ON THE. Matsepuro, lawyer

How can the director of an LLC resign? at will

A manager is an employee with a special status. So, in an LLC he is appointed to a position and dismissed from it by a general meeting of participants (sometimes by the board of directors, but we will not talk about such a situation) subp. 4 p. 2 art. 33, paragraph 1, art. 40 of the Law of 02/08/98 No. 14-FZ (hereinafter referred to as Law No. 14-FZ). Because of this, the procedure for dismissing a manager raises a lot of questions for many. Especially in the case when he wants to quit, and the participants in response remain silent and inactive. So let’s find out what is the procedure for the early dismissal of the director of an LLC at his own request, including in the case when the participants do not appoint a replacement for him.

Notification of participants about dismissal and convening of a general meeting

The manager has the right to resign by notifying the employer in writing no later than 1 month in advance Art. 280 Labor Code of the Russian Federation. Moreover, such a notice period is valid upon termination of both fixed-term employment contracts (regardless of their duration) and open-ended ones. Art. 280 Labor Code of the Russian Federation; Letter of Rostrud dated 03/06/2013 No. PG/1063-6-1. Rostrud thinks the same.

FROM AUTHENTIC SOURCES

Deputy Head Federal service on labor and employment

“Article 280 of the Labor Code of the Russian Federation provides for the procedure for terminating an employment contract at the initiative of the head of the organization, regardless of the type of employment contract - fixed-term or unlimited.”

The employer for all employees, including the manager, is the LLC. Let us remember that it operates through its governing bodies. Therefore, the manager must notify the highest management body of the LLC about his dismissal. Articles 20, , , 280 of the Labor Code of the Russian Federation; clause 1 art. 53 Civil Code of the Russian Federation; clause 4 art. 32 of Law No. 14-FZ:

• <или> general meeting participants;
• <или>the only participant.

In general, participants do not need to make a decision to fire a manager if he wants to resign himself. But they are obliged to elect a new candidate for the sole executive body of the LLC. And the resigning director must convene their extraordinary general meeting to resolve this issue. pp. 1, 2 tbsp. 35 of Law No. 14-FZ.

Participants must be notified of the general meeting no later than 30 days before the date of the meeting clause 1 art. 36 of Law No. 14-FZ. Please note that each participant must have already received notice by this time. Therefore, if it is sent by mail, then the date of the meeting should be set taking into account the “mileage” of the letter.

Since the notice of convening a general meeting must indicate the issues on the agenda, this document will also serve as a notice of dismissal.

You can format it like this.

Member of Techservice LLC
I.N. Agafonov

Notification of an extraordinary general meeting of participants of Techservice LLC

Dear Ilya Nikolaevich!

Based on the powers granted to me by clause 5.6 of the Charter of Techservice LLC, clause 2 of Art. 35 and paragraphs. 1, 2 tbsp. 36 of the Federal Law of 02/08/98 No. 14-FZ “On Limited Liability Companies”, I inform you about the convening of an extraordinary general meeting of participants of Techservice LLC with the agenda of electing a new general director in connection with the early dismissal of the current general director at his own request. Statement by A.S. Petrov’s notice of dismissal is attached (entry No. 227 dated July 21, 2014).

The meeting will take place on September 1, 2014 at 10:00 am at the location of the company: 111401, Moscow, st. 1st Vladimirskaya, 31, building 2, office 106.

When an LLC consists of one participant, then from the day he receives the specified notice, he is considered notified of both the dismissal of the manager and the need to make a decision on the appointment of a new candidate to this position. Resolution 17 AAS dated July 24, 2014 No. 17AP-6075/2014-GK.

Since it is the general meeting that needs to be formally notified of this, and not the participants, then it will be considered notified on the day on which its meeting is scheduled (regardless of whether the meeting is held by the participants or not). Therefore, before resigning, the manager must work after the date of the general meeting for 1 month (in the absence of other agreements with the general meeting). That is, in total, at least 2 months from the date the participants received notice of the convening of an extraordinary general meeting.

The courts are liberal in this matter. In their opinion, the LLC is considered notified of dismissal from the date of receipt of the corresponding notification by the last participant in Appeal ruling of the Belgorod Regional Court dated June 26, 2012 No. 33-1744.

Let us remind you that the notification can be given to participants personally against signature. Or you can send by telegram or registered mail with acknowledgment of delivery:

• participant organizations - at their location address indicated in the Unified State Register of Legal Entities;
• for citizen participants - at the address of their place of residence, which the LLC has.

The legal address of participating organizations can be found using the electronic service for verifying counterparties: Federal Tax Service website→ Electronic services → Business risks: check yourself and your counterparty

The LLC must have information about the addresses of citizen participants, because it is obliged to maintain a list of participants in pp. 1-3 tbsp. 31.1 of Law No. 14-FZ. Moreover, if the address is already out of date, and the participant has not informed the LLC about this, then notifying him at the existing address will be considered appropriate. Since all the risks associated with the participant’s failure to communicate current information about himself to the public are borne by the participant pp. 1, 3 tbsp. 31.1 of Law No. 14-FZ; Appeal ruling of the Omsk Regional Court dated November 21, 2012 No. 33-7337/2012.

If for some reason the list of participants was not kept, then you can look for their addresses in other LLC documentation. Such data can be found, for example, in 2-NDFL certificates (if any were submitted to the Federal Tax Service), in memorandum of association, sometimes in the charter.

It will not be possible to obtain this information from the Federal Tax Service, since the addresses of individual participants are protected personal data and tax secrets. pp. 1, 2 tbsp. 102 of the Tax Code of the Russian Federation; clause "d" part 1 art. 5, part 1 art. 6 of the Law of 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ). The extract from the Unified State Register of Legal Entities provides only f. And. O. participants. And the only thing you can get from the Federal Tax Service is a response about the compliance of the data you provided about the addresses of participants with the data contained in the Unified State Register of Legal Entities Part 2 Art. 6 of Law No. 129-FZ; clause 11 of the Procedure, approved. By Order of the Ministry of Finance dated November 23, 2011 No. 158n.

Date of dismissal of the manager

At the general meeting, the participants must decide to elect a new sole executive body and determine on what day he should begin to exercise his powers, taking into account the date of dismissal of the current manager.

Accordingly, the day of dismissal of the manager, and therefore the last day of his work, may be:

• <или> the date indicated by the manager in the resignation letter, with which the participants agreed;
• <или> date on which 1 month expires, allocated to the manager to warn the employer about his dismissal and Articles 14, 280 of the Labor Code of the Russian Federation. This date will be considered the day of dismissal, in particular if the manager did not indicate the date of termination of the employment contract in the notice of dismissal. Counting down month period from the day following the day of notification of the employer about dismissal and Articles 20, , , 280 of the Labor Code of the Russian Federation;. And if the monthly period expires on a day off, then the last day of work of the manager will be considered the first working day after this day off Art. 14 Labor Code of the Russian Federation.

Please remember that in some cases shortened notice periods for dismissal apply. For example, upon dismissal due to the inability to continue working due to enrollment in an educational institution, retirement or other similar circumstances employment contract with the employee is terminated on the day specified by him Art. 80 Labor Code of the Russian Federation. The fact that these provisions also apply to managers was confirmed to us by Rostrud.

FROM AUTHENTIC SOURCES

“According to Article 280 of the Labor Code of the Russian Federation, the head of an organization has the right to terminate an employment contract early by notifying the employer (the owner of the organization’s property, his representative) about this writing no later than 1 month. At the same time, according to Art. 80 of the Labor Code of the Russian Federation, in cases where an employee’s application for resignation at his own request is due to the impossibility of continuing his work, the employer is obliged to terminate the employment contract within the period specified in the employee’s application. Since Ch. 43 of the Labor Code of the Russian Federation does not provide for specifics regarding the specification of the terms for the dismissal of managers due to the impossibility of continuing work, it seems that the provisions of Art. 80 of the Labor Code of the Russian Federation in this part also applies to heads of organizations.”

Rostrud

• <или> another date according to the agreement reached between the manager and the participants (it should be drawn up in writing, and it will be signed by the participant authorized for this meeting on the part of the general meeting) Articles 80, 84.1 of the Labor Code of the Russian Federation.

If the participants at the general meeting decide to dismiss the manager without his consent earlier than indicated in his application, despite the fact that there were no guilty actions on his part, then the basis for dismissal will no longer be the manager’s own desire, but the decision of the general meeting. clause 2 art. 278 Labor Code of the Russian Federation; Appeal ruling of the Vladimir Regional Court dated August 13, 2013 No. 33-2553/2013; Determination of the Leningrad Regional Court dated October 12, 2011 No. 33-5012/2011. And in this case, let us remind you that the manager is entitled to compensation upon dismissal and Art. 279 Labor Code of the Russian Federation.

Pre-dismissal efforts

The manager bears full financial responsibility for direct actual damage caused to the company by himself, and for losses caused to the company by his actions, in cases provided for by law. Art. 277 Labor Code of the Russian Federation; clause 2 art. 44 of Law No. 14-FZ.

Therefore, the resigning manager should, in particular:

• report on accountable amounts, if any, are registered with him, keep copies of all advance reports and documents attached to them and hand over all surpluses to the cashier;
• notify the certification center and the bank of his dismissal to prevent cases of misuse of his verification key certificate electronic signature on documents for counterparties and on payments in the Bank-Client system after he leaves the company;
• on the last day of work, hand over to the new manager the keys, seals and documentation of the LLC according to the acceptance certificate.

Self-dismissal procedure

The procedure for dismissing a manager is no different from the procedure for dismissing any other employee. Articles 16, 84.1, Ch. 43 Labor Code of the Russian Federation. The only peculiarity is that the manager himself can sign all the documents related to his dismissal - an order, as well as a work book, if the LLC does not have another employee responsible for maintaining work records. pp. 35, 45 of the Rules, approved. Government Decree No. 225 dated April 16, 2003.

In this case, the wording of the dismissal entry in column 3 of the “Information about work” section of the work book will be the same as for the dismissal of other employees at their own request: “Dismissed at their own request, paragraph 3 of part 1 of Article 77 Labor Code Russian Federation" pp. 13-15 of the Rules, approved. Government Decree No. 225 dated April 16, 2003; pp. 5.1, 5.2 Instructions, approved. Resolution of the Ministry of Labor dated October 10, 2003 No. 69. That is, refer to Art. 280 of the Labor Code of the Russian Federation (“Early termination of an employment contract on the initiative of the head of the organization”) instead of Art. 77 of the Labor Code of the Russian Federation, as sometimes happens in practice Appeal ruling of the Kemerovo Regional Court dated March 14, 2012 No. 33-2803, no need. This was confirmed to us by Rostrud.

FROM AUTHENTIC SOURCES

“According to the Rules of Conduct work records upon termination of an employment contract on the grounds provided for in Art. 77 of the Labor Code of the Russian Federation (except for cases of termination of an employment contract at the initiative of the employer and due to circumstances beyond the control of the parties), a record of dismissal is made in the work book with reference to the corresponding paragraph of part one of this article. Therefore, when the head of the organization submits a resignation letter to the employer at his own request, the dismissal order and work book should indicate clause 3, part 1, art. 77 Labor Code of the Russian Federation.”

Rostrud

Making changes to the Unified State Register of Legal Entities

The new manager, within 3 working days from the date of appointment to the position, must submit to the Federal Tax Service an application for amendments to the Unified State Register of Legal Entities in connection with the change of the person who has the right to act on behalf of the legal entity without a power of attorney clause 1 art. 40 Law No. 14-FZ; item “l” part 1, part 4, 5 art. 5 of Law No. 129-FZ. The Federal Tax Service Inspectorate, within 5 working days from the date of receipt of this application, will register changes and exclude information about the former manager from the Unified State Register of Legal Entities Part 1 Art. 8 of Law No. 129-FZ.

The former manager himself cannot submit such an application to the Federal Tax Service. Therefore, he should check whether information about him has been excluded from the Unified State Register of Legal Entities. After all, while he is listed in the register as the head of an LLC, he may encounter difficulties, for example:; Resolution 5 of the AAS dated 10/09/2013 No. 05AP-7814/2013.

Features of dismissal due to inaction of participants

If the participants, notified of the convening of the general meeting and its agenda, did not hold the meeting and did not appoint a new leader, then the current leader may still resign. Since there are no other conditions for his dismissal, except notification of this to the employer represented by the general meeting of participants in fixed time, the legislation does not provide for Art. 280 Labor Code of the Russian Federation. In this case, the dismissal procedure will be the same as described above.

The reasons why participants did not appear at the called meeting may vary. For example, leaving or being in a hospital for treatment. If this is so, then it is only a matter of time before they appoint a new leader.

ATTENTION

Notice of dismissal and convening of the general meeting, postal receipts for its sending to participants and delivery notices returned to the manager should be retained to confirm the fact and legality of dismissal.

In this case, if there is a deputy on staff (another employee whose responsibilities include replacing the absent manager), the manager needs to:

• issue an order to transfer the relevant powers to the deputy Articles 60.1, 60.2 of the Labor Code of the Russian Federation. And to represent the interests of the company in relations with third parties, you need to issue him a power of attorney clause 1 art. 185 Civil Code of the Russian Federation. In this case, we are talking about the transfer of only certain powers. Since making a decision to transfer to someone all the functions of the sole executive body is already the prerogative of the general meeting of participants;
• issue temporary bank cards with sample signatures of the deputy pp. 7.5, 7.13 Central Bank Instructions dated May 30, 2014 No. 153-I;
• hand over seals, keys, and company documentation to the deputy according to the acceptance certificate.

It also happens that participants simply leave their company. In such LLCs, the manager is usually the only employee.

In this situation, after following the entire dismissal procedure, the manager will definitely have to go to court with a demand from the participants to exclude information about him from the Unified State Register of Legal Entities.

And the departing manager can dispose of the documentation of the LLC (at the expense of the funds remaining with the LLC), in particular, as follows:

• <или>send a parcel with an inventory to one of the participants (for example, to the one who has the largest share) Appeal ruling of the Kirov Regional Court dated June 13, 2012 No. 33-1718;
• <или>transfer for safekeeping to a notary or an organization or entrepreneur specializing in the provision of such services, sending a notification about this to the participant clause 12, part 1, art. 22.1, clause 16, art. 35 Fundamentals of the legislation of the Russian Federation on notaries, approved. Sun 11.02.93 No. 4462-1.

In a similar manner, the employment contract is terminated early by the head of the joint-stock company. In this case, shareholders must be notified of the convening of an extraordinary general meeting at least 70 days before the date of its holding. And if the issue of appointing a sole executive body falls within the competence of the board of directors, then a notice of termination of the employment contract must be sent to the board of directors in Art. 273 Labor Code of the Russian Federation; subp. 8 clause 1 art. 48, paragraph 1, art. 52,

Roughly speaking, this is exactly the same letter of resignation at his own request or by agreement of the parties that any other employee writes in the name of his employer. (Article 81, Article 77 Labor Code). The differences from a “simple” dismissal are in the procedure for carrying out the dismissal; it will be more complex.

The fact is that in relation to the director of the company, the functions of the employer are performed by the general meeting of participants.

The deadline for filing an application “on your own” in this case is also significantly different - one month instead of the standard two weeks.

During this time, the resigning director transfers affairs to the future head of the company or changes his mind about resigning, which the directorate officially notifies.

Of course, no one will fire the head of a company just like that, in one action. The procedure will consist of the following steps:

1. the director notifies the LLC directorate in writing about the convocation of an extraordinary meeting - at least a month in advance, by sending registered letters to the residential addresses of LLC members;
2. the decision to dismiss is made based on the fact of voting (this must be reflected in the minutes);
3. if the decision is made, a standard T-8 order is issued to terminate cooperation (signed by a new authorized person; if one has not been appointed, then even the chief accountant can act in his role). The reason for the dismissal is not stated; it will be enough to refer to Art. 77 TK;
4. a corresponding entry is made in the director’s work book;
5. The directorate of the company submits an official notification to the tax office about the change of head of the LLC.

The fact that a director is removed from office strictly at a special meeting and by voting should not be scary in case someone votes against it. This is rather a formal procedure to comply with the legality of dismissal (Article 280 of the Labor Code). No one can refuse to leave a person at his own request, even if he is the head of the enterprise.

Article 280 of the Labor Code of the Russian Federation. Early termination of an employment contract at 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.

If the members of the board of founders ignore the call to the meeting, the director can go to court regarding the inaction of the founders with a demand to recognize him as relieved of his position, and at the same time to enter information about the replaced head of the company into the Unified State Register of Legal Entities.

In addition, we must not forget that Art. 80 of the Labor Code, and it states that if the employee has complied with all the formalities for notifying the employer regarding the planned dismissal, this gives him the right to terminate cooperation without waiting for a response.

When transferring affairs, the outgoing director first makes an inventory of the property; if a shortage is discovered, he makes up for it and pays creditors. Cash is handed over to the bank, documentation - to a notary or to the archive. The founders also need to be notified about this - the date of transfer and where the documentation is stored.

At the end of the cooperation, the ex-director is paid a salary plus compensation for unspent vacations, as well as all those payments that are due under the employment contract.

The situation is somewhat simpler if the general director is sole founder companies. In this case, he does not need to write any statements to anyone and listen to other people’s opinions, too. According to current legislation, the founding director has the right to remove himself from office at any time(Article 273 of the Labor Code). He also makes a corresponding entry in the work book with reference to the order number.

How to write?

In essence, it is no different from what any other employee submits. The document is drawn up on standard sheet A4 paper and contains:

1. addressee (Board of Directors);
2. from whom;
3. document title – statement;
4. petition for dismissal from office at one's own request;
5. date, signature.

The application is attached to the notification letter about the planned extraordinary meeting.

What does the director write? Here is a sample letter to the founder of what such a statement might look like:

To the Board of Directors of Nautilus-M LLC

from Ivanov Ivan Petrovich

statement

I ask you to relieve me from the position of General Director from May 1, 2017 by agreement of the parties (Article 77 of the Labor Code).

Ivanov Ivan Petrovich (signature)

Who signs?

The document is signed either by the director himself or by a new authorized person, or anyone else who is entrusted with the right to sign - this could be the chief accountant.

Is it possible to revoke this document?

Possible - within a month. But the dismissal order has not yet been signed. If such an order is issued, then the termination of cooperation can be considered completed and, on the basis of this document, an entry is made in the work book of the dismissed person and a notification is submitted to tax authority.

Like any other employee, the head of the LLC has the right to leave his job at his own request. But, like an ordinary employee, it is important on both sides to comply with the formalities prescribed by law in order to avoid disputes and proceedings involving regulatory authorities, or even the court.

Dismissal of the CEO at his own request is a more complex procedure compared to termination labor relations between the ordinary employee and the organization. Our article discusses all the most important nuances process of dismissal of the CEO.

Dismissal of the general director of an LLC at his own request

The general director of a limited liability company acts as its sole executive body (Clause 1, Article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ).

The functions of the employer in relation to the general director of the LLC are assigned to the general meeting of participants (subclause 4, clause 2, article 33 of Law No. 14-FZ). Therefore, the application for the dismissal of the director is written to:

• sole participant of the LLC;
• chairman of the general meeting of participants.

The decision to terminate the employment relationship with the general director of a legal entity is made at an extraordinary meeting of LLC participants, which the resigning director himself is authorized to initiate (clauses 1-2 of Article 35 of Law No. 14-FZ).

Important! Unlike other employees, the head of a legal entity must notify the employer in writing of his intention to resign at least 1 month in advance (Article 280 of the Labor Code of the Russian Federation of December 30, 2001 No. 197-FZ).

Moreover, this period is established regardless of how long the employment contract was concluded with the general director of the organization, including in case of short-term labor relations (letter of Rostrud dated March 6, 2013 No. PG/1063-6-1).

If the resignation letter is sent by mail, then the date of notification to the employer is considered to be the date of receipt of the letter (a note about this will appear in the notice of delivery), and not the date of its sending (see the appeal ruling of the Belgorod Regional Court dated June 26, 2012 in case No. 33- 1744).

However, properly sent notice may not always be delivered or received by the addressee. It is recommended to resolve this situation by going to court.

The procedure for voluntarily dismissal of a CEO

The standard procedure is as follows:

1. Notification to LLC participants:
   • Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a list of attachments and notifications of delivery (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this seems to be one of the most reliable and simplest.
   • The notice must indicate the date, time and address of the meeting, the agenda (including in this case dismissal of the general director of the organization, but at the same time the question of appointing a new leader may also be included). Copies of the general director’s statement of resignation at his own request should also be attached to the notice.
   • The aforementioned letters must be sent to the addresses of all LLC participants. They are taken from an extract from the Unified State Register of Legal Entities or the register of LLC participants. If the addresses in the named sources do not match, it is necessary to send notifications to each of them.
2. Holding a meeting of LLC participants. Based on its results, a decision is made to dismiss the general director, which is entered into the minutes.
3. Issuance of an order for the dismissal of the general director of the LLC based on the minutes of the general meeting.
4. Making settlements with a dismissed employee, making an entry in his work book.
5. Notification of the Federal Tax Service about the dismissal of the director.

If LLC participants ignore the director’s resignation letter

Taking into account what is enshrined in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC do not have the right to refuse the general director to accept his application for dismissal and subsequent termination of employment relations.

Important! In this case, an extraordinary meeting is not held to agree on the possibility of dismissing the general director at his own request, but in order to comply with what is provided for in Art. 280 Labor Code of the Russian Federation and sub. 4 p. 2 art. 33 of Law No. 14-FZ dismissal regulations.

The most common expression of dishonesty on the part of the employer is the disregard by all participants of the LLC or one of them to participate in the extraordinary general meeting, which can be expressed, among other things, in the unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.

In such cases, after the expiration of the required month, the director of the LLC who wishes to resign is recommended to file a lawsuit to challenge the inaction of the founder (founders) and a demand for voluntary dismissal. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court dated June 13, 2012 in case No. 33-1718).

Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice period for dismissal has expired, the employee has the right to stop performing his labor functions, regardless of whether the employer complies with the regulations for terminating the employment contract or not.

In this case, as a proper confirmation of the employee’s will, it can be recognized statement of claim corresponding contents, handed to one of the founders (see the appeal ruling of the Perm Regional Court dated 08/05/2013 in case No. 33-7154).

Notification of tax and extra-budgetary funds about the dismissal of a director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about changes in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date of such changes (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ About state registration legal entities And individual entrepreneurs" dated 08.08.2001 No. 129-FZ) by filling out and sending form R14001, approved by order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6/25@.

Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So, until a new general director of the LLC has been appointed, a message about the termination of the powers of a particular individual must be sent to the tax office (see sheet K of Appendix 6 to Order No. ММВ-7-6/25@).

Based on practice, tax authorities are extremely rarely ready to accept an application from a resigned head of an organization to exclude him from the Unified State Register of Legal Entities as a person entitled to act on behalf of the organization without a power of attorney. The refusal of the Federal Tax Service to register changes is usually explained by the fact that the specified form P14001 cannot be signed former leader, because in fact his powers have been terminated, although information about him is still contained in the Unified State Register of Legal Entities (see the decision of the Supreme Arbitration Court of the Russian Federation “On recognition as inactive...” dated May 29, 2006 No. 2817/06).

At the same time, there is also law enforcement practice, according to which the courts quite often oblige the Federal Tax Service to exclude from the Unified State Register of Legal Entities information about the former general director of the organization upon his application. They proceed from the fact that the inability to submit an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy a person’s legal requirement (for example, the resolution of the 19th AAS dated 03/02/2016 in case No. A36-4738/ 2015).

Duty to notify off-budget funds, Rosstat and other government agencies in the order of interdepartmental interaction are entrusted to the Federal Tax Service.

Sample letter of resignation of the general director

In its structure, the resignation letter on behalf of the general director is absolutely identical to the statements that all other employees write in similar cases.

The application for dismissal of the general director assumes the following content:

• addressee: the body of the legal entity that entered into an employment contract with the director (this could be the founder, the general meeting of participants, etc.);
• position, surname, name, patronymic of the applicant;
• a request for the applicant’s dismissal from his position, indicating a specific date of dismissal;
• date of application;
• signature of the applicant with transcript.

Date of dismissal of the director. Actions that must be taken before it occurs.

The CEO's last day of work may be:

• The date indicated by the director in the application, with which the participants/participant of the LLC agreed;
• The date on which 1 month expires from the date of the CEO’s notice of his dismissal. This date can be used, in particular, in the case where the director did not indicate the date of dismissal in the application. The starting point is the day following the day the employer is notified of the upcoming dismissal.
• Another date determined by agreement of the parties.

Note! If the participants/sole participant of the LLC decide to dismiss the director before date indicated in the application without the consent of the director - despite the fact that there are no guilty actions on the part of the latter - the basis for dismissal will be the decision of the owner. In accordance with Art. 278 of the Labor Code of the Russian Federation, in this case the director is paid compensation.

The retiring director must:

• report on accountable funds (if any);
• transfer keys, seals, documents to the new director (founders) according to the acceptance certificate.

Sample order for the dismissal of the general director

An order for the dismissal of any employee is signed by the head of the employing legal entity. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and sole executive agency coincide in one person, the order for his own dismissal is signed by the general director himself (see letter of Rostrud dated March 11, 2009 No. 1143-TZ).

In a situation where the general director, due to certain circumstances, cannot independently sign an order (for example, due to temporary disability, etc.), a person authorized to sign orders can do this for him. The manager can transfer such powers by issuing a local act or issuing a power of attorney.

Note! Usually, to issue an order for the dismissal of the general director, they use the unified form T-8, approved by Resolution of the State Statistics Committee of the Russian Federation dated January 5, 2004 No. 1. However, from October 1, 2013, this form became optional (see information from the Ministry of Finance of Russia “On the entry into force...” No. PZ- 10/2012). So the order can be issued in free form.

The order for the dismissal of the General Director (in a unified form) can be downloaded below:

Making an entry in the work book

An entry about dismissal is made in the work book, as a rule, by an authorized person (HR inspector). In the absence of one, the director can make the recording independently. In any case, it is necessary to comply with the requirements of the instructions for filling out work books, approved. Resolution of the Ministry of Labor of Russia dated October 10, 2003 No. 69.

The entry should look like this:

Note! Abbreviations when making entries are not allowed.

The dismissal record is certified by the signature of an authorized person and the seal of the organization (if any).

Dismissal of the general director by decision of the founder

The founder has the right to terminate the employment relationship with the head of the legal entity by his decision. Possible reasons set out in Art. 81, 83, 278 Labor Code of the Russian Federation.

The issue of dismissal of the general director is submitted to the general meeting of the founders (participants) of the LLC (subclause 4, clause 2, article 33 of Law No. 14-FZ).

Upon dismissal of the general director on the grounds of clause 2 of Art. 278 of the Labor Code of the Russian Federation, if no guilty actions have been identified on his part, he is paid compensation in the amount of at least 3 times the average monthly earnings (Article 279 of the Labor Code of the Russian Federation).

Important! The dismissed employee has the right to appeal in court the reasons for his own dismissal presented by the founder, since the wording of the norm in paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated November 1, 2007 No. 56-B07-15).

At the same time, the dismissal of an employee under clause 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally permissible. In this case, dismissal does not act as a measure of legal liability and is accompanied by mandatory payment of compensation (see the ruling of the Constitutional Court of the Russian Federation dated July 14, 2011 No. 1015-О-О).

Terminate the employment relationship with the general director on the grounds of paragraphs. 7-7.1 art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these standards. The Plenum of the Armed Forces of the Russian Federation in its resolution dated March 17, 2004 No. 2 explains that the persons specified in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on this basis, including if it is established that they committed theft, received a bribe or other unlawful actions of a mercenary nature, even if they were not related to their work (clause 45 of Resolution No. 2).

Thus, the dismissal of the general director at his own request requires him to notify his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants of the LLC. The general director has the right to sign his own dismissal order.

Firing a CEO is not a difficult task, but it is full of nuances. To solve it, it is worth familiarizing yourself with the provisions of the legislation of the Russian Federation, which provide for several dismissal algorithms. Moreover, practice determines its own sequence of actions in each case. Let's consider the types of dismissal of a general director from filing an application to the final payment and find out why it is beneficial to dismiss a manager at his own request.

The dismissal procedure begins with the filing of the current gene. director of an application addressed to the owner or group of founders, which expresses his intention to terminate the employment agreement (contract) at his own request (Article 280 of the Labor Code of the Russian Federation).

The general director must submit such an application at least 1 month before the expected date of dismissal.

Convening a meeting of the co-founders of the organization

Notifications of the date and location of the meeting are sent to all interested parties. The CEO is recommended to describe the reason for the event on the envelope itself. Subsequently, this will be proven by the fact that the recipient is familiar with the invitation to a specific meeting (clause 1 of Article 36 of Law No. 14-FZ, clause 1 of Article 52 of Law No. 208-FZ).

To provide for possible legal inconsistencies, along with the notification, it is worth sending registered letters to meeting participants. These letters contain forms for notice of the meeting and applications for dismissal. Thus, a general director planning to resign in one month will fulfill all the requirements of Articles 77, 81, 83 of the Labor Code of the Russian Federation. The organization's charter may provide for other methods of notifying meeting participants; these should also be used.

Procedure for drawing up minutes of a company meeting

For acceptance general solution members of society may resort to voting. If there is only one founder in the organization, then a protocol is not drawn up, but the founder’s decision is formalized. The minutes of the meeting of owners and the decision of the founder may simultaneously contain several adopted points: the dismissal of the current general director and the appointment of a new manager to the vacant position.

If the founder and the general director are the same person, then it is enough to approve the decision to resign. A record of voluntary dismissal is made in the work book, indicating the details decision taken.

Who will sign the order to dismiss the manager?

• The dismissal order is drawn up on the basis of the decision of the owners (form T-8).
• Execution and transmission to the accounting department of the order for the final settlement with the resigning employee.
• An entry is made in the work book.

The new general director approves the dismissal order. If there is no such person at this moment, his deputy has the right to approve the order.

Final stages of dismissal

• Mandatory submission of an application for a change of director to the tax authority at the place of registration of the organization (within 3 days).
• Notification of counterparties about the change of general director in the organization (servicing bank, social security fund authorities, statistical authorities).

Submitting an application

The General Director draws up the application according to the standard template and must include the date and his signature.

Sample for filling out an application for dismissal of the general director

Drawing up an order for dismissal at your own request

An order for the dismissal of the general director is issued in form T-8.

Sample order for dismissal at the CEO's own request

If there is only one founder, then instead of an order of dismissal, a decision may be issued.

What other actions to take when dismissing a gene. directors

The dismissal of a CEO poses additional challenges for founders. The main issue is financial. How conscientiously the general director conducted business is to be verified as soon as possible.

Signs of possible bankruptcy of an enterprise

Any organization has debt to counterparties. How justified the debts are, whether the total debt threatens the further activities of the organization, whether bankruptcy is an issue - these questions must be answered by the general director before dismissal.

If the issue of the legality of the debts is not resolved before the dismissal, then it will have to be resolved by the new manager. If the resigning CEO committed illegal actions that negatively affected material well-being organization, the founder has the right to file a lawsuit.

Inventory of property and liabilities at the initiative of the employer

When transferring affairs to the new general director from the resigning director, an inventory of the transferred documents is made, and an audit of securities and things is carried out.

Carrying out an inventory of the organization's property will not be superfluous. To carry out the inventory, a commission will be formed, which will include all interested parties, at least three people(for example, a representative of the accounting department, founders, general director). The results are documented in a document signed by all members of the commission. The act is drawn up in 3 copies.

Inventory form

Making an entry in the work book

The general director has the right to independently make an entry in the work book about his own dismissal. The organization's charter may provide for other methods of registration, in which case they must be followed.

If the general director resigns of his own free will, this is indicated both in the order and in the work book.

An example of making an entry in a work book upon dismissal of one's own free will.

Dismissal of the general director at his own request

Payments upon dismissal

The General Director, like any employee of the organization, is entitled to final payment upon dismissal. It includes:

• payments for wages for time worked;
• additional payments provided for by local regulations(awards, bonuses);
• payment for unused vacation according to time worked.

All these payments are made to the card - the general director’s account is not later in the day dismissals. Late payment of the final payment threatens the organization with troubles (Article 140 of the Labor Code of the Russian Federation).

According to Article 115 of the Labor Code of the Russian Federation, the duration of the general director’s leave is at least 28 calendar days. The law does not limit the number of vacation days above the minimum threshold (Article 120 of the Labor Code of the Russian Federation). All these issues are prescribed in the local acts of the organization.

Below is an example of calculating vacation pay upon dismissal.

Salary payments are calculated using a special formula.

Non-standard situations

If the director and the sole founder are the same person. Dismissal occurs according to two schemes to choose from:

• A letter of resignation is submitted. A corresponding order is issued, and a record of voluntary dismissal is made in the work book.
• The owner makes a decision according to which he relieves himself of the powers of the general director. The basis for entry into the work book is Article 278, paragraph 2 of the Labor Code of the Russian Federation. In this case, a reference to the decision and the law is issued. If the general director independently resigns by his own decision as the sole founder, then he is entitled to a monetary payment (at least three times the amount average salary). Therefore, the first method is more popular.

The general director wrote a letter of resignation of his own free will. But it was not possible to find a new general director within a month.

• A meeting of founders is convened at the initiative of any of the parties. The agenda of the meeting is the transfer of all matters to one of the founders. A transfer act must be drawn up.

The general director notified all meeting participants about the dismissal. Due to some circumstances, no corresponding decision was made after a month.

• Based on Article 80 of the Labor Code of the Russian Federation, the resigning general director can independently resign from his official powers. In this case, an entry is made in the work book independently (Resolution of the Government of the Russian Federation No. 225 of April 16, 2003, as amended and supplemented). The entry in the work book in this case remains usual: “Dismissed at his own request, on the basis of Art. 77 Labor Code of the Russian Federation."
• Hand over everything cash from the organization's cash desk to the servicing bank.
• If possible, pay off all debts of the organization.
• Do not enter into new important contracts with counterparties on the eve of dismissal.
• Notify the manager of the servicing bank about dismissal from a certain date. The manager is obliged to temporarily block the organization's current account so that until a new general director is appointed, no one can make financial transactions.
• Notify state regulatory authorities, to which reports are usually provided, of the dismissal. In this way, the general director will protect himself from liability if a report is not submitted on time immediately after dismissal. The notice must be provided by registered mail with acknowledgment or delivered in person and registered at the reception desk of the secretary.

It's impossible to convey everything Required documents to the new general director.

• Consider depositing documents with a notary for a fee.
• Conclude an agreement with archival services city ​​about placing the document for storage. In this case, it is necessary to provide for the possibility of transferring documents at the request of the organization.
• Self-storage.

Dismissal of the general director by agreement of the parties

The dismissal of the general director by agreement of the parties implies the mutual consent of the founder and the hired general director (Article 78 of the Labor Code of the Russian Federation). It is assumed that such a step is agreed upon by the parties in advance. If a mutual decision is made spontaneously, then the dismissal occurs at a time convenient for the parties.

The procedure for dismissal by agreement of the parties

• Submitting a letter of resignation. The initiator can be either the employer or the employee himself.
• Convening meeting participants to make a decision of the owner or draw up minutes of the meeting.
• Drawing up an agreement. The legislation does not provide for a unified form of agreement. The agreement can be executed and recorded in the form of a statement from one of the parties with the obligatory consent of the other party.
• Order of dismissal by agreement of the parties (unified form T-8).
• An order to the accounting department to pay all due payments.
• Entry in the work book.
• Mandatory notification of all counterparties (tax authority within three days).

A formalized severance of labor relations by agreement of the parties cannot be unilaterally annulled.

Agreement on severance of labor relations

The agreement between the general director and the employer is concluded as a result of negotiations. The name of the document itself implies that the parties must come to an agreement. It is possible that each of the parties will have Additional requirements to your opponent. These conditions must be specified in the agreement. For example, the general director will not demand additional payment for agreeing to resign, and the founders in return will not involve the general director in paying for possible material damage.

Dismissal by agreement of the parties, in essence, should solve the problems of the employer and employee. Initially, mutual benefit is implied when concluding an agreement.

What are the advantages for each party?

For the employer:

• reinstatement of the CEO after dismissal is excluded;
• no registration required additional notifications: to the employer - about layoffs, to the employee - about the desire to quit;
• the ability to fire the general director even during incapacity due to illness, as well as during vacation;
• if the new CEO becomes interested in the reason for the dismissal of the previous CEO, then dismissal by agreement of the parties sounds quite loyal;
• payment of severance pay eliminates the issue of paperwork for registering the dismissal or layoff of an employee (the so-called pay-off);
• no additional notification of trade union organizations is required.

For the General Director:

• dismissal occurs as quickly as possible;
• there is no need to send notifications to all interested parties, the entire process occurs without hindrance;
• receiving severance pay, the amount of which is additionally specified (Article 178 of the Labor Code of the Russian Federation);
• within thirty days from the date of dismissal, the dismissed employee’s length of service is calculated;
• the employment center provides for increased payments (as opposed to voluntary dismissal).

We are preparing a dismissal order by agreement of the parties

To formalize the order for the dismissal of the general director, minutes of the meeting of owners are drawn up. If there is only one owner, then a decision is drawn up. The voting result is entered into the minutes of the meeting.

Based on the decision of the founder or the minutes of the meeting, a dismissal order is drawn up. The order is issued and signed by the general director, that is, he removes his official powers. The reason for dismissal and a link to accompanying documents (company meeting, decision of the founder) must be indicated.

A sample of an order for the dismissal of a general director by agreement of the parties

Other documents

The general director dismissed by agreement of the parties is required to receive the following documents:

1. A certificate confirming the amount of income on which income tax was paid (form 2-NDFL);
2. A certificate of the amount of income for calculating benefits.
3. A work book with correctly completed entries.

The General Director has the right to demand copies of orders that relate to his direct appointment to a position, on relocation, dismissal, etc.

Entry in the work book upon dismissal

Upon dismissal by agreement of the parties, the following entry appears in the general director’s work book:

“The employment contract was terminated by agreement of the parties, clause 1 of part 1 of article 77 of the Labor Code of the Russian Federation”

The seal of the organization must be affixed, and the dismissed person puts his signature in the work book, indicating that he is familiar with the record. Do not forget about the book of accounting of work books and inserts for them, as well as about the personal card - they also need to be signed by the resigning general director.

Employee personal card: unified form No. T-2, approved by Decree of the State Statistics Committee of Russia dated January 5, 2004 No. 1. Current in 2016.

Final payment

Upon dismissal by agreement of the parties, the general director has the legal right to the following payments:

General Director - hired employee. In this case, the general director is first notified of the upcoming reduction (2 months in advance), in the event of bankruptcy of the LLC - 1 month in advance. The notification is made in any form. As an option, it is permissible to issue a dismissal order, which the general director will read and sign.

The general director is one of the founders of the LLC or the sole owner. In this case, the founder’s decision or the minutes of the owners’ meeting are drawn up.

The following payments are due upon final settlement:

• Salary for the period actually worked.
• Vacation pay.
• LLC's debt for travel expenses, sick leave, and days worked above normal.
• Benefit: 1) upon dismissal (monthly salary); 2) one salary for two months after the date of dismissal (Article 178 of the Labor Code of the Russian Federation); 3) one monthly salary from the employment center (application period - 2 weeks from the date of dismissal, new job not found in 3 months).

When calculating average monthly earnings, the following are not taken into account:

• weekends and holidays;
• accrued financial aid, sick leave compensation, vacation pay;
• the month in which the dismissal occurred, with the exception of the fully worked month (dismissal on the last day of the month).

The options for terminating the employment relationship with the general director discussed in the article will help the specialist resolve all issues related to the preparation of the necessary documents.