By general rule the dismissal of an employee is formalized by order of the employer (Article 84.1 Labor Code). But the head of the company is a special employee, and his dismissal also takes place in special order. The basis in this case may be the decision of the authorized body of the employer (Article 278 of the Labor Code of the Russian Federation). In an LLC it is the general meeting of participants (clause 1, article 40 Federal Law dated 02/08/98 No. 14-FZ). Solutions general meeting will be sufficient for termination employment contract with the former leader. The details of this document will be the basis for recording the dismissal in work book.

Only the sole executive body has the right to issue orders regarding the organization. Therefore, even if a manager is dismissed, the director himself issues an order to this effect. The order may use, for example, the following wording: “ be considered dismissed from “___” _____ 2014 (Article 278, clause 2 of the Labor Code of the Russian Federation). Reason: decision of the general meeting of founders No. ___ dated "___" __________ 2014" Or this: “ I resign general director OOO

« " With ______ based on the Minutes of the General Meeting of Founders No. ___ dated “___” __________ 2014.”

In this case, you don’t have to formalize the manager’s dismissal order at all. The calculation can be made and the employment certificate issued on the basis of a written order from the participant who has signed an employment contract with the director.

The rationale for this position is given below in the materials of the Glavbukh System and the Glavbukh System vip version.

1. Situation: Who should sign an employment contract with the CEO on behalf of the organization

On behalf of joint stock company the employment contract with the general director must be signed by the chairman of the board of directors (or supervisory board). It may also be a person who is authorized by that governing body. This is stated in paragraph 3 of Article 69 of the Law of December 26, 1995 No. 208-FZ.

In an LLC, the employment contract on behalf of the organization must be signed by one of the following persons:

• the chairman of the general meeting of participants or a member of the company who is authorized by the decision of the general meeting;
• the chairman of the board of directors (supervisory board) of the company or a person authorized by a decision of the board of directors (supervisory board) if the resolution of such issues is referred by the charter to the competence of these structures of the company.

This procedure is provided for in paragraph 1 of Article 40 of the Law of February 8, 1998 No. 14-FZ.*

There are no special rules for other organizations, so the agreement on behalf of the organization can be signed by a person authorized to decide on the appointment of a general director to the position. It could also be the person who heads the relevant governing body.

Ivan Shklovets,

In the work book of the general director, make an entry about the dismissal with reference to the decision of the owners (details of the minutes of the general meeting or decision sole founder), on the basis of which the general director is dismissed (clause 5.1 of the Instructions approved, section 1 of the instructions approved). Certify the record with the organization's seal. Similar explanations are contained in the letter of Rostrud dated March 11, 2009 No. 1143-TZ.

Example of formalizing the dismissal of a CEO

General Director of Alfa CJSC A.V. Lvov was dismissed in connection with the adoption by the general meeting of shareholders of a decision on early termination an employment contract with him. The decision was formalized protocol .*

I.I. Shklovets

Deputy Head Federal service on labor and employment

Procedure for termination of the contract

A fixed-term employment contract is terminated upon expiration of its validity period (Part 1 of Article 79 of the Labor Code of the Russian Federation)*.

Work book and personal card

Then make an entry about the termination of the employment contract in the employee’s work book and his personal card in form No. T-2 (instructions approved by Resolution of the State Statistics Committee of Russia dated January 5, 2004 No. 1). Make an entry in the work book as follows: “Dismissed due to the expiration of the employment contract, paragraph 2 of part 1 of Article 77 of the Labor Code Russian Federation"(Clause 15 of the Rules approved by Decree of the Government of the Russian Federation dated April 16, 2003 No. 225, Clause 5.2 of the Instructions approved by Decree of the Ministry of Labor of Russia dated October 10, 2003 No. 69)*.

Ivan Shklovets ,

Deputy Head of the Federal Service for Labor and Employment

4. Situation:How can the founder of an organization appoint a general director to the position?

Appoint the General Director in the following order.

Before concluding an employment contract with the general director, a decision must be made by the owner of the organization on his election (appointment) to the position.

This decision can be made by:

• general meeting of participants (shareholders) of the company, documenting it with minutes (for example, in an LLC - minutes of the general meeting of company participants);
• the board of directors (supervisory board) of the company (if the resolution of this issue is within its competence by the charter), formalizing it by decision.

To do this, you need to prepare an appropriate request (on paper or in in electronic format) and send it to the tax service (clause 2 of the Regulations approved by Decree of the Government of the Russian Federation of November 11, 2002 No. 805). The request can be submitted electronically through the official website of the Federal Tax Service of Russia or a single portal of state and municipal services. A request on paper can be submitted to any tax office(by mail or through a representative of the organization). The procedure for filing requests was approved by order of the Federal Tax Service of Russia dated March 6, 2012 No. ММВ-7-6/141. The information contained in the register is open and is provided in the form of an extract under Part 1 of Art. 84 Labor Code of the Russian Federation).

Ivan Shklovets,

Deputy Head of the Federal Service for Labor and Employment

5. Article:The term of office under the charter has expired. Are the transactions of such a director legal?

What actions should be taken if the director's term of office has expired?

To avoid problems with counterparties and to avoid having to challenge transactions concluded by the director, it is better to carefully monitor when the general director’s term for which he was elected expires. When this period is running out, the company's lawyer can expect the following scenarios.

It is planned to extend the powers of the director. Then the general meeting of participants (shareholders) or the board of directors makes an appropriate decision on the extension of powers, which is documented in a protocol or decision.

It is planned to appoint another person as director. In this case, a decision is made to terminate the powers of the current manager and appoint a new manager. After such a decision is made, the powers of the former manager will cease. Please note: in the same protocol it is necessary to terminate the powers of the previous director and appoint a new one. The possibility of a company existing without a sole executive body (director) is not provided for by current legislation (resolution of the Federal Arbitration Court of the West Siberian District dated 07/06/10 in case No. A67-5899/2008).*

K. Khorunzhiy

lawyer law firm Lidings

6. Article: Question for the official. Is it possible to change the CEO without a dismissal order?

Nina Kovyazina, Deputy Director of the Department of the Ministry of Health and Social Development of Russia

Yes, you can. As a general rule, the dismissal of an employee is formalized by order of the employer (Article 84.1 of the Labor Code). But the head of the company is a special employee, and his dismissal also takes place in a special manner. The basis may also be a decision of the authorized body of the employer (Article 278 of the Labor Code of the Russian Federation). In an LLC, this is the general meeting of participants (Clause 1, Article 40 of the Federal Law of 02/08/98 No. 14-FZ). The decision of the general meeting will be sufficient to terminate the employment contract with the former manager. The details of this document will be the basis for recording the dismissal in the work book. In this case, it is not necessary to additionally issue a dismissal order. Moreover, sometimes it is no longer possible to do this, for example, the director resigned, but on the last day of work he forgot to sign the order of his dismissal, did not have time, or simply did not want to. However, in the latter case, I recommend drawing up an act of refusal to sign the order in the presence of at least two witnesses.

Calculations can be made and an employment certificate can be issued on the basis of a written order from the participant who has signed an employment contract with the director.*

Dismissal of the General Director of the LLC at will

The general director of a limited liability company acts as its sole executive body (Clause 1, Article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ). The functions of the employer in relation to the general director of the LLC are assigned to the general meeting of participants (subclause 4, clause 2, article 33 of Law No. 14-FZ). Accordingly, the decision to terminate the employment relationship with the general director of a legal entity is made at an extraordinary meeting of LLC participants, which the resigning director himself is authorized to initiate (clauses 1-2 of Article 35 of Law No. 14-FZ).

Important! Unlike other employees, the head of a legal entity must notify the employer in writing of his intention to resign at least 1 month in advance (Article 280 of the Labor Code of the Russian Federation of December 30, 2001 No. 197-FZ).

Moreover, this period is established regardless of the period for which the employment contract was concluded with the general director of the organization, including for short-term labor relations(letter of Rostrud dated March 6, 2013 No. PG/1063-6-1).

If the resignation letter is sent by mail, then the date of notification to the employer is considered to be the date of receipt of the letter (a note about this will appear in the notice of delivery), and not the date of its sending (see the appeal ruling of the Belgorod Regional Court dated June 26, 2012 in case No. 33- 1744).

However, properly sent notice may not always be delivered or received by the addressee. It is recommended to resolve this situation by going to court (see practice below).

The procedure for voluntarily dismissal of a CEO

The standard procedure is as follows:

1. Notification to LLC participants:
   • Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a list of attachments and notifications of delivery (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this seems to be one of the most reliable and simplest.
   • The notice must indicate the date, time and address of the meeting, the agenda (including in this case dismissal of the general director of the organization, but at the same time the question of appointing a new leader may also be included). Copies of the general director’s statement of resignation at his own request should also be attached to the notice.
   • The aforementioned letters must be sent to the addresses of all LLC participants. They are taken from an extract from the Unified State Register of Legal Entities or the register of LLC participants. If the addresses in the named sources do not match, it is necessary to send notifications to each of them.
2. Holding a meeting of LLC participants. Based on its results, a decision is made on dismissal of the general director, which is entered into the protocol.
3. Issuance of an order for the dismissal of the general director of the LLC based on the minutes of the general meeting.
4. Making settlements with a dismissed employee, making an entry in his work book.
5. Notification of the Federal Tax Service about the dismissal of the director.

If LLC participants ignore the director’s resignation letter

Taking into account what is enshrined in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC do not have the right to refuse the general director to accept his application for dismissal and subsequent termination of employment relations.

Important! In this case, an extraordinary meeting is not held to agree on the possibility of dismissing the general director at his own request, but in order to comply with what is provided for in Art. 280 Labor Code of the Russian Federation and sub. 4 p. 2 tbsp. 33 of Law No. 14-FZ dismissal regulations.

The most common expression of dishonesty on the part of the employer is the disregard by all participants of the LLC or one of them to participate in the extraordinary general meeting, which can be expressed, among other things, in the unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.

In such cases, after the expiration of the required month, the director of the LLC who wishes to resign is recommended to file a lawsuit to challenge the inaction of the founder (founders) and a demand for voluntary dismissal. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court dated June 13, 2012 in case No. 33-1718).

Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice period for dismissal has expired, the employee is entitled to stop fulfilling his labor functions regardless of whether the employer complies with the regulations for terminating the employment contract or not.

In this case, as a proper confirmation of the employee’s will, it can be recognized statement of claim corresponding contents, handed to one of the founders (see the appeal ruling of the Perm Regional Court dated 08/05/2013 in case No. 33-7154).

Notification of tax and extra-budgetary funds about the dismissal of a director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about changes in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date of such changes (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ ABOUT state registration legal entities And individual entrepreneurs" dated 08.08.2001 No. 129-FZ) by filling out and sending form R14001, approved by order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6/25@.

Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So, until a new general director of the LLC has been appointed, a message about the termination of the powers of a particular individual must be sent to the tax office (see sheet K of Appendix 6 to Order No. ММВ-7-6/25@).

Based on practice, tax authorities are extremely rarely ready to accept an application from a resigned head of an organization to exclude him from the Unified State Register of Legal Entities as a person entitled to act on behalf of the organization without a power of attorney. The refusal of the Federal Tax Service to register changes is usually explained by the fact that the specified form P14001 cannot be signed former leader, because in fact his powers have been terminated, although information about him is still contained in the Unified State Register of Legal Entities (see the decision of the Supreme Arbitration Court of the Russian Federation “On recognition as inactive...” dated May 29, 2006 No. 2817/06).

At the same time, there is also law enforcement practice, according to which courts quite often oblige the Federal Tax Service to exclude from the Unified State Register of Legal Entities information about the former general director of an organization upon his application. They proceed from the fact that the inability to submit an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy a person’s legal requirement (for example, the resolution of the 19th AAS dated 03/02/2016 in case No. A36-4738/ 2015).

The obligation to notify extra-budgetary funds, Rosstat and other government agencies in the manner of interdepartmental interaction is assigned to the Federal Tax Service.

Sample letter of resignation of the general director

In its structure, the resignation letter on behalf of the general director is absolutely identical to the statements that all other employees write in similar cases.

Application for dismissal of the general director assumes the following content:

• addressee: the body of the legal entity that entered into an employment contract with the director (this could be the founder, the general meeting of participants, etc.);
• position, surname, name, patronymic of the applicant;
• a request for the applicant’s dismissal from his position, indicating a specific date of dismissal;
• date of application;
• signature of the applicant with transcript.

Sample order for the dismissal of the general director

An order for the dismissal of any employee is signed by the head of the employing legal entity. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and the sole executive body are the same person, the general director himself signs the order for his own dismissal (see letter of Rostrud dated March 11, 2009 No. 1143-TZ).

In a situation where the general director, due to certain circumstances, cannot independently sign an order (for example, due to temporary disability, etc.), a person authorized to sign orders can do this for him. The manager can delegate such powers by issuing local act or issuing a power of attorney.

Note! Usually, to issue an order for the dismissal of the general director, they use the unified form T-8, approved by Decree of the State Statistics Committee of the Russian Federation dated January 5, 2004 No. 1. However, from October 1, 2013, this form became optional (see information from the Ministry of Finance of Russia “On the entry into force...” No. PZ- 10/2012). So the order can be issued in any form.

Order on dismissal of the general director(By unified form) can be downloaded below:

Dismissal of the general director by decision of the founder

The founder has the right to terminate the employment relationship with the head of the legal entity by his decision. Possible reasons set out in Art. 81, 83, 278 Labor Code of the Russian Federation.

The issue of dismissal of the general director is submitted to the general meeting of the founders (participants) of the LLC (subclause 4, clause 2, article 33 of Law No. 14-FZ).

Upon dismissal of the general director on the grounds of clause 2 of Art. 278 of the Labor Code of the Russian Federation, if no guilty actions were identified on his part, he is paid compensation in the amount of at least 3 times the average monthly earnings(Article 279 of the Labor Code of the Russian Federation).

Important! A dismissed employee has the right to appeal to judicial procedure motives own dismissal, presented by the founder, because the rather abstract formulation of the norm of clause 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated November 1, 2007 No. 56-B07-15).

At the same time, the dismissal of an employee under clause 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally permissible. In this case, dismissal does not act as a measure of legal liability and is accompanied by mandatory payment of compensation (see the ruling of the Constitutional Court of the Russian Federation dated July 14, 2011 No. 1015-О-О).

Terminate the employment relationship with the general director on the grounds of paragraphs. 7-7.1 Art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these standards. The Plenum of the Armed Forces of the Russian Federation in its resolution dated March 17, 2004 No. 2 explains that the persons specified in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on such grounds, including if it is established that they committed theft, received a bribe or other misconduct selfish nature, even if they were not related to their work (clause 45 of resolution No. 2).

Thus, dismissal of the general director at his own request involves notifying his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants of the LLC. The general director is authorized to sign own order about dismissal.

Termination of an employment relationship with a manager is a procedure that has some features that distinguish the process from terminating a contract with an ordinary ordinary employee. Despite the existing features, the mandatory document on the basis of which the director’s activity in the organization ends is an order for his dismissal. For this, the standard T-8 form can be used.

The peculiarities of terminating an employment contract with a manager lie in a special set of grounds under the Labor Code of the Russian Federation for carrying out the dismissal procedure. Of course, the director of an LLC can resign himself by writing a statement of his own free will. In this case, it is necessary to convene a general meeting of the founders of the LLC. The director is required by law to work for 1 month, after which he will complete his labor process at this enterprise. The application is drawn up in free form, after which an order for dismissal at one's own request is formed; a sample of it for the director of an LLC is given below.

In addition to terminating the contract at will, there are a number of other grounds:

• expiration of the period of validity of the employment contract, if it is fixed-term (from clause 2 of Article 77 of the Labor Code of the Russian Federation);
• agreement of the parties (clause 1 of article 77);
• bankruptcy, liquidation of LLC (clause 1 of Article 81);
• change of owner by the company (clause 4 of article 81);
• committing an act that led to significant damage to the LLC (clause 9 of Article 81);
• gross violation of duties (clause 10 of article 81), etc.

Regardless of the grounds for dismissal of a director, it is required to organize a general meeting of the founders of the LLC to discuss the issue of terminating the employment contract with the current director and choosing his successor. The result of the meeting should be a protocol, which serves as the reason for drawing up an order of dismissal, along with a statement from the director (if he wishes).

How to draw up a procedure for terminating relations with the head of an LLC

It is recommended to use the standard T-8 form; it is drawn up on the last day of work of the manager on the basis of the Minutes of the general meeting (Decision of the sole founder of the LLC), as well as other documents, the list of which depends on the reason for the termination of the employment relationship.

For example, in case of voluntary dismissal, this is a statement from the director. If the contract is terminated by agreement of the parties, it is a bilateral agreement. In case of abuse of authority or gross violation of duties - documents confirming the guilt of the manager.

The peculiarity of the dismissal procedure in relation to the general or other director is also the mandatory conduct of an inventory process due to financial liability leader in full. Identification of a shortage will require the director to fully compensate the organization for its losses.

The dismissal order states:

• where and when the document was drawn up;
• what number is assigned - all personnel orders must be registered in the journal with the assignment of a number;
• which employee is subject to dismissal - full name of the manager, exact wording of the position;
• basis - a phrase from the Labor Code of the Russian Federation is rewritten indicating the clause and article of the code, for example, when terminating a contract at one’s own request, the wording from clause 3 of Article 77 is taken;
• documentary justification for filling out the order in form T-8, this must be the Minutes of the general meeting of the LLC (or the Decision of the founder), as well as additional documents depending on the reason for dismissal.

Who signs the order when terminating the contract with the director? The right to sign belongs to the director, so the director himself signs the order of his dismissal.

Like any other employee, the director of the company can be fired or resign on his own. This requires an order. However, in relation to the manager, the execution of such an order is provided for by labor legislation.

What to consider when drawing up and signing an order

When dismissing a director, it is necessary to take into account the provisions of the following documents:

• laws on certain types organizations (in particular, these include the Federal Law “On LLC”, Federal Law “On JSC”, etc.);
• regulations and explanations from executive authorities (Rostrud, State Statistics Committee of the Russian Federation, etc.);
• local regulations in force at the enterprise itself: with their help, separate rules can be established that must be followed when issuing an order for the dismissal of a director.

Based on these regulations, the following conclusions can be drawn.

1. If a director resigns, an order about this must be drawn up in the same way as for any other employee.
2. Grounds and specific procedure for termination labor contract, used for the manager, differ from the one used for other employees.
3. , indicating in it the date from which he resigns from his duties as a manager. Without this, another person cannot be appointed to his position.

The order is drawn up only when the director works under an employment contract. If he is also the owner (founder) of the organization, it is enough for him to issue an order to appoint a new director in his place.

How exactly should an order be drawn up?

In the event that an order is used standard form T-8, the form should be filled out according to the rules established by the resolution of the State Statistics Committee of the Russian Federation. If the enterprise has its own form for this document, then it should contain the following data:

• Name of the organization;
• order number according to the document accounting system in force in the organization;
• Date of preparation;
• the name of the order (“On dismissal...”, “On termination of the employment contract...”, etc.);
• the full name of the person being dismissed and the title of the position (in strict accordance with the Charter and staffing table enterprises);
• details of the employment contract concluded with the director (number and date of conclusion);
• date of dismissal;
• grounds for dismissal (application, owner’s decision, expiration of the term, etc.);
• article of the Labor Code of the Russian Federation, on the basis of which the director is dismissed;
• signature of the person who issued the order;
• a note of familiarization (when a director issues an order to dismiss himself, this looks somewhat strange, but these are the requirements of the Labor Code of the Russian Federation).

You can download the Order for the dismissal of the director.

Let us consider the features of specific variants of such an order.

Order to dismiss the director of an LLC at his own request

Like all employees, the director of an LLC can resign himself. However, he needs to be guided not only by the usual norms of the Labor Code of the Russian Federation, but also by special ones that relate only to the activities of management employees. In particular, the owner (founder) must notify the owner (founder) about this at least a month in advance.

The order for dismissal at the director’s own request must indicate the following:

• the basis for dismissal is a statement from the director addressed to the owner (general meeting);
• link to standards labor legislation- in this case, on part 3 of Art. 77 Labor Code of the Russian Federation.

You can download the Order on the dismissal of the director of an LLC at your own request.

Order from the CEO to fire himself

If the general director and the founder are the same person, an employment contract may not be concluded with him, and the norms of Chapter 43 of the Labor Code of the Russian Federation do not apply to him. In this case, the manager is not required to comply with Art. 280 of the Labor Code of the Russian Federation, the notice period is one month, or even filing an application for dismissal.

The General Director, who is also the founder, will act as follows:

1. as a founder, he issues a decision by which he resigns from his duties as a director;
2. if an employment contract was concluded with him on behalf of the company, he additionally issues an order for his dismissal as a director, and if the contract was not concluded, then no order is required;
3. again acting as founder, he appoints a new director and notifies the tax authorities of the changes.

You can download the General Director's order to dismiss himself

Order to dismiss the general director by decision of the founder

You can download the Order for the dismissal of the General Director by decision of the founder

Subtleties regarding the dismissal of a director

Does the CEO have the right to sign an order to dismiss himself?

In labor relations there are two parties - the employee and the employer. The employer is the organization itself, on whose behalf the sole executive body acts. His powers are determined by law and the organization’s charter. This body is the head of the organization, regardless of what his position is called (director, general director, etc.).

Thus, even in the case when it comes to terminating an employment contract with the head of an organization, formalize Required documents(including the dismissal order) must be issued by the director himself, since he is the sole executive body right up to the moment when this position another person will be appointed. This follows both from the content of labor and civil legislation, and from the explanations government agencies executive power (in particular, letters of Rostrud No. 1143-TZ of 2009).

Must be remembered the following nuances according to the Labor Code of the Russian Federation.

1. The day of dismissal is the last day on which the employee works. Until this moment, he is subject to all rules regarding rights and responsibilities, including official ones. Consequently, until this moment the general director retains his powers, and the order can be signed by him earlier.
2. There are no exceptions for the head of the organization.

The order to dismiss the general director is a document with legal force, after the entry into force of which the employee is deprived of his previous labor status.

The initiators of dismissal may be:

Who signs?

Despite all the absurdity, The director himself signs the order for his dismissal. This fact is confirmed by the legislation of the Russian Federation, namely by a letter from Rostrud. It states that only the director himself has the right to sign any kind of orders.

When is it published?

The initiator is the owner of the enterprise or shareholders. In this case, it will be more difficult to cancel the act, but it is still possible. There are two likely development paths:

• The owner or shareholders of the organization admitted the error of their decision and canceled the reduction.
• If this does not happen, the former director may apply to the court for further proceedings. The employee will need to provide evidence that confirms his competence and the absence of errors on his part.

Where and for how long is it stored?

The document is kept by HR employees who structure all incoming documents.

Typically, employee dismissal documents are systematized in two ways:

• in a shared folder storing personal files of all employees of the enterprise;
• separately in a folder intended for storing documents on reductions.

The storage period for such documents is 5 years. After this period, the papers are disposed of.

Thus, the order to remove the general director from office has its own norms and standards that should be taken into account when issued.

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