Documents to the tax office when changing the head of the organization. How to change the director in an LLC: step by step instructions Applying for a change of director

The fact that the Unified State Register of Legal Entities contains, among other things, information about the address of the location of the organization, we talked about and described the procedure for making changes to the register when changing the legal address.

And how the change of the general director is registered in the tax office, we will tell in this material.

Change of director: deadlines for notifying the tax office

The general director of an LLC is the sole executive body of the company, which, without a power of attorney, acts on behalf of the organization, represents its interests and makes transactions (Article 40 of Federal Law No. 14-FZ of February 8, 1998).

Information about the general director (full name, passport details and TIN (if any)) is contained in the Unified State Register of Legal Entities (clause "l", clause 1, article 5 of the Federal Law of 08.08.2001 No. 129-FZ).

Therefore, if a new general director is appointed, it is necessary to submit information to the tax office about the change of director within 3 working days from the date of such a decision (clause 5, article 5 of Federal Law No. 129-FZ of 08.08.2001).

Please note that information about the general director does not apply to the information reflected in the Charter of the LLC, therefore, we are talking about making changes only to the Unified State Register of Legal Entities without adjusting the Charter (clause 2, article 12 of the Federal Law of 08.02.1998 No. 14-FZ).

Documents for changing the director of an LLC to the tax office

A notice of a change of director to the tax office must be made in the form of an application. The current legislation does not require other documents to be submitted for registration of a change of director (clause 2, article 17 of the Federal Law of 08.08.2001 No. 129-FZ).

An application to the tax office for a change of head is drawn up in the form No. P14001 "Application for amendments to the information about a legal entity contained in the Unified State Register of Legal Entities" (approved by Order of the Federal Tax Service of Russia dated 01.25.2012 No. ММВ-7-6 / [email protected]).

The applicant is already the new general director, his signature in the application must be notarized (paragraphs 1.2, 1.3 of article 9 of the Federal Law of 08.08.2001 No. 129-FZ, Letter of the Federal Tax Service of 08.19.2013 No. ND-3-14 / [email protected]).

In the application form No. P14001, you must fill out:

• title page;
• sheet K for the general director whose powers are terminated (in section 1, as the reason for entering information, put 2 “Termination of powers” ​​and fill out section 2 for the “old” general director, indicating the information contained in the Unified State Register of Legal Entities);
• sheet K for the new general director (in section 1, reason 1 “Assignment of powers” ​​is indicated and section 3 is filled in for the new head);
• sheet P for the new general director, who acts as the applicant.

The state duty is not charged when changing the general director.

Step-by-step instructions for changing the director of an LLC in 2020 consist of 4 steps: 1) making a decision; 2) filling out the form Р14001; 3) registration of changes in the Tax; 4) receipt of documents.

In almost every organization, sooner or later there is a change of leadership. For example, the CEO wanted to quit, or the co-owners of the business, dissatisfied with the work of the first person, decided this on their own initiative. If this happens for the first time in an organization, you need to know about the legal procedure in such a situation. Consider the step-by-step procedure for changing the CEO in an LLC (2020).

Re-election of the CEO in a multi-member company

The issue of changing the general director of a company may be under the jurisdiction of both the board of directors and the general meeting of participants - it all depends on the corporate structure of the legal entity (clause 2, part 2.1, article 32). But most companies have a simple structure of one or more co-founders, without a board of directors. Our step-by-step instructions are for such companies. The procedure consists of several steps:

1. making a decision by the participants of the LLC;
2. filling out the P14001 form and verifying the correctness of the signature;
3. submission of information to the registration authority;
4. receiving ready documents.

Now about the details of each stage of changing the general director of an LLC.

Step-by-step instructions for changing the director in an LLC 2020

Step 1: decision making by LLC participants

The founders of the company, in the order of the ordinary or extraordinary general meeting, must terminate the powers of the outgoing general director and appoint a new one. By virtue of par. 3 hours 8 art. 37 of the Federal Law "On LLC", a majority of votes is required to make these decisions. But the charter may contain increased criteria - 2/3 or ¾ votes, or a unanimous vote of the co-founders on the candidacy of the head.

It is necessary to take into account paragraph 3 of part 3 Art. 67.1 of the Civil Code of the Russian Federation: the decision of the participants must be confirmed by a notary. There is no exception for changing the general director in an LLC. Legal entities, as a rule, prescribe in the charter a refusal to participate in meetings of a notary and establish an easier way to confirm the fact of a decision: the signatures of all those present in the protocol, the signature of the sole founder in the decision, etc. If you have not found such a clause, then you will have to invite a notary to the general meeting of founders.

Step 2: filling out the P14001 form and verifying the validity of the signature

You need to fill out the application form P14001, which is signed by the newly appointed CEO. You can download the form at the end of the article. You can find step-by-step instructions for completing this form at order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/ [email protected] "On approval of the forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises" (section I - general requirements for registration and section VII - on the procedure for filling out form P14001). Sample form filling (prepared using the commercial version of ConsultantPlus)

1. On the title page, the full name of the LLC and its identification codes

2. Be sure to specify the correct reason code for changing information:

4. The most important sheet "K" contains information about the old and new head of the organization. In addition to his last name, first name and patronymic, passport data, place of registration and actual residence, date and place of birth should be indicated. The entire sheet has two pages.

The final sheet "P" is intended for the applicant's receipt and the notary's mark on the certification of data. It is filled in by the new head of the LLC.

Then the newly elected leader with a passport must come to the notary to certify the signature in the application P14001, submitting a package of documents of the legal entity:

• protocol or order on the appointment of the general director;
• company charter;
• certificate of assignment of OGRN

Step 3: submission of information to the registration authority

The procedure for registering changes in the Unified State Register of Legal Entities obliges to submit information to the tax office no later than 3 working days from the date of drawing up the protocol on the change of the general director (part 5 of article 5). It is necessary to apply to the Federal Tax Service at the place of registration of a legal entity.

The change procedure provides for the submission of the following documents (clause 38 of the “Methodological recommendations for the performance of certain types of notarial acts”, approved by by order of the Ministry of Justice of the Russian Federation of March 15, 2000 No. 91):

• an application in the form P14001 with a notarized signature of the new general director;
• a notarized power of attorney for a representative (if it is not the head himself who applies to the tax office, but another person), or a notarized copy of it (paragraph 2, clause 1.4, article 9 of FZ-129).

Step 4: getting ready documents

The term for entering into the Unified State Register of Legal Entities information on the change of the general director of the organization is 5 working days (part 1 of article 8, part 3 of article 18 of Federal Law-129). From January 1, 2020, confirmation of changes in the register of legal entities is the entry sheet of the Unified State Register of Legal Entities in the form No. P50007. This sheet can be obtained by the General Director or his representative by notarized power of attorney. Until these changes are made to the Unified State Register of Legal Entities, the old director is valid for all state, including the judiciary, and continues to be liable under the law.

Change of director in an LLC with a single founder

For companies with a single founder, changing the general director to an LLC is somewhat easier: there is no need to hold a general meeting. Instead of the minutes of the general meeting, the sole founder of the LLC signs a decision on the re-election of the head of the legal entity. It is not required to certify the decision of the sole founder with a notary, and it does not matter what is indicated in the charter on this matter (clause 1.3. of the letter of the Federal Tax Service of Russia dated December 28, 2016 No. GD-4-14 / [email protected]).

Almost every company in the course of its business activities is faced with such a question as the dismissal of a director and the hiring of a new one. Despite the fact that the procedure for dismissing and hiring a director is practically the same as hiring an ordinary employee, the head is the sole executive body and the change must be reported to the tax authority. Moreover, this must be done within the time period established by law, otherwise a fine will be imposed on the company. In the article, we will consider the procedure for changing the director in the tax office and what documents will be required for this.

Why notify the tax office about the change of director

Important! The director is the sole executive body, which has the right to act on behalf of the company, as well as in its interests.

The procedure for registering a change of director in an LLC

Important! If the head of the company changes, then it is important not to allow the company to have two directors at the same time. That is, the dismissal of the former director has not yet happened, but the contract has already been concluded with the new director. Just as the reverse situation is unacceptable: a new director has not yet been appointed, and the former one has already resigned.

When a director is changed, the procedure is as follows:

1. Preparation of the minutes of the general meeting of participants (decision of the founder, if there is only one participant) on the change of the head. The agenda items are as follows:

• termination of powers and termination of the labor agreement with the former director;
• election and conclusion of an employment agreement with a new director.

1. Dismissal of the former director, acceptance of the new director.
2. Prepare an application form P14001, certify it with a notary. In order to certify the P14001 form with a notary, you will need to have the following documents with you: TIN, PSRN, Charter, decision to change the director. Whether you need an extract from the Unified State Register of Legal Entities for this, you should find out from your notary, since some of them accept this document in electronic form, while others request information on their own. However, many notaries request a paper copy of the extract, so you should find out this issue in advance.
3. Make changes to the change of director in the Unified State Register of Legal Entities. This must be done within 3 working days from the date of the decision. To do this, you will need to submit an application P14001 and a certain list of documents to the tax authority. If you violate the specified deadline for submitting an application, then a fine of 5,000 rubles (14.25 of the Code of Administrative Offenses of the Russian Federation) will be imposed on the company.
4. Obtain a record sheet from the Unified State Register of Legal Entities, which will confirm the fact that the register has entered information about the change of director of the company. The period during which the director is changed is 5 working days (Law No. 129-FZ "On State Registration").
5. Send a notice to the bank about the change of head. The notification must be sent to the bank in which the LLC has a current account. The following documents are provided for this:

• Order on the appointment of a new leader;
• A card with sample signatures of the new director;
• Record sheet of the Unified State Register of Legal Entities;
• Protocol on the change of the head (decision of the founder).

Important! If the company's current account is connected to Internet banking, you will need to generate a new electronic key.

Change of director in the tax office: documents in 2020

If we turn to the regulations for the provision of public services for registering changes (Order of the Ministry of Finance No. 169n dated September 30, 2016, paragraph 22), then only application P14001 is indicated as the documents required for registering changes. But in practice, in addition to this document, you will also need to provide:

• Decision to change the director of the company;
• Order on the appointment of a new director of the LLC.

Important! The state duty for the state service for registering changes in the event of a change of director is not provided.

Documents are submitted to the tax authority where the company is registered. In large cities there are separate tax inspectorates that deal with registration. In Moscow, this is IFNS No. 46.

How to fill out the P14001 form in 2020

An application for a change of director is filled out in accordance with the form R14001 (approved by Order of the Federal Tax Service No. ММВ-7-6 / [email protected] dated 25.01.2012). This document has 51 sheets, which are filled out depending on the type of registered changes.

Rules for filling out the form:

• the document is filled out only in capital letters;
• the form is filled out manually in black ink, or on a computer (Courier New font, letter height 18p);
• Printing is done on one sheet only.

When changing the director in form 14001, the following sheets must be filled out:

• title page (it contains information about the LLC);
• K - 1 page, on which information is filled in on the former director;
• K - 1, 2 pages, on which information on the new director is filled;
• P - 4 pages, which indicate information about the applicant.

The numbering of all pages is through, starting with the title page. Only completed pages of the form are provided to the tax office. Form 51 is not required.

Who submits an application to the tax office for a change of director

Quite an important issue that worries companies when changing the head - who should sign the application, the former director or the new one? After all, the former director has already lost his powers, and the new one simply does not have them yet. Previously, there was such a practice when the application was signed by the former director, since it was he who was the person entered in the state register. However, today this state of affairs is recognized as invalid, since it does not comply with the law on societies.

The powers of the former director are considered terminated from the moment the decision to change the head by the company's participants is made. In this way, the new director must sign the application, and the former one no longer has any relation in society.

Important! The signature of the applicant on page 8 is affixed in the presence of a notary.

The act of acceptance and transfer of documents when changing the head

In the event of dismissal, the former head is obliged to transfer his affairs. The legislation does not establish requirements for the procedure for the transfer of cases by the former director, therefore organizations can approve it on their own and fix it in the local regulatory act of the LLC.

The execution of such a document is necessary first of all for the dismissed director. The act is signed by the former and the new director, and they can do this among themselves or in the presence of the owners of the company.

The decision to change the head if the company has one founder

If the LLC has a single founder, then instead of the minutes of the general meeting, it draws up a sole decision to change the general director. If the director is a hired person, and not the founder himself, then a simple dismissal procedure is carried out. If the sole founder is the director, then he is not entitled to compensation under the contract.

Change of director and founder

Quite often in an LLC, the director and founder are the same person. In the event that he quits, then some features should be taken into account.

Suppose that there are two participants in an LLC, one of which is the general director of the company and works under an employment contract. If he decides to resign from the position of director and leave the company and this is provided for in the charter, then this is not prohibited by law, since only one founder will remain in the LLC. To do this, at the general meeting of the company's participants, a decision is made to change the director, as well as the participant's withdrawal. This decision is documented in a protocol. After that, an application is drawn up in the form 14001, which simultaneously informs both the participant's withdrawal from the LLC and the change of the general director. To do this, appropriate application sheets are drawn up. An application to the tax office is submitted within 3 working days from the date of the decision (drawing up the minutes of the meeting of the company's participants). Further, the procedure for making changes and registration will not differ from a simple change of the director of the company.

• What grounds are necessary for the dismissal of the CEO.
• What steps need to be taken in order for the decision to be undeniable.
• What is the procedure for changing the general director of an LLC.
• Is it possible to change the general and founder at the same time.
• What difficulties might you encounter.

Many find instructions for change of CEO overly complex. Do not rush to conclusions. The main thing that should not be overlooked is the requirements for filling out the documentation, as well as consistently following the steps of the entire procedure.

Change of CEO: what grounds are needed

CEO change - a procedure fraught with significant difficulties for many employees of the organization, especially for those in leadership positions. Ideally, it may have no consequences, but it is no less likely to be followed by global changes, layoffs, reassignments, changes in the structure of the organization, and much more. Even if none of this happens, there will still be a need to correct a lot of documentation, which will require a significant investment of time and effort. It is also worth considering the need for the procedure for making an appropriate entry in the Unified State Register of Legal Entities.

There can be a huge number of reasons for the decision to change the CEO, ranging from dissatisfaction expressed by shareholders to simpler situations - for example, the desire of the person who held this position to change their place of work due to relocation or the emergence of more acceptable cooperation conditions for him.

However, by law, it is permissible to indicate in the documentation only one of the two reasons for changing CEO:

• a letter of resignation written by him personally, at his own request, submitted no later than a month before the expected day of dismissal;
• expiration of the employment contract.

This does not exhaust all possible options. For example, a CEO may die or become incapacitated due to health problems. However, within the framework of this article, more standard options will be considered.

• Dismissal of the CEO at his own request: the procedure for registration

Can you be fired in the near future: a checklist to check

6 reasons why CEOs are fired most often were considered by the editors of the magazine "General Director" and compiled a checklist based on them.

Check the boxes next to the items you agree with. Then click the button below the table and get the result and recommendations.

Grounds for dismissal of the CEO

1. Dismissal at will. In this case, we are talking about the personal initiative of the CEO, who, for some reason, decided to resign. He only needs to write a letter of resignation and notify the management in advance of his decision;
2. Dismissal at the initiative of the founders. The founders of the organization have the right to dismiss the CEO even without any objective reasons for this. There are some restrictions - for example, it is forbidden to dismiss this employee if he is on sick leave or on vacation. In addition, monetary compensation in the amount of three monthly salaries is provided;
3. Change of ownership of the organization's property. It is allowed to change the general director by decision of the owner, but this process takes a long time - three months;
4. Gross violation of the current legislation. The labor code stipulates that the general director of an organization can be dismissed if it is proved that by his actions he allowed or deliberately contributed to a violation of the current legislation. At the same time, there is no clear list of such violations, but only a qualitative characteristic - “gross”;
5. Causing great damage to the enterprise. According to the labor code, there is every reason to dismiss the CEO, if it is proved that by his actions he caused significant damage to the organization: both material and simply negatively affecting the health of employees;
6. Enterprise bankruptcy. If the organization is in a desperate financial situation, and the bankruptcy procedure has actually begun, then the position of the general director is abolished, and his place is taken by an externally appointed person or group of persons;
7. Liquidation of LLC. The legislation provides that in the event of the closure of an organization, its CEO is automatically dismissed;
8. Other reasons. The list of grounds for termination of the contract can be extended by any other situations, if they are provided for by the employment contract.

It is a common practice when the CEO is fired along with the rest of the employees. This does not take into account how successful the results of his activities in this position were.

How the decision to change the CEO is made: 5 key steps

For the correct implementation of the procedure for changing the general director within the organization, it is required to convene a constituent assembly in order to prepare a resolution on the termination by this person of the duties of the head.

In order to make a decision in accordance with the official procedure, it is required to issue meeting minutes. To confirm its authenticity, the seal of this organization and the signatures of the participants are required.

After signing the minutes by all participants of the meeting, it is necessary to fill out the form P14001, in which the applicant must be the new general director, or one of his predecessors. At the same stage, a form sheet is filled out - this is done in the name of the new leader.

The procedure will not be considered completed if one of the participants makes a mistake by indicating in the application information that in some way does not coincide with that contained in the Unified State Register of Legal Entities. This situation is possible intentionally, but most often it happens, for example, due to the fact that the former CEO changed the data in the passport, and this is not reflected in the relevant documents.

Then you should draw up an order for the dismissal of the general director of the organization. This document must contain one of the following: the number of the minutes of the meeting, the reasons why the person is being fired, his personal statement of voluntary resignation.

Upon completion of these procedures, the general director himself, or a person to whom the founders have given the necessary authority, signs the formed order.

All the steps described must be followed, even if the organization has only one founder, otherwise the decision will not have legislative force.

Outwardly, the procedure for changing the CEO resembles a regular dismissal, but differs in a number of nuances. The departure of an employee is not associated with any bureaucratic excesses, but the old leader will finally leave the organization only when appropriate changes are made to the Unified State Register of Legal Entities that are relevant to the current state of affairs. So in this case, you can not do without a state registrar.

In addition, the organization cannot officially continue without a person in the position of leader, so a new CEO should be appointed in advance. But this procedure may even simplify further actions, because now he himself has the authority to perform the necessary registrations.

However, this is not at all necessary. Nothing prevents the CEO from leaving his duties, and the decision of all legal issues to provide another person with sufficient competence and the appropriate position.

CEO speaking

Lev Gordon, General Director of the Aqua-Style group of companies, Moscow

A change in the CEO of a company is rarely due to working disagreements. Much more often in such situations, personal motives prevail. In reality, there are few people who would leave the place where they coped with their work duties, were familiar with everyone, knew all the nuances of doing business, received a stable income and where they invested a lot of effort for the success of the organization. No prospects, in fact, will lure you into someone else's company, in which it is still unknown how everything will turn out. As a rule, the main, and sometimes the only, reason for leaving is a disagreement with one of the owners.

The conflict between the CEO and the owner is what lies behind most of these layoffs. No organization would benefit from a change of person in such a high position. On the contrary, temporary disagreements are acceptable as they encourage lively discussion and compromise. Although there are situations when it is too late to look for common ground, and dismissal of one's own free will is the only possible solution.

Often the owners are quite dismissive about the change of the CEO of the company. It is widely believed among them that there are many professionals in their field - and this is really the case when you are trying to find a new similar position - the competition is huge. But this does not mean that any specialist will be able to prove himself in this place effectively. It is very difficult to find just such a person with whom you will not only find a relationship, but also remain satisfied with the results of his work within your organization.

Practitioner tells

Elena Malysheva, Attorney at Law, Managing Partner of the Law Office "Advokat-Alliance", Moscow

The procedure for the dismissal of the head is clearly spelled out in the legislation. No statute or treaty within the organization secures the ability to fundamentally regulate such relationships. In order to terminate the contract, the general director must notify the higher authorities in writing one month in advance. This procedure is provided for in Article 280 of the Labor Code of the Russian Federation.

Such a legislative framework can often confuse the owner, because the activities of the general director are often scheduled for many months in advance, and if you have a major meeting or business negotiations with one of the most influential partners, you will find yourself in confusion after the dismissal of the general director . When appointing an employee to his post, you are well aware that it will take a newcomer a lot of time to get used to his duties, and the selection of a suitable candidate should not be carried out in a hurry, since this responsible decision requires a deep analysis of the positive and negative sides.

The best compromise in this case will be the early establishment of the position of Deputy General Director and the appointment of a trustee, whose duties will include the performance of the duties of the head in his absence. Thus, you will prepare for the unexpected, and there will be a person in the state who is able to take on the burden of responsibility of a leading person.

• Disqualification of the head: grounds and examples from judicial practice

The procedure for changing the general director of an LLC: instructions

To date, simplified schemes have been developed for changing a leader in an organization.

Registration of changes in the register of legal entities is carried out in the following sequence:

• collection and execution of documents, drawing up the minutes of the meeting containing the decision to change the general director, filling out the P14001 form;
• submission of necessary documents to the relevant authority for registration;
• receipt of ready-made documents in the tax service;
• registration of a new bank card, taking into account the changes;
• generation of a new electronic key to access the account.

In the process of these procedures, the General Director is exempt from paying state fees in any amount.

Preparing documents for changing the CEO

The list of necessary information for changing the CEO is formed from the following documents:

• an application written in the form P14001;
• an extract from the Unified State Register of Legal Entities, made no earlier than five days in advance. For the speedy provision of such an extract, a procedure is provided for obtaining it by a notary using the Internet. However, this is not always practiced and not by everyone, so you should not rely on chance, but rather clarify this circumstance in advance;
• certificate of state registration of the organization;
• a document (minutes or decision) that confirms the authority of the general director;
• order on the entry of the general director into office;
• certificate of registration issued by the tax office;
• employment contract with the general director;
• CEO passport.

This list may vary depending on the circumstances and change over time. Do not rely on any available materials or electronic resources, but it is best to seek the advice of a notary.

Several stages of document preparation

Stage 1. In order to officially register the necessary information about the general director in the Unified State Register of Legal Entities, first of all, it is required to prepare the relevant documents.

As mentioned earlier, the organization holds a meeting where the prospects for changing the CEO are discussed. The finished protocol is signed by the participants. If there is only one founder, then he himself draws up the decision. From a legal point of view, this document is not mandatory, and there are no strict rules for submitting it to the appropriate authorities. Of course, it is always much better to play it safe and secure everything you need, but it is permissible and just to ask a local lawyer in advance about what exactly such a procedure requires in your area.

Stage 2. The next step is to submit an application to the tax office, written in the form P14001.

You should carefully fill out the application and double-check what is written, because, in the event of even the slightest mistake, it will not be accepted for consideration.

You don't have to use the whole form - it's not necessary. It is acceptable if you take the first three pages of this application and add to them: Sheet B from the old version of Form P14001, which contains information about the new leader, or Sheets H from the new version of this form, completed for the old director. In the second case, the new director should also be mentioned, please note that it is necessary to tick the boxes correctly: first of all, those that notify about the assignment of powers for him, and about their termination - for the predecessor.

As with filling out any other document, it is better for the applicant to avoid the appearance of empty fields in the P14001 form. If you have information that can be used to fill in, enter it, and if not, put dashes. This is justified from a security point of view, as it will insure you against a situation in which someone decides to add some information to this document.

Pay attention to the address. It is filled out only according to the standards established by the Russian Address Classifier.

Number the document, and only those sheets in which you entered some information. Empty, unfilled parts, you do not need - this, in this case, is extra paper.

Stage 3. With this document go to the notary. He will certify the sheets and sew them together. In no case do not do it yourself before visiting him - this is a mistake.

Stage 4. Please note that everything should be done fairly quickly, since the allowable period for applying for registration is three days from the moment the decision to change the CEO was approved. This date is indicated in the protocol, and try to keep to the established time frame, as the law provides for a fine for those who are even a day late. Today this amount is 5,000 rubles, but it may change in accordance with the emergence of new rules.

However, if you delay your visit to the notary, this does not mean that you are obliged to pay a fine, since, as mentioned earlier, there are no rules requiring that the minutes of the meeting or the decision of the founder be submitted to the registration authority. So there is every legal reason to consider the starting date as the one from which the three-day report begins - the moment of your visit to the notary, recorded by him on the P14001 form.

The procedure for submitting and receiving documents to the IFTS

There is no single rule that establishes the person who must act as an applicant. According to some sources, this role should be taken by the former CEO, and based on others, it is logical to conclude that this person is the new leader. However, you should not rely on freedom of choice, since each region can resolve this issue based on its own rules, so make sure to clarify such nuances in advance.

As an alternative, it is possible to contact a notary public, who himself will send electronically submitted documents for registration via the Internet. This will significantly reduce your efforts and time, but this service is provided only for an additional fee.

After you hand over the documents and finally fill out the application, you will be issued a receipt, which will contain information about the organization, the applicant, and list all the documentation that you provided.

Documents receiving

There are no strict rules as to who is eligible to receive the documents, which must be provided after six business days from the date of application. You can issue a power of attorney for any person.

As a rule, a specific day is assigned to you in advance, and the best solution is to pick up the documents at the specified time. Otherwise, they will be sent to the legal address, which can cause a lot of additional complications.

As a result of all these manipulations with documents, you will receive a certificate in your hands, which will contain information that the information you provided has been entered into the Unified State Register of Legal Entities. First of all, carefully study the document for errors. If they are found, then notify the head of the state registration documents department, inform him of the necessary corrections - everything must be redone in the coming week.

Bank notice

You do not need to notify all cooperating institutions about the change of the general director, but be sure to notify the bank where accounts are opened for your organization.

Necessary submit documents to the bank, which confirm that there has been a change in the CEO:

• certificate of the fact of making changes;
• extract from the Unified State Register of Legal Entities;
• decision or protocol on the fact of appointment of a new director;
• order for the new CEO to take office.

It happens that the policy of banks suggests that in order to ascertain the fact of the change of the general director, other documents and certificates are also required. Among what you may be asked to provide: the main state registration number, the charter of the organization, a certificate of assignment of a TIN to it. Given that each bank is independent of the others, you should ask its employees about the list of required documents.

The next stage is the certification of a bank card, on which the signature of the new general director is applied. For this procedure, you will again have to contact a notary, but often the banks themselves act as intermediaries in this operation, which saves you time.

Also, do not neglect the procedure for changing the key generated for a bank card, because, otherwise, the account is formally managed on behalf of the previous CEO.

Pitfalls when changing the CEO

When exactly does the term of office of the old general director come to an end, and when does the authority of the new leader arise?

It is necessary to have a clear understanding of the stage at which the powers of the old CEO end and when the new one fully assumes his duties. Failure to understand this issue can lead to serious problems in the activities of the organization.

At first glance, everything is quite simple. According to Article 84.1 of the Labor Code, the day on which the employee officially leaves is the last day of his performance of work duties and, accordingly, the possession of the powers related to the position.

Nevertheless, nuances are possible here, due to the existence of Article 274 of the Labor Code. Based on it, the change of the general director is officially made only on the day when the necessary entry is made in the Unified State Register of Legal Entities.

In this regard, there are several days, usually three, separating the official dismissal and entering information into the register. During this short period, the old director still has the right to exercise his powers, including signing documents, despite the fact that the contract with him has already ended. But the actions taken by the new CEO can be challenged, as they are not absolutely legally competent.

In addition, in the process of changing the CEO, there are several points that need to be considered.

Powers of attorney issued by the CEO

In the process of changing the CEO, special attention should be paid to the issue of available powers of attorney.

Case from practice. In the period preceding the entry of information into the Unified State Register of Legal Entities, the old general director issued a power of attorney in which he allowed a third party to conclude transactions on behalf of the organization.

Subsequently, when a new CEO took office, the organization suffered significant losses due to the fact that the person who received the power of attorney, using it, made a bad deal.

An attempt to win the case through the court did not bring positive results. It was established that the power of attorney was concluded by the former head, who at that time still retained authority, in connection with which the contract was concluded legally, and the claims against the defendant were unfounded.

No matter how amicably the ex-CEO was fired, you should never leave it to chance. Perhaps the former leader did not want to harm the organization, but simply turned out to be insufficiently prudent at some point. After his departure, a complete audit of the powers of attorney should be carried out according to the journal containing their lists. Any documents, the content of which even slightly confuses you, are subject to retraction.

The legislation does not establish a procedure for revoking a power of attorney. However, you can do it by mail. Send the person in whose name the power of attorney is issued a valuable letter containing an inventory of the attachment, with notification of the fact that the power of attorney has been revoked.

Signature on bank cards

Given that the personal signature on the bank card is changed at the last moment, there is still a risk that the not yet completely removed general director, before changes are made to the Unified State Register of Legal Entities, may use the account for his own needs. And although such a probability is fraught with a number of risks that are likely to keep him from such an act, it will still not be superfluous to insure in this case.

As soon as the board of founders decides to appoint a new CEO, he needs to inform the bank about this by sending them a copy of the document confirming his assumption of office. This is not a 100% guarantee of the security of your organization's funds, but if the case goes to court, the fact of such a notification may become the very argument that will tilt the decision in your favor.

It would not be superfluous to recall that the most effective solution to avoid complications in such business matters is to initially conclude an agreement that would take into account all the nuances, including those related to the dismissal procedure and the circumstances of taking office. A competent approach to the preparation of this document will save you a lot of time and effort.

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Change of CEO and founder at the same time

In practice, the cases described are likely for no more than 1/5 of organizations, since, often, the founder himself appoints himself to the position of CEO, which, of course, avoids many controversial situations.

If there are several participants, it is possible to exit or sell your share to others. The only exception is when there is only one founder, and then he cannot leave the organization until at least another participant enters it.

The change of the general director is a process, the competent and safe implementation of which requires the availability of relevant knowledge. You should not try to draw up all the necessary documentation on your own, especially if the only founder is replaced in your organization. You will have to face the procedure for introducing a new participant, as well as re-issuing the charter with the subsequent exit of the former leader. With such questions, it is better to contact qualified specialists who conduct registration.

In addition, it would not be out of place for the manager to know the specifics of changing the general director and founder while carrying out these procedures at the same time.

1. Such decisions are made only at the general meeting of participants and must be formalized using the minutes.
2. It is permissible to include information on the change of the general director and the withdrawal of the participant in the application in the form P14001.
3. The completed form, as well as the participant's application, must be submitted to the tax office no later than within the next three days.
4. In the event that the share of the withdrawing participant is subject to distribution, the execution of the corresponding protocol is required.

Otherwise, this process follows the standard procedures described above.

In 2016, new rules for changing the founder in an LLC began to operate

Now the notary is required to certify:

• statement of the participant about the fact of leaving the organization;
• the decision to increase the authorized capital, adopted by the general meeting of participants;
• the demand of the withdrawing participant to the remaining ones for the redemption of his share.
• an offer to purchase a share by the remaining participant.

Change of CEO: timing of entry into office

Given all of the above, we should again return to the already mentioned paradox associated with the change of the CEO. When, according to the law, he is endowed with his powers? We have already mentioned the fact of entering new information into the Unified State Register of Legal Entities. Indeed, from that moment it is impossible to challenge the powers of the new leader, while the new leader loses all his power. However, you should not assume that this is the very final point that you should be guided by. The fact is that there is no provision in the legislation that would say that documents of this kind come into force only after their state registration by the relevant authority. In this regard, the very decision to appoint a new CEO is a sufficient argument for him to take up a new position in all his powers.

As another argument in favor of this conclusion, one can cite the fact that the registration authority recognizes the powers of the head who has entered into his duties already when submitting an application in the form of form P14001, despite the fact that at that time the data on the changes had not yet been entered into the Unified State Register of Legal Entities.

It would not be out of place to recall that when entering new information in this register related to the change of the general director, it is necessary to submit an application, which must be signed by a person who has the authority to act on behalf of the organization - that is, the director.

It is noteworthy that the Unified State Register of Legal Entities does not distinguish between old and new directors, since the statuses of both at that time are already confirmed using applications in the form Р14001, a decision or a protocol that contains information about the change of the general director of the organization.

This observation gives every reason to assert that in the circumstances described, the new CEO is already considered from a legislative point of view as a leader with full powers, without any reservations and restrictions.