Dismissal of a director by decision of the founder, Article 278. Procedure for dismissal of the general director

Upon dismissal general director an extraordinary meeting of company participants is convened with a summons to terminate the employment contract. However, this issue can be raised among others at the scheduled regular or extraordinary meeting. You also need to issue an order to terminate the employment contract and familiarize the general director with it. The remaining technical stages in the process of dismissing a director are standard: making an entry in the work book and personal card, calculations, handing out the work book.

There are several situations in which you cannot terminate employment contract with the General Director:

• if the manager is a pregnant woman, the exception is liquidation of the company ();
• if the manager belongs to the category of persons named in;
• during a period of temporary incapacity for work or the director is on vacation, with the exception of liquidation of the organization ().

Dismissal of a director at the initiative of the owner

Since the general director is an employee of the company, his relations with the owners are regulated by labor laws. Accordingly, when dismissing a director, it is important for owners to coordinate their actions with labor legislation.

In addition, the general director is a person with whom relations are regulated by corporate law. And this should also be taken into account.

An employment contract with the general director at the initiative of the owner can be terminated due to several circumstances:

• If there is a change in the owner of the company (). The norm does not apply to cases where the composition of participants simply changes, as well as to reorganization in the form of affiliation.
• If a transformation of society has occurred, that is, the organizational and legal form has changed (). In this case, the owners may decide that it is necessary to terminate relations with the general director without indicating the reasons for dismissal.
• If by his actions the director caused damage to the interests of society ().

• If the director once grossly violated job responsibilities ().

Dismissal of a director due to a change in property ownership

The new owner of the property has the right, no later than three months from the date the right of ownership arises, to terminate the employment contract with management persons.

Having decided to terminate the employment contract with the general director, the owner must pay him compensation in the amount of not less than three times the average monthly salary ().

Dismissal due to damage caused by the actions of an official

The decision to remove the manager from office in this case is made by the arbitration court. The following may apply for the removal of the head of a debtor organization from office: a temporary manager, a meeting of creditors, an administrative manager, or persons who provided security.

Key points for this situation:

• The basis for issuing the order is the ruling of the arbitration court on the removal of the head of the organization from office.
• The last day of work is the day when the owner of the organization’s property became aware of the entry into force of the court’s ruling.
• The director is not paid severance pay(exception - cases if such payment is provided for in an employment contract or other local normative act organization).

2. Situation No. 2: Authorized body legal entity decided to terminate the contract ()

An employment contract with a director may be terminated by a general meeting of shareholders or the board of directors. The dismissal of the head of an organization on the grounds established in may occur at any time and without specifying motives..

Dismissal at the initiative of the General Director

The manager has the right to terminate the employment contract early, but he must notify all owners of his intention to resign, in writing and no later than one month in advance (). Letters are sent to all founders, owners, shareholders according to the register, with notification of delivery. In the letters, the director asks to convene an extraordinary meeting with a summons to terminate the employment contract. The procedure for transferring affairs and property is determined in advance so that the owner does not initiate arbitration processes.

In case of dismissal of a manager due to at will he is not paid monetary compensation in an amount not less than three times his average monthly earnings.

Dismissal of the director due to expiration of the employment contract

Since the executive body is appointed for three or five years, the powers of the director may be terminated due to the expiration of the contract. In this situation, dismissal is made in general procedure- the same as in the case of ordinary employees. However, the director must be warned by the employer (company owner) no later than three days before the expiration of the employment contract.

The employer sends the employee a corresponding notice, which is signed by him or her authorized person(for example, the head of the HR department).

What guarantees can a director count on upon dismissal?

First of all, compensation is provided in the form of three times the average monthly earnings (). However, as noted above, there are cases when this compensation is not paid - upon dismissal as a result of bankruptcy of a legal entity, upon expiration of the contract and at the request of the employee.

Compensation must be paid if the owner of the organization's property changes (). At the same time, simply a change of company participants does not constitute a change of property owners.

There are various situations in life when the founder is forced to make a decision to resign from his position as director. It happens that the director is also the only founder of the enterprise, and then he himself will have to make a decision on his removal.

Grounds for dismissal of the general director

The Labor Code of the Russian Federation provides for two articles on the basis of which a director can be dismissed:

1.Article 81, according to which dismissal may occur in the event of unlawful actions of the manager, as a result of which harm was caused to the employee and his health

2.Article 278, depending on the circumstances that arise, by decision of the owners

And also the director can independently write a letter of resignation either in the event of liquidation of the organization or transfer to another place.

Important! In the event of liquidation of the organization, the director, like other employees, must be paid compensation in the amount of three salaries.

Dismissal procedure by decision of the founder

If a director is fired due to the decision taken within the company, the process includes the following steps:

Stages	Detailed description
1.Gather all the founders	Make a decision on the dismissal of the general director, securing this in the following protocol
2.Based on the protocol, the HR department issues a dismissal order	Order in standard form T-8, indicating the article of dismissal and personnel number
3. Make entries in your personal card	The entry is made in the appropriate section under the director’s signature
4. Make an entry in the work book	The director also signs there that he is familiar with
5. Issue a protocol on the appointment of a new director	This can be done simultaneously with the dismissal of the previous one.
6.Notify the tax office	Within three days you must submit a notarized application for a change in the directorship of the enterprise, before that contact a notary, pay about 2,400 rubles for re-registration of directorship
7.Inform the servicing bank	Provide the bank with a record sheet containing tax office on the change of director, minutes of the meeting or the owner’s decision, the passport of the new director and the order to take office, as well as make a new certificate of keys with a signature and seal

When drawing up a protocol on dismissal, it is necessary to observe some formalities:

1. At the top we indicate the details of the organization and its name

2.Then the next protocol by number and the city of compilation

4. The next stage is to characterize the agenda and the reason for the meeting: the dismissal of the general director from his position and the appointment of a new one

6. The chairman and secretary, if there is one, sign.

Personnel documents upon dismissal

After drawing up and signing the protocol general meeting founders, an order for the dismissal of the director is issued in a unified form. The director signs it for himself.

Next, the accountant calculates wages and compensation for unused vacation, if any, and transfers income tax on the day of dismissal. individual, A insurance premiums will pay at the end of the month.

Prepares for the issuance of a certificate:

• 2 personal income taxes for each year of work
• SZVM for each month
• SZV experience per year
• RSV for each quarter
• Issues a payslip and statement for signature
• As well as a certificate for the employment center about the amount of payments

Next, they make a note on the personal dismissal card, the director signs, and is given a work book, also filled out against signature. And you also need to remember to make a note for signature in the journal of the movement of work books.

Important! It is prohibited to dismiss the CEO from his position during illness or vacation!

Dismissal of a director if he is a founder

This procedure is not very different from the previous one, with the only difference being that in the case where the director is also a founder, he draws up not a protocol, but a decision the only participant, in which it is necessary to indicate the removal of one’s powers from the position at one’s own request, and on the basis of the decision to write a letter of resignation in one’s own name. And then the process happens in the same way.

Responsibility of the founder upon dismissal of the general director

The founder will be held liable if he illegally fired the general director and he filed a lawsuit; if the court decides in his favor, the directors can be reinstated.

The director himself also bears financial liability at the enterprise in the following cases:

• For some reason, profits for the enterprise are lost
• It was his fault that the company's property was damaged

Administrative violations include:

• The product was sold without using cash register equipment
• Constant violations in filing reports and paying taxes

Important! Even if, after the dismissal of the general director, a violation in his actions is discovered, he may be brought to criminal liability. Depending on the severity, either a large fine or imprisonment will be imposed.

What problems may arise upon dismissal?

• The director wrote a letter of resignation two weeks in advance as required by law, but new director was not found, then it is necessary to gather the founders and at the meeting decide to whom to transfer the affairs.
• The LLC participants did not decide to dismiss the director, although the notice he submitted had expired. In such a situation, the manager can fire himself on the basis of Art. 80 of the Labor Code of the Russian Federation, stop fulfilling your job responsibilities and independently make an entry about the termination of the contract in the work book.
• It was not possible to transfer the files to the new manager; the files can be left in the archive or at home and presented upon request.

Important! Knowing how to properly fire a CEO allows you to avoid unnecessary clarifications and evidence during an audit.

Answers to common questions

1.Question No. 1:

Is it possible to fire the CEO by decision of the founder?

Answer:

Yes, you can, there are several options: either the dismissal occurs on the basis that the director violated something and the employees suffered through his fault, or the company is being liquidated, or he himself decided to resign of his own free will. To do this, it is necessary to assemble a board of shareholders; if there are several of them, then draw up minutes of the meeting, at which the main point will be introduced - the dismissal of the general director and on what basis. Having violated the law, the founder bears criminal and administrative liability if he fires the manager illegally.

2.Question No. 2:

Which personnel documents are issued upon the dismissal of a director?

Answer:

An employee of the HR department issues an order for the dismissal of the director based on the minutes of the general meeting, which indicates work book, making a record of dismissal, the accountant is also obliged to issue certificates of payments and for pension fund, for the employment center, a certificate of its own form, indicating the amount of payments by year, for registration as an unemployed person. The director, like other employees, has the right to receive compensation for unpaid vacation, which is calculated on the basis of approximately two days per month. Next, do not forget to take the manager’s signature in the work record book, which must be maintained at the enterprise and the employee signs in it upon dismissal.

The status of the company's CEO is ambiguous. On the one hand, it is determined by the norms corporate law, and on the other - labor. Read about what needs to be done, taking into account this dual specificity, in order to part with the director as painlessly as possible, and what to do if, after his dismissal, it turns out that he acted in bad faith.

The issue of dismissal of the general director of a company may arise in connection with the following circumstances:

the employee’s own desire;

agreement of the parties;

loss of trust;

change of owner;

founder's decision;

liquidation;

bankruptcy;

expiration of the employment contract;

retirement.

Moreover, all of the listed grounds for dismissal can be divided into two types - voluntary and forced dismissal from a position.

Based on federal laws dated December 26, 1995 No. 208-FZ “On joint stock companies"(hereinafter - the Law on JSC) and dated 02/08/98 No. 14-FZ "On Limited Liability Companies" (hereinafter - the Law on LLC), the authorized body of the company makes the appropriate decision. The authorized body may be:

general meeting of shareholders;

meeting of LLC founders;

decision of the sole owner.

If the procedure is violated, the decision may be invalidated.

Let's consider possible situations dismissal of the CEO in more detail.

Dismissal at the request of the director or by agreement of the parties

Let's start with the simplest thing: the general director resigns by agreement of the parties or at his own request and the employer does not object.

In accordance with Art. 280 of the Labor Code of the Russian Federation, the head of an organization has the right to terminate an employment contract early by notifying the employer (the owner of the organization’s property, his representative) in writing no later than one month in advance. In this case, he sends a written notification by mail to the company’s registration address or personally delivers it to the founders. Moreover, if for an LLC this period is 30 days (Clause 1, Article 36 of the Law on LLC), then for a JSC this period is 50 days (Clause 1, Article 52 of the Law on JSC).

The dismissal procedure is as follows:

the general director sends written notice of the decision to terminate the employment relationship;

an extraordinary meeting is convened, at which a corresponding decision is made;

a dismissal order is issued;

an entry is made into the work book;

on the last day the employee is paid in full upon dismissal.

In this case, it is necessary to appoint a person to whom powers will be transferred; this can be the acting general director.

The next stage is the procedure for making changes to the Unified State Register of Legal Entities. Information about the change of director must be submitted to the tax office within three days. To do this, you will need to have an application in form P14001 certified by a notary.

In case of violation of the deadlines, an administrative fine may be imposed under Art. 14.25 of the Code of Administrative Offenses of the Russian Federation in the amount of 5,000 rubles.

The owners of a company whose director is resigning must also ensure that the following actions are taken:

revocation of all powers of attorney;

transfer of all keys and electronic digital signatures(in relation to banks, reporting, for participation in electronic trading etc.)

replacement of bank cards;

transfer of all seals and stamps of the organization;

reporting on all entrusted amounts;

transfer of property of an organization in official use.

This list invites several comments. The fact is that changing the digital signature may take some time and this procedure must be taken care of in advance; it is possible that additional digital signature keys will need to be created in parallel for other employees, so as not to be left without the opportunity to sign documents during the change of the general director.

As for the transfer of property and documents, it will be in the interests of both parties to conduct an inventory of property, contracts and other significant things in order to avoid possible claims against each other. The process can be labor- and time-consuming, so it is better not to delay it and immediately appoint a commission that will deal with the transfer of cases.

The general director resigns of his own free will, but the employer is against his dismissal

A situation in which the CEO resigns voluntarily, but the business owners do not accept his “resignation,” seems to be a more difficult task. In this case, the director is still subject to all regulations labor legislation, but to go through this procedure with the least losses, you will have to take the following steps:

the general director will need to send notice of his desire to terminate the employment contract according to legal address company and/or place of registration of business owners;

At the same time, the general director will need to initiate a general meeting and, if the business owners do not take any action within a reasonable time, then independently relinquish his powers and transfer affairs. If it is impossible to transfer the affairs to a successor, and this could be one of the founders, if a new general director has not been appointed, you can transfer the documents to a notary. Another option is to keep the documents and transfer them to the founders upon request;

further, having a copy of the resignation letter and documents confirming the sending and/or receipt of the original resignation letter, the general director can make an entry in the Unified State Register of Legal Entities independently out of court. To do this, it is also necessary to have the application in form P14001 certified by a notary and sent to the tax authority.

It must be borne in mind that in this case a legal incident may arise - on the one hand, the company must have a general director indicated in the Unified State Register of Legal Entities, but the tax authorities have no reason not to remove the entry about the resigned director from the register (more about the approaches of the tax authorities and courts to decide this issue read the material “The director decided to resign, but society is against it: is it possible to cancel the entry about the director in the Unified State Register of Legal Entities?”, “EZh”, 2017, No. 33).

In the author’s practice, there was experience when the owner of the company was an offshore organization and in the process of dividing assets between the former owners, control and access to information and communication with the offshore legal entity were lost. As a result, the general director independently relinquished his powers:

made an entry in the Unified State Register of Legal Entities;

informed the banks about his dismissal;

canceled all signatures;

handed over the documents to the notary.

Dismissal of the director due to expiration of the employment contract

According to Art. 275 of the Labor Code of the Russian Federation if, in accordance with Part 2 of Art. 59 of the Labor Code of the Russian Federation, a fixed-term employment contract is concluded with the head of the organization, the validity period of this employment contract is determined constituent documents organization or agreement of the parties. The consequences of the expiration of a fixed-term employment contract are provided for in Part 4 of Art. 58 and part 1 of Art. 79 of the Labor Code of the Russian Federation and apply, among other things, to labor relations between an organization and its leader, since no other special rules are established by labor legislation.

According to the established rules, the employee must be warned in writing about the termination of an employment contract due to its expiration at least three calendar days before dismissal, except in cases where a fixed-term employment contract concluded for the duration of the duties of the absent employee expires. .

Since the general director is the head of the company, his responsibilities include, among other things, written notification of the termination of the employment contract with the employee due to its expiration. At the same time, legislation and judicial practice proceed from the fact that if a fixed-term employment contract is not terminated on time, the employee is not notified in advance about its expiration, then the fixed-term employment contract is transformed into an open-ended one in accordance with the provisions of Art. 58 Labor Code of the Russian Federation. This means that it will no longer be possible to dismiss an employee due to the expiration of the employment contract, and the issuance of a dismissal order will be unlawful. To prevent this from happening, the employee must be warned in time that the employment contract with him will not continue. To avoid conflict situations with a general director whose powers have come to an end, the owners can send notice of the expiration of his employment contract.

Thus, the procedure formally looks approximately the same as for voluntary dismissal; the difference will only be in the wording and article of the Labor Code of the Russian Federation.

Dismissal of the CEO by decision of the company's owners

According to Art. 279 of the Labor Code of the Russian Federation in case of termination of the employment contract with the head of the organization in accordance with clause 2 of Art. 278 of the Labor Code of the Russian Federation (in connection with the adoption by an authorized body of a legal entity, or the owner of the organization’s property, or a person (body) authorized by the owner of a decision to terminate an employment contract with a manager), in the absence of guilty actions (inaction) of the manager, he is paid compensation in the amount determined by the employment contract , but not less than three times the average monthly earnings.

As follows from paragraph 9 of the resolution of the Plenum of the Armed Forces of the Russian Federation dated 06/02/2015 No. 21 “On some issues that arose in the courts when applying the legislation regulating the work of the head of the organization and members of the collegial executive body of the organization,” even in the absence of violations on the part of the director, owners may decide to change it at an extraordinary or regular meeting. At the same time, termination of an employment contract with the head of an organization on this basis is not a measure of legal liability and is not allowed without payment to the director of compensation provided for in Art. 279 Labor Code of the Russian Federation.

Dismissal will take place according to the same scheme as when terminating an employment contract at the director’s own request. The only thing to remember: such a decision of the founders in any case can be challenged in court for various reasons. For example, if the decision to dismiss was made in violation of the principles of non-abuse of rights and (or) prohibition of discrimination in the world of work.

Dismissal by decision of the owners without payment of compensation is possible if the guilt of the general director is proven, for example, facts of theft are revealed, or a criminal case is opened. We emphasize that the guilt of the general director must be proven and documented. For example, if there is a shortage during an inventory, the involvement of the general director in theft must be proven, a criminal case must be opened; if his guilt is not proven during the investigation, then it will be impossible to dismiss him under this article without compensation.

Company expenses or lost profits are an even more difficult subject from the point of view of proving guilt. The director acts in market conditions and deals with certain business risks. Therefore, even with the involvement of expertise, it will be very difficult to prove guilt and, most importantly, intent to cause harm to the company.

It must be borne in mind that it is impossible to rely on assumptions and judgments as a reason for dismissal. Even the commission that identified the deficiency cannot be the body that makes a decision on the guilt of the employee.

Dismissal due to company liquidation

The process of dismissing the general director by decision of the founder during the liquidation of the organization will not differ fundamentally from the procedure for dismissing any other hired employee in this situation.

When liquidating an enterprise, the general director must be notified two months before the termination of the employment contract (Part 2 of Article 180 of the Labor Code of the Russian Federation). In this case, the employer may offer him to terminate the employment contract before the expiration of this period, but subject to payment of compensation in the amount of the employee’s average earnings, calculated in proportion to the time remaining before the expiration of the notice of dismissal.

Upon dismissal due to liquidation of the company, the director has the right to all types of severance pay and compensation that are provided for by the Labor Code of the Russian Federation for employees dismissed during liquidation - severance pay (Article 178 of the Labor Code of the Russian Federation), compensation for unused vacation etc. In addition, the terms of the employment contract with the director may provide for additional payments in case of various types layoffs.

When a company is liquidated, it is possible to terminate the employment relationship with the director, even if he is on vacation, sick leave or maternity leave.

The dismissal of a director is a procedure that is related not only to labor legislation, but also to civil law in the part governing corporate legal relations.

Upon liquidation of an LLC labor relations with employees are terminated under clause 1, part 1, art. 81 of the Labor Code of the Russian Federation on the basis of a decision on liquidation. The decision to liquidate can be made by the owners of the company or by the court.

Dismissal due to retirement

When the general director resigns of his own free will due to retirement, the employer is obliged to terminate the employment contract within the period specified in his application (Article 80 of the Labor Code of the Russian Federation). At the same time, labor legislation does not provide for such grounds for dismissal as achievement retirement age. On the contrary, in accordance with Art. 3 of the Labor Code of the Russian Federation, no one can be limited in labor rights and freedoms or to receive any advantage based on sex, race, color, nationality, language, origin, property, family, social and official position, age, place of residence, attitude to religion, beliefs, membership or non-membership of public associations or any social groups, as well as from other circumstances not related to business qualities employee. Thus, if business owners are unwilling to continue cooperation with a CEO who has reached retirement age, they will have to be guided by other arguments. A possible reason for dismissal may be clause 2 of Art. 278 of the Labor Code of the Russian Federation with subsequent payment of compensation.

Termination of powers of the General Director due to his death

This, of course, is not exactly dismissal, but sometimes in practice you have to deal with such cases. The procedure may be complicated by the fact that the general director may be the owner of the company. In any case, the procedure should be as follows:

an order is issued to terminate the employment relationship on the basis of a certificate dated by the date of death in accordance with clause 6 of Art. 83 Labor Code of the Russian Federation;

a corresponding entry is made in the work book;

the personal card is closed;

All due payments transferred or issued to legal heirs.

At the same time, the organization needs to change keys, digital signature, etc., as well as appoint a new person acting as general director and make a corresponding entry in the Unified State Register of Legal Entities.

Dismissal of the general director - a foreigner

Foreign citizens are subject to almost the same labor legislation as Russian citizens, but there are some nuances. So, in accordance with paragraph 8 of Art. 13 of the Federal Law of July 25, 2002 No. 115-FZ “On the legal status of foreign citizens in Russian Federation» Russian employers are required to notify migration authorities of both the hiring of employees with foreign citizenship and their dismissal. For failure to fulfill this obligation within the three-day period established by law, organizations are subject to sanctions in the form of a fine of 800,000 rubles. or administrative suspension of activities for up to 90 days (Part 3 of Article 18.15 of the Code of Administrative Offenses of the Russian Federation).

General Director's Responsibility

According to current legislation, the general director may be subject to both administrative and criminal liability even after his dismissal. This is due to the fact that violations can be detected much later, for example, during an inventory or after passing tax audit.

Criminal liability of the director is provided for:

theft and losses, if intent and guilt are proven;

non-payment of wages;

non-payment of taxes.

In accordance with Art. 78 of the Criminal Code of the Russian Federation, a person is exempt from criminal liability if the following periods have expired from the date of commission of the crime:

two years after committing a minor crime;

six years after committing a crime of average gravity;

ten years after committing a serious crime;

15 years after committing a particularly serious crime.

Currently, the most pressing issue is the issue of liability for non-payment of taxes.

In accordance with Art. 199 of the Criminal Code of the Russian Federation for evasion of taxes, fees and (or) insurance premiums payable by an organization, liability for a fine of 100,000 rubles is provided. to imprisonment for a term of up to two years. And such an act committed by a group of persons by prior conspiracy or on a particularly large scale may entail imprisonment for a term of up to six years.

In this norm, a large amount is recognized as the amount of taxes, fees, insurance premiums, amounting to more than 5 million rubles for a period within three financial years in a row, provided that the share of unpaid taxes, fees, insurance premiums exceeds 25% of the amounts of taxes, fees payable , insurance premiums in the aggregate, or exceeding 15 million rubles, and especially large - an amount amounting to more than 15 million rubles for a period within three financial years in a row, provided that the share of unpaid taxes, fees, insurance premiums exceeds 50% of the due payment of taxes, fees, insurance premiums in aggregate, or exceeding 45 million rubles.

Thus, even after dismissal, the CEO may be held liable for actions committed while working for the organization.

Let us also recall that on June 28, 2017, Federal Law No. 488-FZ of December 28, 2016 came into force, developing provisions on subsidiary liability of directors for company debts arising as a result of their dishonest and unreasonable behavior.

FYI

What should you pay attention to when terminating an employment contract with a general director?

Does the employee fall into the category of employees with children under three years of age who are on sick leave due to temporary disability?

What forms of violations and grounds for dismissal are specified in the employee’s employment contract?

• What compensation is specified in the employee’s employment contract?

Availability of a concluded employment contract.

Availability job descriptions employee.

What powers does the general meeting of participants have according to the company's charter?

If non-compliance is detected official duties or theft, have the deadlines for bringing administrative or criminal liability been met and have the formalities of drawing up documents been completed?

Judgment

An example of holding a director liable for the company's losses is a dispute in which the court upheld the founder's claim against former director on the recovery of losses in the amount of about 8 million rubles that arose as a result of the director concluding a number of contracts on behalf of the company with shell companies. The amount of losses was confirmed by the materials of an on-site tax audit, during which it was discovered that the director had understated the tax base and failed to pay income tax, in connection with which the company was brought to tax liability in the form of a fine and penalty (resolution of the Tenth Arbitration Court of Appeal dated March 23, 2015 No. 10AP -18605/2014 in case No. A41-36477/14).

In another case (resolution of the Moscow City Court dated September 30, 2015 No. 4у/2-4866/2015), the director’s conclusion of fictitious contracts in order to inflate the organization’s expenses in order to reduce the tax base for VAT and income tax became the basis for bringing him to criminal liability with punishment in the form of imprisonment for a term of one year and ten months in a correctional colony general regime. In addition, in a civil suit, the court decided to recover more than 20 million rubles from the director. to state income.

Another example is the decision of the AC Sverdlovsk region dated July 10, 2016 in case No. A60-28209/2016. In this case, the prosecutor filed an application to bring the general director to justice under Part 2 of Art. 14.12 of the Code of Administrative Offenses of the Russian Federation for the deliberate bankruptcy of the company, but the court did not consider the evidence presented by the prosecutor to be sufficient and refused to satisfy his application.

The procedure for dismissing the general director by decision of the founder differs from the termination of employment relations, both with other employees and with senior officials, but in a different way. Its features and rules are established by law and are mandatory for compliance by all employers, regardless of coincidence or discrepancy leadership position with the founding members.

Grounds and methods of dismissal

Key role in leading entrepreneurial activity of a legal entity is assigned to its founder. He performs essential functions and is endowed with special rights:

• controls financial accounting and reporting;
• makes a profit;
• may resign from the founding membership;
• at his own discretion disposes of his own share in the capital of the company;
• accepts in staffing level and dismisses staff, including senior management.

The founder has the right to dismiss the head of an enterprise for various reasons:

1. If, as a result of his actions, property or financial damage is caused to the company.
2. For disclosing information about a company that is a trade secret.
3. When transferring to another company on a part-time basis.
4. If he grossly violated his work duties.
5. In case of bankruptcy of the company.
6. If the owners of the company change.

The dismissal of the head of the company is also possible due to the end of the contract or at his own request.

If the employment contract is terminated due to circumstances beyond the control of the director of the LLC and without his fault, then he will be compensated for the average monthly salary. wages threefold. It is not subject to taxation (Article 217 of the Tax Code of the Russian Federation).

Often the founder is executive body company and can fire himself. In this case, dismissal can be effected in two ways:

1. Terminate the contract on your own initiative.
2. Make a decision of the constituent body, referring to clause 2 of Art. 278 Labor Code of the Russian Federation.

The first option involves writing an application, issuing a corresponding order and making an entry in the work book indicating the article under which the labor relationship was terminated. For samples of an order for the dismissal of the general director of an LLC and a statement, you can use any practical examples on specialized sites, taking into account the individual situation at the enterprise. This method is the most preferable, since when using the second option, which provides for termination of the contract at the initiative of the employer, it is necessary to make a compensation payment to oneself.

According to paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, termination of labor interaction with a senior manager can be carried out without specifying reasons by a decision made by a special body of the company or its owner (representative). Such termination of an employment contract does not apply to measures of legal liability and must be accompanied by increased compensation payment. Its size is established by the parties in the main contract itself, and in controversial situation– by the court (resolution of the Constitutional Court of the Russian Federation No. 3-P of 2005).

The dismissal of the general director by decision of the founder without specifying the reasons for termination of the contract obliges the employer to pay him compensation no less than in the case of termination of work due to a change in the owner of the company (Article 181 of the Labor Code).

Thus, basically, the process of dismissing the director of an LLC is not very different from the dismissal of ordinary employees. However, there are some nuances to it.

Features of dismissal

According to the Labor Code of the Russian Federation, if there are several founders in a company, the employment contract with the general director is terminated by decision of their general meeting. It is also possible to hold a board of directors. However, such a possibility must be specified in the charter of the enterprise.

In government and municipal organizations right to dismissal senior manager their owners have. But holding a general meeting is necessary in such cases as well. It is prerequisite termination of employment relations with senior management. Otherwise, the dismissal may be declared illegal by the court.

Procedure

If a company has a single founder, the procedure for dismissing the general director includes the following steps:

1. Making a decision and drawing up an act on termination of an employment contract by the board of directors or a similar structure.
2. Drawing up a dismissal order on the basis of a drawn up act indicating the reasons for termination of the employment relationship.
3. Familiarization of the dismissed manager with the order.
4. Calculation and issuance of a work book on the last working day.
5. Within three days, notify the former general director of the Federal Tax Service of the event by submitting an application to change the data in the Unified State Register of Legal Entities.
6. Notification to the financial institution servicing the company.

A few days before the immediate termination of the contract with the general director, it is necessary to begin the acceptance and transfer of cases. The procedure for its implementation is usually prescribed in the company's charter.

A lot of documentation is drawn up for the general director to fulfill special powers. For example, powers of attorney for the performance of certain functions, digital signature for conducting banking operations, etc. Upon dismissal from office, he must transfer all entrusted valuables to new management or another competent person.

The transfer of property and documents is carried out on the basis of an inventory (clause 22 Guidelines Ministry of Finance, approved. order No. 119n of 2001). Documentation procedures can be formalized by a special act.

Upon dismissal of the head of the company, by decision of the founder, he is paid:

• three times the average salary;
• compensation for unused vacation time.

These payments are made if the dismissal of the head of the organization was not due to his fault.

If the resigning general director is not at work on the last day, they are carried out upon his written application the next day after its submission. If it is impossible for the director to receive the documentation in person, a notice should be sent to him, which reflects the need to receive them. This must be done by registered mail with a list of attachments. This will confirm that the company has fulfilled its obligations, and there will be no problems with inspection by the labor inspectorate.

Additionally, upon dismissal, the general director is required to fill out a bypass sheet. However, if he does not do this, the documents must still be issued.

Article 81 of the Labor Code of the Russian Federation prohibits the dismissal of a director by decision of the founder, even if he commits a violation during:

• his illness;
• he is on vacation.

An exceptional situation is the liquidation of a company, when the general director must be notified of the dismissal 60 days before the termination of the company's activities.

Registration

In any case, the fact of termination of the employer’s employment relationship with the highest official of the company must be based on a decision made and signed by the constituent body. According to this document personnel service formalizes the dismissal and makes appropriate entries in the work book. To resign on his own initiative, the head of the company must submit an application to terminate the employment contract in the name of the founder.

For many, the question of who signs the order to dismiss the general director becomes relevant. The document is drawn up by the human resources department based on the decision or protocol on dismissal. It is signed by the manager himself, who, according to the law, is obliged to fire himself.

To draw up an order for the dismissal of a director, a sample that reflects its structure and content is convenient. In 2004, Goskomstat developed a unified document form - Form T-8, which is still used today. It must necessarily reflect the basis for termination of the contract, the date of execution and the signature of the manager himself.

Thus, the highest official a firm may be dismissed for various reasons. Upon termination of labor interaction without explanation of the reasons (under Article 278 of the Labor Code), payment to him is required additional compensation. Dismissal is carried out by order of the manager, who signed it for himself.

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The general director, by his status, is entitled to unlimited powers within the enterprise. The responsibility assigned to him increases proportionally. It’s not easy to quit with such a burden, even if you have a strong desire to do so.

Highlights

To terminate an employment relationship of your own free will, in accordance with the legislation of our country, it is enough just to write a written statement about this addressed to the manager two weeks before the last working day. The dismissal of the general director must be preceded by thirty days' notice to the owners of the LLC (Article 280 of the Labor Code of the Russian Federation). This is due to a much more complex procedure for transferring affairs to one’s successor compared to the same ordinary employee. In addition, searching for a candidate for the vacant position will require more time: choosing a new general director is not a trivial task. Mistakes with the choice can easily lead to bankruptcy.

The dismissal of the general director is carried out by decision of the founder (or meeting of co-founders). The appointment of a new “vicar” is also within the competence of the co-owners of the Company.

To inform the meeting of his desire to resign, the CEO convenes it. He has such a right. It is convened one month before the date of dismissal by sending written notices to each LLC participant. When sending by Russian Post, allowance should be made for the delay in delivery of correspondence to its destination, which is inherent in this service.

Role of the CEO

The head of an LLC, OJSC, or CJSC represents the interests of the organization and is responsible for its progressive development and growth in the welfare of shareholders. His power is great, but not unlimited, and is under the control of the co-founders.

On the one hand, he gives work to the hired workers of the organization, on the other, he himself is the same hired, albeit a management unit. The future of the Company that hired him directly depends on his actions and orders.

The dismissal of a director by his own will is, in essence, the dismissal of a hired worker, however, after the expiration of the notice period for dismissal, unlike the latter, he cannot simply decide not to appear at work. The director does not have the right to resign from his position before he transfers all current affairs to his successor, or to the custody of a notary.

The official transfer of affairs is an urgent necessity, as it will delimit the time frame of responsibility between the former leader and his replacement.

The dismissal of the general director is complicated by the fact that the entry about him, as an official representative of the Company, is in the state register of legal entities (USRLE). And it is in his best interests to remove himself from this register when resigning. However, he cannot do this himself.

The transfer of all cases must be accompanied by the drawing up of transfer acts. By doing this, the outgoing boss insures himself against further claims from the new management of the organization.

Legislation on dismissal of management

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The eightieth article of the labor “Bible,” which regulates the issues of dismissal at one’s own will, also applies to cases of dismissal of directors who wish to part with their positions.

Dismissing a manager is somewhat different from the usual procedure. Instead of fourteen days of “working,” he needs a month, because in two weeks he physically will not have time to submit all the cases. However, if the members of the Society do not object, and a candidate has already been found for the vacant position, he may be released earlier.

The dismissal of the general director occurs by decision of the founder, but he must be notified in advance. This can be done by registered mail sent to each member of the Society, or by convening the members of the Society and including the issue of dismissing the manager and appointing his “replacement” on the agenda of this “congress” (Clause 1, Article 36 of Federal Law No. 14). gives the general director the right to convene a “congress” of co-owners when issues arise that require collegial discussion.

If a “replacement person” is not found and a month expires from the date of notice of dismissal, the general director can convene a meeting in order to transfer all matters to the co-founders during the meeting, drawing up the appropriate transfer acts.

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In this case, this collegial body appoints one of the members of the Company to receive business from the outgoing boss and gives him the right to sign the transfer act (Article 40 of Federal Law No. 14).

Has the month expired? The eightieth article of the Labor Code of the Russian Federation gives the right to a boss of this level to leave workplace, having issued an order (Article 84.1 of the Labor Code) on own dismissal and personally signing it. He also makes the corresponding entry in his work record himself.

Reasons and types of dismissal of a manager

The grounds for dismissal of a director may be:

• his personal will;
• the fixed-term contract has ended;
• dismissal occurs by mutual agreement - the agreement of the dismissed person and the owners of the organization;
• the founders themselves want the dismissal of the “viceroy” for the reasons specified in Article 81 of the Labor Code of the Russian Federation, or without specifying the reasons;
• reasons contained in the contract, supplementing the list of Article 81;
• the founders of the organization change;
• the boss brought the Company to bankruptcy;
• dismissal of the director for liquidation of the company.

Dismissal by decision of the founder

How to fire the CEO at the will of the organization's owners? The decision on dismissal is made by the general meeting of co-owners, shareholders or the board of directors, depending on the form of ownership. If there is only one founder, he makes such a decision alone. Next, an order is issued, the unwanted employee is introduced to its contents, the transfer of affairs to the successor is documented, entries are made in the work book, compensation is paid, in a word, the registration proceeds according to the standard dismissal algorithm.

Does the person being fired disagree and consider the dismissal illegal? He can challenge the wrongful dismissal in court.

Dismissal without the consent of the founder

It happens that a manager decides to terminate an employment contract ahead of time, but the owners of the organization are not satisfied with his departure. How can a CEO resign from service without the founder’s “blessing”? Very simple. He asks the meeting of founders to relieve him of his leadership position at his own request.

Forced labor in our country is prohibited by the thirty-seventh constitutional article, therefore the founding “congress” simply does not have the right to refuse to consider an application for dismissal and force them to continue working.

Important

The meeting of founders itself, on the occasion of the dismissal of the “top”, is actually meeting not to terminate the contract with him (this goes without saying, since it is declared by Article 280 of the Labor Code and Article 33 of Law No. 14-FZ), but to assign him an adequate replacements.

The founders may, thereby violating the law, ignore registered letters with notice of dismissal or an extraordinary meeting to elect a new manager. Then, a month later, the director may not appear in his office and complain to the court about the inaction of the founders. At the same time, a demand is made to complete his dismissal of his own free will and to remove his name from the Unified State Register of Legal Entities.

Important

If the owners of the Company ignored the letter of resignation, the director, after waiting the notice period, in accordance with Article 80 of the Labor Code, may not go to work. It is necessary to preserve evidence that the founders were promptly notified of the upcoming dismissal.

Possible problems with the meeting of founders

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A month of notice has passed, and the owners have not shown up for the announced collection? No problem. The director fires himself by issuing an order, entering the basis into the labor document and taking it away. It would be possible to leave calmly; Article 80 of the Labor Bible allows this. But what about matters, documents, material assets and the company seal? There are three options: take it with you, deposit it in the archive according to the inventory, or enter into a storage agreement with a state notary.

It may turn out that a “consultation” of co-owners took place, but a new candidate for director cannot be found. The retiring manager should transfer affairs to any of the founders present at the meeting, according to the appropriate act. But this cannot be done within the framework of one meeting; you will have to convene another one, the last in the practice of the resigning director.

It also happens that the founders come together and new boss appointed. But there is no way to transfer the cases to him yet: one of the participants in the transaction got sick and urgently left for good reasons, in a word, is absent. They act as in the case of a lack of reaction to dismissal on the part of the founders: they leave the documents, seal and valuables of the organization for storage in the archive or with a notary. The contract stipulates the right of the new manager to receive them upon first request.

Dismissal of a director by agreement of the parties

When the owners want to change the chief manager, but he resists, it’s time to offer him dismissal by agreement (Article 78 of the Labor Code of the Russian Federation). The amount of compensation for dismissal offered by the owners of the company can convince him to voluntarily part with his position.

• Having agreed to the founders’ proposal, the manager writes a statement in which he indicates dismissal by agreement as the basis.
• The founding meeting discusses all the nuances of the upcoming dismissal with the person being dismissed, and a written agreement is drawn up. Once all disagreements have been resolved, the document is signed by both parties.
• Next, the dismissal process takes place in the standard way: transfer of affairs to a new candidate for the vacated position, order, registration of the employment contract, full payment.
• Tax authorities must be notified of dismissal within three days.
• Payments must be made to the dismissed employee on his last working day.

If the CEO is the only founder

There are often situations when the functions of a director are performed by a compatriot who is the sole founder of the company. If such a desire arises, he will have to fire himself (Article 273 of the Labor Code of the Russian Federation). A simplified dismissal scheme is in effect. An order is drawn up, dismissal on one’s own is entered into the labor document, and reference is made to paragraph one of part three of article seventy-seven of the Labor Code of the Russian Federation.

Dismissal upon liquidation of an enterprise

When liquidating an enterprise, the decision to dismiss the former boss, acting as an employee, is made by a general “congress” of founders and investors, having previously notified the candidate for unemployment sixty days in advance. Also, a sixty-day notice is sent to the employment service about the impending liquidation and release of a large number of workers. The documents are signed and the affairs are accepted by the liquidation commission appointed by the meeting or the manager selected based on the results of the competition.

The tax office is notified within three days after the decision on liquidation is made. After dismissal, the general director has the right to financial support in the amount of average salary within two months while searching for a job, provided that within fourteen days after dismissal he registers with the employment center.

If the manager is a founder and is a member of the liquidation commission, his dismissal is carried out in the same way, but he remains on the commission, transferring to it all his previous powers (Articles 178, 180 of the Labor Code of the Russian Federation).

Dismissal of a manager during bankruptcy

The ruin of an organization most often becomes a direct consequence of the ineffective activities of its director. That's why they don't stand on ceremony with him. There is no warning of impending dismissal. No severance pay or compensation is given. The decision on dismissal from office is made by the arbitration court (Article 126 of Law No. o127-FZ), it comes into force immediately. After this, the former director needs to have time to hand over all files, documents, seals, and valuables of the company to the appointed temporary manager within three days.

Notice period for director's dismissal

The director notifies the co-founders of the impending dismissal thirty days in advance, which is twice the warning period of an ordinary worker. With the consent of the founding council, he can be released earlier. Of course, if he manages to hand over all the cases to the candidate in his place.

Stages of the dismissal procedure

First, all co-founders are notified of the meeting, the agenda of which includes the dismissal of the director.

1. The owners of the company accept and approve the minutes of the meeting, indicating in it the reason for the dismissal of the “top”.
2. A dismissal order is issued and recorded in the journal.
3. Acts on the transfer of cases, documents, and property are drawn up.
4. All amounts due upon dismissal are paid.
5. Information about dismissal is entered into the dismissal person’s personal and employment records.
6. The bank and the tax service are notified of the change in management.

Application for dismissal of a manager

The structure of the “dismissal” letter is standard:

• in the upper right corner write the details of the addressee (the board of directors, the chairman of the general meeting of co-founders, etc.);
• under them - the position occupied by the resigning person and his full name;
• in the center of the next line write the word “statement.”;
• then, in a new paragraph, they state a request for dismissal with reference to Article 280 of the Labor Code of the Russian Federation and indicating the date of termination of the contract;
• dated and signed, deciphering the painting immediately after the stroke.

The completed paper is put aside until the general meeting, which the dismissed director has the right to convene. He sends out a notice to all company owners about the day of the “founders’ convention.” The event takes place officially and is recorded. The decision approved by the majority is documented. Based on this, a dismissal order is written. And the related procedure begins.

Order to dismiss the general director

The document is usually (but not necessarily) drawn up in the T8 form, specially unified for this type of paper. The exact same one is used when dismissing any worker. It is interesting that the director has to fire himself: he writes the order himself, endorses the paper himself and signs that he is familiar with it. It sounds and looks comical, but these requirements are legal, follow from Article 84.1 of the Labor Code of the Russian Federation. An order can be drawn up without using unified forms, however, it must comply with the norms of Federal Law No. 402-FZ.

Record of dismissal in labor

There is nothing original that differs from the standard entry: the next sequential number, date, wording referring to Article 280 of the Labor Code (without abbreviations), and to a document confirming the fact of dismissal. We are talking about the details of the minutes of the meeting of co-owners, and if the owner of the LLC is one, then his sole decision. The entry is certified by the company seal. Are the owners ignoring the director's written request for dismissal? He has the right to fire himself, having completed all the paperwork. In the work book, as a document indicating dismissal, the number of the order that the director wrote to himself is indicated.

Change of dismissal date

The general manager can make adjustments to the date of his dismissal until information about his dismissal and the appointment of a successor is included in the unified state register of legal entities. An internal order is issued for this purpose.

What must a resigning CEO do?

The first is the transfer of affairs to the new director. A deed of transfer is drawn up; it is better if it is signed not only by the successor himself, but also by a couple of witnesses present at the transfer. Stamps and seals, keys to premises and safes must also be handed over against signature.
If there is no successor, and the owners cannot resolve the disagreements that have arisen between them, the documentation is kept temporarily at home, or transferred to the archives of an organization or a notary for storage. You can send a valuable parcel, enclosing an inventory of the contents, to the founder of the LLC, if he owns the company alone.

The most reliable way is with a notary or an institution engaged in archival storage of documentation. However, these services will not be cheap at all.

The second thing a resigning CEO should be concerned with is fulfilling his reporting and salary obligations to employees.

Third, hand over all cash contents of the cash register to the credit institution with which the enterprise works, reporting on all amounts that require reporting. Few of the directors remember that, just in case there is a firefighter, it is required to keep all the tear-off stubs of orders and issued receipts. In addition, when submitting advance responses for verification, you must take the detachable part of the form, which indicates which papers have been submitted to the accounting department. Not copies, but originals.

Fourth, if a new candidate for the post being left is not approved, the dismissed general director should notify the tax office himself. Form P14001, which implies notification of the transfer of official powers from the old “chief” to the new one, cannot be filled out in such cases due to the absence of a successor. But on the other hand, a notification letter sent to the tax authorities will insure the fired person in case of possible claims in the future.

Transfer of cases upon dismissal of a director

The general director convenes a meeting of co-owners to transfer affairs to his successor. If his candidacy has not been approved by this time, the “conference” will elect one of the co-owners and give him the right to accept documents, keys, seals and valuables from the ex-director. This appointment is also recorded by the relevant act.

The date on which the general director is fired is extremely important for him, because by relinquishing all powers, he also loses responsibility for any illegal actions of the co-owners committed after this date. But if mistakes are discovered during his “reign”, he will have to answer.

The algorithm of actions of the general director when transferring affairs after dismissal is not specified in the laws, but it should include the following points:

• Cash must be deposited with the bank immediately.
• Report taxes. Sign all pending orders and contracts, terminate expired agreements, in a word, put all documentation in perfect order. Pay debts on transactions and salaries to the collective of workers.
• The organization's current accounts should be closed. Often they have money left over, which prevents them from doing this. Then the bankers are notified in writing that the director has been fired and no more transactions can be made on his behalf. The notice from the management of the credit institution is drawn up in two copies; after signing, one remains with the dismissed director, the second - with the banker.
• No successor has been appointed? Should by simple letter notify the Federal Tax Service that the dismissal of the director took place in accordance with the norms of the law on such and such a date, month, year. This will save the fired person from problems with missed reporting deadlines, if these happen after his dismissal and through no fault of his own.

Actions of a notary

The notary clerk accepts for storage company documents from the dismissed general director with or without an attached inventory, if there is no one to transfer the affairs to yet. The package packaging must not have any damage. Having verified this, the notary puts his stamp on the package and signs it. From this moment on, he is fully responsible for the safety of the package entrusted to him. Only the new CEO, appointed by the board of directors of the company, proving that he is exactly who he introduced himself when contacting the notary.

A notary can act as a witness that the general director has done everything to ensure the safety of the company’s documents: he locked the safe with a key, issued papers to employees to solve production problems, etc. The clerk will legally confirm the legality and timeliness of any actions of the dismissed person, for example, sending out notices about a meeting of owners took place. The general director can involve a notary to inspect the valuables belonging to the LLC for their safety and draw up the corresponding act. Therefore, if the atmosphere in the company is unhealthy, it is better to pay a notary and he will provide the dismissed person with evidence of the legality of his actions. This evidence, as well as the personal presence of the notary, can be used in court to defend against wrongful charges.

What payments are due upon dismissal of the CEO?

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Compensation for the dismissal of a director by decision of the founder is possible in two cases:

• the owner of the company changes;
• at the will of the owners without explanation.

The size of the “golden parachute” cannot be less than three monthly salaries of the dismissed top manager.

Compensation in the amount of one month's salary will be given to those dismissed due to the liquidation of the Company. But at the same time, he retains the right to two more average salaries, which will be paid if the dismissed “top” registers with the employment center and does not find a job within two months.

Dismissal based on “guilty” points of Article 81 of the Labor Code of the Russian Federation generally excludes any payments. Often a fired top executive also has to compensate for the damage caused to the enterprise.

The law is silent on mandatory compensation when it comes to dismissal by agreement of the parties. But in real life There is usually no reason for the person being fired to agree to dismissal without a financial incentive, so certain monetary incentives are always negotiated. Their size suits both the dismissed general director and co-owners equally.

When resigning on their own, the “top” cannot count on any severance pay. But even in this case, money is often paid, because such a condition may well be contained in the employment contract with the director, increasing the attractiveness of the position even before applying for it.

Compensations for dismissal of top managers are limited to three monthly salaries only in government institutions and organizations whose property is more than half owned by the state. In commercial associations, the owners themselves decide what size “golden parachute” to allocate to the ex-director. Usually they do not skimp on such payments, because this will be good advertising for attracting a new promising manager.

Calculations of compensation for dismissal

Since the compensation for dismissal of a top manager is equal to three average monthly salaries, calculating the amount is not difficult.

Example

The “top” appointed for two years worked in the company from the day he started working on December 30, 2016 until the day he was dismissed at the initiative of the co-owners on January 9, 2018.
The twelve months of 2017 are taken into account, in which there were two hundred and forty-seven working days.
He spent twenty of them (including weekends - twenty-eight calendar days) on legal leave, twelve on a business trip, five treated in the hospital. Total - thirty-seven days, which are excluded from the calculation.
This means that the total number of days actually worked was two hundred and ten (we subtract 37 from 247).
The director's salary, let's say, is fifty thousand rubles. And he was not paid any bonuses. Of course, we ignore vacation pay, sick leave and business trips.
In two hundred and ten days, the dismissed person, according to the statement, earned 520 thousand rubles. This means that in one day he earned an average of 2,476 rubles. (520000/210).
Compensation upon dismissal is calculated as follows:
We multiply the average daily earnings by the number of working days in three months (from January 10 to April 9). According to the statement, there are 61 of them. We get: 2,476 rubles. x 61 = 151036 rub. This is exactly the amount of severance pay for the fired boss.

Notification of the Federal Tax Service and extra-budgetary funds about dismissal

Has the “consilium” of co-owners dedicated to the dismissal of the old one and the appointment of a new governor ended? The successor has three days to notify the Federal Tax Service department in which the LLC was registered about the change of management. He takes with him two documents: a notarized statement in form P14001, a copy of the minutes of the meeting that appointed him as the new boss. There is no need to pay state duty for this action. Didn't make it in three days? A fine of five thousand rubles is possible (Article 14.25 of the Administrative Code of the Russian Federation).

Important

The law does not require that the removal of the previous director general and the appointment of a new one take place on the same day. However, until he has been appointed, the tax authorities must still receive a notification within three days about the termination of the powers of the dismissed “boss”.

An application to change an entry in the Unified State Register of Legal Entities is accepted only from the new general director personally. If it doesn’t exist yet, and the old boss decides to remove his name from the state register, he’s unlikely to succeed. Based on the requirement that the P14001 form be signed exclusively by the new boss, the tax authorities will simply refuse him. An absurd situation arises: in fact, he is no longer a representative of the authorities at the enterprise, since he was fired, but legally he remains one, because the data about him as the general director is still contained in the Unified State Register of Legal Entities and it is beyond his control to remove them from there.

Many fired bosses turn to the courts for this reason. And gradually a practice is emerging where their claims are satisfied: judges oblige tax officials to change entries in the state register at the request of individuals from whom the general director’s powers have been removed.

There is no need to report a change in management anywhere other than the bank: the Federal Tax Service itself will notify the management of extra-budgetary funds, Rosstat and inform other government bodies. That's why there is interdepartmental interaction - information system, costing the country a considerable penny.

Changing data in the bank

While the director's chair is empty, the company cannot carry out any financial activities, requiring certification from the boss's personal facsimile. There is no one to sign the papers and thereby take responsibility! Therefore, delay in electing or appointing a new boss can have serious consequences.

Has the issue with the new “top” been resolved? It is urgent to change the entry in the state register of legal entities, and then bring the following documents to the bank where the current accounts are opened:

• minutes of the meeting of co-owners or a resolution on the appointment of new management;
• updated entry sheet of the state register of legal entities;
• order appointing a new general;
• a card containing a sample signature of the new boss.

If working with a current account is carried out through Internet banking, you will need to generate a new electronic access key to the system.

Revocation or confirmation of issued powers of attorney

Managing the company former boss could delegate powers through written powers of attorney certain persons so that they perform any actions on his behalf. If powers of attorney were signed not for one-time use, but for specific temporary periods, then after the dismissal of the boss, it is possible that they continue to be valid. Such papers must be strictly recorded in the appropriate journal. The validity period of each document is indicated there. The outgoing boss should revoke existing powers of attorney to ensure that no one uses them for their own personal purposes.

The same must be done in relation to personal stamps and facsimile prints. The next boss will order these himself.

What responsibility does the director of an LLC have after dismissal?

Individually managing the enterprise, the director bears considerable responsibility for ensuring that the activities of both himself and his wards do not go beyond the law. Upon dismissal and transfer of affairs to the next manager, this responsibility is not relieved. Until the statute of limitations expires for offenses or crimes committed during the “rule” of the company, he can easily be summoned to court as a defendant.

Therefore, if there were violations, and the audit financial statements after the arrival of the next boss they will be discovered, you need to prepare either money or crackers, depending on the severity of these violations. Responsibility can be either personal or joint if his deputies, the chief accountant or chief engineer. Depending on the articles violated, either administrative or criminal prosecution will be applied.
This is the specificity of the work of top managers; they are responsible for the entire business.

The new general needs to scrupulously check the affairs transferred to his jurisdiction from his predecessor, even before he finds himself in the coveted leather chair. Did you look at the violations committed by the previous top and his team? You can easily become an accomplice in the face of justice.

How long does liability last after dismissal?

How long the sword of Nemesis will be raised over the fired boss depends on the severity of the “legacy” he left at the enterprise:

• within a year, he may be sued for compensation for material damage, as well as for other administrative offenses;
• for non-serious criminal violations - for two years, crimes of moderate gravity - six years, serious crimes - up to ten years.

If the ex-boss, not wanting to pay or sit in prison, went on the run, the statute of limitations will begin to run from the day the court verdict in his case is announced.

Legal challenge to dismissal

Despite the appointment of the position, the dismissed “top” is legally protected upon dismissal. If the dismissal is illegal and there is evidence of this, they are ready to hear him in court within a month from the day he was fired from work. There were no grounds for dismissal, and they said goodbye to the specialist, violating the requirements of the Labor Code? The judge will demand that the dismissed person be reinstated in his previous position and be paid for forced absences, attorney fees, and compensation for moral suffering.

How to fire a director without paying him benefits? Co-owners often kick him out for incompetence, resulting in serious material losses and for gross violations of the obligations set out in the contract. Often these violations are not even specified.

It will be difficult for the fired person to sue the business owners, so it is difficult to do without specialized legal assistance. In any case, when the court sides with the plaintiff, the defendant will cover the costs of the litigation out of his own pocket.

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