how to CEO quit without the consent of the founders - I will try to answer this question by considering the existing legislative norms. There are a number of legal mechanisms that are available to a business executive who wants to end their legal relationship with an employer.

Is the consent of the founders of the enterprise required?

The dismissal of the head of the company from office is a process that concerns two main legislative areas, namely civil and labor law.

If we consider the issue in connection with the last legal branch, then dismissal for own will passes according to the same standards as the dismissal of other employees of the company. Yes, it is necessary write an application and work out the deadline for the Labor Code- 30 days. Then, the director has the right not to fulfill his duties, while the consent of the founders is not required.

But if you speak about civil law, then the official is appointed to the position and relieved of the relevant duties by the decision of the founders. If the latter do not agree with such a need, then they have the right to refuse to appoint a new person to the post. At the same time, even if you are fired under the Labor Code, there will still be a requirement to fulfill obligations under civil law.

In practical reality, there are several mechanisms that allow you not to wait until the owners of the enterprise agree with such a decision. In this case, the procedure will take place in accordance with the legal categories.

How to notify the business owner

Labor laws do not cause particular difficulties in formalizing the dismissal of officials. But completely different conditions necessitate the exercise of the right to dismissal corporate law.

So, a month (30 days) in case of an LLC, and 50 days in case of a JSC, before the termination of fulfillment of obligations as an employee, the director must inform the owners of the enterprise that he wants to leave his job. During this period, the owners of the company must issue local action documentation on the dismissal of the former head and appoint a new employee. Another important thing is that there is a need to initiate changes to the Unified State Register of Legal Entities.

The notice must be proven. To do this, you can send the owners a registered letter with an inventory reflecting the presence of an application in the document and a notification.

Such papers can be made in several copies. You need to send a letter:

1. At the legal address of the enterprise.
2. At the actual address of the company.
3. Owner's home address.

Additional nuances of notification

It is necessary to separately consider the specific features of the form of notice of dismissal. The specifics are as follows: the meeting of founders, at which a new person must be elected to the position, is usually convened at the initiative of the current official (only if the board of directors does not have this competence).

It is necessary to notify the owners of the company about the need to hold a meeting 30 days in advance (LLC) or 50 days in advance (JSC). In part, these norms correspond to the provisions of Article 280 of the Labor Code, which states that it is required to warn about the desire to terminate the contract one month in advance. But the norm on a period of 50 days, which is spelled out in the legislation (Law No. 208 FZ), was adopted later than Article 280. Therefore, under the condition of equality of legal force, first of all, it is necessary to comply with a newer norm.

In general, the form of notification to the founders about the dismissal of the director must comply with the notice of convening an extraordinary meeting(subject to the reflection in the document of the subject of the meeting - the appointment of a new leader). Attached to the notice is a copy of the termination document.

The notice must include:

1. date.
2. Time.
3. Location of the meeting.

It is believed that the owners were informed about the director's desire to resign if each of them received a notice with a copy of the application.

What you need to do before dismissal: we transfer documents

As soon as the notice of delivery of registered letters is received by the resigning person or the letter is considered received upon delivery, the director has the right to count the period for working off at the enterprise.

Due to the fact that he is a person who bears liability, before he retired, he must hand over documents and other corporate property to competent officers. The list of documentation and types of property includes, for example, the following items:

1. Reports on entrusted amounts.
2. contract documentation.
3. Powers of attorney.
4. Cards and keys.
5. Hermetically sealed seal, which will contain a special mark about the date of packaging. As a rule, witnesses must sign on it so that the founders do not accuse the director of illegally exploiting a seal or stamp.

To certify the fact of the transfer of property of the company, an act is drawn up.

If the specified documents and property cannot be transferred to the founder due to certain circumstances, then such the property is left at the notary for storage. In addition, you can issue a special order, according to which the director himself will keep them under safe custody.

They also talk about the need to communicate with financial and credit organizations. Usually you need to send documentation that the manager terminates the employment legal relationship with economic society. As a result, the bank has the opportunity to cancel the EDS and other tools for the implementation of the resigning official of his duties and powers. This fact can be an additional incentive for owners to refuse to delay the appointment of a new employee to a position so that he can sign financial papers.

How to quit through the court: we send a lawsuit to the employer

In fact, you can release yourself from authority as early as a month after the owners of the company received the appropriate notification. However, in the state register, it is the director who is listed as the sole executive body. This record can only be changed by the department upon receipt of information about the new leader.

If during the working period new leader was not appointed, the resigning person must, at his discretion, initiate legal proceedings in order to completely remove him from office.

In the case where the managers did nothing to appoint a new employee, this is a violation, which is considered sufficient to file claim to arbitration. Due to the fact that the owner of the business is inactive, the rights of the person leaving are violated in accordance with Art. 28 APC of the Russian Federation.

In a claim under labor law, it can be stated, in particular, that employers, in the first place, the right of the resigning person to free labor activity is violated. Thus, the head of the enterprise, without any reason, is forced to perform his duties, which is prohibited by the Constitution and the Labor Code.

The following documentation is attached to the claim:

1. Copy of resignation letter.
2. Postal papers that confirm the sending of the application to the founders.
3. A new extract from the Unified State Register, according to which the employee has not been relieved of his post.
4. If necessary, the result of the correspondence of the one who files the claim with the employer, if this reflects their lack of desire to fire him.

What to do after a claim

In a situation where the court takes the side of the plaintiff (there are cases when this happens after going through several instances and several proceedings), a court ruling on recognizing the actions of the company's owners as illegal can be transferred to the tax office as grounds for changes in the Unified State Register.

The list of the most likely grounds for a court decision in favor of the defendant includes the failure of the manager to fulfill his duties after he was de jure dismissed, according to the Labor Code.

Remember that while information is recorded in the Unified State Register of Legal Entities that you are a director, you still have the obligation to perform the actions corresponding to this position. If certain problems arise due to the refusal of the manager to work in the business, then such inaction can be interpreted as an abuse of the right to initiate own dismissal. At the same time, such actions are sometimes qualified as intentional, the purpose of which is to cause harm to the enterprise.

Business owners have the right to retaliate against the resigning person. Failure to act may lead to litigation to recover the losses incurred by the company due to its refusal to work.

Contacting the Federal Tax Service for dismissal

There is an alternative to arbitration proceedings. Such an alternative procedure could be an appeal to the tax service with a request to exclude from the Unified State Register the record that the resigned person remains the director of the company. To do this, you must provide the following documentation:

1. Form P14001.
2. A copy of the notice to convene the meeting.
3. A copy of the resignation letter.
4. Postal papers.

The signature on this form can be certified by contacting a notary.

In a situation where the Federal Tax Service refuses to amend the Unified State Register of Legal Entities, based on a request, you can file a lawsuit, the subject of which will be the inaction of the organization. Such inaction is expressed in the refusal to make changes to the register. To do this, you need to obtain appropriate explanations of the situation from higher structures. tax office, of course, if the Office at the appropriate levels is unable to meet the request of the applicant.

There is a high probability that the arbitration court will take the side of the head (plaintiff), since the information in the Unified State Register of Legal Entities about his performance of duties in the organization is unreliable (due to the fact that he no longer works in the company). But it should be said that such precedents by their nature cannot be called representative, since they are based on a thorough consideration by the court of the current legislation on state registration. Most often they will meet as a result of hearings in which the company is not a third party and does not bring claims.

What to do before dismissal: we appoint an interim

Remember that the outcome of litigation will depend to a large extent on the actions of the director that preceded the dismissal. So, you can try to appoint an employee instead of yourself as the director of the organization (if he agrees), who will have the authority to implement the necessary management decisions when the leaving person is absent.

The appointment of the Interim Office can be further interpreted as confirmation of the desire to act in good faith and not to forget the interests of the company. The arbitral tribunal may assess this fact highly enough and take it into account when making a decision as a result of the hearing.

It should be noted that a full-time deputy (as with any other appointment) can become officially acting as acting (acting) solely in accordance with the decision of the founders. An employee who is appointed as a resigning officer in his place may assume any authority, unless this is contrary to the company's charter. This action is not a normative reason for making changes to the state register, but it is taken into account by the arbitration court.

Finally

The consent of the business owners to release the director from his duties is not required, if we talk about the termination legal relations regulated by labor law. But the termination of the powers of the person who is resigning as a subject of corporate law (which will result in the introduction of new information into the Unified State Register of Legal Entities) without fail requires such consent, as well as approval of the decision to dismiss the employee from his position. In the absence of such a decision, you can seek it through the courts or by contacting the Federal Tax Service.

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How to quit the director of an LLC without the consent of the founders?

How to quit the director of an LLC without the consent of the founders? This issue often worries managers in the presence of unfriendly relations with LLC participants. Our article will discuss how to properly terminate labor relations for the director in the absence of the consent of the participants.

How can a director quit without the consent of the founders

The special status of the head of an LLC leaves an imprint on the procedure for terminating an employment contract, since his appointment to a position takes place in a special order (subparagraph 2, paragraph 2.1, article 32, subparagraph 1, paragraph 2, article 33, paragraph 1, article 40 of the law " About societies with limited liability"dated February 8, 1998 No. 14-FZ).

This norm labor law does not require termination approval labor relations employer (society). For termination labor relations on the initiative of the director, the will of the latter is sufficient, therefore, it is possible to quit without the consent of the founders on the grounds provided for in Art. 280 of the Labor Code of the Russian Federation.

Company notice of dismissal, sample letter of resignation

As mentioned above, in order to terminate the TD, it is enough for the director to express his will by warning the LLC. However, it should be taken into account that the LLC cannot function without the executive body, therefore, the company must elect a new director.

To this end, in addition to warning of dismissal, the current director needs to organize an extraordinary meeting of LLC participants in accordance with the rules provided for by the company's charter (clauses 1, 2, articles 35, 36 of Law No. 14-FZ).

Participants of an LLC must be notified of an extraordinary meeting at least 30 days before it is held. Due to the fact that the term for warning about a meeting begins to run from the moment each participant receives a notification, a notice of its holding should be sent (delivered) in advance, that is, taking into account the delivery time.

The notice of the meeting shall state:

• personal data (details) of the participant;
• agenda (termination of the director's TD on his initiative, indicating the date of the proposed dismissal or without such a date);
• date, time and place (address) of the meeting.

The notice must be signed by the principal. Attached is the letter of resignation.

Sample application for the dismissal of the director of an LLC to the founders can be downloaded from the link: Sample resignation letter for CEO .

A sample notice of a general meeting of LLC participants can be downloaded from the link: Sample notice of a general meeting of shareholders of an LLC.

There are several ways to notify participants:

• on purpose;
• by mail with acknowledgment of receipt;
• by telegram;
• by e-mail (in another way), but only if this method is enshrined in the charter.

From what date is the director considered dismissed

As a general rule, the issue of electing a new / terminating the powers of an incumbent head is decided on general meeting participants. Therefore, the day of termination of the TD will be the date indicated by the director in the notice, and in the absence of an exact date, the one on which the one-month notice period for terminating the TD expires.

If for some reason the general meeting was not held on the appointed date (participants avoided holding) and (or) a new executive body was not appointed, the date of termination of the TD should be determined in the same way as described above. At the same time, the one-month notice period for dismissal should be counted from the day following the day the notice of dismissal was received (for example, the appeal ruling of the Moscow City Court dated March 14, 2016 in case No. 33-8756 / 2016).

The main requirement for the legal termination of the TD with the director without the consent of the LLC participants is the performance by the director of successive actions aimed at terminating the TD at his own will (appeal ruling of the Novosibirsk Regional Court dated 06/07/2016 in case No. 33-5719 / 2016):

• preparing an application;
• calling a meeting;
• registration of personnel and organizational documentation.

The procedure for terminating the TD with the director

In addition to filling out personnel documentation on the termination of the TD, the manager is recommended to resolve the issue of excluding information about him from the Unified State Register of Legal Entities. To this end, after the expiration of the notice of dismissal in the event of inaction of the LLC participants, the head has the right to file a lawsuit with a requirement to the participants to exclude information about him from the Unified State Register of Legal Entities (appellate ruling of the Arkhangelsk Regional Court of June 18, 2015 No. 33-3071 / 2015).

Attached to the claim are:

• dismissal notice;
• notification of the convening of participants;
• shipping receipts;
• delivery notices (for each of the addresses);
• refusal of the registration authority to amend the Unified State Register of Legal Entities (decisions of the Arbitration Court of the Volga-Vyatka District dated June 28, 2016 No. A79-1768 / 2015 and the Arbitration Court of the Volga District dated August 08, 2016 No. F06-11561 / 2016 in case No. A55-20184 / 2015).

After the court decision comes into force, the manager must notify the bank of his dismissal, as well as transfer documents and other material assets entrusted to him to the company.

Transfers can be made in the following ways:

• send by postal package to the majority participant with a description of the attachment (appeal ruling of the Omsk Regional Court dated July 31, 2013 in case No. 33-4917 / 13);
• transfer to a notary for safekeeping;
• deposited in the company's safe deposit box (if participants have access).

In conclusion, we note that the procedure for terminating a TD with a leader without the consent of the participants is a very lengthy event. For the legitimate termination of the TD (removal of the powers of the executive body), it is necessary to follow the sequence of actions for the execution of personnel and corporate documents. An important circumstance is the observance of the terms of the notice of dismissal and the proper notification of the participants of the termination of the TD.

It does not matter for what reason, but the director sometimes becomes a hostage to the improper actions of the company's owners. In a situation of conflict, the logical way out for him is to withdraw from himself the powers of the sole executive body. But how can this be done if the owners simply ignore all notifications and appeals, and the entry about the “old” director is still on the extract from the Unified State Register of Legal Entities?

Changes in the legislation on registration of legal entities now allow you to quit "to the end". The need for dismissal / self-dismissal by the director may be caused by the following reasons:

Lack of interest of the founder(s) in the activities of the company;

Unstable financial position of the company;

Complete cessation of the company's activities; . pre-bankruptcy situation, large accounts payable, etc.

As a rule, in such situations, the founders do not want to take responsibility, make any decisions and appoint a new leader.

Director's action algorithm

1. Write a letter of resignation. In accordance with the Labor Code of the Russian Federation, the head of the organization can quit of his own free will, warning the owner about this 1 month in advance (Article 280).

2. Send an application to the owner(s) via postal item(Valuable letter with a list of attachments with acknowledgment of receipt) to the last known home address of the owner(s). It is pointless to send an application to the address of the society or hand it over to "yourself" against signature. You can also send a telegram, the delivery of which is more guaranteed.

3. After 1 month, notify the tax authority at the place of registration of the company about the withdrawal of powers, attaching copies of documents confirming all the actions taken. The month is calculated:

• from the date of delivery of the letter of resignation directly to the owner(s);
• after 6 days from the date of sending - by analogy with the calculation of terms in tax legislation. At the same time, it doesn’t matter how long the item was in the mail unclaimed and whether it was received at all (Article 165.1 of the Civil Code of the Russian Federation, clause 3 of Article 46 of the Tax Code of the Russian Federation).

By the way, you can also notify the tax authority without waiting for the expiration of a month, indicating the date the application was sent to the owners and the date from which the powers of the director cease (for example, 1 month + 6 days).

2. In the absence of property (01 account, goods, stocks, materials, etc.), transfer to the founder (by the previously indicated methods) the constituent documents, seal, financial statements, keys to the client-bank and other documents. If the company has property, it is necessary to take the following actions: offer the founder(s) to accept the property of the company with the preparation of the appropriate act of acceptance and transfer, and also inform about the location of the property.

In response to the notice of dismissal from the position of director, the tax authority sends a response to the former director, in which it informs:

• on sending a notice to the owner(s) about the need to submit an application for a change of head in order to make changes to the Unified State Register of Legal Entities;
• on the right of the director to file a statement about the unreliability of the information contained in the Unified State Register of Legal Entities in relation to the company.

Thus, recently, the tax authority began to confirm that the director's notice of dismissal was received and taken into account, therefore, the obligation to at least keep accounting records and submit tax returns is removed from the "self-resigned" director.

How to quit the CEO without the consent of the founders - this question should be answered based on the norms of several branches of legislation at once. Consider what legal mechanisms the director of the company can use to terminate legal relations with his employer.

Do I need the consent of the founders of the LLC to dismiss the director?

The dismissal of the director of an organization from his position is a procedure that is under the jurisdiction of two main areas of legislation: labor law and civil law (in fact, its corporate sub-sector).

From the point of view of labor legislation, the dismissal of a director on his initiative is generally carried out according to the same rules as the dismissal of any other employee of the enterprise. That is, the head of the company has the right, having written a statement of his own free will and having worked out the prescribed period (30 days in accordance with Article 280 of the Labor Code of the Russian Federation, and this is one of the aspects of the difference in the norms of the Labor Code of the Russian Federation governing legal relations with the participation of managers and ordinary employees of the organization), he has the right to stop fulfilling his labor duties. The consent of the founders of the company is not required here.

From the point of view of civil law, a director is an official who is appointed to his position and dismissed from it by the decision of the founders of the organization. And if they do not agree to let him go, they can simply refuse to appoint a new leader. And even if the director, from the point of view of the Labor Code of the Russian Federation, is dismissed, he will nevertheless have to fulfill the duties assigned to him within the framework of civil law norms.

At the same time, in practice, a number of legal mechanisms can be identified that allow the director to resign without the consent of the company's owners and, moreover, in full compliance with the specified categories of legal norms. Let's consider how to quit a director without the consent of the founders using these mechanisms.

Dismissal of the director: we notify the owners

So, according to labor legislation, there are no special difficulties with formalizing the dismissal of the director. Another thing is the implementation of the director's right to dismiss, taking into account the norms of corporate law.

30 days in an LLC and 50 days in a JSC (we will consider the rules of law that establish these terms later) before the termination of work as an employee, the director must notify the owners of the company of his desire to quit. During this period, their task is to issue local regulations on the release of the former director from his position, on the appointment of a new head of the company, and also to initiate the necessary changes to the Unified State Register of Legal Entities.

The fact of notifying the owners of the firm by the resigning director must be proven. For these purposes, he can send the founders of the company a registered letter with a notification and with an inventory (which will reflect the presence of a letter of resignation in the letter). This letter can be made in several copies and sent to:

• at the legal address of the company;
• at her actual address;
• at the home addresses of the founders.

Notice of dismissal of the director: nuances

It is necessary to separately consider the specifics of the form of notice of dismissal of the director. The fact is that an extraordinary meeting of owners, at which the founders must elect a new head of the company, is generally convened at the initiative of the current director (if this competence is not assigned to the board of directors).

The director must notify the owners of the company about holding a meeting 30 days in advance - if he works in an LLC (clause 1, article 36 of the law "On LLC" dated 08.02.1998 No. 14-FZ) or 50 days in advance - if he works in a JSC (clause 1 article 52 of the law "On JSC" dated December 26, 1995 No. 208-FZ). Partially, these norms correspond with the provisions of Art. 280 of the Labor Code of the Russian Federation - on the need for a resigning manager to warn the owners of the desire to terminate the contract for a month. However, the norm on a period of 50 days, prescribed in Law No. 208-FZ, appeared later than the norm of Art. 280 of the Labor Code of the Russian Federation, and if the legal force of Law No. 208-FZ and the Labor Code of the Russian Federation are equal, the newer one is executed first.

Thus, in the general case, the form of notification of owners about the dismissal of a director will correspond to the form of a notice about convening an extraordinary meeting (if it reflects that the subject of the meeting is the appointment of a new director). However, a copy of the letter of resignation may also be attached to the notice.

The document must reflect the date, time and place of the meeting. The owners are considered notified of the dismissal of the director upon receipt by each of them of a notice with an application (appellate ruling of the Belgorod Regional Court of June 26, 2012 No. 33-1744).

Actions before dismissal: transfer of documents

As soon as notifications of the delivery of letters are received by the resigning director or are considered received upon their delivery (clause 1 of article 165.1 of the Civil Code of the Russian Federation), the manager can count the period of working off.

Since the head of the company is a financially responsible person, before dismissal, he should transfer documents and other corporate property to other competent persons. The list of such documents and types of property may include, for example:

• Reporting on entrusted amounts.
• Contracts.
• Powers of attorney.
• Keys, cards, EDS.
• Seals and stamps, previously hermetically packed, marked with the date of packaging. It is advisable to ask for the signatures of witnesses. This approach will help in the future to avoid accusations from the founders about the illegal use of the press.

In order to certify the fact of the transfer of corporate property, it is necessary to draw up a special act.

For a sample of filling out the act of acceptance and transfer when changing the director, see.

If it is impossible to transfer these documents and property to the founders, they can be temporarily left with a notary (if he takes such things for safekeeping). Or leave it for storage at your place, issuing the appropriate order.

It is also useful to carry out the necessary communications with the financial institution servicing the company's current account - by sending there, in particular, information that from such and such a date the director terminates employment relations with the economic company. As a result, the bank can cancel the EDS and other tools for exercising the powers of the resigning director (and this may additionally encourage the owners not to delay the appointment of a new head of the company - someone will need to sign financial documents).

How to quit the CEO through the court: a lawsuit against the employer

In fact, the manager withdraws his powers a month after notifying the business owners in accordance with Art. 280 of the Labor Code of the Russian Federation. However, in the state register, the head will be listed as the sole executive body, and the agency will be able to change this entry only to information about the new director.

If during the working period the founders did not appoint a new head of the company, the resigning director should already initiate a judicial mechanism in order to exercise his right to be dismissed from his position.

The founders of the company, who have not taken the actions necessary to appoint a new director instead of the resigning one, commit a violation that may be the subject of a lawsuit in the arbitration court: as a result of their inaction, the rights of an employee holding the position of general director and wishing to be relieved of it are violated (subparagraph 2, paragraph 1 article 29 of the Arbitration Procedure Code of the Russian Federation).

In a statement of claim, a director who resigned from the point of view of labor legislation may indicate, in particular, that the founders of the company, first of all, violate his rights to freedom of labor activity, unreasonably force him to perform his duties, which is prohibited by the provisions of Art. 4 of the Labor Code of the Russian Federation and clause 2 of Art. 37 of the Constitution of the Russian Federation.

The application to the court must be accompanied by:

• a copy of the letter of resignation;
• postal documents confirming the sending of the application to the founders;
• a fresh extract from the Unified State Register of Legal Entities, according to which the resigned director continues to hold his position;
• possibly - the results of the plaintiff's correspondence with employers (which reflects their unwillingness to fire him).

The claim against the employer was considered: the actions of the director

If the court takes the side of the plaintiff (it is possible that after going through several instances), the court decision on recognizing the inaction of the founders of the company as illegal can be transferred to the Federal Tax Service as a basis for amending the Unified State Register of Legal Entities.

Among the main probable reasons for the decision by the court in favor of the defendant is the failure of the director to fulfill his duties after de jure dismissal under the Labor Code of the Russian Federation.

The fact is that while the Unified State Register of Legal Entities will record information that the plaintiff is the current director of the company, he is obliged to act as director. If problems arise in the business due to his inaction, then his refusal to work can be interpreted by the court as a sign of abuse of the right to dismiss, which in this case can be carried out by the director intentionally in order to cause harm to the company.

In addition, the founders, in turn, may initiate a counterclaim against the resigning director as official, allowing inaction, and recover damages from him as a result of problems in business.

How to quit the director: an appeal to the Federal Tax Service and a possible lawsuit

There may be an alternative to filing a lawsuit against the inactive owners of an LLC in arbitration - an appeal to the Federal Tax Service with a request to exclude from the Unified State Register of Legal Entities the record that the director who left under the Labor Code continues to be the head of the organization. For these purposes, the following documents can be submitted to the Federal Tax Service:

• form P 14001;
• copies of the letter of resignation, notice of convening a meeting of founders, postal documents.

In this case, the signature on the form P 14001 can be certified by a notary.

If the Federal Tax Service refuses to amend the Unified State Register of Legal Entities based on the relevant request of the resigning director, he may initiate a lawsuit, the subject of which is the inaction of the department, expressed in the refusal to make changes to the Unified State Register of Legal Entities. Prior to this, it is also necessary to obtain clarifications from the higher structure of the Federal Tax Service (clause 1 of article 138 of the Labor Code of the Russian Federation), unless, of course, the department at the appropriate level does not satisfy the applicant's request.

There is a possibility that the arbitration will take the side of the plaintiff - based on the fact that the information in the Unified State Register of Legal Entities that the plaintiff is the current director of the company will be unreliable, since he no longer works in the organization (decision of the Arbitration Court of the Lipetsk Region dated November 9, 2015 to case No. А36-4738/2015).

However, it should be noted that such precedents, by definition, are not very representative, since they are based on a fairly deep interpretation by the court of the legal norms on state registration and are likely to occur most frequently in hearings in which the firm itself is not a third party and will not be making any claims.

Director's actions before dismissal: appointment of an acting director

In many respects, the success of the lawsuits of the resigning director, if they have to be initiated, depends on his actions preceding the dismissal, as well as those carried out in the period before the filing of certain claims.

One of such actions may be the appointment by the head of the company instead of himself of a person (with his consent), authorized to perform the necessary management actions in the absence of the resigning director.

This appointment will be a factor confirming the desire of the director to act in good faith under the circumstances and in the interests of the company - in arbitration, this priority of the resigning leader can be highly valued when deciding on the dispute.

It should be noted that a full-time deputy director can officially become an interim or even replace a director on a permanent basis, as in the case of any new director appointment, only by decision of the founders. At the same time, a person appointed by the resigning director instead of himself can accept any amount of authority, unless otherwise specified by the charter of the organization (decision of the Federal Antimonopoly Service of the Higher Educational Society dated March 22, 2012 in case No. A58-6315 / 10). This action does not form the regulatory grounds for making changes to the Unified State Register of Legal Entities, but may be taken into account by arbitration.

Results

The consent of the founders to release the director from his position is not required - in terms of termination of labor relations with him, regulated by the Labor Code of the Russian Federation. However, the termination of the powers of the resigning director as a subject of corporate law (and, as a result, the introduction of the necessary changes to the Unified State Register of Legal Entities) requires the participation of the founders and their decision to dismiss the director from office. If the founders do not make such a decision, the resigning director has the right to achieve changes in the Unified State Register of Legal Entities through the Federal Tax Service or through the courts.

You can learn more about the specifics of the exercise of authority by the head of the organization in the articles:

• "Can the CEO work part-time?" ;
• "Dismissal of the CEO at his own request" .

Hello! In this article, we will talk about how to fire the director of an LLC.

Today you will learn:

1. Reasons for the dismissal of the director of the LLC;
2. The procedure for the dismissal of the director of an LLC;
3. Payment of compensation.

How to fire the director of an LLC

LLC director - This individual which manages the enterprise and is responsible for its activities.

Despite the fact that the head of the company is endowed with certain powers, the Board of Founders is recognized as the supreme authority of the LLC. So the question is: “How to fire the CEO?” - remains relevant, and has a number of features.
It is the Board that can dismiss the director and appoint a new person to take his place. Participants of the enterprise gather at a general meeting to decide on the issue of dismissal. Based on the results of the event, an appropriate decision is made.

In order to know how to properly dismiss a director, you need to follow the established procedure presented below:

Procedure	Description
Registration of the minutes of the Board of Founders	The document is drawn up properly with the obligatory indication of the reason for dismissal
Issuance of a notice of dismissal	The document must be registered in the journal
Drafting	Acceptance and verification of the values ​​listed in the act
Payment of amounts due	All compensation, final wages and other benefits must be paid
Making entries in the personal card of the director	It must be signed by the director
Make an entry in work book	The work book is issued to the director on demand
Notify bank	Providing the necessary package of documents
Tax Service Notification	Within three days, it is necessary to provide the required documentation, including a notarized application for

Dismissal of the director of an LLC at his own request

The head of the LLC, on the one hand, acts as an employer, and on the other hand, he is an employee who has the right to vacate his position at will.

The body that hired him is authorized to dismiss the director at his own request. In such a case, according to Art. 280 Labor Code, the employee is obliged to notify the employer of the upcoming dismissal no later than 30 days. Moreover, notification is required in the form of an appropriate application submitted in writing.

If the dismissal of the head occurs on his own initiative, then the decision of the founders is not required. The Council is obliged to consider such an application and take appropriate measures.

The current head is obliged to convene an extraordinary meeting of participants to decide on the selection and appointment of a new candidate for the place vacated by him. The founders must be notified no later than one month before the date of dismissal. On the mailing address each of them should receive a notification. It contains information about the new convocation and the agenda.

We remind you that you can find the postal addresses of the participants in the documentation kept by the LLC. If the founders are legal entities, then their postal address is contained in . In cases where the information has lost its relevance, and there is no other information, then the notification sent to the last specified address is considered to be executed.

At the general meeting, the participants of the enterprise, after the selection and approval of a new candidate, must decide on the date from which the powers of the former director cease, and the new head will be able to begin job responsibilities.

This date could be:

• The number indicated by the director in the application, provided that the founders agreed with it;
• After 1 month to notify the participants. If the date falls on a weekend, then the date of dismissal of the director will be considered the next business day;
• Any other date agreed upon by both parties.

If the desire to resign came from the director due to circumstances in connection with which he cannot continue to work, then you will have to dismiss him on the day that he indicated in the application.

The actions to be taken by the director upon dismissal are presented in the table:

No. p / p	Action	Short description
1	Account for outstanding amounts	You should submit an appropriate report, and the available surplus money to the cashier. You need to make copies of all documents to eliminate possible disputes
2	Notify bank	Timely notification of the bank will allow you to avoid the illegal use of the signature on payment documents after leaving the company. This is especially true when using an electronic key, and the Bank-Client program
3	Prepare an act of acceptance and transfer of valuables	Such a document is signed on the day of dismissal. You should check the list of valuables in it (Seals, forms of strict accountability, etc.), and transfer them to the new director

Other reasons for the dismissal of the director of an LLC

Other reasons why a manager may be fired include:

• The term of the employment contract concluded with him has expired. company contains necessary information by the expiration date of the contract with the current manager. Members of the organization are obliged to notify the director within three days before this date. If his work suits the founders, then they conclude a new contract with him;
• If the director and his employer have entered into an appropriate agreement. Such dismissal is also called "soft". You should resort to it if you need to fire an employee, but you don’t want to spoil your relationship with him. It is impossible not to exclude the fact that the director during his work was able to establish business trusting relationships with the partners of the company. To prevent the loss of customers, you need to take care of a "soft" parting.
• Founders Initiative. Any member of an LLC may initiate the dismissal of a manager. The reasons may be dishonest attitude to labor duties, excess of authority, taking actions that caused harm to the health or property of the enterprise, etc. If there are illegal actions, the Council is obliged to decide under which article to dismiss the director. dismissal articles, former employee has the right to challenge it in court.

The legislation provides for the option of dismissing a director at the initiative of the founders without giving reasons.

• If the property of the LLC has passed into the hands of other owners. Do not misunderstand the change of founders. Since the organization itself is recognized as the owner of the property, and not the founders of the LLC, therefore, the change of owners means the transfer of ownership to third parties.
• Removal from office in case of recognition of the enterprise. Under existing circumstances, the head of the bankrupt enterprise is relieved of his post, and the management of the organization passes to the deputy.
• . In cases of closure of the enterprise, the manager notifies the staff no later than 2 months. After the selection of the liquidation commission at the enterprise, the head is removed from office.

How can a founder fire the CEO of an LLC?

The dismissal of a director at the initiative of the founders is a complex process, which is often accompanied by various conflict situations. You need to remember that compliance with all formalities in such cases will save you from undesirable consequences.

A founder wishing to dismiss a director needs to call a meeting and issue a statement to that effect. The Board of Founders determines the legitimacy of the claims and makes a decision. In most cases, the director may be placed on probation.

If a positive decision of the participants is received, then the protocol of the Council is sent to the head.

It must have his signature on it. Its presence indicates that the director was notified in a timely and proper manner.

Payment of compensation to the dismissed director

The size monetary compensation, which is supposed to be paid to the director upon dismissal depends on:

• From the conditions prescribed in the employment contract;
• From the circumstances under which the head leaves the company. Naturally, if the director is clearly at fault, no bonuses will be awarded to him;
• Depending on the availability of the terms of additional agreements concluded between the parties in the course of work.

The amount of compensation depends on:

1. From the time actually worked at the enterprise;
2. The time remaining until the end of the employment contract is taken into account;
3. Based on the amounts that he would have received in the event of the further implementation of his labor duties;
4. Additional expenses that the manager will incur in the event of early dismissal.

Compensation paid upon dismissal is not taxable. It is equal to the average monthly wages taken in three times.

However, if labor contract does not contain any conditions for the payment of compensation to the dismissed manager, this does not mean at all that the LLC is exempt from paying it. If no illegal actions were established in the actions of the director, then the employer is obliged to pay the amounts due. You should remember that the dismissed employee retains the right to apply to the court, and he can decide on reinstatement.