The main representative person of the company is the CEO. He performs a number of managerial functions, including the execution of transactions, the approval of important documents, control over the fulfillment of obligations by counterparties, etc. The change of the CEO entails a number of changes in the documentation, both in the papers of the company itself and its partners. Therefore, the process of changing the manager should be studied in advance.

Reasons for changing the CEO of the company

A change in the general manager of a company can be either a planned event or a sudden necessity. In any case, such a procedure must have serious grounds and reasons (for example, the director cannot continue to carry out his professional activities due to a serious illness, relocation, decree, etc.).

Most of the reasons that may lead to the change of the general director are fixed in advance in the Charter of the company, and are also indicated in the labor contract with the subject. In addition, a number of prerequisites for changing a manager are also fixed in the labor legislation of the Russian Federation.

So, the main reasons for changing the CEO based on the provisions of the company's Charter include the following:

1. Expiration of the period of validity of the agreement with a specific subject for the position of manager.
2. The parties to the employment agreement agreed that the subject should leave the post of general director of the firm.
3. The subject, who is listed as the CEO, has died.
4. The change of director is the will of the founders of the company.

In turn, labor legislation fixes such reasons that cause the departure of the general manager:

1. p. 5, art. 81 of the Labor Code of the Russian Federation - the change of the manager is carried out if he does not perform or does not properly perform his labor duties.
2. P. 6, Art. 81 of the Labor Code of the Russian Federation fixes that the removal of a subject from the position of a manager may occur due to the distribution of commercial or state secrets by him, the safety of which he guaranteed in writing.
3. clause 7.1, art. 81 of the Labor Code of the Russian Federation - the founders can initiate a change of director upon the fact of loss of trust in him, which must be confirmed by the actual (physical) actions of the subject.
4. p. 9, art. 81 of the Labor Code of the Russian Federation - dismissal may occur due to the fact that the current CEO has caused significant material damage to the company.
5. p. 6, art. 81 of the Labor Code of the Russian Federation fixes that the change of the general director can be carried out due to the theft of financial or inventory items carried out by him.

The dismissal of the CEO may also occur in the event of a reduction in the number of personnel due to the bankruptcy of the company.

It is important to understand that the list of reasons given for changing the CEO is very generalized. Since each such situation is individual, the reasons may vary and, nevertheless, be legitimate.

Until the current CEO is officially dismissed, that is, all the relevant papers are executed, it is impossible to hire a new manager to the staff of the company. However, if the company has several founders, this provision is not relevant, since one of the founders will have to take responsibility for the performance of the duties of the dismissed employee, even if such action is temporary.

Step-by-step instructions for changing the CEO of a company

The main adjustments when changing the general director in an LLC that has several founders are to make changes to the Unified State Register of Legal Entities. In turn, the Articles of Association of the company remains intact.

This provision ensures that there is no need to pay a state fee.

The change of CEO implies the following stages:

The most common errors when filling out the P14001 form are:

• the absence of an indication of the TIN of the manager being dismissed and the person being hired for this position;
• the absence of dashes in the lines in which information does not fit;
• filling out the form in words, although it should be filled out exclusively in block large letters;
• grammatical errors when filling in the personal data of the subjects.

To notify counterparties about the change of director, you must send them a package of the following papers:

• the minutes of the meeting or the decision of the single founder, which notes the need for an appropriate procedure;
• a copy of the extract on the adjustments made to the Unified State Register of Legal Entities;
• a copy of the identity card of the new manager.

If the company has online banking set up, the new manager must also take care of creating a new electronic signature in advance.

Change of founder and CEO at the same time

Often, the CEO of the company is its founder, although there are also cases when a manager is involved from outside.

Changing the founder and CEO in one person is a complex procedure with many nuances. Since it is illegal to change the sole managing entity in an LLC, one more participant must be added to the company's staff for a managing position. At the same time, it is also required to comply with the rule on adjusting the volume of the authorized capital, which entails the revision of the company's Articles of Association. Only after that, you can begin processing the removal from office of the current general manager. In this situation, it is recommended to use the help of specialized lawyers.

As can be seen from the step-by-step instructions for changing the general director in an LLC, an application in the form P14001 must be certified by a notary. In addition, such papers are subject to certification by a notary.:

• application for the exclusion of the entity from the company;
• decision of the meeting to increase the volume of the authorized capital;
• a written proposal to other founders to acquire the share of the company being sold, if such is typical in a particular situation;
• the participant's demand for the redemption of his part.

In other cases, this procedure is identical to the standard change of the gene director.

Features of paperwork when changing the general director

First of all, the subjects of the managerial change procedure need to know how the P14001 form is filled out. This process is characterized by such requirements:

Another important document is the order to change the CEO. It is compiled according to the regulated form established by the Decree of the State Statistics Committee of the Russian Federation No. 1 dated 05.01.2004.

It must be drawn up according to the standard rules relevant for changing an ordinary employee, since it is assumed that the general director and the founder are not the same person. At the same time, all the conditions of a standard dismissal are also observed (compensation payments are determined, a work book is issued, etc.).

The order must be signed by the dismissed person without fail.

One of the necessary documents when changing the general manager is also an act of acceptance and transfer of documents. The procedure for transferring cases from one director to another is not regulated by law, however, information on the procedure for its implementation may be contained in local regulations.

The act in question is drawn up in a standard form.

In circumstances where the departure of the previous general director becomes the result of a conflict situation and the board of founders does not adopt an act, the dismissed manager can hand over all the papers to the archive. It is understood that no circumstances can delay the process of dismissal of a person.

Registration of the act of acceptance and transfer of cases, however, is a recommended procedure. This will protect the interests of the dismissed manager and the person who is employed instead of him. Both directors are entitled to sign the paper in question independently, as well as in the presence of the founders.

The consequences of hiding from the fiscal service the change of the general director in an LLC

For business entities that have changed the general director and have not made appropriate adjustments to the Unified State Register of Legal Entities, there is a special procedure for bringing to responsibility. So, the punishment will follow in the following forms:

1. Based on Art. 14/25 of the Code of Administrative Offenses of the Russian Federation, for violation of the obligations of a legal entity, a fine of 5,000 rubles will follow.
2. Based on Art. 168 of the Civil Code of the Russian Federation, when changing the founder and general director, if there is no information about the new manager in the state register, all papers certified by such a manager are considered illegal.

The power of attorney issued by the dismissed manager will be valid until the period of its validity expires, or until the paper is revoked. The fact of invalidity of the power of attorney must be notified to all participants, that is, the person to whom it was issued, as well as the one to whom it was provided.

Thus, the change of the general manager is a structured procedure, accompanied by certain nuances. However, if you follow the established algorithm of actions, the considered process will pass quickly and without consequences.

Preparation of documentation

The procedure is simple and is carried out in the same way as changing the passport of the general director or his address in several stages through an appeal to the Federal Tax Service, in which the legal entity is registered without adjusting the constituent documents.

Initially, a general meeting of founders (participants) is held. At this event, a decision should be made to remove all powers from the current head of the organization and to appoint his successor. The result is drawn up either. If there is only one participant (founder) of a legal entity, then it is drawn up.

Based on the decision, an order is formed to appoint the general director of the LLC, a sample of which is presented on the website.

It is also necessary to fill out an application to the tax office for a change of head and prepare the TIN of both directors (both the old and the new), copies of their passports.

Completing Form No. Р14001

An application can be generated at the one offered by the tax service.

You can do it yourself, taking into account the requirements. It is important to write the text on the form in capital block letters without blots, using black ink in a pen.

When typewritten, this document uses the Courier New font. Letters - only capital letters are allowed - have a size of 18 points.

TIN of the previous head and his successor are required to be included in the application (form No. P14001). The omission of this information is fraught with a refusal to register the operation in the Unified State Register of Legal Entities. If one of the specified persons does not have a TIN, the field remains blank.

Duplex printing of this document is prohibited.

Notarial office

Form No. P14001 is signed directly at the notary's office on sheet R. The notary must certify the identity of the applicant, write his full name, signature and then flash the document.

When contacting a notary's office, you must present:

• extract from the Unified State Register of Legal Entities not older than 30 calendar days;
• Charter of the organization (last edition with all sheets of amendments);
• OGRN of a legal entity;
• TIN of the company;
• Decision (protocol) on the need to change the head.

The notary will need the originals of the above papers. The presence of founders (participants) in the process is not required.

Tax office

The new head applies personally to the IFTS. He should have his passport with him. Documents to the tax office when changing the head:

• application (form No. P 14001);
• decision (minutes) to change leadership.

The last document does not have to be presented to the tax authorities (it is necessary to bring it to the notary), but it may be requested.

This package can also be submitted to the tax authorities by a representative who, in addition to a passport, will need to present a notarized power of attorney.

This operation does not require payment of state duty.

The maximum allowable period for applying to the IFTS in a situation where there is a change of director and founder of an LLC is 3 working days from the date the relevant decision was made by the meeting of founders (participants). Violation is punishable by fines, the amount of which is 5,000 rubles.

After 5 working days upon receipt of a complete set of papers, the new director, after presenting his passport and receipt of the Federal Tax Service Inspectorate, receives an entry sheet from the Unified State Register of Legal Entities, which will reflect the changes made.

The consequences of a change in leadership

The change of the general director of an LLC, regardless of its grounds (due to the expiration of the employment contract, upon dismissal of one's own free will), creates a hitch in many issues of the company's activities.

Before the documents are collected and transferred to the Tax Inspectorate when changing the head, but the changes are not registered with the Tax Inspectorate (there is no entry in the register), the former head of the organization has the right to manage the legal entity in full. He can manage the property of the company and its account, conclude contracts. But the responsibility is also fully assigned to him. It is important that this does not depend on the duration of the employment contract. The boundary of the end of the eligibility of the powers of the previous management is precisely the fact of registration of the transfer of power in the company in the Unified State Register of Legal Entities.

During the operation of an LLC, situations may arise when a change of the general director is required. This procedure is not very difficult, but has some nuances. The advantage is that there is no need to make changes to the constituent documents, since there is no information (personal data) about the director there. Minus - the tax office will have to be notified in any case. To figure out how to change the director in an LLC correctly, you need to carefully study the procedure.

Change of director in an LLC: step-by-step instructions-2017

How to change the director in an LLC, detailed instructions:

1. Gene change. director begins with the search for a new candidate for the position. This may be a third party or the founder of the company.
2. A meeting is held and a protocol is drawn up on the appointment, as well as the removal of the old director.
3. Carry out the personnel procedure for the dismissal of the old director. A letter of resignation and a terminated contract are filed in his personal file.
4. The change of director of an LLC is accompanied by the submission of a certain package of documentation to the tax office. There are three options for submitting a package of papers:
   • Self-submission of documents by the new director to the body.
   • Delivery of papers through a representative. Then, the new director draws up a notarized power of attorney to represent interests.
   • Sending documentation by mail. This method is not entirely convenient, since the papers go to the tax office for a long time and can get lost.
5. The change of the CEO in 2017 is actually considered to be completed from the moment the documents are received after registration. Usually, this happens five days after the acceptance of the package of papers by the inspection.
6. After registering the change of director for a new employee, an order is issued to take office. The new director takes up duties from the moment of registration with the tax office.

How to change directors in LLC step-by-step instructions additionally include a detailed description of the procedure for collecting documentation.

Documents for the replacement of the general director of LLC

Before going to the tax office, you need to carefully prepare: study the procedure for changing the director in an LLC and collect a complete package of documents. This is done in several stages:

1. First you need to order an extract from the Unified State Register of Legal Entities. It is made within five days and is also valid for 5 days.
2. An application is being made. What form to fill out when changing the director is approved by the order of the Federal Tax Service of the Russian Federation dated January 25, 2012 NММВ-7-6 / 25@ (as amended on May 25, 2016). This is Form P14001. Since the signature of the new director on the application must be notarized, in order for the general director to be replaced in the LLC, you must first visit a notary.
3. The signature verification procedure costs about one thousand rubles. Tariffs are set individually at the regional level.

In order not to go to the notary twice, you can certify the signature of the new director immediately on the account card. An account card is requested from the bank. Since there are persons in the LLC who have the right of a second signature, they can be immediately entered into the card and certified by a notary. The notary must provide a package of papers:

• passport of the new leader;
• application form P14001;
• extract from the Unified State Register of Legal Entities;
• minutes of the meeting;
• the articles of association and all amendments thereto;
• protocol for the creation of an LLC;
• TIN, OGRN of the company.

If the signature on the account card is immediately certified, you must also take a seal. At the same time, the signature and seal is put in the presence of a notary.

The notary checks all the submitted documentation and staples the application. The new director puts his signature on it, and the notary certifies it.

1. Direct delivery of a package of papers to the tax authority. In order for a legal change of director to take place, the following documents are needed at the Federal Tax Service Inspectorate:
   • An application that the notary flashed and certified.
   • Meeting minutes.
   • Power of attorney, if the papers are handed over by an authorized person.

After the submission of the documentation package, the applicant receives a receipt on acceptance of the documents.

After registration, where to send notifications

How to change the CEO in an LLC is not the only topic of interest when replacing a leader. Is it necessary to notify the FIU and the FSS that the change of the general director in the LLC has been made? No. Previously, such a requirement was indeed present in the legislation, but the current version of Article 11 of the Federal Law of 08.08.2001 No. 129-FZ does not require this. In this case, after registering with the tax office, you need to perform a few more actions:

1. It is necessary to redo the bank account documents. This needs to be done as quickly as possible. A new director or his representative can go to the bank. You need to take the following documents with you:
   • A fresh extract from the Unified State Register of Legal Entities - it was requested to verify the signature.
   • Account card - it was also prepared simultaneously with the verification of the signature.
   • Appointment order. It is signed by the new leader himself.
   • Minutes or appointment on the decision to appoint the director of the founders.
   • Power of Attorney, when documents are handed over by a representative.
2. In addition, the change of director is accompanied by a mandatory notification of counterparties, partners and clients about this fact.

Note that now individual banks are minimizing the package of documents, and not everyone can request a complete package of the above documents, in particular, a number of banks do not require notarization of cards with signatures, and certify them on the spot, the main thing is that the director, whose signature will be on the card , came personally to the bank, and employees of the credit institution will assure it on the spot. What specific requirements are in your bank, you need to check with the bank itself.

When you start to wonder how to arrange a change of director in an LLC, it is recommended that you first carefully study the general procedure. If you follow the instructions, errors are excluded. Accordingly, everything will be done correctly and quickly. If we take into account that the extract from the Unified State Register of Legal Entities is prepared for 5 days and the registration itself takes place at the tax office in 5 days, then in total the re-registration will take no more than two weeks.

Contains information about a person who has the right to act on behalf of a legal entity without a power of attorney.

The person having the right is usually the head of this organization.

Depending on the organizational and legal form, the title of the position of the head can be: director, general director, president, chairman, rector, chief physician, etc.

A higher body (meeting, council, department, members…) may decide to appoint a new leader.

This decision is drawn up indicating the term for the termination of the powers of the old head and the beginning of the powers of the new head.

The decision to appoint a new head is made in a simple written form (unless otherwise provided by law) and it can be:

• decision of the sole participant,
• minutes of the general meeting of participants,
• minutes of the general meeting of shareholders,
• minutes of the board of directors (supervisory board),
• minutes of the general meeting of members (partners),
• order,
• order.

The change of the head at the enterprise entails the obligation () - to exclude the old head from the register and enter information about the new head.

The term for registration of these changes in accordance with the current legislation is 3 days.

Such changes are registered by submitting an application on Form P14001 to the registration authority (MIFNS No. 46 for Moscow).

With this type of registration, only the current head can act (unless otherwise provided by law).

The applicant's signature on the application for registration of these changes is subject to notarization.

The signature of the applicant must be issued no later than 1 month.

Necessary to certify the signature at the notary:

The term of registration in MIFTS N46 in Moscow is 5 working days.

Currently, you need to receive two times - before and after registration.

1. When filling out registration documents, it is recommended to use documentary documents (information in electronic statements may differ).

2. To certify the applicant's signature by a notary, it is necessary to provide the latter no later than 30 days.

3. After successful registration, you must additionally receive an up-to-date one for submission to the bank and other organizations.

Extract from the register

And - an open federal resource. Any person - natural or legal, organization or citizen has the right to any entrepreneur by making a request and paying a fee.

- extract from the Unified State Register of Legal Entities - an official document issued by the registration authority (Federal Tax Service).

Contains information about a specific organization on a specific date.

It has its own unique number and date of issue. An extract from the register is sealed with the seal of the authority that issued the document and the signature of the responsible person.

How to get an extract

In order to directly at the registration authority, you must submit a written request and pay a fee.

The request must be accompanied by the original receipt or payment, as well as a power of attorney from the head of the legal entity, if the request is not submitted personally by the applicant.

You can get it at MIFNS No. 46 for the city of Moscow for any organization or entrepreneur in the Russian Federation.

Can be received in the usual manner in 5 business days only "for yourself" or urgently on the next business day

Information about the change of participants (founders) of the LLC and the change of the general director (a person acting without a power of attorney) shall be entered into the Unified State Register of Legal Entities within the time limits established by law, namely, within three working days from the date of change of the relevant information.

The procedure for changing LLC participants

A change in the composition of LLC participants can be formalized in several ways, the most common of which are the following:

• By direct sale of a share (part of a share) to a third party;
• By selling a share to another participant (participants) and leaving the company;
• By accepting a third party into the company (through an increase in the authorized capital);
• By exiting a participant from the company (if at least one participant remains in the company).

Sale of a share in LLC

The sale of a share to a third party or another participant (participants) of the company is characterized by the fact that from January 1, 2016 such a transaction is subject to notarization(previously - only when the share is transferred to a third party). The applicant here is the seller of the share.

At the same time, when concluding a notarial agreement, the notary checks the seller's authority, the legality of the basis for acquiring his share (or part of it) and the completeness of its payment. Both title documents and information contained in the Unified State Register of Legal Entities at the time of the transaction are requested (in the form of an electronic extract received by the notary on the day the transaction is certified). The list of such title documents is closed and is not subject to broad interpretation by the notary himself. In particular, depending on the basis of the acquisition, the notary may request: a contract of sale, a decision of the sole founder, an agreement on establishment or a memorandum of association signed by the founders before 07/01/2009, a certificate of inheritance, a judicial act, as well as protocols of the company on an increase in the authorized capital, distribution of shares (for a complete list, see clause 13.1 of Article 21 of Federal Law No. 14-FZ “On Limited Liability Companies” dated August 2, 1998 (as amended on December 29, 2015).

It should be noted that any transactions with LLC shares, and not just a sale agreement, are subject to notarization. That is, the donation of a share (part of a share) to another participant or a third party is also subject to notarization.

When choosing a method for the alienation of a share, it is important to keep in mind the possibility of tax liabilities arising as a result of a transaction from a person who received income in cash as a result of such a transaction (the seller of the share) or benefit in kind in the form of a donation (the donee). In order to take into account all tax risks, it is recommended in these cases to consult an accountant or a tax specialist.

Notarization of the transaction is not required in exceptional cases, for example, when selling a share at a public auction, in court, transferring a share to a company, distributing a share between participants, transferring a share by inheritance, etc.

Features of the execution of the purchase and sale transaction in favor of a third party is that from January 1, 2016, a participant who wants to sell a share (part of a share) to a third party sends to other participants in the company and to the address of the company itself in writing notarized offer, containing an indication of the price and other conditions of sale. Participants may exercise the pre-emptive right to purchase a share within at least thirty days from the date of receipt of such an offer by the company. If the company consists of a single participant, this right is not exercised, since the only participant is not entitled to withdraw from the company without transferring his share to another person.

After certifying the contract or accepting the irrevocable offer, the notary, within two working days, sends an application to the registering authority in electronic form for entering the relevant information into the Unified State Register of Legal Entities. This statement can still be prepared by the participants in the transaction themselves or with the help of qualified specialists.

The transfer of a share to a third party on the basis of a notary agreement seems to be the most appropriate for both parties to the transaction, especially in cases where there is a risk of a dispute between the participants or the share is sold at a market price different from the nominal one, or the transaction is concluded under the condition, with payment by installments, or when the presence of a preliminary agreement, or when the transfer of a share is executed in several stages, or when there are other special conditions for the transaction. Also, the fact of notarization is an undoubted advantage, since the notary acts as a guarantor of the legal purity of the transaction, checks the legal capacity of the seller and the buyer and their free will, as well as all legal grounds for the alienation of the share. In addition, such an agreement comes into force from the moment of notarization, which means that the buyer can decide on the reappointment of the general director simultaneously with the execution of the transaction. In addition, the notary himself, and not the general director, sends the contract to the registering authority, so there is no doubt that the state registration of such changes will be successful.

The downside of executing a transaction through a notary contract may be the high cost of notary services, as well as the need to obtain a notarized consent of the spouse (wife) for the sale and purchase of a share, or the need to collect a large set of title documents. In such cases, a different registration method may be chosen.

Change of participants through an increase in the authorized capital

As before, you can transfer your share to a third party through the introduction of a new person into the company and the exit of the current participant (this method is also called the sale of a share through an increase in the authorized capital). This method is implemented as follows:

• At the first stage, a third person is admitted to the company on the basis of an application and the authorized capital is increased by making a contribution (provided that the acceptance of a new person is not prohibited by the company's charter). Such a decision is made by all participants of the company unanimously and from January 1, 2016 is subject to notarization by virtue of a direct indication in the law, even if the charter provides for a different way of confirming decisions. Moreover, the position of the tax authority is such that not only the minutes of the general meeting are subject to notarization, but also the decision of the sole participant, if it is taken on the issue of increasing the authorized capital.
  Contributions must be paid in full. To draw up the necessary decisions, it is better to contact a specialist, because, for example, if the deadlines for making a contribution stipulated by law are not observed, the increase in the authorized capital of the company is recognized as failed.

• The second stage formalizes the withdrawal of a participant from the company on the basis of an application and the transfer of his share to the company, as well as its further distribution among the remaining participants / acquisition by the sole participant.

Member's withdrawal from the company

When talking about the withdrawal of a participant from an LLC, the following main points should be remembered:

• A participant in an LLC has the right to withdraw from the company by alienating his share to the company, regardless of the consent of other participants or the company itself, only if such a right is expressly provided for by the charter.
• Withdrawal must be certified notarized.
• It is not allowed to withdraw from the company of a single participant, as well as an exit, as a result of which not a single participant remains in the company.
• When leaving the company, the participant must be paid the actual value of his share (or its paid part), determined on the basis of accounting data for the last reporting period preceding the date of filing the application, or, with his consent, property of the same value should be given out in kind, within three months, unless a different period and procedure are provided for by the charter. In turn, the income received by such a participant in the form of the actual value of his share is subject to taxation in accordance with the rules of the Tax Code of the Russian Federation.

The procedure for changing the general director of an LLC

When changing the general director of an LLC (a person entitled to act without a power of attorney), the applicant in the registration authority is the new head. He has the right to sign an application for entering information into the Unified State Register of Legal Entities from the moment of his appointment (election) and acts on the basis of the minutes of the general meeting of participants or the decision of the sole participant, drawn up in writing. A person under a power of attorney on behalf of the head, including a notary, cannot act as an applicant.

At the same time, it must be taken into account that the decision made by the sole participant or the minutes of the general meeting on the change of the general director from January 1, 2016 must be confirmed by a notary (certify by a notary), or using other confirmation methods (for example, by signing the minutes by all participants or keeping a record of the meeting, and so on.). This method can be fixed in the charter or spelled out in the protocol itself as a separate paragraph. For more information on how a participant confirms a decision, see Overview of changes to the Civil Code of the Russian Federation. However, very often in practice we are faced with the fact that notaries, in order to certify the signature and certify the powers of a new director, want to see the minutes of the general meeting on his election or the decision of the sole participant, confirmed precisely by a notary.

If the general director changes at the same time as the change of LLC participants, the following nuances must be borne in mind:

• If the composition of the participants changes on the basis of an agreement or other transaction that is subject to notarization, the decision to appoint a new director can be made immediately, but it is advisable to submit the application to change the director to the registering authority a few days later - this is due to the peculiarities of the consideration of documents by the registering authority.
• If the composition of participants changes through an increase in the authorized capital, the applicant for such changes for the registering body may already be a new director, in which case the decision on his appointment is made by the old composition of participants simultaneously with the decision on the increase in the authorized capital of the company.

Thus, the current legislation on LLC allows for a change in the composition of the company's participants in several available ways. Each of them has its pros and cons. For competent registration, it is recommended to obtain legal advice, as well as take into account the risks of taxation.

Our specialists will help you not only competently formalize legal relations related to the shares of an LLC, but will also take care of all the re-registration, including the preparation of a complete set of documents, legal audit, support at a notary public and representation of your interests in the registration authority.

To get advice from a specialist in registration of a change in the composition of participants or the general director of an LLC, please contact our office or fill out the form below.