Features and procedure for dismissal of the head of an organization or enterprise at his own request

The procedure for dismissal at will

Dismissal of employees can occur either at their own request or by decision of the director.
When dismissing a company director, there are several rules:

1. It is necessary to provide a correctly drawn up application, which must indicate the person with whom the employment contract was signed.
2. It is necessary to indicate the article on the basis of which the contract will be terminated early.
3. It is necessary to provide a document indicating that a meeting was previously held at which the manager informed everyone.
4. It is necessary to convene a meeting at which to propose a new leader or re-elect him again.
5. Then the director of the company where the head of the department works must make a note in the work book.
6. Mandatory payment on the last working day.
7. An important condition is to notify the tax office about the resignation of the manager from his position.

Having fulfilled all these rules, the head of the organization will be able to leave the enterprise of his own free will. An important aspect in this matter is the sequence that must be followed.

After writing an application, issuing an order, and working out the required period, an important stage follows - an entry in the work book. The work book contains all previous places of work, in the case of official employment. According to these records, the person is entitled to receive a pension in the future. That is, based on this, the length of service is calculated.

It is important to remember that not only the owner of the enterprise, but also the manager, albeit a former one, can make changes to the work book. All changes must be clearly stated in accordance with the law. Errors or corrections in this document are not permitted under any circumstances.

Such a document will simply be considered invalid. When filling out a work book, you cannot skip the columns there; everything must be filled out.

It must be remembered that in the work book you need to indicate the reason for dismissal from your position, and you should indicate the corresponding regulatory document. In addition, the work book contains the details of the employment contract, which was terminated due to dismissal.

The head of the enterprise is the same employee as all other members of the organization. Therefore, upon dismissal from his position, he is entitled to certain payments.

Often these payments consist of cash deductions for unused vacation, bonuses or other monetary rewards, which are specified directly in the employment contract that was concluded upon taking up the position.

The founders have the right to pay not the entire amount that is due under the agreement, but to break it into several payments. In this situation, it is important to remember that such a scheme only works until an application for the need to pay the balance of the amount is received from the former head of the organization. In this case, the founders are required to make cash contributions within one day from the date of receipt of the application.

In addition, the minimum payment according to the law is three times the minimum wage of an employee. These payments are made to the employee’s bank card or according to the details he provided.

The legal basis for the procedure is the Labor Code of the Russian Federation and Law 14-FZ of 08.08.98. The founders make decisions by voting. The removal of a top manager must be supported by the majority of LLC participants. An increased quorum is permitted to be established in the charter.

The document must indicate the reason for the dismissal of the general director or refer to Art. 278 Labor Code of the Russian Federation. An HR employee cannot independently determine the grounds for termination of a contract. The article is indicated in accordance with the decision of the founders. In addition, a new top manager is appointed at the meeting.

Society should not exist without a single executive body. The absence of a leader will cause managerial collapse. The company will lose the opportunity to enter into transactions, register changes in the Unified State Register of Legal Entities and perform other legally significant actions. This follows from Art. 40 of Law 14-FZ. Sample solutions (protocols) can be found on the Internet. There is no single form approved by departmental orders. When registering, you should be guided by the provisions of Art. Art. 36–39 of Law 14-FZ.

An important nuance is the issuance of a dismissal order. In practice, disputes often arise about the advisability of filling out the T-8 form. Some experts say that the legal basis for terminating a contract with a manager is the decision of the founders. The order is considered unnecessary.

Their opponents refer to Art. 84.1 Labor Code of the Russian Federation. The norm sets out step-by-step instructions for terminating an employment contract and does not provide for exceptions. The basis is the order of the employer. However, the general meeting only authorizes the procedure. It is necessary to issue a personnel order on the day of dismissal.

Filling out the work book is carried out in accordance with the instruction of the Ministry of Labor of Russia No. 69 dated 10.10.03. The ex-manager's record must be read and signed. If it is not possible to issue a work book, it will be sent to your home address by registered mail.

Features of documentation are determined by the reasons for termination of the contract.

We invite you to familiarize yourself with: The procedure for filing an administrative claim in court

Procedure for transferring cases

Since the head of the organization is an employee with a special status, his duties have significant consequences for the company, and he bears financial responsibility, before dismissal it is necessary to implement a procedure for transferring affairs to a new employee. This is necessary, first of all, for the director himself in order to differentiate responsibilities. If, after resignation, confirmation of any violations is discovered that could even conceivably occur during the performance of the employee’s duties, the manager will be held liable, despite the fact that he has already resigned.

In practice, this means transmitting the following documentation:

• Constituent and registration papers of the organization.
• Minutes of general meetings, decisions of co-founders.
• Accounting and banking documentation.
• Documents confirming the title to the property of the enterprise (fixing the right to real estate, vehicles and other valuables).
• Personnel documentation.
• Agreements with counterparties.
• Seal of the organization, keys to the safe.
• Other important documentation.

The legislation does not regulate a clear procedure for transferring cases to a new employee in such cases. Since the manager is a financially responsible employee, it is necessary to conduct an inventory of the company’s property. It is also advisable for the director to make a report on accountable funds, keeping copies of all documentation, and hand over excess amounts to the cashier. It would be useful to notify the certification center and the banking organization about the change of the head of the company. When transferring cases to a new employee, it is advisable to document the procedure with an acceptance certificate.

On the last day of work with the employee, a full payment is made. He is entitled to pay compensation for unused vacation and the balance of wages that were not transferred. At the same time, an entry is made in the director’s work book. It should be formulated clearly, indicating the basis for termination of the contract with reference to the article of the Labor Code of the Russian Federation.

After taking office, the new manager is required to submit information about the change of director of the organization to the Federal Tax Service within 3 working days. The person who quits must ensure that changes are made to the Unified State Register of Legal Entities. If he continues to be part of the organization, he may have difficulties finding employment in a leadership position in the future. If the enterprise is inactive, the director has the right to oblige him to provide information through the court, since he himself cannot do this.

Features of the director's dismissal

The dismissal of a director at his own request is carried out differently from the dismissal of a simple ordinary employee. These differences stem from the position he held and what powers he had.

The main differences between the dismissal of a director are:

• The director enters into an employment contract not with himself, but with the owners of the company. And if there are several such founders, then each must be sent a written notice, or a general meeting must be announced and the issue of dismissing the old leader and appointing a new one must be raised.
• Due to the need to notify the owners and appoint a new manager, the notice period for a director to be dismissed at his own request has been increased to 1 month.
• The owners have the right to dismiss the director if the company is sold to other persons, due to making wrong decisions that damage the company, due to bankruptcy, etc.
• When dismissing a director, it is imperative to notify not only the partners of the company, but also government agencies (for example, the tax office), banks, etc. about this event.
• To eliminate a period of “anarchy,” when an old director is dismissed, a new one should be immediately appointed in his place.

Attention! Application for

voluntary dismissal

an ordinary employee submits it 2 weeks before the desired date, and the director must submit it at least a month in advance, according to Art. 280 Labor Code of the Russian Federation.

How to fire the director of an LLC?

The procedure includes the following steps:

• making a decision to leave, agreement (oral) with the board of directors;
• preparing an application;
• official notification to LLC shareholders;
• meeting of shareholders;
• preparation and issuance of an order;
• an order to the personnel service regarding the calculation;
• calculation, issuance of documentation to the former general director.

Entries in the work book are made in the same way as for any other employee. If the dismissal is carried out by decision of the founder, then either he himself or the personnel service makes the necessary entries in the work book, but if the manager dismisses himself, then he also draws up the paperwork.

Attention: upon completion of the procedure, you must notify the tax authorities!

Carefulness in following the procedure and strict adherence to the requirements of the law will protect the company both from the claims of the departed director and from possible attention from regulatory authorities and will ensure the smooth running of the business.

Watch a video about how to resign as a director:

Expiration of the contract

According to the general rule enshrined in the Labor Code, the employee must notify the employer of the upcoming dismissal no later than two weeks in advance. This period begins the day after the employer receives the resignation letter.

However, the so-called two-week working period can be reduced by agreement between the employee and the employer. In addition, the law does not oblige the employee to be at the workplace during the period of notice of dismissal. He can go on vacation, sick leave, etc., but the terms of dismissal will not change.

There are statutory exceptions to the general rule of two-week work. Thus, if you are dismissed during the probationary period, the notice period for dismissal is three days, and if the head of the organization is dismissed, it is one month.

There are different situations when it is necessary to change your occupation, or to urgently leave due to current circumstances. If this is a deliberate decision that did not arise immediately, then you need to clearly understand and know when and how to warn the director of the company about leaving.

After voicing your decision, you need to work out a certain period in accordance with the law. It is important to remember that the terms that a manager is required to work differ significantly from the time for ordinary employees. Thus, an ordinary employee of an enterprise is obliged to notify the boss two weeks before dismissal. This is the period he is required to serve.

Unfortunately, this rule does not work for people who occupy leadership positions. Based on the employment contract that was signed between the manager and the employer, the director of the department must work at the enterprise for another month from the date of notification of his departure. In addition, if the director wants to urgently terminate the contract, he is still obliged to work at the enterprise for another month.

These conditions are stipulated in the employment contract, and it is no secret to anyone how much time in advance you need to give notice of your departure.

The head of an enterprise differs from an ordinary employee not only in salary and scope of responsibilities, but also in the timing of dismissal from the position. An ordinary ordinary employee has the right to work at the enterprise for two weeks after signing the application. The manager's term of service is one month.

During this time, the manager is obliged to prepare the entire package of documents about the company’s activities, its profits and all planned projects for the future, for his predecessor. Sometimes it happens that a completely new person comes to the company, so the ex-manager should help the new employee get up to speed and prepare him for work.

Dismissal of a manager is a rather labor-intensive process that requires large expenses both on the part of the manager and on the part of all participants in this process. Therefore, you should not take this matter lightly. It is important to fulfill all the points specified in the contract in order to avoid unpleasant situations.

When an office manager is hired for a position, an employment contract is drawn up, which specifies the terms of its validity. It happens that the terms of dismissal coincide with the terms of the end of the contract. In this case, this is not a reason to leave.

Responsibility after dismissal of the CEO

Dismissal of the general director of an LLC at his own request is a procedure that includes, in addition to an application from the manager, the provision of compensation and an obligation to work, legal responsibility for the decision made. The liability of an official can be: material, administrative and criminal.

Financial liability is a case when the founder compensates in cash for the cost of lost property. The Labor Code states: the manager is obliged to cover the harm caused to the company.

Administrative liability according to the Code of Administrative Offenses includes a fine of 5,000 rubles if the director:

• Does not adhere to sanitary and hygienic standards and violates consumer rights;
• Builds financial relationships taking into account fraud and deception;
• Activities that are not registered in the register and have no license to make a profit;
• Reporting, credit checks, documents and declarations are submitted to meeting participants late;
• Carrying out operations without a cash register.

Penalties, which range from a minimum of 5,000 to 30,000 rubles, include: supply of low-quality products, deliberately bringing the company to ruin, failure to comply with meeting procedures, concealment of information related to the company’s cash flows.

Criminal liability is valid if the manager carries out illegal actions and frauds that involve a large amount of money.

Transfer of cases upon dismissal of the CEO

The transfer of affairs after the dismissal of the general director of an LLC is a mandatory procedure in accordance with the Law “On Banks and Banking Activities”. Step-by-step instructions regarding the transfer of cases include:

• A document that officially confirms the legal management of the organization by the new leader;
• Act of transfer of affairs upon dismissal of a manager. The legal document gives the resigning person the right to transfer all necessary documents regarding the organization. The list of transfer of affairs includes: constituent documents and minutes of meetings, securities that relate to checks for banking transactions, the original license and registration of the company, a document that is proof that there is a right to own the property of the company.

The procedure for transferring affairs obliges the resigning party to hand over stamps and seals, keys to safes and safe deposit boxes, technical equipment and contacts to maintain partnerships.

The act of transfer of affairs is drawn up in two versions, each of which is confirmed by two signatures: the resigning founder and the new founder. The procedure for drawing up an act of transfer of affairs is carried out by participants who have permission to do so.

Dismissal of the director of an LLC at his own request: registration in 2019

Let's look at how to fire a director step by step.

We invite you to familiarize yourself with: The procedure for abandoning a claim in civil proceedings

In order to express your desire to resign from the position of director, you must draw up a statement about this. The structure of this document is slightly different from the application of an ordinary employee.

An application for dismissal of a director must be sent to his superior management - the owner of the company. If the company is founded by several people, then the application must be addressed to the meeting of participants. If there is only one founder, then the document must be drawn up specifically in his name.

The text of the application must state a request to be relieved of his position and make a reference to Article 280 of the Labor Code. It establishes the legal relationship between the parties in this case.

The director then signs and dates the document. It must be remembered that according to the rules, it must be drawn up no less than a month before the desired date of dismissal.

Procedure for notifying the founders of the organization

As mentioned above, the manager has the right to resign with or without the consent of the founders, but he is obliged to notify of his desire at least one month in advance. This period does not change depending on the duration of the employment contract. In such relations, the employer is the organization itself, its governing body, therefore it is necessary to notify the general meeting or the individual participant of the desire to terminate mutual obligations.

Transfer of affairs to a new manager

When leaving a managerial position, you must notify all investors in the company. This is done in order to have enough time to find a new employee. During the meeting, the issue of dismissal of the director of the enterprise is on the agenda.

All members of the joint stock company must speak out and express their opinion on this matter. Sometimes it happens that the founders try to resolve the issue in their favor - they try to keep the previous employee in a leadership position by offering various incentive options. If the decision is final, the shareholders consult and decide on further actions.

Sometimes there are cases when it is not possible to hold a shareholder meeting or, due to certain circumstances, this is simply impossible. Then the head of the enterprise has the right to dismiss, since the employment contract stipulates the condition only of notifying all participants in the enterprise.

It is important to remember that in such a situation it is necessary to notify all shareholders in writing about the meeting, and if it is impossible to carry out this event, obtain written confirmation. Then dismissal without the consent of all members of the enterprise will be legal.

It is in such a situation that all powers are transferred to the deputy manager. In this case, it is important to document everything correctly:

1. A prerequisite is the issuance of an order transferring all powers to a trustee. In addition, it is necessary to prepare a notarized document that gives the right to sign documents on behalf of the manager;
2. Prepare documents that confirm the transfer of all necessary documents for the enterprise.
3. In the event of shareholders abandoning their own enterprise, the manager has every right to go to court to have him removed from the Unified State Register of Legal Entities.

• preparation of current affairs and drawing up an inventory;
• carrying out an inventory with approval of the results;
• signing the transfer deed.

When a company is liquidated, acceptance is carried out by the chairman of the commission formed by the founders. In the event of a sale, the new owner can participate in the procedure.

In 2021, the registration of internal reshuffles is not strictly regulated by law. A change of director does not automatically entail the revocation of powers of attorney, and all agreements remain in force.

In practice, there are situations when the ex-manager refuses to transfer affairs to a new official. In this case, the company initiates legal proceedings. The legal basis for the claim will be the resolution of the Council of People's Commissars of the USSR No. 248 dated March 2, 1938. The document has not yet been canceled and can be applied by virtue of Art. 423 Labor Code of the Russian Federation.

A slightly different situation arises when the procedure is impossible (for example, the disappearance or death of a former manager). Regulatory acts do not regulate this issue. A reasonable solution would be to send notices to the tax authority, the police, and form a special commission. Its composition may include employees of the company, the participants themselves and independent specialists.

When a director is dismissed, it is necessary for the owners to elect a new director. After this, it is necessary to notify government agencies and enter new information into the Unified State Register of Legal Entities.

If there is no new director, then the owners find themselves in a difficult legal situation. On the one hand, the old manager resigns 1 month after written notification to the owners. On the other hand, the company does not have a new governing body.

If the owners do not take any action to find a new director, the old one dismisses the director of the LLC without appointing a new one independently on the basis of the provisions of the Labor Code of the Russian Federation. The line is entered into the employment record as if it were a simple dismissal at will.

After the expiration of the established period, he must also formalize in writing the withdrawal of all powers. However, an internal order will not allow him to exclude himself from the Unified State Register of Legal Entities.

The current law establishes three cases when this can be done:

• Hiring a new director;
• Liquidation of a company;
• Removal of powers.

Attention! In such a situation, the exclusion of an already inactive manager from the register can only be carried out by a court decision. The former manager with supporting documents can contact this body, and if the court makes a positive decision, then information about him will be removed from the register.

There cannot be a period of “powerlessness” in a company, since the owners do not have the right to directly manage the company.

However, if the previous director has already resigned and a new one could not be found, or the owners do not agree on his candidacy, it is necessary to appoint a temporary acting director. This could be, for example, the employee who received the most votes in the elections.

From this point on, the Acting Director will serve as director until a permanent director is appointed.

Even if there is a deputy in the company, he will not “automatically” act as a director without a decision from the owners.

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 “ On state registration of legal entities and individual entrepreneurs" dated 08.08.2001 No. 129-FZ) by filling out and sending form P13014 (valid from November 25, 2021), approved by order of the Federal Tax Service of Russia dated 31.08.2020 No. ED-7-14/ [email protected]

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. MMV-7-6 / [email protected] ).

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 (valid until November 25, 2021) cannot be signed by the former manager, since in fact his powers have been terminated, although information about him is still contained in the Unified State Register of Legal Entities (see decision Supreme Arbitration Court of the Russian Federation “On declaring invalid...” dated May 29, 2006 No. 2817/06).

At the same time, there is also law enforcement practice, according to which the 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 the 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 application

When resigning from a position, it is important not only to notify all participants in the enterprise, but also to correctly fill out the resignation letter. A correctly written application is fifty percent of success. However, it is important to remember that according to the legislation of the Russian Federation, the application is not mandatory. In this case, it is enough just to notify all the founders of the organization in writing.

When making an application, you must provide the following information:

• You must provide all your details;
• The application must indicate at least one of the founders or the owner who owns the enterprise;
• As in a regular application, the date of its preparation is indicated and a signature is placed.

After writing the application, it must be provided to all participants in the enterprise. The manager can either deliver it personally or use a courier service or postal mail. It is very important that the date of receipt of the application was recorded in order to calculate the exact date of dismissal.

Actions of the director before dismissal: appointment of an interim acting director

In many ways, the success of legal claims by the resigning director, if they have to be initiated, depend on his actions preceding the dismissal, as well as those carried out in the period before the filing of certain claims.

One of such actions may be the appointment by the head of the company of a person in his place (with his consent) authorized to carry out the necessary management actions in the absence of the resigning director.

This appointment will become a factor confirming the director’s desire to act in the circumstances in good faith and in the interests of the company - in arbitration, this priority of the resigning manager can be assessed very highly when making a decision on the dispute.

It should be noted that a full-time deputy director can officially become an acting director or even replace the director on a permanent basis, as is the case with any new appointment of a director, only by decision of the founders. In this case, the person appointed by the resigning director in his place can accept any amount of authority, unless otherwise specified by the organization’s charter (Resolution of the Federal Antimonopoly Service VSO dated March 22, 2012 in case No. A58-6315/10). This action does not form a regulatory basis for making changes to the Unified State Register of Legal Entities, but can be taken into account by arbitration.

Can a director fire himself if he is the only one on staff?

Since the manager enters into an employment contract with the owners of the company, the change of director in the LLC must take place with their knowledge. He cannot independently issue an order for his dismissal.

We invite you to read: What is better, an inheritance or a gift: what is the difference between an inheritance and a gift?

Therefore, when a contract is terminated, the director must first convene a general meeting and then submit copies of his application to them.

Attention! If the owners do not appear at the meeting or, as a result of the meeting, do not resolve the issue of appointing a new manager, then he has the right, after waiting one month, to cease fulfilling his labor duties.

Another option is if the founder and general director are the same person. Labor law allows for the possibility of entering into a contract with oneself. Therefore, such a person can dismiss himself on behalf of the founder, and for this it is enough only to issue an appropriate decision. However, if the company continues to exist, a new director will need to be elected.

Termination of the contract does not protect the top manager from claims. The ex-head of the company may be held accountable in the following cases:

1. Causing loss to society. An unscrupulous manager bears full financial responsibility (Article 277 of the Labor Code of the Russian Federation). Collection is carried out in court. In this case, the plaintiff is obliged to prove the defendant’s guilt and justify the claimed amount of compensation. Direct actual damage is covered. The inability to accurately assess harm does not prevent legal proceedings and the collection of compensation. In this case, the court independently determines the amount, guided by the principles of fairness and reasonableness (Resolution of the Supreme Arbitration Court of the Russian Federation No. 62 of July 30, 2013).
2. LLC bankruptcy. The subsidiary liability of the director for the company’s debts occurs only when guilt is confirmed by a judicial act. It is allowed to bring claims against a manager whose actions have resulted in the financial insolvency of the enterprise or infringement of the interests of creditors. Practice on this issue is being actively developed. Thus, Resolution No. 53 of December 21, 17 of the Supreme Court of the Russian Federation acquired particular significance. It describes the key points of debt collection from persons who controlled the organization.
3. Administrative sanctions. For violations committed during the exercise of official powers, directors can also be called to account. Penalties are imposed before the expiration of the statute of limitations (Article 4.5 of the Code of Administrative Offenses of the Russian Federation). For most compositions, this period is 1 year. Dismissal does not relieve the manager from sanctions. The corresponding point of view of the Supreme Court of the Russian Federation was voiced in the review of practice dated September 27, 2006.

4. Criminal cases. The former director faces prosecution under articles of the Criminal Code of the Russian Federation if he commits official crimes. The most common are investigations into charges of deliberate or fictitious bankruptcy, withdrawal of company capital under fictitious agreements, and illegal receipt of loans. The statute of limitations depends on the severity of the crimes. It varies from 2 to 15 years (Article 78 of the Criminal Code of the Russian Federation).

Cases concerning the liability of nominee directors deserve special attention. Participation in hidden ownership schemes threatens individuals with sanctions under Part 1 of Art. 173.2 of the Criminal Code of the Russian Federation. Trying to mitigate the punishment, fictitious managers often expose the true owners of the business. Such investigations result in the complete collapse of a commercial project.

In conclusion, let us remind you that when bringing a former top manager to justice, the presumption of innocence applies. The burden of proving damages, wrongfulness and causation lies with the plaintiff/accuser.

On what grounds is a director fired?

The grounds for dismissal of a director are as follows:

• at the initiative of the employer: the reasons are listed in Art. 81 of the Labor Code of the Russian Federation, including the adoption of an unfounded decision that resulted in damage to the organization, a one-time gross violation of established labor duties;
• when there is a change of owner on the basis of Art. 81 of the Labor Code of the Russian Federation, that is, when the ownership of the organization’s property is transferred to another person;
• suspension due to bankruptcy (Article 278 of the Labor Code of the Russian Federation);
• according to paragraph 2 of Art. 278 of the Labor Code of the Russian Federation, which introduces the dismissal of a director by decision of the founder as a basis for termination of an employment contract with a director on an additional basis due to his position;
• additional grounds provided for in the employment contract (Article 81 of the Labor Code of the Russian Federation).

Like an ordinary employee, a director can resign of his own free will; in this case, the director of an LLC is dismissed at his own request; the termination of the contract is completed in accordance with a simple step-by-step algorithm.

Issuance of an order

After all the founders have read the manager’s statement and come to a unanimous decision - they have approved this step, it is necessary to issue an order. It is interesting that the dismissal order can be drawn up either by the director himself or by one of the owners of the company.

When drawing up an order, it is necessary to take into account some features. This document must contain:

• Details and full name of the company where the manager works;
• The title of the document indicates its numbering and date;
• It is necessary to indicate the details of the employment contract that was concluded at the time of hiring;
• You must indicate the reason for leaving your position. When voluntary dismissal occurs, it is worth referring to an article from the labor code;
• The application must contain the signature of both the manager who is going to leave his position and all the founders of this organization.

Who signs the TC if the general director is the only founder?

If the manager is the sole founder, the dismissal procedure is simplified. According to Art. 273 of the Labor Code of the Russian Federation, special rules of the Labor Code on the dismissal of company managers do not apply to such an employee.

That is, the director has the right to declare dismissal at any time and carry out the procedure. He forms an order and a decision, on the basis of which he relieves himself of authority. Before the date indicated in the documents, he must transfer the affairs to the new manager. In this case, standard work for a month is not required.

From Art. 273 of the Labor Code of the Russian Federation, we can conclude that the labor code does not oblige the director to make entries about hiring and dismissal in the work book. Since the director and founder are one person, drawing up an agreement is also not necessary.

However, personnel officers still recommend making entries, primarily to confirm the time and fact of the director’s work, during which insurance premiums were deducted for him.

Upon dismissal, the work book (LC) is drawn up in a standard manner on the basis of the dismissal order, the signature is affixed directly by the founding director.

Responsibility of the dismissed director

The Labor Code establishes that the director is a financially responsible person. Therefore, upon his dismissal, an inventory of all available property must be carried out. Also, termination of an employment agreement with him does not cancel his previously made decisions, and therefore the owners can recover material damage caused to them and the company.

After the dismissal of a director, two types of liability can be held:

• Material. It can occur if it is proven that the company’s property was damaged in the process of managing the company, or it was completely lost for the company, the manager authorized unlawful expenses, or profits were lost. In order to be held accountable, any of the owners can file a lawsuit in arbitration court.
• Criminal. You can be brought to it if there is evidence that the former manager committed illegal actions. The terms and amount of punishment are established by the Criminal Code of the Russian Federation and determined by the court.

Actions before dismissal: transfer of documents

As soon as notifications of delivery of letters are received by the resigning director or are considered received upon delivery (Clause 1 of Article 165.1 of the Civil Code of the Russian Federation), the director can count the term of service.

Since the head of the company is a financially responsible person, before dismissal he should transfer documents and other corporate property to other competent persons. The list of such documents and types of property may include, for example:

• Reporting on entrusted amounts.
• Contracts.
• Powers of attorney.
• Keys, cards, digital signature.
• Seals and stamps, pre-sealed and stamped with the date of packaging. It is advisable to ask for witness signatures. This approach will help in the future to avoid accusations from the founders of illegal use of the seal.

In order to certify the fact of transfer of corporate property, it is necessary to draw up a special act.

For a sample of filling out the acceptance certificate when changing the director, see here.

If it is impossible to transfer these documents and property to the founders, they can be temporarily left with the notary (if he takes such things for safekeeping). Or leave it in your custody, issuing an appropriate order.

It is also useful to carry out the necessary communications with the credit and financial organization servicing the company's current account - by sending there, in particular, information that from such and such a date the director will terminate his employment relationship with the business company. As a consequence, the bank can cancel the digital signature and other instruments for the resigning director to exercise his powers (and this may additionally encourage the owners not to delay the appointment of a new head of the company - someone will need to sign financial documents).

Making changes to the Unified State Register of Legal Entities

An important point in dismissing a manager is notifying the tax office of his resignation from his position. This is done because an entry in the tax office gives the manager the right to act on behalf of the company without a notarized document.

In addition, it is important to remember that the manager himself cannot submit this notification. This must be done by the new director of the organization. Moreover, the application must be sent within three days from the date of taking office. Otherwise, the new manager does not have the right to act on behalf of the company.

After receiving the application, the tax office registers it and five days later the former director is removed from the register. Otherwise, the former director will not be able to manage another organization, and in the event of bankruptcy of the enterprise, all the debts that he will be required to pay will fall on him.

Payments to the director upon dismissal

There are basic payments upon termination of the contract, which are due to all resigning employees, including directors, these are wages for time worked and compensation for vacations not taken. This is established in Art. 84.1, 140 Labor Code of the Russian Federation. Also, the manager is entitled to compensation under Art. 279 of the Labor Code of the Russian Federation, the specific amount of which is established in the contract. But it is paid only if the relationship is terminated through no fault of the director, that is, in the absence of any guilty actions committed by him.

Voluntary dismissal and retirement

Some companies offer the possibility of retirement based on length of service. Then the employee has the right to write a letter of resignation upon reaching retirement age. The head of the department, like any employee, has every right to dismiss for this reason. In addition, retirement is the employee's own desire.

According to the employment contract, the manager may also be paid compensation, if specified. When drawing up the application, it is necessary to clearly indicate that the reason for dismissal is reaching retirement age. It is important to remember that this aspect is not a reason for non-compliance with all the rules for dismissing a manager from his position at his own request.

Determining the date of resignation

During the general meeting, the participants must decide to appoint a new manager and determine the date upon which he will begin his duties. They need to take into account the term of resignation of the resigning director. Thus, the date of resignation may be:

• The day that the resigning person indicated in the application. This date is accepted by the participants if they have no objections.
• The day on which the advance warning period expires. This date is also used when the director did not indicate the desired term of resignation in the application. If the end of the advance notice period falls on a weekend, the day of dismissal will be considered the next worker.
• Date determined by agreement. Upon dismissal, the parties have the right to enter into an agreement and set the day of dismissal independently. In this case, the basis and article of the Labor Code of the Russian Federation for terminating the contract will change.

Important! If the general meeting decides to terminate mutual obligations with the manager before the date specified by him, this will be considered dismissal by decision of the general meeting, and not on the initiative of the employee. If the director resigns for this reason, he is entitled to compensation.

Do not forget that in some cases employees have the right to terminate mutual obligations without working out or in a short time. For example, upon termination of a contract due to the inability to perform work functions or due to retirement. This rule is fully applicable to the heads of organizations.