The decision of the sole founder to appoint himself as a director. The decision to appoint the general director of an LLC is a sample. Decision on the appointment of a director

A decision was made to create a company. Now you need to appoint a manager new organization. Since the company has several founders, a protocol is needed general meeting participants on the appointment of a director of the LLC. Our specialists have prepared a completed 2019 sample especially for portal readers.

If there are several founders, a protocol is needed

The head of the organization is appointed by the owners of the company. If there is only one founder, then the appointment of a director to the position is formalized by a decision on the appointment general director.

If there are several co-founders, then a protocol of the general meeting of participants on the appointment of a general director is needed (Article 63, paragraph 3 of Article 69 Federal Law dated December 26, 1995 No. 208-FZ, art. 37 and paragraph 1 of Art. 40 of the Federal Law of 02/08/1998 No. 14-FZ). When drawing up the protocol, it is necessary to indicate the period for which the employment contract is concluded. Please note that the maximum duration of action employment contract with the director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).

When drawing up the protocol, it is necessary to decide which of the company participants will sign an employment contract with the general director and reflect this information in the text of the protocol.

Our experts have prepared a completed form especially for readers of the portal.

After the protocol we sign the agreement

The director of the enterprise, despite his special role in the life of the organization, is employee and operates within the framework of the employment contract (Article 40 of the Federal Law dated 02/08/1998 No. 14-FZ, Article 69 of the Federal Law dated 12/26/1995 No. 208-FZ).

An employment contract with a director can be drawn up in any form, including everything necessary information, conditions and guarantees provided for by current legislation (Chapter 10.11 of the Labor Code of the Russian Federation). A written form of the agreement is required (Article 67 of the Labor Code of the Russian Federation). You need to print two copies:

for organization;
for the employee.

On the employer's copy, the general director must sign for receipt of his copy.

Since 2017, organizations can use the form of a standard employment contract, approved by Decree of the Government of the Russian Federation of August 27, 2016 No. 858. If the employer is a micro-enterprise, then the use of this form will avoid developing local regulations, provided that all the necessary information is specified in the standard contract.

Art. 40 of the Law “On Companies with limited liability» dated 02/08/1998 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:

the only participant in society;
The competence to decide on the appointment of a manager 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 to enter data about the new director in the Unified State Register of Legal Entities.

FOR REFERENCE! Either one of the company's participants or another individual can be appointed as a director.

The requirements for the content of the decision on the appointment of the general director are specified 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 meeting participants;
data on voting results;
information about the appointed director.

After making a decision, an employment contract is concluded with the director, and it is registered for a new position in accordance with the requirements of the Labor Code of the Russian Federation. The director must also be paid a salary, although he may receive dividends as a member (if he is one).

FOR REFERENCE! In order to submit information to the Federal Tax Service about a change of director, it is necessary to draw up an application in form P14001, which must be certified by a notary (in fact, the signature of the new manager is certified, since he will already sign it to the Federal Tax Service).

The founders’ decision does not need to be separately certified.

A sample resolution of the founders on the appointment of a director can be downloaded from the link below:

The procedure for making a decision of the sole founder on appointment to the position of General Director

It is not always necessary to hold a general meeting of participants. When there is only one founder in a company, he has the right to appoint another person or himself as a director (Art.

39 Federal Law No. 14). To do this, he needs to draw up a written decision on the appointment of a director, which will indicate information about the assignment of responsibilities to a specific person.

The legislator does not approve the sample document, but it must contain the following information:

date and place of compilation;
information about the founder;
an indication of his individuality;
name of the company;
information about ownership of 100% shares in the authorized capital;
appointment decision specific person director;
signature and its decoding.

Sample solution sole founder the appointment of the 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 legislation 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 held liable under Art.

5.27 Code of Administrative Offenses of the Russian Federation.

Thus, the decision to appoint a director can be made either by the general meeting of the LLC or individually (if the LLC has only one participant). The document is drawn up in writing and signed by all participants of the meeting or the founder.

In order to register a legal entity as part of a package of documents for registration with the tax authorities in mandatory the founder's decision to create this legal entity and the appointment of the head of the organization, if the founder of the legal entity in singular. If a legal entity creates several persons (individuals or legal entities), then a constituent agreement is concluded.

For your reference, here is standard sample founder's decision No. 1 on the creation of a limited liability company.

Solution No. 1.

Place of compilation_________________ (date)__________

I, full name, identification document series ______ No._________________ issued (date) by ______________________ department code (if any)_______ - ________, address permanent place residence:__________________________________________________________ Guided by current legislation, I decide:

1 Establish (full name of the Company)______________________________

2 Approve the full corporate name of: Company: Limited Liability Company "______________________".

3 Approve the abbreviated corporate name: LLC "______________________".

4 Form an authorized capital in the amount of _________________ (___________________________________________) rubles. At the moment state registration the company participant pays at least 50% of the cost authorized capital by depositing ____________________ (specify property or cash). The participant pays the outstanding part of the contribution within a year from the date of state registration of the Company

5 The Charter of ______________________ (name of the Company) shall be approved.

6 The following person is elected to the position of __________________________ (indicate the name of the manager’s position) of the Company:

Full name, identification document series ______ No._________________ issued (date) by ______________________ department code (if any)_______ - ________, permanent residence address:________________________________________________________

Full name (signature)

Appointment decision! We need a sample “decision on the appointment of a general director” if there is one founder! Help!

Valery Tagaev Enlightened (22820) 1 year ago

Here approximate sample. But all this is on the Internet.

Protocol

General meeting of participants of LLC "_________________"

_____________ "_____" ____________ 200__

Present:

Citizen of the Russian Federation _______________________, passport series ___________ number ________________, issued ______________ city Department of Internal Affairs _____________________________, department code ________________________, registered at the address: ________________________________________________

1. To elect to the position of the General Director of the Company __________________________, passport series ___________ number ________________, issued by ______________ city Department of Internal Affairs _____________________________, subdivision code ________________________, registered at the address: ________________________________________________ for a period of ____ years, from _________________________________.

2. Conclude an agreement with the General Director of the Company for a period of ________

__________________________ _______________

Tatyana L Thinker (5292) 1 year ago

DECISION N ___

the only participant

Limited Liability Companies

"Company"

Sole participant of the Limited Liability Company

- ______________________________________________________________________ -

(for an individual, the following must be indicated: full name, passport details, registration address for legal entities: date and registration number, registration authority, location, as well as full name of the manager or other person acting on behalf of the founder )

1. Appoint ___________________________________________________________________ to the position

(name of manager's position)

LLC "Company" Timofey Vladimirovich Petrov, passport: series 00 01

registered at the address: 123000, Moscow, st. Tverskaya, 1, apt. 1 - from March 25, 2010

Decision on the appointment of a director

Form of the Decision of the sole participant of the LLC on the appointment to the position of director (general director)

Solution #1

Sole Founder (Participant)

Limited Liability Company “___________”

Rostov-on-Don "__" __________ 20__

I, full name – Passport of a citizen of the Russian Federation series ____ No. ___________, issued ________________, ____________, registration number ______________, registered at the address: ______________________, decided:

1. Appoint to the position of General Director of the Company Full name – Passport of a citizen of the Russian Federation series ____ No. ___________, issued ________________, ____________, c/p ______________, registered at the address: ______________________, for a period of ___ years, according to the Charter.

Sole founder

LLC "_____________" ______________ Full name

To avoid having to correct mistakes, do everything right from the very beginning. And it will help you with this FREE consultation business lawyer! Just ask all your questions and receive a qualified answer in 10 minutes!

Protocol on the appointment of a director

Society with limited

responsibility _________

PROTOCOL

extraordinary general meeting of company participants

Chairman: _______

Present: Ivanov (passport ___________, issued by the _________ Department of Internal Affairs of the city of Shchelkovo-3, Moscow region. _____________ lives at the address: _____)

Petrov (passport __________, issued ______________ by the Department of Internal Affairs of the city of Moscow, lives at the address: ______________).

Agenda:

1. On the appointment of the director of the Company

1. LISTENED:

Ivanova. who proposed to appoint A.A. Sidorov as director.

We draw up an Order for the appointment of a director (download sample).

An order for the appointment of a director is an order for the main activity, it is drawn up by a higher body, a general meeting of participants or shareholders. If the founder of the company is singular, then he issues an order on the appointment of a director. In the article you can download a sample order for free in doc format.

The decision to select a person for the position of director (manager) is made at a general meeting of participants in an LLC or shareholders in joint stock company. Decision recorded in the Minutes of the General Meeting. If the founder is one person, then a decision of the sole participant is drawn up.

Only if there is a Protocol or a Decision, a single participant can be appointed to the position of director; this is formalized using an order.

A person from among the founders can be appointed to this position, including the sole participant who can appoint himself as a director. An outsider can also be accepted.

On a note! We also suggest downloading a sample order for the transfer of powers. about staff bonuses - download. about collection - download. on the appointment of a person responsible for labor protection - download.

Sample of an order for the appointment of a director

The order is drawn up in free form and can be used letterhead with company details.

The free form does not eliminate the need to indicate such mandatory details as the name of the document, its title (on appointment to the position of director or on taking up the position of director), date of execution, and place of preparation.

The order form is formed on the basis of the Minutes of the general meeting or the Decision of the sole founder; its name must be indicated as the reason for issuing the order. The number and date of the basis document are entered.

Full name is required individual, who is appointed to the position of director (general director, executive director).

In addition to indicating the full name, you must also indicate the date from which the person new position begins to perform his official duties.

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 02/08/1998 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:

the only participant in society;
The competence to decide on the appointment of a manager is vested in the board of directors.

FOR REFERENCE! Either one of the company's participants or another individual can be appointed as a director.

place, time and date of compilation;
full name of the company;
information about meeting participants;
data on voting results;
information about the appointed director.

A sample resolution 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 hold a general meeting of participants. When there is only one founder in a company, he has the right to appoint another person or himself as a director (Article 39 of Federal Law No. 14). To do this, he needs to draw up a written decision on the appointment of a director, which will indicate information about the assignment of responsibilities to a specific person.

The legislator does not approve the sample document, but it must contain the following information:

date and place of compilation;
information about the founder;
an indication of his individuality;
name of the company;
information about ownership of 100% shares in the authorized capital;
decision to appoint a specific person as a director;
signature and its decoding.

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, according to the requirements of labor legislation, 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 held liable under Art. 5.27 Code of Administrative Offenses of the Russian Federation.

According to current legislation, in a limited liability company there must be an executive body that carries out the current management of its activities. In practice, most often these are people holding the positions of director, general director, president, etc. The procedure for these appointments is regulated by special legal norms, and legal entities are obliged to comply with them.

Procedure for appointment to the position of director of an LLC

The Charter of any limited liability company contains a section dedicated to the sole executive body. This section sets out his rights and obligations to implement management functions, as well as the procedure for appointment to the position.

The appointment of a director of an LLC falls within the competence of the general meeting of company participants. Any person, including one from among the founders, can be appointed as a director. The nomination process and the final decision are recorded in . A director can only be appointed by a majority vote. The minutes of the meeting are the basis for entering information about the organization into the Unified State Register of Legal Entities, as well as concluding an employment contract with the person appointed to the position of director.

Advice: Most often, a person who is familiar to the business owners is appointed to the position of head of an LLC. But even such an acquaintance requires verification - in the register of disqualified persons and in the Unified State Register of Legal Entities. The presence of disqualification will be a serious obstacle to the appointment, since questions from the tax authorities in this case are guaranteed.

For limited liability companies with a single founder, a document is also required recording the appointment of a person, including the founder himself, to the position of director. Such a document is the decision of a single participant.

Sample decision of a single participant

The decision of the sole participant on the appointment of a director must contain the following sections:

Date, place and time of the decision;
Full name founder;
Indication of ownership of 100% of the company's shares;
Information about the LLC: name, INN, OGRN;
A clearly expressed decision on the appointment. For example, I decide to appoint a director of My Business LLC...;
Full name and passport details of the director;
Date the director took office;
Director's term of office;
Order to make appropriate changes to the Unified State Register of Legal Entities;
Founder's signature.

If the appointment of a director occurs at the time of creation of the LLC, then the decision on the appointment may be included as a separate paragraph in the decision on establishment. In other cases, a special decision is required. For example, it is often carried out by the entry and exit of participants and a change of director. In this case, the decision to change the director must contain the information specified above, as well as the decision to remove the current director from office. Moreover, the law does not contain requirements to indicate the reason for such a decision. But for a departing director, it sometimes makes sense that the sole participant's decision to change directors should include the reason for the dismissal. For example, if, under the terms of the employment contract, certain compensation upon dismissal is provided for the manager, such as an increased or one-time bonus upon dismissal by agreement of the parties. In such a situation, indicating the reason for dismissal in the decision is the basis for receiving appropriate bonuses.

The choice of the head of a legal entity is of serious importance. It is often easier for a business owner to find out than to select a worthy candidate. If the choice is made, then all formalities must be observed so that the director can work fully and such an appointment does not entail unnecessary problems.