Who signs the labor contract if the director is the only employee. Reception and dismissal of the CEO

The information entered in the director's book is strikingly different from the records of ordinary employees. This is natural, because here the employer and the employee are one and the same person, and this is not quite a standard case. Nevertheless, if you need to enter information into the director's TC - act confidently. Rest assured that the director has the legal right to serve in these roles at the same time.

The director's TC has a twofold nature: it may well be no different from an ordinary book. It may legally contain the usual record of an unremarkable, nothing special, appointment to the post of director. The appointment can be based on the basis of the order.

At the same time, unlike ordinary employees, the director of the enterprise is hired by the decision of the constituent body. Therefore, some experts suggest that both documents be included in the initial grounds for the procedure being performed: the order with its output data and the decision on which the issued order is based.

1. "Adopted to the position (position) of the director."
2. "Appointed to the position of director."

Legal and regulatory basis

The regulatory framework governing making an entry in the head's TC consists of several specialized legislative documents:

1. Letter of the Ministry of Labor dated 19.12.07, No. 5205-6-0.
2. Part 3-4, Art. 66 of the Labor Code of the Russian Federation.
3. Instruction, approved by the Ministry of Labor of 10.10.2003, No. 69 (clause 3.1).
4. Rules for maintaining and storing TC dated 04.16.2003 No. 225.
5. Local acts and regulations.
6. Decision of the constituent assembly.

Basic rules for recording

In terms of the form of ownership: LLC, CJSC, etc., the director is elected by the general meeting... The presiding judge approves the minutes, which becomes a statement of the fact of appointment. An employment contract must be drawn up according to general rules, in a generally accepted form. But instead of the employer, the employing director is the chairman of the meeting of founders.

He also has the right to sign the order, which is based on the result of the decision of the founders and the right to sign the order on the director's entry into office. As in other cases, the record must be entered. All entries are made

• carefully;
• legible handwriting;
• no mistakes;
• without blots;
• according to the instructions.

The outlined procedure applies to the position of a director, when he acts as a CEO, who may not be the only co-founder. The status of the director may differ from that of the general, in which case the conditions for making an entry will be different.

If you are the director of an organizationwhere there are no clerks, accountants, etc., and you were promoted to the position by self-appointment, then you have the right to make an entry in the book, as well as the signing of all related documents yourself.

In addition, there is a procedure for making an entry in the TC for directors of secondary schools, which is carried out through the personnel department of public education.

The directors of the Houses of Culture, Children's Folk Art Centers, sports schools and similar institutions are accepted by ordinary order through the Department of Culture, Sports and Tourism. I.e heads of municipal institutions are accepted for the position:

1. As usual by a higher authority (department).
2. By being elected by competition.

Step-by-step instruction

When a manager is accepted for a position by the personnel service of municipal self-education, documents are required from him, confirming qualifications and necessary for employment:

1. Education document.
2. Employment history.
3. Application for a job.

The application is written in the name of the head of the department (division). After its approval, an order of appointment is prepared and the wording of the entry is made.

If the position is elective in a municipal institution, LLC, CJSC, etc., a decision of the constituent assembly is required. On its basis, an order is created, and on the basis of the order, a record is made. It is most expedient, according to experts, in the fourth column to indicate the document, on the basis of which the order of appointment and the order itself were issued, in a form typical for all information.

When filling out the work record, you must first in the third column, where information about the work is reflected, enter the name of the organization that makes an entry in the work book of the general director about hiring or enter your organization, if not otherwise provided. In this case, it is not allowed:

• put a serial number;
• indicate the date.

1. In the first column, the ordinal number of the entry, based on the number under which the previous entry was made.
2. In the second column, the date the director was hired. Do not confuse with the date of entry of information or the date of issue of the order.
3. In the third column there is the entry itself, which reflects information about the manager's admission to work: whether he was hired, elected, appointed, etc. to your position.
4. Two documents as legal grounds: an order and a decision, or one of them.

The nuances of hiring a director

An employee just needs to apply for employment, at this stage the features are only in personal and social qualities. Based on the results of the interview and after agreement and selection of his candidacy, he can be accepted.

But for this, the fact of dismissal must be recorded in the TC of the applicant. Without him, admission to the post cannot be carried out. The next step will depend on who the director's employer is:

• municipality;
• he himself;
• co-founders.

In addition, it will be important whether this position is elective or the person is appointed by order of a higher-level management. Depending on these factors, should work algorithm for further actions, which may include:

1. In simple acceptance by order.
2. In a similar edition of the order for himself.
3. In the resolution of the co-founders.

After establishing the basis, an order for employment is issued and an entry into the labor force is made. Keep in mind that after the order of employment for large enterprises, where the director is elected by decision or vote, it is necessary to issue a second order - on his assumption of office.

The second order is not reflected in the labor order, but serves the purpose of the internal organization of activities.

Upon subsequent receipt of another education, it is produced.

How to make an entry in a work book for a CEO - a sample of hiring based on the protocol:

Record in the work book about the admission of the CEO - sample of acceptance based on two protocols:

Hiring by translation

In the event that recruitment is carried out by translation, the following must be attached to the listed documents:

• statement;
• order.

These documents are provided as confirmation of the permission of the translation from the organizations. That is, the director gets a job before leaving the previous one. Applying for a job, he is waiting for his confirmation by the higher-ranking leader and the release of the order.

With the received order, he turns to the previous employer. On the basis of this order, he is dismissed in the order of transfer, and in the desired place they are received in the same way - in the order of transfer. However, if the admission is carried out subject to a decision by the assembly or in the case of an elective office, this process cannot be canceled.

It must be carried out under the conditions of the transfer of the director at a convenient time for this, but no later than the execution of an order for employment.

After a record of dismissal in the order of transfer is made, you do not have the right to take into production the provided labor, if the translation indicated in the document concerned not yours, but any other organization.

Only the translation made on the basis of your document has legal force. (order, agreement, approved statement) that you submitted to dismiss the director to his previous job.

If the transfer to the position of director is carried out within the same organization as a result of promotion, the entry is made in the usual way, without reference in the wording of the transfer to another position.

For example, "elected (appointed) director", indicating:

• the ordinal number of the record;
• dates;
• order of appointment.

In this case, it is also possible in the last column to indicate two documents (if there is a second), which made the appointment. The same algorithm of action in hiring - a sample on the basis of an order:
0

Entering information about dismissal

Dismissal is a rather important process of making labor records, since on the basis of reliably entered information, an admission to the next position in the new organization will be carried out.

In the event of an erroneously entered entry, the work book may be invalidated until the error is corrected. During this time, the director may lose the position of interest to him, and you may become a defendant in litigation.

Especially serious problems can be caused by a situation in if the employer refuses to hire, after dismissal in order of transfer. Then the entry is invalid. Therefore, do not make such entries without good reason.

In order for you to issue a dismissal order by transfer, the director must provide you with confirmation from the new place of work that he is indeed being taken there.

This could be:

• copy of the order;
• certified statement;
• notice of employment.

On the basis of this document and the application submitted to you from the resigning office, you must make an order, and invest both grounds in your personal file and keep it for yourself after the dismissal. In case of unforeseen circumstances, you will be completely insured and will not be held liable for what happened.

If you did everything properly, but an unpleasant incident still occurred, you will have no choice but to correct the record. A person who has not been hired for his planned position can write to you a request to correct the entry in which the reason for dismissal is the director's initiative.

You will have to issue an order that the entry made for the corresponding number must be considered invalid, and new information about the dismissal should be entered at their own request or at the initiative of the employee, with reference to paragraph 3 of Article 77 of the Labor Code of the Russian Federation.

When a director is dismissed of his own free will, he should not have any problems, regardless of the form of ownership of the enterprise from which he is leaving. Labor legislation of the Russian Federation indicates the need for unhindered termination of contracts in this case.

The only condition is to submit an application two weeks before the date of dismissal. If there is a need to consider this issue at a meeting of founders, the meeting must meet the designated two-week deadline.

Who signs the work book upon the dismissal of the general director:

1. The person who signed the order for his appointment.
2. An employee of the personnel department or a person authorized to maintain work books.
3. Chairman of the meeting of founders, based on the decision.
4. If there is no need for a meeting, he himself.

The choice of the most adequate of the listed options lies in the order established at the enterprise (in the organization) and the availability of specialists responsible for personnel records management.

Sample entry in the work book on the dismissal of the general director:

Dismissal of the director record in the work book - sample:

Features of making entries in the director's TC

Conclusion

The appointment and dismissal of a director is based on existing unified instructions and rules, which must of course be followed, and there are quite a few specific aspects to give records in employment legal status.

The director can delegate his powers to dismiss another person or to dismiss yourself - these procedures are not provided for any other position, with the exception of the director. In this case, you need to carefully double-check the correctness of the entries made and enter the information into the personal card and the log book.

Do you need to prepare personnel documents for the manager? The basic rules are governed by the Labor Code of the Russian Federation. Clarifications on the application of the provisions of the Code in practice can be found in the acts of the structures of the executive branch.

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Often questions arise from the director's ambivalent status. For example, in a situation where he, as an employee of the organization, is enrolled in the staff or retired on the basis of his own order.

How is the director's book different from the rest?

The form, as well as the norms for maintaining and storing a document confirming the length of service and the nature of the employee's employment, are fixed by law.

The procedure for making entries is regulated by the Instruction of the Ministry of Labor of Russia:

• first you need to indicate the name of the organization;
• then put down the stamp number and date;
• now you can enter information about the work in essence;
• in the last column it is necessary to indicate the details of the document-basis.

If we are talking about an ordinary employee, then the order of the director usually acts as a base.

But with the manager, not everything is so simple:

• for admission to the position, a general decision of the participants, the sole founder of the LLC, or the council, the meeting of shareholders of the JSC is required;
• after the candidacy is approved, a hiring order is issued, which the newly-made director signs as a manager and as an employee who has become familiar with the document;
• when registering a book, in column 4, you can enter the attributes of the order referred to in the previous paragraph, or the decision on election to office.

According to the Instruction, upon dismissal, all records made by the employer must be endorsed by the person in charge.

If besides the general director (founder) there are no other employees in the organization, then, in accordance with clause 45 of the Rules for maintaining work books, he is obliged to fill out the document on his own and certify the entered data with his signature.

In Art. 81 of the Labor Code of the Russian Federation provides for grounds for terminating relations, suitable only for managers. In this regard, there are special wording that can be included in the book on seniority, owned by the manager.

These include several definitions.

For example, an employment contract may be terminated due to:

• with the adoption of an unreasonable decision that entailed the unlawful use of the organization's property;
• with a single gross violation of their duties;
• the presence through the fault of the director of more than three months of wage arrears;
• with a change in the owner of the company's property.

In this case, it is necessary to indicate not only the basis and reason, but also a link to the corresponding article of the Labor Code of the Russian Federation.

What normative acts should be guided by?

The rules for the design and content of the book are governed by several official documents.

The Labor Code lays the foundation for the mechanism for handling this certificate.

For example, article 66:

• establishes the very concept of a work book;
• determines the Government of the Russian Federation as an authorized executive body, which, in turn, approves the procedure for using the document, the method of making forms and supplying them with them;
• imputes employers, excluding individuals who do not belong to the IE group, to keep work books of their subordinates;
• regulates the nature of the entries;
• allows you to add information about part-time jobs at the discretion of the employee.

The work book is mentioned by several articles of the Code:

• 65, includes it in the package of documents required to conclude a contract;
• 84.1 determines the procedure for extradition in the process of dismissal;
• 62 establishes the rules for providing a duplicate;
• 165, 234, 394 allow you to count on compensation for violations committed by the employer.

In order to regulate the practical issues of handling work books, the official bodies have issued the following decrees:

• 225 of 04.16.2003 of the Government of the Russian Federation on the procedure for maintaining, storing, manufacturing and distributing;
• 69 of 10.10.2003 by the Ministry of Labor on the rules of registration;
• 117N of 22.12.2003 of the Ministry of Finance of the Russian Federation on the methods of providing with forms.

In addition, you should definitely pay attention to the Rostrud Letter dated 09.22.2010 No. 2894-6-1 about the basis for the design of column 4.

You can download these documents here:

We make an entry in the work book of the general director

Any information that is planned to be entered must comply with the norms of the Labor Code of the Russian Federation and be confirmed by an order of the employer or other official documents.

Basic Rules

To fill out the work book, special algorithms have been developed.

It is necessary to take into account the norms listed below:

• only fountain pens, gel pens or ballpoint pens with black, blue or purple paste are used;
• all dates are entered in Arabic numerals, while the day and month always have two characters, and the year - four;
• abbreviation of words is prohibited;
• sequential numbering is established in each section;
• filling is carried out in the state language of the Russian Federation or the republic present in its composition, depending on the territory in which the organization is located;
• strikethroughs are not allowed, incorrect information is invalidated first, then new data is added.

Founding documents

All information that is allowed to be entered in the work book must be reasoned. To do this, in column 4, the details of the official paper are put down.

When it comes to registering a new CEO, several confirmation options are possible:

• if he is a hired employee - this can be a decision of a meeting of members of the company, an order for hiring or taking office;
• the only founder entrusts himself with the powers of the director by his own decision, on the basis of which an administrative document should be prepared.

Depending on the situation, the attributes are entered in the fourth column of the work book:

• identity card, certificate, diploma, paper confirming qualifications in a particular field (filling out the section about the employee);
• staffing table for entering the name of the position or specialty;
• a qualification reference book, if federal legislation in relation to specific professions establishes any benefits or restrictions;
• the order of the head to add data on the change of the name of the organization;
• an award document to enter information about the promotion.

By whom is it entered?

In the general mode, the work book is filled in by a specialist appointed by the order of the director and acting in accordance with the rules for maintaining and storing, established by the regulatory acts of the Russian Federation.

There are situations when there is no staff member on the staff. Then the founders determine the procedure for filling out the certificate of experience and the nature of the employment of the head of the company at their discretion.

If this did not happen, then in the process of dismissing the director, a member of the company, empowered to sign an employment agreement, adds the necessary entry to the book and verifies it with his own hand.

Step by step instructions, samples and examples

To hire a manager, they adhere to the following algorithm:

• require the necessary documents (passport, certificate of work experience, SNILS, application, diploma of education);
• draw up a contract;
• prepare personnel papers (personal card, order, personal account, tax register, insurance premiums accounting form);
• fill out a work book.

Job Record (Appointment)

The mark is placed on the basis of an order for admission to the state or a decision on election.

The sequence of filling out the "Job Information" section includes several steps:

• in column 3 they write the full and abbreviated name of the company (you can put a stamp), the structural unit is indicated only if it corresponds to the contract;
• go to the next line;
• in column 1 put down the serial number of the mark;
• in the second, the date of the start of work is entered;
• in the third add the title of the position;
• the fourth is intended for the details of the foundation document.

A sample entry in the CEO's workbook looks like this:

Termination of an employment contract

The dismissal mark in the manager's book has its own characteristics:

• the third column should indicate the reason formulated in accordance with the order, and a link to a specific part of the Labor Code of the Russian Federation;
• in the fourth, the details of the order or other document containing the decision of the owners are indicated.

An example of filling in column 3:

Dismissal by transfer

You can terminate the relationship with the director in this way due to the circumstances listed below:

• there is a written consent of the old employer, the inviting party and the employee himself;
• the manager decided to quit and submitted a corresponding statement.

In this case, when filling out the work book, you need to reflect which of the parties initiated the procedure.

Of your own free will

According to Art. 280 of the Code, the general director has the right to prematurely terminate the relationship with the employer, which is the owner of the company's property or his representative, notifying of the intention a month in advance.

In the work book, you need to make an entry on a new line and add in column 3 that the contract was terminated on the initiative of the employee on the basis of clause 3 of part 1 of Art. 77 of the Labor Code of the Russian Federation.

If you worked part-time

According to the rules for storing work books, the document is located at the main place of employment. Information on additional regular work is entered at the will of the employee. He has the right to demand certified duplicates of all necessary papers and submit them for making the appropriate entries.

In this case, two marks are sequentially entered into the third column:

• on hiring part-time with the indication of the name of the company and position;
• on termination of the contract with the reason and the relevant section of the Code.

The reason for the dismissal of a part-time employee depends on the type of agreement:

• if it is indefinite, then the basis may be the hiring of an employee for whom it will be considered basic;
• termination of a contract with a limited period of validity is possible only according to the general rules provided for by the Labor Code of the Russian Federation.

Example:

When combining positions

The manager can carry out additional activities in the same organization.

The record of combining positions in the work book is not entered.

Who is signing?

Upon dismissal of an employee, including the head of the company, all data added to the certificate confirming the length of service and the procedure for work are certified by the signature of the person responsible for the preparation of personnel documents.

If the organization does not have such a specialist, the director performs his functions.

When there are no other employees in the company besides the manager, the question arises of who will endorse his book.

Since, according to the Instruction, this obligation is assigned to the employer, it remains to determine it in relation to the current situation. For example, under an employment contract, a legal entity - an organization and an individual - its director entered into legal relations.

Then, depending on the form of ownership and the composition of the participants in the structure, different subjects sign the book.

A visa can be delivered to an LLC by:

• chairman of meeting;
• authorized participant of the company;
• head of the board of directors.

If it is necessary to resign the sole owner of a company in which there are no other employees, then he himself makes the appropriate mark in the book and certifies with his signature.

Important nuances

Two years ago, LLC and JSC were allowed not to use the round stamp. Moreover, the obligation to put an imprint can only be imposed by federal regulations.

However, Rostrud, in his letter No. 1168-6-1 dated 05/15/2015, requires a stamp without fail.

This position can be called controversial, but there are at least two reasons to obey the instructions of the department:

• a fine of up to 50 thousand rubles;
• problems when applying to the Pension Fund for registration of a pension.

Thus, when making an entry in the work book of the general director, you need to take into account several features:

• in different cases, the mark can be added by an authorized employee, the manager himself or his employer;
• some wording is not suitable for the personnel documents of ordinary employees;
• as an administrative paper, the details of which are indicated in column 4, an order for employment, assuming office or a decision of the company's participants can be used.

The procedure for dismissing the general director of an enterprise has its own characteristics, and the list of reasons why he can be fired has been expanded with additional items due to the specifics of this position. Who can sign the work book of the head of the enterprise upon his dismissal depends on what powers the founders gave him and what powers he himself delegated to the staff of the personnel department.

From the article you will learn:

• are there any peculiarities of keeping work books for such a category as heads of organizations;
• what reason for dismissal can be indicated in the work book of the general director;
• who can sign an entry in the work book made upon the dismissal of the head of the enterprise.

For what reason the CEO can be fired

In accordance with the current labor legislation, the employer is responsible for making entries in the employee's work book during the entire period of his employment at this enterprise. As a rule, the CEO by his order appoints person responsible for keeping work books ... Their registration is carried out in accordance with the Rules for maintaining and storing work books, manufacturing work book forms and providing employers with them, approved by the Government of the Russian Federation dated 04.16.2003 No. 225 (hereinafter referred to as the Rules). This document does not provide for a special procedure for maintaining work books for such a category of workers as enterprise managers. That is, the general rules for making entries apply to the CEO of the organization, including in the event of dismissal.

However, it should be borne in mind that when filling out column 3 of the work book, you will need to indicate the reason and give a link to the article of the law that apply specifically to the heads of enterprises. Among the most popular reasons for the dismissal of business leaders are the following.

2. In case change of ownership, i.e. transfer of ownership of the property of the enterprise to third parties. It should be borne in mind that a change in ownership is not a change in the participants or shareholders of a company, as well as a reorganization, as a result of which a new organization joins or separates into the company. But the reorganization carried out in the form of a merger, transformation or division falls under this definition. In the event of a change of ownership, the dismissal of the head of the company is carried out on the basis of clause 4 of part 1 of article 81 of the Labor Code of the Russian Federation, clause 6 of article 77 of the Labor Code of the Russian Federation or article 75 of the Labor Code of the Russian Federation. A sample of an entry in a work book made in the event of the dismissal of the head of an organization in connection with a change in the owner of its property is presented below.

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3. The General Director may be dismissed even if he was an unreasonable decision was made, as a result of which the company suffered large financial or reputational losses, the safety of its property was violated, etc. Such a dismissal will be recognized as legitimate only if it is possible to obtain irrefutable proof of the guilt of the head of the enterprise. The basis for dismissal in this case is clause 9 of part 1 of article 81 of the Labor Code of the Russian Federation. A sample of entry in the work book when the dismissal of the manager occurs in connection with the adoption of an unreasonable decision is presented below.

You can download the form or the completed sample

4. One-time gross violation by the general director of his labor duties is also a reason for his dismissal, in this case under paragraph 10 of part 1 of article 81 of the Labor Code of the Russian Federation. It should be borne in mind that if in the case of an ordinary employee there is a list of such misconduct, then for the heads of organizations there is no such list and the failure to perform the functions specified in the employment contract and actions that could harm the health of employees or cause damage to property can be regarded as a gross violation. the interests of the enterprise. A sample of registration of a record of the dismissal of the head of the organization in connection with a single gross violation of labor duties is presented below.

You can download the form or the completed sample

5. Bankruptcy of an enterprise is also a reason for the dismissal of its head under paragraph 1 of Article 278 of the Labor Code of the Russian Federation. In this case, the date of dismissal will be the day when external management was introduced at the enterprise. A sample registration of a record of the dismissal of the head of an organization in connection with his removal from office in accordance with the legislation on insolvency (bankruptcy) is presented below.

You can download the form or the completed sample

In the event that the CEO resigns on their own initiative, in column 3 it is necessary to provide a link to article 80 of the Labor Code of the Russian Federation, and if the dismissal occurs by agreement of the parties - to article 78 of the Labor Code of the Russian Federation. In some cases, the reason for the dismissal of the manager may be stipulated by the employment contract. In this case, in column 3 there should be a reference to the corresponding paragraph of this document. An example of registration of a record of the dismissal of the general director of an enterprise on the basis provided for by the employment contract is presented below.

You can download the form or the completed sample

Who signs the work book of the CEO when he is fired

This issue is resolved depending on the procedure for maintaining his work book established for the general director. In some cases, the collegial body, when deciding on the appointment of the general director, stipulates in the employment contract or in the decision the procedure for maintaining the work book of this official. Such regulations may be established by a decision on the termination of the powers of the General Director. If the meeting of owners made a decision that the employment contract with the manager is signed by one of the founders, the entry in the employment record book upon dismissal can also be signed by the authorized founder.

In the event that there is no special procedure for making entries in the work book of the general director, an employee authorized by the order to maintain work books can make a note of dismissal and sign it on behalf of the employer.

In accordance with Article 20 of the Labor Code of the Russian Federation, Part 2 of Article 69 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies" and Part 3 of Article 40 of the Federal Law of February 8, 1998, No. 14-FZ "On Companies with limited liability ”, the general directors of commercial enterprises perform the functions of the sole executive body and have the right to act on behalf of the organizations headed by them without a power of attorney. Thus, the general director is empowered to conclude transactions on behalf of the enterprise, to issue orders, including those on personnel. Therefore, if the head of the enterprise has not appointed a person responsible for keeping work books in the organization, he himself has the right to certify the dismissal record in his work book, since until the end of the working day on which he leaves, the director can still act on behalf of the employer and has the authority to sign organization documents.

Attached files

• Labor book (fragment). Registration of the dismissal of the head of the organization on the basis that is provided for by the employment contract (form) .doc
• Labor book (fragment). Registration of the dismissal of the head of the organization in connection with the adoption by the owner of the property of this organization of the decision to terminate the employment contract (form) .doc

Available to subscribers only

• Labor book (fragment). Registration of the dismissal of the head of the organization on the basis that is provided for by the employment contract (sample) .doc
• Labor book (fragment). Registration of the dismissal of the head of the organization in connection with the adoption by the owner of the property of this organization of the decision to terminate the employment contract (sample) .doc

Upon dismissal of the General Director of LLC under Art. 280 of the Labor Code of the Russian Federation (early termination of the employment contract on the initiative of the head of the organization) who is authorized to sign the order of dismissal (the resigning General Director himself or the representative of the property owner)? Also, when hiring (appointing to a position) a new Gen. dira who is authorized to sign a job order?

Answer

Both the hiring order and the dismissal order can be signed by the CEO himself.

The rationale for this position is given below in the materials of Sistema Kadry and in the materials of Sistema Yurist .

« Documenting the dismissal

What documents need to be drawn up upon dismissal of the general director

To terminate labor relations with the general director (regardless of the reason), a decision of the owner of the organization's property or the relevant authorized body is required. In joint stock companies, this is usually the general meeting of shareholders or the board of directors (supervisory board) (). In limited liability companies - the general meeting of participants (). Issue the decision to terminate the employment contract with the general director in a protocol. If there is only one shareholder (participant) in the company, then formalize the dismissal of the general director by the decision of the sole shareholder (participant).

Based on the decision, issue an order on the dismissal of the CEO according to a unified, approved, or independently developed form.

In the work book of the general director, make a note of the dismissal with reference to the decision of the owners (details of the minutes of the general meeting or the decision of the sole founder), on the basis of which the general director is dismissed (instructions approved, instructions approved). The entry can be made by an employee responsible for maintaining work books in the organization, or by a person specially authorized by the body that made the decision to dismiss the manager. In the latter case, this person must be indicated in the decision taken (for example, the protocol). Under the notice of dismissal, the person in charge indicates his position, signs with a transcript and certifies the record with the seal of the organization. Then he introduces the manager's dismissal record, and he also puts his signature in the work book.

« Admission order

How to write a CEO hiring order

Issue the order on the hiring of the general director according to a unified () or independently developed form. The first order of the CEO should be the order to take office. Usually there is the wording: "In pursuance of the decision of the shareholders (participants), I begin to perform my duties from such and such a date."

Who should sign orders for the head of the organization to take office, send on vacation, business trip, etc.

Orders for the head of the organization to take office, send him on a business trip, on vacation, etc., may be signed by the head himself. Labor legislation does not establish any prohibitions or special procedure for such cases. The validity of this approach is confirmed by *.

Do I need to familiarize the CEO with the organization's local regulations when applying for a job?

Yes need.

Despite the special status, when hiring the head of an organization, it is necessary to comply with the requirements of the law, which apply to all employees, regardless of their position.

Therefore, before signing the employment contract, the General Director must be familiarized with the Labor Regulations and other local regulations directly related to his work activities.

The general director is the sole executive body of the company and is elected (appointed) to the position by the general meeting of participants (shareholders) of the organization (the only participant, the board of directors (supervisory board)) for a specified period (, Law of February 8, 1998 No. 14-FZ, p. ., Art. 69 of the Law of December 26, 1995 No. 208-FZ).

The agreement between the organization and the general director is signed on behalf of the company by the chairman of the general meeting of participants (shareholders) (the only participant, the chairman of the board of directors (supervisory board) or another authorized person of the organization (,).

Moreover, if an employment contract is concluded with the general director, his hiring must be formalized by an order (decree) (). Therefore, the CEO issues an order to take office.

Thus, for such an employee of the organization, as the general director, as the basis for hiring in the work book, you can specify both the details of the order to take office and the details of the minutes of the general meeting of participants (shareholders) of the organization (decisions of the sole participant, minutes of the council directors (supervisory board)) on the election (appointment) of the general director.

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The head of the organization is an employee of the organization who, in accordance with the employment contract concluded with him, performs a special labor function (part 1 of article 15, part 2 of article 57 of the Labor Code of the Russian Federation).

This labor function consists in managing the organization (including performing the function of its sole executive body - Article 273 of the Labor Code of the Russian Federation) to perform actions on behalf of the organization to implement its rights and obligations arising from civil, labor, tax and other legal relations (to act without power of attorney):

• in the sphere of the owner's powers to own, use and dispose of the property of the organization;
• in the field of the rights of the rightholder of exclusive rights to the results of intellectual activity and the means of individualization equated to them;
• in the field of the rights and obligations of the employer in labor relations with other employees of the organization, etc. (part 1 of article 273 of the Labor Code of the Russian Federation).

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Employees who manage certain areas of the organization (for example, the artistic director of a theater, the scientific director of a scientific organization) or individual structural divisions of the organization, without assigning them the functions of the sole executive body of the organization, do not perform the labor function of the head of the organization (paragraph 2 of the Resolution of the Plenum of the RF Armed Forces of June 2 2015 No. 21).

Appointment and reception

The general director of the company is elected by the general meeting of its founders (members). In some cases, if the issue of appointment or dismissal of the head (sole executive body) falls within the competence of the board of directors, the board of directors. The owners can appoint a person to this position both from among themselves and from outside. The employer in relation to the employee - the general director is an organization represented by one of its participants (founders), an employment contract (contract) is drawn up. It includes all the mandatory and additional conditions stipulated by the Labor Code (including wages - the size of the wage rate or salary of the employee, additional payments, allowances and incentive payments), taking into account the peculiarities of the work of managers provided for in Chapter 43 of the Labor Code.

First, the appropriate decision (minutes) of the general meeting of participants or the board of directors is drawn up. Then an employment contract is signed with the manager.

In an LLC, an employment contract with a manager can be signed by:

• the person presiding at the general meeting of members of the company, at which the head was elected;
• a member of the company authorized by the decision of such a meeting;
• chairman of the board of directors (supervisory board);
• a person authorized by the decision of the board of directors (supervisory board) of the company (clause 1 of article 40 of the Law of February 8, 1998, No. 14-FZ).

On behalf of the JSC, the labor contract is signed by the chairman of the board of directors (supervisory board) or a person authorized by this council (clause 3 of article 69 of the Law of December 26, 1995 No. 208-FZ), as well as the sole shareholder or other person authorized by him.

As a rule, an employment contract with a manager is concluded for an urgent period. Its validity period is determined by the constituent documents of the organization or by agreement of the parties (part 1 of article 275 of the Labor Code of the Russian Federation).

Based on the decision of the authorized body and the labor contract, the head (or another authorized person from among the participants, the board of directors) issues an order to take office (or take up the duties of a head).

A record of the appointment is made in the manager's work book. In column 4, reference is made to the decision of the general meeting or to the order to take office (letter of Rostrud dated September 22, 2010 No. 2894-6-1). A personal card is also drawn up for the elected leader.

Renewal of powers

A fixed-term employment contract is concluded with the general director. The term of the employment contract is determined by the constituent documents of the organization or by agreement of the parties (Article 275 of the Labor Code of the Russian Federation). Before the conclusion of an employment contract with the head of the organization, the procedure for election to the position may be carried out. For example, the general director of an LLC is elected by the general meeting of the company's participants or by the board of directors (subparagraph 4 of paragraph 2 of article 33 of the Law of February 8, 1998 No. 14-FZ “On limited liability companies).

The decision of the general meeting of participants or the board of directors of the company on the election of the general director, drawn up in the minutes, is the basis for concluding an employment contract with him. Therefore, in the same minutes of the general meeting of participants or the board of directors, it is necessary to reflect the fact of the termination of the powers of the general director in connection with the expiration of the term of the employment contract and the decision to elect him for a new term.

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When the general director is elected for the next term, a new fixed-term employment contract is concluded with him. In this case, it is necessary to make a record of dismissal and a record of employment in the employee's work book (letter from Rostrud dated December 8, 2008 No. 27426-1).

Expiration date

A fixed-term employment contract with the manager is terminated upon the expiration of its validity period (part 1 of article 79 of the Labor Code of the Russian Federation). The employee must be notified about this in writing at least three calendar days before dismissal. If the owner intends to extend the employment relationship with the manager, he will be notified of the termination of the employment contract and a proposal to conclude a new employment contract.

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A fixed-term employment contract with a manager by concluding an additional extension agreement is not allowed.

At the end of the term of the fixed-term employment contract with the manager, the entry "Fired due to the expiration of the employment contract, clause 2 of part 1 of article 77 of the Labor Code of the Russian Federation" is made in his work book.

Dismissal of your own free will

However, the head has the right to resign at his own request, notifying the participants about this no later than a month in advance (Article 280 of the Labor Code of the Russian Federation). For notification of shareholders, a deadline is set no later than 70 days (clause 1 of article 52, clause 2, 8 of article 53 of Law No. 208-FZ). In some cases, if the issue of appointment or dismissal of the head (sole executive body) falls within the competence of the board of directors, the board of directors is notified.

Please note: in some cases, there are shorter periods of notice of dismissal (the employment contract must be terminated on the day indicated by the employee in the application):

• due to the inability to continue working due to enrollment in an educational institution;
• in connection with retirement or other similar circumstances (Article 80 of the Labor Code of the Russian Federation).

The general meeting does not make a decision on the dismissal of the head of his own free will, but the agenda of the extraordinary general meeting, which will appoint a new head, includes the issue of this appointment and the reason - the dismissal of the previous head. In this case, the resigning manager must notify the owners of an extraordinary meeting with this agenda no later than 30 days before the date of the meeting.

The notice of the convocation of the general meeting is considered at the same time the notice of the dismissal of the head. And the general meeting will be considered notified of the dismissal of the head of his own free will on the day on which the meeting is scheduled.

Thus, the established monthly period for notifying the general meeting of the dismissal of the head begins to flow from the day on which the meeting is scheduled (Articles 20, 39, 80, 280 of the Labor Code of the Russian Federation).

The day of dismissal of the head (the last day of his work) can be:

• the date specified in the letter of dismissal, with which the participants agreed;
• the date on which one month expires, allotted to the head to warn the employer about his dismissal (Articles 14, 280 of the Labor Code of the Russian Federation). If the monthly period expires on a day off, then the last day of its work will be the first working day after this day off (Article 14 of the Labor Code of the Russian Federation).

If the owners notified of the extraordinary meeting did not hold a meeting and did not elect a new head, the current head still has the right to resign (Article 280 of the Labor Code of the Russian Federation).

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When a manager is dismissed on his own initiative, a standard entry is made in his work book "Fired at his own request, paragraph 3 of part 1 of article 77 of the Labor Code of the Russian Federation."

Dismissal by agreement of the parties

A fixed-term employment contract with a manager may be terminated by agreement of the parties (Article 78 of the Labor Code of the Russian Federation). Upon dismissal on this basis, agreements on termination of employment contracts cannot contain conditions for the payment of severance pay to the manager, compensation and (or) the appointment of any other payments to the employee in any form.

Special cases of dismissal

The law also provided for special cases of dismissal of the head (Article 81 of the Labor Code of the Russian Federation):

• the owner of the company has changed;
• the manager made an unreasonable decision, as a result of which the company suffered damage;
• the leader once grossly violated his labor duties.

· When a manager is dismissed on the initiative of the owner of the company or the board of directors, the entry in the work book must contain a reference to a specific paragraph of Article 81 of the Labor Code.

Change of ownership of a company means the transfer of ownership of the property of the company as a whole from one person to another. For example, when buying and selling, privatization, etc.

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But a change in the composition of participants (shareholders) is not considered a change in ownership (clause 32 of the Resolution of the Plenum of the Supreme Court of the Russian Federation of March 17, 2004 No. 2 "On the Application of the Labor Code by the Courts of the Russian Federation").

When the manager is dismissed when the owner of the organization's property changes, the new owner is obliged to pay the manager compensation in the amount of at least three average monthly earnings (Article 181 of the Labor Code of the Russian Federation).

To dismiss a manager for an unreasonable decision, it is necessary to prove that his actions led to damage to the company. This can be done in the course of an audit, the procedure for which is usually established by the charter of the firm.

The audit is carried out by a special commission, the decision on the creation of which is made by the founders of the company at a general meeting. If the firm, in addition to the director, is managed by the board of directors, its members can also be included in the commission.

The purpose of the commission's activities is to find out whether damage could have been avoided if the head had made a different decision (paragraph 48 of the Resolution of the Plenum of the Supreme Court of the Russian Federation of March 17, 2004 No. 2).

The Labor Code does not say which violations of the labor discipline of a manager can be considered gross.

One of such violations may be the failure to fulfill the duties of the manager, which could lead to harm to the health of employees or damage to the property of the company. For example, when the manager refused to install an automatic fire extinguishing system, and as a result of the fire, an employee was injured, and part of the company's property was destroyed by fire.

The head of the organization (including the former) bears full financial responsibility for direct actual damage caused to the organization (part 1 of article 277 of the Labor Code of the Russian Federation). Direct actual damage is understood as a real decrease in the employer's cash assets or deterioration of the specified property (including the property of third parties held by the employer, if the employer is responsible for the safety of this property), as well as the need for the employer to make expenses or excessive payments for the acquisition, restoration of property or for compensation for damage caused by the employee to third parties (part 2 of article 238 of the Labor Code of the Russian Federation). In this case, it is allowed to involve the head of the organization on the basis of chapters 37 and 39 of the Labor Code (clause 5 of the Resolution of the Plenum of the RF Armed Forces of June 2, 2015 No. 21, hereinafter - Resolution No. 21).

The head of the organization (including the former) reimburses the organization for losses caused by his guilty actions only in cases provided for by federal laws (part 2 of article 277 of the Labor Code of the Russian Federation). For example, the manager is liable to the company or shareholders for losses caused by their guilty actions (inaction) that violate the procedure for acquiring shares in an open company (Article 71 of Law No. 208-FZ). Calculation of losses is carried out in accordance with Article 15 of the Civil Code, according to which losses mean real damage, as well as lost income (lost profits) (clause 6 of Resolution No. 21).

Additional grounds for dismissal of the head

Additional grounds for the dismissal of a manager are listed in article 278 of the Labor Code. Here they are:

• bankruptcy of the company with the removal of the head from office (clause 1 of article 278 of the Labor Code of the Russian Federation);
• the decision of the constituent assembly or the board of directors of the company on the early termination of the powers of the head of the position (clause 2 of article 278 of the Labor Code of the Russian Federation).

As indicated in paragraph 9 of Resolution No. 21, termination of an employment contract (both fixed-term and unlimited) with the head of the organization on the basis established by paragraph 2 of Article 278 of the Labor Code is allowed without explaining the reasons for the decision to dismiss.

However, dismissal on this basis is not a measure of legal responsibility and is not allowed without the payment of monetary compensation to him. If there is a violation, this fact is not a sufficient basis for reinstatement at work, but the court has the right to recover from the employer unpaid compensation, interest for violation of the payment deadline and compensation for moral damage (paragraph 10 of Resolution No. 21).

The amount of compensation upon termination of an employment contract under paragraph 2 of Article 278 of the Labor Code is determined by the employment contract, and in the event of a dispute, by the court. At the same time, when deciding on the amount of compensation, the courts are ordered to take into account the factual circumstances of the case, for example, the length of the period of work of the dismissed person in the position of the head of the organization, the time remaining until the expiration of the employment contract, the transformation of a fixed-term employment contract into an employment contract concluded for an indefinite period. , the amount (wages) that the dismissed could receive while continuing to work as the head of the organization, additional costs that he may incur as a result of the termination of the employment contract (clause 12 of Resolution No. 21).

Only an arbitration court can remove a manager from managing a firm because of its bankruptcy. This is possible if the general meeting of creditors submits a petition to the court for the introduction of external management of the bankrupt company (Articles 93 and 94 of the Federal Law of October 26, 2002 No. 127-FZ "On Insolvency (Bankruptcy)").

The fact of the decision made by the court does not mean that the manager can be immediately dismissed. Another 10 days must elapse from the moment the decision is announced. After that, the decision to dismiss the manager can only be made by the external manager.

Arbitration courts also consider disputes about increasing wages, paying bonuses or making other payments in accordance with the labor legislation of the Russian Federation and challenging such payments themselves when a manager is dismissed due to the bankruptcy of an organization (clause 3 of Resolution No. 21).

When the reason for dismissal is dismissal due to bankruptcy of the company, they write in the work book: “Dismissed due to dismissal in accordance with the legislation on insolvency (bankruptcy), paragraph 1 of Article 278 of the Labor Code”.

The dismissal of the head is formalized by the decision of the general meeting of shareholders (for JSCs), participants (for LLCs) or the board of directors.

Removing the head from office ahead of schedule, the company is obliged to pay him monetary compensation (Article 279 of the Labor Code of the Russian Federation). True, this is possible only when the manager is not guilty of his early dismissal. Moreover, neither labor nor collective agreement, nor any agreement or local normative act or decision of authorized bodies or owners can provide for payments to employees in cases of their dismissal on grounds related to disciplinary sanctions or termination of employment contracts in connection with the commission of employees of guilty actions (Article 181.1 of the Labor Code of the Russian Federation).