How to make a protocol on the election of the new director of LLC.

As a rule, the Director of Ltd. is appointed and removed from this position the general meeting of the founders or the only member of the Company (PP.4 of paragraph 2 of Art. 33 and Art. 40 of the Law of 08.02.1998 No. 14-FZ). The first step of the procedure for changing the director is the preparation of the protocol of the General Assembly. In this article, we will tell you how to make a protocol about the change of the Director of LLC. Sample 2017 will be presenting both for the general meeting and for the sole member of the Company.

Changing Director - Causes

Changing the director of the Company may be planned and unscheduled. The planned shift occurs in connection with the completion of the employment contract with the head. The reasons for its unscheduled shift can be much larger:

• the director may be abolished at his own request;
• founders can offer a more experienced candidate for this position;
• reducing the profitability of the company;
• exceed by the director of authority provided to him;
• the director of official offenses, crimes, etc.

The decision to change the director of the LLC must record the Protocol on the change of the Director-General, adopted by the General Meeting of the participants anyway, regardless of the reasons.

General Meeting of Founders and its Protocol

The general meeting is a planning or extraordinary official meeting of the founders of LLC. All such meetings are issued by the Protocol, including the change of the Director of the Company.

The meeting is conducted by the Chairman, and in writing documents what is happening the secretary of the meeting.

The protocol of the General Assembly is compiled in free form, but certain information needs to be reflected in it. The protocol to change the director (sample, see below) must contain:

• date and venue of the general meeting of founders;
• the number of participants present and their full name.;
• FULL NAME. Chairman of the Assembly and Secretary;
• the presence of a quorum in which decision making is possible by the meeting;
• agenda;
• voting results for each issue of the agenda;
• the decision taken by the General Meeting.

When considering the issue of the agenda to change the director, it is indicated by his Full name, the date of termination of the authority, Fm.o. new leader, date of appointment. Changing the head of the company should not allow the period of work at all without leadership, when the old director was dismissed, and the new one is not yet appointed. The situation is also unacceptable when the previous director has not yet been fired, but the new has already been appointed, and they exercise their powers at the same time.

In the protocol on the change of the director, the term of office of the new leader may be indicated, and then for the same period the employment contract will be concluded with it. If the term of office is absent, then labor relations are made according to the term specified in the LLC Charter.

The Society is obliged to inform the director of the director, submitting an application for P14001. Previously, the application is assigned in the notary, which must be provided with the protocol of the General Assembly to familiarize and reconcile information.

Sample protocol on the change of director of LLC

An example of registration of the protocol of the general meeting of participants of LLC when changing the director of the Company:

If the founder is only one

Changing the director in LLC, which has only one single founder, is distinguished by only the fact that it is not necessary for the protocol of changing the general director, which is given above, but the design of the sole solution. If the founder and director are different saline, then the usual procedure for dismissal and employment should be followed. The decision makes the reason for changing the director, it is indicated that the powers of the previous director are terminated and the new leader is elected.

Otherwise, the procedure for replacing the director is similar to the previous one.

Protocol number ____

General (extraordinary) meeting of participants

Limited Liability Company

There are members of society:

Individuals:

1. Ivanov Ivan Ivanovich Passport _____________, issued ____________________., Division code ___________, registered at: _______________________________, owning _____% of authorized capital.

2. Petrov Petr Petrovich Passport _____________, issued ____________________., Division code ___________, registered at: _______________________________, owning _____% of authorized capital.

100% quorum

Invited:

1. General Director of Romashki LLC Sidorov Sidorovich Sidorovich

2. Vasilyev Vasily Vasilyevich

Agenda:

1. The election of the Chairman and Secretary of the General (extraordinary) meeting of the Company's participants.

2. Exemption from the post of Director General of the Romashka LLC Sidorova Sidora Sidorovich.

3. Appointment to the position of general director of Romashka LLC Vasilyeva Vasily Vasilyevich.

4. Amendments not related to amendments to the constituent documents of the Company in connection with the change of the Director General.

On the first issue of the agenda

Ivanov I.I. And he proposed to elect the chair of the general (extraordinary) meeting of the participants of Petrova P.P., and the secretary of the general (extraordinary) meeting of the participants of the Company Ivanova I.I.

"For" - unanimously

Decision is made.

On the second issue of the agenda

Chairman of the General (extraordinary) meeting of the participants of the society Petrov P.P. With a proposal to release from the office of General Director of Romashka LLC Sidorova S.S.

"For" - unanimously.

Decision is made.

According to the third issue of the agenda

Chairman of the General (extraordinary) meeting of the participants of the society Petrov P.P. With a proposal to appoint the Director-General of Romashka LLC Vasilyeva V.V.

"For" - unanimously

Decision is made.

On the fourth issue of the agenda

Chairman of the General (extraordinary) meeting of the participants of the society Petrov P.P. With a proposal to make changes not related to amendments to the constituent documents of the Company, in connection with the change of the Director General.

"For" - unanimously

Decision is made.

Decisions taken:

On the issue number 1:

Election by the chairman of the general (extraordinary) meeting of the participants of the company Petrova P.P., to elect the secretary of the general (extraordinary) meeting of the participants of the company Ivanov I.I.

On issue number 2:

Sidorova S.S. Sidorova S.S.

On the issue number 3:

Appoint Vasilyeva V.V. LLC to the post of general director LLC "Romashka"

On the issue number 4:

Make changes not related to amendments to the constituent documents of the Company, in connection with the change of the Director General.

Chairman of the General (extraordinary)

meetings of the Company's participants ________________ / Petrov P.P. /

General Secretary (extraordinary)

meetings of the Company's participants ________________ / Ivanov I.I. /

Often in the work of the enterprise there are moments when the manager's change is inevitable. Such situations may be associated with different reasons, but in any case, authorized persons should navigate in the director's change algorithm. Consider more, how to make a protocol on the change of the director of LLC. You can also use a sample protocol on the change of the Ltd.-2017 director, this in the annex to the article.

Company executives can be appointed for a certain period, as well as indefinitely. Depending on this, the director's change may be planned or unscheduled. The procedure begins with the meeting of the participants of the organization. Consider more this stage.

Preparatory stage

At the first stage, it is necessary to make a decision on the general meeting of participants of the LLC, on which the powers of an old general director will be discontinued and a new one will be elected. The order of convocation and preparation of this event is determined by the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Societies" (hereinafter - the law). The decision to convene the executive body of the company. Depending on whether the manager's change is planned in advance or it is unscheduled, preparations for a planned or unscheduled session are prepared. The difference in preparation is that the deadlines of the planned meeting are stipulated in the Company's charter, and there is no unscheduled. Accordingly, the participants in the Company should send the requirement to the Executive Body on the need for this event.

Within 5 days from the date of receipt, the executive body is obliged to consider it and decide on approval or refusal to hold a meeting.

Within 45 days after submitting the requirement for its holding (in case of approval), the meeting should take place. This indicates paragraph 3 of Article 35 of the Law.

30 days before the event (no later), the face convening a meeting should notify other participants about him. This is done by sending a registered letter with a notice to the address specified in the list of participants in the Company in the Company's Charter. Also, the notification can be made in any other way specified in the regulatory documents of the Organization.

Registration of solution

The protocol of the Board of Directors on the change of the head is a document confirming the fact that the powers of the new general director are given. It is the basis for the design of the remaining documents necessary for entry into the position of new leader. In particular, on its basis the employment contract is drawn up.

The document is drawn up by the results of the meeting of the General Assembly of the Company's participants. Despite the fact that a unified form is not approved for this document, it should be drawn up in accordance with a certain structure, since it will be further checked by a notary upon assigning an application for amending the EGRULA in the form of P14001. The protocol must contain the following information:

1. Document's name.
2. Date and place of compilation.
3. Name of company.
4. List of presence and presence of a quorum.
5. FIO of the chairman and secretary.
6. Agenda.
7. Positions of participants.
8. Voting results for each issue.
9. Who is obliged to apply for the form of P14001 and enter into an employment contract with the new leader.
10. Signatures of the meeting participants.

In our work, use a sample: the Protocol LLC about the director's change submitted below.

It should be noted that at the agenda item, you must specify at least two mandatory items for this kind of sessions: the termination of the powers of the existing leader and election of the new one.

The sample protocol on the appointment of the Director of LLC-2017 is presented below.

Extension of authority

The term of authority of the general director is determined by the Company's charter. After this period, during the planned meeting of the Commissioner Ltd., the CEO can be elected a new term. This indicates article 40 of the Law. Usually in the LLC Charter establishes a standard term of office of the director - 5 years. The readers of this article prepared a sample (protocol for extending the powers of the General Director-2017). It is drawn up in the same way as the documents under consideration. However, in the "Agenda" section indicates that the meeting is carried out in order to extend the authority of the head. The sample fragment of this document is presented below.

Important moments

The meeting protocol must be certified notarized. Often, the meeting is usually carried out in the presence of a notary, if the charter of LLC does not provide for another, or by the decision of the assembly of all participants in the LLC, which they are unanimously (paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation).

Director General of the Limited Liability Company (director, president, etc.) is also referred to as the Sole Executive Body of the Company, which (pp.1.3 Article 40 of the Federal Law of 08.02.1998 No. 14-FZ):

• no power of attorney acts on behalf of the Company, incl. represents his interests and makes transactions;
• gives a power of attorney to the right of representation on behalf of the Company;
• publishes orders for the appointment of employees of society, about their translation and dismissal, applies the measures of encouragement and imposes disciplinary recovery;
• carries out other powers.

The Director of LLC is elected by the General Meeting of the Company's participants.

The decision-making meeting of the participants of the LLC is issued by the Protocol in writing (clause 3 of Art. 181.2 of the Civil Code of the Russian Federation).

On how to issue a protocol on the change of the Director General (sample 2018), we will tell in our consultation.

Protocol on the change of the director of LLC

The protocol is issued by decision 2 or more participants in the LLC. If the participant in society is the only one, then the decision to change the director LLC will be called - "the solution of the only participant", and not the protocol.

Recall that the decision of the meeting of the participants will be considered adopted if most of the participants of the meeting voted for him and at the same time at least 50% of the total number of participants were participated in the meeting (paragraph 1 of Art. 181.2 of the Civil Code of the Russian Federation). At the same time, the decision of the meeting can be accepted both in full-time and in absentee voting.

The protocol on full-time results should contain (clause 4 of Article 181.2 of the Civil Code):

• date, time and place of the meeting;
• information about the persons participating in the meeting;
• voting results for each issue of the agenda;
• information about persons who conducted counting votes;
• information about persons who voted against the decision of the meeting and demanded an entry on this to the Protocol.

The protocol on the change of the director, as well as all other minutes of general meetings of the Company's participants, are mellow in the protocol book. It must be provided at any time provided by any participant in the Company for familiarization (

All employees of the enterprise working out for its benefit to obtain profits should be officially employed, and their activities are subject to payment in the amount established by wages, taking into account additional payments. The Labor Code regulates the need for execution of employees who hold senior positions, even if they are founders of the company.

Registration of the head

The employment procedure of the director has a number of features that distinguish the design of an ordinary employee from the head. The leading position may claim both one of the company's founders and any person with relevant qualifications and experience.

To make a director to work, the founders of the company should organize a meeting in advance on which it is necessary to decide on appointing the head of a specific person and compile a protocol. This document will subsequently be reason to make work director specific citizen.

If an enterprise has several founders, then the signature of each of them should be in the protocol. If the founder is one, he independently decides on the appointment of the head.

Protocol Meeting Member States

In the case of two or several founders of the company, the basis for receiving the director is the minutes of the meeting of the Company's participants. In some cases allowed registration of labor relations with managers by decision of one of the founderswho chose the rest of the participants by the Commissioner.

In a document, justifying the employment of an employee, must be attended by information on the percentage ratio of ownership by the company's property.

Solution of one founder

The appointment of the director in the case of sole creation of LLC is realized through decisions solutions. It is worth noting that in order documentation, the date of its registration with the date of decision making should coincide.

The document must be present:

1. Date and place of decision making.
2. The initials of the founder.
3. Note about 100% of the ownership of the authorized capital
4. The name of the enterprise and its details.
5. Decision on appointing a specific person director.
6. Personal data of a citizen appointed by the company's head.
7. The date of entry into office.
8. Powers.
9. Order of making changes to the registry.
10. Signature.

Features of extension of authority

When appointing a manager to a position in the contractual agreement, as well as in the Protocol of the General Assembly or the sole decision of the founder should be present information about the period of cooperation.

At the end of the term of the agreement, the relevant decision of the founders is required to extend the powers of the director. The document must be issued in writing on the branded form and contain information on the extension of the authority of the current director.

How is the process of registration

During the activities of the enterprise, many controversial situations arise, the solution of which is possible only through founders who are authorized persons to conduct financial and legal operations with a business entity.

The design of the document must be made in accordance with the requirement of legislation, the provisions of the statutory documentation and the competence of the participants of the company.

The adoption of any important decision must be implemented on general meetingThe result of which is the decision-making. It must be issued as a protocol containing information:

• date of the General Assembly;
• registration number;
• meeting of the meeting, indicating the share in the charter capital;
• agenda;
• voting results;
• decision;
• signatures of all participants in the meeting.

Based on the protocol, the decision is made that must contain mandatory sections:

• decision on the creation;
• determining the legal address;
• approval of statutory documentation;
• appointment of director to the post;
• solving the issue of printing enterprise;
• determining the responsible for conducting registration actions.

Creating LLC

The protocols of the General Meeting of the founders and their decisions are not governed by certain forms. They can be drawn up in arbitrary form. The main requirement for them is to display all the required information.

FAQ

The appointment to the position of the head is accompanied by a number of issues, the knowledge of which is necessary for the competent design of documentation and management of the company.

Who can be the director?

The head of the enterprise can be one of its founders or an extraneous face. At the same time, the rules are legally defined:

• the only founder can independently appoint himself director;
• the same person has the right to hold a leadership position in several organizations;
• in the absence of Russian citizenship, you can take a guideline only after receiving permission in the migration service.

Who signs an employment contract?

The employment contract is signed by the two parties, one of which is the head of the company appointed. As an employer, the signature puts the founder (if he is the only one) or the authorized founder (if there are several participants).

Do you need an order for the appointment of the head, if there is a decision of the founders?

Labor relations between the employee and the employer are governed by the legislation in which the procedure for making a person to work is clearly stipulated. At the same time, the mandatory stages of design are:

• conclusion;
• registration of an order to impose responsibilities.

Is it necessary to make information on the register on changes in the guidelines of the enterprise?

In case of non-information in the Unified State Register, the newly appointed director does not receive management authority. All documents signed by him may subsequently be challenged in court and recognized invalid. Also possible trouble from the tax service due to non-payment taxes

How to change the organization's head?

The director may be replaced until the end of the term of cooperation in violation or non-fulfillment of the contractual conditions provided for in the Charter and the employment contract. The procedure for appointing a new manager is carried out according to the standard procedure. At the same time, it is necessary to fix changes to the register.

Everything about the responsibility of the founders and the Director of Ltd. can be found in this video.