Transfer of a director to the position of general director: procedure for registration, sample filling out an order, features

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

In the work of each company there are personnel changes. The nuances of registration depend on the position, the format of the organization, the content of the statutory documents of the enterprise, and the legislation of the country. Often, business management is entrusted to an experienced staff who performs managerial functions in the company, and the rejected boss is offered another position or the employment relationship is terminated altogether. Of particular difficulty is the transfer of a director to the position of general director, who is both a manager and an employee working under an employment contract. In order to avoid legal violations, it is necessary to know the procedure for appointing the chief executive body, the nuances of terminating or changing the work task of the curator and his successor.

Features of the position

The CEO is the highest governing body in a commercial or government structure. It performs the functionmanagement and is the sole executive body, manages the economic and production parts of the enterprise, bears material responsibility for the company's resources. This manager represents the interests of LLC (JSC) without a power of attorney in other organizations, conducts transactions on his behalf, makes changes to the staffing table and approves it, issues orders that employees must follow. The decisions of this chief must always be balanced, because he is responsible for the results of the company's activities and the safety of its material base.

Today this position is quite in demand and highly paid. But at the same time, the level of responsibility of this leader is appropriate.

Defining a new boss

In most cases, LLC and JSC participants select a candidate from among the top managers of their organization, for example, a director, deputy, chief accountant, and formalize this by transferring an employee to the position of general director. This is quite convenient, since the person is aware of the peculiarities of the enterprise and, most likely, has his own vision for solving a number of issues. Sometimes society invites a person from outside. To assume the duties of a manager is offered to a person who meets all the requirements of shareholders. Entry into office is carried out either by transfer, or has a "dismissal-hiring" mechanism. The main thing at the same time is to choose the right version of the frame design. In order to understand all the intricacies of the case, you need to knowstandard steps for appointing a leader.

Procedure for registration of labor relations

Before considering a candidate for the post of sole manager, you must send a request to the Federal Tax Service and find out if this person is on the Register of Disqualified Persons. If you skip this step, then at the first check, the company will have to pay up to 100 thousand rubles. as a pen alty. This can be done by any shareholder or the organization itself. This service is quite inexpensive: 100 rubles.

With the standard appointment of a person to the position of general director at a meeting of the board of directors or members of the company (the governing body is prescribed in the Charter), a decision is made to approve the candidate in question. This final conclusion is recorded in the minutes of the meeting, an example of which is given below.

Protocol 2

general meeting of participants of Azimut LLC

g. Yekaterinburg

May 2, 2018

Attended: Egorov Alexander Stepanovich - a share in the authorized capital of 40%, Bystrin Stanislav Sergeevich - a share in the authorized capital of 30%, Shcheglova Anna Viktorovna - a share in the authorized capital of 30%.

Decided:

1. Elect Viktor Yudin (passport/series, document number, by whom and when issued) to the position of General Director from 2018-20-06 for a period of 5 years.
2. Authorize Alexander Stepanovich Egorov to sign an employment contract on behalf of Azimut LLC with Viktor Alexandrovich Yudin.
3. Assign Yudin Viktor Alexandrovich the duty to submit to the registration authority inthe legal deadline for documents for registering changes in information in the Unified State Register of Legal Entities in connection with the change of the General Director of Azimut LLC.

Egorov Alexander Stepanovich (signature)

Bystrin Stanislav Sergeevich (signature)

Shcheglova Anna Viktorovna (signature)

If there is only one participant in an LLC or JSC, then the appointment is specified in the Decision.

Decision 2

of the sole participant of Azimut LLC

g. Yekaterinburg

May 2, 2018

The only member of Azimut LLC Egorov Alexander Stepanovich

Decided

In connection with the dismissal of the General Director of Azimut LLC Viktor Vladimirovich Petrov from May 12, 2018, to assign the powers of the General Director to himself from May 13, 2018.

Egorov Alexander Stepanovich (signature)

After the approved candidate receives the official status of the first person of the company, the stage of his acquaintance with all the regulatory documents that govern his rights and obligations as an employee of the company (this includes the Internal Regulations, the Regulation on remuneration, etc.)., Charter of the enterprise). This is entrusted to the meeting participant who is trusted to sign the agreement between the employer and the new leader.

If the candidate works in the organization as a director, then a transfer to the position of general director is appropriate. How to formalize these changes, says the personnel file and the Labor Code of the Russian Federation. This head is not only an executive body, but also an employee of the organization who falls underthe operation of labor legislation (part 6, article 11 of the Labor Code of the Russian Federation), which clearly spells out the circumstances that serve as the basis for the termination of relations between the employer and the employee, and there is no transition from position to position, therefore there is no need to dismiss a person. The transfer of an employee to the position of General Director - is nothing more than a change in his labor function within the same organization. It is done on the basis of a written agreement of both parties (part 1 of article 72.1 of the Labor Code of the Russian Federation). Next, you need to sign an additional agreement to an existing employment contract. And in conclusion, this employee should make an entry in the work book (in accordance with the Rules for maintaining and storing work books) within a week based on the Order of the head (or Decision).

The transfer of a director to the position of general director provides for a meeting of shareholders, the minutes of which record the decision:

Sample minutes of the general meeting of members of the company:

Standard Limited Liability Company

Minutes of the general meeting of members of the company

2010-08-06 N 5

Chairman - Ivanov I. I.

Secretary - Petrova G. P.

Attended: 8 people (list attached)

Agenda:

On the election of A. A. Frolov, who currently holds the position of commercial director of the company, to the position of general director of the company, in the order of transfer. Message from the Chairman of the Board of the Society Ivanov I. I.

1. Listened to:

Ivanov I. I., Chairman of the Board of the Company - "I propose to consider for election to the position of General Director of the Company the candidature of Frolov Alexander Alekseevich, born in 1968, passport (document data), residing in Moscow, Leninsky Prospekt, d. 36, apt. 134. Kryukov K. M. has a higher education (law), has sufficient experience in managerial work. From 2008 to the present, he has been successfully coping with the duties of the commercial director of the company. According to the Charter of the company, I propose to elect Frolov A. A. to the position of General Director of the company and formalize the continuation of labor relations with him in the order of transfer from the position of Commercial Director".

Speakers:

Komarov V. D., member of the society - supported the candidacy of Frolov A. A., described him as a good organizer, conscientious worker, successful leader.

Belkin V. I., member of the society - emphasized that he was well acquainted with the work of Frolov A. A. during his leadership of the commercial service of the company, supported the proposal to elect Frolov A. A. to the position of General Director of the company.

Resolved:

Elect Frolov A. A. passport (data of the document), residing: Moscow, Leninsky Prospekt, 36, apt. 134, to the position of the general director of the company and formalize the continuation of labor relations with him in the order of transfer from the position of commercial director from 2010-08-06.

Vote: unanimous.

Chairman Signature I. I. Ivanov

Secretary Signature G. P. Petrova

With protocolfamiliarized: Signature A. A. Frolov

This is followed by the issuance of the order:

Order N 7

on taking office as CEO

g. Moscow

June 09, 2010

Start to perform the duties of the General Director of Standard LLC from June 10, 2010 on the basis of the decision of the general meeting of the company's participants (minutes N 5 of 2010-08-06).

General Director (signature) A. A. Frolov

Regulation of the relationship between the parties

It is necessary to understand what is the difference in paperwork in the case of appointing a person when hiring and transferring an already working employee. In the first case, an employment contract is signed with the boss. The authority for this procedure is the chairman of the meeting of shareholders or the board of directors (depending on the format of the governing body). It can also be done by an authorized person who is chosen during the meeting by its participants.

When signing this document, there are some points to consider:

• the contract must be urgent, the period for which the leader is elected must be indicated;
• if necessary, a probationary period (up to six months) is provided for the new chief, even if his candidacy was selected as a result of a competition;
• the clause on liability is not appropriate, because the CEO, as the main leader, already bears it to the organization.

The order to take office is written in the form No. T-1(it is compiled for employees who start working in the company on the basis of an employment contract). The director in this case must sign twice: in the column "Employer" and where "Familiarized with the order." This document is prepared and signed within three days from the beginning of work in the position.

Then the personnel officer has a week from the date of appointment of the head to make an appropriate entry in the work book. The basis is the order of appointment. If it is not there, then the decision of the meeting of participants or the board of directors is recorded. It is necessary that the entries in the protocol (decision) match word for word with the text in the work book.

It is also obligatory to issue a personal card for the head in the form of T-2. At the same time, it is also necessary to make changes to the card with sample signatures in the bank and notify the IFTS authorities about the change in the identity of the director. To do this, he must write an application (form No. P14001) within three days. Otherwise, there is a full probability of paying a fine of 5000 rubles. It is not necessary to inform the steel authorities about the changes. This responsibility lies entirely with the IFTS.

When transferring to the position of General Director, an additional agreement to an existing employment contract is a document governing all changes. After all, the employee remains with the same employer, and only his job function changes.

Supporting Document Rules

The movement of employees within the company is a common thing. And signan additional agreement is always needed when it comes to changes in labor functions, even if the title of the position changes. This document indicates an agreement between the parties. According to Art. 72 of the Labor Code of the Russian Federation, the head can change the position of any employee at his discretion. The only thing is that he must notify the employee about this 2 months in advance and obtain his consent (this may be a statement from the latter, a signature in the order, but must be in writing). If the transfer of the director to the position of general director is planned for less than a month, then there is no need to withstand the above period (clause 2 of article 72 of the Labor Code). In the notice of innovations in the employment contract, the reason for future movements must be indicated in a free wording, for example, "changes are made due to the reduction of the department (closure of a branch, reorganization of the company, etc.)". Pay special attention to dates. The date of taking office in the document must be later than the consent taken from the employee.

When transferring to the position of General Director, an additional agreement governs the relationship of the parties, taking into account all changes. It contains information about the title of the document, the employer, the date of assignment of authority. The part that contains all the innovations related to the change of position is very important. In the labor agreement, the clauses that will be changed are written verbatim, and the text reflecting the new working conditions. This may be the title of the position, work schedule, payment and conditions for performing duties. From how carefullyadjustments have been made, the employee's loy alty to the employer and the likelihood of conflict situations will depend.

If the order for transfer to the position of General Director stipulates a long period (more than one month), then the HR officer (or other authorized person of the company), just as in the first case, must make the necessary changes to the personal card employee in the T-2 form and in his work book.

Assignment of new functions

One of the employees who is often offered to assume authority is the chief accountant of the enterprise, especially if the number of employees of the LLC (JSC) is small. This allows you to optimize the work of the company and control the entire production process. These changes can be formalized by transferring the chief accountant to the position of general director according to the above procedure, but it would be more correct to dismiss him (by agreement of the parties or of his own free will), and then accept him again, because a fixed-term contract must be signed with the head of this level. This point must be taken into account when registering an employment relationship.

Limited due period

Sometimes there are situations when the duties of the manager must be assigned to another employee for a certain period, for example, during the manager's vacation. In this case, a temporary transfer to the position of General Director is issued. First you need to look into the Charter of the enterprise and see what actions in this situationprovided by this document. A suitable candidate is necessarily considered at a meeting of shareholders, and a positive decision is recorded in the minutes, which serves as the basis for issuing an order. From the moment the last document is valid, the substitute makes decisions independently and signs all business papers on the basis of a power of attorney issued to him for the period of temporary leadership.

Change the authority of a working employee

If an employee performs the functions of a manager in parallel with his main duties (part-time), and the position of the head needs to be made the main and only one, then the question arises of how to transfer the gene. director from part-time to the main place of work. There is an opinion that it is correct in such a situation to fire a person, while terminating the existing employment contract, and then hire him again, signing a new agreement. But such a technique will not be entirely correct in relation to the performer and will even violate some legal norms. The disadvantages of this design are as follows:

1. The employee will need to demand a statement asking him to dismiss him of his own free will or by agreement of the parties and, accordingly, terminate the employment contract with him. But he has no intention of ceasing his function in this organization, he wants the position of general director to become the main place of work.
2. To elect a leader, a decision of the collegiate body is required, this is stated in the Charter. And it turns out that this candidatehas already been approved, and an employment contract has already been signed with the selected person, only on a part-time basis. That is, the meeting does not provide for the approval of the identity of the new manager, which means that there are no grounds for convening the participants of the LLC (JSC), because they cannot sign an agreement regulating labor relations in a new way according to the constituent documents.
3. In case of dismissal, all calculations must be made with the employee, including for part of the unused vacation. If a person is hired, then a new countdown begins until his due rest. This means that the right to maintain he alth and restore vitality, to improve the quality and standard of living is violated. According to the International Labor Organization Convention No. 132, the signing of agreements on the refusal of vacation or monetary compensation for its non-use are considered invalid and are generally prohibited, except in cases caused by the dismissal of an employee. But the employee has no intention of leaving this organization.
4. When a person is appointed to the position of CEO, the bank will need to provide new supporting documents, and while the institution checks them, all financial matters of the employer will be suspended.

Therefore, the best and correct option would be to arrange for the transfer of the general director from a part-time job to the main place of work based on the latter's application. This document will serve as the basis for issuing a transfer order and an additional agreement to the main employment contract. It is signedchairman of the meeting at which the candidacy of the head was approved. According to Article 72 of the Labor Code of the Russian Federation, this is a change in the employee's labor function for the same employer, and more specifically, working conditions change. All changes in this regard are made in writing.

Firing the boss

When the functions of a leader are terminated, a person either looks for another job or is offered to stay and perform other duties. So, for example, the transfer of the general director to the position of deputy director is quite common, because the experience of the manager is often very valuable for the organization. If the company is not interested in the employee, then he is fired. Consider both options.

For the dismissal of a representative of the executive body, the decision of the participants in an LLC (JSC) is not always necessary. So, for example, there is no need for an additional meeting of the organization's members if a person wants to leave the post of his own free will, or his contract expires. If the agreed period ends, and the shareholders for some reason cannot meet, there are 2 ways out:

1. Read the Charter of the company. It often contains a clause stating that the actions of the CEO are valid until the election of a new leader by the shareholders.

2. The head has the right to transfer powers (all or some) to another employee of the company on the basis of a power of attorney. The scope of functions and the period for which they are assigned are indicated in the document.

To dismiss the CEOmust write a statement of his own free will. Then the new director by his order appoints him to another position (for example, the option of transferring the general director to the position of deputy director is being considered). But you can do it easier: dismiss the head, while paying him monetary compensation for unused vacation. This must be done on the day of dismissal or no later than the next day when the employee asked for the calculation. It is also possible to grant leave with subsequent dismissal. In this case, the financial reward for the planned vacation is not provided.

But if there is a need to remove this leader earlier than expected, then this can be done under the following circumstances:

• if the termination of the work of a person in this position will be the decision of the meeting of shareholders;
• in the event of officially declared and legally recognized bankruptcy of the organization;
• if in the course of the work of the head of his rash decisions that caused damage to the enterprise;
• when the boss fails to fulfill the terms of the employment contract.

Transition of the head to another position

As a rule, a fixed-term contract is signed with the chief official, after which he ceases to perform his functions. In some cases, the collegial body offers him a different job function in the company. This is formalized by the transfer of the general director to another position. Often the experience gained is useful for the deputythe head, therefore, his duties are offered to be performed by the employee released from authority. This can be done in the usual two ways: the first is to fire and hire, the second is to issue a transfer. To terminate the powers, all conditions must be met (according to Article 72 of the Labor Code of the Russian Federation), and these are: the employee’s statement, the consent of the parties, the decision of the collegiate body, the minutes of the meeting. When transferring the general director to another position, he must write an application to the employer (they are a legal entity represented by the founders) with a request to remove his powers in connection with the appointment of a new labor function (transfer). If the founders agree, they satisfy the application of the person and at the same time appoint a new representative of the executive body. On the last day of work, the incumbent manager signs an order to resign, and the new CEO appoints him by order the next day to a new position.

An important role is played by the wording in the constituent documents: if it is indicated there that the competence of the executive body includes the hiring and dismissal of employees, then the collegiate body will transfer the gene. Director for another position can not, as it is not in his power. The only thing he does: releases the former leader from duties and assigns them to the new one by means of a decision at the general meeting (the basis is the protocol). At the same time, the order to appoint a dismissed employee to a new position is issued by a new general director. In it, the first paragraph indicates "to release from duties …" (in no case"dismissed from work"), and the second "appointed to a position …". Appropriate entries are made in the work book: "removed from office … in connection with the transfer (clause 1 of article 72 of the Labor Code of the Russian Federation), the basis for this is the minutes of the meeting and the order of appointment.

The general director is a person endowed with a wide range of powers, and it is good if his duties are assigned to a qualified specialist, so the director is a good option for solving managerial tasks. And knowing the peculiarities of transferring a director to the position of general director will allow you to find the best way to formalize labor relations between management and staff.