Change CEO: step by step instructions

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

The General Director is the sole executive body of the enterprise, which is elected and appointed by the meeting of founders. The powers of an employee of this rank affect all areas of the enterprise, both economic and economic. At the same time, the quality of the work performed does not always suit the owners of the company or the level and conditions of remuneration of the manager himself. In each of these cases, the issue of changing the CEO to another becomes a question, which seems to be a complicated process, and often scares the one who has to deal with this issue.

Legal regulation

The process and form of changing the general director at an enterprise with the form of ownership of an LLC is regulated by the following regulatory legal acts:

• Labor Code of the Russian Federation.
• Law on LLC dated February 8, 1998 N 14-FZ.
• FZ No. 129 "On the procedure for registration of legal entities and individual entrepreneurs" in the latest edition.
• Letter from the Federal Tax Service of the Russian Federation on registration regarding information about the management of the organization.

These regulations also govern the processinteraction with state authorities in matters of changing the management of the enterprise, as well as the process of dismissing an employee and hiring a new one to fill the vacancy.

Reasons for a decision to replace a leader

The entire list of reasons for applying for instructions on changing the CEO can be conditionally divided into 2 blocks:

• Personal decision of employee.
• Decision to change employee made by business owners.

As a rule, in the first case, the process goes without any difficulties, and the main ones are only in the preparation of documentation. As for the decision of the founders, the employee can make claims against the employer if he believes that his rights have been violated.

All reasons for the dismissal of the current head of the organization must be indicated in the minutes of the meeting of the founders and supported by facts, so that when the former head appeals to the judiciary, the organization has the opportunity to argue its decision, even after a long time.

Instances in which the decision to dismiss is justified:

• The employee abused his official position and used the activities of the enterprise to achieve personal goals.
• Facts of theft or embezzlement have been identified.
• Lack of growth in the financial performance of the enterprise and its economic development.
• Violation of the law, prosecution.
• Non-complianceinternal instructions.
• Inconsistency with the position held.
• Another candidate with more experience or better professional skills has been selected.
• One of the founders decided to take over the management of the company.

Important! Regardless of the reason for the change of the general director in an LLC, the instructions given in the regulatory and legislative acts of the Russian Federation must be followed. Violation of these documents may lead to administrative fines imposed on the company and the arrest of accounts.

What documents need to be issued

Change of the head of an organization means the dismissal of one employee and the hiring of another in his place. Which means that company owners or authorized representatives will need to complete the following package of documents:

• Minutes of the meeting of the founders on the change of director.
• Resignation letter with reason.
• Terminate the employment contract with the current employee.
• Make an entry in the work book and put down the closing date of this entry, indicating the article of the Labor Code of the Russian Federation on the reason for dismissal.
• Issue a dismissal order, be sure to refer to the decision on the basis of which the order is issued.

• Create an employment contract with a new employee.
• Get his work book in his hands (no entry is made before going to work, so that it is possible to cancel the employment contract in case of absenteeism on the first working day).
• Accept job application.
• Fill out the documents for entering data into the state register on the change of the general director, a sample can be found on the website of the Federal Tax Service.

Important! The package of documents for the dismissed employee must be fully formed on his last working day, so that later there will be no difficulties.

Step by step dismissal process

To avoid mistakes in the process, below is a step-by-step instruction for changing the general director in an LLC with a description of the entire process. This will greatly facilitate the work of the founders of organizations in this matter.

Step 1. Decision of the meeting of founders

At the beginning of the step-by-step instructions for changing the CEO is the convening of a meeting of founders, at which the appropriate protocol should be formulated and signed. Decisions are made by a majority vote with the obligatory observance of a quorum. If the owner of the enterprise is one, then everything is formalized by his sole decision.

The following data should be indicated in the protocol:

• The reason for the decision to change the CEO, if provided, indicating the article of the Labor Code of the Russian Federation.
• Features of the procedure for dismissal/acceptance of these employees (compensation, payment of benefits, etc.).
• Full name of the old leader.
• Full name and passport details of the new general director of the enterprise.

The decision also necessarily contains the dates on which the dismissed employee is released from his position, and the new one takes over.

Step 2. Issuance of orders, termination andconclusion of contracts, registration of work books

After the decision of the founders is executed by the appropriate document in the personnel service of the organization (or other authorized department), the following manipulations must be performed:

• Accept the letter of resignation from the old director.
• Issue an order to release him from his position and terminate the employment contract.
• Close the entry in the work book, the date of dismissal from the position, the article of the Labor Code of the Russian Federation and the order on the basis of which this fact occurs.

The specified documents are signed by the current director, since the powers will be assigned to another employee after his dismissal. In the work book, the closing entry must be stamped by the enterprise and signed.

Important! At the time of the dismissal of the old director, the accounting department of the enterprise must make a mandatory financial settlement with the employee, and on the same day the funds must either be given to him in cash at the cash desk of the enterprise or transferred to a bank card.

For a hired employee, the procedure for processing documents is as follows:

• Application for admission to the state, copies of identity documents and SNILS, as well as a work book are accepted.
• Issues an order to take office.
• Employment contract concluded.
• An application is being filled in form P14001 for further submission to government agencies.

Specified documentssigned by a newly hired employee.

Important! The term for the beginning of the powers of the new general director cannot come earlier than the next day after the final dismissal of the previous employee. On the same day, the company cannot have 2 managers.

Orders for the dismissal and hiring of a new employee can fit in one document, then it will sound like an order “On the change of the general director” of the company, and include both dates and the calculation of the old director and the admission of the applicant to his position.

Step 3. Preparing documents for the tax service

Within 3 days from the date of taking office, the new CEO must submit an application in the form P14001 to the federal tax service. A sample to fill out when changing the CEO is presented below.

This document allows the Federal Tax Service to exclude data about the old head of the enterprise from the state register and add new ones. The employee's data is filled in a special application "K", there are also entered the data of the dismissed director and the reason for the change.

In order for the Federal Tax Service to accept the specified document, it must be notarized; when visiting a notary, you must provide:

• Self-completed application.
• Minutes of the meeting of founders or sole decision of one owner.
• Company charter.
• Certificate from the tax service with PSRN.
• Extract from the unified register of legal entities.

Step 4. Submission of documents to the tax office

A certified application, together with a copy of the minutes of the meeting of founders, is submitted by an authorized representative of the company (new CEO) to the federal tax service. An employee of a state institution is obliged to issue a receipt stating that the papers provided have been accepted for work. After submitting the data, changes will be made within 5 working days to the state register of legal entities. You can immediately request a new extract from it.

Step 5. Bank notification

From the moment the director is changed, the bank will stop serving the enterprise until the full package of documents for the new head of the organization is provided.

Required for submission to the bank are:

• Protocol and order of appointment.
• Copies of the passport of a citizen of the Russian Federation or a document replacing it.
• Extract from the state register of legal entities.
• Cards with sample signatures.

Important! The cards are certified by a notary when a full package of documents is provided, as for the application, while an extract from the USRN is already provided for the new head.

Step 6. Notifying counterparties

In order to ensure the security of doing business, in the event of a change in the general director of the company, one should be worried and inform counterparties that he no longer has the right to sign documents and conclude contracts on behalf of the company. And also provide contacts for communicationwith a new leader.

Subtleties of the procedure

At the time of the change of the general director in the LLC, the instruction described by the state legislative acts misses the correct transfer of affairs between the old and the new employee. In other words, this process is not strictly regulated, while there are several fundamental principles on which it should be built:

• Before dismissal, the employee must, according to the act of acceptance and transfer, issue the transfer of all cases and goods and materials to the new head or one of the founders.
• The receiving person, in turn, must check the completeness of the values \u200b\u200bspecified in the act and, if agreed, sign.
• If there are disagreements, they either must be immediately eliminated by the old leader, or transferred to the archive, and their elimination is required in court.

Important! The dismissed director is responsible for the decisions made by him in the course of his work and their consequences for another 1 year from the date of detection of violations and may be held liable under the law, including criminal liability.

Changing the general director of an LLC using step-by-step instructions and legally approved sample documents is easy and should not cause difficulties for the employer. At the same time, it is important to take into account the deadlines, the rules for submitting all documents to state bodies in order to avoid fines. Also, do not ignore the correct and timely completion of all forms and orders in order to protect the business from litigation.