The position of director of any enterprise or business organization is considered prestigious, promising and very responsible. People around them always look at such people with respect and, one might even say, with some envy. This opinion exists despite the fact that the work of a director is filled with a lot of hassle and difficulties. This fact is confirmed by practice, when even the procedure for dismissing him from his place of work has a completely different mechanism than for other employees. You can learn more about the intricacies of the director himself in this article.

The CEO position is the most important

As you know, the position of director in an enterprise or business organization is the key and most responsible. His responsibilities include monitoring and organizing the production and economic process, resolving issues of a financial and economic nature, monitoring the safety and efficient use of property, as well as defending the interests of the company in government, law enforcement and judicial authorities. In a word, the director is the key figure in an enterprise or business organization.

That is why the procedure for dismissing a director always causes some legal difficulties that do not allow him to fully take advantage of his legal right to resign from his place of work of his own free will. These difficulties are caused by the fact that it is necessary to spend more time searching for a new candidate, transferring cases and the dismissal procedure itself.

Law establishing the procedure for dismissing a director

Article 31 of Law No. 14 F3 clearly states that the single director is the main executive of the entire production company. But he, like any other employee, has every right to break at his own voluntary request.

A distinctive feature of the procedure for registering the dismissal of a director is that the organization needs to spend much more time on it. Article 28o of the Labor Code of our state determines that the manager must give notice of his intention to permanently leave his place of work no later than one month.

All other aspects of registration of dismissal must be carried out on a general basis, as established by law. The specified monthly period can be significantly reduced if agreed upon.

It is worth remembering here that no one has the right to go against Article 37 of the Constitution of the Russian Federation, which talks about freedom of labor. This law is also confirmed by Article 2 of the Constitution of the Russian Federation, which states the prohibition of forced labor. Based on such laws, a meeting of shareholders of a company should not give permission to dismiss a director, but only state the fact of the decision made. The procedure for transferring affairs itself is voluntary, and is needed only to establish the line of responsibility between the old and new manager. Inaction of the founders in this matter or slowing down its decision is a direct violation of the law. Although, as practice shows, in such cases nothing ever happens smoothly. A person has to make some efforts to resign from the position of director.

Mechanism for going through the procedure for dismissing a director

The first action required to begin the procedure for dismissal from the position of director should be the organization of an extraordinary meeting of the company's company or business organization. To do this, you need to send notices to all founders at their legal addresses about the date of the meeting and the need for this meeting. If the main participants of the company ignore such notices, then they need to be notified of their upcoming resignation from work of their own free will. To achieve a positive result, it is necessary that the application for payment from the occupied workplace and notice of the date of the meeting be in the hands of the founders of the enterprise.

The most reliable means for delivering such documents to recipients is mail. In this institution you need to use the service of delivering valuable letters with an inventory of the attachments.

Thus, the sender will have an inventory stamped by the post office and a receipt confirming the fact that the valuable letter has been sent. It is worth remembering that Article 36, paragraph 1 of Law No. 14 F3 establishes the right to participate in the meeting of each company participant after notifying them by a valuable letter with an inventory of investments or other method that does not contradict the company’s charter. Therefore, in order to comply with all the letters of the law, it is extremely necessary to duplicate the method of notification using a valuable letter with the usual notification of the founders about a future meeting and settlement of the head of the company.

At the end of the month, after submitting a letter of resignation and notifying the founders of the company of such intention, in accordance with Article 280 of the Labor Code of our state, the head of the company has the absolute right to stop performing his duties. The procedure for his dismissal will be considered completed, as defined in Article 80 of the Labor Code of the Russian Federation. In addition to all this, the director has every right to make all the necessary entries in his own. Such actions will in no way contradict paragraph 45 of the rules for storing and filling out work books.

Algorithm for the possibility of removing personal data from state registration of legal entities

Responsibility continues even after dismissal...

It would be a mistake to believe that there will be a complete release from liability immediately after submitting an application for dismissal of the general director of the LLC at his own request and its approval. The problem here is that in the unified state register the director’s data will continue to be listed as the sole executive body. And here it’s almost difficult to change anything right away.

This problem occurs due to inconsistency between legislative and regulatory documents. The explanation for this fact is as follows and consists of two sides of the “coin”:

  • The first side is that the management body of the company is obliged to notify the tax authority about the dismissal of the manager, whose data is listed in the register. This obligation is established in the law called “Rules for registration of legal entities and individual entrepreneurs.” It is listed under Federal Law No. 129 of August 8, 2001.
  • The second side is that, according to Articles 17, 18 of Federal Law No. 129, along with a notice of a change in the head of the company, a recorded decision of the general meeting and a statement in the established format under No. P14001 must be provided to the tax authority.

At first glance, the sequence of performing these actions looks quite logical. But this is only at first glance. Article 9 of Law No. 129 of the Federal Law clearly defines those persons who have the right to submit applications for state registration. In parallel with this regulatory document, there is decision No. 2817/06 of April 29, 2005, in which representatives of the Supreme Arbitration Court of the Russian Federation approved that the departing director from his post loses the authority to act on behalf of the company.

So it turns out that, on the one hand, the resigned manager must provide, but on the other hand, he does not have the legal right to do so. Adding to all this confusion is the fact that the application must include the details of the new head of the company. In such a situation, there is nothing left to do but wait until the new head of the enterprise takes his post. There is no other way out here.

Steps to avoid possible troubles

For a person who held the post of director of a company and decided to resign, it is very important to establish the date of his departure from office. Only it establishes the limit of the existence of responsibility. In order to avoid unforeseen situations, it is extremely important, as a safety net, to perform the following actions:

  • It is necessary to provide everything from the company’s cash desk to the banking institution and deposit it into the account.
  • You need to pay off all debts and taxes, as well as submit all the necessary reporting documents.
  • Close all current accounts of the company. In the event that such an opportunity is not provided due to the funds located there, it is necessary to officially notify the bank director about the change in management and impose a ban on conducting any financial transactions from these accounts

These steps taken will help avoid many problems until the new manager takes control and responsibility of all current affairs and receives official status.

Rules for resolving the issue of storage and transfer of documents

When registering his dismissal, the general director of the company has the legal right to deal with documentation as follows:

  1. Store documentation personally.
  2. Before the time for termination of your powers, transfer the documentation for storage to the archival authority on the basis of a concluded agreement providing for their return.
  3. Transfer all documents for safekeeping to a notary office on behalf of the company

In turn, the notarial body during the storage of documentation has the following powers:

  • Record the time of receipt of documents for storage.
  • Receive deposit investments and documents of value.
  • Take the provided documentation for safekeeping on behalf of the company.

When a company director who has resigned applies to a notary organization regarding the preservation of documents, the notary has every right to accept them without drawing up a corresponding inventory. This can be done when the documentation package is completed and packaged in the proper way. In this case, the packaging must be stamped by a notary office and signed by the persons handing over and accepting documents for safekeeping. After such a procedure, the notary bears full responsibility for the safety of securities.

It is worth clearly understanding that the transfer of securities to a notary for safekeeping should be carried out on behalf of the company. Then the new manager, after taking office, can take them back without any problems.

As for material assets that are the property of the company, they can also be transferred to the deposit of a notary. This step should be taken when there are no persons in the company capable of taking them into custody.

Expert lawyer's opinion:

The procedure for dismissing the head of a legal entity is necessarily described in its charter or regulations on the basis of which the legal entity operates. These provisions may differ slightly from the general rules for employees. In addition, voluntary dismissal is also stipulated in the contract, which may have some restrictions.

But the main thing is that all these restrictions must not contradict both the Labor Code of the Russian Federation and the Civil Code, and the legislation on relevant legal entities (JSC, PJSC, LLC, etc.). It should be remembered that the head of an enterprise is not just an employee, but an employee who has obligations to the state and the owner, which he is obliged to comply with.

The video will tell you how to quit of your own free will: how to do it right:

has a number of differences from the procedure for dismissing an ordinary employee. The reason is that such an employee is the main executive body of the company, without whom it cannot continue its activities. We will talk about the features of this procedure in our article.

How to dismiss the director of an LLC at your own request

The procedure for dismissing the director of an LLC at his own request includes several stages:

Compliance with legal requirements at each stage can protect the organization from possible claims from the former manager and the labor inspectorate, as well as ensure its continued full functioning.

Drawing up a letter of resignation for the general director

Letter of resignation to the founder from the director- a document that confirms the will of an employee who wants to leave his position. It is drawn up 1 month before the expected date of leaving work (Article 280 of the Labor Code of the Russian Federation). Writing an application is not a mandatory step. Sufficient evidence of the will of the general director is the notice given to the founders of the company.

The legislation does not establish clear requirements for the document. If you decide to use any sample application for dismissal of the general director of an LLC, you need to remember that the document must contain information about the employee and employer, the date of the upcoming dismissal, the date the document was drawn up and the signature of the applicant. It must be borne in mind that for the head of the company, the employer is the general meeting of the company’s participants.

Submit your application to dismissal of the director at his own request You can do it in person or using a postal or courier service. In any case, the date of notification is considered to be the day the document is received by the employer. The main thing is to record the fact that the application has been received by the addressee - for example, to receive a note that the letter has been delivered.

Notice from the General Director of dismissal

After making a decision to resign from office, the director should set a date for an extraordinary meeting of the company's members and send them information about the time and place of its holding. The notification rules are listed in Art. 36 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ:

  1. Notice must be given at least one month in advance of the upcoming meeting.
  2. It is necessary to notify each LLC participant individually.
  3. The notice may be sent by registered mail or other method provided for by the company's charter.
  4. The notice must contain information about the time and place of the meeting, as well as a list of issues planned for discussion.

Taking into account the above rules, we can say that the best option is to send an application to dismissal at the own request of the general director of the LLC members of the organization along with notice of an extraordinary meeting of participants.

The procedure for agreeing upon dismissal with the founders of the organization

At the meeting, the founders discuss and decide the issue of the upcoming departure of the head of the company. Since Art. 37 of the country’s basic law prohibits forced labor; LLC participants do not have the right to refuse the head of the organization early release from office.

Don't know your rights?

Refusal to participate in a meeting and evasion of serving a notice are not valid reasons for the general director to continue working against his wishes. In case of such behavior of the employer, the head of the organization may go to court. The statement of claim served on the employer is sufficient confirmation of the director’s desire to leave his position. As a practical example, we can cite the appeal ruling of the Perm Regional Court dated August 5, 2013 No. 33-7154.

During the extraordinary meeting, the founders agree on the date of the upcoming voluntary dismissal of the CEO, and can also agree with him on a longer period of service necessary to find a new candidate for the position of manager. If an agreement is not reached between the employer and the employee, the latter has the right to resign without the consent of the founders. The main thing is to follow the procedure as required by law.

Order for the dismissal of the general director at his own request, sample order

The head of the organization can issue and sign a resignation order independently after the meeting. It states:

  • name of the company and its details;
  • information about the person being dismissed;
  • reasons for dismissal;
  • date of departure of the CEO from office.

In this case, as a rule, the unified form of document No. T-8 is used, approved by the Decree of the State Statistics Committee of the Russian Federation “On approval of unified forms of documents...” dated 01/05/2004 No. 1. However, the use of this particular template is not mandatory; the employer, if desired, has the right to independently develop the form document. A current sample of an order for the dismissal of the head of an organization can be downloaded on our website.

Making an entry in the work book and paying the general. director

The head of the organization can make an entry into the labor register himself or entrust this to an authorized person of the organization. He also has the right to certify it with his signature and the seal of the organization (if any). The main thing is to comply with the requirements of the instructions for filling out work books, approved. Resolution of the Ministry of Labor of the Russian Federation dated October 10, 2003 No. 69:

  1. Fill out all fields of the document.
  2. Use Arabic numerals when filling out.
  3. Avoid abbreviations and corrections in records.
  4. Competently formulate the reason for dismissal.
  5. Add a link to the legislative norm that became the basis for termination of the employment relationship.
  6. Indicate the details of the order to terminate the contract between the dismissed person and the employer.

At dismissal of the general director at his own request he can count on payments and compensations required by law: wages for time worked, compensation for unused vacation, etc. In addition, the former general director transfers affairs to the new head of the organization. In the event of the temporary absence of a legal successor, the ex-manager may:

  • continue to independently store the seal and documents of the organization;
  • entrust storage to a special archival organization;
  • hand over the documents and seal to a notary for safekeeping.

The right to store documents for notaries is granted by Art. 97 “Fundamentals of the legislation of the Russian Federation on notaries” dated 02/11/1993 No. 4462-1. When transferring, you must remember that documents are accepted and stored on behalf of the organization. This gives the new head of the company the right to pick up the documents and seal at any time.

Does the procedure for dismissing the general director of an organization at his own request provide for notification of the tax service?

The answer to this question is contained in sub. "l" clause 1 and clause 5 of Art. 5 of the Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ, which require information about the dismissal of a director of a legal entity (including at his own request) and a change in the executive body of the company to be transmitted to the tax authority. To do this, you must submit an application drawn up in form P14001 to the tax office, having previously certified it by a notary. The application is submitted by the newly appointed head of the company within 3 days from the date of appointment to the position, after which the tax authority enters information about the new head into the Unified State Register of Legal Entities.

A person dismissed from the position of general director must make sure that his data is deleted from the Unified State Register of Legal Entities. An unscrupulous approach to this issue can cause trouble in the future: problems with employment by a manager in another organization, the danger of financial liability for the company’s debts in the event of bankruptcy, etc. If a new head of the company has not been appointed, the application can be signed and submitted by the previous general director .

Peculiarities of the procedure for dismissal of a general director who is a pensioner at his own request

The process of dismissal at the own request of a person who has reached retirement age has one feature: such an employee has the right not to work out the period provided for by law (Part 3 of Article 80 of the Labor Code of the Russian Federation). Thus, the head of an organization who is an old-age pensioner is not required to meet the deadline for leaving work.

However, it is still necessary to follow the formal dismissal procedure (notify the founders, convene an extraordinary meeting of company members and make a decision to dismiss the retired manager). The entry in the work book must indicate that the reason for termination of the employment relationship was retirement.

The procedure for the voluntary dismissal of the general director - the sole founder of the company

In the case where the manager is simultaneously the sole organizer of the company and its owner, the procedure dismissal of the general director at his own request is greatly simplified. According to Part 2 of Art. 273 of the Labor Code of the Russian Federation, labor regulation standards for managers do not apply to such an employee.

In this situation, the head of the organization can at any time independently write a corresponding statement and decide on his dismissal. That is, the duration of the process is significantly reduced, since there is no need to notify yourself of the upcoming dismissal, wait 1 month and organize a meeting of participants. Simultaneously with the decision to dismiss, the sole founder can appoint the head of the company.

Responsibility of the CEO after dismissal

The work of a manager involves making difficult decisions. He will bear responsibility for his actions and decisions - both material and criminal - if there are grounds for its occurrence, even in the event of dismissal from office.

Thus, the financial responsibility of the manager arises in the following cases:

  • in case of loss of property;
  • damage to the organization's property;
  • unforeseen expenses of the enterprise;
  • loss of profit by the company due to the fault of the manager.

As a rule, these circumstances are discovered after an audit of the company. The employer of the dismissed head of the organization may file a claim in court demanding compensation for damage caused by the actions of the general director. If the claims are satisfied, the recovery may be directed to the property of the former employee.

The illegal actions of a manager may become grounds for bringing to criminal liability under the following conditions:

  1. His actions (inaction) constitute a crime.
  2. The manager's guilt is documented.
  3. The statute of limitations has not expired.

In conclusion, it remains to be said that the optimal solution would be peaceful negotiations and mutually beneficial agreements between the head of the enterprise and the founders, since they allow you to avoid litigation and quickly dismiss the general director at his own request.

The dismissal of the general director at his own request involves the implementation of a whole range of measures. We will talk about them in our article.

Dismissal of a director: dismissal order and other procedures

Dismissal of the general director at his own request is a process that requires the employer to comply with a set of mandatory and timely procedures. The general issues to be resolved in this situation are recording the resignation letter received from the employee, issuing a dismissal order, carrying out the final calculation and procedure for transferring cases, making an entry in the work book, etc.

In general, the dismissal schemes for an ordinary employee and a company manager are similar, but there are also differences. For example, labor legislation establishes different deadlines within which the employee and the director must notify the employer of their desire to leave.

IMPORTANT! Before resigning as a CEO of your own free will , he has the right to terminate labor relations with the company by notifying the owners one month in advance (Article M280 of the Labor Code of the Russian Federation). He must express his intention in writing.

The procedure for voluntarily dismissing a CEO is more complicated than the process for voluntarily terminating an employment agreement with ordinary employees. This is due to the need to comply with additional legally established procedures. For example, the issue of termination of powers of the general director of an LLC is resolved by the general meeting of its participants (Article 33 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ).

IMPORTANT!If the owner delays the dismissal of the director and after a month from the date of receipt of the application the issue of termination of powers has not been resolved, according to labor legislation the director has the right to stop working (Article 80 of the Labor Code of the Russian Federation).

Both the director and the owner will have to work hard within the monthly period specified by law. Before the director of an LLC resigns of his own free will, it is necessary to select a suitable candidate for the vacant position and formalize the appropriate powers, organize the transfer of all affairs from the resigning director to his successor, and provide documentary support for the procedure for the dismissal of the previous director.

In addition, a number of mandatory functions have to be carried out, including informational ones - notification to tax authorities, banks and other interested parties about changes in data about the head of the company.

This will be discussed in the following sections.

How to resign at your own request as a director of an LLC - registration

The transfer of cases

If the director of an LLC is dismissed at his own request, registration of such an act, as for the head of a company of a different organizational and legal form, is a complex procedure. The transfer of affairs from the previous director to a new one is one of the stages of such a procedure, although this stage is not provided for by law for an LLC.

Nevertheless, it is still better to formalize the transfer of affairs. Documentary evidence of such a transfer can be provided by a transfer and acceptance certificate in any form, which will reflect all the necessary nuances. The procedure for dismissing a general director at his own request stipulates that, first of all, the resigning director must record in the act the transfer of documents for the safety of which he is responsible, including:

  • constituent documents (originals);
  • agreements with banks;
  • certificates of ownership of the company's real estate and land plots;
  • originals of SRO membership certificates, licenses;
  • company seal, keys to safes, safe deposit boxes;
  • valuable items, etc.

When dismissing the general director of an LLC at his own request, you should not neglect such an important procedure as taking an inventory of property. The need to carry it out when changing materially responsible persons (MRP) is provided for by the Methodological Instructions for Accounting for Inventory and Inventory (approved by Order of the Ministry of Finance of Russia dated December 28, 2001 No. 119n).

IMPORTANT! The director of the company is the MOL (Article 277 of the Labor Code of the Russian Federation) and bears full financial responsibility for direct actual damage caused to the company.

Procedure for informing tax authorities and bankers

Another important mandatory action in this situation is informing the tax authorities. Since the normal functioning of the company in the absence of a sole executive body is impossible, the process of dismissing the general director at his own request occurs almost simultaneously with the appointment of a new one. This process is called a change of leadership, and one of its elements is informing the relevant authorities.

IMPORTANT! An application for a change of director is submitted to the tax authorities at the place of registration of the company using form P14001. The signature of the applicant is notarized. The submission period should not exceed 3 working days from the date of taking office (Clause 5, Article 5 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ).

Tax officials insist that the former director must report the termination of the powers of the previous director and the change of management, since the new director will receive the authority to sign documents of this kind only after information about him appears in the Unified State Register of Legal Entities.

IMPORTANT! If the application in form P14001 is not submitted to the tax authorities in a timely manner, a fine of 5,000 rubles is possible. according to Art. 14.25 Code of Administrative Offenses of the Russian Federation.

Tax authorities will notify extra-budgetary funds about the change of director through their own channels, so there is no need to be distracted by resolving this issue.

In order to perform the information function, the owner must notify bankers. You will have to visit all banking institutions where the company has current accounts and submit a whole package of documents. The composition of these sets varies from bank to bank, but they may include the following papers:

  • certificate of amendments to the Unified State Register of Legal Entities;
  • extract from the Unified State Register of Legal Entities;
  • protocol (decision) on the appointment of a new manager;
  • order to take office;
  • current charter of the LLC, etc.

After this, the bank card is reissued with a sample signature of the new director.

Drawing up a dismissal order and making an entry in the work book - where can I get a sample?

Since the director is also an employee of the company, documentation of the fact of his dismissal can be carried out using the usual dismissal order in the T-8 form.

Find out how to fill out the documents required upon dismissal, and where to get a sample of their execution when dismissing a general director, from the articles on our website:

  • “Unified form No. T-8 - form and sample filling”;
  • "Unified form No. T-61 - form and sample".

The director will have to sign such an order himself and sign for familiarization with it (Article 84.1 of the Labor Code of the Russian Federation).

If the resigning director does not issue an order, as justification in the work book (column 4) you can indicate the details of the protocol of the owners’ decision to terminate the employment relationship with the director.

Results

When dismissing the general director, it is necessary to comply with the entire range of actions provided for in such a case - from receiving an application to issuing an order and organizing the transfer of cases.

Changing company management is a common occurrence in business practice. Such a step may be associated with unsatisfactory performance of the LLC, illegal actions, a change in the profile of activities or strategy in the absence of the corresponding competence of previous managers. It is also necessary to part with the manager when the enterprise is liquidated. Dismissal of an LLC director is more complicated than the procedure for terminating the powers of an ordinary employee. Step-by-step instructions and all the nuances of the process are in our article.

Grounds for dismissal

The Labor Code specifies the grounds that allow you to ask a hired manager to leave the post of general director of the company:

– Termination of employment relations on a general basis is described in Art. 77, 81, 83 Labor Code. Reasons: desire of the LLC director himself, transfer to another position or job, by agreement of the parties, expiration of the contract, and others.

– Dismissal for special reasons. Reasons: abuse of authority or actions that led to material damage to the company, gross violation of contract or work duties.

– Dismissal due to additional conditions is prescribed in Art. 278 Labor Code of the Russian Federation. Reasons: bankruptcy of the enterprise, etc.

As a rule, the most “in demand” reasons for parting with the director of an enterprise are the desire of the owner, the sale of the entire enterprise or most of the stake in the enterprise, the end of an employment contract and actions of management that harmed the company. Quite often, quite effective managers themselves leave their positions, having accepted more favorable offers from other companies.

Let's part on good terms

The administrative part of terminating the contract with the general director has several differences and directly depends on the reasons for dismissal and on whether the director is one of the founders (he is the only one). Let's consider the procedure in all cases.

The general director is the sole management body in the LLC (No. 14-FZ), therefore, logically, he must write a statement of termination of duties in his own name. But in this case, the dismissal procedure is somewhat different. If the manager has found a new job or simply does not want to continue working in this company, then he has the right to write a letter of resignation of his own free will. It is drawn up in free form and sent to the owners of the company - the founders - in the case of an LLC. If there are several such persons, then the former director should make sure that they all receive notification one month before the termination of his powers (Article 280 of the Labor Code of the Russian Federation).

Please note that compared to the dismissal of ordinary employees, the period of advance notice is increased. The law says that a limited liability company cannot continue to operate without a management body, which is the general director. The owners are given a month to select a suitable candidate for the vacant position, hold a meeting and officially approve the candidate. The dismissal of the old and the hiring of a new director must occur on the same day.

You need to formalize a change in status in the same way as in cases of simple dismissal. Based on the decision of the owners, an order is issued (form T8). The order number and the basis (your own desire) are entered in the work book. It is curious that the order must be issued by the director himself. If the company does not have a human resources department, then the employee’s registration card will have to be issued by the employee himself. At this point, the former head of the company and his employer part as friends.

And in a bad way...

But what if the company is doing poorly and the founders believe that the chief manager is to blame? Who doesn’t even think about leaving his leadership position? In this case, the owners should get together and discuss the current situation. If the current director is one of them, then he is invited to the meeting. In other cases this is not necessary. If business owners decide to change management, then notification of this to the current director must be provided 30 days before the official termination of his work in the LLC. All other steps are the same as for voluntary dismissal.

Notification of a change in management must be provided to the current director 30 days before the official termination of his work in the LLC.

Things are somewhat more complicated with a change of management, when the company has a new owner. As a rule, he has different views on business processes, and very often the management team does not fit into the new concept.

Article 83 of the Labor Code states that the new owner of the enterprise’s property has the right to terminate the powers of the head of the company, his deputy and the chief accountant within three months from the date of taking over the rights. If you miss this deadline, then such a motive for dismissal can no longer be used. A month's notice is sent to the manager. The order and work book indicate the basis: change of owner.

The mechanism for dismissing a company's top management person in bankruptcy is based on Article 278 of the Labor Code. The basis for dismissal in this case is the removal from office of the director of the debtor company. The last day of his work is considered the day when the owner of the LLC became aware of the entry into force of the arbitration ruling on the removal of the head of the bankrupt company. This definition is the basis for dismissal in the order and work book.

Another reason for a “bad” separation between the owners and the director of a company is its liquidation. In this case, the fate of the management is decided by the liquidation commission. Sometimes the work of a director as a key figure in an enterprise during liquidation is simply necessary. Therefore, he will continue to work for some time.

Another reason for changing the director of a company is its liquidation.

If the services of a hired manager are no longer needed, the procedure is as follows:

– A decision on liquidation is submitted to the tax office that registered the company. It is prepared at a meeting of the founders and sent to the inspectorate within three days.

– A message about the beginning of the liquidation process is published in the “Bulletin of State Registration” (officially authorized by the media).

The director resigns under Art. 280 TK. The order and work book indicate the corresponding basis.

There is one more option that cannot be classified as either good or bad. Often the director of the company is the sole owner. But it is possible that he has found someone he can trust to run the business. The mechanism of action in this case is as follows: the sole owner, who is also the director, without warning anyone, prepares a protocol in which he prescribes the date of his dismissal and the appointment of a new person to this position. After this, he issues an order and draws up a work book.

Let's introduce the person to the tax authorities

The director of a limited liability company is the sole management body of the company. Naturally, the tax office must be notified of its change. After a change in management, the information should end up there. Art. speaks about this. 5 Federal Law No. 129.

An application is sent to the tax office in form P-14001. The name of the old manager will be excluded from the state register and a new manager will be added to it.

About carrots and sticks

Quite often, the director of an enterprise leaves his post, anticipating the negative consequences of his actions and fearing sanctions. This step will not relieve you of responsibility. The fact is that the owners of the company can sue if the manager caused harm to the company, which can be assessed in monetary terms. Such disputes are resolved in civil proceedings.

But if the departing director violated the law, then criminal prosecution may well begin against him. Tax evasion schemes, abuse of official duties and simply “diversion” of assets are revealed at the stage of audit of affairs by the new manager. The statement may be written after some time, because the statute of limitations for crimes is years. So dismissal does not mean avoiding responsibility.

Dismissal does not mean avoiding responsibility.

And about gingerbread. To slightly mitigate the consequences of termination of employment, additional funds are paid to dismissed managers. The amount may be specified in the contract. But its minimum amount is three monthly salaries with bonuses (Article 178 of the Labor Code of the Russian Federation). And this is a good “golden parachute”. When a company is liquidated, the manager is entitled to one salary as severance pay.

So, dismissing a company director is not an easy task. It is very important to comply with all legal formalities. If you conduct actions outside the legal framework, then courts are inevitable. Is it worth arguing with a person who knows all the secrets of the organization? The answer to this question is obvious. Try to part ways with the manager so that you remain good friends and colleagues.

The director of an organization has a dual status - he is both an employee and a person representing the employer. It is subject to both general norms of labor legislation and special ones. The dismissal of a general director at his own request is different from the dismissal of a full-time employee and has its own characteristics.

From this article you will learn:

  • what is the procedure for dismissing the general director at his own request;
  • how the dismissal of an LLC director at his own request is formalized and an example of registration.

The procedure for dismissing the general director at his own request

For all categories of workers Art. 80 of the Labor Code of the Russian Federation provides for a two-week notice period for termination of an employment contract, dismissal director at his own request is made with notification of this within one month ( Art. 280 Labor Code of the Russian Federation).

The increase in the period is due to the fact that the dismissal of the general director is carried out by decision of a collegial body or a general meeting of participants (shareholders). Accordingly, convening the relevant meeting requires time and a number of actions specified by law.

However, the manager is subject to the general rule that this period can be reduced if there is an agreement between the employer and the employee. In this case, the manager must indicate the date of resignation from the position in the application, and the person representing the employer must indicate the corresponding consent visa on the application.

There is judicial practice specifically in relation to managers, where dismissal before the expiration of a month is recognized as unlawful if the application does not indicate the date of termination of the employment contract agreed upon by the employer (for example, see the appeal ruling of the Lipetsk Regional Court dated January 13, 2016 in case No. 33-59/2016). Therefore, the procedure for registering the resignation of a manager should be approached seriously, starting from the application stage.

Application for dismissal of the general director

So, the head of the organization formalizes his will to resign in a personal statement. In this case, he addresses the person or body that elected (appointed) him to the position. If it is a limited liability company with a single participant, then the application is addressed directly to the sole participant. If the sole executive body was elected by the general meeting of participants, then the application is written to this body.

The leader has the right to formulate his expression of will in different ways: “ please resign at your own request " or " I request early termination of the employment contract ».

Often the head of an organization is appointed or elected to a position with a probationary period. If during the probationary period the manager decides to leave, then the notice period will be regulated here Part 4 Art. 71 Labor Code of the Russian Federation. The dismissal of the general director in this case must be with a written warning of three days.

Founder's notice of director's dismissal: sample

This document is intended to bring to the attention of the participants (participant) that the sole executive body intends to resign from its powers, as well as to come forward with a request to convene a general meeting. This document is not provided for by labor legislation, but is fully justified in the field of corporate law.

If there is only one founder in the company, then the notification will be in the nature of a statement. The form of notification to a single participant may be as follows:

To the sole participant of LLC "____"

Full name

NOTIFICATION

I hereby notify you of my intention to terminate the employment contract effective May 15, 2017. Please organize the procedure for receiving and transferring documents and valuables.

Proper notification will be the sending of this document by registered mail with a list of attachments.

Often in practice, conflicts occur when a notification or statement from the general director is not followed by any reaction from the company’s owners. And here comes the conflict between labor and corporate law.

On the one hand, the Labor Code of the Russian Federation proclaims the freedom and opportunity to terminate a contract at will at any time, on the other hand, the norms of corporate law impose on the sole executive body a number of obligations and functionality that can only be performed by the manager.

Simply leaving your position, even with compliance with the entire procedure for notifying owners and deadlines, jeopardizes the activities of a legal entity - the impossibility of conducting financial transactions, carrying out personnel policies, signing documents with employees, issuing powers of attorney, making transactions, etc.

Procedure when it happens dismissal director of an LLC at his own request in a conflict with the owners, is dictated by the balance of interests of the director and the legal entity. It makes more sense if the manager who wants to leave the position sends to all addresses of the legal entity known to him and to the address of each of the participants a statement indicating his intention to leave the position from a certain date in a month.

After this period, if the participants have not convened a meeting, have not dismissed him from office and have not elected another director, it is advisable to apply to the arbitration court. It is necessary with demands to recognize the inaction of the founders as illegal and to release him from his position.

Before the court decision comes into force, it is necessary to perform your functions and protect the interests of the company. After all, until the manager is relieved of his position, his inaction can cause harm to society, which means there is a risk of a number of further disputes. This way of leaving in a conflict situation is also beneficial for the manager himself, because from the date of the court decision, he is released from liability for the legal entity. And his inaction in relation to the company cannot be punished.

See related documents:

Dismissal of the director of an LLC at his own request: registration

The procedure for dismissing the director of an LLC at his own request contains a number of actions inherent in formalizing the resignation of any employee. If a procedure for transferring cases is organized, it is usually completed by the time the order is issued. Based on the results, a corresponding act is drawn up.

The order is issued with a reference to the grounds for dismissal (application or notice), the date of termination of the employment contract, and the norms of the Labor Code of the Russian Federation. The resigning manager gets acquainted with the order by signing it. The basis may be the decision of the sole participant or the minutes of the general meeting of participants (shareholders), which reflects the decision to dismiss the general director from office. Then this document is indicated in the work book as the basis.

Information about termination of the contract at the employee’s initiative is entered into the employee’s personal card. The resigning manager signs in the appropriate field of the card to confirm the receipt of the work book.

On the day of resignation, the director is given all the necessary documents related to the work.

On the last working day, the manager receives payments that are provided for by the Labor Code of the Russian Federation - wages for the period worked, compensation for unused vacation, and others. No other compensation or so-called “parachutes” are paid in this case, because this is not provided for either by the norms of the Labor Code of the Russian Federation or by agreement of the parties (when leaving at one’s own request, a written bilateral agreement is not drawn up).

In a situation where a manager leaves, it is necessary to take a number of other actions related to the termination of special powers under the law.

Thus, information about a change of director is entered into the Unified State Register of Legal Entities - the organization is obliged to notify the registration authority of the change of the sole executive body within three days. Otherwise, the organization faces a fine in accordance with clause 3 art. 14.25 Code of Administrative Offenses of the Russian Federation.

A number of organizations consider it necessary to notify their counterparties in writing about a change of manager. Of course, it is necessary to notify the credit institution servicing the company and reissue the card with sample signatures and seals.

Application for dismissal of the general director of an LLC: sample

As we can see, the procedure for releasing the general director is much more complicated than for ordinary employees. You should approach the preparation of documents very carefully, because... in this case, there is an increased risk of disputes not only under labor legislation, but also under the rules governing the activities of legal entities.