Have the rules for appointing a CEO changed in 2019 in the Russian Federation?
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When and how should an order be formed, what should be included in it and whose signature should it be? – These are the questions to which you should find out the answer at the stage of hiring an employee.
Any action at the enterprise (hiring, dismissal, transfer, etc.) must be documented. The same applies to the appointment of a person to the position of General Director.
But not everyone knows how to accurately vest such a person with powers so as not to violate legal norms. For example, difficulties may arise at the stage of forming an appointment order.
That is why we will dwell on this issue in more detail and find out what nuances should be taken into account when drawing up such a document.
Basic Aspects
What general information should you know about the CEO and his appointment? Let's consider the basic rules for appointing a general director and the main regulations that govern this issue.
Basic moments
The General Director is the sole executive body who is responsible for the normal functioning of the company.
This position may be occupied by one of the participants of the limited liability company. Although an outside person can also be appointed - an employee.
By status, the general director is the same employee of the company as other employees. But he has much more powers.
Such a person is obliged to comply with corporate interests and civil legislative documents of the Russian Federation.
Features of the design of the general director:
| With the general director can be drawn up | Art. 59 Labor Code of Russia |
| The CEO is given an increased one. Duration – up to six months | |
| The new owner of the company must stop within 3 months | |
| The general director can also work in other companies if there is permission from an authorized person of the organization, or the owner of the property of the LLC, or a person who has the appropriate authority | |
| The CEO bears full financial responsibility for the damage caused to the company | |
| A number of additional grounds for terminating an employment relationship with a manager are prescribed |
To hire a general director, an order and a protocol or decision on appointment are drawn up. An order drawn up arbitrarily is transferred to the archives of the enterprise.
If a person is hired for the position of CEO for the first time, the application process will be simpler.
When hiring a person who has previously held a similar position, after writing the order and signing it, the company has 3 days to fill it out in the Unified State Register of Legal Entities.
The greatest discrepancies in the document may occur if a foreigner who is considered a citizen of another state is hired for the position of general director.
It does not matter if all other documents are drawn up in accordance with legal requirements. An order must be issued after the company’s highest management body has made a decision to appoint a person to such a position.
The founders and shareholders have such powers. Upon appointment, the CEO will:
It is mandatory to notify the tax authority of the appointment of the general director. Form P14001 must be certified by a notary.
Other documents are also prepared (as in general cases). The agreement with the employee will be signed by the chairman of the general meeting of LLC participants.
The right of a shareholder to personally make a decision on the appointment of a general director is stated in Art. 47 Federal Law on JSC. The rules on the procedure for holding a meeting of shareholders are not applicable here.
If we are talking about an LLC, then you should look for the answer in, which also establishes the right of the sole founder to independently make decisions and reflect them in writing.
If a person who is the sole owner of the organization decides to occupy or vacate the position of general director, he does not have to comply with any formalities.
Two founders
Every company has owners - founders. When it is necessary to appoint a general director, a constituent meeting is convened (Federal Law No. 14 of February 8, 1998).
This form can be used not only when appointing a manager, but also when hiring another employee. The basis for preparing an order using this sample is an employment agreement.
The order is issued by the director who still runs the company. An exceptional situation is when such a person is removed from office.
Who signs the document?
Usually the signature is affixed by the employer who hires the employees. But in our case, the manager is the hired employee.
This means that the second party in legal relations is a different subject. This could be a company where the CEO will work.
Influencing factors are the type of enterprise and the number of owners. So, the following people have the right to sign:
Since the sole founder himself makes the decision to appoint a general director, he also signs the order.
If there are several founders, it is worth voting at the meeting to assign the rights to sign the document to a certain person.
If the general director and the sole founder of the LLC are one person, then he himself can sign an order appointing himself to the position.
What is the validity period?
With the duration of the employment contract with the general director, not everything is so simple.
According to Art. 40 of the LLC Law, the sole executive body of the company is elected at the founders’ meeting for a period established.
It is impossible not to mention the term in the charter. This means that you can specify an indefinite period. It is also necessary to ensure that such a charter does not contradict labor law.
According to the Labor Code, the period will be reflected in the employment agreement, which is concluded with the general director.
At the end of its validity period, a fixed-term contract can be terminated or extended; if neither party initiated termination of the employment relationship, the contract automatically becomes concluded for an indefinite period.
If a contract is drawn up for a limited time without serious grounds, the court may recognize it as drawn up for an indefinite period.
If the employment contract does not contain information about the validity period of the document, it will be considered concluded.
Emerging nuances
You should also know how to act in the event that the director is temporarily absent and cannot manage the activities of the enterprise.
After all, someone will have to fulfill his authority so as not to interrupt the production process. There are some nuances when appointing a person (manager).
If he is appointed chief accountant
The General Director has the right to assume the powers of the chief accountant. This is more practiced in small enterprises where hiring a new person is not an economically viable action.
If the general director and the accountant are represented by one person, in addition to the powers of the manager, all the obligations of the accountant will have to be fulfilled.
When appointing an interim
To ensure the normal functioning of the company in the absence of the general director, his powers are assigned to another employee - the deputy.
In order for the authority to manage the company’s accounts and the right to sign settlement documentation to be exercised, it is worth submitting a temporary card to the banking institution, which contains samples of the signature of the acting person.
The company's imprint is also placed on such a card. The temporary card is signed by the head and chief accountant of the organization, if there is no chief accountant - only by the director.
Submission of a temporary card is not required if transactions are carried out on your own account, and the Bank-client system is used. Condition – the contract does not require additional payment documents to be submitted on paper.
An interim director is appointed if the general director is on sick leave, went to, stays in, etc.
Typically, such powers are transferred to the Deputy General Director. If there is none, then the powers can be transferred to another employee.
But is it worth drawing up an employment contract with an employee who is not appointed as a deputy general director on the temporary fulfillment of his obligations?
The answer depends on how the temporary fulfillment of obligations was formalized.
If the employee is not released from his main job, then entrusting him with the powers of the general director is possible if the person provides written consent ().
Then an additional agreement to the employment contract will be required. All obligations for the position being filled are prescribed, the period during which it is worth performing the functions of the general director is established, and the amount of additional payments is determined.
There is another way - the person is temporarily transferred to another job so that the absent director can be replaced ().
And in this case, additional agreements are required. For how long will the person be transferred? – Until the general director comes to work.
By the way, entries in work books are not made in such situations. The person who performs the duties of the manager signs the documentation on his own behalf, since he has such authority.
Often, in unified order forms, the position and full name of the general director are entered, and the person performing his obligation adds “I.O.” and only then signs.
Then the signatures and their transcripts will not match. After all, the position “acting” does not exist.
This means that such a person must write the position he occupies in accordance with.
When preparing documents for signature by the interim management, it is worth changing the title of the position and the description of the signatures.
If such data does not match, the documentation will be considered invalid.
If neither the charter nor the employment contract provides for the possibility of transferring powers in the absence of the manager, then it is drawn up.
Such a document will list the powers that are transferred. Powers of attorney are concepts that are found in civil law, and they are designed to control the external relations of the company.
This is a written order issued by one person to another. Based on a power of attorney, the employee will be able to represent the interests of the company before a third party ().
A power of attorney can be issued for a period of up to 3 years. Moreover, the person to whom such a document was issued has the right to refuse it at any time ().
The CEO can be hired either from outside or from among the founders. The head of an organization has a special status: on the one hand, he is the same employee as others in the organization, on the other hand, he has all the powers. But regardless of this, to hire a general director, you will need the following documents: minutes and an order for the appointment of a director. If the organization has one founder, and he takes on all the functions of the manager, then instead of a protocol he must formalize the decision.
Order on the appointment of a director refers to orders for core activities. By law, such a document is subject to permanent storage. Does not have a unified form.
The procedure for drawing up and filling out an order is as follows.
In the header it is necessary to indicate the organizational and legal form of the enterprise and its name, as well as the serial number, place of publication (usually indicate the city) and the date of issue of the order.
The title of the order indicates its brief content. In this case, we write down “On taking on the position of director of the Company.”
The text of the order must contain at least two paragraphs. In the first paragraph, it is necessary to indicate the documents on the basis of which the order for the appointment of the general director was drawn up, the name of the organization that he will lead, as well as the date of taking office. The second paragraph specifies the condition under which the order for the appointment of the general director will come into force.
The order is certified by the indication of the person who prepared the order, his signature and seal (the seal is not required). If the general director and the sole founder of the organization are one person, then in this case he himself signs an order on his own appointment.
After registering a new director in an existing organization, it is necessary to change the information in the Unified State Register of Legal Entities by filling out form No. P14001. This must be done within three days of the CEO taking office. If the general director is hired by a newly created organization, his data is already included in the Unified State Register of Legal Entities upon registration.
IN order on the appointment of the general director information on wages and other information that is provided for other employees in employment orders is not indicated. This is due to the fact that this order relates to orders for core activities that relate to the work of the organization as a whole. And the main thing in this order is the identification of the governing body, and not its labor responsibilities. Simply put, such an order conveys information to other employees that “such and such has assumed the position of general director on the basis of such and such an order or decision,” and nothing more.
The conclusion of an employment contract with the general director is mandatory only if the organization includes several founders or shareholders. If the functions of the general director are intended to be performed by the founder with a 100% share, then drawing up an employment contract is not necessary. But on the other hand, tax inspectors may not allow you to keep records of wages, etc. in expenses when calculating income tax. True, such an issue can be resolved through legal proceedings. Drawing up an employment contract will not be superfluous, because in this case, the tax authorities will not have any complaints. In an employment contract, the head of the organization can put two signatures for both parties. And this will not be a violation, because... According to Article 182 of the Civil Code of the Russian Federation, labor relations are not subject to the prohibition of being both parties to the contract.
The order for the appointment of a deputy director of an LLC relates to orders regarding personnel and is of paramount importance in organizing the company’s personnel document flow system.
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Structure
The order consists of introductory, main and final parts. The introduction must indicate the basic details of the organization. In this case, this is an LLC, so you must indicate:
- Full name.
- OKPO.
- Legal address.
Long-running companies have letterheads specifically for this kind of documents. The main details are already recorded on their upper part. When preparing a document, the secretary, clerk or other employee does not need to spend extra time entering the same data.
After the details, the name of the order, the date of its signing and number are written on the paper. The number may be preceded by the letter “K” (which means that this is a personnel order) or “LS” (which stands for “Personnel”). There are other letter designations, everything will depend on the specifics of the organization’s document flow.
The main part of the order is quite simple, although it may consist of several points. In the attached sample they contain:
- Full name of the person who is appointed to the position of deputy director of the LLC.
- Information about whether the deputy director is given the right of first signature on financial documents.
- From what moment does the order come into force?
- Who remains responsible for the execution of the signed order.
At the end, you can also provide a link to the signed employment contract as an attachment. Everything is certified by the signatures of the manager and the appointed employee, with transcripts, date and position of the certifier. The use of seal is at the discretion of the organization. If we are talking about the right to sign financial documents, then using a facsimile is unacceptable. In other cases - by mutual agreement of the parties.
After the order is signed, it is recorded in the personnel order log. And after execution, they put the appropriate mark on the direction to the case. There is no clearly established form of this paper for all cases. But there are strict requirements that they must meet:
- All text should be formulated clearly and as briefly as possible.
- All expressions must be understood unambiguously. There should be no vague terms or formulations.
- It is recommended to separate individual orders item by item. They must be numbered only in Arabic numerals. In each of the points, it is advisable to resort to a three-stage structure of presentation: the performer, the prescribed action and the deadline.
More detailed information about these or other requirements can be found in the Requirements for the preparation of documents for personnel, which were adopted by Gosstandart Resolution No. 65-st dated March 3, 2003.
Specifics
Unlike most other orders on the main activity, the order for the appointment of a deputy director of an LLC may not have a stating part at all. That is, you can write at the beginning that the order is issued “in connection with the signing of an employment contract,” indicating the date and number, but this is not necessary.
Requirements and admission algorithm
The deputy director of an LLC is the same employee as the rest. The only thing is that if such a possibility is specified in the order, then he has the right of first signature on financial documents. Therefore, it is also necessary to conclude a fixed-term or permanent employment contract with him. The reception mechanism is as follows:
- If necessary, the future deputy director undergoes a medical examination. This practice is common in medical organizations, companies that produce and sell food, etc. In short, medical examinations are carried out only when necessary.
- Signing local regulations, such as job descriptions, etc. These signatures must be placed before concluding an employment contract. This is a fundamentally important point. Sometimes an organization even starts a special journal in which this very moment of familiarization is noted, because it can be vitally important to prove the fact of signing these documents before concluding an employment contract with an employee.
- Provision of documentation by the employee: his passport, work record book, education document, military ID, etc.
- Signing an employment contract in at least two copies. One remains with the employee, the other with the employer. Registration of this document is provided in the employment contracts register.
- Based on the signed paper, an order is issued to appoint a deputy director of the LLC. It is necessary to ensure that the right of first signature (if it was specified in the order) is also mentioned in the job description signed earlier.
- A record of employment is entered into the work book. The personnel officer (or other employee) issues a personal card for the deputy director of the LLC.
Only after completing all these procedures, the appointed senior manager of the organization has the right to begin performing his duties.
Of course, when appointing a director, he has the right to use T-1 or T-5 forms if the employee is transferred to the deputy director of the LLC from another position.
Do I need to start a personal business?
If we are talking about an individual entrepreneur, then there is no need to open a personal file. Such documents are a characteristic feature and are specified in the constituent documents of only municipal or state institutions. For private companies, it is better not to open a case personally against the deputy general director, as well as against the manager himself.
An order to take up a position is a document on the main activity, confirming the admission of an employee to a specific place. We will tell you what features the appointment order has, who can sign it, and whether the employee’s consent (application) is required to occupy the position. For convenience, let us consider a situation where an order is issued in connection with the approval of an employee to the post of director.
Order of appointment to a position: legal basis
Article 19 of the Labor Code of the Russian Federation states that labor relations at an enterprise can arise on the basis of an employment contract as a result of approval or appointment to a position. Such situations should be provided for either in laws or in the charters of organizations. No other explanations were given, from which we can conclude that the order for appointment to a position is equivalent to an order for employment, and the general norms of labor law apply here.
Based on Article 68 of the Labor Code of the Russian Federation, the employer must first enter into an employment agreement with a new employee, and then issue an appropriate order appointing him to a specific position. If the employee previously held a different position, it is formalized through a transfer, for which consent may be required. Relocation issues are covered in detail in Art. 72.1 of the Labor Code of the Russian Federation and Art. 72.2 Labor Code of the Russian Federation.
Speaking about the employee-manager, it is worth turning to the norms of Article 275 of the Labor Code of the Russian Federation, from which it follows that the organization’s charter may provide for other procedures before concluding an employment contract and issuing an order for confirmation in the position.
Form of order for appointment to the position of director: contents and sample
An order for the appointment of a director can be issued in a free format or according to a sample approved by the company. But it must contain all the necessary details, which can be seen in the unified form No. T-1, approved. Resolution of the State Statistics Committee of Russia dated January 05, 2004 No. 1. Although this normative act is optional, and all the unified forms of orders contained in it are recommended for personnel workers from Moscow, St. Petersburg and any other region, it is an indispensable assistant.
The following information is required for an appointment order:
- information about the employer (general only, contact information is given in the employment contract);
- information about the order itself, including its number and date of execution;
- information about the new employee (last name, first name and patronymic) and the position to which they were appointed;
- work start date;
- grounds for issuing the order.
If desired, additional information is specified in the T-1 form: about remuneration, payment procedure, probationary period.
The order for appointment to a position is signed by the head of the organization. Then it must be familiarized with it and signed by the employee himself. If the owner has appointed himself as a manager, then he signs the order twice - for himself and for the employee.
Sample order of the director on taking office
Important points
Rostrud, in Letter No. 2894-6-1 dated September 22, 2010, provided legal advice regarding the documents on the basis of which it is allowed to fill out the director’s work book. Officials say the employer can record information from the appointment order. This clarification can also be used when filling out work books of other executives.
If a new employee replaces the previous one, it is important to monitor the effective dates of the order to recall the first employee and the order to appoint a new employee. Using the example of a director, this is quite easy to explain: two managers cannot fully exercise their powers on the same day. The same applies to chief accountants, heads of departments, etc.
A few words about the grounds for issuing an order of appointment to a position. An ordinary employee is hired after concluding an employment contract with him. But when it comes to the director, chief accountant, and other appointed persons, this document alone may not be enough. As a rule, the director is chosen by the meeting of shareholders or the sole founder: the procedure must be prescribed in the title documents or the charter. Therefore, data on relevant decisions and protocols are also included as grounds for issuing an order of appointment to a position.
The order for the appointment of a commercial director is an important document regulating the work of the organization. Through it, a specific person occupies a position so significant for the development of the company.
An accountant, one of the founders, or a third party can be appointed to this position. If this person has sufficient knowledge and competencies, then the optimization of production and financial processes of the entire organization is ensured.
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The duration of powers for the position of commercial director, based on Article 58 of the Labor Code, may well be determined by the main document of the LLC - the Charter. But the contract that is signed upon hiring will always be fixed-term. Its “expiration date” by law is no more than five years.
Approvals, grounds
The order must have a “basis” - a basis for adoption. This basis in most cases is the decision of the sole founder. If there are several founders, then it will be necessary to draw up the minutes of their general meeting (with the signatures of each) and make a reference to it from the order as the basis.
Responsibilities
The commercial director is one of the key persons in the organization. He is a senior executive. His competence includes the financial and economic part, budget planning, coordination of work in departments, etc. In a word, everything that will be specified in the contract. The latter is concluded with the manager, who is the only immediate superior of the appointed employee.
- Planning. To support the general director, the commercial director builds strategies regarding production and various economic issues.
- Analysis. A good commercial director has well-developed analytical skills. He, of course, must react quickly in acute situations, but the main thing is to prevent their occurrence.
- Finance. The employee is primarily engaged in finding and expanding sales markets and increasing sales volumes.
- Control. Plans must be implemented. The appointed commercial director is also responsible for this. This is especially true for the financial expectations of the organization.
This is not a complete list of activities of the average commercial director.
Corrections
Each company has its own specifics of holding this position, which must be reflected in the relevant documents. The order only records the fact of appointment.
In order to be able to make adjustments without redoing the order, you can only refer to the job description. Then the order will have legal force even if the instructions are changed.
As for corrections in the text of the order, they are extremely unwelcome.
Rights
The commercial director has the rights granted to him by his head - the general director. This usually happens:
- Making independent decisions regarding the sale of goods. To do this, you will need to issue a specialized power of attorney signed by your boss.
- The right to make various proposals to improve the organization. Both personally to the leader and indirectly through participation in collective meetings.
- Providing bonuses to employees independently or recommending this by submitting a petition to the general director, etc.
Components of an order
The order has a structure typical for this type of document. The document is laconic, strict, refers to the decision of the sole founder, employment contract, job description. At the top of the sheet are indicated:
- Full name of the organization, its details.
- Location of the organization.
- Date of signing the order. It is from the moment of signing that the document is considered to have legal force.
Below is the main part of the document. It begins with a mention of the basis (decision of the sole founder or minutes of the general meeting). All documents referred to in the text must have a number and date of signing.
An order may contain several items. But the main one is directly about the appointment of a certain person as commercial director. Registered:
- Full name of the appointee;
- time of entry into force of the document;
- for what period is it appointed (maximum - 5 years).
As an addition, the following may be indicated:
- Does the commercial director have the right of first signature on financial documents?
- Amount of remuneration.
- Who develops the draft employment contract for the appointed person.
- Establishment of full financial liability.
- To whom and within what time frame it is necessary to familiarize the designated employee with the order.
At the conclusion of the order for the appointment of a commercial director, there are signatures of the general director and the appointee, as well as everyone who was mentioned in the order (for example, the head of the personnel department, the head of the legal service, the chief accountant, etc.).
As for storage periods, the paper belongs to the category of personnel orders and must be stored for at least 75 years.
After signing
Once the document is signed, it becomes legally binding. But in order for the position of commercial director to actually appear in the organization, it is still necessary to conclude a contract with the specified person, as well as make an entry in the provided work book.
The procedure is quite simple. However, in agreements (contract, employment agreement) between the manager and the employee, a mandatory condition of non-disclosure of confidential data (for insurance) should be specified. After all, an order to appoint a commercial director is not a guarantee of safety, but only a written statement of the fact of hiring.
