has a number of differences from the procedure for dismissing an ordinary employee. The reason is that such an employee is the main executive body of the company, without which it cannot continue its activities. We will talk about the features of this procedure in our article.
How to dismiss the director of an LLC of your own free will
The procedure for the dismissal of the director of LLC on on their own includes several stages:
Compliance with legal requirements at every stage can protect the organization from possible claims from the former head and labor inspection, as well as ensure its further full functioning.
We draw up a letter of resignation for the CEO
Application for dismissal to the founder from the director- a document that confirms the will of the employee who wants to leave the post. They make it up 1 month before the expected date of leaving work (Article 280 of the Labor Code of the Russian Federation). Writing a statement is not mandatory step... Sufficient proof of the CEO's will is the notification sent to the founders of the company.
The legislation does not establish clear requirements for the document. If for compilation it is decided to use any a sample letter of resignation general director OOO, you need to remember that the document must contain the data of the employee and employer, the date of the upcoming dismissal, the date of the document and the signature of the applicant. It should be borne in mind that for the head of the company the employer is the general meeting of the members of the company.
Submit an application to dismissal of a director of his own free will can be done in person or using the mail service or courier service. In any case, the date of receipt of the document by the employer is considered the date of notification. The main thing is to record the fact of receipt of the application by the addressee - for example, to receive a mark on the delivery of the letter.
Dismissal notice from CEO
After deciding to resign from office, the director should set a date for an extraordinary meeting of company participants and send them information about the time and place of its holding. The notification rules are listed in Art. 36 of the Law "On Companies with limited liability"Dated 08.02.1998 No. 14-FZ:
- Notice must be sent at least one month before the upcoming meeting.
- It is necessary to notify each member of the LLC individually.
- The notice can be sent by registered mail or in another way provided for by the company's charter.
- The notification should contain information about the time and place of the meeting, as well as a list of issues planned for discussion.
Considering the above rules, it can be said that the best option- sending an application to dismissal of the general director of LLC at his own request to members of the organization, together with notification of the extraordinary meeting of participants.
The procedure for agreeing on dismissal with the founders of the organization
At the meeting, the founders discuss and decide on the upcoming departure of the head of the company. Since Art. 37 of the basic law of the country prohibits forced labor, the participants of the LLC have no right to refuse the head of the organization in early release from powers.
Refusal to participate in the meeting and evasion of delivery of the notice are not valid reasons for continuing the work of the general director against his wishes. In case of such behavior of the employer, the head of the organization can go to court. The statement of claim handed to the employer is sufficient confirmation of the director's desire to leave his position. As a practical example, we can cite the appellate ruling of the Perm Regional Court dated 05.08.2013 No. 33-7154.
During the extraordinary meeting, the founders agree on the date of the upcoming dismissal of the CEO of his own free will, and they can also agree with him on a longer term of work required to find a new candidate for the position of the head. If no agreement has been reached between the employer and the employee, the latter has the right to resign without the consent of the founders. The main thing here is to follow the procedure as required by law.
Order to dismiss the CEO of his own free will, sample order
The head of the organization can issue and sign the order of resignation on his own after the meeting. It indicates:
- the name of the company and its details;
- information about the dismissed person;
- reasons for dismissal;
- the date of the CEO's departure from office.
In this case, as a rule, a unified form of document No. T-8 is used, approved by the decree of the State Statistics Committee of the Russian Federation "On approval of unified forms of documents ..." dated 05.01.2004 No. 1. However, the use of this particular template is not mandatory, the employer, if desired, has the right to independently develop the form document. A current sample of the order for the dismissal of the head of the organization can be downloaded on our website.
Making an entry in the work book and calculating with the gene. director
An entry into the labor head of the organization can be made independently or entrusted to an authorized person of the organization. He also has the right to certify it with his signature and the seal of the organization (if any). The main thing is to comply with the requirements of the instructions for filling out work books, approved. Resolution of the Ministry of Labor of the Russian Federation of 10.10.2003 No. 69:
- Fill in all the columns of the document.
- Use Arabic numerals when filling in.
- Avoid abbreviations and corrections in entries.
- Competently formulate the reason for the dismissal.
- Add a link to the legal norm that became the basis for the termination of employment.
- Indicate the details of the order to terminate the contract between the dismissed and the employer.
At dismissal of the CEO of his own free will he can count on payments and compensations required by law: salary for hours worked, compensation for unused vacation, etc. In addition, the former CEO transfers the affairs to the new head of the organization. In case of temporary absence of the legal successor, the ex-manager can:
- continue independent storage of the organization's seal and documents;
- entrust the storage to a special archival organization;
- transfer the documents and the seal to a notary for safekeeping.
The right to store documents for notaries is provided by Art. 97 "Fundamentals of the legislation of the Russian Federation on notaries" dated 11.02.1993 No. 4462-1. When transferring, it must be remembered that documents are accepted and stored on behalf of the organization. This gives the new head of the company the right to pick up the documents and the seal at any time.
Does the procedure for dismissing the CEO of an organization at his own request provide for a notification to the tax service?
The answer to this question contains sub. "L" clause 1 and clause 5 of Art. 5 of the Law "On state registration legal entities and individual entrepreneurs»Dated 08.08.2001 No. 129-FZ, which require the transfer to the tax authority of information on the dismissal of the director of a legal entity (including voluntarily) and changes in the executive body of the company. To do this, you must submit to the tax office an application drawn up in the form of P14001, having previously certified it by a notary. The application is submitted by the newly appointed head of the company within 3 days from the date of appointment to the position, after which the tax authority enters information about the new head in the Unified State Register of Legal Entities.
A person dismissed from the position of general director must make sure that his data has been removed from the Unified State Register of Legal Entities. An unscrupulous approach to this issue can cause trouble in the future: problems when a manager finds employment in another organization, the danger of financial liability for the company's debts in the event of bankruptcy, etc. If a new company manager is not appointed, the application can be signed and submitted by the former CEO ...
Peculiarities of the procedure for dismissing the general director who is a retired person of his own free will
The process of voluntarily dismissing a person who has achieved retirement age, has one feature: such an employee has the right not to work out the period provided for by law (part 3 of article 80 of the Labor Code of the Russian Federation). Thus, the head of the organization, who is an old-age pensioner, is not obliged to meet the deadline for leaving work.
However, it is nevertheless necessary to comply with the formal procedure for dismissal (notify the founders, convene an extraordinary meeting of the company's participants and decide on the dismissal of the retired manager). Recorded in work book it is necessary to indicate that the reason for the termination of employment was retirement.
Dismissal procedure of the CEO - the sole founder of the company
In the case when the manager is simultaneously the only organizer of the company and its owner, the procedure dismissal of the CEO of his own free will is greatly simplified. According to Part 2 of Art. 273 of the Labor Code of the Russian Federation, the rules for regulating the work of a manager do not apply to such an employee.
In this situation, the head of the organization can at any time independently write a corresponding statement and decide on his dismissal. That is, the duration of the process is significantly reduced, since there is no need to notify oneself about the upcoming dismissal, wait 1 month and organize a meeting of participants. Simultaneously with the decision on dismissal, the sole founder can appoint the head of the company.
Responsibility of the CEO after dismissal
Leadership's job is about acceptance difficult decisions... Responsibility for his actions and decisions - both material and criminal - if there are grounds for its occurrence, he will bear even in the event of dismissal from office.
So, the financial responsibility of the head arises in the following cases:
- in case of loss of property;
- damage to the property of the organization;
- unforeseen expenses of the enterprise;
- loss of benefits by the company through the fault of the head.
As a rule, these circumstances are discovered after an audit in the firm. The employer of the dismissed head of the organization can file a statement of claim with the court demanding compensation for damage caused by the actions of the general director. If the claims are satisfied, the collection may be directed to the property of the former employee.
The unlawful actions of the head may become the basis for bringing to criminal responsibility under the following conditions:
- In his actions (inaction) there is a corpus delicti.
- The guilt of the head is documented.
- The statute of limitations has not expired.
In conclusion, it remains to say that the optimal solution would be peaceful negotiations and mutually beneficial agreements between the head of the enterprise and the founders, since they allow you to avoid litigation and quickly dismiss the CEO of his own free will.
Recording to the CEO in the work book
The management of any entrepreneurial, commercial or industrial organization is always entrusted to one person - the CEO. Despite the fact that this employee may not be the only founder of the organization (when choosing a form in the form of an OJSC or LLC), he makes the most important management decisions, bearing full responsibility for them.
Like any other employee of the company, the general director also has a work book, where the entire labor "history" is traditionally recorded: the date of hiring, incentives, the date of dismissal, etc. He himself, a full-time personnel officer, the chairman of a joint-stock company, or the owner of the enterprise can enter entries in the work book of the general director. It can also be any other official authorized to perform these actions.
Powers of the director of LLC
Issues within the competence of the General Director of the Limited Liability Company cover the following terms of reference:
Dismissal entry in the work book
An entry in the work book of the general director about his dismissal from office may have next view: "Fired at his own request, in accordance with clause 3 of article 77 of the Labor Code of the Russian Federation." Also, when a director is dismissed, an entry in the work book must contain the name of the document on the basis of which the corresponding decision was made, for example, the Minutes of the general meeting of the Company's participants.
How to make an entry in the director's work book
It should be noted that a person is usually elected or appointed to the position of director, which is the emphasis on making an entry. Despite the fact that the general director often fills out work books himself, an entry in his work record can be made by other people who are authorized for these actions. When hiring such an employee, the book should contain the most appropriate entry option:
Here it is also required to indicate the document underlying the appointment of this person to the above position. Usually, such a document is the Order of Entry (indicating its serial number), the minutes of the Board of Directors or a meeting of managers. All entries in the work book upon dismissal or employment must be certified either by himself or by another authorized official. Certification means the obligatory presence of a signature and a seal.
A selection of the most important documents on request. Record in the work book about the dismissal of the general director (regulations, forms, articles, expert advice and much more).
Normative acts. Record in the work book about the dismissal of the general director
Forms of documents. Record in the work book about the dismissal of the general director
(Prepared for the ConsultantPlus system, 2014)
The document is available: in the commercial version ConsultantPlus
Arbitrage practice. Record in the work book about the dismissal of the general director
Definition The Supreme Court RF of 02/09/2015 N 5-KG14-153 Requirement: On the recognition of illegal the order of dismissal and entry in the work book, reinstatement at work, cancellation of the entry in the work book, collection wages during the forced absence and compensation for moral damage.
Who should sign in the work book on the CEO resignation record?
We had a dispute with lawyers. Please tell me, when the general director is fired, who should sign in the work book in the resignation record? We (HR department) believe that the director himself can sign, because on the day of dismissal, he is still a director, and lawyers believe that the founder, who signed the employment contract from the Company, must sign. Who is right? Thanks for the answer.
According to clause 35 of the Decree of the Government of the Russian Federation of April 16, 2003 No. 225 "On work books" upon dismissal of an employee (termination employment contract) all entries made in his work book during the time of work for this employer are certified by the signature of the employer or the person responsible for keeping work books, the employer's seal and the signature of the employee himself.
In Art. twenty Labor Code RF it is determined that the rights and obligations of the employer in labor relations are carried out by the governing bodies legal entity(organizations) or persons authorized by them. In accordance with part 2 of Art. 69 of the Federal Law of December 26, 1995 No. 208-FZ "On joint stock companies"The general director is the sole executive body of the company and without a power of attorney acts on behalf of the company, including representing its interests, concludes transactions on behalf of the company, approves the states, issues orders and gives instructions that are binding on all employees of the company. Such provisions are also enshrined in part 3 of article 40 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies".
Therefore, if the general director does not determine the person responsible for maintaining work books in the organization, then he will certify the entries in his work book on his own, since he acts on behalf of the employer and is endowed with similar powers.
Record in the work book about the dismissal of the general director
LuBUSHka User
Dear Colleagues! Help me figure out how to correctly reflect the CEO resignation record in the work record book. Dismissed due to termination of powers. Does not want to renew the employment contract. The founder does not object, which, in fact, made a decision about: to dismiss from office due to the expiration of the term of office. A personnel order was issued for the organization with reference to the decision of the founder.
How should a labor record look like?
Zahoderka Moderator Forum team
Member Since: Feb 27, 2009 Posts: 7.101 Rep: 257
Since the director acts on behalf of the organization, the decision to terminate his powers must be made either at the general meeting of participants (in limited liability companies) or at the general meeting of shareholders (in joint stock companies). So it is said in paragraphs. 4 p. 2 art. 33 of Law N 14-ФЗ and in paragraph 3 of Art. 69 of Law No. 208-FZ.
The decision to dismiss the CEO is formalized in the minutes. If there is only one shareholder (participant) in the company, then the dismissal of the general director is formalized by a decision sole shareholder(participant).
On the basis of the minutes, an order is issued on the termination of powers. (the internet is full of samples with wording). He signs the order himself.
If the employment contract is terminated due to the expiration of its validity period, then an entry is made in the work book of the General Director with reference to paragraph 2 of Art. 77 of the Labor Code of the Russian Federation.
When a director is dismissed at his own request, a corresponding entry is made in the work book with reference to clause 3 of Art. 77 of the Labor Code of the Russian Federation - termination of an employment contract on the initiative of an employee.
When a director is dismissed by decision of the general meeting of participants (shareholders), clause 2 of Art. 278 of the Labor Code.
When the general director is dismissed, an entry is made in his work book in column 4 with reference to the decision of the owners (details of the minutes of the general meeting or the decision of the sole founder), on the basis of which the general director is dismissed (clause 5.1 of the Instruction approved by the resolution of the Ministry of Labor of Russia dated October 10, 2003) No. 69, section 1 of the instructions approved by the resolution of the State Statistics Committee of Russia dated January 5, 2004 No. 1).
The record is made by him or her authorized in the organization for the conduct of labor. books.
Grand Master of the Jedi Order - Yoda
Filling out the work book upon dismissal of the director
The director of the organization (limited liability company) with whom the employment contract is concluded is also an employee of the organization. However, unlike other employees, he is elected to the position by the owners of the organization (participants), or by the board of directors (clause 2 of article 33, article 40 of Law No. 14-FZ "On limited liability companies" (hereinafter - Law No. 14- That is, in relation to the director, the powers of the employer are carried out by the general meeting of participants (the board of directors).
Note that if the director manages the organization on the basis of a civil law contract, then civil law relations arise that are not regulated by labor legislation (Article 11 of the Labor Code of the Russian Federation).
Most of the provisions of the Labor Code of the Russian Federation are mandatory for the employer to apply to all employees, regardless of position. These provisions include the norm of the Labor Code of the Russian Federation, which obliges the employer to keep a work book (hereinafter - "work"), including the director.
This instruction will help you make legally correct entries in labor director upon dismissal. The instruction matches current legislation RF (November 2013) and is used when filling out the section of labor "information about work" when the director is dismissed.
Before the notice of the director's dismissal
First, it is necessary to check the legal literacy of the records made by the employer to the director. If legally incorrect entries are made in the work record, they are corrected on the basis of the documents of the employer who made such an entry (clauses 27, 30 of the Rules for maintaining and storing work books, making forms of work books and providing employers with them, approved by Decree of the Government of the Russian Federation of 04.16.2003 N 225 "On work books" (hereinafter - the Rules). The correction is made by the employer who made such an entry, and if the employee works in a new place, then the "new" employer based on the content of the document received from the "old" employer.
Column 1: "Record No."
There are no special remarks when filling out this column, with the exception of one. Not labor lines are numbered, but records (information about work), which must be entered according to labor law RF. For example, a record on the employment of an employee, on his transfer, on dismissal.
"Other" records - records not provided for by the labor legislation of the Russian Federation (record of the employee's marriage), or incorrect - are invalidated (section 3 of the Rules) and are corrected. Only after that, you can make an entry in the work book about the dismissal of the general director (see sample) - put down the serial number of the entry and fill in other columns.
Column 2: "Date"
The last day of work of the director (Article 84.1 of the Labor Code of the Russian Federation), or the day when the director did not actually work, but according to labor legislation, on this day, labor relations with him terminate (for example, the last day of vacation (part 3 of Article 84.1 of the Labor Code of the Russian Federation, Part 2 of Article 127 of the Labor Code of the Russian Federation).
Column 3: "Information about employment, transfer to another permanent job, qualifications, dismissal"
Information is indicated on what caused the termination of the employment contract with the director with reference to a specific paragraph (part) of the article of the Labor Code of the Russian Federation (another federal law). The grounds for termination of labor relations are grouped in Article 77 of the Labor Code of the Russian Federation. Note that clauses 4 and 10, part 1, article 77 of the Labor Code of the Russian Federation cannot be indicated in the employment contract as grounds for terminating the employment contract. These reasons are disclosed in more detail in Articles 81 and 83 of the Labor Code of the Russian Federation, in this regard, in the labor code, a reference is made to these norms (clauses 15-17 of the Rules, clauses 5.2-5.4 Instructions for filling out work books, approved by the Resolution of the Ministry of Labor RF dated 10.10.2003 N 69 in Appendix 1 (hereinafter referred to as the Instruction). Other grounds - are indicated exactly as indicated in paragraph, part of the article of the Labor Code of the Russian Federation or other federal law. For example, when a director is dismissed for the reasons specified in Article 278 Of the Labor Code of the Russian Federation, the reason is indicated along with a reference to paragraph of the first part of Article 278 of the Labor Code of the Russian Federation.
For example, when a director is dismissed, the following wording (Article 84.1 of the Labor Code of the Russian Federation) can be used: “Dismissed due to dismissal from office in accordance with the legislation on insolvency (bankruptcy), paragraph one of the first part of Article 278 of the Labor Code Russian Federation».
Column 4 "Name, date and number of the document on the basis of which the entry was made"
The name, date of compilation and number of the document by which the director of the organization was dismissed is indicated. Since the general meeting of participants (board of directors) is empowered to make decisions on the termination of the powers of the director, the labor book specifies the details of the corresponding decision of the general meeting of participants (board of directors).
An order is also issued to terminate the employment contract with the director (Article 84.1 of the Labor Code of the Russian Federation), the details of which are also indicated in column 4. Such an order is issued by the chairperson of the general meeting of participants (board meeting by the director), at which a decision was made to dismiss the director, or authorized by such a meeting (meeting of the board of directors) a company participant (member of the board of directors) (paragraph 2, clause 1, article 40 of Law 14-FZ).
Certification of records
After filling in all the columns, the employer or the person who maintains work books must sign and stamp the employer, then the employee must sign (clause 35 of the Rules).
The employer is signed by the director presiding at the general meeting of participants (board meeting), at which a decision was made to dismiss the director, or a company participant authorized by the meeting (board meeting) (member of the board of directors) (paragraph 2, paragraph 1, article 40 of Law 14- FZ).
Note that the signature of the employer (his seal) and the employee must be affixed immediately after the entry on the termination of the employment contract with the director.
The entry in the work book about the dismissal of the general director will depend primarily on the grounds that led to the termination of the employment contract.
Then an order is issued to terminate the employment contract.
Termination of an employment contract with the head of the organization on this basis is formalized by order. That is, in this case, the employment contract is terminated in connection with the adoption by the authorized body of a legal entity, either by the authorized owner of the organization's property, or by a person authorized by the owner (body), of a decision to terminate the employment contract on the basis of paragraph 2 of Article 278 of the Labor Code of the Russian Federation.
Therefore, the procedure for making a record of the dismissal of the head of the organization (director, general director, etc.) in the work book will look like this:
- the first column contains the ordinal number of the record;
- the second column indicates the date of dismissal (termination of the employment contract);
- in the third column, an entry is made about the reason for the dismissal (termination of the employment contract) with the manager, the entry may look as follows: “The employment contract was terminated due to the adoption general meeting shareholders of the decision to terminate the employment contract, paragraph 2 of Art. 278 of the Labor Code of the Russian Federation ";
- the fourth column indicates the name of the document on the basis of which the entry was made.
Dear readers, our specialists have prepared this material for you completely free of charge. However, the articles tell about typical ways of resolving issues in labor disputes.
But each case is individual and unique. If you want to know how to solve exactly your problem - contact the online consultant form... It's fast and free.
Or call by phone:
If the director worked part-time
A fairly common work option is. It can be:
- external: the director is simultaneously listed as an employee in his organization and some other;
- Internal: the head of the organization simultaneously occupies some position in it.
If, the director can resign by transfer. However, this is not an obstacle to dismissal on ordinary grounds.
Regardless of what kind of position the director holds, in addition to the managerial one, the grounds for dismissal will be usual. An entry will appear in the work book corresponding to the basis on which the director was dismissed.
Who signs
A separate issue is who should sign the dismissal order and the entry in the work book. Based on the labor law, the answer is as follows.
- The order of dismissal must be signed by the director himself. In this case, he acts as the executive body of the enterprise. Therefore, the order must come from him.
- An entry in the work book must be made by the employee who is authorized to do so in accordance with the standards in force at the enterprise. This can be either an employee of the organization's personnel department or the manager himself.
Important nuances
Considering the issue of dismissing a director, you need to consider the following.
- He can be dismissed by the owner at any time without any explanation. However, the director is entitled to compensation in the amount of at least 3 monthly salaries.
- The director can resign of his own free will. The warning period for him will not be 2 weeks, as for an ordinary employee, but a month.