Sample order for taking on the position of director

The dual status of the CEO

As we have already said, the director is the sole executive body who acts on behalf of the LLC. In addition, if a manager is registered as a staff member, he also becomes an employee.

That is why the entry into office of the general director is formalized by two different orders:

• on the appointment, which confirms the assignment of powers to the sole executive body;
• on employment, which determines the work schedule and terms of remuneration.

The first order relates to internal documents of the company, and the second is a personnel document. If the LLC has one founder who plans to manage his own company, then he may not enter into an employment contract. In this case, a personnel order is not drawn up.

The law does not clearly establish which order confirms the authority of the manager. But in practice, at the request of interested parties (for example, a bank when opening a current account or counterparties when concluding a transaction), an assignment order is most often provided.

Procedure for appointment to the position of director

The election of a new head of a company differs depending on the form of ownership. When there are many applicants for a position, it proceeds according to the following scheme (see table).

In an LLC, the decision is formalized in a protocol, which is signed by all parties (participants). In general, the meeting is called by the leader. It is held at least once a year within the time limits established by the charter. The procedure is regulated by the LLC Law.

To ensure that the meeting’s decision is not invalidated, follow all the rules! Carefully study the constituent documents, relevant laws, protocol and check each stage of the event. This way you can avoid the risk of the manager being removed from office and losses associated with his concluding new deals.

The next stage of appointment to the position of manager is the preparation of an employment contract. It reflects all working conditions: the rights and obligations of the parties, remuneration, terms of reference and other important information. If the director is the only founder, there is no need to draw up a document. Also see “Employment contract with the general director: sample 2022.”

When the contract is signed, an order for appointment to the position is issued. In the process of compiling it, you must comply with the requirements of accounting legislation and check all information. Particular attention should be paid to the dates entered so that there are no questions from regulatory authorities. Also see “How to draw up an order for the appointment of a general director.”

ATTENTION Both managers cannot perform duties on the same day at the same time. Such actions are contrary to the law. Take this fact into account when transferring cases and issuing an order to remove the previous general director from office.

The procedure for appointing a manager does not end there. The law requires notifying the tax service of changes that have occurred. Otherwise, the new CEO will not have the authority to make deals.

This is due to the fact that old information about the previous manager remains in the state register of legal entities. To make amendments, the organization must send a written notification to the inspectorate with a request to make changes to the Unified State Register of Legal Entities. Failure to comply with this requirement may result in prosecution.

What to do before registering as a director

First of all, check the director's candidacy for disqualification. If it turns out that his data is included in the register of disqualified persons, the Federal Tax Service will refuse registration on the basis of Article 23 of the law of 08.08.2001. In addition, for concluding an agreement with such a person, the LLC may be fined under Article 14.23 of the Code of Administrative Offenses of the Russian Federation in the amount of up to 100,000 rubles.

The order to assume the position of the general director is issued based on the decision of the founders. If the manager is appointed upon registration of the LLC, then a separate document on the appointment does not need to be drawn up. The corresponding clause is included in the decision or protocol on the establishment of the company. In the event of a change of director of the LLC, the participants hold a general meeting at which they decide to terminate the powers of the previous director and elect a new one.

In addition, information about the director must be transferred to the Federal Tax Service, which enters this information into the Unified State Register of Legal Entities. If this is the first director of the LLC, then information about him is provided in application P11001. When changing directors, form P13014 is submitted.

The last thing to do before issuing an order is to conclude an employment contract with the director. On the LLC side, the agreement is signed by the chairman of the general meeting of founders or the sole founder.

Registration of an employment contract

The CEO is a full-time employee like everyone else. And they draw it up according to the general rules. He must present to the personnel department a passport, work book, military ID and other documents necessary for employment. After this, an employment contract is signed with him, which must contain the conditions specified in Art. 57 Labor Code of the Russian Federation. Before signing the agreement, the director must be familiarized with the internal documents of the organization against signature.

In the “My Business” online accounting system, a package of employment documents is generated automatically; you only need to enter information about the employee.

The legislation does not limit the period for which a manager is hired. The General Director can be hired either under a fixed-term employment contract (no more than 5 years) or for an indefinite period. This can be specified in the charter or in the decision.

An employment contract with the general director on the part of the organization is signed by one of its authorized representatives (Clause 1, Article 40 of the LLC Law):

• Chairman of the general meeting of participants or the board of directors (supervisory board);
• the sole owner of the company;
• another authorized participant of the LLC.

The date of the employment contract with the director coincides with the date of adoption by the sole founder or the general meeting of participants of the decision on the appointment.

How to draw up an order for the appointment of a general director

An order assigning the duties of a director is drawn up in free form. Since by this time the powers of the director have already been confirmed by the decision of the founders, given in the Unified State Register of Legal Entities and the employment contract, the order is signed by the director himself. The same is stated in the letter of Rostrud dated December 19, 2007 N 5205-6-0: “Hiring is formalized by an order for taking office, which is issued by the director himself.”

In the order, the director confirms that he begins to perform his duties for the period provided for by the charter of the LLC. Here you must indicate the reasons for taking office:

• minutes of the general meeting of participants or the decision of the sole participant;
• employment contract (if concluded).

Order on the appointment of the general director of an LLC (sample)

Another important point. Accounting must be kept immediately after the company is registered, and the law places responsibility for the organization of accounting on the manager.

Therefore, for the first time, if it has not yet been decided to whom to transfer the accounting, the director performs these duties himself. In this case, the order must be supplemented with approximately the following wording: “Due to the absence of an accountant in the staffing table, I assign the responsibility for accounting to myself.”

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How to draw up an order for hiring a director

Now let's look at the hiring order. It is drawn up if an employment contract has been concluded with the director. For an LLC with one founder who plans to manage the company himself, this possibility is still controversial. Thus, Rostrud believes that signing an employment contract by one person on both sides is unacceptable. At the same time, the courts often side with the founding manager who wants to receive an official salary.

In addition, an employment order is not drawn up if the company will be managed by an individual entrepreneur or management company. Indeed, in such cases, it is not an employment contract, but a civil law contract.

There are no specific features in executing an order for hiring a director. In this case, he is an employee who is subject to the requirements of the Labor Code of the Russian Federation. Therefore, a standard form of personnel document is used, as for other employees.

Until 2013, employment was issued only on a special T-1 form. Now this unified form is not mandatory; companies can develop their own samples of personnel documents. However, the T-1 order is still widely used because it is easy to fill out and lists all the required information.

Order form T-1 on hiring a director

This order differs significantly from the order to take office. Here are the main terms of the employment contract:

• date and validity period (if the contract is fixed-term);
• salary;
• probationary period, if established;
• contract details.

Order for hiring a general director (sample)

Order and instruction: procedure for issuing at an enterprise

At the discretion of the organization, page-by-page approval of the draft document is allowed or the possibility of issuing document visas on a separate approval sheet. At the same time, the form of the approval sheet is not regulated by either GOSTs or legal acts, and in accordance with this, in different organizations the approval sheet may have a different form (see Example 6).

When submitting a draft administrative document on paper for approval, only one type of project route is possible: sequential. This means that at the same time the draft document can only be in the possession of one of the approving officials. In practice, there are often cases when a draft document must be approved by managers of the same level, and the order of their approval does not matter. Accordingly, a sequential document approval route is not always the optimal solution.

In addition, the “traditional” method of approval “eats up” quite a lot of working time for the company’s employees. After all, the draft document on paper must be independently submitted to the approving officials or transferred through the management documentation support service (hereinafter referred to as the DOU service). In the latter case, the approval of the document takes a long time, since first you need to take the project to the preschool educational institution service, then it is necessary for the secretary or the person responsible for office work of the required department to pick up the project from the preschool educational institution service and transfer it to his manager for approval, and after approval, return the project to the service DOW... This procedure should continue until the project is agreed upon by all necessary officials. As a result, at medium and large enterprises, approval of one draft document can last several days.

Coordination of draft documents using office automation and electronic document management systems has many advantages compared to the “traditional” method. With this approach, the developer of the draft document creates a project in the system, indicates the type of route for the draft document during approval, and activates the approval procedure.

The following coordination routes are possible:

• sequential: when the project first goes to the first approver; after he has approved the project, the project automatically goes to the second approver, etc.;
• parallel: when the project is submitted simultaneously to all approving parties at once and they approve the draft document in any sequence;
• parallel-sequential (or mixed): when the draft document is first received by one group of officials who can carry out approval in any sequence; and only after all officials from the first group have agreed, the project is sent to the next group of officials.

If we consider the coordination of draft orders and instructions, it can be noted that the most optimal would be a parallel-sequential route. In this case, coordination can be organized using the following chain:

• 1 group of approvers – the executor (or developer) of the draft document;
• 2nd group of coordinators – the head of the performer;
• 3rd group of approvers - the head (or employee of the preschool educational institution service) who checks the draft administrative document for correctness;
• 4th group of coordinators - heads of departments for whom the project provides tasks and assignments, as well as the head of the legal service;
• 5th group of coordinators – deputy (or deputies) of the head of the enterprise.

Coordination using automated systems also has a number of advantages compared to “traditional” coordination. Let's name the main ones:

1. The developer does not need to waste time delivering the project to approving officials, since this is done by the system in accordance with a given route.
2. The developer can indicate the time during which the official must approve the draft document.
3. The developer of the draft document can at any time see how the document is being approved, which of the officials carried out the approval and which visa was issued.
4. Approving officials will quickly learn that they have received a draft document for approval thanks to a special notification system.
5. The draft document is agreed upon as quickly as possible.
6. The draft document cannot be lost in the approval process.
7. The system can store all versions of the project, visas and approval notes.

Despite the above-mentioned, quite significant advantages of “electronic” approval, it is currently used in a small number of enterprises. And the reason for this is the following: it is possible to automate work with draft documents, including the approval stage, only if all managers become active users of office automation and electronic document management systems, because they are the main approving officials. Unfortunately, today's practice shows that in most organizations and enterprises the main users of automation systems are secretaries and those responsible for office work, whose competence does not include the approval of draft documents.

Now let's consider what happens if one of the approvers does not agree with the content of the draft document.

If one or more approvers make fundamental comments that change the essence of the document, the draft must be reprinted (i.e., a new version of the draft document must be created) and re-agreed.

If, during approval, editorial comments were made that do not change the content of the project, then the project is also subject to reprinting, but re-approval is not required in this case.