Application for resignation at the own request of the director of an LLC: how to write correctly and in how much time. Dismissal of the LLC director at his own request
Registration of termination of an employment contract with a manager at one’s own request begins with the submission of an application. It is the first step towards ending the working relationship, although it is not necessary.
The document assumes the following content:
indicates the legal entity with which the employment contract was concluded (founder or general meeting of participants);
the position and full name of the applicant are indicated in full, without abbreviations;
a text is written containing a request to terminate the employment contract with reference to the law;
the last day of work is indicated;
date of submission of the document, signature of the applicant with transcript.
Sample application for dismissal of the director of an LLC to the founders
The decision is made independently if the director is the sole founder of the company. Or it is discussed at a meeting of the organization’s owners. Let's consider each case in more detail.
If the director is the only founder of the LLC
In this case, the decision to resign from the powers of the LLC manager is made by him independently. In this case, it is not necessary to write a document requesting termination of the working relationship.
If the participant is the only one, and he is also the general director, then he, as a manager, issues a document on the termination of his activities, which he himself signs:
Sample decision to terminate activities
If the director is an employee
If the top manager is an employee, the owner of the organization deals with the issues of hiring him and terminating the working relationship with him. Therefore, the general director cannot independently issue an order to terminate the employment contract.
The manager must notify the owner of the company about his decision to leave his position using a written statement.
This must be done no less than a month before the last day of work in the company (Article 280 of the Labor Code of the Russian Federation).
In this situation, it is also possible to terminate the employment contract before the expiration of the notice period for dismissal (Part 2 of Article 80 of the Labor Code of the Russian Federation).
Then you need to notify the registration authority about the change of director of the organization.
If the director is one of the LLC participants
To whom does the general director write a letter of resignation in this case? The employer is the general meeting of participants-owners of the organization. Therefore, each participant must be notified in advance of an extraordinary general meeting at which the issue of termination of the manager’s work will be discussed. A request to terminate the working relationship of the general director is submitted to the chairman of the meeting.
Participants in the general meeting of the LLC do not have the right to refuse the general director to accept his application and subsequently terminate the working relationship.
The chairman, acting on behalf of the entire society, based on the decision of the meeting, as a sign of consent, puts a resolution on the form: “There are no objections.” Based on the results of the meeting, a protocol is drawn up, which indicates the last day of work of the general director and the name of the person who is elected to his position. The date for the new manager to take office is also determined. Based on the protocol, a dismissal order is issued and an entry is made in the work book.
The figure of the head of an organization, including an LLC, is so special that the employment, responsibility and dismissal of the general director of an LLC are dealt with separately in Chapter 43 of the Labor Code.
How and for what can you fire the CEO of an LLC?
The director is the only employee who is both self-employed and hires others. He is responsible for all processes in the enterprise, organizes them and controls their progress. And, despite the fair opinion that there are no irreplaceable workers, quickly finding a new manager is not so easy. Perhaps this is why, even if the director decided to leave the post on his own, Article 280 of the Labor Code of the Russian Federation increases the notice period for leaving almost twice as much as the requirements of Art. 80 TK for the rest of the team (up to a month).
Article 280 of the Labor Code of the Russian Federation requires the manager to notify 30 days in advance of his decision to resign.
The paradox of a sole leadership position is that when combining the roles of employer and hiree, the director cannot consider his notification duty fulfilled if he writes a statement in his own name. The law establishes that the director must notify the founders (owners) of the company about this; aspects are spelled out showing how the dismissal of the general director occurs. Unfortunately, the Labor Code of the Russian Federation does not specify how notification should occur.
Despite the fact that the Labor Code of the Russian Federation speaks of a one-month notice period, it is unlikely that the general director will be able to resign so soon. Judicial practice indicates that the date of notice of dismissal will not be the date of sending the letter, but the latest date of delivery of the invitation to each founder. Therefore, you need to send papers and schedule a meeting in advance, but no later than 45 days from the date of writing the application (clause 3 of Article 35 of the 14-FZ). All this time, the current manager will have time to prepare affairs for transfer, and the owners will have time to find a candidate for the vacant position.
Preparation of a decision on general fees
On the appointed day at the general meeting (if there is a quorum in accordance with the charter), the decision of the hired director to dismiss is stated and recorded in the minutes. If a suitable candidate for this post has already been found, then his candidacy is approved or rejected in the same document. If a receiver has not been found, then the protocol indicates the person who will take over the cases and temporarily manage the enterprise.
You can speed up the dismissal procedure if the LLC is organized individually: then the deadline can be the declared 30 days. You can dismiss the CEO even faster if the director and founder are one person.
- Issuance of an order for the dismissal of the “old” general director using the standard T-8 form.
- Payment of wages and compensation for unused rest days.
- Issuance of a work book.
From the moment the LLC participants sign the protocol, the “old” general director is deprived of his powers, which means he is no longer authorized to sign an order for his own dismissal, make an entry in the employment record, or sign any other documents of the organization.
Notification of the State Registration Service
Within three days, a package of documents must be submitted to the registration authorities (FTS) to record changes in the state register of the LLC. It includes: application P14001 (the signature on it is certified by a notary) and a copy of the protocol. Only the new general director can sign and submit this to the department that registered the LLC. If his candidacy is not approved, then changing the data in the register will be problematic.
Notification of social insurance funds and other interested parties
The powers of the director are so broad that information about his change must be sent not only to government bodies, for failure to notify which there is administrative liability. It is best to notify everyone who, in one way or another, interacts with the enterprise.
Changing data in the bank
Since the dismissal of the general director, the company has been formally deprived of the opportunity to conduct non-cash financial transactions, because, in fact, there is no one to sign on them. Payments can be resumed only after new cards with the certified signature of management are submitted to the bank.
Revocation or confirmation of issued powers of attorney
In the process of managing the company, the former director could delegate some of the powers to other persons by issuing powers of attorney to perform certain actions. With his departure, their validity is not canceled, and ends only after the expiration of the validity period indicated there. The enterprise traditionally keeps a journal of such documents, so it is not difficult to determine which of them are still relevant.
Cancellation of personal seals, facsimiles, electronic digital signatures. Making new ones in the name of the incoming director.
To-do list for a retiring CEO
Firstly, preparation and conduct of transfer of cases. It is best to do this according to the act with the receiver; other interested parties may also be present, whose signature on the document will confirm the legality of the transfer. Do not forget to hand over all seals, stamps, keys to safes and premises; it is also better to formalize this in writing. It may happen that there will be no one to take over the business or a conflict will arise with the owners. There are several ways out of this situation: keep the documents with yourself, transfer them to an archive or a notary, send them by postal mail with an inventory of the contents, if there is only one founder in the LLC. Of course, the most reliable places of storage, in this case, will be an archival organization and a notary office, but the cost of their services is unlikely to fit into the symbolic framework.
The transfer of affairs and property that was under the control of the general director of the LLC, in the interests, first of all, of the outgoing director. But it must be transferred only in writing. If there is no one to sign the necessary documents, it is better to use alternative storage options.
Secondly, take care of fulfilling all responsibilities for upcoming deadlines: control the filing of reports for the dates closest to dismissal, make payments to the team.
Third, hand over all cash in the cash register to the bank and report on all accountable amounts. While everything is calm in the official field, few people remember that they need to save the tear-off stubs of receipt orders and receipts. Even fewer officials know that, when submitting advance responses for verification, the accountable person is required to return the detachable part of the form, which indicates which documents are being submitted to the accounting department. You may come across recommendations to simply make copies of these reports, but without the original tear-off part it will be impossible to prove anything.
Fourth, if the successor was not approved for the post, it is worth notifying the Federal Tax Service about the dismissal of the general director. Since the approved form P14001 implies a notice of removal of powers from one person and transferring them to another, it will not be possible to submit it before the approval of the new director. For your own safety net, you can send a freely worded letter informing about the dismissal of the general director at his own request.
How can a CEO speed up the voluntary dismissal process?
Since the director is still an employee, he is subject to the provisions of Art. 80 Labor Code, in the part that allows some employees to avoid working time. So, pensioners, pregnant women, people moving and other employees who can document the impossibility of continuing work can be dismissed on the day they submit an application at their own request or on a date determined by them independently.
How this right can be exercised in practice and the general director of the LLC can be dismissed on the day the application is submitted remains a big question. Here we can only count on the loyalty of the founders, who can assume the position of an employee.
Theoretically, an employee whose rights have been violated can contact the Labor Inspectorate and demand their assistance in speeding up the dismissal process, as well as holding the employer accountable. In reality, it will turn out that the manager will write a complaint against himself, since it is he who will accept the State Labor inspection; it will not be possible to involve the founders in it.
Dismissal of the CEO without his desire
In the process of long-term collaboration between business owners and the hired manager, mutual claims and dissatisfaction with each other may accumulate. Then the founders can initiate the dismissal of the general director. This right and grounds for dismissal of the general director of an LLC are given to them by Articles 278 and 81 of the Labor Code. And although such an impulse is unlikely to come as a surprise to the director, the code still obliges compliance with deadlines and guarantees supporting payments
| Base | Notice periods | Supporting documents | Minimum compensation amount |
| Liquidation of the enterprise | In two months | Minutes of the general meeting and notice of layoffs | Severance pay and support while searching for a new position (three months salary) |
| Decision of the general meeting of founders | 30 days | Minutes of the general meeting indicating the reason for dismissal. You don’t have to voice it, but then there is a high probability that the court will reinstate the dismissed person. | Three months salary |
| Bankruptcy | Not established by law | Arbitration Court decision, minutes of the general meeting | Not provided in case of discovery of guilty actions or inaction of the director. |
| Guilty actions according to Art. 81 TK | Based on the results of the review of actions | Minutes of the general meeting and other documents confirming the guilt of the manager and the fact of causing damage or non-receipt of profit. | Not provided |
| For additional reasons specified in the employment contract | At least a month or by agreement | Minutes of the general meeting | At least three salaries or the amount fixed in the contract. |
More often than not, no one wants to wash dirty linen in public, so they use streamlined wording from paragraph 2 of Art. 278 of the Labor Code, except in cases where the guilt of the general director is proven unconditionally.
What will the former general director of the LLC, an employee, be responsible for?
Dismissal of the general director of an LLC at his own request will not protect him from administrative or criminal prosecution in the future.
Having parted ways with his previous company, no matter what the motivation, he will not be able to immediately forget about this segment of his working life. Even if the transfer of cases during the dismissal period went smoothly, there remains a possibility that shortcomings in the work will be discovered after the order is signed.
A minimum statute of limitations is provided for administrative violations. Even if the most serious of them is admitted, but discovered after a year after its commission, an administrative fine is not applied.
The most serious type of liability is provided for in criminal law, for example, those falling under Articles 165 and 201 of the Criminal Code of the Russian Federation. So even for violations defined as mild and insignificant, the statute of limitations is 24 months. For moderate offenses – six years, and for serious offenses – 10 years.
In addition to the liability provided for by criminal and administrative codes, there is a possibility of material liability. It will be applied if damage is discovered as a result of abuse on the part of the former director or negligent attitude towards his work. Typically, audits of government agencies or audits initiated by new management help identify financial losses and their causes. It is possible to bring charges and file a lawsuit demanding compensation for losses within a year from the date of establishing their fact and receiving evidence of the guilt of the resigned general director of the LLC (Article 392 of the Labor Code). Another unpleasant consequence of satisfying the employer’s claim will be a ban on holding managerial positions.
Responsibility of the co-founder director
In this case, to all types of liability of the employee will be added the loss of his share of participation in the capital of the LLC, if the result of the activity was the bankruptcy of the company. Since the LLC form does not provide for additional financial liability for the organization’s obligations during the liquidation process, as a founder, he will not lose anything.
What can the former CEO be responsible for if he is the sole founder?
In this case, the owner’s attempt to compensate the dismissed general director for damages or lost profits will look strange. So the norms of Art. 392 TK you don’t have to be afraid. But administrative and criminal liability in case of violations in the field of labor and tax legislation may well arise as a result of inspections by fiscal government agencies and social insurance funds.
The departure of such an important person in an enterprise as the general director is a delicate matter for both parties. Most often, the most effective way to break up is an amicable agreement on the terms and conditions of dismissal. If the process of transfer of control takes place without noise, then this will only benefit the company.
Lawyer at the Legal Defense Board. Specializes in handling cases related to labor disputes. Defense in court, preparation of claims and other regulatory documents to regulatory authorities.
ON THE. Matsepuro, lawyer
How can the director of an LLC resign of his own free will?
A manager is an employee with a special status. So, in an LLC he is appointed to a position and dismissed from it by a general meeting of participants (sometimes by the board of directors, but we will not talk about such a situation) subp. 4 p. 2 tbsp. 33, paragraph 1, art. 40 of the Law of 02/08/98 No. 14-FZ (hereinafter referred to as Law No. 14-FZ). Because of this, the procedure for dismissing a manager raises a lot of questions for many. Especially in the case when he wants to quit, and the participants in response remain silent and inactive. So let’s find out what is the procedure for the early dismissal of the director of an LLC at his own request, including in the case when the participants do not appoint a replacement for him.
Notification of participants about dismissal and convening of a general meeting
The manager has the right to resign by notifying the employer in writing no later than 1 month in advance Art. 280 Labor Code of the Russian Federation. Moreover, such a notice period is valid upon termination of both fixed-term employment contracts (regardless of their duration) and open-ended ones. Art. 280 Labor Code of the Russian Federation; Letter of Rostrud dated 03/06/2013 No. PG/1063-6-1. Rostrud thinks the same.
FROM AUTHENTIC SOURCES
Deputy Head of the Federal Service for Labor and Employment
“Article 280 of the Labor Code of the Russian Federation provides for the procedure for terminating an employment contract at the initiative of the head of the organization, regardless of the type of employment contract - fixed-term or indefinite.”
The employer for all employees, including the manager, is the LLC. Let us recall that it acts through its governing bodies. Therefore, the manager must notify the highest management body of the LLC about his dismissal. Articles 20, , 280 of the Labor Code of the Russian Federation; clause 1 art. 53 Civil Code of the Russian Federation; clause 4 art. 32 of Law No. 14-FZ:
- <или>general meeting of participants;
- <или>the only participant.
In general, participants do not need to make a decision to fire a manager if he wants to resign himself. But they are obliged to elect a new candidate for the sole executive body of the LLC. And the resigning director must convene their extraordinary general meeting to resolve this issue. pp. 1, 2 tbsp. 35 of Law No. 14-FZ.
Participants must be notified of the general meeting no later than 30 days before the date of the meeting clause 1 art. 36 of Law No. 14-FZ. Please note that each participant must have already received notice by this time. Therefore, if it is sent by mail, then the date of the meeting should be set taking into account the “mileage” of the letter.
Since the notice of convening a general meeting must indicate the issues on the agenda, this document will also serve as a notice of dismissal.
You can format it like this.
Member of Techservice LLC
I.N. Agafonov
Notification of an extraordinary general meeting of participants of Techservice LLC
Dear Ilya Nikolaevich!
Based on the powers granted to me by clause 5.6 of the Charter of Techservice LLC, clause 2 of Art. 35 and paragraphs. 1, 2 tbsp. 36 of the Federal Law of 02/08/98 No. 14-FZ “On Limited Liability Companies”, I inform you about the convening of an extraordinary general meeting of participants of Techservice LLC with the agenda of electing a new general director in connection with the early dismissal of the current general director at his own request. Statement by A.S. Petrov’s notice of dismissal is attached (entry No. 227 dated July 21, 2014).
The meeting will take place on September 1, 2014 at 10:00 am at the location of the company: 111401, Moscow, st. 1st Vladimirskaya, 31, building 2, office 106.
When an LLC consists of one participant, then from the day he receives the specified notice, he is considered notified of both the dismissal of the manager and the need to make a decision on the appointment of a new candidate to this position. Resolution 17 AAS dated July 24, 2014 No. 17AP-6075/2014-GK.
Since it is the general meeting that needs to be formally notified of this, and not the participants, then it will be considered notified on the day on which its meeting is scheduled (regardless of whether the meeting is held by the participants or not). Therefore, before resigning, the manager must work after the date of the general meeting for 1 month (in the absence of other agreements with the general meeting). That is, in total, at least 2 months from the date the participants received notice of the convening of an extraordinary general meeting.
The courts are liberal in this matter. In their opinion, the LLC is considered notified of dismissal from the date of receipt of the corresponding notification by the last participant in Appeal ruling of the Belgorod Regional Court dated June 26, 2012 No. 33-1744.
Let us remind you that the notification can be given to participants personally against signature. Or you can send by telegram or registered mail with acknowledgment of delivery:
- participant organizations - at their location address indicated in the Unified State Register of Legal Entities;
- for citizen participants - at the address of their place of residence, which the LLC has.
The LLC must have information about the addresses of citizen participants, because it is obliged to maintain a list of participants in pp. 1-3 tbsp. 31.1 of Law No. 14-FZ. Moreover, if the address is already out of date, and the participant has not informed the LLC about this, then notifying him at the existing address will be considered appropriate. Since all the risks associated with the participant’s failure to communicate current information about himself to the public are borne by the participant pp. 1, 3 tbsp. 31.1 of Law No. 14-FZ; Appeal ruling of the Omsk Regional Court dated November 21, 2012 No. 33-7337/2012.
If for some reason the list of participants was not kept, then you can look for their addresses in other LLC documentation. Such data can be found, for example, in 2-NDFL certificates (if any were submitted to the Federal Tax Service), in the constituent agreement, and sometimes in the charter.
It will not be possible to obtain this information from the Federal Tax Service, since the addresses of individual participants are protected personal data and tax secrets. pp. 1, 2 tbsp. 102 Tax Code of the Russian Federation; clause "d" part 1 art. 5, part 1 art. 6 of the Law of 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ). The extract from the Unified State Register of Legal Entities provides only f. And. O. participants. And the only thing you can get from the Federal Tax Service is a response about the compliance of the data you provided about the addresses of participants with the data contained in the Unified State Register of Legal Entities Part 2 Art. 6 of Law No. 129-FZ; clause 11 of the Procedure, approved. By Order of the Ministry of Finance dated November 23, 2011 No. 158n.
Date of dismissal of the manager
At the general meeting, the participants must decide to elect a new sole executive body and determine on what day he should begin to exercise his powers, taking into account the date of dismissal of the current manager.
Accordingly, the day of dismissal of the manager, and therefore the last day of his work, may be:
- <или> the date indicated by the manager in the resignation letter, with which the participants agreed;
- <или> date on which 1 month expires, allocated to the manager to warn the employer about his dismissal and Articles 14, 280 of the Labor Code of the Russian Federation. This date will be considered the day of dismissal, in particular if the manager did not indicate the date of termination of the employment contract in the notice of dismissal. The month period is counted from the day following the day of notification of the employer about dismissal and Articles 20, , 280 of the Labor Code of the Russian Federation;. And if the monthly period expires on a day off, then the last day of work of the manager will be considered the first working day after this day off Art. 14 Labor Code of the Russian Federation.
Please remember that in some cases shortened notice periods for dismissal apply. For example, upon dismissal due to the inability to continue working due to enrollment in an educational institution, retirement, or due to other similar circumstances, the employment contract with the employee is terminated on the day specified by him Art. 80 Labor Code of the Russian Federation. The fact that these provisions also apply to managers was confirmed to us by Rostrud.
FROM AUTHENTIC SOURCES
“According to Article 280 of the Labor Code of the Russian Federation, the head of an organization has the right to terminate an employment contract early by notifying the employer (the owner of the organization’s property, his representative) in writing no later than 1 month in advance. At the same time, according to Art. 80 of the Labor Code of the Russian Federation, in cases where an employee’s application for resignation at his own request is due to the impossibility of continuing his work, the employer is obliged to terminate the employment contract within the period specified in the employee’s application. Since Ch. 43 of the Labor Code of the Russian Federation does not provide for specifics regarding the specification of the terms for the dismissal of managers due to the impossibility of continuing work, it seems that the provisions of Art. 80 of the Labor Code of the Russian Federation in this part also applies to heads of organizations.”
Rostrud
- <или> another date according to the agreement reached between the manager and the participants (it should be drawn up in writing, and it will be signed by the participant authorized for this meeting on the part of the general meeting) Articles 80, 84.1 of the Labor Code of the Russian Federation.
If the participants at the general meeting decide to dismiss the manager without his consent earlier than indicated in his application, despite the fact that there were no guilty actions on his part, then the basis for dismissal will no longer be the manager’s own desire, but the decision of the general meeting. clause 2 art. 278 Labor Code of the Russian Federation; Appeal ruling of the Vladimir Regional Court dated August 13, 2013 No. 33-2553/2013; Determination of the Leningrad Regional Court dated October 12, 2011 No. 33-5012/2011. And in this case, let us remind you that the manager is entitled to compensation upon dismissal and Art. 279 Labor Code of the Russian Federation.
Pre-dismissal efforts
The manager bears full financial responsibility for direct actual damage caused to the company by himself, and for losses caused to the company by his actions, in cases provided for by law. Art. 277 Labor Code of the Russian Federation; clause 2 art. 44 of Law No. 14-FZ.
Therefore, the resigning manager should, in particular:
- report on accountable amounts, if any, are registered with him, keep copies of all advance reports and documents attached to them and hand over all surpluses to the cashier;
- notify the certification center and the bank of his dismissal in order to prevent cases of misuse of his electronic signature verification key certificate on documents for counterparties and on payments in the Bank-Client system after he leaves the company;
- on the last day of work, hand over to the new manager the keys, seals and documentation of the LLC according to the acceptance certificate.
Self-dismissal procedure
The procedure for dismissing a manager is no different from the procedure for dismissing any other employee. Articles 16, 84.1, Ch. 43 Labor Code of the Russian Federation. The only peculiarity is that the manager himself can sign all the documents related to his dismissal - an order, as well as a work book, if the LLC does not have another employee responsible for maintaining work records. pp. 35, 45 of the Rules, approved. Government Decree No. 225 dated April 16, 2003.
In this case, the wording of the dismissal entry in column 3 of the “Information about work” section of the work book will be the same as for the dismissal of other employees at their own request: “Dismissed at their own request, paragraph 3 of part 1 of Article 77 of the Labor Code of the Russian Federation and” pp. 13-15 of the Rules, approved. Government Decree No. 225 dated April 16, 2003; pp. 5.1, 5.2 Instructions, approved. Resolution of the Ministry of Labor dated October 10, 2003 No. 69. That is, refer to Art. 280 of the Labor Code of the Russian Federation (“Early termination of an employment contract on the initiative of the head of the organization”) instead of Art. 77 of the Labor Code of the Russian Federation, as sometimes happens in practice Appeal ruling of the Kemerovo Regional Court dated March 14, 2012 No. 33-2803, no need. This was confirmed to us by Rostrud.
FROM AUTHENTIC SOURCES
“ According to the Rules for maintaining work records, upon termination of an employment contract on the grounds provided for in Art. 77 of the Labor Code of the Russian Federation (except for cases of termination of an employment contract at the initiative of the employer and due to circumstances beyond the control of the parties), a record of dismissal is made in the work book with reference to the corresponding paragraph of part one of this article. Therefore, when the head of the organization submits a resignation letter to the employer at his own request, the dismissal order and work book should indicate clause 3, part 1, art. 77 Labor Code of the Russian Federation.”
Rostrud
Making changes to the Unified State Register of Legal Entities
The new manager, within 3 working days from the date of appointment to the position, must submit to the Federal Tax Service an application for amendments to the Unified State Register of Legal Entities in connection with the change of the person who has the right to act on behalf of the legal entity without a power of attorney clause 1 art. 40 Law No. 14-FZ; item “l” part 1, part 4, 5 art. 5 of Law No. 129-FZ. The Federal Tax Service Inspectorate, within 5 working days from the date of receipt of this application, will register changes and exclude information about the former manager from the Unified State Register of Legal Entities Part 1 Art. 8 of Law No. 129-FZ.
The former manager himself cannot submit such an application to the Federal Tax Service. Therefore, he should check whether information about him has been excluded from the Unified State Register of Legal Entities. After all, while he is listed in the register as the head of an LLC, he may encounter difficulties, for example:; Resolution 5 of the AAS dated 10/09/2013 No. 05AP-7814/2013.
Features of dismissal due to inaction of participants
If the participants, notified of the convening of the general meeting and its agenda, did not hold the meeting and did not appoint a new leader, then the current leader may still resign. Since there are no other conditions for his dismissal, other than notification of this to the employer represented by the general meeting of participants within the prescribed period, the legislation does not provide for Art. 280 Labor Code of the Russian Federation. In this case, the dismissal procedure will be the same as described above.
The reasons why participants did not appear at the called meeting may vary. For example, leaving or being in a hospital for treatment. If this is so, then it is only a matter of time before they appoint a new leader.
ATTENTION
Notice of dismissal and convening of the general meeting, postal receipts for its sending to participants and delivery notices returned to the manager should be retained to confirm the fact and legality of dismissal.
In this case, if there is a deputy on staff (another employee whose responsibilities include replacing the absent manager), the manager needs to:
- issue an order to transfer the relevant powers to the deputy Articles 60.1, 60.2 of the Labor Code of the Russian Federation. And to represent the interests of the company in relations with third parties, you need to issue him a power of attorney clause 1 art. 185 Civil Code of the Russian Federation. In this case, we are talking about the transfer of only certain powers. Since making a decision to transfer to someone all the functions of the sole executive body is already the prerogative of the general meeting of participants;
- issue temporary bank cards with sample signatures of the deputy pp. 7.5, 7.13 Central Bank Instructions dated May 30, 2014 No. 153-I;
- hand over seals, keys, and company documentation to the deputy according to the acceptance certificate.
It also happens that participants simply leave their company. In such LLCs, the manager is usually the only employee.
In this situation, after following the entire dismissal procedure, the manager will definitely have to go to court with a demand from the participants to exclude information about him from the Unified State Register of Legal Entities.
And the departing manager can dispose of the documentation of the LLC (at the expense of the funds remaining with the LLC), in particular, as follows:
- <или>send a parcel with an inventory to one of the participants (for example, to the one who has the largest share) Appeal ruling of the Kirov Regional Court dated June 13, 2012 No. 33-1718;
- <или>transfer for safekeeping to a notary or an organization or entrepreneur specializing in the provision of such services, sending a notification about this to the participant clause 12, part 1, art. 22.1, clause 16, art. 35 Fundamentals of the legislation of the Russian Federation on notaries, approved. Sun 11.02.93 No. 4462-1.
In a similar manner, the employment contract is terminated early by the head of the joint-stock company. In this case, shareholders must be notified of the convening of an extraordinary general meeting at least 70 days before the date of its holding. And if the issue of appointing a sole executive body falls within the competence of the board of directors, then a notice of termination of the employment contract must be sent to the board of directors in Art. 273 Labor Code of the Russian Federation; subp. 8 clause 1 art. 48, paragraph 1, art. 52,
The management of the enterprise is carried out by its manager, who works for the business entity, like its other employee, under an employment contract. The law determines that the director can also initiate termination of the employment relationship. Therefore, it is important for the manager to know how to draw up a letter of resignation from the director of an LLC at his own request.
Since the director of a legal entity has broad powers to represent the interests of the company and significant responsibility, the process of dismissal at will differs from terminating the contract with an ordinary employee of the company.
The main difference is that the manager must submit an application at least one month before his departure. This is due to the fact that it is necessary to notify a wide range of people about your dismissal, including government bodies, for example, the tax office, where the company was registered.
The written statement must be reproduced in as many copies as the company has owners. They must be sent via letters or couriers to their postal addresses. It is important that all participants are notified of the general meeting no later than 30 days before it takes place.
Attention! Due to the fact that the countdown of the date will not begin from the day the application is written, but from the day you receive its copy and notification, it is best to choose the date of dismissal taking into account the days that the letter will be in transit.
On the other hand, the owners need time to choose a new director for their company, so that he can solely represent the company, and to whom the old director must transfer existing affairs, explain the current situation, etc.
The owners cannot directly manage the activities of their company, and therefore, without the appointment of a new director and the dismissal of the old one, a period of “powerlessness” will begin in the company. It is important to remember that the warning period of thirty days also applies in a situation where a contract is concluded with the manager.
According to the Labor Code, a manager can be hired on a probationary basis. If he decides to interrupt during the period of its passage, then the standard provisions of the Labor Code apply to him. This means that in this situation he must give notice of dismissal three days before the required date.
The director can resign in a shorter period of time, it all depends on the owners and their ability to approve a new director. But for this he must have their consent. There is judicial practice according to which the early dismissal of a director was considered illegal if his application was not marked with a new date for termination of the contract with him.
Attention! In addition, according to explanations from Rostrud, shortened terms for dismissal also apply to directors. Thus, the director may not work in cases where he resigns due to enrollment in an educational institution, due to retirement (if the dismissal occurs for the first time for this reason), and for other similar reasons established by law.
To whose name should the application be sent?
Due to the fact that the contract with the director is concluded by the owner of the company (owners), the dismissal of the director at his own request stipulates that an application with such a request must be sent to the owners of the organization.
Consideration of this document, if the company has several owners, should take place at a general meeting. The statement is usually drawn up in this case addressed to the chairman of the meeting, but it is also possible to simply address it to the members of the meeting in general.
Therefore, the resigning manager must send the founders a notice of this event with the exact date and time, and attach duly certified copies of his application to the invitation.
Whether the application is accepted or not will be decided at the meeting. But in fact, this is only a nominal event, since no one can force the director to continue working, and after a month he can resign. Managers must accept the proposal by issuing an appropriate protocol.
In a company with one owner, it involves submitting a document in the name of the sole founder. He must consider it and make an appropriate decision on it, which must be drawn up in the form of a document with the same name.
Attention! If the company has only one founder and he is also a person who has the right to represent its interests without a power of attorney, then the director does not need to write a statement.
It is enough for the founder to issue a decision in which he informs about the revocation of his powers. When the company intends to carry out activities in the future, in the same decision it is necessary to designate the person who will assume these powers.
Download a sample letter of resignation from the director of an LLC
How to correctly write a letter of resignation to a director
The main difference between such an application and a document submitted by a simple employee is its addressee. To whom exactly the application should be addressed can be found in the agreement on admission as a director.
The resignation letter, as in the simple case, is drawn up from the top right sheet.
There you need to write to whom this document is:
- If the company has a single owner, then “Founder” is indicated in the header, then the name of the company is written, after which the full name. owner.
- In the case where there are several owners, the meeting can be addressed simply: “General Meeting of Owners”, then the name of the company is written down.
- If the meeting has a chairman, then the application must be addressed to him: “Chairman of the general meeting of owners,” and then write the name of the company.
Then in the middle part of the page the name of the form is indicated - “Application”.
Then the letter “I” is placed, and you need to write your full name, separated by a comma, followed by a respectful request to be released from your position at your own request.
This request can be expressed in various ways. For example, the wording “I ask you to terminate the employment contract early at your own request” is acceptable.
At the end of the phrase you need to insert the date of dismissal. According to the law, it must occur no earlier than a month from the date of writing the application.
After this, you need to step back a little, and put the date of compilation and sign.
Dismissal of a CEO is a complex procedure that differs significantly from the classic termination of cooperation with an employee.
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The fact is that the general director is the only executive body of the LLC. For this reason, it is important to understand the specifics of the procedure in advance.
Grounds
The CEO can only be fired if there are compelling reasons. Their list is clearly indicated in the current legislation of the Russian Federation.
Reasons for stopping interaction with a person holding this position may include:
- General grounds for dismissal, enshrined in articles 77, 81 and 83 of the Labor Code of the Russian Federation. Thus, the general director may leave his post or cease activities due to the end of the cooperation period.
- Special grounds. The CEO may be asked to leave his position if his decision entails a violation of labor obligations or the provisions of current legislation. A similar procedure can be performed if there is a change in the owner of the property of a particular organization.
- Additional reasons. The CEO may be removed from office if he has declared bankruptcy.
There are other grounds on which a CEO can be fired. A similar action is carried out if the person holding the position has committed a crime or other unlawful act.
What does the law say?
Before proceeding with the procedure for dismissing the general director, it is worth familiarizing yourself with the current legislation of the Russian Federation. The peculiarities of the manipulation are regulated.
It should be remembered that it is necessary to focus on the provisions enshrined in the legal act edited by Federal Law No. 197.
The section of the Labor Code of the Russian Federation contains the following rules:
- a person holding the post of General Director may unilaterally terminate an employment agreement by notifying the employer 14 days before the planned date of termination of employment, unless otherwise provided in the agreement;
- an employment contract can be terminated earlier than the specified period, but only with the consent of the employer;
- if the general director cannot fulfill the duties assigned to him due to health conditions, the termination of cooperation is carried out one day;
- before the deadline for termination of employment, the general director may withdraw the resignation letter, regardless of the opinion of the founders of the LLC;
- when the service period ends, the general director has the right to terminate employment even if the employer has not properly carried out the dismissal procedure.
Dismissal of a CEO differs from the classical procedure. Thus, the notice period can be increased from 2 to 4 weeks. In fact, the CEO is required to notify himself.
However, the dismissal procedure must be carried out in compliance with all formalities.
Dismissal of the General Director
The procedure for dismissing the general director depends on the grounds for termination of cooperation. Depending on the reasons that led to this, the features of the manipulation may change.
By agreement of the parties
If the dismissal of the general director is carried out, the participants in the procedure will have to go through the following stages:
- The employee submits an application, drawn up in accordance with the established template, to the founders or other persons authorized to terminate the employment contract.
- A meeting of the founders is held, at which a decision is made regarding the dismissal of the general director and the main points of the agreement are discussed.
- An agreement is drawn up. The employee must read the paper and sign it.
- An appropriate order is issued.
- An entry is made in the general director’s work book with reference to current legislation.
- The tax authority is notified. The action is carried out within three days.
- A work book is issued.
- Provided.
Wages for the month worked must be provided on the day of termination of the employment agreement.
At your own request
If an employee leaves the company of his own free will, the dismissal procedure is almost identical to termination of cooperation on the basis of an agreement.
However, the document itself is not drawn up. Instead, minutes of the meeting are drawn up, which record the decisions made by the founders.
If he is the only founder
If the General Director is the sole founder of the Company, the dismissal procedure follows a simplified procedure.
According to Article 273 of the Labor Code of the Russian Federation, the sole founder has the right to relieve himself from his position at any time.
In this situation, the general director independently decides on his dismissal. A record of voluntary dismissal is made in the employee’s work book, indicating the relevant provisions of the current legislation of the Russian Federation.
Upon liquidation of an LLC
If the LLC is liquidated, the resignation of the general director is part of the mandatory measures. The law does not allow the old manager to retain managerial functions.
Responsibility for compliance with the norm lies with:
- general meeting;
- investors;
- a manager appointed by the court or selected on a competitive basis.
They are the ones who make the decision to dismiss the general director and take other measures to remove the powers of the former management team of the LLC.
By decision of the founder
The founders of the LLC can also decide to dismiss the general director. The verdict on termination of cooperation is adopted at a general meeting. It is drawn up in a protocol that records all the features of the event.
If violations are committed during the dismissal process, the founders will be held administratively liable.
Procedure
The dismissal of the general director in 2019 must be carried out in strict accordance with.
Sample application
To be considered valid, it must be drawn up in accordance with existing rules.
The paper must reflect the following information:
- the addressee to whom the application is sent;
- position and full name of the employee who compiled the application;
- a request for dismissal indicating the date of termination of cooperation;
- document submission date;
- applicant's signature with transcript.
If the general director finds it difficult to draw up a document on his own, he can use a ready-made sample.
Order
When the decision to dismiss the CEO is made, it is formalized. The paper is drawn up on the unified form T-8. The order is issued by the general director himself.
The procedure is carried out on the employee’s last working day. The text of the order indicates the grounds for dismissal with references to the relevant regulations.
Entry in the work book
The founder of the organization contributes. The document indicates the reasons for dismissal with references to relevant regulations.