How to fire a director at your own request. Procedure for dismissal of the general director

Any employee of the organization can resign at will. The leader is no exception.

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How to formalize the voluntary dismissal of the general director of an LLC in 2019? The CEO is vested with unlimited powers within his organization.

Accordingly, his responsibility is quite great. Due to these factors, the process of dismissing a manager becomes somewhat more complicated, even if done at will.

What is the correct way to fire the CEO at your own request in 2019?

Basic moments

According to the Labor Code, every employee has the right to resign at will. To do this, it is enough to express such a wish in writing and, after proper registration, interrupt your work activity.

But certain positions require a special dismissal procedure. This is due to the large volume.

An example of such a situation is the voluntary dismissal of the general director of an LLC.

When an LLC manager wishes to cease operations voluntarily, careful compliance with the delegation of authority is required.

The slightest legal inaccuracy leads to a violation of current legislation.

For any employee of the organization, the process of dismissal at will consists of submitting an application two weeks before the final payment date.

Notification from the general director must follow no later than a month in advance. The reason is that it is the manager who is responsible for all production processes and the preparation of proper reporting.

The general director is the only executive body of the LLC. He is responsible for the legality of all actions carried out by the company.

Therefore, dismissal will require lengthy documentation. In addition, it will take a lot of time to find a suitable person to replace the manager.

Advance notice of dismissal is also important for the director himself.

In this way, he distinguishes between the periods when he carried out leadership activities and the period of withdrawal from making management decisions.

The rights and obligations of the LLC director are determined by the general meeting of all participants. Only it has the right to appoint a head and terminate his powers.

Before dismissal, the general director must notify the founders of the company. For this purpose, he has the right to convene a general meeting at any time.

What it is

The head of an LLC or CJSC is the sole executive body that manages all current activities of the organization.

However, an ordinary employee can leave his job exactly two weeks later, regardless of the employer's wishes.

In some cases, settlement without working out is possible. In the case of a director, he cannot resign from his post until he completely surrenders his powers and transfers the affairs.

The transfer of affairs is necessary in order to differentiate the degree of responsibility over time between two managers, the resigning and the newly appointed.

The dismissal of the general director is also complicated by the fact that the director is the representative of the LLC registered in the Unified State Register of Legal Entities.

The legal entity is obliged to notify the tax authorities of all changes regarding the sole executor. Moreover, the application submitted for this purpose contains information about the new director.

As soon as the general director resigns, he loses the right to submit an application to the tax office.

That is, a resigned director cannot independently submit documents to change the registration data on termination of powers.

Changes to information in the Unified State Register of Legal Entities occur only after a new person is appointed to the post of manager. It will submit the required application on its own behalf.

An important point is the transfer of cases. The retiring general director must hand over all matters to the new manager.

In the absence of such a case, one of the founders can accept it. But the whole process must be formalized by appropriate acts.

What could be the reasons

There are several reasons why a CEO may be dismissed at his own request. OJSC or LLC does not matter, the list of grounds is the same.

Some correspond to the dismissal of ordinary employees, others relate to special rules regarding a managerial employee.

Reasons for dismissal of a CEO may include:

• own wish;
• expiration of the employment contract;
• agreement of the parties;
• initiative of the founders on the grounds set out in Article 81 of the Labor Code;
• additional grounds predetermined by the employment contract;
• initiative of company participants without specifying a reason;
• change of ownership of company property;
• removal from office of the head of a bankrupt company;
• dismissal of a manager due to liquidation of the organization.

Legal aspects

The dismissal of a manager at his own request is regulated.

The procedure for dismissing the general director of an LLC at his own request

For all employees, including the manager, the employer is the LLC. It operates through its governing bodies.

And upon dismissal, the general director is obliged to notify the highest management body of the organization:

• general meeting of founders;
• the only participant.

In theory, the director does not need the permission of the company's participants to dismiss; he can formalize his own dismissal.

But the members of the society must appoint a new leader. Which necessitates the convening of the meeting. In addition, it is necessary to transfer the affairs of the society.

Absolutely all participants must be notified thirty days in advance of the meeting. When notifying by mail, you should take into account the delivery time of the letter from .

Stages of the procedure

The process of dismissing a CEO at will consists of the following steps:

Notification of Participants	About holding a meeting and upcoming dismissal
Acceptance and approval of the minutes by the meeting	Or the decision of the sole participant to terminate the employment contract with the director. In this case, the reason for dismissal must be indicated.
Issuing an order to terminate the contract	And its registration in the journal of such documents
Transfer of affairs by the manager	And the property of the organization according to the act
Payment of all due amounts	Based on the formalized
Making an entry about dismissal in the director’s personal card ()	B familiarization with it to the director against signature
Making a notice of dismissal	In the work book and handing it over to the former manager
Bank notice	On the termination of the powers of the General Director
Notification within three days from the date of appointment of a new director	Federal Tax Service on changes in registration information with submission

The powers of the director terminate from the moment the order is issued, the entry is made in the work book and the cases are transferred to them.

Documenting

The process of dismissing a manager begins with him submitting a corresponding application. Next, a notice of the general meeting is drawn up and sent to all participants.

Regardless of the reason for the dismissal of a director, it is necessary to draw up the minutes of the general meeting or the decision of the sole founder.

Based on the decision made, an order to dismiss the general director is issued. Next, a proper entry about the dismissal is made in the manager’s work book, indicating a link to the protocol or decision.

The director, according to the act, transfers affairs and property to the newly appointed manager or one of the company participants. From this moment on, the general director is considered fired.

We form an order

An order for the dismissal of the general director is drawn up using.

This is standardly used to dismiss any employee of an organization. According to Article 84.1, the director himself issues the order, endorses it himself and signs for familiarization.

If the company does not use unified forms, then the order can be drawn up according to its own approved template that meets the requirements.

The order states:

• title of the document and date of preparation;
• Name of the organization;
• document type;
• description of the fact, namely the personnel decision;
• name of the position of the responsible person, his signature with a transcript.

How to write an application

The general director's application for resignation at his own request is drawn up in free form. There is no unified option for this.

When writing, standard wording is used - “I ask you to resign at your own request.” The employer is not required to indicate specific reasons.

The employer has no right to demand any explanations. If it is necessary to reduce the time and leave without working, write down the date on which dismissal is desired.

Video: how to fire a director

The date and signature are placed under the text. The application is submitted at the general meeting or may be attached to a notice to the company's participants.

Recording in labor

An entry in the work book of the general director is made in accordance with generally accepted rules.

That is, the date is indicated, a direct written statement of the fact of dismissal, the basis and a link to the supporting document.

The details of the general minutes of the meeting of company participants or the decision of the sole founder are indicated as the basis document. The record is certified by the seal of the organization.

In case of inaction of LLC participants, the director can independently formalize the procedure for his dismissal.

What payments are due?

The law stipulates two cases when a director receives compensation upon dismissal. This is a change in the ownership of property or the dismissal of a manager by the founders without explanation.

The amount of compensation in this case is not less than three monthly salaries.

A compensation payment of one month's salary, with the preservation of average earnings for up to two months, is due to the director of the LLC upon liquidation of the organization.

The settlement by agreement of the parties is not accompanied by mandatory compensation, but in practice the parties determine a certain amount of severance pay independently.

In case of dismissal of the general director at his own request, compensation is not provided by law.

However, there may be a condition for severance pay upon dismissal on this basis.

Its amount is limited only for heads of government agencies and organizations with a state share of ownership of more than fifty percent.

The director of a legal entity, with an organizational and legal form of management in the form of a limited liability company, is an employee who is subject to the norms of the Labor Code of the Russian Federation.

Application for resignation

The head of the company is also its sole executive body, whose activities are regulated by legislative norms relating to LLCs. They imply the need for prior termination of powers. The grounds for dismissal of a director are identical to the circumstances typical for ordinary employees, but the procedure for carrying out the event is different.

Dismissal procedure

The dismissal procedure involves formalizing the termination of an employee’s labor duties.

To dismiss a full-time employee, it is enough to notify the employer in writing of your desire to terminate the employment contract two weeks before the event, after which:

• the employee receives the funds earned;
• the employer's representative makes an appropriate entry in the work book;
• the employee acquires the status of dismissed, unemployed and no longer related to the company’s production activities.

Registration of the dismissal of the director of an LLC at his own request is carried out according to a different scenario, which involves the implementation of mandatory measures related to the termination of powers and registration actions with the authorized bodies.

How to dismiss the director of an LLC at your own request: step-by-step procedure

Algorithm for the dismissal procedure

The dismissal of a company director occurs in accordance with norms and requirements that complement and clarify each other:

• Labor Code of the Russian Federation;
• Legislative acts regulating the activities of limited liability companies.

The procedure for releasing a manager from obligations is carried out in several stages:

1. Notification of the founders about the upcoming event at least 30 days before its occurrence. The event must be carried out by drawing up a letter in the form of an application and sending it by mail with a notification option. A sample application for dismissal of the general director of an LLC will help you draw up the document correctly.

Letter of resignation

1. Initiation of a meeting by the chairman of representatives of management bodies immediately after receiving notification from the director.
2. Conducting a meeting, the agenda of which is the issue of early resignation of the manager and the appointment of his successor.
3. Making a collegial decision implying the dismissal of the manager at his own request.
4. Drawing up a protocol, which is a document justifying the resignation of the head.
5. Issuance of an order to terminate the employment relationship. The document must be drawn up in form T-8.

Sample dismissal order

1. Making an entry in the work book indicating the registration information of the completed protocol.
2. Certification of the entry in the work book by an authorized representative of the company and its seal.
3. Informing authorized bodies about the event.

Read also: Types of employee work schedules

Reasons for resignation

The dismissal of the general director at his own request is carried out in situations provided for by labor legislation, implying general special or additional grounds for initiating the procedure.

Reasons for dismissal

Are common

The general grounds for the head of the company are identical to the circumstances characteristic of ordinary workers:

• expiration of the employment contract;
• reluctance to hold a position;
• transfer to another place of work.

Special

Special grounds are typical for company managers in situations:

• sale or donation of an LLC, which entails a change of owner;
• failure to fulfill assigned duties;
• illegal actions that resulted in violation of the safety of property.

Additional

When carrying out liquidation measures of a limited liability company, a mandatory measure is the removal of its director from office.

Filling out a work book upon dismissal of a director

Notification of authorized bodies

The Tax Service must be notified of a change in the head of the company within three days from the date of dismissal of the previous director, in order to timely make changes to the unified database of legal entities.

Specialists of the authorized body require the event to be carried out by the former director, since the new management does not have the right to carry out legal transactions, which include signing documents, until changes are made to the unified database.

Unified database for registration of legal entities

This necessitates the inclusion of additional sections in the rule for the procedure for dismissing a director:

• drawing up a notification application;
• certification of the document by a notary;
• personal visit to the Tax Service and submission of the document.

How to formalize dismissal if the director is a founder

If the director and founder of the company are the same person, then you can relieve yourself of responsibilities at any time. In this situation, the employment of the director, who is the owner, is not influenced by the norms of the labor regulation section reflected in the labor legislation.

The dismissal of the head of an LLC is carried out in accordance with his sole decision.

Dismissal can be formalized according to several schemes, the choice of which determines the rules for completing the procedure:

1. At personal request, which necessitates an entry in the work book, in accordance with the general procedure for filling it out, referring to the personnel order.
2. By the decision of the participant, as a result of which it is necessary to reflect in the work book a record of dismissal upon the initiative of the authorized body of the company, indicating a link to the relevant decision.

The CEO is the main figure in the organization, so errors in the documents related to his dismissal will entail serious risks. A simple step-by-step algorithm for dismissing a director will help avoid them.

Registration of the dismissal of the general director has a number of nuances, without taking into account which can lead to serious violations in the field of labor and civil law. Like an ordinary employee, a manager can resign at his own request. It is also possible to dismiss the general director by decision of the organization's founder.

The manager must notify the founders of his resignation at least one month in advance. If the general director of an LLC is dismissed at his own request, it is necessary to issue a notice of the general extraordinary meeting of participants. It will decide to terminate the powers of the head and elect a new one. In the event that the dismissal of the general director of the LLC occurs without the appointment of a new candidate, the general meeting will determine a temporary acting director.

The JSC should be notified to the board of directors, who will convene an extraordinary meeting of shareholders or, if they have the appropriate competence, make a decision on terminating the powers of the sole executive body. The notice can be delivered personally to the recipients against signature, sent by registered mail with return receipt requested, or by telegram.

Step two. Conduct an extraordinary general meeting of shareholders (participants), draw up minutes. Based on the protocol, the contract with the current manager is terminated and a new manager is appointed.

Step three. Organize the transfer of cases, make an entry in the work book. The manager must carry out the transfer according to the act of the seal of the company and its documentation. An entry must be made in the work book indicating clause 3 of part one of Article 77 of the Labor Code of the Russian Federation. Column 4 indicates the number and date of the protocol.

Step four. Enter information into the Unified State Register of Legal Entities. Within 3 working days from the date of election of the sole executive body of the company, it is necessary to enter the relevant information into the Unified State Register of Legal Entities. To do this, you need to send an application to the Federal Tax Service in the form P14001, approved by Order of the Federal Tax Service No. ММВ-7-6/ dated January 25, 2012. Until the data in the Unified State Register of Legal Entities is changed, the current director remains the current director, so this is an important point that cannot be ignored or postponed until later.

An example of filling out sheet “K” with the data of the old and new manager of form P14001:

Dismissal of the CEO by decision of the founders

Cases where the termination of the powers of the general director does not occur at his request are called dismissal at the initiative of the founder. The algorithm of actions is the same as when leaving at your own request, only the first stage is excluded. The Labor Code lists special (Article 81 of the Labor Code of the Russian Federation) and additional (Article 278 of the Labor Code of the Russian Federation) grounds for termination of a contract by decision of the founders. The use of these grounds for termination of an employment contract is subject to compliance with certain requirements. When terminating a contract for making an unreasonable decision or gross violation of duties by the manager, the procedure must be followed

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Dismissal of the general director at his own request 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.

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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:

1. Preparation director's resignation letter (sample it can be found on our website).
2. Notification of company participants about the upcoming departure of the director.
3. Organizing and holding a meeting of founders.
4. Issuance of an order.
5. Making entries in the work book of a dismissed person.
6. Settlement with the former general director.
7. Issuance of documents to the general director.
8. Notifying the tax authorities about the departure of the head of the company.

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.

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 retired general director 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 dismissal at the own request 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 representative of the organization is the general director: he acts without a power of attorney on behalf of the legal entity. It is he who bears full responsibility for the state of affairs of the enterprise. The general director is appointed to the position by the general meeting of members. The dismissal of the general director at his own request differs from the procedure for terminating an employment contract with ordinary employees.

Established order

If the general director of a company decides to resign on his own initiative, then he must prepare a corresponding statement. It is addressed to the founders of the company.

The Labor Code of the Federation, Article 280, states that the manager has the right to terminate the employment contract early, subject to written notification of this to the owners of the company (their representatives) at least 1 month before the planned date of departure.

After receiving the application, the procedure for registering the dismissal of the LLC director at his own request begins. To avoid problems in the future, it is necessary to monitor the implementation of each stage.

1. The meeting of the founders, at which the director’s application is considered, and the minutes are drawn up.
2. Issuance of a dismissal order.
3. Filling out a work book.
4. Carrying out final settlement with the general director.
5. Issuance of all required documentation to the former manager.
6. Notifying regulatory authorities, including the tax service, about the resignation of the manager.

Compliance with the procedure is mandatory. After all, violations may cause problems with the labor inspectorate.

If the manager cannot continue to work due to admission to an educational institution or due to the arrival of his retirement date, he must be fired on the date he indicated in the application.

Procedure

If the general director decides to vacate his position and resigns on his own initiative, then he must prepare a notice to the founders. This can be done in the form of an application. There are no clear requirements for the document. It should display the following information:

• manager data;
• information of the employer (founder);
• date of writing the document;
• planned date of termination of the employment agreement.

All founders must be informed about the will of the general director. The manager can inform them personally, send a notification by mail or courier delivery. The month period begins to count from the moment when the letters were received by the founders.

The manager must also determine the date of the unscheduled meeting and notify all participants of its holding. The procedure for sending notifications is regulated by the legislation on limited liability companies. The law states that:

• notification is sent one month before the scheduled date of the meeting;
• each participant is notified personally;
• notifications are sent in the manner specified in the company’s charter (mainly by registered mail);
• The notice includes information about the location of the meeting, its date and the list of issues that will be discussed.

Having figured out who the general director is writing to, you can send a letter of resignation along with the notice of the meeting. If one of the founders is a legal entity, then the letter is sent to the address specified in the Unified State Register of Legal Entities. Notifications are sent to individual owners at the address that the company has.

Any LLC is required to maintain a list of its members, so their location information must be up to date. If for some reason the list of participants was not previously maintained, then information about the founders can be found in the company’s charter and constituent agreement.

The boss can also find out from the tax service whether the addresses of the individual founders that he knows correspond to the addresses indicated by the owners in 2-NDFL. It will not be possible to find out the new address at the tax office; Federal Tax Service employees will not inform you of it. But if the founder, whose place of residence has changed, did not provide this information to the LLC, then he is considered to have been properly notified when a notice is sent to the old address.

Dismissal without agreement of the founders

At a meeting organized by the general director, a decision may be made to dismiss him. But this is not necessary if he decides to terminate the employment contract voluntarily.

By decision of this collegial body, a new candidacy for the head must be approved. Even if the co-owners cannot decide who to appoint, they have no right to force the resigning director to work for more than 1 month. An exception is made in cases where the date of termination of the contract is agreed upon at a meeting. By mutual agreement of the parties, the one-month period may be extended for a period until the founders find a new candidate for the position of general.

If participants do not agree with the dismissal, they can avoid giving notice or prepare a refusal to participate in the meeting. This should not be an obstacle to dismissal. The general director can go to court to protect his rights. A copy of the completed statement of claim should be sent to the company member who refuses to agree to terminate the contract with the director.

Even without the appointment of a new leader and the consent of the founders, the general director has the right to resign. After all, Article 37 of the Constitution states that forced labor is prohibited. The main thing is that the director followed the established procedure for dismissal.

Leaving ahead of schedule

In a statement addressed to the founders, the manager must indicate exactly when he wants to resign. But depending on the situation, the date of termination of the employment agreement may be changed. If the director agrees to leave before the deadline specified by him, then the procedure for dismissal does not change.

There are cases when company members decide to terminate an employment agreement before the date specified in the application. If the manager’s consent to this is not obtained, then he is considered to be dismissed by decision of the meeting. In this case, he will be entitled to compensation upon dismissal.

Preparing for the termination process

The general director is the financially responsible person. He is responsible for the damage caused to the organization by his actions and by himself. Therefore, the dismissal procedure includes the need to carry out the following actions:

• draw up a report on the amounts disbursed, prepare copies of advance reports and other necessary documents, all surpluses should be handed over to the cash desk of the enterprise;
• on the last working day, the boss gives the person who came to his position keys, documentation and, of course, company seals;
• notify the bank and certification center about the dismissal, this will prevent the misuse of the manager’s electronic signature after he leaves the company.

Completion of these actions is mandatory.

Preparing an application

The manager, planning to convene the founders, should look at what a sample application for termination of an employment contract looks like. Consideration of the need for dismissal can be included in the notice sent to the founders.

It will look like this:

Member of Aladdin LLC

Rakhmanov I.F.

Notice of special meeting

Dear Ilya Fedorovich!

Guided by the powers granted to me by the charter of Aladdin LLC, defined in clause 12.3, and the legislation on the activities of the LLC, with this notice I inform about the convening of an extraordinary meeting of participants of Aladdin LLC.

Agenda: election of a new general director in connection with the dismissal of the current manager on his own initiative. Application dated 02/02/2017 entry. No. 84 on termination of the contract is attached to this notice.

The meeting will take place on March 13, 2017 at 1100 in office. 101 of the building of Aladdin LLC, which is located at Izhevsk, st. Vorovskogo, 31.

General Director of Aladdin LLC Provko G.P.

The attached statement itself may look like this.

Founder of Aladdin LLC

Rakhmanov Ilya Fedorovich

General Director of Aladdin LLC

Provko Gennady Petrovich

Letter of resignation

I ask you to dismiss me, the General Director of Aladdin LLC G.P. Provko, at his own request, effective March 14, 2017.

General Director Provko G.P.

The registration situation is simplified if the general director is the sole founder of the company. He can dismiss himself at any time without holding a meeting and waiting the required month. He will have to appoint another leader in his place.

Executing an order and filling out a work book

After the meeting, the general director has the right to make and sign a dismissal order. Use the better developed unified form No. T-8, which is approved by the State Statistics Committee. But if desired, the form of the order can be changed.

The order contains the following information:

• details of the company, its name;
• information about who is leaving;
• reason for leaving the position;
• date of termination of the employment contract.

The labor manager can make an entry on his own if the company does not have an employee responsible for managing personnel affairs. The same entry is made in the work book as when ordinary employees are dismissed. It indicates that the manager was dismissed at his own request.

You must refer to clause 3 of Art. 77 Labor Code of the Russian Federation. Some people mistakenly believe that when terminating a contract with a manager, one should refer to Art. 280. but Rostrud confirmed that this is not true.

When filling out the work book, you need to take into account the following:

• information fits into all columns;
• Arabic numerals are used when filling out;
• the reason for dismissal must be recorded correctly, in accordance with labor legislation;
• the article of the Labor Code of the Federation on the basis of which the employment relationship was terminated must be indicated;
• The details of the order that formalized the termination of the employment relationship are entered in the appropriate column.

Upon dismissal, the former boss can receive wages for the time that was actually worked and compensation for the remaining unused vacation.

Taking over as a new boss

One of the stages of dismissal is the transfer of affairs to a new appointed general director. The manager who has just assumed his duties is given 3 days to submit an application to the Federal Tax Service with a request to make changes to the Unified State Register of Legal Entities. This must be done due to a change of person who acts on behalf of a legal entity without a power of attorney.

After receiving the application, the tax office registers the changes made within 5 business days. Information about the former general director is excluded, and information about the new manager is indicated instead. If this is not done in a timely manner, the previous manager may have problems:

• claims may be brought against him as a subsidiary debtor in the event of bankruptcy of an LLC;
• Difficulties may arise when finding employment in another organization as a manager.

Therefore, when figuring out how to fire the general director, it is necessary to monitor this issue.

It must be understood that termination of the contract does not relieve the manager from responsibility. Material obligations are retained if, as a result of the audit, it is revealed that while in office:

• property was lost;
• the organization's property was damaged;
• unexpected expenses arose;
• profit was lost.

In these cases, the owners of the company have the right to sue the dismissed manager demanding compensation for damages. The court will take the plaintiff’s side if the company’s owners can prove the manager’s guilt with documentation.

What should the General Director do if he wants to resign of his own free will?

According to Art. 280 of the Labor Code of the Russian Federation, the head of an organization has the right to terminate an employment contract early by warning the employer in writing no later than one month in advance.

In this regard, it is necessary:

1. Write a letter of resignation of your own free will in several copies (according to the number of addressees - see below)

To the General Meeting of Participants
LLC "Dismissal"
From the General Director
Uvolnyalkin Uvolnya Uvolneyevich

Statement
I ask, in accordance with Article 280 of the Labor Code of the Russian Federation, to dismiss me at my own request on August 15, 2014.
02.07.2014
Signature

The date of dismissal must be set with a margin, taking into account the time it takes for letters to reach the participants, because the 1-month period begins the next day after the employer receives the employee’s resignation letter.

2. The application in originals must be sent by a valuable letter with a list of attachments and a notification of delivery to each participant and additionally to the legal address of the LLC.
It must be sent to the address indicated in the list of participants of the LLC (the list must correspond to the Unified State Register of Legal Entities), or look at the addresses directly from the Unified State Register of Legal Entities extract, and also duplicate them at other known addresses of the participants.
Also, if you are not sure that the application will reach the addressee, or you need to speed up the procedure, you can additionally send items by courier service.

3. Organization of conducting general public management in connection with his dismissal. The decision on the dismissal of the General Director is made by the General Meeting of Participants of the company. In this regard, it is advisable, simultaneously with the submission of the application for dismissal, to send notices to the participants about conducting general public management in accordance with Article 35 of the Law “On Limited Liability Companies” , specifically dedicated to the issues of your dismissal. Notices are sent by registered mail with return receipt requested, or by other means. provided for by the Company's Charter.

Member of LLC “Dismissal”,

owning 49% of shares in the authorized capital,

nominal value 4900 rubles,

Ivanov Albert Yurievich

Address: 117628, Moscow,

st. Staraya, 9, apt. 1

From the General Director of "Dismissal" LLC,

Uvolnyalkin Uvolny Uvolneyevich,

Address: Moscow, st. Novaya, no. 46, apt. 21

NOTIFICATION

on holding an extraordinary General Meeting of Participants

Limited Liability Company "Dismissal"

In connection with the receipt by the company of an application from Uvolnyalkin Uvolny Uvolneyevich about dismissal at his own request, hereby on the basis of Art. 35 of the Federal Law of the Russian Federation "On Limited Liability Companies" I notify about the convening of an extraordinary General Meeting of the Company's participants 08/15/2014 at 1 p.m. 00 min. on the 1st floor in room No. 4 of the Kremlevsky Business Center, located at: Moscow, st. Darling, 12, building 3.

The agenda of the extraordinary General Meeting of Participants of the Limited Liability Company “Dismissal” should include issues in the following wording:

1. On the early termination of powers of the General Director of Uvolnyalkin Uvolny Uvolneyevich.

2. On the election of a new person to the position of General Director.

General Director of the Company

Uvolnyalkin Uvolen Uvolneevich

(signature)

4. After 30 days have passed from the date of receipt of the notice by the last participant, the General Director must issue an order for his dismissal in form N T-8, approved by Resolution of the State Statistics Committee of the Russian Federation dated January 5, 2004 N 1. The order is signed by the General Director himself. The order indicates the decision of the OSU as the basis. If the OSU did not make the appropriate decision despite your compliance with the above procedure, the order indicates your resignation as the basis.

5. An entry is made in the General Director’s work book regarding the termination of the employment contract. According to paragraph 10 of the Rules for maintaining and storing work books, producing work book forms and providing them to employers, approved by Decree of the Government of the Russian Federation of April 16, 2003 N 225, records of dismissal are entered in the work book on the basis of the corresponding order (instruction) and must exactly correspond to the text of the order (orders).
“Dismiss at your own request on August 15, 2014, clause 3.Article 77 of the Labor Code of the Russian Federation”
The entry in the work book is certified by an authorized representative of the OSU, and in his absence, by a personnel employee of the company or even by the General Director himself.

6. Transfer of cases If there is no one to transfer cases to, since a new director has not been appointed, the General Director can resolve this issue in several ways:
- store the company’s documents independently;
- transfer documents on a contractual basis to an archival organization, establishing the possibility of return at the request of the company;
- hand over documents to a notary for safekeeping on behalf of the organization, because according to Art. 35 Fundamentals of the legislation of the Russian Federation on notaries dated 02/11/1993 N 4462-1, notaries are given the authority to accept documents for storage. - leave the documents for storage in the company safe, handing over the key according to the transfer act to the responsible employee.

7. On making changes to the Unified State Register of Legal Entities The former head of the organization with whom the employment contract was terminated should not ensure that the relevant information about the change of the general director is entered into the Unified State Register of Legal Entities (see decision of the Supreme Arbitration Court of the Russian Federation dated May 29, 2006 N 2817/06, Resolution of the Federal Antimonopoly Service of the West Siberian District dated 12/17/2008 N F04-7920/2008(18020-A27-37)).You should also pay attention to the fact that without the sole executive body of the company, the functioning of the company is impossible. In this regard, some courts indicate that the charter of the LLC must establish the procedure for dismissing the director of the company at his own request. And if such a procedure is not established in the charter, then upon dismissal, the manager can, by his order, appoint a third person as acting sole executive officer until the competent authority makes a decision on the appointment of a new general director, which, for example, is indicated in the Resolution of the Federal Antimonopoly Service of the North Caucasus District dated July 24, 2009. case No. A32-26316/2008-11/411.
According to paragraph 5 of Art. 5 of Federal Law No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs" dated August 8, 2001, within three days, the LLC must notify the territorial tax authority of the change of the general director by submitting an application for amendments to the Unified State Register of Legal Entities (USRLE ) according to form N P14001 (with a notarized signature).

Please note that tax officials require that this application be submitted by the “old” manager, justifying this by the fact that the new general director of the LLC does not have the right to sign the application until information about it appears in the Unified State Register of Legal Entities.

8. Notification of other interested parties After carrying out all the above procedures, it also makes sense: - notify all credit organizations where there are current accounts about your dismissal; - notify the tax service at the location of the organization about your dismissal;

9. Revocation of powers of attorney It is recommended to revoke the powers of attorney issued by you by sending reviews to those persons to whom powers of attorney were issued in valuable letters with an inventory of the attachments, as well as third parties known to you for whose representation a power of attorney was given (Article 189 of the Civil Code of the Russian Federation). Notarized powers of attorney are canceled by filing a revocation with a notary. Such feedback should also be sent to trusted persons.

Regulations. Excerpts.

Labor Code of the Russian Federation

Article 80. Termination of an employment contract at the initiative of the employee (at his own request)

An employee has the right to terminate an employment contract by notifying the employer in writing no later than two weeks in advance, unless a different period is established by this Code or other federal law. The specified period begins the next day after the employer receives the employee’s resignation letter.

By agreement between the employee and the employer, the employment contract can be terminated even before the expiration of the notice period for dismissal.

In cases where the employee’s application for dismissal on his initiative (at his own request) is due to the impossibility of continuing his work (enrollment in an educational organization, retirement and other cases), as well as in cases of established violation by the employer of labor legislation and other regulatory legal acts, containing labor law norms, local regulations, terms of a collective agreement, agreement or employment contract, the employer is obliged to terminate the employment contract within the period specified in the employee’s application.

Before the expiration of the notice period for dismissal, the employee has the right to withdraw his application at any time. Dismissal in this case is not carried out unless another employee is invited in his place in writing, who, in accordance with this Code and other federal laws, cannot be denied an employment contract.

Upon expiration of the notice period for dismissal, the employee has the right to stop working. On the last day of work, the employer is obliged to issue the employee a work book and other documents related to the work, upon the employee’s written application, and make a final payment to him.
Article 280. Early termination of an employment contract on the initiative of the head of the organization

The head of the organization has the right to terminate the employment contract early by notifying the employer (the owner of the organization's property, his representative) in writing no later than one month in advance.

Prikhodin S.A.

The circumstances surrounding the dismissal of a CEO may vary. The contract with him may be terminated on general grounds in accordance with Art. 77 Labor Code of the Russian Federation. Typically, this is the end of the contract or the manager’s own initiative. If the initiator of dismissal is the founder, then the provisions of Art. 81 and art. 278 Labor Code of the Russian Federation. Nevertheless, the procedure for dismissing a manager has its own specifics.

Typical situations	Dismissal procedure
General Director - sole founder	A statement requesting termination of the contract is not written. The decision to dismiss is made individually. The General Director personally issues and endorses an order to terminate activities
General Director - one of the founders	1 month before the day of dismissal, a statement of resignation of one’s own free will is written addressed to the chairman of the owners. (Art. 280 Labor Code of the Russian Federation ) An extraordinary meeting of all participants is convened, where a decision on dismissal is made
General Director - employee, subordinate to the employer (owner)	As in the previous case, the general director submits a similar application a month before the expected date of leaving office only in the name of the owner. It is the owner who will decide this issue In a similar way, you can resign before the expiration of the notice of dismissal (Labor Code of the Russian Federation, Article 80, Part 2)

Registration scheme using the example of dismissal of the general director of an LLC at his own request

In part, this process, as with the dismissal of an ordinary employee, comes down to agreeing on the decision to dismiss, recording it properly in the administrative document, the work book of the dismissed person, as well as issuing a calculation.

But, since we are still talking not about an ordinary employee, but about the general director, the typical dismissal scheme acquires new components. Thus, the founders take part in making decisions and actually formalizing the dismissal. And their final decision requires making appropriate changes to the Unified State Register of Legal Entities. The procedure for entering information about dismissal in the work book is also somewhat different.

Key stages of the dismissal procedure	What is included
Holding an extraordinary general meeting of participants after writing a letter of resignation	1. The issue of dismissal is discussed. 2. A protocol is drawn up (indicating the last day of work of the dismissed person and the appointment of a new general director or an interim director).
Transfer of affairs from the dismissed manager to the company	The resigning general director must provide the LLC with documentation stamped on the executed deed
Mark in the work book of the dismissed general director on the final day of work	This mark must contain: · Protocol number and date (or an order, i.e. a document including a decision on dismissal); · signature of the responsible person (his capacity may be the chairman of the meeting, the head of the board of directors, an appointed member of the LLC, the sole founder - the general director);
Making changes to the Unified State Register of Legal Entities	For this purpose, a prepared application in format P14001 is submitted to the Federal Tax Service (Federal Tax Order No. ММВ-7-6/25@ dated January 25, 2012); Until new data is entered into the Unified State Register of Legal Entities, the previous director remains active

The final payment to the general director is made as standard on the day of dismissal. The payment includes: salary due, compensation for unused annual leave, benefits (if applicable).

Typical mistakes when dismissing a CEO

Controversial situation

Correct solution

The competence of the Board of Directors, in accordance with the charter of the joint-stock company, includes the formation of executive bodies. Based on the decision of the Board of Directors, the employment contract with the director of the joint-stock company was terminated early (p. 278, clause 2 of the Labor Code of the Russian Federation), despite the fact that the day of dismissal occurred during the illness of the dismissed person

Indeed, the powers of the Board of Directors (Federal Law No. 208 of December 26, 1995 “On JSC”) in this situation allow you to make a decision on the dismissal of a director (general director) at any time. But according to Art. 81 of the Labor Code of the Russian Federation, it is impossible to dismiss an employee during illness (sick leave) on the initiative of the employer. An exception is the liquidation of an organization. Accordingly, the date of dismissal is postponed to the first day following the end of the incapacity for work.

Explanations of Rostrud on the issue of the company’s use of a seal when drawing up a work book (letter No. 1168-6-1 dated 05/15/2015)

Based on this, despite the voluntary nature of using a seal in an LLC (provisions, Article 2, as well as Article 6 of Federal Law No. 82 of 04/06/2015), companies are also recommended to certify entries in the work book with a seal.

Example 1. Registration of an employment document upon dismissal of a part-time employee (general director)

The general director resigns from his part-time job at his own request. Date of dismissal - 02/26/2018, reason - clause 3.art. 77 Labor Code of the Russian Federation.

A positive decision on his application was made at the general meeting of participants, which is duly reflected in Minutes No. 1 dated 02/02/2018.

According to the current rules for storing labor documents, this document must be kept at the main job. Information about part-time work is entered at the discretion of the employee (in our case, the general director). According to the law, he has the right to take certified copies of the required documents in order to present them to make the necessary notes in the work book.

However, all entries are made in the usual manner. In this situation, the dismissal record will be as follows:

1. Column “1”: serial number of the entry.
2. Column “2”: date of dismissal “02/26/2018”.
3. Column “3”: the wording “Dismissed from a part-time job at his own request, clause 3 of Art. 77 Labor Code of the Russian Federation.

Answers to frequently asked questions

Question #1: For what reasons can a general director (part-time worker) in a non-core job be fired?

Circumstances may vary, for example:

1. If the contract is concluded for an indefinite period, then they can be fired when another employee is hired, for whom this work will be dominant, i.e. permanent.
2. The general director (part-time) was fired from his main job. He is going to work at an additional job not as a part-time worker, but as a permanent employee. For this purpose, he resigns on his own initiative in order to further establish himself here as a permanent employee.

Question #2: How does a reduction in the number of directors occur during the reorganization of an organization and how does it differ from staff reduction?

Numerical and personnel reductions (in this situation we are talking about numbers) are carried out in the generally accepted manner. First, an order is issued to reduce the number of directors to, say, one. Next, everyone is notified of the upcoming changes and is offered all possible available vacancies. Upon receipt of a written refusal, dismissal is issued.

Staff reductions are made when it comes to different positions, for example, director, general director.