Documents for changing the general director. How to change the director in an LLC: step-by-step instructions. Sheet B "Information about the founder - Russian legal entity"

• What grounds are required for dismissal? general director.
• What points must be fulfilled for the decision to be undeniable?
• What is the procedure for changing the general director of an LLC.
• Is it possible to change the CEO and founder at the same time?
• What difficulties might you encounter?

Many people find instructions for change of general director too complicated. Don't rush to conclusions. The main thing that should not be overlooked is the requirements for filling out documentation, as well as consistent adherence to the stages of the entire procedure.

Change of CEO: what reasons are needed?

Change of CEO - a procedure associated with significant difficulties for many employees of the organization, especially for those who occupy leadership positions. Ideally, it may have no consequences, but it is no less likely to be followed by global changes, layoffs, reassignments, changes in the structure of the organization, and much more. Even if none of this happens, there will still be a need to correct a lot of documentation, which will require a significant investment of time and effort. It is also worth considering the need for the procedure for making a corresponding entry in the Unified State Register Legal entities.

There can be a huge variety of reasons for the decision to change the CEO, ranging from dissatisfaction expressed by shareholders to simpler situations - for example, the desire of the person who held the position. this position, change his place of work due to relocation or the emergence of more acceptable terms of cooperation for him.

However, according to the law, it is permissible to indicate in the documentation only one of two reasons for changing the CEO:

• resignation letter, written by him personally, according to at will, submitted no later than a month before the expected day of dismissal;
• expiration of the employment contract.

This doesn't cover everything possible options. For example, the CEO may die or become incapacitated due to health problems. However, within the framework of this article, more standard options will be considered.

• Dismissal of the general director at his own request: registration procedure

Could you be fired in the near future: a checklist to check

The editors of the General Director magazine reviewed the 6 reasons why general directors are fired most often and compiled a checklist based on them.

Check the boxes next to the items you agree with. Then click the button below the table and get the result and recommendations.

Grounds for dismissal of the general director

1. Dismissal at your own request. In this case, we are talking about the personal initiative of the general director, who, for some reason, decided to resign from his position. He only needs to write a letter of resignation and notify management about his decision in advance;
2. Dismissal at the initiative of the founders. The founders of the organization have the right to dismiss the general director even without any objective reasons for this. There are some restrictions - for example, it is prohibited to fire this employee if he is on sick leave or on vacation. In addition, monetary compensation in the amount of three monthly salaries is provided;
3. Change of owner of the organization's property. It is allowed to change the general director by decision of the owner, but this process takes a long time - three months;
4. A gross violation of current legislation. The Labor Code stipulates that the general director of an organization can be dismissed if it is proven that through his actions he committed or deliberately contributed to a violation of current legislation. At the same time, there is no clear list of such violations, but only quality characteristic- “rude”;
5. Causing great damage to the enterprise. According to the labor code, there are all grounds for the dismissal of the general director if it is proven that his actions caused significant damage to the organization: both material and simply negatively affecting the health of employees;
6. Enterprise bankruptcy. If the organization is in a bind financial situation, and the bankruptcy procedure has actually begun, then the position of the general director is abolished, and his place is taken by a person or group of persons appointed from outside;
7. Liquidation of LLC. The law provides that in the event of an organization's closure, its general director is automatically dismissed;
8. Other reasons. The list of grounds for termination of a contract can be expanded by any other situations if they are provided for in the employment contract.

It is a common practice for the CEO to be fired along with the rest of the employees. This does not take into account how successful the results of his activities in this position were.

How to make a decision to change the CEO: 5 main steps

To correctly carry out the procedure for replacing the general director within the organization, it is necessary to convene a constituent meeting in order to prepare a resolution on the termination of this person’s duties as a director.

In order to make a decision in accordance with the official procedure, it is necessary to formalize minutes of the meeting. To confirm its authenticity, the seal of the organization and the signatures of the participants are required.

After signing the minutes by all participants of the meeting, it is necessary to fill out form P14001, in which the applicant must be the new general director or one of his predecessors. At the same stage, a form sheet is filled out - this is done in the name of the new manager.

The procedure will not be considered completed if one of the participants makes a mistake by indicating in the application information that in some way does not coincide with that contained in the Unified State Register of Legal Entities. This situation is possible intentionally, but most often occurs, for example, due to the fact that the previous general director changed the data in the passport, and this is not reflected in the relevant documents.

Then you should draw up an order for the dismissal of the general director of the organization. This document must contain any of the following: the number of the minutes of the meeting, the reasons why the person is being fired, his personal statement of voluntary resignation from the position.

At the end of these procedures, the general director himself, or the person to whom the founders have given the necessary powers, signs the generated order.

All the steps described must be followed, even if the organization has only one founder, otherwise the decision will not have legislative force.

Externally, the procedure for replacing a general director resembles a regular dismissal, but differs in a number of nuances. The departure of an employee is not associated with any bureaucratic excesses, but the old manager will finally leave the organization only when appropriate changes are made to the Unified State Register of Legal Entities that are relevant to the current state of affairs. So in this case, you cannot do without a state registrar.

In addition, the organization cannot officially continue to exist without a person in the position of leader, so a new general director should be appointed in advance. But this procedure may even simplify further actions, because now he himself has the authority to carry out the necessary registrations.

However, this is not at all necessary. Nothing prevents the CEO from leaving his responsibilities, and everyone’s decision legal issues provide it to another person with sufficient competence and appropriate position.

CEO speaks

Lev Gordon, General Director of the Aqua-Style group of companies, Moscow

It's rare for a company to change its CEO because of work differences. Much more often in such situations, personal motives prevail. In reality, there are few people who would leave a place where they coped with work responsibilities, knew everyone, knew inside and out all the nuances of doing business, received stable income and where they invested a lot of effort for the success of the organization. No prospects, in fact, will lure you into someone else’s company, in which it is still unknown how everything will turn out. As a rule, the main, and sometimes the only, reason for leaving is a disagreement with one of the owners.

The conflict between the CEO and the owner is what is behind most of these dismissals. It will not benefit any organization if there is a change of person in such a high position. On the contrary, temporary disagreements are acceptable because they promote lively discussion and compromise decisions. Although there are situations when it is too late to look for common ground, and voluntary dismissal is the only possible solution.

Owners are often quite dismissive of changing the company's CEO. There is a widespread belief among them that there are many professionals in their field - and this is indeed the case when you try to find a new similar position - the competition is enormous. But this does not mean that any specialist will be able to prove himself effectively in this place. It is very difficult to find just such a person with whom you will not only find a relationship, but will also be satisfied with the results of his work within your organization.

The practitioner tells

Elena Malysheva, lawyer, managing partner of the Law Firm "Advocat-alliance", Moscow

The procedure for dismissing a manager is clearly stated in the legislation. No charter or agreement within an organization provides the ability to fundamentally regulate such relationships. In order to terminate the contract, the general director must notify his superiors in writing one month in advance. This procedure is provided for in Article 280 Labor Code Russian Federation.

Such legislative frameworks can often confuse the owner, because the activities of the general director are often scheduled for many months in advance, and if you have a major meeting or business meeting with one of the most influential partners, after the dismissal of the general director, you will find yourself in confusion. When you appoint an employee to his post, you understand perfectly well that a newcomer will need a lot of time to get used to his duties, and the selection of a suitable candidate should not be done in a hurry, since this important decision requires a deep analysis of the positive and negative aspects.

The best compromise in this case would be to establish in advance the position of Deputy General Director and appoint trustee, whose duties will include performing the duties of a manager in the event of his absence. This way, you will be prepared for the unexpected, and you will have someone on staff who can shoulder the burden of responsibility as a manager.

• Disqualification of a manager: grounds and examples from judicial practice

Procedure for changing the general director of an LLC: instructions

To date, simplified schemes have been developed for changing the leadership of an organization.

Registration of changes in the register of legal entities is carried out in this sequence:

• collecting and processing documents, drawing up minutes of the meeting containing the decision to change the general director, filling out form P14001;
• innings necessary documents to the relevant authority for registration;
• obtaining ready documents from the tax service;
• registration of a new bank card taking into account the changes;
• generating new electronic key access to the account.

During these procedures, the general director is exempt from paying state duty in any amount.

Preparation of documents for the change of general director

The list of necessary information for changing the general director is formed from the following documents:

• application written in form P14001;
• an extract from the Unified State Register of Legal Entities, made no earlier than five days in advance. To quickly provide such an extract, a procedure is provided for its receipt by a notary using the Internet. However, this is not always practiced and not by everyone, so you should not rely on chance, but it is better to clarify this circumstance in advance;
• certificate of state registration organizations;
• a document (minutes or decision) that confirms the powers of the general director;
• order on the assumption of office by the general director;
• certificate of registration provided by the tax office;
• employment contract with the general director;
• General Director's passport.

This list may vary depending on circumstances and change over time. You should not rely on any available materials or electronic resources, but it is best to seek advice from a notary.

Several stages of document preparation

Stage 1. In order to officially register necessary information about the general director in the Unified State Register of Legal Entities, first of all, it is necessary to prepare the relevant documents.

As mentioned earlier, the organization holds a meeting where the prospects for changing the general director are discussed. The finished protocol is signed by the participants. If there is only one founder, then he himself draws up the decision. From a legal point of view, this document is not required to be completed, and there are no strict rules for submitting it to the appropriate authorities. Of course, it is always much better to play it safe and secure everything you need, but it is also acceptable to simply ask a local lawyer in advance about what exactly such a procedure requires in your region.

Stage 2. The next step is to submit an application to the tax office, written in form P14001.

You should carefully fill out the application and double-check what you have written, because even the slightest mistake will not be accepted for consideration.

You don't have to use the entire form - it's not necessary. It is acceptable if you take the first three sheets of this application and add to them: Sheet B from the old version of form P14001, which contains information about the new director, or Sheets Z from the new version of this form, filled out for the old director. In the second case, the new director, please note - it is necessary to tick the boxes correctly: first of all, those that notify about the assignment of powers for him, and about their termination - for his predecessor.

As when filling out any other document, it is better for the applicant to avoid the appearance of empty fields in the P14001 form. If you have information that can be used to fill out, enter it, and if not, put dashes. This is justified from a security point of view, since it will insure you against a situation in which someone decides to add some information to this document.

Pay attention to the address. It is filled out only according to the standards established by the Russian Address Classifier.

Number the document, and only those sheets on which you entered some information. You don't need empty, unfilled parts - this is, in this case, extra paper.

Stage 3. Take this document to the notary. He will certify the sheets and sew them together. Under no circumstances do this yourself before visiting him - this is a mistake.

Stage 4 Please note that everything should be done quickly enough, since the permissible period for submitting an application for registration is three days from the moment the decision to change the general director was approved. This date is indicated in the protocol, and try to comply with the established time frame, since the law provides for a fine for those who are late by at least a day. Today this amount is 5,000 rubles, but it may change in accordance with the emergence of new standards.

However, if you delay your visit to the notary, this does not mean that you are obliged to pay a fine, since, as mentioned earlier, there are no rules requiring you to provide the minutes of the meeting or the founder’s decision to the registration authority. So, legally, there is every reason to consider the starting date to be the one from which the three-day report begins - the moment of your visit to the notary, recorded by him on form P14001.

The procedure for submitting and receiving documents to the Federal Tax Service

There is no single rule that establishes the person who must act as an applicant. According to some sources, this role should be taken over by the former CEO, and based on others, it is logical to conclude that this person is new manager. However, you should not rely on freedom of choice, since each region may resolve this issue based on its own rules, so make sure to clarify such nuances in advance.

As an alternative, it is possible to contact a notary, who will himself send the documents submitted to you via the Internet for registration. in electronic format. This will significantly reduce your efforts and time, but this service available only for an additional fee.

After you submit the documents and finally complete the application, you will be given a receipt that will contain information about the organization, the applicant, and list all the documentation that you provided.

Documents receiving

There are no strict rules regarding who is eligible to receive documents, which must be provided after six working days from the date of application. You can issue a power of attorney to any person.

As a rule, a specific day is assigned to you in advance, and the best solution is to pick up the documents at the specified time. Otherwise, they will be sent to the legal address, which can cause a lot of additional complications.

As a result of all these manipulations with documents, you will receive a certificate, which will contain information that the information you provided has been entered into the Unified State Register of Legal Entities. First of all, carefully study the document for errors. If they are discovered, then notify the head of the department of documents on state registration, inform him of the necessary corrections - everything must be redone in the next week.

Bank notification

You do not need to notify all collaborating institutions of the change of director general, but mandatory notify the bank where accounts are opened for your organization.

Necessary provide documents to the bank, which confirm that there has been a change in the general director:

• certificate of the fact of making changes;
• extract from the Unified State Register of Legal Entities;
• decision or protocol on the appointment of a new director;
• order on the assumption of office of a new general director.

It happens that bank policy suggests that in order to verify the fact of a change in the general director, other documents and certificates are required. Among the things that you may be asked to provide: the main state registration number, the charter of the organization, a certificate of assignment of a TIN. Considering that each bank is independent from the others, you should ask its employees about the list of required documents.

The next stage is the certification of the bank card, on which the signature of the new general director is applied. For this procedure, you will again have to contact a notary, but often the banks themselves act as intermediaries in this operation, which saves your time.

Also, do not neglect the procedure for changing the key generated for a bank card, since, otherwise, the account is formally managed on behalf of the previous general director.

Pitfalls when changing the CEO

When exactly does the authority of the old general director terminate, and when does the authority of the new manager arise?

It is necessary to have a clear understanding of the stage at which the powers of the old general director end and when the new one fully begins his duties. Failure to understand this issue can lead to serious problems in the organization's activities.

At first glance, everything is quite simple. According to Article 84.1 of the Labor Code, the day on which the employee officially resigns is last day performance of work duties and, accordingly, possession of powers related to the position.

However, there may be nuances here due to the existence of Article 274 of the Labor Code. Based on it, a change of general director is officially made only on the day when the necessary entry is made in the Unified State Register of Legal Entities.

In this regard, there are several days, usually three, separating the official dismissal and entering information into the register. During this short period, the old director still has the right to exercise his powers, including signing documents, despite the fact that the contract with him has already been completed. But the actions taken by the new general director can be challenged, since they are not absolutely legal from the point of view of law.

Additionally, during the CEO succession process, there are several things to consider.

Powers of attorney issued by the General Director

During the process of changing the CEO, you need to Special attention pay attention to the issue of existing powers of attorney.

Case from practice. In the period preceding the entry of information into the Unified State Register of Legal Entities, the old general director issued a power of attorney in which he allowed a third party to enter into transactions on behalf of the organization.

Subsequently, when a new general director took office, the organization suffered significant losses due to the fact that the person who received the power of attorney, using it, entered into an unprofitable deal.

An attempt to win the case in court did not bring positive results. It was established that the power of attorney was concluded by the former manager, who at that time still retained his powers, and therefore the agreement was concluded on legally, and the claims against the defendant are unfounded.

No matter how friendly the dismissal of a former CEO was, you should never leave things to chance. Perhaps the former leader did not want to harm the organization, but simply turned out to be insufficiently prudent at some point. After his departure, a complete audit of the powers of attorney should be carried out using the journal containing their lists. Any documents whose contents even slightly confuse you are subject to revocation.

The law does not establish a procedure for revoking a power of attorney. However, you can do it by using mail. Send to the person in whose name the power of attorney is written, valuable letter, containing an inventory of the investment, with notification of the fact of revocation of the power of attorney.

Signature on bank cards

Considering that the personal signature on bank card changes at the last moment, the risk remains that the general director, who has not yet been completely removed, may use the account for his own needs before changes are made to the Unified State Register of Legal Entities. And although such a possibility is associated with a number of risks that, most likely, will deter him from such an act, it is still not a bad idea to insure yourself in this case.

As soon as the board of founders decides to appoint a new general director, he needs to notify the bank about this by sending them a copy of the document confirming his assumption of office. This is not a 100% guarantee of the safety of your organization’s funds, but if the case goes to court, the fact of such a notification may become the very argument that will tilt the decision in your favor.

It would not be amiss to recall that the most effective solution to avoid complications in such business matters- initially conclude an agreement that would take into account all the nuances, including those relating to the dismissal procedure and the circumstances of joining job responsibilities. A competent approach to drawing up this document will significantly save you time and effort.

• “Silent” disqualification of directors: how to protect yourself from it

Change of CEO and founder at the same time

In practice, the described cases are likely for no more than 1/5 of organizations, since, often, the founder himself appoints himself to the position of general director, which, of course, avoids many controversial situations.

If there are several participants, it is possible to exit or sell their share to others. The only exception is when there is only one founder, and then he cannot leave the organization until at least another participant joins it.

Changing the CEO is a process that requires appropriate knowledge for its competent and safe implementation. You should not try to arrange everything yourself necessary documentation, especially if the only founder in your organization changes. You will have to deal with the procedure for introducing a new participant, as well as deal with the renewal of the charter with the subsequent exit of the former leader. For questions like these, it’s best to contact qualified specialists conducting the registration.

In addition, it would not be superfluous for a manager to know the specifics of changing the general director and founder while carrying out these procedures at the same time.

1. Such decisions are made only at a general meeting of participants and must be documented using minutes.
2. In the application on form P14001, it is permissible to include information about the change of the general director and the withdrawal of the participant.
3. The completed form, as well as the participant’s application, must be submitted to the tax office no later than within the next three days.
4. In the event that the share of the withdrawing participant is subject to distribution, the corresponding protocol must be drawn up.

Otherwise, this process follows the standard procedures described above.

In 2016, new rules for changing the founder of an LLC came into force

Now the notary is required to certify:

• statement of the participant about the fact of leaving the organization;
• decision to increase authorized capital adopted by the general meeting of participants;
• the requirement of the withdrawing participant to the remaining participants to buy out his share.
• an offer to purchase a share by the remaining participant.

Change of CEO: timing of taking office

Considering all of the above, we should return again to the already mentioned paradox associated with the change of CEO. When, according to the law, is he vested with his powers? We have already spoken about the fact of entering new information into the Unified State Register of Legal Entities. Indeed, from this moment it is impossible to challenge the powers of the new leader, while the new one loses all his power. However, one should not assume that this is the final point to which one should focus. The fact is that there is no provision in the legislation that would say that documents of this kind come into force only after their state registration by the relevant body. In this regard, the very decision to appoint a new general director is a sufficient argument for his taking over. new position in all its powers.

As another argument in favor of this conclusion, one can cite the fact that the registration authority recognizes the powers of the manager who has assumed his duties already when submitting an application in the form of P14001, despite the fact that at that time the data on the changes have not yet been entered into the Unified State Register of Legal Entities.

It would not be amiss to remind you that when entering new information into this register related to the change of the general director, it is necessary to submit an application, which must be signed by a person who has the authority to act on behalf of the organization - that is, the director.

It is noteworthy that the Unified State Register of Legal Entities does not distinguish between old and new directors, since the statuses of both at that time are already confirmed using statements in the form P14001, a decision or a protocol, which contains information about the change of the general director of the organization.

This observation gives every reason to assert that in the described circumstances, the new general director is already considered from a legislative point of view as a manager with full powers, without any reservations or restrictions.

Information regarding the current General Director of the organization is contained in the Unified State Register of Legal Entities, and during the execution of any contracts, the other party is obliged to clarify the degree of competence of the person acting as the head of the company.

When management changes, the company is obliged to inform the tax authorities about this and make appropriate entries in the Unified State Register of Legal Entities.

In this instruction, our lawyers have tried to outline step-by-step the procedure for changing the General Director of an organization and registering these changes in the Unified State Register of Legal Entities.

This instruction almost does not affect the design personnel documentation within the enterprise.

Change of general director on a turnkey basis (including all expenses and submission of documents by proxy) - 9200 rub.

How to correctly change the General Director in an LLC?

Step 1. Decision-making by the general meeting or the sole participant of the Company. Make a protocol general meeting members of the company, or provide individually decision about replacing the manager. Two items should definitely be included in the “Agenda”:

1. Removal of powers from the former director and termination labor relations with him.
2. Assignment of authority to the new manager.

Example:

"1. Release Ivan Ivanovich Ivanov from his position as General Director of the Company.

2. Appoint Petrov Petrovich to the position of General Director of the Company.”

Step 2. Dismissal of the former director and preparation of documentation on the powers of the new director (execution of personnel documents).

It is important to take into account that even after the dismissal of the former manager, the powers of attorney issued by him do not cease to be valid on their own.

Step 3. Filling out an application in form P14001 and notarizing the authenticity of the signature of the new director on it.

It is better to check the necessary documents with the notary you plan to go to; usually the following are required:

• Passport of the new General Director
• certificates of TIN and OGRN of the company,
• LLC charter,
• decision to change the director.

Whether an extract from the Unified State Register of Legal Entities is needed or not - you need to check additionally with a notary. Sometimes an electronic one from the Federal Tax Service is enough, or a notary personally makes a request for data from the register.

Step 4. Making changes to the Unified State Register of Legal Entities.

Within 3 days (excluding weekends) from the date of approval of the decision or protocol, a certified application P14001 must be submitted to the registration authority (tax office). Failure to comply with the three-day period may result in penalties in accordance with Art. 14.25 Code of Administrative Offenses of the Russian Federation (5 thousand rubles).

What else can be included in the documentation package?

In accordance with paragraph 2 of Article 17 and paragraph 1 of Article 18 Federal Law dated August 8, 2001 N 129-FZ and clause 22 of the order of the Ministry of Finance of Russia dated September 30, 2016 N 169n, it is enough to submit an application to the registration authority in form P14001. But you need to be prepared for the fact that some Federal Tax Service Inspectors ask for a decision on changing the General Director. There is no need to pay state duty.

It is important to note: submission of documentation regarding changes in information about the executive body is carried out at the same time tax authority, where the LLC is registered. In large populated areas There are separate Federal Tax Service Inspectors performing these functions (in Moscow - MIFTS No. 46). The Federal Tax Service portal contains contact details of the Federal Tax Service Inspectors carrying out registration at different legal addresses.

Step 5. Receiving a tax slip Unified State Register of Legal Entities with changes.

The time for the procedure for changing a director is established by law and is 5 working days, not including the days of submitting and receiving documentation.

Step 6. Notification of the bank where the current account is opened about a change of manager.

They usually bring to the bank:

• decision and protocol on the change of director;
• Unified State Register of Legal Entities sheet;
• order on vesting powers of a new manager;
• a card with a sample signature of the new manager.

Frequently asked questions:

How to fill out form P14001 when changing the director?

Instructions and rules for filling out for state registration of changes (including P14001) were approved by Order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6/25@. Various situations of changing information about an LLC, which must be registered, require the use of only the sheets necessary for this.

The requirements are the same as for the application form P11001: only capital letters are used; data must be entered in black ink or typed in Courier New font, 18 pt; with printing strictly on one side of the sheet, etc. Get more detailed guide You can read the order of the Federal Tax Service.

Which sheets of P14001 are filled out when changing the General Director of an LLC?

In the most common situation, the following sheets are filled out:

• title page with information about the LLC;
• sheet K - page 1 (for the dismissed manager);
• sheet K - pages 1 and 2 (for the new director);
• sheet P - all 4 pages (information about the applicant).

Who applies for a change of director - the old or new director?

Information regarding the new director has not yet been entered into the Unified State Register of Legal Entities, and the former director has already lost his powers. What should I do?

Until recently, the former director could well have signed an application as a person registered in the Unified State Register of Legal Entities (letter of the Federal Tax Service dated October 26, 2004 N 09-0-10/4223). However, the decision of the Supreme Arbitration Court of the Russian Federation dated May 29, 2006 N 2817/06 abolished this possibility due to a contradiction with the Law “On LLC”.

The courts often emphasize that the former director’s powers are legally terminated with the approval of the decision made by the participants. This means that only the new manager is authorized to sign application P14001.

It is worth considering: the authenticity of the signature in the P14001 application is always certified by a notary and the signing of this document is carried out only in the presence of a notary.

Either the director himself or his representative can submit documents to the registration authority. notarized power of attorney. Options for submitting via digital signature or by post are possible.

If you still have any questions regarding self-registration change of director in an LLC or you want to place an order, you can use feedback service, write to us by email or just call.

Change of general director of LLC - a common situation that many companies encounter in the course of their activities. Regardless of the reasons for such a decision, the replacement of a manager must be carried out taking into account current legislation. This is explained by the fact that the general director is not just the managing person of the company, but also a person who represents it and can carry out many actions without a power of attorney.

In other words, the director is a sole body acting on behalf of the LLC in its interests. Information about this manager is reflected in the Unified State Register of Legal Entities, and when carrying out any transactions, partners must check the authority of this person. In the event of a change of general director, it is recommended to report this procedure to the Federal Tax Service, and then make changes to the Unified State Register of Legal Entities.

What to do if the director of the LLC changes? In what sequence is a manager replaced? What should you remember when organizing the process? Let's consider these points in detail.

Instructions for changing the director of an LLC: step by step

One of the main tasks in the process of replacing a manager is to eliminate “dual power,” when one general director has not yet resigned from his position and has the same powers, and an agreement has already been concluded with the second. Another situation that is no less dangerous is when one manager is fired and no one has yet been appointed in his place.

Let's look at step-by-step instructions on how to change the CEO:

1. Gathering of founders, holding a meeting and preparing minutes. In the case of a single participant, his decision to change the director is sufficient. During the meeting, the following issues are considered:

• Dismissal of the old manager and termination of the employment agreement with him.
• Selecting a new general director and appointing him to the position.

1. Dismissal of the previous manager and hiring of a new manager. It is worth considering that the powers of attorney issued by the old director continue to be valid for some time, which allows the company to continue normal activities during the transition period.
2. Entering data into an application drawn up in form P14001 followed by contacting a notary (certification of the document is mandatory). The notary requires two certificates (OGRN and TIN), a decision on the appointment of a new manager, as well as the charter of the company. Some notaries require a “fresh” extract from the Unified State Register of Legal Entities (it is recommended to clarify this point in advance). In addition, during the registration process there may be enough electronic statement from the Federal Tax Service website, which the notary downloads independently, but sometimes a paper version is also needed. These nuances should be clarified before submitting documents.
3. Registration of changes in the Unified State Register of Legal Entities. There are three days to complete this work from the moment a positive decision is received at the general meeting. In this case, you need to fill out an application in form P14001 and submit it to the Federal Tax Service. If you “exit” the required 3-day period, you can run into penalties in the amount of 5,000 rubles.

What documents are needed by the tax service, besides P14001? If you carefully study the regulations, only one document (application) is specified in it. Practice shows that the Federal Tax Service may require additional documents, including an order to change the director and appoint a new manager. An important fact is that there is no need to pay state duty.

Documents are submitted to the Federal Tax Service where the company was registered. If the company operates in big city, it is worth looking for a registration inspection. Information on this issue can be found on the Federal Tax Service resource at the legal address of the company.

1. Receiving from the tax service a sheet of the Unified State Register of Legal Entities confirming the changes in the register about the new manager. The time for changing general directors is established at the legislative level and is five working days (excluding the days when papers are submitted and received).
2. Notification financial institution about a change of director. To solve this problem, it is worth transferring some papers to the bank where the current account is registered - a sheet of the Unified State Register of Legal Entities, a protocol on replacing the head (the founder’s decision), an order of appointment, as well as a card with the signature of the new general director.

If your current account is connected to online banking, you will have to generate a new digital signature.

How to enter data into form P14001 when changing the director?

One of the main tasks at the stage of changing the head of the company is to correctly fill out the P14001 application, the form of which consists of 51 sheets. Depending on the specific case, changes may be made to various sheets. The rules for entering data into form P14001 are the same as in the case of P11001, namely, the use of black ink and capital letters. If filling out is done on a PC, you must write in 18 font Courier New. A complete list of requirements is presented in Tax Service Order No. ММВ-7-6/25@.

When changing the director of an LLC, only eight pages must be completed:

• Title page. Information about the company is provided here.
• Page 1 (sheet K) - for the old general director.
• Pages 1 and 2 (sheet K) - for the newly hired general director.
• Sheet P - four pages (information about the applicant).

The numbering is continuous. To avoid confusion, the first page becomes the title page, and page number one (sheet K) is 002. If any forms P14001 do not need to be filled out, they are also not required to be submitted to the Federal Tax Service.

One of the main questions is who should hand over the papers (new or previous manager). The situation here is twofold. Information about the new general director has not yet been entered into the Unified State Register of Legal Entities. In turn, the old director of the LLC has already lost his powers. Ten years ago, the old director signed the application, because he was the one who was included in the register and had the appropriate rights.

IN judicial practice Situations often occur when judges rely on current legislature. It states that the old director loses his powers after the corresponding decision of the general meeting to dismiss him from office. Based on this position, the new application should only be signed by the newly hired director of the LLC. The old manager no longer has anything to do with the company.

Unlike the application P11001, the certification of which is not necessary, in the case of a document in the form P14001 (for personal transfer of documents), a visit to a notary is required. That's why the personal signature is again elected director put in the presence of a notary authority.

How is the act of acceptance and transfer of papers drawn up when there is a change of director?

The head of an LLC is a person who is responsible for the safety of documentation, as well as property assigned to the company. In case of dismissal, the general director must transfer all matters. There is no strict procedure for completing this procedure, and most often the process of replacing a director of a company is reflected in the internal act of the company. Regardless of this, the founders do not have the right to prevent the dismissal of the manager, explaining this by the incomplete transfer of any property or papers. In this case, their claim can be made in court.

If the change of director of an LLC involves a conflict, and difficulties arise with the reception and transmission of documents, the previous director has the right to transfer them to a notary or to a special archival structure. At the same time, a transfer and acceptance certificate is drawn up, which is primarily in the interests of the old director. Both managers (old and new) can sign the act.

What to do if a change of director occurs in an LLC with one participant?

If a company has only one founder, the algorithm for changing directors remains unchanged. The difference is that the relevant decision is made not through a meeting, but individually. If the role of the manager is played by a hired person, and not a member of the LLC, it happens standard procedure dismissals. In a situation where the only founder is also the director of labor agreement, he has the right to count on compensation in the event of dismissal.

What are the features of simultaneous change of CEO and founder?

In practice, there are situations when a company member and director are the same person. If there are several founders in a company, the sale of its part is allowed, as well as the exit of a participant (these features must be reflected in the charter). In a situation where there is only one founder, he does not have the right to leave the LLC until a new participant joins it.

In this case, you should not independently resolve the issue of replacing the founder of the company. The reason is that the change process is very labor-intensive - it is necessary to amend the charter, increase the company's fund, register a new participant and resolve the issue of his exit from the LLC. In most cases, it is worth seeking help from special registrars who know the nuances of registration and prepare the necessary papers in a short time.

Since 2017, new rules for replacing a founder have been in place, implying mandatory notarization of a whole package of papers - a participant’s statement of withdrawal, as well as his demand to buy out his part, an offer to other participants to buy out a share, as well as a meeting decision to change the authorized capital.

Results

As can be seen from the article, changing the director of an LLC is a process that takes place in several steps and depends on many factors. That is why during the registration process it is important to know what documents to provide to the Federal Tax Service, whether changes need to be registered, and also in what cases to contact a notary. Strictly following the step-by-step instructions will allow you to avoid temporary delays and problems with the law.

During the life of the LLC, situations may arise when a change of general director is required. This procedure great difficulties does not represent, but has some nuances. The advantage is that there is no need to make changes to constituent documents, since there is no information (personal data) about the director there. The downside is that the tax office will have to be notified in any case. To figure out how to change the director in an LLC correctly, you need to carefully study the procedure.

Changing a director in an LLC: step-by-step instructions-2017

How to change the director in an LLC, detailed instructions:

1. Change of gene. director begins with the search for a new candidate for the position. This may be a third party or the founder of the company.
2. A meeting is held and a protocol is drawn up on the appointment, as well as the removal of the old director.
3. Conduct a personnel procedure for dismissing the old director. A resignation letter and a terminated contract are filed in his personal file.
4. The change of LLC director is accompanied by the submission of a certain package of documentation to the tax office. There are three options for submitting a package of papers:
   • Independent submission of documents by the new director to the body.
   • Submission of papers through a representative. Then, the new director issues a notarized power of attorney to represent interests.
   • Sending documentation by mail. This method is not entirely convenient, since the papers take a long time to reach the tax office and may get lost.
5. The change of general director in 2017 is actually considered completed from the moment the documents are received after registration. Typically, this happens five days after the inspection package has been accepted.
6. After registering the change of director, an order to take office is issued to the new employee. The new director takes up duties from the moment of registration in tax office.

How to change the director in an LLC step-by-step instruction additionally includes detailed description documentation collection procedures.

Documents for replacing the general director of LLC

Before going to the tax office, you need to carefully prepare: study the procedure for changing the director in an LLC and collect a complete package of documents. This is done in several stages:

1. First you need to order an extract from the Unified State Register of Legal Entities. It is produced within five days and is also valid for 5 days.
2. A statement is drawn up. Which form to fill out when changing the director is approved by the order of the Federal Tax Service of the Russian Federation dated January 25, 2012 NMMV-7-6/25@ (as amended on May 25, 2016). This is form P14001. Since the signature of the new director on the application must be notarized, in order for the general director to be replaced in the LLC, you must first visit a notary.
3. The signature verification procedure costs about one thousand rubles. Tariffs are set individually at the regional level.

In order not to go to the notary twice, you can certify the signature of the new director directly on the account card. An account card is requested from the bank. Since the LLC has persons who have the right of second signature, they can be immediately added to the card and certified by a notary. The notary must provide a package of papers:

• passport of the new manager;
• application form P14001;
• extract from the Unified State Register of Legal Entities;
• minutes of the meeting;
• the charter and all changes thereunder;
• LLC creation protocol;
• TIN, OGRN of the company.

If the signature on the account card is immediately certified, you must also take a stamp. In this case, the signature and seal are affixed in the presence of a notary.

The notary checks all provided documentation and staples the application. The new director signs it, and the notary certifies it.

1. Direct submission of a package of papers to the tax authority. In order for a legal change of director to occur, the following documents are needed at the Federal Tax Service:
   • An application that the notary has completed and certified.
   • Minutes of the meeting.
   • Power of attorney, if the papers are handed over by an authorized person.

After submitting the documentation package, the applicant receives a receipt confirming the acceptance of the documents.

After registration, where to send notifications

How to change the general director in an LLC is not the only topic of interest when replacing a manager. Do I need to notify the Pension Fund and the Social Insurance Fund that the general director of the LLC has been changed? No. Previously, such a requirement was indeed present in the legislation, but the current version of Article 11 of the Federal Law of 08.08.2001 No. 129-FZ does not require this. In this case, after registering with the tax office, you need to perform several more actions:

1. It is necessary to redo the account documents at the bank. This needs to be done as quickly as possible. The new director or his representative can go to the bank. You need to take the following documents with you:
   • A recent extract from the Unified State Register of Legal Entities - it was requested to verify the signature.
   • Account card - this was also prepared at the same time as the signature was certified.
   • Appointment order. It is signed by the new leader himself.
   • Protocol or appointment on the decision to appoint founders to the position of director.
   • Power of attorney, when documents are submitted by a representative.
2. Additionally, the change of director is accompanied by mandatory notification of this fact to counterparties, partners and clients.

Let us note that now some banks are minimizing the package of documents, and not everyone can request the full package of the above documents, in particular, a number of banks do not require notarization of cards with signatures, and they certify them on the spot, the main thing is that the director whose signature will be on the card , come to the bank in person, and employees of the credit institution will certify it on the spot. What specific requirements your bank has, you need to check with the bank itself.

When you begin to wonder how to register a change of director in an LLC, it is recommended that you first carefully study general order actions. If you follow the instructions, errors are excluded. Accordingly, everything will be done correctly and quickly. If we take into account that the Unified State Register of Legal Entities extract takes 5 days to prepare and the registration itself with the tax office takes 5 days, then in total the re-registration will take no more than two weeks.

Step-by-step instructions for changing the director of an LLC in 2020 consist of 4 steps: 1) making a decision; 2) filling out form P14001; 3) registration of changes with the Tax Service; 4) receipt of documents.

Almost every organization sooner or later experiences a change in leadership. For example, the general director wanted to quit, or the co-owners of the business, dissatisfied with the work of the first person, decided so on their own initiative. If this happens for the first time in an organization, you need to know about the procedure for legal action in such a situation. Let's consider step by step the procedure for changing the general director in an LLC (2020).

Re-election of the CEO in a company with several participants

The issue of changing the general director of a company may be the responsibility of both the board of directors and the general meeting of participants - it all depends on corporate structure legal entity (clause 2, part 2.1, article 32). But most companies have a simple structure of one or more co-founders, without a board of directors. Our step-by-step instructions are specifically for such companies. The procedure consists of several steps:

1. making decisions by LLC participants;
2. filling out form P14001 and certifying the accuracy of the signature;
3. submission of information to the registration authority;
4. receiving ready documents.

Now about the details of each stage of changing the general director of the LLC.

Step-by-step instructions for changing the director in an LLC 2020

Step 1: decision making by LLC participants

The founders of the company, by way of a regular or extraordinary general meeting, must terminate the powers of the outgoing general director and appoint a new one. By virtue of para. 3 hours 8 tbsp. 37 of the Federal Law “On LLC”, a majority vote is required to make these decisions. But the charter may contain increased criteria - 2/3 or ¾ of the votes, or a unanimous vote of the co-founders on the candidacy of the head.

It is also necessary to take into account clause 3, part 3 Art. 67.1 Civil Code of the Russian Federation: the decision of the participants must be confirmed by a notary. There is no exception for changing the general director of an LLC. Legal entities, as a rule, stipulate in the charter the refusal of a notary to participate in meetings and establish a simpler way to confirm the fact of a decision being made: the signatures of all those present in the protocol, the signature of the sole founder in the decision, etc. If you have not found such a clause, you will have to invite a notary to the general meeting of founders.

Step 2: filling out form P14001 and certifying that the signature is correct

You need to fill out the application form P14001, which is signed by the newly appointed general director. You can download the form at the end of the article. Step-by-step instructions for filling out this form can be found in Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@"On approval of forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises" (section I - General requirements for registration and section VII - on the procedure for filling out form P14001). Sample form filling (prepared using the commercial version of ConsultantPlus)

1. On title page full name of the LLC and its identification codes

2. It is imperative to indicate the correct reason code for changing information:

4.The most important sheet “K” contains information about the old and new head of the organization. In addition to his last name, first name and patronymic, passport details, place of registration and actual residence, date and place of birth should be indicated. The entire sheet has two pages.

The final sheet “P” is intended for the applicant’s signature and the notary’s mark on the certification of the data. It is filled out by the new head of the LLC.

Then the newly elected leader with a passport must come to the notary to certify the signature on application P14001, presenting a package of legal entity documents:

• protocol or order on the appointment of the general director;
• company charter;
• certificate of assignment of OGRN

Step 3: submitting information to the registration authority

The procedure for registering changes in the Unified State Register of Legal Entities requires submitting information to the tax office no later than 3 business days from the date of drawing up the protocol on the change of general director (Part 5, Article 5). You must contact the Federal Tax Service at the place of registration of the legal entity.

The change procedure provides for the submission of the following documents (clause 38 " Methodological recommendations on commission individual species notarial actions", approved. by order of the Ministry of Justice of the Russian Federation dated March 15, 2000 No. 91):

• an application in form P14001 with the notarized signature of the new general director;
• a notarized power of attorney for the representative (if it is not the manager himself, but another person who applies to the tax office), or its notarized copy (paragraph 2, clause 1.4, article 9 of Federal Law-129).

Step 4: receiving ready documents

The deadline for entering information into the Unified State Register of Legal Entities about the change of the general director of the organization is 5 working days (Part 1, Article 8, Part 3, Article 18 of the Federal Law-129). From January 1, 2020, confirmation of changes in the register of legal entities is the Unified State Register of Legal Entities entry sheet in form No. P50007. This sheet can be received by the general director or his representative by notarized power of attorney. Until these changes are made to the Unified State Register of Legal Entities, the old director is active for all government bodies, including judicial bodies, and continues to be responsible under the law.

Change of director in an LLC with a single founder

For companies with a single founder, changing the general director in an LLC is somewhat simpler: there is no need to hold a general meeting. Instead of the minutes of the general meeting, the sole founder of the LLC signs the decision on the re-election of the head of the legal entity. Certify the decision sole founder the notary is not required, and it does not matter what is stated in the charter on this matter (clause 1.3 of the letter of the Federal Tax Service of Russia dated December 28, 2016 No. GD-4-14/25209@).