Order on assuming the position of General Director of LLC. How to draw up an order for the appointment of a general director Order for taking office as a director of a company

There is no single standard unified form for an order to appoint a general director, so each company has every right to write this document in free form.

Why do you need an order to appoint a general director?

Sometimes the order for the appointment of a general director is called order No. 1, since not a single manager who is entrusted with the functions of a director has the right to assume his duties without this document entering into legal force. In other words, in the absence of an order to appoint a general director, documents signed by a person calling himself a director will not be valid, and the director himself will not be recognized by law.

The main purpose of the order is to notify government supervisory authorities, as well as all employees of the organization, that such and such has assumed the position of chief executive on such and such a date.

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Who can be appointed as CEO

When appointing the general director of an enterprise, one of two options is used.

• At the first A director is appointed a person who is at the same time either the sole founder of the organization or one of several co-founders. In this case, he is a hired employee of the enterprise and at the same time has an exceptional position, since he has powers that other employees do not have.
• Second option involves hiring an outsider for the position of director.

Regardless of which path is chosen, to assume the position of general director, it is necessary to create two documents: and a corresponding order. In the event that the sole founder of an organization expresses a desire to simultaneously become its director, a decision must be made instead of a protocol.

When drawing up an order for the appointment of a general director, it is important to keep in mind that this document is one of the main documents of the organization, so it must be kept without a statute of limitations.

Instructions for filling out an order for the appointment of a general director

Like almost all other documents, regardless of whether they relate to internal or external document flow, this order must contain basic information about the enterprise. First of all, here you need to enter the name of the organization indicating its organizational and legal form. Next, you should note the registration number of the document (most often it goes under No. 1), indicate the locality in which the enterprise operates, and put the date (day, month, year)

Then you should enter a title that will briefly reflect the essence of the document (in this case, “about taking office as the General Director”).

After this, it is issued first point of order. The documents on the basis of which the order is drawn up are listed here (minutes of the meeting of founders, number such-and-such, dated such-and-such a date, or the decision of the sole founder, numbered such-and-such, dated such-and-such a date). Next, again, enter the full name of the organization (in accordance with registration documents), last name, first name, patronymic (without abbreviations) of the general director and the date of his assumption of office.

It should be noted that from this date all responsibility for the activities of the enterprise is fully transferred to the general director, and his signature gives legal force to all documents related to the functioning of the organization.

In the second point There is always a condition under which this order acquires legal force (most often it is written here “from the moment of signing”).

The order must be certified by the signature and seal of the organization, as well as a reference to the person who prepared the order (if it is not the director of the enterprise himself). If the founder and the general director are one person, then he signs this order himself.

In cases where the general director is appointed for the first time (that is, to a newly created enterprise), information about this is automatically recorded along with other registration documents in the Unified State Register of Legal Entities.

If the order to appoint a general director is issued due to a change in the management of the enterprise, then information about these changes should be independently submitted to the tax office for inclusion in the Unified State Register of Legal Entities. This must be done no later than three days after this document is written and the new general director takes office.

There is no need to include information about wages and other conditions of his work in the order for the appointment of the general director, since this document relates to the main documentation of the organization (unlike orders for other employees - such information must be present there).

Important! If the general director is appointed by the minutes of the general meeting of co-founders, then an employment contract must be concluded with him, while if the general director and the sole founder are one person, such an agreement is not necessary.

However, in the second case, it should be remembered that the tax office may prohibit keeping records of salaries and other expenses when calculating income tax. So it’s still better to draw up an agreement. The general director can sign an agreement on both sides (both on the part of the employer and on the part of the hired employee) - the Labor Code allows such actions.

When hiring a new employee, the head of the company (or his authorized representative) issues an order, which is then sent to the office, human resources department and accounting department. How does a manager take office? In this article we will look at whether it is necessarywho compiles it and how.

Do you need a company director?

There are two options for registering with the tax authorities: as an individual entrepreneur and as an LLC. An individual entrepreneur conducts business independently and is considered a responsible person by default, even if he hires employees. He cannot appoint a general director in his company and completely retire, at least legally. In an LLC, the situation is different: it can be created either by one person or by several founders with different amounts of authorized capital, and, therefore, shares. And an LLC must have a director, even if he is the only founder. If there are two or more founders, then they must hold meetings and determine by voting or agreement who will become the head of the company.

The general director is appointed by order

It is noteworthy that when registering a company with the tax service, you will need to submit documents in which you need to enter the name of the company director and his passport details. Accordingly, already at the stage of contacting the tax office, you must fully agree on this issue with the co-founders, hold a meeting and enter the decision into the minutes.

Attention:in most cases, the director of the LLC becomes the main founder, and not the employee. This is due to the fact that beginners usually do not have enough money for a quality manager, and it is not safe to delegate the implementation of a young project to a stranger.

If you plan to create a large company, the structure of which will have several management positions, then the LLC charter includes information that the head of the company is the general director. Other managers report to him: technical, commercial, executive, personnel, etc.

Why do you need an order?

If, when registering an individual entrepreneur, it is enough to simply draw up an application with the tax office, then in an LLC everything is much more complicated. Firstly, the company must have primary accounting documents. Secondly, it must carry out all actions according to papers. An entrepreneur enters into a regular employment contract with an employee. An order must be issued to the LLC for this purpose. It is noteworthy that an order is also required to employ a director, even if this director is the only founder and even the only employee in the company.

Note that in Russia there is a universal form T-1, which is used as an order for employment. But it is practically not used to appoint a leader. If the director is the founder, if the organization is just being created and the responsible person will not receive a salary, then the order can be written in any form and attached to the primary documents. It is believed that this document should be issued first, because all the others will be signed by the director who needs to be appointed. It is called “Order No. 1”, is issued after the registration of an LLC and is done before opening a current account, receiving a seal or contributing the authorized capital of the company.

Attention:If the order does not specify the validity period of the order, then it is considered unlimited. Simply indicate that the founder assumes the position of director on such a date, and he will act until some instructions are made by a separate order.

Classic order number 1

Compilation rules

So, as we found out, the order can be drawn up in any form. However, it must be written according to current standards. The following information must be included in the text:

1. Full name LLC.
2. The city in which the order is drawn up, the date of drawing up.
3. The text of the order itself (we will provide options below).
4. The position of the manager (CEO, director) is exactly as it is prescribed in the organization’s Charter.
5. Signature of the manager (precisely the person appointed by the order).

At the end you can put a stamp if available. Let us remind you that in Russia a seal is not mandatory, but it is still better to have it. It emphasizes the seriousness of the company and allows you to protect documents from forgery or correction. The text should include the following information:

1. What exactly is the name of the document on the basis of which the order is created. Usually this is the decision of the founder or the minutes of the meeting of participants, if there are several founders.
2. The date the manager took office, the full name of the manager.
3. If you do not plan to hire an accountant, then you must include a clause stating that the new director will exercise his rights. If the accountant is an individual, then you do not need to enter anything into the order (a separate document is created for it).

Attention:if it is not the founder who is appointed director, then a separate order is drawn up, and a separate employment contract with all the documents attached to it (job description at a minimum).

What are the responsibilities of a manager

Let's look at what the CEO's job responsibilities include, what he does and what functions he performs. Note that a job description for the director is not drawn up, although when hiring a third-party person, it can be introduced as a local act. In general, the responsibilities of this person include:

1. Organization of financial and economic activities of the company. It is he who is responsible for all internal processes, for signing important documents and papers, for conducting business and reporting to the tax authorities.
2. Monitoring compliance with the legality of the organization's work. It should not violate the laws of the Russian Federation both in external and internal activities.
3. Support the company and monitor its availability of resources necessary for the normal, uninterrupted functioning of the enterprise.
4. Recruit the necessary employees and ensure that the right positions are available in the organization. That is, he does not have to attend the interview himself if there is a personnel service, but he must understand that the company needs a marketing department or an administrator position.
5. Monitor accounting or do it yourself if the company does not have an accountant position.

The order is issued on the basis of the fee protocol

Manager's responsibility

It should be understood that if the manager is a founder, then he bears full responsibility for his actions. But if this is a hired person, then he must have a job description describing his duties and methods of holding him accountable. Only the founder or the board of directors can punish the general director (this possibility must be spelled out in the company's charter). In general, responsibility arises for the following points:

1. Failure to fulfill one's duties in good faith, resulting in damage to the company.
2. Leakage of commercial or proprietary information.
3. Failure to comply with fire, sanitary, epidemiological or environmental safety rules.

Let us recall that there are three types of liability: criminal, administrative and material (the latter is prescribed in the agreement on material liability). Let's look at the situations in which it can be used:

Be sure to indicate the time frame for the order

The concept of a figurehead

Often on the Internet there are job advertisements that offer anyone who wants to become a temporary director of an LLC without any responsibility or responsibilities, but with a good salary. This phenomenon is called a “figurehead”, or, more simply, a sits-chairman. Should you agree to such offers? Let's answer right away: no. If someone invites a temporary leader, then something is being done illegally or secretly. People are hired in two cases:

1. Some people need a founder, not a manager, but the person does not want to register a company under his name. Remember that when registering with the tax office, you need a passport, TIN and other documents, so you won’t be able to register without a founder. You are hired as the head, they open a company, make a couple of contracts and payments through it and leave it (or close it). Similar techniques are used by various cashers, haulers and other companies that launder money.
2. The real leader does not want to appear in the documents, so he hires a screen for himself, conducting activities independently. Again, there is no smoke without fire: if a person is hiding, it means that something is unclean here.

In any case, you, as the founder or general director, will bear financial, administrative or criminal liability. Of course, they will convince you that everything will be clean, legal and beautiful, but you cannot believe this. Any order can be signed on your behalf, any action can be taken, and in fact you will be considered responsible for the consequences. In addition, Article 173 of the Criminal Code implies liability for such actions in the form of a fine of up to 500 thousand hryvnia or imprisonment for up to 5 years.

Attention:Those who can be caught are usually held accountable. If the company is registered in your name and you are its director, then they will be looking for you, and not mythical employers from the Internet.

What other positions might there be?

Above we reviewed the basic principles and rules for drawing up an order. It is drawn up in any form and signed by the manager himself. But if the enterprise already has a manager and another administrative staff is being recruited, then the classic T-1 form is filled out. Let's look at what other managers an enterprise can have and how to formalize them correctly:

1. Acting General Director. Assumes all the duties and rights of the general during periods of his absence (vacation, illness, business trip, etc.). First, the general director chooses an executive officer, then agrees with him on the possibility of a replacement, after which he personally signs the order. If the employee does not agree, then he cannot be forced. A separate document is drawn up in which data on the capabilities of the IO and rights is entered.
2. Commercial Director. Reports to the general director, is engaged in conducting financial and economic activities, and supervises supply and household issues. The order is signed by the general director, hiring is carried out on traditional terms: drawing up a job description, signing an employment contract.
3. Executive Director. His responsibilities include developing documentation and business plans, holding various meetings, events, trainings, motivating and punishing employees, monitoring operational activities, etc.
4. Financial Director. Takes care of everything related to finance: calculating risks, managing flows, drawing up financial strategies, etc. Works closely with both the general director and the accounting department.

A branch director may also be present in the company structure. If a company opens a branch, then this person is appointed to manage the branch. In fact, he is a miniature general director: he does everything necessary in his office and reports to the general director on the work done. Sample order for assuming the position of General Director of an LLC can be downloaded from this .

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It is the director of the LLC who makes all the key decisions. Therefore, his appointment is the first step after the creation of a society. The director is elected by decision of the meeting of founders. In this case, it is necessary to issue an order appointing a director of the LLC.

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Features of electing a director of an LLC

All decisions concerning the company are made by the director. However, the purpose of the latter is also a key decision. Who decides on the election if the director is absent? The text of the order itself indicates the full name of the head of the organization. And at the end of the order, the signature of the appointed director is affixed.

A common situation is that an LLC has only one founder. In this case, as a rule, he becomes the director. In the order, you can write about this in both the first and third person (“I appoint I.I. Ivanov as director” or “I appoint myself as director”). If there are several founders, then the head is appointed by their common decision.

The procedure for appointing a director is regulated by paragraph 2 of Article 33 and paragraph 1 of Article 40 of Federal Law No. 14 “On LLC” dated February 8, 1998. In particular, a general meeting of the founders of the company is held. Based on its results, a protocol or decision on appointment is created. These are the documents on the basis of which the director is vested with powers. Not only the founder, but also an employee can become a director. However, regardless of the identity of the director, the procedure for his approval will be the same.

General rules for drawing up orders

The order is drawn up in free form. However, it must contain mandatory information. This is the date, registration information about the company, information about the founders. The title of the position (director, general director) in the decision must be the same as in the charter. The term of assignment of powers does not have to be fixed, since it is indicated in the charter.

Drawing up an order with one LLC founder

According to Article 39 of Federal Law No. 14, the sole founder can appoint himself or an employee as a director. In this case, you need to draw up a protocol that records this information:

• Information about the founder.
• Date of registration.
• LLC name.
• An indication that there is only one founder in the company.
• The decision to appoint a person as a director, his full name.

Finally, you must sign.

If there is only one founder, then there is no need to draw up a protocol. Solution is enough. A protocol is required when there are several founders.

An order can be drawn up in several ways. For example, the basis for drawing up an order (decision of the founders) can be mentioned both at the beginning and at the end of the document. You can write about the director in either the first or third person. If the order meets the basic rules (presence of all mandatory details, business style, conciseness), it will be valid.

Sample No. 1

LLC "Stroyotryad"

Order No. 1

Nizhny Novgorod

03/22/2020

On the appointment of a director of the LLC

In accordance with Decision No. 1 of March 21, 2020

I ORDER:

1. Appoint R.O. Petrov as director of Stroyotryad LLC.
2. Execute the order from March 23, 2020.

Director of Stroyotryad LLC (signature) Petrov R.O.

Sample No. 2

LLC "Stroyotryad"

Order No. 1

Nizhny Novgorod

03/22/2020

On the appointment of a director of the LLC

1. Based on decision No. 1 of March 21, 2020, I assume the position of director with the salary indicated in the staffing table.
2. I will take up my duties as director of Stroyotryad LLC on March 23, 2020.

Director of Stroyotryad LLC (signature) Romov R.R.

Drawing up an order with two founders of an LLC

If there are several founders, then you will need to draw up minutes of the extraordinary meeting. During the meeting, one of the founders will be the chairman and the other will be the secretary. This data must be recorded in the protocol:

• LLC name.
• Full name of meeting participants.
• Meeting agenda.
• The number of persons who voted to appoint a person as a director.
• An indication of the person who will be responsible for registering changes in the Unified State Register of Legal Entities.

At the end of the minutes there must be signatures of the persons present at the meeting.

The order for the appointment of a director of an LLC with several founders is practically no different from the order drawn up with one founder. The only difference is that the basis for appointing a director is not the decision of one founder, but the minutes of a meeting of several founders.

Sample

LLC "Golden Orchid"

Order No. 1

Saint Petersburg

About the appointment of a director

1. In accordance with Minutes No. 1 of April 20, 2020 of the general meeting of the founders of Golden Orchid LLC, I assume the position of director of Golden Orchid LLC on April 25, 2020.
2. The order comes into force from the date of its signing.

Director of Golden Orchid LLC Gribov O.O. (signature)