A director is a sole executive body that acts on behalf of the company and in its interests. Information about the current director is published in the Unified State Register of Legal Entities, and when concluding any transactions, counterparties are required to check the authority of a particular person. When changing the manager, you must inform the tax office and make changes to the Unified State Register of Legal Entities.
Changes to the Unified State Register of Legal Entities in Moscow on a turnkey basis
How to change the director in an LLC? Read our detailed step-by-step instructions on changing the director of an LLC in 2022.
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:
- termination of powers of the former director and termination of the employment contract with him;
- 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.
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General procedure for changing the head of a company
The entire procedure for changing the head of a company can be divided into the following steps:
Step 1. Deciding to change the manager.
Step 2. Compliance with the formalities of labor legislation: termination of an employment contract with the current manager, conclusion of an employment contract with a new manager, execution of an order, etc.
Step 3. Transfer of documents and material assets of the company to the new manager.
Step 4. Registration of changes in the Unified State Register of Legal Entities.
Step 5. Notifying the bank about the change of manager.
Step 6. Notifying counterparties about the change of manager.
Step 7. Revocation of powers of attorney issued by the previous manager.
The division into steps is conditional, since, for example, steps 5–7 can be performed in parallel and independently of each other.
As can be seen from the above steps for changing the head of a company, the procedure includes the following aspects:
(1) legal aspects related to the correct execution of the termination of the powers of the current manager and the appointment of a new head of the company (highlighted in light green in the list of steps above);
(2) labor aspects related to compliance with labor laws when changing the head of the company (highlighted in light gray in the list of steps above); and
(3) factual aspects, i.e. aspects related to the actions of actually transferring affairs to the new manager (highlighted in blue in the list of steps above).
In this article we will focus on the actual transfer of affairs to the new manager. However, we must not forget that errors made in complying with legal formalities, as well as formalities related to compliance with labor laws, can lead to the reinstatement of the dismissed director in his position.
It is important to ensure that the decision to terminate the powers of the current director and appoint a new director is made by the body authorized to make such decisions in accordance with the company's charter. The decision to change the head of the company may be referred by the charter to the competence of the general meeting of participants (shareholders) or the board of directors (supervisory board). Thus, it is necessary to refer to the charter to clarify the authorized body.
Depending on the provisions of the charter, in order to make a decision on changing the director, it is necessary to convene a general meeting of participants or a board of directors (supervisory board) and hold a meeting. It is important to follow the rules for convening a meeting and holding such a meeting.
The decision of the authorized body (general meeting of participants/shareholders, board of directors) must at least reflect two issues:
- termination of powers of the current head of the company;
- appointment of a new leader.
In addition to the above issues, it is recommended that the decision indicate the basis for terminating the employment contract with the current manager, as well as the person authorized to sign the employment contract with the new manager.
Please note that according to paragraph 3 of Article 67.1 of the Civil Code of the Russian Federation, the adoption of a decision and the composition of the present participants of a limited liability company must be confirmed by notarization, unless another method of decision-making is provided for by the charter or a decision of the meeting adopted unanimously.
Failure to comply with the procedure for convening and making a decision of the body authorized by the charter (general meeting of participants, board of directors (supervisory board)) may be grounds for challenging the decision made at such a meeting and, as a result, reinstating the dismissed manager to his position[1].
Recognizing the decision to appoint a new manager as invalid can lead to another unfavorable consequence, namely the invalidation of transactions concluded by an unauthorized person[2].
When changing the head of the company, it is important to comply with the requirements of labor legislation in order to prevent the reinstatement of the dismissed director. Violation of the dismissal procedure, i.e. labor aspects, can also lead to the reinstatement of the former director at work[3].
Thus, a complete transfer of affairs to a new manager is impossible without observing the formalities of each of the above aspects.
Transfer of documents and material assets to the new manager
The list of documents that the company must store and provide to its participants (shareholders) upon request is contained in federal laws[4].
Paragraph 3 of Article 29 of the Federal Law of December 6, 2011 No. 402-FZ “On Accounting” requires ensuring the transfer of accounting documents when changing the head of the organization. In this case, the procedure for transferring documents is determined by the organization independently.
Thus, Russian legislation does not specify the method of transferring documents to the new manager, and also does not fix which specific documents need to be transferred and within what time frame. Such gaps entail the risk of disputes with the dismissed director.
If the dismissed director has not transferred the documents to the new director, the company or its participants may apply to the court with a demand to oblige the dismissed director to make the transfer. Courts, as a rule, satisfy such requirements[5].
To facilitate the process of proving in court that the documents were actually transferred to the director, as well as to minimize the risks associated with disputes with the director, the issue of formalizing the transfer of documents to the new director must be resolved before his appointment.
First, it is recommended to review the provisions of the company's local regulations. In a local regulatory act (for example, in the Regulations on the Director), it is necessary to define and record a list of documents, material assets and other things (seal, keys to the office, safe, etc.) that the director must keep. When hiring, it is important to familiarize the director with this local regulatory act against signature in accordance with Article 68 of the Labor Code of the Russian Federation.
Another option is to fix these conditions directly in the employment contract with the director. In this case, you must make sure that the director has signed for receipt of one copy of the employment contract.
Further, in a local regulatory act or in an employment contract with the director, it is recommended to prescribe the procedure, as well as the timing of the transfer of documents and other valuables to the new director. In addition, it is necessary to record the director’s obligation to transfer documents and valuables to the new director under the acceptance certificate.
The actual transfer of documents and material assets must occur according to the transfer and acceptance certificate, where the parties (the resigning director and the new director) will record the list of transferred documents and valuables, as well as the date of transfer. This act will make it possible to differentiate the responsibilities of the old and new directors, and will also be a necessary support in the company’s evidence base if any documents or valuables were not transferred.
Thus, to ensure the transfer of documents and material assets to the new manager, it is recommended that even before the appointment of a director:
1) determine and record in a local regulatory act or employment contract a list of documents, material assets and other things (seal, keys to the office, safe, etc.) that the director must keep;
2) transfer documents, material assets and other things to the director according to the transfer and acceptance certificate in order to record the actual transfer;
3) specify in a local regulatory act or employment contract the procedure and timing for the transfer of documents, material assets and other things to the new director.
If, however, documents or valuables, or part of them, were not transferred to the new director, they can be reclaimed through the court. In addition, if the actions or inaction of a former director who failed to fulfill his obligation to transfer documents and valuables resulted in losses for the company, these losses can be recovered from him[6].
It is also recommended, in the event of a conflictual dismissal of a director, to keep a set of the company’s constituent documents (notarized copies) with the participants (shareholders) of the company.
Notification of the bank about a change of director
In addition to the actual transfer of documents and valuables to the new manager, care must be taken to promptly notify the bank in which the company has an account of the change of manager. Otherwise, the company risks money, because the former manager will continue to have access to the company's accounts.
It is recommended to clarify the list of documents that must be submitted to the bank in advance.
As a rule, these are the following documents:
(1) decision of the authorized body to change the director;
(2) an order for the new director to take office;
(3) a record sheet confirming the introduction of changes to the Unified State Register of Legal Entities;
(4) a card with sample signatures for managing accounts.
After registering changes related to the change of director in the Unified State Register of Legal Entities, it is recommended to notify the servicing bank about the changes that have occurred.
Notifying counterparties about a change of manager
In addition to the servicing bank, it is recommended to notify counterparties about the change.
It is important to do this not only in cases where the contract with the counterparty itself stipulates the company’s obligation to notify about a change of director, but also in other cases to prevent abuse on the part of the former director.
Counterparties are usually sent a notice of a change of director signed by the new director with documents confirming the assumption of office (appointment order, extract from the Unified State Register of Legal Entities).
It should be borne in mind that it is recommended to notify not only counterparties, but also organizations (associations) of which the company is a member (for example, associations) of a change in the head of the company. The organization's charter may provide for the obligation of members to notify the organization's authorized body of a change of director.
Revocation of powers of attorney issued by the previous manager
Powers of attorney do not automatically terminate after a change in the head of the company. Therefore, after a new director takes office, it is recommended to check in the power of attorney register which powers of attorney should be revoked.
Based on the provisions of Articles 188 and 189 of the Civil Code of the Russian Federation and practical experience, we recommend taking the following steps to terminate the validity of the company’s current powers of attorney:
(i) issue, on behalf of the director, an order to cancel (terminate) powers of attorney, indicating the details of the relevant powers of attorney, as well as the name of the attorney, or to cancel all powers of attorney issued by the company (if specific information about the power of attorney is not available), and familiarize yourself with this order (under signature) of all known attorneys (including company employees);
(ii) by postal means send the above-mentioned order to cancel (terminate) powers of attorney by letter with notification and a list of attachments to the attorneys who, for one reason or another, could not be familiarized with the relevant order for signature;
(iii) send an order to cancel (terminate) powers of attorney to the most important (from the point of view of economic activities, current goals and objectives of the company) public bodies (including courts, arbitration courts, arbitration courts), organizations, known individuals who can rely on the validity of a power of attorney previously issued by the company (that is, to third parties for whose representation a power of attorney has been issued or can be used); And
(iv) make a publication about the cancellation (termination of validity) of powers of attorney in the official publication in which information about bankruptcy is published (currently, in accordance with the order of the Government of the Russian Federation of July 21, 2008 No. 1049-r, this is the Kommersant newspaper). In this case, the signature on the application for revocation of the power of attorney must be notarized. Third parties are considered to be notified of the revocation of the power of attorney after a month from the date of said publication, if they were not notified of the revocation of the power of attorney earlier (paragraph two of paragraph 1 of Article 189 of the Civil Code of the Russian Federation).
It should be noted that, on the basis of Articles 188 and 189 of the Civil Code of the Russian Federation, information about the cancellation of a power of attorney completed in notarial form can be entered by a notary into the register of notarial actions, which is maintained in electronic form, in the manner established by the legislation on notaries. Such information is provided by the Federal Notary Chamber to an unlimited number of persons using the Internet. Moreover, if third parties were not notified of the cancellation of the power of attorney earlier, they are considered to be notified of the cancellation of the power of attorney completed in notarial form on the next day after information about this is entered into the register of notarial actions.
Conclusions and practical recommendations
Thus, to ensure a complete handover to the new director, preparations must be made in advance.
We summarize below what you need to pay attention to now, as well as when directly transferring powers to the new director:
| Actions before the change of director | |
| Analyze local regulations / employment contract with the director, make the necessary changes |
|
| Transfer documents and valuables under the act to the director |
|
| Actions upon transfer and after transfer of powers to the new director | |
| Transfer documents and valuables under the act to the new director |
|
| Notify the bank about the change of director |
|
| Notify counterparties and organizations of which the company is a member of the change of director |
|
| Revoke powers of attorney issued by the previous director |
|
[1] See, for example, the appeal ruling of the Supreme Court of the Komi Republic dated 02/15/2016 in case No. 33-1009/2016, the appeal ruling of the St. Petersburg City Court dated 02/09/2016 No. 33-97/2016 in case No. 2-2555 /2015, resolution of the Arbitration Court of the Volga-Vyatka District dated April 1, 2015 No. F01-474/2015 in case No. A82-653/2014.
[2] See, for example, the resolution of the Federal Antimonopoly Service of the North Caucasus District dated April 26, 2011 in case No. A63-7298/2010.
[3] See, for example, the appeal ruling of the Moscow Regional Court dated August 24, 2016 in case No. 33-23178/2016.
[4] Article 50 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” - for LLCs; for joint-stock companies - Article 89 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”.
[5] See, for example, the resolution of the Arbitration Court of the Moscow District dated March 30, 2016 No. F05-3291/2016 in case No. A40-116676/2015, the resolution of the Arbitration Court of the Volga-Vyatka District dated March 23, 2017 No. F01-6412/2016 in case No. A28-4308/2016, resolution of the Arbitration Court of the Far Eastern District dated May 18, 2017 No. F03-1567/2017 in case No. A73-10124/2016.
[6] According to subparagraph 4 of paragraph 2 of the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 62 “On some issues of compensation for losses by persons included in the bodies of a legal entity,” the bad faith of the actions (inaction) of the director is considered proven, in particular, when the director, after termination of his duties withholds authority and avoids transferring to a legal entity documents relating to circumstances that entailed adverse consequences for the legal entity.
Filling out form P13014 when changing the director
The rules for filling out P13014 when changing the director are similar to the rules for filling out form P11001: only capital letters; can be filled out manually in black ink or on a computer in Courier New font 18 points high; printing on only one side of the sheet, etc. You can find out all the requirements for filling out in full in the order of the Federal Tax Service dated August 31, 2020 N ED-7-14/ [email protected]
We have written step-by-step instructions on filling out form P13014 when changing directors.
Which sheets of form P13014 should be filled out when changing the director? Total 7 pages:
- title page, where information about the organization is indicated;
- sheet I - page 1 (for the former director);
- sheet I - pages 1 and 2 (for the new director);
- sheet P – all 3 pages (information about the applicant).
Who applies for a change of director - the old or new director? On the one hand, information about the new director has not yet been entered into the Unified State Register of Legal Entities, on the other hand, the previous director has already been deprived of his powers. More than 10 years ago, there was a practice of signing an application by the old director as a person whose information was included in the state register (letter of the Federal Tax Service dated October 26, 2004 N 09-0-10/4223). Later, by decision of the Supreme Arbitration Court of the Russian Federation dated May 29, 2006 N 2817/06, this provision was declared invalid, as inconsistent with the Law “On LLC”.
Moreover, the courts have repeatedly emphasized that the powers of the former leader terminate from the moment the corresponding decision of the participants is made (for example, the decision of the Supreme Arbitration Court of the Russian Federation dated September 23, 2013 No. VAS-12966/13). Based on this, the application in form P13014 can only be signed by a new director; the previous director no longer has any relation to the LLC.
Please note: unlike form P11001, which does not need to be notarized if the applicant personally appears at the Federal Tax Service, application P13014 must be certified. For this reason, the applicant’s personal signature on the last page is affixed only in the presence of a notary.
An example of filling out form P13014 when changing the director can be found at the link below.
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.
What other papers will you need?
Since this is a document of the company’s main activities, it should not contain third-party information. We recommend issuing two additional resolutions:
- On relinquishing his authority (signed by the old boss).
- On taking office and assigning powers to represent the interests of the company (when there is a change of director, the newly appointed director signs an order for the new one - for himself).
Use these resolutions for presentation upon request. For example, originals and copies of the document on taking office will be required for presentation to various authorities and organizations (government funds, banks, when participating in tenders and concluding contracts, etc.).
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.
Appointment of a new director of the LLC
When appointing a new person to the position of head of an LLC, the powers of the current head must first be terminated. We have already described the detailed procedure for this procedure above. A new manager can be appointed based on the personal considerations of the business owners.
But you need to be careful when choosing a suitable candidate: the law prohibits certain categories of persons from holding the position of general director. Before appointing a new manager, it is necessary to check whether he is disqualified. The appointment of a disqualified person to a position may entail a fine of up to 100 thousand rubles for the LLC (Part 2 of Article 14.23 of the Code of Administrative Offenses of the Russian Federation). This can be checked through a special register of disqualified persons, which is available on the Internet.
After making a decision on the election or appointment of the head of the organization and fixing this fact in the protocol (decision), it is necessary to conclude an employment contract with the head (director, general director), since in accordance with Art. 16 of the Labor Code of the Russian Federation, labor relations between an employee and an employer arise on the basis of such an agreement. According to the latest position of the regulatory authorities, the activities of the general director without an employment contract are not allowed.
The contract must indicate all the essential terms of the employment relationship. An agreement between the company and the person performing the functions of the sole executive body of the company can be signed on behalf of the company by the chairman of the general meeting of founders, at which a change of director occurred (paragraph 2, paragraph 1, article 40 of Law No. 14-FZ). The employment contract must indicate the period for which the director is elected. If the charter or decision on the appointment of a director does not specify a period, then the employment contract is also concluded for an indefinite period. In the hiring order, the new director must sign both for himself as an employee and for the head of the organization.
After completing the labor documents, you need to register the changes with government agencies.
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.
