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What does an order to terminate the powers of the general director look like? What you need to know. Order to dismiss the director of an LLC at his own request

What does an order to terminate the powers of the general director look like? What you need to know. Order to dismiss the director of an LLC at his own request

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Let us consider the features of specific variants of such an order.

Order to dismiss the director of an LLC at his own request

Like all employees, the director of an LLC can resign himself. However, he needs to be guided not only by the usual norms of the Labor Code of the Russian Federation, but also by special ones that relate only to the activities of management employees. In particular, the owner (founder) must notify the owner (founder) about this at least a month in advance.

The order for dismissal at the director’s own request must indicate the following:

  • the basis for dismissal is a statement from the director addressed to the owner (general meeting);
  • reference to labor legislation - in in this case on Part 3 of Art. 77 Labor Code of the Russian Federation.

You can download the Order on the dismissal of the director of an LLC at your own request.

Order from the CEO to fire himself

If the general director and the founder are the same person, employment contract may not be concluded with him, and the norms of Chapter 43 of the Labor Code of the Russian Federation do not apply to him. In this case, the manager is not required to comply with Art. 280 of the Labor Code of the Russian Federation, the notice period is one month, or even filing an application for dismissal.

The General Director, who is also the founder, will act as follows:

  1. as a founder, he issues a decision by which he resigns from his duties as a director;
  2. if an employment contract was concluded with him on behalf of the company, he additionally issues an order for his dismissal as a director, and if the contract was not concluded, then no order is required;
  3. again acting as founder, he appoints a new director and notifies tax authorities about the changes.

Download Order general director you can fire yourself

Order to dismiss the general director by decision of the founder

You can download the Order for the dismissal of the General Director by decision of the founder

Subtleties regarding the dismissal of a director

Does the CEO have the right to sign an order to dismiss himself?

In labor relations there are two parties - the employee and the employer. The organization itself acts as the employer, on behalf of which the sole executive agency. His powers are determined by law and the organization’s charter. This body is the head of the organization, regardless of what his position is called (director, general director, etc.).

Thus, even in the case when it comes to terminating an employment contract with the head of an organization, formalize Required documents(including the dismissal order) must be issued by the director himself, since he is the sole executive body until the moment when another person is appointed to this position. This follows both from the content of the labor and civil legislation, and from explanations of state executive authorities (in particular, letters

Who signs the order to dismiss the director of an LLC? This question is asked by everyone who is faced with a change or extension of powers of the head of an enterprise for the first time. In our article you will find a reasoned answer to it.

How are the powers of the person who signs the order for the dismissal of the general director regulated?

Although the head of an enterprise as an employee does not have a special status under the Labor Code of the Russian Federation, the head of an organization is still a specific position, since the granting or removal of the powers of the sole executive body of a legal entity occurs solely at the will of its founders. At the same time, the Law “On LLC” dated 02/08/1998 No. 14-FZ gives the general director the right to sign any documents related to the economic activities of the entrusted enterprise.

Find out more about the procedure for changing a director in the article.

This means that the general director has the right to sign an order regarding his resignation, subject to the general procedure for changing a manager. But with its power, the meeting of the founders of the LLC can appoint another employee or participant in the company - the one who signs the order for the dismissal of the director, which must be mentioned in the decision to remove powers. In addition, termination of such an employment contract can be formalized by the decision itself without drawing up an order.

In the work book of the general director, both the personnel order and the minutes of the meeting (decision) of the LLC participants are allowed to be used as a basis for dismissal.

The resignation of the head of the enterprise is carried out on the grounds specified in Art. 77, 81, 83, 278 Labor Code of the Russian Federation. When dismissing on his own initiative, unlike other employees, the general director is obliged to notify the founders of his decision one month in advance. The corresponding personnel order can be drawn up according to the following model:

The signatory in this case will be either the director himself, or one of the founders, or another employee of the organization appointed by the meeting of LLC participants.

IMPORTANT! After the departure of the CEO, a new leader should be appointed immediately. Although the LLC legislation does not provide for such an obligation, it also does not provide for the possibility of conducting business activities without a sole executive body.

Results

The dismissal of the head of an organization is a procedure that can be carried out without drawing up a personnel order. But if it is available, the signatory can be either the general director himself or a person appointed by the owners of the enterprise.

The founder of the company decided to dismiss the general director early. Now everything needs to be arranged correctly. Before terminating the employment contract, the founder’s decision on termination of the director’s powers should be drawn up. We present to our readers a sample from 2018.

Only the owner can fire a director

Whoever hires an employee can fire him. In the case of the general director, this rule applies strictly. Hiring the head of an organization is the prerogative of the property owner. Also, the issue of dismissal of the director is within the competence of the founders.

Appointment to the position of general director relates to the powers of the owners of the enterprise's property. If the organization has a single founder, then the appointment to the position is formalized by his decision to appoint a general director.
If there are several owners, then a protocol is drawn up.

So, in order to terminate an employment contract with the head of an enterprise, you need a decision from the owner of the organization’s property. In limited liability companies, such a decision is formalized (subparagraph 4, paragraph 2, article 33 of the Federal Law of 02/08/1998 No. 14-FZ):

  • decision if the company has one owner;
  • minutes of the general meeting of participants, if there are several owners.

IN joint stock companies the decision to change the director is made general meeting shareholders or board of directors (clause 3 of article 69 of the Federal Law of December 26, 1995 No. 208-FZ).

Especially for readers of the portal, our experts have prepared a completed sample of the founder’s decision on the early termination of the director’s powers.

You can also fill out an example of a decision to terminate the powers of a director.

After the decision is approved, an order must be issued

When the decision to terminate the powers of the former manager is approved by the owner, you need to proceed to issuing an order to dismiss the director. In practice, most organizations use the unified form No. T-8, approved by Decree of the State Statistics Committee of Russia dated January 5, 2004 No. 1. However, it is not forbidden to use a form of dismissal order developed independently. The main thing is that it contains all the necessary details.

Based on the order, a notice of dismissal must be made in the work book of the former director.

The dismissal of the general director at his own request is a more complex procedure compared to the termination of the employment relationship between an ordinary employee and the organization. Our article discusses all the most important nuances process of dismissal of the CEO.

Dismissal of the general director of an LLC at his own request

The general director of a limited liability company acts as its sole executive body (Clause 1, Article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ).

The functions of the employer in relation to the general director of the LLC are assigned to the general meeting of participants (subclause 4, clause 2, article 33 of Law No. 14-FZ). Therefore, the application for the dismissal of the director is written to:

  • sole participant of the LLC;
  • chairman of the general meeting of participants.

The decision to terminate the employment relationship with the general director of a legal entity is made at an extraordinary meeting of LLC participants, which the resigning director himself is authorized to initiate (clauses 1-2 of Article 35 of Law No. 14-FZ).

Important! Unlike other employees, the head of a legal entity must notify the employer in writing of his intention to resign at least 1 month in advance (Article 280 Labor Code RF dated December 30, 2001 No. 197-FZ).

Moreover, this period is established regardless of the duration of the employment contract with the general director of the organization, including in short-term labor relations (letter of Rostrud dated March 6, 2013 No. PG/1063-6-1).

If the resignation letter is sent by mail, then the date of notification to the employer is considered to be the date of receipt of the letter (a note about this will appear in the notice of delivery), and not the date of its sending (see the appeal ruling of the Belgorod Regional Court dated June 26, 2012 in case No. 33- 1744).

However, properly sent notice may not always be delivered or received by the addressee. It is recommended to resolve this situation by going to court.

The procedure for voluntarily dismissal of a CEO

The standard procedure is as follows:

  1. Notification to LLC participants:
    • Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a list of attachments and notifications of delivery (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this seems to be one of the most reliable and simplest.
    • The notice must indicate the date, time and address of the meeting, the agenda (in this case, the dismissal of the general director of the organization, but at the same time the issue of appointing a new manager may also be included). Copies of the general director’s statement of resignation at his own request should also be attached to the notice.
    • The aforementioned letters must be sent to the addresses of all LLC participants. They are taken from an extract from the Unified State Register of Legal Entities or the register of LLC participants. If the addresses in the named sources do not match, it is necessary to send notifications to each of them.
  2. Holding a meeting of LLC participants. Based on its results, a decision is made to dismiss the general director, which is entered into the minutes.
  3. Issuance of an order for the dismissal of the general director of the LLC based on the minutes of the general meeting.
  4. Making settlements with a dismissed employee, making an entry in his work book.
  5. Notification of the Federal Tax Service about the dismissal of the director.

If LLC participants ignore the director’s resignation letter

Taking into account what is enshrined in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC do not have the right to refuse the general director to accept his application for dismissal and subsequent termination of employment relations.

Important! In this case, an extraordinary meeting is not held to agree on the possibility of dismissing the general director at his own request, but in order to comply with what is provided for in Art. 280 Labor Code of the Russian Federation and sub. 4 p. 2 tbsp. 33 of Law No. 14-FZ dismissal regulations.

The most common expression of dishonesty on the part of the employer is the disregard by all participants of the LLC or one of them to participate in the extraordinary general meeting, which can be expressed, among other things, in the unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.

In such cases, after the expiration of the required month, the director of the LLC who wishes to resign is recommended to file a lawsuit to challenge the inaction of the founder (founders) and a demand for voluntary dismissal. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court dated June 13, 2012 in case No. 33-1718).

Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice period for dismissal has expired, the employee has the right to stop performing his labor functions, regardless of whether the employer complies with the regulations for terminating the employment contract or not.

In this case, a statement of claim of appropriate content served on one of the founders may be recognized as a proper confirmation of the employee’s will (see the appeal ruling of the Perm Regional Court dated 08/05/2013 in case No. 33-7154).

Notification of tax and extra-budgetary funds about the dismissal of a director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about changes in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date of such changes (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ ABOUT state registration legal entities And individual entrepreneurs" dated 08.08.2001 No. 129-FZ) by filling out and sending form R14001, approved by order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6/25@.

Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So for now new CEO The LLC has not been appointed, a message about the termination of the powers of a particular individual must be sent to the tax office (see sheet K of Appendix 6 to Order No. ММВ-7-6/25@).

Based on practice, tax authorities are extremely rarely ready to accept an application from a resigned head of an organization to exclude him from the Unified State Register of Legal Entities as a person entitled to act on behalf of the organization without a power of attorney. The refusal of the Federal Tax Service to register changes is usually explained by the fact that the specified form P14001 cannot be signed by the former manager, since in fact his powers have been terminated, although information about him is still contained in the Unified State Register of Legal Entities (see the decision of the Supreme Arbitration Court of the Russian Federation “On recognition as inactive...” dated May 29, 2006 No. 2817/06).

At the same time, there is also law enforcement practice, according to which courts quite often oblige the Federal Tax Service to exclude from the Unified State Register of Legal Entities information about the former general director of an organization upon his application. They proceed from the fact that the inability to submit an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy a person’s legal requirement (for example, the resolution of the 19th AAS dated 03/02/2016 in case No. A36-4738/ 2015).

The obligation to notify extra-budgetary funds, Rosstat and other government agencies in the manner of interdepartmental interaction is assigned to the Federal Tax Service.

Sample letter of resignation of the general director

In its structure, the resignation letter on behalf of the general director is absolutely identical to the statements that all other employees write in similar cases.

The application for dismissal of the general director assumes the following content:

  • addressee: the body of the legal entity that entered into an employment contract with the director (this could be the founder, the general meeting of participants, etc.);
  • position, surname, name, patronymic of the applicant;
  • a request for the applicant’s dismissal from his position, indicating a specific date of dismissal;
  • date of application;
  • signature of the applicant with transcript.

Date of dismissal of the director. Actions that must be taken before it occurs.

The CEO's last day of work may be:

  • The date indicated by the director in the application, with which the participants/participant of the LLC agreed;
  • The date on which 1 month expires from the date of the CEO’s notice of his dismissal. This date can be used, in particular, in the case where the director did not indicate the date of dismissal in the application. The starting point is the day following the day the employer is notified of the upcoming dismissal.
  • Another date determined by agreement of the parties.

Note! If the participants/sole participant of the LLC decide to dismiss the director before the date specified in the application without the consent of the director, despite the fact that there are no guilty actions on the part of the latter, the basis for dismissal will be the decision of the owner. In accordance with Art. 278 of the Labor Code of the Russian Federation, in this case the director is paid compensation.

The retiring director must:

  • report on accountables cash(in the presence of).
  • transfer keys, seals, documents to the new director (founders) according to the acceptance certificate.

Sample order for the dismissal of the general director

An order for the dismissal of any employee is signed by the head of the employing legal entity. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and the sole executive body are the same person, the general director himself signs the order for his own dismissal (see letter of Rostrud dated March 11, 2009 No. 1143-TZ).

In a situation where the general director, due to certain circumstances, cannot independently sign an order (for example, due to temporary disability, etc.), a person authorized to sign orders can do this for him. The manager can transfer such powers by issuing a local act or issuing a power of attorney.

Note! Usually, to issue an order for the dismissal of the general director, they use the unified form T-8, approved by Decree of the State Statistics Committee of the Russian Federation dated January 5, 2004 No. 1. However, from October 1, 2013, this form became optional (see information from the Ministry of Finance of Russia “On the entry into force...” No. PZ- 10/2012). So the order can be issued in any form.

The order for the dismissal of the General Director (in a unified form) can be downloaded below:

Making an entry in the work book

An entry about dismissal is made in the work book, as a rule, by an authorized person (HR inspector). In the absence of one, the director can make the recording independently. In any case, you must comply with the instructions for filling work records, approved Resolution of the Ministry of Labor of Russia dated October 10, 2003 No. 69.

The entry should look like this:

Note! Abbreviations are not allowed in this case.

The entry will be certified by the signature of an authorized person and the seal of the organization (if any).

Dismissal of the general director by decision of the founder

The founder has the right to terminate the employment relationship with the head of the legal entity by his decision. Possible grounds are set out in Art. 81, 83, 278 Labor Code of the Russian Federation.

The issue of dismissal of the general director is submitted to the general meeting of the founders (participants) of the LLC (subclause 4, clause 2, article 33 of Law No. 14-FZ).

Upon dismissal of the general director on the grounds of clause 2 of Art. 278 of the Labor Code of the Russian Federation, if no guilty actions have been identified on his part, he is paid compensation in the amount of at least 3 times the average monthly earnings (Article 279 of the Labor Code of the Russian Federation).

Important! The dismissed employee has the right to appeal in court the reasons for his own dismissal presented by the founder, since the wording of the norm in paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated November 1, 2007 No. 56-B07-15).

At the same time, the dismissal of an employee under clause 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally permissible. In this case, dismissal does not act as a measure of legal liability and is accompanied by mandatory payment of compensation (see the ruling of the Constitutional Court of the Russian Federation dated July 14, 2011 No. 1015-О-О).

Terminate the employment relationship with the general director on the grounds of paragraphs. 7-7.1 Art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these standards. The Plenum of the Armed Forces of the Russian Federation in its resolution dated March 17, 2004 No. 2 explains that the persons specified in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on this basis, including if it is established that they committed theft, received a bribe or other unlawful actions of a mercenary nature, even if they were not related to their work (clause 45 of Resolution No. 2).

Thus, the dismissal of the general director at his own request requires him to notify his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants of the LLC. The general director has the right to sign his own dismissal order.

Order to change the general director - sampleYou will find this document below - it can be represented by two orders related to each other. Let's see what they look like.

Why do you need an order to change the general director?

Changing the director of a company is a procedure that consists of two parts:

  • dismissal of the former director;
  • appointment of a new leader.

Moreover, both procedures fall under the jurisdiction of two independent branches of law - civil and labor:

  • In accordance with standards civil law established by the Civil Code of the Russian Federation and special regulations (for example, law dated 02/08/1998 No. 14-FZ “On LLC”), the powers of the previous director are removed and they are assigned to the new director. These procedures are formalized by the minutes of the meeting of owners or by decision sole founder. In this case, both procedures can be consolidated in one protocol (solution).
  • In accordance with standards labor law established by the Labor Code of the Russian Federation, the employment contract with the former head of the company is terminated and labor relations are established with the new director. These procedures are formalized by separate orders - on the dismissal and on the hiring of a director.

Thus, a single local normative act called an order to change the director Russian legislation not provided. Therefore, each of the orders - on the dismissal and hiring of a manager - can rightfully be called an order to change the director. Let's consider how they can be composed.

Order to change the director: document structure

The order for the dismissal of the current director is drawn up according to the unified form No. T-8. It is noteworthy that the dismissed director himself signs it, as well as puts a signature certifying the fact of familiarization with the document.

The order for the appointment of a new director is drawn up in form No. T-1. As in the case of document No. T-8, it is signed - both for the employee and for the employer - by the new director. Moreover, by that time he must have signed an employment contract with the organization. The employer will be a business company represented by its founder or the chairman of the meeting of owners.

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