The change of the General Director: a step by step guide

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2020-06-18 13:00:24

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Director General is the sole Executive body in the company, who is elected and appointed by the shareholders. The powers of the officer of such rank involve all spheres of activity of the enterprise, both economic and economic. It is not always the quality of work performed satisfied the owners of the company or the level and terms of remuneration of the Manager. In each of these cases is the question of the change of CEO to another, which seems to be a complicated process, and often frightening, who have to deal with this issue.

Legal regulation

Process and form change of CEO at the company with the form of ownership is governed by the following legal acts:

  • Labor code of the Russian Federation.
  • The Law on LLC from 08.02.1998 N 14-FZ.
  • The Federal law №129 "On the registration of legal entities and individual entrepreneurs” in the last version.
  • The Letter of the FTS of the Russian Federation about registration for information about the management of the organization.

These regulations also regulates the process of interaction with public authorities in matters of change management, as well as the process of firing an employee and hiring a new replacement for the vacancy.

Reasons for decision on replacement of the head

The Entire list of reasons to refer to the instructions about the change of the General Director can be divided into 2 blocks:

  • Personal decision of the employee.
  • The Decision to change the employee taken by the business owners.

As a rule, in the first case, the process passes without difficulty, and the main ones are only in the design documentation. With regard to the decision of founders, the employee may make a complaint to the employer if it considers that his rights have been violated.

Trying to SWAT a slave

All the reasons for dismissal of the current head of the organization must be indicated in the minutes of the meeting of founders and backed by facts, when referring to the former head of the judicial authorities, the organization was able to substantiate its decision, even after a long period of time.

The Cases in which the decision to dismiss is justified.

  • Employee abused his official position and used the activities of the enterprise to achieve personal goals.
  • There were revealed the facts of theft or embezzlement.
  • The Absence of financial growth of the company and its economic development.
  • Violation of the law, a criminal prosecution.
  • Failure to follow internal guidelines.
  • The Mismatch position.
  • Selected another candidate with more experience or better skills.
  • One of the founders decided to take control of the company itself.

Important! Regardless of the reasons for the change of the General Director in OOO, the instructions in regulatory and legislative acts of the Russian Federation, must be observed. Violation of the above documents may result in administrative fines imposed on the company, and the seizure of the accounts.

What is required to execute documents

Change the head of the organization involves the dismissal of one worker and receive another in his place. That means that the owners or authorized representatives will need to prepare the following documents:

  • Minutes of the meeting of founders on the change of the Director.
  • A letter of resignation indicating the reason.
  • To Terminate the employment contract with the employee.
  • To Make an entry in the work book and the date of the closing of this record with reference to articles of the labour code of the reason for the dismissal.
  • Issue an order of dismissal, be sure to refer to the decision on the basis of which the order is issued.
Check documents
  • Be a contract of employment with the new employee.
  • Get your hands on their work record (until the record is not put, to be able in case of absenteeism on the first business day to cancel the employment agreement).
  • Take the statement from employment.
  • Fill in the documents for recording in the state register on the change of the Director General, the sample can be found on the website of the FTS.

Important! A package of documents to the displaced employee must be completely form in his last day of work to avoid any difficulties.

Step-by-Step process of dismissal

To avoid mistakes in the process below are step by step instructions for replacing the chief Executive in the company with a descriptionprocess. This will greatly facilitate the work of the founders of the organizations in this matter.

Step 1. The decision of the founders

At the beginning of the step-by-step instructions on how to change the Director General should convene a meeting of shareholders, which must be formulated and signed a corresponding Protocol. The decision by the majority of votes following a quorum. If the owner of the company has one, then executed all of his individual decision.

Meeting at a table with tablet in hands

The Protocol must be specified as follows:

  • The Reason for the decision on change of the General Director, if provided, indicating the articles of the labour code.
  • Peculiarities of the procedure of dismissal/acceptance of the specified workers (compensation, payment of benefits, etc.).
  • Full name of the old leader.
  • Full name and passport data of the new CEO of the company.

The Decision also must contain the date on which the dismissed employee is relieved of his post, and the new it intrudes.

Step 2. The issuance of orders, cancellation and conclusion of contracts, registration of labor books

After the decision of founders issued an appropriate document in the personnel service of the organization (or another authorized Department), perform the following manipulation:

  • Take the old Director's statement on the dismissal.
  • Issue an order to release him from his post and the termination of the agreement.
  • To Close the entry in the workbook, be sure to indicate the date of dismissal of the article of the labor code and the order under which this fact occurs.

These documents signed by incumbent Director, as to the other employee of the authority will be responsible after his dismissal. In the workbook to be sure the closing entry is the company's stamp and signature.

Important! In the time firing the old Director of the enterprise accounting should be made mandatory for financial settlement with the employee, and the same day cash or must be issued to him in cash businesses, or transferred to the Bank card.

breaking the contract

By hiring a worker procedure is as follows:

  • Accepts application for admission to the state, copies of documents identity and social security number and employment history.
  • The order is Issued on the inauguration.
  • Employment contract.
  • Filled in the application form Р14001 for further submission to state bodies.

These documents are already signed by new employees.

signing of the contract

Important! Start of term of office of the new Director-General could not occur earlier than the next day, after the final dismissal of the last employee. One day, the enterprise can't be 2 of the head.

Orders for dismissal and appointment of a new employee can fit in one document, then it will sound like an order “On changing CEO” of the company, and should include both dates and calculate the old Directors and the appointment of the applicant for the position.

Step 3. Preparation of documents for the tax service

Within 3 days after the inauguration of the new Director-General should submit to the authorities of the Federal tax service the application form Р14001. The pattern to fill in the change of the General Director is provided below.

Sample application

This document allows FNS to exclude from the state register of data on the old enterprise Manager and make a new one. Employee data is populated with the dedicated “To”, there are also data fired Director and why the change occurred.

premium features

To FNS adopted the document, it must be notarized when a notary public is required:

  • Completed application Itself.
  • Minutes of the meeting of founders or the sole decision of one owner.
  • Charter of the company.
  • A certificate from the tax service with bin.
  • Extract from the unified registrylegal entities.

Step 4. Submission of documents to the tax

Certified application along with a copy of the minutes of the meeting of founders is submitted by an authorised representative of the company (new CEO) to the Federal tax service. Employee of public institution is obliged to issue a receipt stating that the submitted paper accepted. After submission, changes will be made within 5 working days the state register of legal entities. you can Immediately request a new extract from it.

Colored folder

Step 5. The notification of the Bank

Since the change of Director to serve the company, the Bank will cease to provide a full package of documents according to the new head of the organization.

Is Mandatory for the submission to the Bank are:

  • The Protocol and the order of appointment.
  • Copy of passport of the citizen of the Russian Federation or the document replacing it.
  • Extract from the state register of legal entities.
  • Card with samples of signatures.

Important! Card certified by a notary in the provision of a full package of documents for the statements in this statement of the egrn is already a new leader.

Step 6. The notification of contractors

With the aim of ensuring security of doing business in the event of a change of the General Director of the company should be concerned and inform the counterparty that it no longer has the right to sign documents and contracts on behalf of the company. And also to provide contacts for communication with the new head.

The Subtleties of the procedure

At the time of change of the General Director of the OOO instruction described by state legislative acts, misses the correct transfer of cases between the old and new employee. In other words, this process is not strictly regulated, there are a few fundamental principles by which it should be built:

  • Dismissal the employee should be on the act of transfer and acceptance to complete the transfer of all cases and inventories to the new head or one of the founders.
  • The Receiving entity, in turn, must verify the completeness specified in the act values and in the case of consent to sign.
  • If there are differences, they must either be immediately removed old head or transferred to the archives, and their resolution is required in court.
Stack of papers

Important! The dismissed Director shall be responsible for having taken in the course of their employment decisions and their consequences still within 1 year from the date of violations and may be prosecuted according to the law, including criminal prosecution.

Change the Director General, using step-by-step instructions and approved by the law, sample documents, it is easy and should not cause difficulties for the employer. It is important to take into account the deadlines, rules of submission of all documents to the state authorities to avoid fines. Also, do not ignore proper and timely filling of all forms and orders to protect the business against litigation.


Article in other languages:

AR: https://tostpost.com/ar/business/22776-the-change-of-the-general-director-a-step-by-step-guide.html

BE: https://tostpost.com/be/b-znes/40194-zmena-general-naga-dyrektara-pakrokavaya-nstrukcyya.html

DE: https://tostpost.com/de/business/39734-der-wechsel-des-generaldirektors-schritt-f-r-schritt-anleitung.html

ES: https://tostpost.com/es/centro-de/39478-el-cambio-de-director-general-paso-a-paso.html

HI: https://tostpost.com/hi/business/24403-the-change-of-the-general-director-a-step-by-step-guide.html

JA: https://tostpost.com/ja/business/22333-the-change-of-the-general-director-a-step-by-step-guide.html

KK: https://tostpost.com/kk/biznes/40590-auysym-bas-direktory-adamdy-n-s-auly.html

PL: https://tostpost.com/pl/biznes/42458-zmiana-dyrektora-generalnego-instrukcja-krok-po-kroku.html

PT: https://tostpost.com/pt/neg-cios/42080-a-mudan-a-de-diretor-geral-passo-a-passo.html

TR: https://tostpost.com/tr/business/37141-de-i-im-genel-m-d-r-ad-m-ad-m-talimatlar.html

UK: https://tostpost.com/uk/b-znes/41085-zm-na-general-nogo-direktora-pokrokova-nstrukc-ya.html

ZH: https://tostpost.com/zh/business/38109-the-change-of-the-general-director-a-step-by-step-guide.html






Alin Trodden - author of the article, editor
"Hi, I'm Alin Trodden. I write texts, read books, and look for impressions. And I'm not bad at telling you about it. I am always happy to participate in interesting projects."

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