Sample of filling out form P14001 when changing director

Document year: 2018

Document group: Documents, Forms

Type of document: Form, form, example

Download formats: DOC, EXCEL, PDF

The unified form of the new form P14001, which can be downloaded completely free of charge in Excel format, will make it possible to correctly organize the introduction of changes or correction of inaccuracies in the Unified State Register of Legal Entities regarding certain information about the activities of a particular company (legal entity), provided that they are not related to changes in the provisions of the Charter . Using the provided sample filling, you can correctly fill out and submit an application for the need to change information about the management or participants of the LLC, indicating the distribution of their shares or the new location of the main office, as well as adding new OKVED codes. If necessary, you can also draw up a request on a separate form to correct incorrect (inaccurate) data identified in the registration documents of the Unified State Register of Legal Entities.

New form P14001: when to use?

XLS forms of the new form P14001 will be needed to fill out, make changes if necessary or correct errors in the Unified State Register of Legal Entities regarding the company’s registration data. These may be the following cases:

• Distribution of shares . If there have been changes in the division of parts of the authorized capital as a result of their sale, inheritance or donation, as well as upon the withdrawal of participants.
• Change of legal address . When the location of the head office changes, unless this concerns changes in the Charter. This is usually possible when the constituent documents do not indicate the detailed address of the company, but only the name of the locality within the boundaries of which the legal address has changed.
• Change of director . When you need to register information about a change in the leadership of an organization, and also, if necessary, clarify the passport details of participants, for example, changing a surname after marriage, moving to a new place of residence, etc.
• Changing OKVED codes . If it is necessary to add new codes as part of the activities provided for in the constituent documents.
• Error correction . When it is necessary to correct inaccuracies that were made during the registration of a company, in other words, if information about the organization in the Unified State Register of Legal Entities does not correspond to the data specified in the Charter or when changes have been made to the constituent documents.

Change of general director of LLC

An important point is that when changing a director, “dual power” should not be allowed, that is, a period of time when the previous director has not yet been fired, but an employment contract has already been concluded with the new one. A situation of “anarchy” is also unacceptable - the director is fired, and no one is appointed to his position.

Step-by-step instructions on how to change the director in an LLC:

Step 1. Prepare the minutes of the general meeting of participants or the decision of the sole participant to change the director. There should be two questions on the agenda:

1. termination of powers of the former director and termination of the employment contract with him;
2. election of a new director and conclusion of an employment contract.

Step 2. Fire the previous director and hire a new one.

Please note that upon dismissal of the old director, the powers of attorney that he issued do not automatically cease to be valid. More details: general power of attorney to represent the interests of a legal entity.

Step 3. Fill out an application in form P13014 and have it certified by a notary. The notary will also request a certificate of TIN and OGRN, the charter of the LLC, and a decision on changing the director. The question of the need for a current extract from the Unified State Register of Legal Entities should be clarified with a notary. Some notaries accept an electronic extract from the Federal Tax Service or independently request information from the register, while there are those who only require a paper extract. Find out about this in advance, because... If you need a paper statement, it will need to be done before submitting documents.

Note! [email protected] came into force , amending the application form P13014 . The application can only be submitted on a new form. The principle of filling out the application for the described cases does not change, however, the barcodes on all sheets have been changed (on the first sheet of the new form there is a barcode with the number 7310 2014), as well as the numbering of the sheets (sheet H “Information about the applicant” has become sheet P). Samples in articles will be replaced in the near future. .

Step 4. Complete the amendments to the Unified State Register of Legal Entities when changing the director. To do this, within seven working days from the date of the decision, you must submit a certified application P13014 to the tax office. For violation of this deadline, a fine may be imposed under Article 14.25 of the Code of Administrative Offenses of the Russian Federation (5,000 rubles).

What other documents about the change of director need to be submitted? In the regulations for the provision of government services for registering changes, only one document is specified - application P13014. However, in practice, the Federal Tax Service may also request a decision to change the director and an order to appoint a new director. The state fee for registering a change of director is not paid.

Please note: documents regarding a change of director must be submitted to the tax office where the LLC was registered. In large cities there are special registration inspections, for example, in the capital it is Federal Tax Service Inspectorate No. 46 for Moscow. On the official website of the Federal Tax Service you can find out the contacts of the registering Federal Tax Service at your legal address.

Step 5. Receive from the tax office a sheet of the Unified State Register of Legal Entities confirming the introduction of changes about the head of the LLC in the register. The deadline for changing the general director is established by the Law “On State Registration” No. 129-FZ - five working days, not counting the days of submitting and receiving documents.

Step 6. Notify the bank about the change of director. To do this, you must submit the following documents to the bank where the LLC current account is opened:

• protocol or decision on changing the director;
• Unified State Register of Legal Entities sheet;
• order to appoint a new director;
• a card with sample signatures of the new manager.

In addition, if the current account is connected to the Internet banking system, you need to generate a new electronic key.

New form P14001: main differences

The unified form of the new form P14001, which can be downloaded online, has 51 pages, which are divided into two groups:

1. Statement This group contains 4 parts: 1 - information about the company specified in the register; 2—reasons for the need to make changes or correct errors; 3 - decision of the meeting of founders; 4 - completed to correct errors found in a previously submitted application.

The applicants may be founders, co-founders, heads of executive bodies, legal successors of withdrawn participants, notaries and executors of wills.

2. Appendices A set of sheets labeled in capital letters from “A” to “T”, which are completed as needed. You should only design those pages on which it is proposed to make changes or correct errors. Blank sheets of forms will not be returned. In this case, the notary must fill out only p. 6 sheets "R".

The main differences between the new form P14001 and the old version are mainly related only to some nuances of filling out, with the exception of one addition. The new form contains Appendix “L”, which concerns changes in the size of shares of the company’s statutory fund, including during alienation. The need for such an addition is associated with the emergence in the legislation of new provisions regarding transactions with the authorized capital of organizations - legal entities.

Requirements for filling out an application

When filling out form P14001, be guided by the following requirements:

• The application can be filled out by hand or on a computer;
• when filling out by hand, use only a pen with black ink, write in capital block letters;
• when filling out on a computer, use capital letters in Courier New font, size 18;
• double-sided printing of the application is prohibited;
• Print and complete only those pages that relate to the changes you want to make. To change OKVED this is page 001, sheets N and P;
• In one cell, indicate only one character (letter, space, punctuation mark);
• rewrite abbreviations exactly as they are used in documents;
• do not make mistakes, typos or corrections;
• the application must contain continuous numbering of all completed pages, starting from 001;
• don't staple the statement

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Sample act of acceptance and transfer of documents upon change of director

A director is a person responsible for the safety of the organization’s documents and part of the property assigned to him. Upon dismissal, the director must hand over his files, but no specific procedure is established by law. The procedure for changing the general director in an LLC can be enshrined in a local act of the company. In any case, the LLC participants do not have the right to delay the dismissal of the director under the pretext that he did not transfer any documents or property, but they can claim them as part of legal proceedings.

If a change of director occurs with a conflict between the parties, and the new director or participants for some reason do not accept the documents, then the previous director can deposit them with an archival organization or a notary.

Drawing up an act of acceptance and transfer of affairs when changing the general director is, first of all, in the interests of the former manager himself. The transfer and acceptance certificate can be signed either by two directors among themselves, or with the participation of the owners of the organization. You can familiarize yourself with our document acceptance certificate template and change it to suit your situation.

Change of founder and CEO at the same time in 2022

Very often, the general director of an LLC is its founder. According to statistics from our service, only in 20% of cases the director is hired from outside. What are the peculiarities of changing the CEO and founder at the same time?

If there are several participants in an LLC, then the sale of a share or the withdrawal of a participant is possible (the condition for the possibility of leaving the LLC must be provided for in the charter). Read more about this in the article “Withdrawal of a participant from an LLC: step-by-step instructions 2022.” If there is only one founder, then he cannot leave the company until a new participant joins it.

We do not recommend registering the change of the sole founder of the LLC on your own, because To do this, it is necessary to formalize the entry of a new participant with a change in the charter and an increase in the authorized capital in the form P13014 and the subsequent withdrawal of the participant or the sale of a share. This is quite complicated, so it is worth contacting specialist registrars.

In 2022, the following rules for changing a founder in an LLC apply. The following must be certified by a notary:

• participant’s statement about leaving the LLC;
• decision of the general meeting of participants to increase the authorized capital;
• an offer by the remaining participants to buy out the share;
• demand of a participant to buy out his share.

Let's consider a fairly simple option of changing the director with the withdrawal of a participant from the company.

The company has two participants, one of them was accepted to the position of general director under an employment contract. The director decides to resign as director and leave the LLC. The charter provides for the right to withdraw from the LLC; one participant remains in the company, so this option is permitted by law.

The decision to change the general director and withdraw a participant from the LLC is made at a general meeting of participants and documented in minutes. In application P13014, you can simultaneously report the withdrawal of a participant and the change of director by filling out the appropriate sheets. Form P13014 and the participant’s application are submitted to the tax office within three working days from the date of the decision. If the participant’s share is immediately distributed, then a protocol on the distribution is also needed.

Otherwise, the procedure does not differ from the step-by-step instructions for changing the general director in LLC 2022, which we discussed above.

Decision to change the director of an LLC: sample with one founder

How to change the director in an LLC if there is only one founder? The only difference between changing the director in an LLC with a single founder and a company with several participants is that instead of the minutes of the general meeting, the founder makes a sole decision on changing the general director.

If the director is not the founder, but an employee, then the usual dismissal procedure is carried out. In the case where the sole founder is a director under an employment contract, he does not have the right to compensation upon dismissal, because Chapter 43 of the Labor Code of the Russian Federation does not apply to such a case. For more information about whether a sole founder can enter into an employment contract, read this article.

We have prepared a sample decision of the sole founder to change the director, in which the founder and the director are different persons.