Order on the entry of the General Director into office. How to apply for the position of CEO

Notice of entry into office CEO LLC is one of the fundamental documents of the organization. Without this order, the head cannot begin to perform his duties. Without it, all documents, orders, etc. signed by him will not be legally competent, will not be considered by state and other organizations.

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Also, a paper of this nature will be very useful (in some cases even necessary) when opening a bank account for a legal entity.

Important! Names of all leaders legal entities are always included in the Unified State Register.

Possible misconceptions

Do not confuse the founder and director of the enterprise. Even if this is the same person, the functionality of these persons is still different. Thus, the normal situation is when the founder appoints himself to this position and takes office at his own order.

Order elements

The order implies a free form of presentation, but in it in without fail there should be information about:

The name of the LLC.
The serial number of the order (usually this is one of the first orders if the appointment occurs immediately after the establishment of a legal entity).
Signing date.
The city in which the legal entity is organized and the order is signed.
Reason for taking office. This is either the minutes of the general meeting of founders, or the decision of one founder.
The date on which the appointment takes place.
What other responsibilities does the CEO take on when he takes office.
The date on which the order takes effect.

The result should be a signature with a position and a transcript, if available, a seal.

What other documents need to be issued

On the forums, they often ask what needs to be drawn up: an order in the T-1 form or an order to assume the position of general director of an LLC. Both of these papers are necessary for the normal functioning of the organization and for reporting.

An order in the form T-1 refers to documents on personnel, and on taking office - to papers on core activities.

It means that personnel service has nothing to do with orders. The order is entered in the register (magazine) of orders for the main activity as the first item. Only in this way will the further activity of the company be possible.

If there are several general directors in an institution

If the appointment of the head takes place in an already existing company, then according to the law, his appointment should not be carried out by the founder, but general meeting. At the same time, there should be a link in the order to the minutes of this meeting.
In the same order, the general director, if necessary, may assume the duties of an accountant, economist or other employees. Often this happens in small companies for which it makes no sense to increase staff.

What to write in a work book

The document must contain information about taking office as the CEO of the organization. It is advisable to refer to the decision of the founder or to the number of the minutes and the date of the general meeting.

Moreover, the entry in the labor must appear no later than 7 days after taking office, otherwise it will contradict Labor Code. So the dating in this case must be treated responsibly.

Important! It is not necessary to indicate in the order the amount of wages, the duration of work and other points. Since the order is for primary documents on the main activity, then these moments are not prescribed by default. This can be taken care of in the employment contract.

Whom to inform about the appointment

First of all, the tax service should be aware of such significant personnel changes. Information about the newly appointed general director must be entered into the Unified State Register of Legal Entities. Moreover, this should happen no later than 3 days after signing this paper.

In order not to become a violator of the law, the founder or the newly minted CEO (often the same person) must complete the P14001 form, as well as a properly executed decision (council or personal). These papers must be submitted to the tax office where the company was registered. Territorial principle tax in this case remains in effect. You cannot establish an LLC in one city, and bring an order to take office in another. If this happens, then you need to send documentation by registered mail and make sure you get it.

Do I need an employment contract after the order?

Signing employment contract with himself, at first glance, it seems nonsense. But according to the existing Labor law such actions are permitted. Moreover, this document should spell out in principle important points that concern tax deductions(this depends on the amount wages).

Thus, if you do not prescribe the level of your own salary, then you can incur administrative responsibility in the form of a fine at the very first tax audit.

What should change with the inauguration of a new CEO

If an account is opened for an LLC in one or more banks, then the new head must change the signature sample everywhere to his own. It must be notarized. If the LLC is fresh, then the sample signature is left once - when opening an account.

What to consider when transferring a position

The founder must, at the time of signing the order, remove authority from the previous head. Also, before starting to perform their duties, it is recommended for a beginner to check the orders, decrees and powers of attorney that were issued earlier by the previous leadership.

The founder (when the old general director has been removed and a new one has not been appointed) must cancel unnecessary old powers of attorney and other documents on the main activity. And then only make a decision to issue an order to assume the position of general director of the LLC.

Since the CEO (or simply director, president, manager, etc.) is an employee and not the owner of the company (and even if he is at the same time), an order of appointment must be issued to take office.

The most interesting thing is that the director is appointed to the position (and concludes an employment contract with him) by the LLC participant (the chairman of the meeting, if there are several of them). But at the same time, the director draws up and signs the order on appointment to the position “for himself”.

Powers of the CEO in the organization

The powers of the general director, or, as he is called in the Federal Law "On LLC", the sole executive body of the company, are spelled out in the said Law. Namely :

acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
issues orders on the appointment of employees of the company, on their transfer and dismissal, applies incentive measures and imposes disciplinary action;
exercise other powers not covered by this federal law or the charter of the company to the competence of the general meeting of participants in the company, the board of directors (supervisory board) of the company and the collegial executive body of the company.

In other words, this is the executive body - and the "terminal" for communication between LLC and outside world. As stated above, he does not need a power of attorney, he acts on the basis of the powers prescribed in the charter of the LLC.

The CEO also hires other employees, he also fires them. There is no official action required by the business owners.

Read also: Withdrawal of a participant from an LLC by alienating a share to a company, a sample application form P14001

Procedure for appointing a manager

Since only participants (or the only participant) can appoint a director, the procedure here consists of several stages:

Making a decision by the sole participant or a meeting of participants on the appointment of a director (respectively, with the removal of the old one).
State registration of changes in the Unified State Register of Legal Entities in connection with a change in information about the sole proprietorship executive body.
Conclusion of an employment contract (on the part of the LLC, it is signed by the sole participant, or the person who chaired the meeting).
Signing the order of appointment, taking office.

An employment contract can be concluded before the state. registration, but for third parties, the director becomes a director only after entering information about him in the Unified State Register of Legal Entities.

Order on accounting by the director

If the company does not provide for a separate position for the chief accountant, his powers are vested in the general director. You can write about this in the same order by which he was appointed to the position, or issue a separate order about this.

Order No. 1 or how to appoint a director of an LLC

Since the director of the LLC is the very first employee who will later issue orders himself, it is logical to put number 1 for him. Although the order number does not have any consequences for him, even without a number, he is needed only to simplify and facilitate office work.

When taking on the position of CEO, many personnel officers have questions. Can he sign the appointment order himself? And what if he is the sole founder of the organization?

From the article you will learn:

Procedure for appointing the CEO

Download related documents:

If the company has several founders, from the side of the organization must be signed by the chairman of the general meeting of founders. If such a decision is made by the sole founder, the contract is signed by him. This order also applies if the sole founder himself becomes the general director.

Appointment letter for director

The company must develop the form of the order to assume the position of general director on its own, since there is no unified form of this document. For used letterhead organization, if any.

Application for appointment as a director

This document is often used as a legal basis for issuing local regulations or making decisions. Therefore, in such an order, only the fact of taking office of the first person should be recorded. Other additional terms and requirements should be written in other documents.

For example, in such an order there is no need to list official duties the first person of the enterprise or indicate his salary - just make a link to or staffing companies respectively.

This organizational and administrative document has a number of features related to its specific status in the personnel workflow of the enterprise:

the title of the document should reflect its content; the most commonly used wording is “On taking office of the CEO”;

in the event that the CEO takes office on the day the company is established and its details have not yet been fully determined, in they can be omitted;

the date of signing the minutes of the general meeting (or the decision of the sole participant), and the order of entry into office must match or go in chronological order. In case of violation of this rule, the company may have difficulties during the audit;

in the event that the new CEO takes office after the departure of the previous employee, the date of entry into the position of the new employee should not occur earlier than the next day after ;

in the final part of the document, there is no need to leave a field for the employee's signature, confirming the fact of familiarization with its text, since the order is already drawn up on behalf of the general director and signed by him.

Sample letter of appointment for director

IN this document include the following content blocks:

full name and details of the company;

the place where the document was made;

the basis for the appointment of the general director, which is the protocol of the general meeting of founders or the decision of the sole participant;

data on the person who assumes the position of General Director;

date of his inauguration.

Note! In addition to this information, other important conditions may appear in the sample order, for example, the acceptance by the general director of duties in the absence of this position in the enterprise.

According to the requirements of the current legislation, the administrative documents issued by the organization must be endorsed authorized person. Given this fact, the wording of the text of the order is also determined. As a rule, it is drawn up in the first person, indicating all the necessary information provided for the orders of the organization.

IN this case the following wording can be used: “Based on the minutes of the general meeting (or the decision of the sole participant), I, .... (the personal data of the director are indicated), I begin to perform the duties of the general director from ... (the date of taking office is indicated).

Additional documents to the order on taking office of the new CEO

In addition to those mentioned above, there are still documents that will need to be issued in connection with the appearance of a new general director at the enterprise.

In particular, in this situation, it is necessary to take care of the timely implementation of the following actions:

preparation of form No. P14001 for making changes to the Unified State Register of Legal Entities (EGRLE) and sending the completed form to the territorial division of the tax inspectorate. This procedure, however, is carried out only when the general director is changed: if the first person is appointed when the organization is created, necessary information transferred to the tax office upon registration;
new CEO. At the same time, in the fourth column, where the basis is indicated, the details of the minutes of the general meeting of founders are recorded first of all, and only then - the details of the order on taking office;
issuance of an order to terminate the powers of the former general director. At the same time, it is advisable to check the content of the instructions and orders made by him during the last time: perhaps some of them will need to be suspended or canceled;
edition job order, which is also called . According to Art. 68 of the Labor Code of the Russian Federation, the execution of such an order is mandatory for hiring all employees, not excluding the general director;
re-registration of the sample signature of the general director in the bank where the organization is serviced. In this situation, it may be necessary to certify a new sample signature by a notary.

Note! It will take up to five business days to make changes to the Unified State Register of Legal Entities: during this period, the counterparty who requested information about the company will receive information about the former CEO.

Thus, the order to assume the position of CEO is the most important document that largely determines the work of the company for the next period of time associated with the work of this employee. Therefore, the correct execution of this order must be given Special attention, and in addition, we must not forget that its publication should be accompanied by the formation of a number of mandatory documents.

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The general director of an LLC (or director) takes office on the basis of an order, a sample of which we offer to download for free at the bottom of the article.

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Below we consider the main features of the execution of an order for the appointment of the general director of an LLC.

The General Director can be either one of the founders (or the only participant), or a person from outside. At the same time, an employment contract should be concluded with the director, even if he is the sole founder of the LLC. The General Director is accepted into the position with the execution of all the same documents as employees of other positions. The employment contract should indicate the name, number and date of the document on the basis of which the director takes office.

How to arrange correctly?

Download sample order

The procedure for appointing the CEO of an LLC with one or more founders is very similar. The main difference is on the basis of which document personnel changes take place. If the founder of the organization is one, then he makes a sole decision. If there are several founders, then the minutes of the general meeting are drawn up.

Step-by-step instruction

So, the organization decided to change the CEO. For this procedure to be legitimate, it is necessary to act in strict accordance with Russian legislation and the constitution of the organization. The procedure will be as follows:

First, the applicant for the post of CEO must declare his desire to receive the position. This must be done in writing. Moreover, the document is drawn up not in the name of the current general director, but in the name of the chairman of the general meeting of founders (in the case of one founder, in his name).
If, during the consideration of the application, the founders at the general meeting decide that the candidacy of a potential director suits them, then the question of removing the current general director from the post is raised. Moreover, he can not only be fired, but also transferred to some other position. At the same meeting, the issue of accepting a new person for the post of general director is decided. All personnel changes must be recorded in the protocol and signed properly.
The new director receives a number of powers. So, he can make decisions regarding the activities of the company without a power of attorney. Therefore, it is necessary to enter data on the new manager in the Unified State Register of Legal Entities, thereby informing the tax service. A newly-made director can deal with this issue by submitting an application and other documents to the Federal Tax Service.
Within 5 days, the director will receive an extract from the Unified State Register of Legal Entities with all the changes.

By the way, a person can start his activity as a general director even before all information about him is transferred to the tax service.

List of required documents

The admission of a person to the post of general director requires the preparation of a number of mandatory documents, namely:

A job description must be drawn up, with which it is necessary to familiarize the person who has assumed the position. It necessarily prescribes the rights, duties and powers of the person holding the post of general director.

Personnel nuances

CEO - the most important person companies. Therefore, it is necessary to carry out his recruitment in strict accordance with Russian legislation. For example, some LLCs use standard form hiring order for the CEO. But this is not entirely true, because the document must necessarily indicate that the basis for hiring is the decision of the general meeting or the sole founder. The order must also contain the date of employment, the details of the protocol (its number and date of compilation).

The list of required documents for employment may be different. But it necessarily includes a passport, work book, education documents. Additionally, the founders can request certificates of completion of courses, recommendations from other places of work, confirmation of knowledge foreign languages, software or something else.

How long is a CEO hired for?

If you follow the rules labor law, we can immediately say that it is possible to conclude an agreement with the new general director for some agreed period or for an indefinite period. The specific decision is made in accordance with:

decision of the board of directors;
LLC Charter.

It is also necessary not to forget about the existence of federal laws in various industries that determine the maximum terms for holding the position of CEO. For example, in the agricultural sector, it cannot exceed 5 years.

When setting a specific deadline, the founders of the company must be guided by several criteria:

should not be too long (most often set at around 2 - 3 years);
should allow the CEO to fully fulfill the tasks assigned to him.

What else needs to be done?

When a person is hired, you need to report the change of director to the bank. If a current account is opened there, then you will also have to provide the institution with the originals of the order for employment, the decision of the meeting of founders.

Change of director and taking office of a new director

Sample signatures of the new CEO are also required.

A number of powers may not be spelled out in the employment contract and job description. To expand the range of actions of a new employee in this case, it will be necessary to draw up a power of attorney and certify it with a notary.

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The general director of an LLC (or director) takes office on the basis of an order, a sample of which we offer to download for free at the bottom of the article. Below we consider the main features of the execution of an order for the appointment of the general director of an LLC.

Each organization (LLC) has a founder (or one founder). When making a decision on who will be appointed to the position of general director or director of an LLC, it is necessary to convene a general meeting of the company's participants. The result of the meeting should be a Minutes, which indicates who is appointed to the position of director of the organization. If the LLC has one founder, then the full name of the person appointed by the head must be reflected in the Decision of the sole participant in the company.

Appointment letter to the CEO

The employment contract should indicate the name, number and date of the document on the basis of which the director takes office.

We also offer to download a sample order of appointment:

responsible for labor protection - sample;
responsible for fire safety download.

How to arrange correctly?

If the organization has a letterhead, then the order should be printed on it.

At the top, you need to indicate the name of the document Order, put its individual number (can be assigned when registering in the journal). The heading is written below (for example, about taking the office of the general director), the date and place of the order is placed.

The text of the order should indicate the document that reflects the decision to appoint this person as the head of the organization. The intention to assume the position of director (executive, general director) of the organization is prescribed from a certain date.

The order is signed by the founders of the LLC (the sole member of the company).

For example, we suggest downloading the order on taking office of director from the link below.

Download sample order

Order on taking office of the General Director of LLC sample download.

Legal Forum > Legal Forum > Corporate right> Change of CEO

View full version: Change of CEO

08.10.2010, 19:18

Good afternoon!
The new general director takes office from the moment of his appointment by the Protocol of participants and signing with the gene. labor contract director.
For the state bodies - inspection by the general director of the company will be new from the moment of registration in the Unified State Register of Legal Entities.

08.10.2010, 21:18

I don't even know how to help

13.10.2010, 13:50

For third parties, the legal capacity of a new leader arises from the moment changes are made to the Unified State Register of Legal Entities.

Hello, please tell me a question about changing the general director. At what point does the new CEO take office with all the ensuing rights? The situation is as follows: the founders have changed, there is a decision of the founders to change the general director, but the changes are not registered in government bodies, but documents for changes have been submitted.

The new general director takes office from the moment specified in the employment contract between the company and the new general director or from the date indicated in the protocol (decision) (in any case, he is obliged to take up his duties on this day). By general rule, the fact of assuming the position of General Director is documented by the order of the organization, which states "In connection with the appointment of me to the position of General Director, I assume all powers and assume the position of General Director of Roga and Hooves LLC from _______ 2010". The order is issued regardless of the existence of an employment contract, as well as the indication of the date in the protocol. However, if the date from which the new general director is obliged to take up his duties is indicated in the contract or minutes, then the order to take office must be issued either on that day or a number later. However, it must be borne in mind that if there is an employment contract that indicates the date of taking up duties, then failure to take up duties on that very day is the basis for canceling the employment contract.
The order to take office means that the new general director has taken up his duties from such and such a date, and from that day he is officially the general director of the enterprise. The fact that relevant changes in the Unified State Register of Legal Entities are entered into the Unified State Register of Legal Entities related to a change in information about the General Director is not the basis for his assumption of office, since changes in the Unified State Register of Legal Entities not related to changes in the constituent documents arise regardless of their registration by the tax authority (for example, the director has changed his passport or place registration). Lack of amendments to the Unified State Register of Legal Entities in certain period is the basis of administrative responsibility and nothing more.

The absence of amendments to the Unified State Register of Legal Entities within a certain period is the basis for administrative responsibility and nothing more.

I do not quite agree, because.
The Unified State Register of Legal Entities contains:

I do not quite agree, because.
The Unified State Register of Legal Entities contains:
surname, name, patronymic and position of a person entitled to act on behalf of a legal entity without a power of attorney, as well as passport data of such a person or data of other identification documents in accordance with the law Russian Federation, and taxpayer identification number, if any;
If the information of state registers specified in paragraphs 1 and 2 of this article does not correspond to the information contained in the documents submitted during state registration, the information specified in paragraphs 1 and 2 of this article shall be considered reliable until appropriate changes are made to them.

(Article 5, Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and individual entrepreneurs"(adopted by the State Duma of the Federal Assembly of the Russian Federation on July 13, 2001))

This was done specifically in order to relieve the tax authorities of responsibility for the accuracy of the information contained in the Unified State Register of Legal Entities, since in Russia there is a notification nature not only for changes in information in the Unified State Register of Legal Entities, but also for the initial registration of an enterprise. However, Article 12 of the Federal Law "On Limited Liability Companies" provides that changes made to the constituent documents of the company become effective for third parties from the moment of their state registration, and in cases established by this Federal Law, from the moment of notification of the body exercising state registration.
The same position is enshrined in the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs". However, no law provides that a change in the information contained in the Unified State Register of Legal Entities and not related to changes in the constituent documents should come into force from the moment of their state registration by the tax authority.
In addition, the responsibility for the accuracy of the information contained in the Unified State Register of Legal Entities lies with the applicant and the enterprise itself, in which this information has changed.
The change of director is a change in the information contained in the Unified State Register of Legal Entities, which is in no way connected with the introduction of amendments to the constituent documents. Such information also includes information about the passport data of the director, bank accounts of the enterprise, information about the founders, information about licenses, etc. If you claim that a director becomes an official director and is endowed with full legal capacity only from the moment information about him is entered in the Unified State Register of Legal Entities, then answer the question: from what moment does a new account opened with a bank become official? From what moment does the buyer of a share in an LLC become its member? if the director's passport has changed and he did not report it to tax authority, then that he is no longer a director during this period? All this information becomes fully legal for third parties from the moment of their occurrence and does not depend on whether the tax authority was notified of their occurrence.
If new director If he fails to notify himself to the tax authority and makes a transaction on behalf of the company, then that the company will not be obliged to answer for it? Of course not! The contract will be considered concluded by the proper person!

And another striking example is when even the tax authority recognizes a new director as a director if there is no information about him in the Unified State Register of Legal Entities: when making changes to the Unified State Register of Legal Entities related to a change in information about the director (his change), an application is submitted in the form P14001, which must be signed by a person entitled to act from name of the company without a power of attorney, i.e. director. The tax authority equally positively accepts such applications signed by both the old directors, whose powers have been terminated, and applications signed by new directors, information about which is not available in the Unified State Register of Legal Entities, but subject to the provision of an additional protocol (decision) on the change of directors in the original simultaneously with the application R14001. Thus, the new director, even before registering the change in information in the Unified State Register of Legal Entities, signs the application P14001 as a director with the ensuing rights and obligations.

The change of director is a change in the information contained in the Unified State Register of Legal Entities, which is in no way connected with the introduction of amendments to the constituent documents. .
no one mentions changes to the founding documents, we are talking on making changes to the Unified State Register of Legal Entities that are valid for third parties from the moment such changes are made to the Unified State Register of Legal Entities.
see the link which is given.
For example, banks request an extract and if the gene. dir is old, questions arise
.
And another striking example is when even the tax authority recognizes a new director as a director if there is no information about him in the Unified State Register of Legal Entities: when making changes to the Unified State Register of Legal Entities related to a change in information about the director (his change), an application is submitted in the form P14001, which must be signed by a person entitled to act from name of the company without a power of attorney, i.e. director.

Order on the appointment of the General Director of LLC

The tax authority equally positively accepts such applications signed by both the old directors, whose powers have been terminated, and applications signed by new directors, information about which is not available in the Unified State Register of Legal Entities, but subject to the provision of an additional protocol (decision) on the change of directors in the original simultaneously with the application R14001. Thus, the new director, even before registering the change in information in the Unified State Register of Legal Entities, signs the application P14001 as a director with the ensuing rights and obligations.
I know that notaries register and the tax office accepts documents.
It is worth noting that the Labor Code of the Russian Federation and the law on registration of legal entities do not coincide on this issue.

Order on the appointment of a director (sample) can be issued both in relation to a person from among the founders, and a specialist hired from outside. In any case, the director special status in the organization: this is a full-fledged employee of the organization, but with all possible powers of the head, who acts on behalf of the organization. To appoint such an employee to a position, you will need two documents: an order on the appointment of a director and a protocol of a meeting of employees of the enterprise. If the functions of the head are assumed by the sole founder of the organization, then it is enough for him to issue a decision from own name instead of the required protocol.

The order on the appointment of a director is not a standard document with a unified drafting form. This is a document of the main activity, which must be permanently stored in the organization.

The sample order is filled out as follows:

The header should contain standard information about the name and legal form of the enterprise, the place of issue of the order (the city is indicated), its serial number and the date of compilation. The title should briefly indicate the content of the document, so it has this title: " On taking office of the director of the enterprise (his name is indicated)».

In the main text of the document, it is imperative to prescribe two main points. First, the order on the appointment of the general director begins with information about the documents on the basis of which it was drawn up. Here you also need to indicate the date of entry into the position and the name of the organization, the leadership of which he begins. Secondly, the conditions and procedure for the entry into force of this document must be prescribed.

At the end, the surname, initials and position of the person who prepared director appointment order, his painting is put and, if desired, a seal, but not necessarily. In the event that the only founder of the organization must appoint himself to the position of general director, he signs the order on his appointment independently.

Within three days after the order was issued to appoint the general director, it is necessary to submit the completed form No. P14001 to amend the Unified State Register of Legal Entities. This does not apply if the director has been taken on by a newly created organization. In this case, all information has already been entered into the Unified State Register of Legal Entities during the registration of the organization.

It is also worth remembering that order for the appointment of the general director- this is a document of the main activity of the organization, therefore it should not contain information about the salary of the general director and other working conditions that are prescribed when hiring ordinary employees. The main purpose of the order is to identify the head of the organization, so that the employees to whom the order on the appointment of the general director (sample) will be announced clearly understand who and on the basis of what will lead them.

Sample order for the appointment of the general director:

Limited Liability Company
«______________»
ORDER No. 007
"07" January 2014
Tomsk

On taking office as CEO and
Chief Accountant of the Company

I ORDER:

1. On the basis of the Decision on the establishment No. 1 dated 00 month 2010 of the Limited Liability Company “Firm with your own hands” (hereinafter referred to as the Company), Ivanov Ivan Ivanovich shall take office as the General Director of the Company from month 00 of 2010.

2. Due to the absence of an accountant in the staff of the Company, the duties of the chief accountant of the Limited Liability Company “Firma do-it-yourself” are assigned to Ivanov Ivan Ivanovich from “00” month 2010.

General Director __________________________ I.I. Ivanov