ON THE. Macepuro, lawyer

How can the director of an LLC quit? own will

The leader 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) sub. 4 p. 2 art. 33, paragraph 1 of Art. 40 of the Law of 08.02.98 No. 14-FZ (hereinafter - Law No. 14-FZ). Because of this, the procedure for dismissing the head of many raises a lot of questions. 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 early dismissal of the director of an LLC at their own request, including in the case when the participants do not appoint a replacement for him.

Notification of participants of dismissal and convening of a general meeting

The head has the right to quit by notifying the employer in writing no later than 1 month before Art. 280 of the Labor Code of the Russian Federation. Moreover, such a warning period is valid upon termination of both fixed-term employment contracts (regardless of their term) and indefinite Art. 280 of the Labor Code of the Russian Federation; Rostrud Letter No. PG/1063-6-1 dated March 6, 2013. The same is considered in Rostrud.

FROM AUTHENTIC SOURCES

Deputy Head Federal Service for work 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 open-ended”.

The employer for all employees, including the head, is LLC. It, we recall, acts through its governing bodies. Therefore, the manager must notify the supreme management body of the LLC about his dismissal. articles 20,,, 280 of the Labor Code of the Russian Federation; paragraph 1 of Art. 53 of the Civil Code of the Russian Federation; paragraph 4 of Art. 32 of Law No. 14-FZ:

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

In general, participants are not required to decide on the dismissal of the leader if he wants to quit himself. But they are obliged to elect a new candidate for the sole executive body of the LLC. And the resigning director must call their extraordinary general meeting to resolve this matter. pp. 1, 2 art. 35 of Law No. 14-FZ.

Participants must be notified of the holding of the general meeting no later than 30 days before the date of the meeting. paragraph 1 of Art. 36 of Law No. 14-FZ. Please note that within this period, each participant must already receive a notice. 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 be a notice of dismissal.

You can format it like this.

To the participant 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 pp. 1, 2 art. 36 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”, I inform you about the convening of an extraordinary general meeting of participants of Techservice LLC with an agenda to elect 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 07/21/2014).

The meeting will be held on September 1, 2014 at 10:00 am at the address of the company's location: 111401, Moscow, st. 1st Vladimirskaya, 31, building 2, office 106.

When an LLC consists of one participant, then from the day it receives the said notification, it is considered notified of both the dismissal of the head and the need to make a decision on the appointment of a new candidate for this position Decree 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, 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 quitting, the manager must work for 1 month after the date of the general meeting (in the absence of other agreements with the general meeting). That is, a total of at least 2 months from the date of receipt by the participants of the notification of the convening of an extraordinary general meeting.

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

Recall that the notification can be handed over to the participants personally against receipt. And you can send by telegram or registered mail with acknowledgment of receipt:

• participants-organizations - at the address of their location indicated in the Unified State Register of Legal Entities;
• 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 verification of counterparties: website of the Federal Tax Service→ Electronic services → Business risks: check yourself and your counterparty

Data on the addresses of the participants-citizens must be with the LLC, 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 outdated, and the participant did not inform 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 provide up-to-date information about himself to the society, the participant bears pp. 1, 3 art. 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 search 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 Inspectorate), in memorandum of association sometimes in the charter.

It will not be possible to obtain this information from the IFTS, since the addresses of individual participants are protected personal data and tax secrets, and pp. 1, 2 art. 102 of the Tax Code of the Russian Federation; p. "d" part 1 of Art. 5, part 1, art. 6 of the Law of 08.08.2001 No. 129-FZ (hereinafter - Law No. 129-FZ). In the extract from the Unified State Register of Legal Entities, only f. and. about. participants. And the only thing you can get from the IFTS is an answer about the compliance of the data you provided about the address of the 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 Order, approved. Order of the Ministry of Finance dated November 23, 2011 No. 158n.

Date of dismissal of the head

At the general meeting, the participants must decide on the election of a new sole executive body and determine from what day he should start exercising his powers, taking into account the date of dismissal of the current head.

Accordingly, the day of dismissal of the head, and therefore the last day of his work, can be:

• <или> the date indicated by the head in the letter of resignation, with which the participants agreed;
• <или> the date on which 1 month expires, assigned 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. counted down month from the day following the day the employer is notified of the 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 head will be the first working day after this day off Art. 14 Labor Code of the Russian Federation.

Keep in mind that in some cases, there are reduced notice periods for dismissal. For example, when leaving due to the inability to continue working due to enrollment in an educational institution, retirement, or in connection with other similar circumstances labor contract with the employee terminates on the day specified by him Art. 80 of the Labor Code of the Russian Federation. The fact that these provisions also apply to managers was also confirmed to us in Rostrud.

FROM AUTHENTIC SOURCES

“According to Article 280 of the Labor Code of the Russian Federation, the head of the organization has the right to terminate the employment contract ahead of schedule by notifying the employer (the owner of the organization’s property, his representative) about this in writing not later than 1 month. However, according to Art. 80 of the Labor Code of the Russian Federation, in cases where the employee's application for dismissal of his own free will 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. Because ch. 43 of the Labor Code of the Russian Federation does not provide for specifics in terms of specifying 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 apply to the heads of organizations.

Rostrud

• <или> other date according to the agreement reached between the head and the participants (it should be drawn up in writing, and it will be signed by the participant authorized to this meeting m) articles 80, 84.1 of the Labor Code of the Russian Federation.

If the participants at the general meeting decide to dismiss the head without his consent earlier than indicated in his statement, despite the fact that there were no guilty actions on his part, then the basis for the dismissal will no longer be the head’s own desire, but the decision of the general meeting paragraph 2 of Art. 278 of the 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 of October 12, 2011 No. 33-5012 / 2011. And in this case, we recall, the head is entitled to compensation upon dismissal and Art. 279 of the Labor Code of the Russian Federation.

Pre-discharge chores

The head 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 of the Labor Code of the Russian Federation; paragraph 2 of Art. 44 Law No. 14-FZ.

Therefore, the resigning manager should, in particular:

• report on accountable amounts, if any, are on him, keep copies of all advance reports and documents attached to them and hand over all surpluses to the cashier;
• notify the certifying authority and the bank of his dismissal in order 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, transfer the keys, seals and documentation of the LLC to the new manager on the acceptance certificate.

The process of "self-dismissal"

The procedure for dismissing a manager is no different from the procedure for dismissing any other employee. articles 16, , 84.1, ch. 43 of the 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 books for pp. 35, 45 of the Rules, approved. Decree of the Government of April 16, 2003 No. 225.

At the same time, the wording of the dismissal entry in column 3 of the section “Information about work” of the work book will be the same as when other employees are dismissed at their own request: “Dismissed at their own request, paragraph 3 of part 1 of article 77 Labor Code Russian Federation" pp. 13-15 Rules, approved. Decree of the Government of April 16, 2003 No. 225; pp. 5.1, 5.2 Instructions, approved. Decree of the Ministry of Labor dated 10.10.2003 No. 69. That is, referring to Art. 280 of the Labor Code of the Russian Federation (“Early termination of an employment contract at the initiative of the head of the organization”) instead of Art. 77 of the Labor Code of the Russian Federation, as is sometimes the case in practice Appellate ruling of the Kemerovo Regional Court dated March 14, 2012 No. 33-2803, no need. This was confirmed to us in Rostrud.

FROM AUTHENTIC SOURCES

“According to the Rules of Conduct work books upon termination of the employment contract on the grounds provided for in Art. 77 of the Labor Code of the Russian Federation (with the exception of cases of termination of the employment contract at the initiative of the employer and due to circumstances beyond the control of the parties), an entry is made in the work book about the dismissal with reference to the corresponding paragraph of the first part of this article. Therefore, when the head of the organization submits to the employer an application for dismissal of his own free will, paragraph 3 of part 1 of Art. 77 of the Labor Code of the Russian Federation”.

Rostrud

Making changes to the Unified State Register of Legal Entities

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

The former head himself cannot submit such an application to the IFTS. Therefore, he should make sure that information about him is 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 have difficulties, for example: Decree 5 of the AAC dated 09.10.2013 No. 05AP-7814/2013.

Features of dismissal in case of inaction of participants

If the participants, who were notified of the convening of the general meeting and its agenda, did not hold a 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 for notifying the employer about this in the person of the general meeting of participants in set time, legislation does not provide for Art. 280 of the Labor Code of the Russian Federation. In this case, the dismissal procedure will be the same as described above.

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

ATTENTION

The notice of dismissal and convening of the general meeting, postal receipts of its sending to the participants and the return receipt returned to the manager should be kept to confirm the fact and legality of the dismissal.

In this case, if there is a deputy in the state (another employee whose duties include replacing the absent head), 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, it is necessary to issue him a power of attorney paragraph 1 of Art. 185 of the Civil Code of the Russian Federation. In this case, we are talking about the transfer of only certain powers. Since the 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 Instructions of the Central Bank dated 30.05.2014 No. 153-I;
• transfer seals, keys, company documentation to the deputy on the act of acceptance and transfer.

It also happens that participants simply leave their company. In such LLCs, the head 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 request to the participants to exclude information about him from the Unified State Register of Legal Entities.

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

• <или>send a parcel with an inventory to one of the participants (for example, to one of them 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 to the participant m p. 12 h. 1 art. 22.1, paragraph 16 of 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 ahead of schedule by the head of the joint-stock company. At the same time, 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 of the Labor Code of the Russian Federation; sub. 8 p. 1 art. 48, paragraph 1 of Art. 52,

Roughly speaking, this is exactly the same statement of resignation of one's own free will or by agreement of the parties, which is written by any other employee in the name of his employer. (Art. 81, Art. 77 of the Labor Code). The differences from the "simple" dismissal are in the order of 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 submitting an application "on one's own" in this case is also significantly different - one month instead of the standard two weeks.

During this time, the resigning director transfers business to the future head of the company or changes his mind about resigning, which is officially notified by the directorate.

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

1. the director notifies the directorate of the LLC in writing about the convening of an extraordinary meeting - and at least a month in advance, by sending registered letters to the addresses of the members of the LLC;
2. the decision to dismiss is made upon the fact of voting (this should 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 announced, it will be enough to refer to Art. 77 TC;
4. an appropriate entry is made in the director's work book;
5. the directorate of the company submits to the tax office an official notice of the change of the head of the LLC.

The fact that directors are dismissed strictly at a special meeting and in the order of voting should not be scary, suddenly someone will vote against. It is rather a formal procedure to comply with the legality of dismissal (Article 280 of the Labor Code). No one can refuse to care for a person of his own free will, even if he is the head of an enterprise.

Article 280 of the Labor Code of the Russian Federation. Early termination of the employment contract at the initiative of the head of the organization

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

If the members of the board of founders ignore the call to the meeting, the director can apply to the court regarding the inaction of the founders with a demand to recognize him as dismissed from office, and at the same time to enter data on the replaced head of the company into the Unified State Register of Legal Entities.

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

When transferring cases, the outgoing director first makes an inventory of the property, if a shortage is found, then he makes up for it, pays off creditors. Cash is handed over to the bank, documentation - to a notary or archive. About this - the date of transfer and where the documentation is stored - you also need to notify the founders

At the end of cooperation, the ex-director is paid earnings 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 the current legislation, the founding director has the right to dismiss himself from office at any time(Article 273 of the Labor Code). He also makes an appropriate entry in the work book with reference to the order number.

How to write?

In fact, 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. title of the document - statement;
4. a request for dismissal from office at one's own request;
5. date, signature.

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

What does the director write? Here is a sample letter to the founder, 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 release me from the post of General Director from May 01, 2017 by agreement of the parties (Article 77 of the Labor Code).

Ivanov Ivan Petrovich (signature)

Who is signing?

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 may be the chief accountant.

Is it possible to revoke this document?

Possibly within a month. But only until the dismissal order is 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 already made in the work book of the dismissed person and a notification is submitted to tax authority.

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

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

Dismissal of the CEO 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 February 8, 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 in the name of:

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

The decision to terminate the employment relationship with the general director of the legal entity is made at an extraordinary meeting of the LLC participants, which the resigning head himself is authorized to initiate (paragraphs 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 quit at least 1 month in advance (Article 280 of the Labor Code of the Russian Federation of December 30, 2001 No. 197-FZ).

At the same time, this period is set 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 06.03.2013 No. PG / 1063-6-1).

If the letter of resignation is sent by mail, then the date of notification of the employer is the date of receipt of the letter by him (a note about this will be in the notice of delivery), and not the date of its sending (see the appeal ruling of the Belgorod Regional Court dated 06/26/2012 in case No. 33- 1744).

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

The procedure for carrying out the procedure for the dismissal of the general director at his own request

The standard order is as follows:

1. Notice to LLC members:
   • Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a description of the attachment and receipt notices (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this one seems to be one of the most reliable and simple.
   • The notice must indicate the date, time and address of the meeting, the agenda (in this case dismissal of the general director of the organization, but at the same time the question of appointing a new head may also be included). Copies of the CEO's voluntary resignation must also be attached to the notice.
   • The mailing of the mentioned letters must be made to the addresses of all participants in the LLC. 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, notifications must be sent to each of them.
2. Holding a meeting of LLC members. Based on its results, a decision is made to dismiss the general director, which is recorded in the minutes.
3. Issuing an order to dismiss the general director of an LLC based on the minutes of the general meeting.
4. Making a settlement 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 application for dismissal

Taking into account what is stipulated 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.

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

The most common expression of bad faith actions on the part of the employer can be called ignoring by all participants of the LLC or one of them participation in an extraordinary general meeting, which may be expressed, among other things, in 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 prescribed month, it is recommended that the head of the LLC who wants to quit, apply to the court to challenge the inaction of the founder (founders) and demand the dismissal of his own free will. 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 of 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 of dismissal has passed, the employee is entitled to terminate the performance of his labor functions, regardless of whether the employer complies with the regulations for terminating the employment contract or not.

At the same time, as a proper confirmation of the will of the employee, it can be recognized statement of claim of the appropriate content, handed over to one of the founders (see the appeal ruling of the Perm Regional Court dated August 05, 2013 in case No. 33-7154).

Notification of tax and non-budgetary funds about the dismissal of the director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about a change 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 such changes were made (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 the form R14001, approved by order of the Federal Tax Service of Russia dated 01.25.2012 No. ММВ-7-6 / [email protected]

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 an LLC has been appointed, a message should be sent to the tax office about the termination of the powers of a particular individual (see sheet K of Appendix 6 to order No. ММВ-7-6 / [email protected]).

Based on practice, the tax authorities are extremely rarely ready to accept from the resigned head of the organization an application 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 declaring invalid ...” 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 bodies to exclude from the Unified State Register of Legal Entities information about the former general director of the organization at his request. They proceed from the fact that the impossibility of submitting an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy the legal claim of a person (for example, the decision of the 19th AAS dated 02.03.2016 in case No. A36-4738 / 2015).

Duty to notify off-budget funds, Rosstat and other government agencies in the order of interdepartmental cooperation is assigned to the Federal Tax Service.

Sample letter to resign CEO

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

The application for the 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 may be the founder, general meeting of participants, etc.);
• position, surname, name, patronymic of the applicant;
• a request for the dismissal of the applicant from his position, indicating the specific date of dismissal;
• date of application;
• Signature of the applicant with transcript.

The date the director retired. Actions to be taken before it occurs.

The last day of work of the CEO can 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 countdown is taken from the day following the day the employer was notified of the upcoming dismissal.
• Another date determined by agreement of the parties.

Note! If the participants / the sole participant of the LLC decide to dismiss the director before the 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 decision of the owner will be the basis for dismissal. In accordance with Art. 278 of the Labor Code of the Russian Federation in this case, compensation is paid to the director.

The resigning director must:

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

Sample letter of resignation for CEO

The order to dismiss any employee is signed by the head of the legal entity-employer. 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 the sole executive agency coincide in one person, the general director signs the order on his own dismissal himself (see the letter of Rostrud dated 11.03.2009 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 by him 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 to dismiss the general director, they use the unified form T-8, approved by the Decree of the State Statistics Committee of the Russian Federation of 01/05/2004 No. 1. However, from 10/01/2013, this form has become optional (see the information of the Ministry of Finance of Russia "On entry into force ..." No. ПЗ- 10/2012). So the order can be issued in free form.

The order to dismiss the CEO (in a unified form) can be downloaded below:

Making an entry in the work book

Makes an entry about the dismissal in the work book, as a rule, an authorized person for this (HR inspector). In the absence of such an entry may be made by the director himself. In any case, it is necessary to comply with the requirements of the instructions for filling out work books, approved. Decree of the Ministry of Labor of Russia dated 10.10.2003 No. 69.

The entry should look like this:

Note! Abbreviations are not allowed when making an entry.

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

Dismissal of the CEO by decision of the founder

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

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

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

Important! The dismissed employee has the right to appeal in court the motives for his own dismissal, presented by the founder, since the rather abstract wording of the norm of 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 01.11.2007 No. 56-B07-15).

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

Terminate the employment relationship with the CEO 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 norms. The Plenum of the Supreme Court of the Russian Federation, in its resolution of March 17, 2004 No. 2, explains that the persons indicated in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on such a basis, including when it is established that they have committed theft, taking a bribe or other illegal actions of a mercenary nature, even if they were not related to their work (paragraph 45 of resolution No. 2).

Thus, the dismissal of the general director at his own request involves notifying 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 in the LLC. The CEO is authorized to sign his own dismissal order.

Dismissing a CEO is a simple task, but full of nuances. To solve it, you should familiarize yourself with the provisions of the legislation of the Russian Federation, which provided for several dismissal algorithms. Moreover, practice determines in each case its sequence of actions. Let's consider the types of dismissal of the CEO from filing an application to the final cash settlement and find out why it is beneficial to dismiss the head of one's own free will.

The dismissal procedure begins with the filing of the current gene. the director of an application addressed to the owner or a group of founders, which expresses his intention to terminate the employment contract (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 co-founders of the organization

All interested parties will be notified of the date and place of the meeting. It is recommended that the CEO describe the reason for the event on the envelope itself. Subsequently, this will be proved by the fact that the recipient is familiar with the invitation to a particular 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 notice, it is worth sending registered letters to the meeting participants. These letters include meeting notice and resignation forms. So the general director planning to quit in one month will fulfill all the requirements of articles 77, 81, 83 of the Labor Code of the Russian Federation. The charter of the organization may provide for other ways to notify the participants of the meeting, they should also be used.

The procedure for compiling the minutes of the meeting of the company

For acceptance common solution members of the society may resort to voting. If there is only one founder in the organization, then the protocol is not drawn up, but the decision of the founder is drawn up. The minutes of the meeting of owners and the decision of the founder may simultaneously contain several accepted points: the dismissal of the current general director and the appointment of a new head 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. An entry is made in the work book about the dismissal of one's own free will, indicating the details decision.

Who will sign the order to dismiss the head

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

The new CEO approves the dismissal order. If there is none 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 head to the tax authority at the place of registration of the organization (within 3 days).
• Notification of counterparties about the change of the general director in the organization (servicing bank, bodies of the social protection fund, statistics bodies).

Applying

The General Director draws up an application according to a standard model, be sure to put the date and his signature.

Sample letter of resignation letter for CEO

Issuance of an order for dismissal of one's own free will

The order to dismiss the general director is issued in the form T-8.

Sample letter of resignation at the discretion of the CEO

If there is only one founder, then instead of an order to dismiss, a decision is allowed.

What other actions to take in the event of the dismissal of the gene. directors

The dismissal of the CEO poses additional challenges for the founders. The main issue is financial. How conscientiously the CEO did business - this will have to be checked as soon as possible.

Signs of possible bankruptcy of the enterprise

Any organization has a debt to counterparties. To what extent the debts are justified, whether the total debt threatens the further activities of the organization, whether there is a question of bankruptcy - these questions will have to be answered by the CEO before the moment of dismissal.

If the question of the legitimacy of debts is not resolved before the moment of dismissal, then it will have to be decided by the new leader. If the resigning CEO committed unlawful acts that adversely affected material well-being organization, the founder has the right to file a lawsuit.

Inventory of property and obligations at the initiative of the employer

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

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

Inventory Form

Making an entry in the workbook

The general director has the right to independently make an entry in the work book about his own dismissal. The charter of the organization may provide for other ways to make an entry, in which case you need to follow them.

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 the work book upon dismissal of one's own free will.

Voluntary dismissal of CEO

Retirement payouts

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

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

All these payments go to the cards - the CEO's account is not late afternoon layoffs. The delay in the final settlement threatens the organization with trouble (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 CEO's vacation is at least 28 calendar days. The law does not limit the number of vacation days in excess of 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.

Wage payments are calculated according to a special formula.

Non-standard situations

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

• A letter of resignation is filed. An appropriate order is issued, and an entry is made in the work book about dismissal of one's own free will.
• The owner makes a decision according to which he removes the powers of the general director. The basis for entry in the work book is Article 278, Clause 2 of the Labor Code of the Russian Federation. At the same time, a reference is made to the decision and the law. If the CEO independently resigns by his own decision as the sole founder, then he is entitled to a cash payment (at least three times average salary). Therefore, the first method is more popular.

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

• A meeting of founders is convened at the initiative of either party. The agenda of the meeting is the transfer of all cases to one of the founders. A deed of transfer is required.

The general director notified all participants of the meeting about the dismissal. For some reason, a corresponding decision was not made after a month.

• On the basis of Article 80 of the Labor Code of the Russian Federation, the resigning general director may independently withdraw from his official powers. At the same time, an entry is made in the work book independently (Decree of the Government of the Russian Federation No. 225 dated April 16, 2003, as amended and supplemented). The entry in the work book in this case remains the usual: “Fired of his own free will, on the basis of Art. 77 of the Labor Code of the Russian Federation.
• Surrender everything cash from the cash desk of the organization to the servicing bank.
• If possible, pay off all the debts of the organization.
• Do not enter into new important contracts with contractors on the eve of dismissal.
• Notify the manager of the servicing bank about the dismissal from a certain date. The manager is obliged to temporarily block the organization's current account so that no one can make financial transactions until the appointment of a new CEO.
• Notify government regulatory authorities, to which reports are usually provided, of the dismissal. Thus, the CEO will protect himself from liability if the report is not submitted on time immediately after the dismissal. The notice must be provided by registered mail with a notice or delivered in person and registered at the secretary's office.

It's impossible to convey everything Required documents new CEO.

• Consider depositing documents with a notary for a fee.
• Conclude an agreement with archival services city ​​on the placement of the document for storage. At the same time, it is imperative to provide for the possibility of transferring documents at the request of the organization.
• Self-responsible storage.

Dismissal of the CEO 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 negotiated 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

• Filing 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 to draw up minutes of the meeting.
• Making 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 by one of the parties with the obligatory consent of the other party.
• Dismissal order by agreement of the parties (unified form T-8).
• Order to the accounting department for payment of all due payments.
• Entry in the workbook.
• Mandatory notification of all counterparties (tax authority within three days).

It is impossible to unilaterally cancel the formalized termination of labor relations by agreement of the parties.

Termination of employment agreement

The agreement between the CEO and the employer is made as a result of negotiations. The very name of the document implies that the parties must come to an agreement. It is possible that each side will have Additional requirements to the opponent. These conditions must be written into the agreement. For example, the CEO will not require an additional payment for agreeing to quit, and the founders in return will not involve the CEO in paying possible material damage.

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

What are the benefits for each side?

For the employer:

• reinstatement of the CEO after dismissal is excluded;
• no clearance required additional notices: to the employer - about the reduction, to the employee - about the desire to quit;
• the ability to dismiss the CEO even during disability due to illness, as well as during vacation;
• if the new CEO is interested in the reason for the dismissal of the previous CEO, then the dismissal by agreement of the parties sounds quite loyal;
• the payment of severance pay removes the issue of documentary red tape for processing the dismissal or reduction of an employee (the so-called payoff);
• no additional notification of trade union organizations is required.

For the CEO:

• dismissal occurs as quickly as possible;
• it is not required to send notifications to all interested parties, the whole process goes smoothly;
• receiving severance pay, the amount of which is additionally negotiated (Article 178 of the Labor Code of the Russian Federation);
• within thirty days from the date of dismissal, the dismissed employee has a seniority;
• the employment center provides for increased payments (as opposed to dismissal of one's own free will).

We are preparing a dismissal order by agreement of the parties

To issue an order to dismiss the general director, a protocol of the meeting of owners is drawn up. If there is only one owner, then a decision is made. The result of the voting is recorded in 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 from himself. The reason for dismissal and a link to the accompanying documents (meeting of the company, decision of the founder) must be indicated.

Sample execution of an order for the dismissal of the general director by agreement of the parties

Other documents

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

1. A certificate confirming the amount of income from which income tax has been paid (Form 2-NDFL);
2. Certificate of income for the calculation of benefits.
3. Employment book with correct entries.

The general director has the right to demand copies of orders that relate to his direct appointment to a position, on relocation, dismissal, and so on.

Entry in the work book upon dismissal

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

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

Employee's personal card: unified form No. T-2, approved by the Decree of the State Statistics Committee of Russia dated 01/05/2004 No. 1. Relevant in 2016.

final settlement

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

General manager - salaried 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. Alternatively, it is permissible to issue a dismissal order, which the CEO will familiarize himself with under his signature.

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

At the final settlement, the following payments are due:

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

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

• weekends and holidays;
• accrued financial assistance, 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 labor relations with the CEO discussed in the article will help the specialist resolve all issues related to the preparation of the necessary documents.