The old director can be an applicant when changing the director of the LLC in 2022

How to make changes to the Unified State Register of Legal Entities when changing the director by submitting an application on form P13014 on paper

The change of director must occur in the following order, regulated by the Law “On State Registration of Legal Entities” dated 08.08.2001 No. 129-FZ and the order of the Ministry of Finance of Russia “On approval of the Federal Tax Service regulations on the service of registration of legal entities” dated 01.13.2020 No. MMV-7-14/ [ email protected] :

• Drawing up a protocol (decision) of the founders on the change of director. From the date of signing, 7 working days are counted, during which it is necessary to submit an application for changes to the Federal Tax Service.
• Drawing up and signing personnel documents, including the act of acceptance and transfer of affairs and material assets between managers.

Find out more about the transfer of affairs between directors from the article “Act of acceptance and transfer of documents upon change of director .

• Filling out an application in form P13014 in two copies and having it certified by a notary in the presence of the new director. A package of standard constituent documents, protocols and orders regarding the change of director will be required.
• Submitting an application to the tax office or MFC. Only the new general director or his representative with a notarized power of attorney has the right to do this. The government agency verifies the data specified in the application and may ask to present the protocol (decision) of the participants to verify compliance with the deadlines for its submission.
• Obtaining a sheet of the Unified State Register of Legal Entities. It can be obtained after 5 days using a receipt issued by a tax or MFC employee upon submission of the application. Upon such issuance, amendments to the Unified State Register of Legal Entities are considered completed.

In order for the Federal Tax Service to accept form P13014, it is important to fill it out correctly. ConsultantPlus experts explained in detail how to do this. If you do not have access to the K+ system, get a trial demo access and go to the material for free.

What to do with an electronic signature when there are changes in management

Remember: changing your digital signature when changing the director is mandatory. The appointment of a new manager is formalized within the organization by order, minutes of the general meeting or a decision of the sole participant. After registering the fact of changes in the manual, you should:

• contact the certification center to revoke the electronic signature when changing the manager;
• submit an application to the CA to issue an electronic signature for the new director on the basis of documents that confirm his authority.

IMPORTANT!
The period during which the Federal Tax Service is notified of changes in management is 3 working days (clause 5 of Article 5 of 129-FZ). From 07/01/2021, even if there is a change of director through the personal account of a legal entity, obtaining an electronic signature is only allowed from the Federal Tax Service or from an authorized representative of the tax authorities - in a certification center that has been accredited under the new rules.

The former director stops approving documents, even if the changes in management have not yet been reflected in the Unified State Register of Legal Entities, but it will not be possible to issue an electronic signature for the new director, who is not in the Unified State Register of Legal Entities (clause 3 of Article 40 of the 14-FZ). The signature of the new manager is issued on the basis of updated information in the register of legal entities.

ConsultantPlus experts reviewed innovations in working with electronic signatures from 07/01/2021. Use these instructions for free.

In a situation where the electronic signature of the new director has not yet been formalized, but there is an urgent need to approve documents, we recommend several options for resolving the issue:

• determine who should sign the digital signature when changing the director, and use the certificate of an employee who has the right of second signature (for example, deputy director) to sign documents;
• issue an electronic signature at the urgent rate of a certification center accredited according to the new rules.

If the previous manager remains on the company's staff, some organizations appoint him as the acting head of the organization for the duration of the certificate. But this option leads to a violation, since the data that the certificate contains is not identical to the real facts. For example, it states that the employee is a director, but in reality he is a chief engineer who temporarily acts as the head of the company.

But what to do with an electronic signature if the director of the organization has died? Submit an application to revoke the digital signature, indicating the reason for such a procedure. Then you should appoint an employee who has the temporary right to sign documents (until a new manager is appointed) and issue him an individual’s electronic signature. We remind you that from 01/01/2022, employees and authorized persons use a personal signature for both work and personal documents (clause 2, clause 1, article 17.2, clause 2, article 17.3 476-FZ dated 12/27/2019).

Registration of changes in the Unified State Register of Legal Entities upon change of director

Having filled out an application in form P13014, the legal entity submits a package of documents to the Federal Tax Service at the place of registration.

Attention! The deadline for submitting an application is 7 working days from the date of the decision to elect the sole executive body. Otherwise, an administrative fine of 5 to 10 thousand rubles is possible. according to Art. 14.25 Code of Administrative Offences.

Having received the papers, the Federal Tax Service specialist issues a receipt with his signature and the date of receipt of the documents.

Within five working days, tax officials conduct an audit and enter information about state registration of changes. The results of the check are presented in the form:

• the Unified State Register of Legal Entities (USRLE) entry sheet, if the information has been successfully entered;
• decisions on suspension of state registration, in case of questions;
• decisions to refuse state registration.

A decision to refuse state registration can be issued for several reasons. Let's look at them in more detail in the next section.

Protocol on change of director: document structure

The minutes of the meeting of founders on the change of director should reflect:

1. Date, place of its compilation, name.

2. Name of the organization.

3. Composition of present owners, presence of quorum.

4. Full name of the meeting chairman, secretary.

5. Agenda:

• termination of powers of the current director (indicating his full name);
• election of a new leader (indicating his full name).

6. Positions of meeting participants on both issues on the agenda (with references to the provisions of the Labor Code of the Russian Federation and other sources of law, if necessary).

7. Voting results for each of the owner positions.

8. Provisions defining:

• a person who is authorized to provide documents to the Federal Tax Service for the purpose of changing the Unified State Register of Legal Entities (in particular, form P14001);
• a person authorized to conclude an employment contract with the new director.

9. Signatures of meeting participants and secretary.

If a company uses a seal, it is affixed to the document.

You can download a sample protocol of the founders on the change of director on our website using the link below:

Reasons for refusal to register changes in the Unified State Register of Legal Entities

The list of grounds for refusal of state registration is given in Art. 23 of Law No. 129-FZ:

1. Failure to provide the full package of documents required to receive the service.
2. Submission of papers to the Federal Tax Service at a location other than the place of registration (registration).
3. Submission of documents during the period when the company is in the process of liquidation.
4. Lack of a notarized form.
5. Signing of an application in form P13014 by an unauthorized person.
6. Inconsistency between the information about the director in the application and his passport details.
7. Receipt by the Federal Tax Service of objections from an individual regarding the entry of his data into the Unified State Register of Legal Entities.
8. Receipt of a judicial act by the tax authorities containing a ban on registration actions.
9. Providing documents containing false information, etc.

When does the new CEO take over?

author of the answer,

Question

From what date do the powers of the new general director of the LLC begin and cease from the old one - from the date of making an entry in the Unified State Register of Legal Entities or from the date of the decision of the founder of the LLC on his appointment?

Answer

The powers of the new general director of the LLC arise from the date of his election to this position by the general meeting of the LLC or by a decision of the board of directors (supervisory board), if this issue is referred to his competence by the charter. The powers of the old director also terminate from the date of adoption of the relevant decision. The law does not connect the emergence and termination of the powers of the sole executive body with the making of a corresponding entry in the Unified State Register of Legal Entities.

Rationale

In accordance with Part 1 of Art. 53 of the Civil Code of the Russian Federation, a legal entity acquires civil rights and assumes civil responsibilities through its bodies acting in accordance with the law, other legal acts and constituent documents.

The procedure for the formation and competence of the bodies of a legal entity are determined by law and the constituent document.

As established in paragraph 1 of Art. 40 of the Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”, the sole executive body of the company (general director, president and others) is elected by the general meeting of the company’s participants for a period determined by the company’s charter, if the company’s charter does not resolve these issues falls within the competence of the board of directors (supervisory board) of the company.

Basically, judicial practice recognizes that the powers of a manager arise and terminate from the date of the decision on his appointment to this position.

However, there is an opposite point of view, set out in the Resolution of the Seventh Arbitration Court of Appeal dated January 19, 2016 No. 07AP-379/2015 in case No. A45-20088/2014 (Requirement: On invalidating the decision of the tax authority to prosecute for committing a tax offense ). It says the following: “In accordance with Art. 8, paragraph 3, art. 18 of the Federal Law of 08.08.2001 N 129-FZ “On state registration of legal entities and individual entrepreneurs” (hereinafter referred to as Law N 129-FZ) state registration of changes in the constituent documents of a legal entity and (or) in the Unified State Register of Legal Entities of changes relating to information about the legal entity person, but not related to changes made to the constituent documents of a legal entity, is carried out within no more than five working days from the date of submission of documents to the registration authority.

According to paragraph 2 of Art. 11 of Law N 129-FZ, the moment of state registration is recognized as the entry by the registering authority of the corresponding entry into the relevant state register.

Thus, from the provisions of Federal Law N 129-FZ it follows that the new manager is considered to have taken office, and the previous one to be dismissed, only from the date of making the corresponding entry in the Unified State Register of Legal Entities (from the date of registration of changes, not related to amendments to the constituent documents )".

This position of the court is not indisputable, since it is not based on the norms of the Civil Code of the Russian Federation and the Law on Limited Liability Companies, which do not link the emergence and termination of the powers of a manager with the making of a corresponding entry in the Unified State Register of Legal Entities.

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Making changes to the Unified State Register of Legal Entities in electronic form

The taxpayer’s personal account on the official website of the Federal Tax Service allows you to perform actions to change the director without a personal visit to the notary and the tax office. This is possible due to the fact that access to the office is provided only with an enhanced qualified electronic digital signature (EDS).

In this case, scanned and digitally certified documents (application on form P13014 and minutes of the meeting of participants) must be formed into a single transport container and sent to the Federal Tax Service using the service for submitting electronic documents for state registration of legal entities. If all technical requirements were met when sending, the tax authority is obliged to process such an application within 5 days. In this case, a paper copy of the registration sheet will be issued in person, through a representative with a notarized power of attorney, or sent by mail to the specified address.

The service for electronic submission of information to the Unified State Register of Legal Entities can be used not only in person, but also through a notary, if the latter has access to his personal account. So, the notary can send the application for processing himself, saving you from the need to go to the Federal Tax Service.

The dismissal of a director is sometimes accompanied by a conflict with the founders. For information on how to resign as a director without the consent of the owner, read the material . ”

The director has changed: we do not renegotiate contracts, but we inform our partners

Question: The director of the economic society has changed. Previously concluded agreements with counterparties signed by the previous director remained. Is it necessary to renew such contracts or draw up additional agreements to them, or is it enough to notify counterparties in any form about the change of manager?

Answer: No, when changing the director of a business entity, there is no need to renegotiate the contracts signed by him or draw up additional agreements to such contracts. The director, as the sole executive body of the business company, enters into transactions on behalf of the business company itself, therefore, a change of director does not entail a change (termination) of the contractual obligations of this company.

Rationale: A legal entity is an organization that has separate property in ownership, economic management or operational management, bears independent responsibility for its obligations, can, on its own behalf, acquire and exercise property and personal non-property rights, perform duties, be a plaintiff and defendant in court, passed in accordance with the established procedure, state registration as a legal entity or recognized as such by a legislative act <*>.

At the same time, the legal entity acquires civil rights and assumes civil responsibilities through its bodies, acting in accordance with the law and constituent documents <*>.

Legislative acts and constituent documents determine the procedure for appointing or electing bodies of a legal entity, which act on its behalf and must act in the interests of the legal entity they represent in good faith and wisely <*>.

In the situation considered, a legal entity is a commercial organization created in the form of an economic entity <*>, where the director is the sole executive body <*>, who is elected by the general meeting of participants or the board of directors of the economic entity in accordance with its charter <*>.

The sole executive body of an economic entity, within its competence, without a power of attorney, acts on behalf of this economic entity: represents its interests (including in the management bodies of other legal entities in which the economic entity is a participant), makes transactions on behalf of the economic entity, etc. <*>.

The director, as the only representative of the business company, signs documents on behalf of the business company itself, therefore, counterparties enter into agreements not with the director, but with the business company itself. Therefore, when changing the director and observing all the necessary procedures, it is not necessary to conclude additional agreements to previously concluded contracts.

In such a situation, the author recommends informing all partners and contractors with whom the business entity has contractual relations about the change of director. To do this, it is enough to send an information letter to them on letterhead with the signature of the new director.

Additionally, such a letter can be duplicated by fax or e-mail, also indicating the changed details of the business entity.

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How to draw up an additional agreement on the change of director

The document is drawn up in free form, since there is no unified form. The following information must be included in the agreement:

1. The name of the document, its number, as well as details of the agreement to which this additional agreement was drawn up.
2. Place and date of document preparation.
3. Information about the parties to the agreement. Here you need to indicate the new general director.
4. Details of this additional agreement and contract.
5. An indication that the general director has changed and that changes need to be made to the preamble to the agreement.
6. Who should be considered the new CEO of the organization.
7. An indication that this additional agreement is part of a previously concluded contract. Here again you need to register its details.
8. An indication that all other provisions of the contract must remain unchanged.
9. Number of copies of the agreement.

The document is completed by the signatures and details of the parties to the agreement. The supplementary agreement must be kept together with the agreement to which it was drawn up.

general information

An additional agreement is drawn up to the contract if it is necessary to change some of its clauses without terminating it. You can exclude points, add, change wording. After the text is agreed upon by the parties and the document is signed, it becomes legally binding.

The structure of the additional agreement is standard: header, main part and signatures with the details of the parties. Usually the company already has a sample of such a document for use in various situations.

When changing the general director, an additional agreement, as a rule, is not drawn up, since the agreement is concluded with the organization, and not with the director himself. When a new director is appointed, the agreement will not lose its force. But in some cases, counterparty organizations decide to draw up an additional agreement.