on the activities of the Company and explanations on issues of management of the activities of the Company to the general meeting of shareholders, the Board of Directors and auditors of the Company.
2.7. Organizes provision of the Company with all necessary material and technical conditions for its activities.
2.8. Ensures the safety of property and material assets belonging to the Company; protection of the Company's property interests in court, arbitration, government and administrative bodies.
2.9. Organizes work to provide the Company with qualified personnel, rational use their professional knowledge and experience, conducting certification and training of employees.
2.10. Organizes development and approves staffing table Company, job descriptions for Company employees.
2.11. Organizes the maintenance of accounting records, all forms of reporting, office work and archives of the Company, ensures the maintenance of proper accounting and preparation of reporting provided for by the current legislation of the Russian Federation, organizes everything necessary work on the implementation of internal control in the Company.
2.12. Organizes and controls the fulfillment by the Company’s employees of their official duties, the requirements of the legislation of the Russian Federation and the Company’s internal regulations, takes measures to eliminate violations and shortcomings in the work of employees.
2.13. Performs other executive and administrative duties regarding the operational and economic activities of the Company.

3. Rights of the general director

The General Director has the right:
3.1. Draw up and sign documents related to his level of competence.
3.2. Represent the interests of the Company without a power of attorney in relations with government bodies, third-party organizations and institutions.
3.3. Conclude and terminate on behalf of the Company any types of contracts, including labor contracts.
3.4. Open all types of Company accounts in banks.
3.5. Approve the Company's staffing schedule, internal labor regulations and other internal documents of the Company.
3.6. Dispose of property and in cash Society.
3.7. Issue powers of attorney.
3.8. Hire and fire employees of the Company.
3.9. Encourage and hold the Company's employees to disciplinary and financial liability.
3.10. In accordance with the legislation of the Russian Federation, determine the system, forms and amount of remuneration and material incentives for the Company’s employees.
3.11. Submit issues related to his activities and beyond his competence for consideration general meeting shareholders and the Board of Directors of the Company in the manner determined by the legislation of the Russian Federation and the Charter of the Company.
3.12. Make decisions within your competence.

4. Responsibility of the General Director

The General Director is responsible:
4.1. For failure to perform and/or untimely, negligent performance of one’s official duties.
4.2. For losses caused to the Company by his guilty actions (inaction) in the process of performing his functions and duties provided for by this job description.
4.3. For disclosure of information containing official and commercial secrets.
4.4. For failure to comply with job descriptions by subordinate employees, for their failure to comply with internal labor regulations, safety regulations, labor protection, fire protection and other internal regulatory documents of the Company.

Since 2017, the liability of the general director of an LLC has been established by special regulations, including internal ones, and is applied in accordance with their standards. The position of a manager is one of the key ones in an enterprise; as a rule, not only the promotion of the business, but also the reputation of the company as a whole depends on the competence and professionalism of the general director, so failure to fulfill his duties can lead to serious losses.

In accordance with current legislation, failure to perform or improper performance of duties by the general director entails bringing the latter to legal liability. Depending on the severity and nature of the offense committed, liability can be administrative, financial or even criminal. Bringing to responsibility, as well as its assignment, is carried out in accordance with the norms of substantive and procedural law.

The article provides information about the peculiarities of bringing the general director of an LLC to justice, as well as circumstances that may serve as the basis for imposing punishment provided for by such legislative acts as the Code of Administrative Offenses, the Labor Code of the Russian Federation, the Criminal Code of the Russian Federation, and the Civil Code of the Russian Federation.

Financial liability: grounds, characteristics

According to the Law “On LLC”, developed to regulate the activities of a limited liability company, the general director is the sole executive body of the company and, accordingly, has the right to act on its behalf and in its interests.

In accordance with standards civil legislation The head of an LLC whose actions caused financial losses in the enterprise is obliged to compensate for the losses caused to him.

The main conditions for holding the general director to financial responsibility are:

  1. presence of guilt;

Guilt is inalienable structural component elements of the offense. Proof of its existence, as a rule, is the fact that the actions of the director performed during the performance of official duties were unreasonable and dishonest, while the latter clearly understood that such conduct of business was associated with certain risks and could lead to material losses.

  1. the presence of a connection between the actions of the manager and the adverse consequences in the form of losses.

In order to hold the head of an LLC accountable, it is necessary to prove that as a result of his decisions the company suffered damage. As a rule, documents related to the case (reporting documentation, agreements, contracts, etc.) are used as means of proof.

When considering issues related to holding the general director financially liable, one should take into account the fact that entrepreneurial activity itself is associated with risks, so financial losses are not always a consequence of unreasonable management. Some paragraphs of the plenary resolution “On some issues of compensation for losses” are devoted to detailing this aspect.

Moreover, if as a result of the proceedings it is proven that the cause of the damage was the unreasonable actions of not only the head of the company, but also its founders, or other representatives of the administrative level, joint and several liability is applied to these persons.

Arbitrage practice

The basis for imposing punishment on a manager is his performance of actions that can be characterized as dishonest and unreasonable.

As judicial practice shows, when interpreting these terms, additional questions often arise, so courts prefer to focus on the goals of the organization and whether the operations performed corresponded to the objectives. In other words, to decide the issue, the judge must determine whether these actions were required to achieve the company's original goals or whether there were other safer ways to achieve them.

In assessing the legality of the general director’s personnel policy, the courts take as a basis customary business practices, the scale of the enterprise and other factors that are relevant to the consideration of the case.

As an example, we can cite a case where the general director was forcibly demanded of funds paid by the organization as severance pay to wrongfully dismissed employees.

In another case, the court ruled to recover from the manager the amount of damage caused to the LLC by his employees. The judge justified such a decision by the fact that the director did not sufficiently control the enterprise’s employees, which caused adverse consequences.

As for the limits of applicable liability, in accordance with the plenum of the Armed Forces of the Russian Federation, they are established in accordance with the requirements of the same regulatory legal acts that served as the basis for imposing punishment. IN in this case Articles of the Labor Code of the Russian Federation are relevant, in particular Art. 277, Civil Code of the Russian Federation, as well as Federal Law No. 14.

Note! The basis for holding the general director liable can be either unreasonable action or inaction. The procedure for claiming funds necessary to cover damage is carried out in accordance with the norms of procedural acts of lawmaking. Disputes of this kind belong to the category of corporate ones; accordingly, their consideration falls within the competence of arbitration courts.

The courts have repeatedly classified an unauthorized increase by a manager in his own salary as unreasonable actions. Actions of this kind are predominantly qualified as causing losses to the organization, the obligation to compensate for which falls on the guilty party. In this case, this is the manager himself.

Holding a director accountable is also relevant in bankruptcy cases. For example, for sending an unfounded bankruptcy petition to the court.

Administrative responsibility

In addition to financial liability, which involves compensation for damage caused, the head of an LLC may also be held administratively liable. Administrative liability occurs in the event of committing offenses provided for by the Code of Administrative Offences. As a rule, it is expressed in the form of imposition of penalties, the amount of which depends on the severity and nature of the offense.

According to Art. 2.1 of the Code of Administrative Offenses, bringing an organization to administrative responsibility is not a basis for exempting its leader from punishment. If the persons guilty of committing an offense are identified, appropriate punishment is applied to them. When considering issues of this kind, it is recommended to use the resolution of the plenum of the Supreme Council No. 5 “On some issues...”, dated May 24, 2005.

Important! Analysis of these sources gives reason to believe that in the event of the occurrence of the circumstances presented in the Code of Administrative Offenses, the law allows for the possibility of choosing responsible person. Punishment can be imposed on both the organization and the official who is its leader. Moreover, a legal entity and an individual may be held liable at the same time.

Responsibility of the manager established by labor legislation

Material liability of the General Director of the LLC is established by the Labor Code of the Russian Federation. According to the provisions of this regulatory legal act, the manager is obliged to compensate for losses incurred by the enterprise as a result of his unlawful or unreasonable actions. The possibility of collecting funds from the general director is provided for in paragraphs 277 of Article of the Labor Code of the Russian Federation.

Note! The financial liability of the general director comes by force of law, that is, its application is not affected by the presence or absence of such a clause in employment contract, nor the fact of the conclusion additional agreement about financial responsibility.

Liability provided for by the Criminal Code of the Russian Federation

The most serious violations of the law entail the imposition of punishment provided for by the Criminal Code of the Russian Federation. Offenses, the commission of which is fraught with criminal punishment, must have all the characteristics of a crime. Moreover, to attract this type of legal liability, all components of the crime must be present. Particular attention during the investigation is paid to subjective side crime, namely the presence of guilt.

As judicial practice shows, most often enterprise managers are punished for committing economic crimes, namely:

  • obtaining a loan through illegal means. This refers to the use of false documents, misuse of credit funds, providing false information in order to obtain a loan;
  • promoting deliberate bankruptcy;
  • violations of tax legislation, in particular tax evasion. It does not matter whether the manager performed these actions independently or whether another person did it under his pressure. In the second case, punishment threatens both the general director and the direct executor;
  • evasion of duties of a tax agent.

If the general director of an LLC evades taxes in several organizations of which he is the head, the punishment is imposed taking into account the rules of the totality of crimes.

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