Information about the current manager is not reflected in the statutory documents, but is published in the Unified State Register of Legal Entities, and when concluding transactions, counterparties can check the authority of a particular person.
Who and how long will hold the position of head of a legal entity is determined solely by the decision of the company’s founders or the employee himself.
Company representatives must send notifications about the change of general director to government agencies and contractors as soon as possible, regardless of the reason for the dismissal of the employee and the article of the Labor Code.
So, it is necessary to notify the following authorities when changing the general director.
Who needs to be notified about a change of CEO
Notification of a change of director is sent in the prescribed manner by the new director or founders of the company (the specific sender is established by law or agreement):
1. To the Federal Tax Service of the Russian Federation.
2. Taking into account the terms of existing agreements:
- counterparties (along with an additional agreement to amend these contracts);
- creditor banks, as well as the bank in which the current account is opened (the notification in such cases is supplemented by a fresh extract from the Unified State Register of Legal Entities, a card with a sample signature of the new director).
3. Voluntary:
- counterparties with whom agreements on mandatory notification upon change of director have not been signed;
- employees.
Let's consider each of the cases in more detail.
Drawing up a notice
The content of the notice of change of general director is not regulated by law, and therefore is drawn up in any form in compliance with the rules of business document flow.
If you have a letterhead, you can write a notice on it. In its absence, the notification can be successfully drawn up on a sheet of A4 paper.
Unlike a notification on a blank sheet of paper, you must enter information about the sender. In fact, a blank sheet should repeat the form of the form, where the sender’s details are located either in the center of the sheet or in the upper left corner. The sending details are also entered there - date and outgoing notification number.
The name and location of the addressee is indicated in the upper right corner.
The notification text is extremely simple. You can do without introductory words and listings of the addressee’s regalia. It is enough to write “By virtue of the existing contractual relations between us on ________________, we inform you that by decision of the meeting of founders No. 1243 of 04/15/2020 for Shadows of the Past LLC, Anton Andreevich Vasilkevich was appointed General Director of the LLC. By the same order, Anastasia Igorevna Rozova was relieved of her duties as general director of Shadows of the Past LLC.
If necessary, you should clarify which of the previously sent documents signed by the previous director should be considered valid and which should not.
The notification is certified by the signature of the new general director. Among other things, the signature of the new manager will give counterparties the sample they need for the future.
What documents to send to the tax office when changing the director of an LLC
Mandatory notification to the Federal Tax Service when changing the head of the company is drawn up in form P13014 (previously - P14001).
EXPLANATIONS from ConsultantPlus experts: In the event of a change of director (in addition to the title page and sheet P), you must fill out a sheet relating to the sole executive body (SEO). The latter is filled out both for the previous director and for the new one. Which specific sheet needs to be filled out as a sole executive officer depends on who performed and who will perform the functions of director. Read the procedure for filling out the form in K+.
Document P13014 must be submitted to the Federal Tax Service within 3 days after:
- signing by the founder (meeting of owners) of a decision or protocol on the appointment of a new director;
- the beginning of the powers of the new director in accordance with the decision or protocol.
The new manager, who is approved by the founders or the meeting of owners, fills out and submits form P13014. This form must be notarized.
Federal Tax Service (FTS)
If a manager is re-elected to a position as part of the “extension of powers” procedure, the Federal Tax Service should not be notified about this, since from the point of view of the register, no changes have occurred in the organization’s management.
In all other cases, notification to the tax office of a change of director is mandatory. For failure to fulfill this obligation within the prescribed period, administrative liability is provided for in Article 19.7 of the Code of Administrative Offenses of the Russian Federation.
Algorithm and deadlines for notifying the tax inspectorate:
- Fill out an application for changes in the organization (form P14001) to enter information into the Unified State Register of Legal Entities and have it certified by a notary.
- Submit a certified application to the Federal Tax Service within 3 days after the appointment of a new manager (Clause 5, Article 5 of Federal Law No. 129-FZ of 08.08.2001 “On State Registration of Legal Entities and Individual Entrepreneurs”). The application must be submitted to the tax office at the place of registration of the legal entity.
- Receive a Unified State Register of Legal Entities entry sheet from the tax office confirming the changes.
IMPORTANT!
Other government organizations and funds (FSS, MHIF, Pension Fund) are not required to notify about the change of director. After making changes to the Unified State Register of Legal Entities, the tax inspectorate independently notifies all government agencies of the appointment of a new head of the organization.
Additional agreement upon change of director: nuances
Agreements between business entities may contain a condition under which each party to the agreement, upon a change of management, enters into an additional agreement with the counterparty to the current contract.
This agreement includes wording that the parties have agreed to change the preamble of the agreement (it is in it that information about the heads of the companies entering into the agreement is usually indicated). An exact extract of the wording from the previous preamble is given, and then a new one is indicated, which the parties agree to consider correct.
additional agreement when changing the head of a company that has entered into a similar agreement, you can here:
Filling out form No. P13014 page by page when changing the director of the company
Form P13014 contains 66 pages, but for each specific change in the LLC, the necessary sheets are selected. When changing the head of the company, you must fill out:
- Title page;
- Sheet I in two copies - for the former and new director;
- Sheet P for the applicant.
2.1 Title page
Title page.
Page 001 The first page is filled out regardless of the reasons for filing the application P13014. Indicate the LLC data exactly as in the Unified State Register of Legal Entities. You can clarify them in the extract from the register.
In paragraph 2, when choosing the reason for submitting the form to the tax office, indicate the appropriate digital value:
- “1” - amendments to the charter and changes to information in the Unified State Register of Legal Entities. If information about the manager is specified in the charter of the LLC,
- “2” - making changes to information about the LLC only in the Unified State Register of Legal Entities. If the charter does not contain information about the director.
When selecting code “1” below, in a special field, you must indicate in what form changes were made to the charter: its new edition was adopted (“1”) or changes to the charter were drawn up separately (“2”).
If you only need to notify about a change in the head of the company, you do not need to fill out anything else on the title page.
Receive form P13014 on change of director for free
Do not waste time searching for the necessary forms, suitable pages and studying the filling rules. Enter your details in a simple form, and our online service will prepare an application and all the documents necessary to change the director for you. The service takes into account all legal and tax requirements. You will be able to download and print documents. We will also include submission instructions.
Documents for replacing the director of an LLC
Documents for replacing the director of an LLC
2.2 Sheet I for changing the head of the LLC
Sheet And on the former leader. Page 1
Sheet And for the new director. Page 1
Sheet And for the new director. Page 2
Fill out sheet I in two copies: one for the previous director, the other for the new director.
First, fill out sheet I for the terminated director
You will only need page 1 of sheet I. In paragraph 1 “Reason for entering information”, put the code “2” - termination of authority. Enter the details of the former director in section 2 “Information contained in the Unified State Register of Legal Entities.” No more information about the former director will be filled in.
Then fill out the second copy of the sheet for the new manager
, for this you need both pages of sheet I. In step 1, select code “1”, it means the assignment of authority. In paragraph 3 “Information to be entered into the Unified State Register of Legal Entities”, select the appropriate columns to indicate information about the new person managing the LLC.
Letter to counterparty about change of director: nuances
Agreements between business entities may also stipulate a condition under which each party informs the other when changing the director. In this case, the contract may also contain the desired form of notification. In addition, methods of notifying the counterparty may be specified - by mail, fax, electronic communication channels.
You can also download a sample of such a letter from the link below:
If there are no such conditions in the contracts, you can notify the counterparty of a change in management on your own initiative. In this case, it is lawful to use any convenient form of document, as well as the format for providing it to the partner.
Results
An organization whose director has changed must inform the Federal Tax Service about this - using form P13014. It may also be necessary to send notices of the change of director (and other related documents) to banks and counterparties.
You can learn more about the features of the procedure for changing the director of an organization in the articles:
- “Who announces a change of director: the new and old director?”;
- “Act of acceptance and transfer of documents upon change of director”.
You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.
Purpose of notification
In addition to purely managerial functions, the CEO has the so-called “signing right”. By virtue of this “right,” documents signed by the general director acquire legal force.
The “right to sign” is fixed in the constituent documents. This means that the full name and other data of the general director are included in the Charter of the legal entity. In addition, a sample signature of the general director is provided to various government bodies, as well as to the bank servicing the current account of the legal entity.
Accordingly, a change of director entails a change in the signature on the documents.
In order for the documents signed by the new director to have authority, changes must be made to the constituent documents, and counterparties and the bank must be notified of the personnel changes that have occurred.
Until 2013, the tax authorities were also required to be notified of a change of director. Currently, this provision is not in effect, since the bank notifies the tax authorities of any changes to the Charter of a legal entity.
