Order on the appointment of the head with a sample signature. Order on the appointment of a commercial director. If the CEO is reappointed
Hello! In this article we will talk about the procedure for appointing the director of the organization.
Today you will learn:
- What duties and responsibilities are assigned to the director of the company;
- What is important to know when drawing up Order No. 1 on the appointment of a director;
- What threatens the position of a nominal director.
A director is one of the most important people in an organization. With a good director, as has long been known, the founders can sleep peacefully. His appointment has some features that we will try to highlight in our article.
Sample order for the appointment of the director of LLC
Is a director required in an LLC?
This form of business conduct makes the position of director mandatory. Even at the stage of registration with the IFTS, among other papers, you submit a document on the establishment of an LLC, in which, without fail, one of the points indicates the full name of the director and his passport data.
The law does not prohibit the founder or one of the founders, if there are several of them, to appoint himself as a director. Most often, this happens when registering a company, because at the initial stage of its life, giving management into the wrong hands is both costly and unsafe.
How to draw up Order No. 1
Let's say you've chosen a custom form for your firm's very first order.
But even for this form, several points are mandatory:
- Name of company.
- City, date.
- Order text.
- Director or General Director (in accordance with the Articles of Association).
- Director's signature (the director signs his own appointment order).
- Seal (a round seal is not obligatory since 2015, but it is desirable to purchase it - it has a positive effect on the company's image).
The text of the order should include:
- The name of the document on the basis of which Order No. 1 was issued. This is either, or the decision of the sole founder, if he is alone;
- From what date the director (full name is given) takes office;
- A separate paragraph refers to the performance of the duties of the chief accountant by the director himself, if there is no accountant position in the LLC. If another person is hired as an accountant, a separate order is issued on his appointment.
If the functions of the director will be performed by a third party, and not by the founder, in addition to the order, it is required to draw up, develop a job description, and draw up a work book.
Director's duties
The CEO can be compared to the conductor of an orchestra. Without it, individual structures of the company will fall apart, and the symphony will not work.
In a nutshell, his responsibilities include:
- Manage the business and financial activities of the company. This requires organizational talent and energy. The director is the one who signs all important documents;
- Ensure compliance with the legality of the company's activities. Needless to say, the director himself must be well versed in the law;
- Provide the company with all material benefits for its life. The director is a business executive, he monitors both the condition of the working premises and the quality of stationery;
- Provides the company with the necessary personnel. He doesn't always have to do the interview himself, but he's happy that there are no gaps in the staff;
- Organizes . If there is an accountant, he does not do the calculations himself, but works in close relationship with the chief accountant.
What is the director's responsibility
The General Director is responsible in the following cases:
- If he himself dishonestly performs his duties prescribed in the job description;
- If, due to his actions or inaction, the company has suffered losses;
- If the director leaked information amounting to ;
- If his subordinates do not comply with safety regulations, internal labor regulations, fire protection and other regulatory documents of the company.
All types of liability are divided into material, administrative and criminal.
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Examples when a case of liability occurs |
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| Material (prescribed in the contract on liability) | Administrative (regulated by the Code of Administrative Offenses of the Russian Federation) |
Criminal (regulated by the Criminal Code of the Russian Federation) |
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- due to the lack of fire extinguishing equipment, a warehouse with goods burned down; - the director leaked information, and the company lost a profitable order; - due to an incorrectly executed contract, the company is forced to pay a fine; - commercial bribery; - deliberate or fictitious; - evasion of the functions of a tax agent in relation to their employees; — legalization and money laundering; (this type of liability also occurs when there is a malicious, repeated evasion of the organization represented by the director from taxes and fees) |
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Who is a nominee director and what does it threaten
On the Internet, you can find announcements that "interim directors" are required to create firms. Moreover, readers are assured of the absolute legality of the procedure, that such a director will not participate in the activities of the company, they will not hang loans on him, and he does not risk anything - he will simply remain the director of the organization on paper.
Of course, the submitters of such announcements will never call the proposed position "dummy", "nominal", and the potential employees themselves - "nominals" or "zits-chairmen", as in the book by Ilf and Petrov "The Golden Calf". These enterprising people choose the neutral concept of "temporary". What are these offers really?
- They need not a director, but a founder. It is in no way possible to form an LLC without a founder - when registering with the IFTS, his passport is required, in the necessary documents for registering a legal entity - in the application and in the document of the institution - passport data and a signature are required. At the same time, a director for an LLC is a mandatory person, but the law does not prohibit the founder from becoming a director. Thus, for a person, he will become both a founder and a director.
- The founder does not want to "shine" in the documents, and he needs a "screen director". With this option, the founder himself will be the actual director, but due to some personal circumstances, he does not want his name to appear in all financial and business documents. I don't want to take a real director, because he will have to pay a salary. "Shirma" will cost less.
We have already considered what types of responsibility the director bears. If you sign without understanding the process, without understanding how the company lives, you run the risk of making an illegal transaction on your own behalf. But even if the company does not violate the laws in the course of its activities, its very existence with a nominee director is illegal.
By agreeing to be a director "on paper", you become an accomplice in a criminal offense.
Becoming an "interim director" is not as innocent as it might seem at first glance. Fraudsters take advantage of the fact that our compatriots do not look into the Criminal Code. And article 173 in paragraph 1 of 2011 says that the formation of a legal entity through nominees threatens with fines of up to half a million, compulsory work or imprisonment for up to five years.
Later, this article was supplemented with a note (apparently for those who like to play with the meanings of words), where it is written in black and white who should be considered figureheads. These are either the founders, whose data was used by fraud, or representatives of the governing bodies (director, for example), who in practice do not manage the legal entity.
Some other senior administrative positions
As a rule, the larger the company, the wider its line of senior managers. Business development is gradual. Often, an entrepreneur first, then his company becomes cramped in this form, he opens an LLC, then the organization acquires branches. Everyone once started, even Microsoft once did not exist, but there was only a young Bill Gates who was passionate about programming.
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Job title |
Short description |
Design features |
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Acting CEO |
Fully replaces the general during the forced absence of the latter (due to illness, vacation, business trip) |
Signed by the CEO. The written consent of the employee is required. Also, a document is drawn up for an arbitrary form, which spells out the terms, powers, material reward |
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Commercial Director |
Deputy General Director in terms of sales, supply and economic and financial activities of the company |
The order is signed by the leader. As usual, you also need an employment contract and job description |
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Executive Director |
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CFO |
Develops the company's financial strategy, manages financial flows and risks |
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Branch Head |
Director of a subsidiary branch of the company |
The head of a separate division is hired on the basis of the order of the general director and the written reference of the head of the department |
In order to appoint the general director of an LLC, an order and minutes of the meeting of the founders of the company should be issued. The order to appoint the general director lies within the competence of the director of the company and is based on the decision of either one member of the company, or on the minutes of the general meeting of participants for a period determined by the Federal Law of February 8, 1998 "On Limited Liability Companies".
The position of the general director is introduced by the order on the appointment of the general director of the LLC.
The General Director has the right to:
- carrying out transactions on behalf of the company without a power of attorney;
- for the right of representation on behalf of the company;
- issuing orders on appointed positions for employees of the company, as well as on their dismissal and transfer, appointment of bonuses and
An order to appoint a general director will be needed to open in the name of the organization.
Who can be the CEO?
The general director of an LLC can be one of its founders. If necessary, an outsider can be hired to manage the company. The status of the general director, like all other employees, is equal to that of an ordinary employee. But in terms of the number of powers, this is several times more than an ordinary employee.
To register a person for the position of general director of an LLC, an organization will need an appointment order, as well as a protocol.
If the company is represented by only one founder, who acts as the general director, then the minutes of the meeting can be replaced by an appointment decision. The appointment decision document is signed by him personally.
The order on the appointment of the general director should be stored in the archive of the organization for an unlimited time. The order on the appointment does not have any accepted form for filling out, it is filled out arbitrarily.
Order on the appointment of the General Director of LLC - you can download a sample form to fill out
The procedure for making an entry in the labor book on the appointment of the General Director
According to Instructions for filling out work books (clause 3.1), approved in the decree of the Ministry of Labor of the Russian Federation on 10.10.2003. #69, when hiring an employee, in column No. 4 it will be necessary to enter the date and number of the order for hiring him.
Therefore, in the work book of the general director in column 4, a reference to the final decision of the organization's participants at the general meeting of the organization or to the order of the general director on assuming office is allowed.
You can learn how to properly keep a record of the issuance of work books on hand and download its sample, you can
How to fill out an order for the appointment of the general director of an LLC?
- The header should indicate the organizational and legal form of the organization, its name, the city of issue of the order, the document number according to the numbering of the company, as well as the date the document was drawn up and filled out. Both dates must match to avoid confusion.
- In the main part of the order, you can make some orders that relate only to the internal policy of the company, but do not contradict the legislation of the Russian Federation.
- After the main part of the order, the surname and initials of the person who prepared it, as well as a place for signature are indicated.
Sample order for the appointment of the general director of an LLC with one participant. Order on the appointment of the general director and accountant in one person
When filling out an order for the appointment of a director, the following points should be considered:
- the main text of the order should begin with a description of those documents that served as the basis for its preparation;
- the date of taking office of the director, as well as the name of the organization that he will lead, should be indicated;
- in the order it will be necessary to describe all the working conditions.
If there is a need to appoint a chief accountant, then these actions can be combined in one order on the appointment of a general director and an accountant in one person .
If one person performs the duties of the chief accountant and the general director, then these powers will need to be described in the order with the wording that the director assumes the duties of the chief accountant.
Do you want to know how to do your own business accounting? A detailed guide is included
If the CEO is reappointed I
In case of reappointment of the general director of an LLC, an appointment order should be drawn up, signed, and applied to the Unified State Register of Legal Entities within 3 days. There, fill out the form No. P14001, after which all the necessary changes will be made in the Unified State Register of Legal Entities.
As described above, there is no single sample order due to the individual characteristics of the business of individual firms.
What difficulties may arise in the preparation of documents?
One of the legal problems that may arise when appointing the director of an LLC is the assumption of the position of general director by a citizen of another country. Even with all the correct execution of legal documents, such as a residence permit, the right to work on the territory of the Russian Federation and the fact that a foreigner is a legal co-founder of a company, they do not guarantee against some inconsistency with the law of the Russian Federation.
The point is that in the legislation of the Russian Federation there are no articles and clauses that directly indicate that these actions are permitted or prohibited by law. Therefore, if desired, they can find fault with this nuance, although in the end there is no actual violation (provided that a foreign citizen is in the country in accordance with all laws of the Russian Federation).
The second problem, which concerns a legal violation, is the incorrect filling of the work book entry regarding the date of dismissal of the previous director.
The wording of the day of dismissal is important here. The date should not be indicated “from some date”, but “from some date”. For example, not "from February 1", but "February 1". This moment can serve as the basis for legal disputes, so it is better to protect yourself in advance from making such mistakes.
You can read how to correctly write a letter of resignation of your own free will and download its sample filling, you can
Also, the date of dismissal of the old director and the day the new director starts working should not coincide. The day of appointment and deed to the duties of the new director must follow the day after the last formal date of employment of the old one.
In general, any inconsistencies with the legislation of the Russian Federation are violations of the law, despite the fact that the founders consider them correct.
Employees of the organization may not attach importance to some minor inconsistencies with the legislation of the Russian Federation for a long time, but someday there may be a person who is not satisfied with this order of things and wants to contact the relevant higher authorities. Therefore, taking into account all the described nuances, it is necessary to draw up documents initially correctly, guided only by the laws of the Russian Federation.
You can learn how to draw up the minutes of the founding meeting of an LLC on the appointment of a new general director in the following video instruction:
The procedure for appointing the head of a legal entity depends on its form of ownership, but the list of necessary documents for registration remains unchanged. This is an employment contract and an order to appoint a general director.
Appointment letter for director
The order on the appointment of the general director is drawn up on the basis of the following documents:
- Decisions on the election of a person to a position (minutes of the general meeting of founders, decision of the sole owner, etc.).
- Employment contract with the general director.
An order to appoint a director of an LLC is needed for the internal office work of the company. The need for such a document is spelled out in the Labor Code of the Russian Federation, in article 68. It literally says the following:
- The reception of an employee is formalized by an appropriate order.
- The data in the order is entered from a previously signed employment contract.
The template for the order to appoint the general director should not be a unified form T-1, which, due to the specifics of this document, does not meet all the requirements. Usually such an order is drawn up in a free form.
Who signs the order on the appointment of the director of the LLC
The main question that arises when issuing this document is who signs the order to appoint a director?
The signature is put by the head himself, that is, in fact, he issues an order for himself.
This is justified by the following:
- At the moment when an order is made to appoint the general director of an LLC, the latter is already a person authorized to issue orders, since an employment contract has already been signed with him.
- The founders and owners of the organization cannot issue internal orders, unless they are registered in its staff.
- The legislation does not prohibit such actions of the head.
Thus, the name of the head appears in the text of the order, and he also puts his signature on this document.
Order on the appointment of the director of LLC: sample 2018
A sample order for the appointment of the general director of an LLC has not been approved, so it can be done in any form.
You can publish it on a unified T-1 form, but as mentioned above, it is not entirely suitable, because it does not focus on the fact that the manager takes office, but looks just like hiring a new employee. Meanwhile, this order will need to be submitted along with the constituent documents to various authorities.
The form of the order on the appointment of the director must contain the following details:
- Full company name.
- Date and number.
- Brief content of the order (for example, “on assuming the position of General Director”).
- The text of the order, which indicates the full name of the director, his position, the date of entry into force of powers and the date of their expiration (if any) and the document on the basis of which he was elected.
- CEO's signature.
A completed sample order for the appointment of a director of an LLC can be viewed below.
Validity of the order on the appointment of the General Director
The duration of the order to appoint a director depends on the period for which he has been granted authority. In most cases, the head of the enterprise is appointed for an indefinite period, or for a period specified in the statutory documents. It is for this period that this administrative document applies. If, after the expiration of the term of office, the head is elected again, then the order must be reissued, on the basis of a new employment contract and an election decision.
The period for which the head of the company is elected is usually included in the order for the appointment of a new director of the LLC. A sample of this entry might look like this:
- “I take office from 03/01/2018, for a period of 5 years”, or
- "Polyakov Dmitry Dmitrievich was approved for the position of General Director from 03/01/2018 to 02/28/2023."
If this information is not included in the text of the order, then a copy of the employment contract is usually attached to it, and this package of documents is provided upon request (to the bank, tax office, etc.).
The order to appoint the general director of an LLC is issued on the basis of the decision of the participants, or the sole founder, and is signed by the head himself. It is published in free form, but at the same time contains all the details required for administrative documents.
A completed example of an order for the appointment of a general director.
The director of the company has a dual status, so the procedure for formalizing relations with him has a number of features. On the one hand, the director is an employee of the organization and an employment contract must be concluded with him. On the other hand, he is the first person of the company and acts in the interests and on behalf of the employer, which is confirmed by certain documents. One of these documents is a sample order for the appointment of a director of LLC 2017.
From the article you will learn:
When is it necessary to draw up an order for the appointment of a director
Sample letter of appointment LLC director needed when a new director is elected. The head of the LLC is elected by the general meeting of the company's participants or by the decision of the sole participant, which is drawn up in the minutes or decision, respectively, after which the order to appoint the director is approved.
Rostrud specialists believe that the order on the appointment of a director replaces the order on hiring. So, in its letter dated December 19, 2007 No. 5205-6-0, Rostrud indicates that the hiring of the head of the company is formalized by an order on taking office, which is issued by the director himself on the basis of a concluded employment contract. Thus, we can conclude that within the framework of a scheduled or unscheduled inspection GIT inspectors request this document. Therefore, it must be approved in every company.
Don't miss: the main article of the month from leading specialists of the Ministry of Labor and Rostrud
Encyclopedia of personnel orders from the Kadra System.
Download related documents:
Despite the opinion of Rostrud that the order on taking office replaces the order on hiring, we recommend that we do not abandon the algorithm for formalizing labor relations common to all employees. Issue an order for employment in a unified form No. T-1 or another form approved by the organization. After all, despite the special status, the head of the organization is still an employee and must be issued in accordance with general requirements.
Form of order for the appointment of a director
A sample order for the appointment of a director of an LLC refers to orders for core activities. As a rule, the document is kept in the legal department.
The form of the order on the appointment of a director is a public document and is provided to third-party firms and institutions upon their request. For example, this document may be requested:
- banks,
- contractors,
- tax office,
- Labour Inspectorate,
- prosecutor's office
- military registration and enlistment office.
Important! Provide third parties with a copy of the director's appointment order. The original document must remain with the company. Remember to properly certify the copy. This can be done by a leader. To do this, on the copy below the requisite "Signature" it is necessary to put down the certification inscription: "Correct", the position of the person who certified the copy, personal signature, decoding of the signature (initials, surname), date of certification (clause 3.26 of GOST R 6.30-2003, approved by the Decree of the State Standard RF dated 03.03.2003 No. 65-st).
Sampleregistration of labor relations with the head of the LLC, an order on the appointment of a director
Recruitment of a manager is a difficult task for HR specialists. Therefore, we will step by step analyze how to properly formalize labor relations in a limited liability company. The algorithm is the following.
Check if the candidate is on the list of disqualified persons. If a candidate is deprived of the right to occupy a managerial position, then he cannot be hired.
Draw up the minutes of the general meeting of the company's participants (if there are several founders) or the decision of the sole participant (if there is one founder).
A sample protocol of the general meeting of the company's participants can be downloaded, decisions of the sole participant.
Familiarize the employee with local regulations.
Conclude an employment contract with the new manager. If, in accordance with the charter, the head is appointed to the position for a certain period, then it is necessary to conclude a fixed-term employment contract with him.
In accordance with paragraph 1 of Art. 40 of the Federal Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ, an employment contract is signed on behalf of the company:
- chairman of the general meeting of participants in the company - if the director is elected by the general meeting;
- sole shareholder - if the director is appointed by the decision of the sole shareholder.
Important! An employment contract must be concluded even if the head of the company is the only founder or participant. The absence of a concluded employment contract carries risks:
- tax - non-recognition of the director's salary as labor costs;
- labor - bringing to administrative responsibility under Part 4 of Art. 5.27 of the Code of Administrative Offenses of the Russian Federation for failure to draw up an employment contract.
Approve the order on appointment to the post of director.
Issue a job order.
Issue an employee's personal card in the form No. T-2 or another developed by the company.
Register the work book in the book of accounting for the movement of work books and inserts in them.
Make an entry in the workbook hiring. In column 4 of the work book, as a document-the basis for employment, you can indicate the details of the protocol or decision on the appointment of a manager or an order for employment. An example of making an entry in the work book can be downloaded.
Notify the tax office of the appointment of a new director.
The director acts on behalf of the company without a power of attorney and information about him is contained in the Unified State Register of Legal Entities, therefore, when changing the head of the organization, it is necessary to notify the territorial body of the Federal Tax Service of Russia.
What conditions should contain an order to appoint a director of an LLC in 2017
Order conditions
A sample order for the appointment of a director of an LLC in 2017 is drawn up on letterhead and signed by the new head. The order must contain the following conditions:
- name of company;
- TIN, ORGN;
- date, number and place of the order;
- surname name patronymic of the new head;
- date of entry into office;
- term of office;
- the basis for issuing an order is the minutes of the general meeting of the company's participants or the decision of the sole participant;
- leader's signature.
In practice, there are cases when there is no chief accountant in the staff of an LLC and the duties of this position are performed by the head of the company. In this case, the following condition must be written in the order appointing the director of the LLC: “Due to the absence of the position of chief accountant in the staff list of the Company, I assume the duties of the chief accountant.”
Order on the appointment of the director of LLC sample
The order on the appointment of the director of an LLC does not have a unified form and is drawn up in a free form. To draw up a document, you can use a ready-made sample.
Download in.doc
Question from practice
How to check if a candidate for leadership is deprived of the right to hold this position?
Before hiring a director, it is necessary to check whether he is listed in the register of disqualified persons. To do this, you need to apply with a request to the territorial body of the Federal Tax Service of Russia. The tax office will provide information within five days. If the new leader is in the register of disqualified persons, the tax office will issue an extract from the register. The absence of a candidate in the register is confirmed by a certificate. In its letter dated February 13, 2014 No. SA-4-14/2279, the Federal Tax Service of Russia also indicates that you can check the disqualification on the website of the Federal Tax Service.
Thus, in any company there is a leader whose powers must be properly documented. In this article, we examined how to correctly draw up a sample order for the appointment of a director of an LLC 2017, what conditions should be specified in the order for the appointment of a director, and provided a sample order for the appointment of a director of an LLC, which can be downloaded. Title documents confirm the authority of the first person of the company and are always requested by the inspection authorities (labor, tax inspection and other government agencies, and companies) as part of the audit. Therefore, these documents must be prepared correctly. It is better to do this together with a lawyer, as a personnel specialist may not know some of the nuances of registering a company director.
