Who must sign the order to dismiss the CEO. Filing an order for the dismissal of the head of the LLC

Who signs the order to dismiss the director of the LLC? This question is asked by everyone who first encounters a change or prolongation of the powers of the head of the enterprise. In our article you will find a reasonable answer to it.

How are the powers of the one who signs the order to dismiss the CEO regulated?

Although the head of an enterprise as an employee does not have a special status under the Labor Code of the Russian Federation, the head of an organization is still a specific position, since the granting or removal of the powers of the sole executive body of a legal entity occurs solely at the behest of its founders. At the same time, the law "On LLC" dated February 8, 1998 No. 14-FZ provides the general director with the right to sign any documents related to the business activities of the entrusted enterprise.

Learn more about the procedure for changing directors in the article.

This means that the CEO has the right to sign the order of his departure, subject to the general procedure for changing the head. But by its own power, the meeting of the founders of the LLC can also appoint another employee or member of the company - the one who signs the order to dismiss the director, which should be mentioned in the decision to remove powers. In addition, the termination of such employment contract can be issued by the decision itself without drawing up an order.

AT work book of the general director, it is allowed to use both the personnel order and the minutes of the meeting (decision) of the participants of the LLC as a basis for dismissal.

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

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

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

Results

The dismissal of the head of the organization is a procedure that can be performed without drawing up a personnel order. But if it is available, both the general director himself and the person appointed by the owners of the enterprise can act as a signatory.

Dismissal CEO- a complex procedure that differs significantly from the classic termination of cooperation with an employee.

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The fact is that the CEO is the sole executive body of the LLC. For this reason, it is important to understand in advance the features of the implementation of the procedure.

Foundations

You can fire the CEO only if you have good reasons. Their list is clearly indicated in the current legislation of the Russian Federation.

Reasons for terminating interaction with a person holding this position may be:

1. General grounds for dismissal, enshrined in articles 77, 81 and 83 of the Labor Code of the Russian Federation. So, the general director may leave his post or terminate the activities in connection with the expiration of the term of cooperation.
2. Special grounds. The CEO may be asked to leave his position if his decision violated labor obligations or the provisions of applicable law. A similar procedure can be performed in the event that there is a change in the ownership of the property of a particular organization.
3. Additional grounds. The CEO may be removed from office if he has declared bankruptcy.

There are other grounds on which CEOs can be fired. Such an action is performed if the person holding the position has committed a crime or other illegal act.

What does the law say?

Before proceeding with the procedure for dismissing the CEO, it is worth familiarizing yourself with the current legislation of the Russian Federation. Features of the implementation of the manipulation regulates.

It should be remembered that it is necessary to focus on the provisions enshrined in the regulatory legal act as amended by Federal Law No. 197.

The section of the Labor Code of the Russian Federation contains the following rules:

• the person holding the post of general director may unilaterally terminate contract of employment, notifying the employer 14 days before the planned termination date labor activity unless otherwise provided in the contract;
• the employment contract can be terminated earlier than the designated period, but only with the consent of the employer;
• if the general director cannot fulfill the duties assigned to him due to his health condition, the termination of cooperation is carried out in one day;
• before the deadline for termination of employment, the general director may withdraw the letter of resignation, regardless of the opinion of the founders of the LLC;
• when the working period ends, the general director has the right to stop working even if the employer has not properly carried out the dismissal procedure.

The dismissal of the CEO is different from the classical procedure. Thus, the notice period can be extended from 2 to 4 weeks. In fact, the CEO is required to notify himself.

However, the dismissal procedure must be carried out in compliance with all formalities.

Dismissal of the CEO

The procedure for dismissal of the CEO depends on the grounds for termination of cooperation. Depending on the reasons that led to this, the features of the manipulation may vary.

By agreement of the parties

If the CEO is dismissed, the participants in the procedure will have to go through the following steps:

1. The employee submits an application, drawn up in accordance with the established model, to the founders or other persons authorized to terminate the employment contract.
2. A meeting of the founders is held, at which a decision is made on the dismissal of the general director and the main points of the agreement are discussed.
3. An agreement is being drawn up. The employee must read the paper and sign it.
4. An appropriate order is issued.
5. An entry is made in the work book of the general director with reference to the current legislation.
6. The tax authority is notified. The action is carried out within three days.
7. Issuing a work book.
8. Provided.

Wage for the month worked and must be provided on the day of termination of the employment agreement.

Of your own accord

If an employee leaves the company own will, the dismissal procedure is almost identical to the termination of cooperation on the basis of an agreement.

However, the document itself is not compiled. Instead, the minutes of the meeting are drawn up, in which the decisions taken by the founders are recorded.

If it is the sole founder

If the General Director is the sole founder of the Company, the dismissal procedure is carried out according to a simplified scheme.

According to Article 273 of the Labor Code of the Russian Federation, the sole founder has the right to dismiss himself from his position at any time.

In this situation, the CEO independently decides on his dismissal. An entry is made in the employee's work book about dismissal of his own free will, indicating the relevant provisions of the current legislation of the Russian Federation.

Upon liquidation of an LLC

If an LLC is liquidated, the resignation of the CEO is part of the mandatory measures. The law does not allow retaining the functions of the manager for the old leader.

Responsibility for the implementation of the norm lies with:

• general meeting;
• investors;
• manager appointed by the court or selected on a competitive basis.

It is they who decide to dismiss the general director and carry out other measures to remove powers from the former management of the LLC.

By decision of the founder

The founders of the LLC can also decide to dismiss the CEO. The verdict on termination of cooperation is adopted at the general meeting. It is documented in a protocol that records all the features of the event.

If violations are committed during the dismissal, the founders will be held administratively liable.

Procedure

The dismissal of the CEO in 2019 should be carried out in strict accordance with.

Sample Application

To be recognized as valid, it must be drawn up, guided by existing rules.

The paper must include the following information:

• the addressee to whom the application is sent;
• position and full name of the employee who made the application;
• a request for dismissal indicating the date of termination of cooperation;
• date of submission of the document;
• applicant's signature with transcript.

If the CEO finds it difficult to draw up a document on his own, he can use a ready-made sample.

Order

When the decision to dismiss the CEO is made, it is formalized. The paper is drawn up on the form of the unified form T-8. The order is issued by the CEO himself.

The procedure is carried out on the last working day of the employee. The text of the order indicates the grounds for dismissal with references to the relevant regulatory legal acts.

Entry in the work book

Contributed by the founder of the organization. The document indicates the reasons for dismissal with references to the relevant regulatory legal acts.

Dismissal of the CEO of an LLC at his own request

The general director of a limited liability company acts as its sole executive body (clause 1, article 40 of the Federal Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ). The functions of the employer in relation to the general director of the LLC are assigned to the general meeting of participants (subclause 4, clause 2, article 33 of Law No. 14-FZ). Accordingly, the decision to terminate the employment relationship with the general director of the legal entity is made at an extraordinary meeting of the participants in the LLC, which the resigning head himself is authorized to initiate (paragraphs 1-2 of article 35 of law No. 14-FZ).

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

At the same time, this period is set regardless of the period for which an employment contract was concluded with the general director of the organization, including in case of short-term labor relations (letter of Rostrud dated 06.03.2013 No. PG / 1063-6-1).

If the letter of resignation is sent by mail, then the date of notification of the employer is the date the letter was received by him (a note about this will be in the notice of delivery), and not the date it was sent (see the appeal ruling of the Belgorod Regional Court dated 06/26/2012 in case No. 33- 1744).

However, a properly sent notice may not always be delivered or received by the addressee. It is recommended to resolve such a situation by going to court (see practice below).

The procedure for carrying out the procedure for the dismissal of the general director at his own request

The standard order is as follows:

1. Notice to LLC members:
   • Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a description of the attachment and receipt notices (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this one seems to be one of the most reliable and simple.
   • The notice must indicate the date, time and address of the meeting, the agenda (in this case, the dismissal of the general director of the organization, but at the same time the question of appointing a new head may also be included). Copies of the CEO's voluntary resignation must also be attached to the notice.
   • The mailing of the mentioned letters must be made to the addresses of all participants in the LLC. They are taken from an extract from the Unified State Register of Legal Entities or the register of LLC participants. If the addresses in the named sources do not match, notifications must be sent to each of them.
2. Holding a meeting of LLC members. As a result, a decision is made to dismissal of the CEO which is entered into the protocol.
3. Issuing an order to dismiss the general director of an LLC based on the minutes of the general meeting.
4. Making a settlement with a dismissed employee, making an entry in his work book.
5. Notification of the Federal Tax Service about the dismissal of the director.

If LLC participants ignore the director's application for dismissal

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

Important! An extraordinary meeting in this case is held not to agree on the possibility of dismissal of the general director at his own request, but in order to comply with the provisions of Art. 280 of the Labor Code of the Russian Federation and sub. 4 p. 2 art. 33 of Law No. 14-FZ of the dismissal regulation.

The most common expression of bad faith actions on the part of the employer can be called ignoring by all participants of the LLC or one of them participation in an extraordinary general meeting, which may be expressed, among other things, in unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.

In such cases, after due month the head of an LLC who wants to quit is recommended to apply to the court with a claim to challenge the inaction of the founder (founders) and a demand for dismissal of his own free will. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court of June 13, 2012 in case No. 33-1718).

Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice of dismissal has passed, the employee is entitled to terminate the performance of his labor functions, regardless of whether the employer complies with the regulations for terminating the employment contract or not.

At the same time, as a proper confirmation of the will of the employee, it can be recognized statement of claim of the appropriate content, handed over to one of the founders (see the appeal ruling of the Perm Regional Court dated August 05, 2013 in case No. 33-7154).

Notification of tax and non-budgetary funds about the dismissal of the director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about a change in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date such changes are made (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ About state registration legal entities and individual entrepreneurs» dated 08.08.2001 No. 129-FZ) by filling out and sending the form R14001, approved by order of the Federal Tax Service of Russia dated 01.25.2012 No. ММВ-7-6 / [email protected]

Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So until a new general director of an LLC has been appointed, a message should be sent to the tax office about the termination of the powers of a particular individual (see sheet K of Appendix 6 to order No. ММВ-7-6 / [email protected]).

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

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

Duty to notify off-budget funds, Rosstat and other state bodies are in order interagency cooperation assigned to the FTS.

Sample letter to resign CEO

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

CEO resignation letter includes the following content:

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

Sample letter of resignation for CEO

The order to dismiss any employee is signed by the head of the legal entity-employer. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and the sole executive body coincide in one person, the general director signs the order on his own dismissal himself (see letter from Rostrud dated 11.03.2009 No. 1143-TZ).

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

Note! Usually, to issue an order to dismiss the general director, they use the unified form T-8, approved by the Decree of the State Statistics Committee of the Russian Federation of 01/05/2004 No. 1. However, from 10/01/2013, this form has become optional (see the information of the Ministry of Finance of Russia "On entry into force ..." No. ПЗ- 10/2012). So the order can be issued in any form.

The order to dismiss the CEO(according to a unified form) can be downloaded below:

Dismissal of the CEO by decision of the founder

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

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

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

Important! The dismissed employee has the right to appeal in court the motives own dismissal presented by the founder, since the rather abstract wording of the norm of paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated 01.11.2007 No. 56-B07-15).

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

Terminate the employment relationship with the CEO on the grounds of paragraphs. 7-7.1 Art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these norms. The Plenum of the Supreme Court of the Russian Federation, in its resolution of March 17, 2004 No. 2, explains that the persons indicated in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on such a basis, including when it is established that they have committed theft, taking a bribe or other illegal actions of a mercenary nature, even if they were not related to their work (paragraph 45 of resolution No. 2).

In this way, voluntary dismissal of the CEO involves notifying his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants in the LLC. The CEO is authorized to sign his own dismissal order.

Any employee of the organization can quit at will. The leader is no exception.

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How to file the dismissal of the general director of an LLC at his own request in 2019? The CEO has unlimited powers within his organization.

Accordingly, his responsibility is quite large. Due to these factors, the process of dismissal of the head is somewhat complicated, even when calculating at will.

How to fire the CEO of your own free will in 2019?

Basic moments

According to Labor Code Every employee has the right to quit at will. To do this, it is enough to express such a wish in writing and, after proper registration, interrupt labor activity.

But certain positions require a special dismissal procedure. This is due to the large volume.

An example of such a situation is the voluntary dismissal of the general director of an LLC.

When the head of an LLC wishes to cease operations of his own free will, careful compliance with the transfer of powers is required.

The slightest legal inaccuracy leads to a violation of the current legislation.

For any employee of the organization, the process of dismissal at will is to submit an application two weeks before the final settlement date.

Notification from the CEO must follow no later than one month. The reason is that it is the leader who is responsible for everything. production processes and proper reporting.

The CEO is the sole executive body of the LLC. He is responsible for the legality of all actions carried out by the company.

Therefore, the dismissal will require lengthy documentation. In addition, it will take a lot of time to find the right person to replace the leader.

Advance notice of dismissal is significant for the director himself.

Thus, he distinguishes between the periods when he carried out managerial activities and the period of withdrawal from making managerial decisions.

The rights and obligations of the director of an LLC are determined by the general meeting of all participants. Only it has the right to appoint the head and terminate his powers.

Before dismissal, the general director must notify the founders of the company. To do this, he has the right to convene a general meeting at any time.

What it is

The head of an LLC or CJSC is the sole executive body that manages all the current activities of the organization.

However, an ordinary employee can leave the job exactly two weeks later, regardless of the employer's wishes.

In some cases, calculation without processing is possible. In the case of the director, he cannot leave his post until he completely surrenders his powers and hands over the affairs.

The transfer of cases is necessary in order to delimit the degree of responsibility in time between two leaders, resigning and newly appointed.

The dismissal of the general director is also complicated by the fact that it is the director who is the representative of the LLC registered in the Unified State Register of Legal Entities.

The legal entity is obliged to notify the tax authorities of all changes regarding the sole contractor. Moreover, the application submitted for this purpose contains information about the new director.

As soon as the CEO resigns, he loses the right to file an application with the tax office.

That is, a resigned director cannot independently submit documents to change the registration data on the termination of powers.

A change in information in the Unified State Register of Legal Entities occurs only after a new person is appointed to the post of head. It will submit the required application on its own behalf.

An important point is the transfer of cases. The resigning CEO must hand over all the affairs to the new leader.

In the absence of this case, one of the founders can accept it. But the whole process must be formalized by appropriate acts.

What could be the reasons

There are several reasons why a CEO is fired at his own request. OJSC or LLC does not matter, the list of grounds is the same.

Some correspond to the dismissal of ordinary employees, others refer to special rules regarding an executive employee.

The reasons for the dismissal of the CEO may be:

• own wish;
• expiration of the period of validity of the employment contract;
• agreement of the parties;
• the initiative of the founders on the grounds set forth in Article 81 of the Labor Code;
• additional grounds predetermined by the employment contract;
• the initiative of the members of the company without indicating the reason;
• change of ownership of the company's property;
• removal from office of the head of a bankrupt company;
• dismissal of the head due to the liquidation of the organization.

Legal aspects

The dismissal of the head of his own free will regulates.

The procedure for the dismissal of the general director of an LLC at his own request

For all employees, including the head, the employer is LLC. It operates through its governing bodies.

And upon dismissal, the CEO is obliged to notify the highest management body of the organization:

• general meeting of founders;
• the only member.

In theory, the director does not need the permission of the company's participants to dismiss, he can arrange his own dismissal himself.

But the members of society must appoint a new leader. Which makes it necessary to call a meeting. In addition, it is necessary to transfer the affairs of the society.

Absolutely all participants must be notified about the meeting thirty days in advance. When posting a notification, the delivery time of the letter from .

Procedure steps

The process of dismissal of the CEO at will consists of the following stages:

Participant notification	On the holding of the meeting and the upcoming dismissal
Acceptance and approval by the meeting of the minutes	Or the decision of the sole participant to terminate the employment contract with the director. In this case, the reason for the dismissal must be indicated.
Issuance of an order to terminate the contract	And its registration in the register of such documents
Transfer by the head of affairs	And the property of the organization according to the act
Payment of all due amounts	Based on the completed
Making a record of dismissal in the personal card of the director ()	B familiarization with her director against signature
Making a notice of resignation	In the work book and issuing it to the hands of the former leader
Bank Notice	On the termination of the powers of the CEO
Notice within three days of the appointment of a new director	Federal Tax Service on changing registration information with submission

The powers of the director are terminated from the moment the order is issued, an entry is made in the work book and the cases are transferred to them.

Documenting

The process of dismissal of the head begins with the submission of an appropriate application. Further, a notice of the general meeting is drawn up and sent to all participants.

Regardless of the reason for the dismissal of the director, it is necessary to draw up the minutes of the general meeting or the decision of the sole founder.

Based decision issued an order to dismiss the CEO. Further, a proper record of dismissal is made in the manager's work book, indicating a link to the protocol or decision.

According to the act, the director transfers the affairs and property to the newly appointed head or one of the participants in the company. From that moment on, the CEO is considered dismissed.

We form an order

The order to dismiss the general director is drawn up using.

Such a standard is used to dismiss any employee of the organization. According to Article 84.1, the director himself issues an order, he himself endorses it and affixes a signature on familiarization.

If the company does not use unified forms, then the order can be drawn up according to its own approved template that meets the requirements.

The order states:

• title of the document and date of compilation;
• Name of the organization;
• type of document;
• description of the fact, namely the personnel decision;
• job title responsible person, his signature with decoding.

How to write an application

The application of the General Director for dismissal of his own free will is drawn up in free form. There is no unified version for this.

When writing, standard wording is used - “I ask you to dismiss of your own free will.” The employer is not required to provide specific reasons.

The employer is not entitled to demand any explanation. If it is necessary to reduce the time and leave without working off, it is written from what date the dismissal is desirable.

Video: how to fire a director

The text is dated and signed. The application is submitted at the general meeting or may be attached to the notice for the company's members.

Enrollment in labor

An entry in the work book of the general director is made in accordance with generally accepted rules.

That is, the date is indicated, a direct written statement of the fact of dismissal, the basis and a link to the supporting document.

The details of the general protocol of the meeting of the company's participants or the decision of the sole founder are indicated as the basis document. The record is certified by the seal of the organization.

In case of inaction of the LLC participants, the director can independently draw up the procedure for his dismissal.

What payments are due

The law stipulates two cases when a director receives compensation upon dismissal. This is a change in the owner of the property or the dismissal of the head by the founders without explanation.

The amount of compensation in this case is not less than three monthly salaries.