How is the decision (minutes of the meeting) of the founders on the appointment of a director drawn up?
Art. 40 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ, establishes the rule according to which the sole executive body (director, general director, president, etc.) of the organization is elected exclusively by the general meeting of participants.
There are 2 exceptions:
- in a society the only participant;
- the competence to make a decision on the appointment of a head is vested in the board of directors.
Based on the results of the meeting, a protocol is drawn up, which reflects its results. It is this document that must be submitted to the Federal Tax Service in order to enter data on the new director in the Unified State Register of Legal Entities.
FOR REFERENCE! The director may be appointed as one of the participants of the company, and another natural person.
The requirements for the content of the decision on the appointment of the general director are spelled out in paragraph 4 of Art. 182.1 of the Civil Code of the Russian Federation. The document must contain the following information:
- place, time and date of compilation;
- full name of the company;
- information about the meeting participants;
- data on voting results;
- information about the appointed director.
After the decision is made, the director concludes labor contract, it is issued to a new place in accordance with the requirements of the Labor Code of the Russian Federation. The director must also be paid a salary, despite the fact that he may receive dividends as a member (if any).
FOR REFERENCE! In order to submit information to the Federal Tax Service about the change of director, it is necessary to draw up an application in the form P14001, which must be certified by a notary (in fact, the signature of the new manager is certified, since he will already put it in the Federal Tax Service). The decision of the founders does not need to be certified separately.
A sample decision of the founders on the appointment of a director can be downloaded from the link below:
Don't know your rights?
It is not always necessary to general meeting participants. When there is only one founder in a company, he has the right to appoint another person or himself as a director alone (Article 39 of the Federal Law No. 14). To do this, he needs to draw up in writing a decision on the appointment of a director, which will indicate information on the assignment of duties to a specific person.
The legislator does not approve a sample document, but it must contain the following information:
- date and place of compilation;
- information about the founder;
- an indication of his individuality;
- company name;
- information about the ownership of 100% shares in the authorized capital;
- a decision to appoint a specific person as a director;
- signature and its transcript.
A sample decision of the sole founder on the appointment of a director can be downloaded from the link below:
Despite the fact that the sole founder of the company appoints himself as its director, in accordance with the requirements labor law he is obliged to conclude an employment contract with himself and pay himself a salary (even taking into account the fact that he receives dividends). Otherwise, he will be liable under Art. 5.27 of the Code of Administrative Offenses of the Russian Federation.
Thus, the decision on the appointment of a director can be made both by the general meeting of the LLC, and individually (if there is only one participant in the LLC). The document is drawn up in writing and signed by all participants of the meeting or the founder.
The general director of a limited liability company (may also be referred to as a director, president, etc.) is the sole executive body of the company, which (paragraphs 1.3 of article 40 of Federal Law No. 14-FZ of 08.02.1998):
- acts on behalf of the company without a power of attorney, incl. represents his interests and makes transactions;
- issues powers of attorney for the right of representation on behalf of the company;
- issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary action;
- exercise other powers.
The director of the LLC is elected by the general meeting of the company's participants.
The adoption of a decision by a meeting of participants in an LLC is documented in a written protocol (clause 3, article 181.2 of the Civil Code of the Russian Federation).
We will tell you about how to draw up a protocol on the change of the general director (sample 2018) in our consultation.
Protocol on the change of director of LLC
The decision of 2 or more LLC participants is drawn up in the minutes. If the participant in the company is the only one, then the decision to change the director of the LLC will be called “the decision of the sole participant”, and not the protocol.
Recall that the decision of the meeting of participants will be considered adopted if the majority of the participants in the meeting voted for it and at the same time at least 50% of the total number of participants in the LLC participated in the meeting (clause 1, article 181.2 of the Civil Code of the Russian Federation). At the same time, the decision of the meeting can be taken both in person and in absentia voting.
The protocol on the results of in-person voting must contain (Clause 4, Article 181.2 of the Civil Code of the Russian Federation):
- date, time and place of the meeting;
- information about the persons who took part in the meeting;
- results of voting on each item on the agenda;
- information about the persons who conducted the counting of votes;
- information about the persons who voted against the adoption of the decision of the meeting and demanded to make an entry about this in the minutes.
The protocol on the change of director, like all other protocols of the general meetings of the company's participants, is filed in the protocol book. It must be provided at any time to any member of the company for review (
The protocol on the appointment of the general director is necessary in cases where the enterprise has several founders. The head is elected at the general meeting of the owners of the organization. The procedure for this procedure is described in detail in Article 40 of the Law "On LLC".
How to draw up a protocol on the appointment of a director of an LLC: sample 2019
The document confirming the election of the head of the enterprise is drawn up in a free form. However, it will only be valid if it contains the following information:
- registration information about the LLC;
- data on the founders of the organization and the amount of their share in the authorized capital;
- title of the position of the head (director, general director);
- passport details of the chosen one and the term of office.
The minutes confirming the decision to appoint the general director may indicate with which of the founders new leader sign an employment contract. The next stage of the procedure is the issuance of an order for employment.
The CEO of an organization can be either one of its founders or employee. The procedure for making a decision is the same in any case.
Information about the head must be entered in the Unified State Register of Legal Entities. To do this, you must submit tax office an application in the form p14001, a sample protocol of the meeting of founders on the appointment of a director is not required.
The re-election of the general director, in accordance with the law "On LLC", is carried out in a similar way. The candidate is elected at the general meeting of the founders, and information about him is entered into the Unified State Register of Legal Entities.
We invite you to familiarize yourself with the sample protocol on the appointment of the director of an LLC that is current for 2019, and also download finished document by filling out the template.
On this page of our site you will find templates for such documents as the Minutes of the meeting of the founders of a limited liability company, the decision of the sole participant of the company, the Minutes of the meeting of shareholders joint-stock company etc., which will help you in preparing the relevant documents in your particular case*. For example, if you need to pay dividends, the founders of your company must convene a meeting, before which a draft Minutes of the meeting of founders must be prepared, in which the decision of the founders must be indicated even before the meeting (as a rule, in 95% of cases it is known in advance). In this case, you, as well as possible, will suit the corresponding sample of the document presented below. Other documents presented here will be useful to you in other cases. If you have not found a suitable template for you, just contact us and our lawyers will prepare it for you:
Protocols
A document drawn up by the founders when appointing / changing the head of your company. It is issued only in the case when there are more than one person in the founders.
Minutes of the meeting of the founders of an LLC on the payment of dividends - a document drawn up by the founders of the company when deciding on the payment of dividends based on the results of work for a quarter or for a year
Solutions
The document being drawn up sole member when appointing / changing the director of your company. It is issued only in the case when there is one person among the founders.
General orders
A document issued when a new director takes office or "updates" the powers of an old director. ATTENTION: if you are not yet our client and you are so unlucky that your company has Chief Accountant- just delete unnecessary items.
- is issued if the director does not have the opportunity to sign invoices, invoices, invoices, acts of work performed, etc.
MINUTES #____
General (extraordinary) meeting of Participants
Limited liability companies
|
Location of the Company: Venue of the General (Extraordinary) Meeting of Members of the Company: Date of the General (extraordinary) meeting of the Members of the Company: Date of drawing up the Minutes of the General (extraordinary) meeting of the Members of the Company: Registration start time: Opening time of the General (extraordinary) meeting of the Members of the Company: Closing time of the General (extraordinary) meeting of the Members of the Company: Form of holding the General (extraordinary) meeting of the Members of the Company: |
______________________________________ _______________________________________ "_____" June 200____ "_____" June 200____ 09.30 hours 10.00 hours 10.00 hours 10.30 am 10.30 am joint presence show of hands |
Members of the Society present:
Individuals:
1. Ivanov Ivan Ivanovich passport _____________, issued by ____________________., subdivision code ___________, registered at the address: _______________________________, owning _____% of the authorized capital.
2. Petrov Petr Petrovich passport _____________, issued by ____________________., subdivision code ___________, registered at the address: _______________________________, owning _____% of the authorized capital.
Quorum 100% present
Invited:
1. General Director of ROMASHKA LLC Sidorov Sidr Sidorovich
2. Vasiliev Vasily Vasilievich
Agenda:
1. Election of the Chairman and Secretary of the General (extraordinary) meeting of the Members of the Company.
2. Release from office Director General OOO "ROMASHKA" Sidorova Sidor Sidorovich.
3. Appointment of Vasily Vasilyevich Vasiliev to the position of the General Director of ROMASHKA LLC.
4. Making changes that are not related to making changes to founding documents of the Company, in connection with the change of the General Director.
On the first item on the agenda
Ivanov I.I. and proposed to elect Petrov P.P. as the Chairman of the General (extraordinary) meeting of the Participants, and Ivanov I.I.
"For" - unanimously
Decision is made.
On the second item on the agenda
The Chairman of the General (Extraordinary) Meeting of the Members of the Company Petrov P.P. with a proposal to dismiss Sidorov S.S., General Director of ROMASHKA LLC, from his post.
"For" - unanimously.
Decision is made.
On the third item on the agenda
The Chairman of the General (Extraordinary) Meeting of the Members of the Company Petrov P.P. with a proposal to appoint Vasiliev V.V. to the position of the General Director of ROMASHKA LLC.
"For" - unanimously
Decision is made.
On the fourth item on the agenda
The Chairman of the General (Extraordinary) Meeting of the Members of the Company Petrov P.P. with a proposal to make changes not related to making changes to the constituent documents of the Company in connection with the change of the General Director.
"For" - unanimously
Decision is made.
Decisions taken:
For question #1:
To elect Petrov P.P. as the Chairman of the General (extraordinary) meeting of the Company's Members, to elect Ivanov I.I. as the Secretary of the General (extraordinary) meeting of the Company's Members.
For question #2:
To release S.S. Sidorov, General Director of ROMASHKA LLC, from his post.
For question #3:
To appoint V.V. Vasiliev to the position of the General Director of ROMASHKA LLC.
For question #4:
Make changes not related to making changes to the constituent documents of the Company in connection with the change of the General Director.
Chairman of the General (extraordinary)
Meeting of the Members of the Company ________________ / Petrov P.P./
Secretary of the General (extraordinary)
Meeting of the Members of the Company ________________ / Ivanov I.I./
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