Each company is undergoing personnel changes. The nuances of registration depend on the position, format of the organization, the content of the charter documents of the enterprise, the legislation of the country. Often, business management is entrusted to an experienced staff performing managerial functions in the company, and the rejected boss is offered another position or is terminated altogether. Of particular difficulty is the transfer of the director to the post of general director, who is both a manager and an employee working under an employment contract. In order to avoid legal violations, it is necessary to know the procedure for appointing the main executive body, the nuances of terminating or changing the labor task of the curator and his successor.
Post Features
The CEO is the highest governing body in a commercial or government structure. He performs the management function and is the sole executive body, conducts the economic and production parts of the enterprise, bears material responsibility for the company's resources. This head represents the interests of the LLC (JSC) without a power of attorney in other organizations, conducts transactions on his behalf, makes changes to the staffing table and approves it, issues orders that employees must follow. The decisions of this boss should always be balanced, because he is responsible for the results of the company and the safety of its material base.
Today, this position is in high demand and highly paid. But at the same time, the level of responsibility of this leader is corresponding.
Definition of a new boss
In most cases, the participants in the LLC and JSC select a candidate from among the senior representatives of their organization, for example, director, deputy, chief accountant, and fill out this by transferring an employee to the position of general director. This is quite convenient, since the person is aware of the features of the enterprise and, most likely, has its own vision for solving a number of issues. Sometimes society invites a person from the outside. The person who meets all the requirements of the shareholders is offered to assume the responsibilities of a leader. Taking office is carried out either by transfer, or has a “dismissal — admission” mechanism. The main thing is to choose the right frame design option. In order to understand all the intricacies of the case, you need to know the standard stages of appointing a leader.
The procedure for registration of labor relations
Before considering the candidacy for the post of the sole leader, you must send a request to the IFTS and find out if this person is listed in the Register of Disqualified Persons. If you skip this step, then at the first check the company will have to pay up to 100 thousand rubles. as a fine. Any shareholder or the organization itself can do this. This service costs quite inexpensively: 100 rubles.
With the standard appointment of a person to the post of general director at a meeting of the board of directors or members of the company (the governing body is prescribed in the Charter), a decision is made on the approval of the candidate in question. This final conclusion is recorded in the minutes of the meeting, an example of which is given below.
Protocol No. 2
general meeting of participants of Azimut LLC
Yekaterinburg city
May 2, 2018
Present: Egorov Alexander Stepanovich - a share in the authorized capital of 40%, Bystrin Stanislav Sergeyevich - a share in the authorized capital of 30%, Shcheglova Anna Viktorovna - a share in the authorized capital of 30%.
Decided:
- Elect Yudin Viktor Alexandrovich (passport / series, document number, by whom and when issued) to the position of General Director from 06/20/2018 for a period of 5 years.
- To authorize Yegorov Alexander Stepanovich to sign an employment contract on behalf of Azimut LLC with Viktor Yudin.
- To entrust Yudin Viktor Alexandrovich with the obligation to submit documents to the registering body within the time period established by law for registering changes in the USRLE in connection with the change of the general director of Azimut LLC.
Egorov Alexander Stepanovich (signature)
Bystrin Stanislav Sergeevich (signature)
Shcheglova Anna Viktorovna (signature)
If there is only one participant in the LLC or JSC, then the appointment is prescribed in the Decision.
Decision number 2
the sole participant of Azimut LLC
Yekaterinburg city
May 2, 2018
Sole participant of LLC Azimut Egorov Alexander Stepanovich
I decided
In connection with the dismissal of the Director General of Azimut LLC, Viktor Vladimirovich Petrov, from 05/12/2018 to entrust the powers of the Director General from 05.13.2018.
Egorov Alexander Stepanovich (signature)
After the approved candidacy receives the official status of the first person of the company, the stage of familiarization with all the regulatory documents that govern its rights and obligations as an employee of the company follows (this includes the Internal Rules, the Regulation on Remuneration, etc., the Charter of the enterprise) . This is entrusted to the meeting participant who is trusted to sign an agreement between the employer and the new leader.
If the candidate works in the organization as director, then the transfer to the position of general director is appropriate. How to make out these changes, says the personnel case and the Labor Code of the Russian Federation. This head is not only an executive body, but also an employee of the organization that is subject to labor legislation (part 6. article 11 of the Labor Code of the Russian Federation), which clearly spells out the circumstances that serve as the basis for the termination of relations between the employer and the employee, and the transition from there is no post for the post, therefore there is no need to dismiss a person. The transfer of an employee to the post of general director is nothing more than a change in his labor function within the same organization. It is done on the basis of a written agreement of both parties (part 1 of article 72.1 of the Labor Code of the Russian Federation). Next, you must sign an additional agreement to an existing employment contract. And in conclusion, this employee should make an entry in the work book (in accordance with the Rules for maintaining and storing work books) within a week on the basis of the Order of the head (or Decision).
The transfer of the director to the post of general director provides for a meeting of shareholders, the minutes of which record the decision:
Sample minutes of the general meeting of participants in the company:
Limited Liability Company “Standard”
Minutes of the general meeting of company members
06/08/2010 N 5
Presiding - Ivanov I.I.
Secretary - G. Petrova
Attended: 8 people (list attached)
Agenda:
On the election to the position of General Director of the company A. Frolov, currently holding the position of commercial director of the company, in the transfer order. Message from the Chairman of the Management Board Ivanov I.I.
1. Listened:
Ivanov II, Chairman of the Management Board of the company - “I propose to consider the candidacy of Alexander Frolov, born in 1968, passport (document data) living in Moscow, Leninsky Prospekt, 36, apt. 134, for election to the position of the general director of the company Kryukov KM has higher education (jurisprudence), has sufficient managerial experience. From 2008 to the present, he successfully copes with the duties of the company's commercial director. According to the Charter of the company, I propose to elect AA Frolov to the position of General Director director of the company and formalize the continuation of labor relations with him in the order of transfer from the position of commercial director. "
Speakers:
Komarov V.D., member of the company - supported the candidacy of A. Frolov .., described him as a good organizer, conscientious employee, successful leader.
Belkin V.I., member of the society - emphasized that he was well acquainted with the work of A. Frolov during his leadership of the commercial service of the company, supported the election of A. Frolov to the position of general director of the company.
Resolved:
Elect Frolov A.A. passport (document data) residing: Moscow, Leninsky Prospekt, 36, apt. 134, to the post of general director of the company and arrange for the continuation of labor relations with him in the order of transfer from the position of commercial director from 06/08/2010.
Voting: unanimously.
Presiding Signature I.AND. Ivanov
Secretary Signed G.P. Petrova
Familiarized with the protocol: Signed A.A. Frolov
This is followed by the publication of the order:
Order N 7
on taking office
Moscow city
June 09, 2010
To take up the duties of the General Director of Standard LLC from June 10, 2010 on the basis of a decision of the general meeting of the company’s participants (protocol N 5 of 06/08/2010).
General Director (signature) A.A. Frolov
Relationship regulation
You need to understand the difference in paperwork in the case of the appointment of a person when hiring and transferring an existing employee. In the first case, an employment contract is signed with the boss. The authority for this procedure is vested in the chairman of the meeting of shareholders or the board of directors (depending on the format of the governing body). It can also be done by an authorized person who is chosen during the meeting by its participants.
When signing this document, some points must be taken into account:
- the contract must be urgent, the period for which the manager is elected must be indicated;
- if necessary, a probationary period (up to six months) is provided for the new chief, even if his candidacy was selected as a result of the competition;
- the item on liability is not appropriate, because the Director General, as the chief manager, bears it before the organization.
An order to take office is written in the form of No. T-1 (it is drawn up for employees who begin work in the company on the basis of an employment contract). The director in this case must sign twice: in the column "Employer" and where "Familiar with the order." This document is prepared and signed within three days from the beginning of work in the post.
Then the personnel officer has a week from the moment of the appointment of the head to make an appropriate entry in the work book. Basis - order of appointment. If it is not, then the decision of the meeting of participants or the board of directors is recorded. It is necessary that the entries in the protocol (decision) word for word coincide with the text in the work book.
Obligatory is also registration on the head of a personal card in the form of T-2. At the same time, it is also necessary to make changes to the card with signature samples at the bank and notify the IFTS authorities about the change in the director’s personality. To do this, he must write a statement (form No. P14001) within three days. Otherwise, there is a full probability of paying a fine of 5,000 rubles. It is not necessary to report changes to steel bodies. This obligation lies entirely with the IFTS.
When transferring to the position of Director General, an additional agreement to an existing employment contract is a document governing all changes. After all, the employee remains with the same employer, and only his labor function changes.
Supporting Document Rules
Moving employees within the company is commonplace. And you must always sign an additional agreement when it comes to changes in labor functions, even if the name of the post changes. This document is an agreement between the parties. According to Art. 72 of the Labor Code of the Russian Federation, the head can change the position of any employee at his discretion. The only thing is that he must notify the employee about this in 2 months and get his consent (this can be a statement of the latter, a signature in the order, but always in writing). If the transfer of the director to the post of general director is planned for less than a month, then there is no need to withstand the above period (paragraph 2 of article 72 of the Customs Code). In the report on innovations in the employment contract, the reason for future movements in a free wording must be indicated, for example, "changes are made due to the reduction of the department (closure of the branch, reorganization of the company, etc.)." Particular attention must be paid to dates. The date of entry into the document must be later than the consent taken from the employee.
When transferring to the position of Director General, an additional agreement regulates the relationship between the parties, taking into account all changes. It contains information about the title of the document, the employer, the date of vestment. Very important is the part in which all the innovations associated with the change of position are registered. The labor agreement writes verbatim the items to be changed and the text reflecting the new working conditions. This may be the name of the position, work schedule, payment and terms of fulfillment of duties. The employee’s loyalty to the employer and the likelihood of conflict situations will depend on how carefully the adjustments are made.
If the order for the transfer to the position of the General Director stipulates a long term (more than one month), then the employee of the personnel department (or another authorized person of the company), as in the first case, must make the necessary changes to the employee’s personal card in the form T- 2 and in his work book.
Commissioning new features
One of the employees, who are often offered to take over the authority, is the chief accountant of the enterprise, especially if the number of employees of LLC (JSC) is small. This allows you to optimize the work of the company and control the entire production process. These changes can be documented by transferring the chief accountant to the post of general director according to the above procedure, but it would be more correct to dismiss him (by agreement of the parties or at his own request), and then accept it again, because an urgent agreement must be signed with the head of this level. This point must be taken into account when registering an employment relationship.
Limited Duration
Sometimes there are situations when the duties of the manager must be assigned to another employee for a certain period, for example, for the period of the manager's vacation. In this case, a temporary transfer to the position of General Director is executed. First you need to look into the Charter of the enterprise and see what actions this document provides for in this situation. A suitable candidate is mandatory considered at a meeting of shareholders, and a positive decision is recorded in the protocol, which serves as the basis for the issuance of the order. From the moment the last document is valid, the substitute takes decisions independently and signs all business papers on the basis of a power of attorney issued to him for the period of temporary management.
Change of authority of a working employee
If an employee performs the functions of a manager in parallel with his main duties (concurrently), and the position of a boss needs to be made the main and only, then the question arises of how to transfer the gene. directors from part-time to the main place of work. There is an opinion that it is correct in such a situation to fire a person, terminating the existing labor contract, and then again accepting him for work, signing a new agreement. But this technique will not be entirely correct in relation to the contractor and will even violate some legal norms. The disadvantages of this design are as follows:
- An employee will be required to demand a statement asking him to dismiss him at his own request or by agreement of the parties and accordingly terminate his employment contract. But he does not intend to stop fulfilling his function in this organization, he wants the post of general director to become the main place of work.
- To elect a leader, a decision of the collegial body is necessary, this is prescribed in the Charter. But it turns out that this candidacy has already been approved, and an employment contract has already been signed with the selected person, only on a part-time basis. That is, the meeting does not provide for the confirmation of the identity of the new manager, which means that there is no reason to convene the participants of the LLC (JSC), because they can’t sign the agreement regulating labor relations in a new way according to the constituent documents.
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1. Reread the Charter of the enterprise. Often it contains a clause stating that the actions of the general director are valid until the election of a new leader by the shareholders.
2. The head has the right to transfer powers (all or some) to another employee of the company on the basis of a power of attorney. The scope of functions and the term for which they are assigned are indicated in the document.
For dismissal, the CEO must write a statement of his own free will. Then the new director by his order appoints him to another position (for example, the option of transferring the general director to the position of deputy director is being considered). But it’s easier to do this: fire the head, paying him compensation for unused vacation. This must be done on the day of dismissal or no later than the next day, when the employee asked for the calculation. It is also possible to provide leave with subsequent dismissal. In this case, financial remuneration for planned holidays is not provided.
But if there is a need to remove this leader from office earlier than expected, then this can be done under the following circumstances:
- if the termination of a person’s work at this post becomes the decision of the meeting of shareholders;
- in the case of an officially declared and legally recognized bankruptcy of the organization;
- if in the course of the work of the head of his rash decisions that entailed damage to the enterprise;
- in case of failure to fulfill the conditions of the employment contract by the head.
Head transfer to another position
As a rule, a fixed-term contract is signed with the chief official, at the end of which he ceases to perform his functions. In some cases, the collegial body offers him a different labor function in the company. This is formalized by the transfer of the CEO to another position. Often, the experience gained is useful for the deputy head, therefore, his duties are proposed to be performed by an exempted employee. This can be done in the usual two ways: the first - to dismiss and employ, the second - to issue a transfer. For termination of authority, all conditions must be met (according to Article 72 of the Labor Code of the Russian Federation), and this is: an employee’s statement, the consent of the parties, the decision of the collegial body, the minutes of the meeting. When transferring the Director General to another position, he must write a statement to the employer (he is the legal entity represented by the founders) with a request to remove his authority in connection with the appointment of a new labor function (transfer). If the founders agree, they satisfy the application of the person and at the same time appoint a new representative of the executive body. On the last day of work, the current manager signs an order to resign, and the new CEO appoints him by order the next day to a new position.
An important role is played by the wording in the constituent documents: if it is indicated there that the competence of the executive body includes the reception and dismissal of employees, then the collegial body will transfer the gene. director for another position can not, because it is not in his power. The only thing he does: relieve the former leader of his duties and assign them to the new one by means of a decision at a general meeting (basis - protocol). At the same time, an order to appoint a dismissed employee to a new post is issued by a new general director. In it, the first paragraph indicates "relieve of duties ..." (in no case "dismiss from work"), and the second "appoint to the post ...". The corresponding entries are made in the workbook: "dismissed from office ... in connection with the transfer (Clause 1, Article 72 of the Labor Code of the Russian Federation), the basis for this is the minutes of the meeting and the order of appointment.
The General Director is a person endowed with a wide range of powers, and it is good if his duties are assigned to be performed by a qualified specialist, therefore the Director is a good option for solving managerial tasks. And knowledge of the specifics of transferring a director to the position of general director will help to find the best way to formalize labor relations between management and staff.