Sample notification of the founder about the dismissal of the general director. Dismissal of the CEO at his own request. Upon liquidation of an LLC

Dismissal of the head of the enterprise with any organizational form according to own will regulated by the Labor Code and is based on the principle of freedom of relations between the employee and the employer. The CEO, although he has a special status, is an employee, and his right to terminate the contract cannot be infringed.

If the company is an LLC, this employee, as a rule, takes office and resigns by decision general meeting co-founders (owners). In view of this provision, various difficulties often arise, including how to dismiss the director if he has submitted an application, but the members of the organization are inactive. The right to freedom of labor relations should not be infringed in this case either. The head of the organization will be able to leave his place of work without obtaining permission from the meeting.

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Legal basis for the dismissal of a director at will

The Labor Code of the Russian Federation provides for the basis for the termination of mutual obligations for this reason in part 3 of article 77 and article 80. Also in Art. 280 indicates the right of the head to terminate the contract ahead of schedule, being the initiator. In this case, the director must notify his employer at least one month before the proposed date of resignation. It is important to determine the right time to notify the meeting of your decision.

Since the director of the enterprise is one of the most important employees, whose activities in most cases are associated with commercial secrets, and also have other serious features, when dismissing him, it is necessary to strictly follow the procedure and legal requirements. Otherwise, the organization may face serious negative consequences, litigation and unwanted expenses.

The dismissal of the head of the enterprise at his own request is one of the most common processes of resignation used today. This method of terminating mutual obligations, as well as terminating the contract by, implies a peaceful outcome of the case. Using this reason, the director can terminate both fixed-term and open-ended contracts. The employer, upon dismissal of the head of his own free will, is not entitled to retain the employee longer term legal warning.

Procedure for termination of obligations at will

Dismissal of the head of an LLC, OJSC, CJSC or other enterprise organizational form should proceed according to the following algorithm:

• The resigning person notifies the participants of the holding of the general meeting. This must be done in writing by sending a notice by mail.
• A meeting is held during which the issue of resignation by the director and the appointment of a new employee to this position is decided. The fact of this event is recorded in the protocol, which indicates the reason for the termination of the contract.
• An order is issued to terminate the contract with the director. As a rule, this document is drawn up in the T-8 form, it is registered in the journal. In the text of the order, it is necessary to indicate the reason for the resignation with reference to the article of the Labor Code.
• Cases are transferred to a new employee or other authorized person.
• On the day of dismissal, the director is paid the money due upon termination of the contract.
• The personal card of the employee is filled out. The director signs it, which fixes that he is familiar with the record.
• The head's work book is filled out. Moreover, he can enter information into it himself, if there is no other person responsible for filling out this documentation at the enterprise.
• Information about the change of the head is transferred to the financial institution.
• Within 3 days, the Federal Tax Service is notified of the change of the head of the enterprise.

The employee has the right to request a duly certified copy of the order. The correct execution of documents and the correctness of the entry made in the work book must be monitored in order to avoid negative consequences for employment in the future.

The procedure for notifying the founders of the organization

As mentioned above, the head 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 validity period labor contract. In such relations, the employer itself is the organization itself, its governing body, therefore, it is necessary to notify the general meeting or the sole participant of the desire to terminate mutual obligations.

In order to terminate the contract on his own initiative, the employee does not need to obtain the permission of the founders. The right to freedom of labor relations is guaranteed to him by the legislator. But the organization needs to be informed. At the general meeting, which must be convened in advance by the resigning director, a decision will be made on the appointment of a new person acting as director. By law, notification of this event must be sent 30 days before it takes place. Moreover, the period should be calculated so that each participant receives a letter a month before the planned date for which the meeting is scheduled.

The notification must specify the issues that the event will be devoted to. It should also be accompanied by a document confirming the director's desire to terminate mutual obligations. A sample application can be used in accordance with the forms accepted at the enterprise for such documentation. In fact, the very notification of the convening of a meeting will also be a notification of the desire to resign. So, if there is one participant in the organization, he will be considered notified from the moment such a document is received. If there are several participants, then formally the day of notification of them can be considered the date of the meeting. However, arbitrage practice shows that the co-founders will be considered notified from the day the notification letter was received by the last of them. The head has the right to notify the participants personally, securing this fact with a receipt, or by registered mail with acknowledgment of receipt.

Determination of the date of resignation

During the general meeting, the participants must decide on the appointment of a new leader and determine the date on which he will take up his duties. They need to take into account the term of resignation of the resigning director. So, the date of resignation can be:

• The day that the retiring person indicated in the application. This date is accepted by the participants, if they have no objections.
• The day on which the advance notice 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 next worker will be considered the day of dismissal.
• Date determined by agreement. The parties have the right to conclude an agreement upon dismissal 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 head of the date previously indicated by him, this will be considered a dismissal by decision of the general meeting, and not at the initiative of the employee. If the director leaves 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 off or in a short time. For example, upon termination of the contract due to the inability to perform work functions or in connection with retirement. This rule fully applicable to the heads of organizations.

Leader's resignation letter

A letter of resignation on the leader's own initiative is a document that fixes the will of the employee, aimed at the resignation of powers. The Labor Code regulates the lead time for its preparation and submission: one month before the desired termination date labor activity In the organisation. An ordinary employee has the right to resign on his own initiative by submitting an application to this effect two weeks before the day of resignation. Article 280 of the Labor Code of the Russian Federation extends this period for heads of enterprises twice. This is entirely justified, since job responsibilities directors are extremely important. He is actually the main executive body in the company.

In order to terminate mutual obligations, the manager does not have to write and submit an application. Notice of the convening of a general meeting with an agenda for discussing the dismissal is sufficient to secure the director's desire to terminate the contract with the organization. But if desired, the application can be drawn up and attached to the notification of the co-founders. The legislation does not impose any mandatory requirements on the text of this paper, but it must contain basic information that will allow it to be identified precisely as a document confirming the will to dismiss. So, it should include:

• Information about the employee and the employer.
• Date of resignation.
• An indication of the desire to quit on their own initiative.
• Date of compilation and signature of the resigning person.

Since for the CEO the employer is a meeting of the company's participants, it is to their address and in their name that it is necessary to send this document. The application can be handed over to the co-founders personally or sent by registered mail with notification. It is important to obtain confirmation of the fact of receipt of the document by each participant.

Handover procedure

Since the head of the organization is an employee with a special status, his duties have significant implications for the company, and he bears liability, before dismissal, it is necessary to implement the procedure for transferring cases to a new employee. This is necessary, first of all, for the director himself in order to delineate responsibility. If, after the resignation of powers, confirmation of any violations is found that even supposedly could have occurred during the performance of the employee's duties, the manager will be liable, despite the fact that he has already left.

In practice, this means the transfer of the following documentation:

• Constituent and registration papers of the organization.
• Minutes of general meetings, decisions of co-founders.
• Accounting and banking documentation.
• Title documents for the property of the enterprise (fixing the right to real estate, TS and other values).
• Personnel documentation.
• Agreements with contractors.
• 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 take an inventory of the company's property. It is also advisable for the director to make a report on accountable money, keeping copies of all documentation, hand over the extra amounts to the cashier. It would be useful to notify the certification center and the banking organization about the change in the head of the company. When transferring cases to a new employee, it is advisable to fix the procedure with an acceptance certificate.

On the last day of work with the employee, a full payment is made. He should be compensated 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, indicate the grounds for termination of the contract with reference to the article of the Labor Code of the Russian Federation.

The new head, after taking office, is obliged to submit to the Federal Tax Service information on the change of the director of the organization within 3 working days. The dismissed person must ensure that changes are made to the Unified State Register of Legal Entities. If he continues to be registered with the organization, he may have difficulties in finding employment in leadership position further. If the enterprise is inactive, the director has the right to oblige him to enter information through the court, since he himself cannot do this.

The nuances of the resignation of powers by the director in case of inaction of the founders

In the event that the participants were duly notified, but did not appear at the general meeting, do not take any action to appoint a new employee to the position, the director also has the right to resign. The only condition to terminate the contract on his own initiative, it is an advance warning of the participants. The procedure for abdication in such a situation does not differ from the above. Also, the director can transfer some powers and affairs to his deputy.

It is imperative that all postal receipts and notices of delivery of notices to convene a general meeting to attendees be retained. This is necessary in order to argue your position if there is a trial, and to prove the legitimacy of the resignation.

Reading 11 min. Views 29 Published on 11/18/2018

Every company has a manager position. The person holding this position is responsible for managing all internal and external processes related to the life of the enterprise. The General Director is responsible for all decisions made to the members of the founding council. This is because the person in this position is an employee. The CEO, just like any other employee of the company, has the right to quit on his own initiative. In this article, we propose to consider a sample letter of resignation CEO OOO.

Dismissing a director voluntarily is not an easy procedure.

Convening a general meeting and notifying participants of the dismissal of the CEO

The method of dismissing the CEO is somewhat different from the standard procedure.. When terminating the agreement with this worker, it is necessary to without fail to hold a meeting where all the persons who are members of the founding council will take part. In order to call a general meeting, employees of the company should prepare written notices that are sent via e-mail or regular mail. The procedure for convening a general meeting is prescribed in the charter of the organization. This means that the members of the founding council have the right to independently choose the methods for sending notifications.

The content of the notification contains important information about the event itself. This section should indicate the date and location of the event. Next, specify exact time start the meeting and briefly describe the main issues that will be considered on the agenda. During such events, LLC participants decide not only to dismiss the current director, but also appoint a temporary deputy.

The appointment of a new leader during this event greatly simplifies the procedure under consideration.

During each meeting of the owners of the LLC, an appropriate protocol is kept. This document records the decisions taken during the discussions of important issues. Based on the results of the meeting, the decision to terminate the contract with the worker is recorded in the minutes. It should be emphasized that the members of the founding council cannot refuse the CEO's request. This is due to the prohibition on coercion to work. It should also be noted that some members of the society may inadvertently or intentionally miss the council meeting. The absence of one or more founders is the reason for the postponement of the meeting. In such a situation, the head of the company may file a claim with the judicial authority in order to protect his rights.

Rules for the dismissal of the general director of an LLC

The current Labor Code allows each worker to apply for dismissal, where the personal initiative of the employee is indicated as the basis for closing the contract. As a rule, this application is formed in free form. However, some positions require a separate paperwork procedure that differs from the standard process. This is due to the fact that the head of the organization has a high responsibility.

Director - the main executive body of the company

Making an application

The Director General who wishes to leave his post is required to fill out an appropriate application. This application is written in the name of the owner of the company or a representative of the board of founders. The application received from the employee is the basis for holding the relevant meeting. As mentioned above, during this meeting, the founders decide on the dismissal of the worker. The protocol of this event is used as a documentary basis for preparing an order to terminate the contract with the worker. It should be emphasized that the leadership post involves a certain level of liability. This means that before “parting” with an employee, the owners of the company should conduct a global inventory.

Receiving notification from the CEO

Notification of the desire of the general director to leave his post should contain not only this request, but also information on the procedure for gathering members of the founding council. This document provides information on the date and time of this event. Such an application is submitted to the employer thirty days before the moment specified in the application. After this period expires, the CEO has the legal right not to go to work. Voluntary dismissal of the CEO is detailed in Article 80. Labor law.

The order of coordination with the founders

The main issue on the agenda of the founders' meeting is the procedure for dismissal of a worker holding a leadership position. The founders of the company may refuse to satisfy the employee's desire. During the negotiations, issues related to the termination of the employment contract are discussed. Coordination of this issue is necessary in order to find a new employee who will take the place of the head of the enterprise.

Drawing up an order

The order to dismiss the company's management is prepared by the sole owner of the organization or a representative of the founders' council. The basis for issuing such an order is the decision of the owners of the company. The document itself must include the following information:

1. Company name.
2. Requisites.
3. Information about the dismissed person and the reason for dismissal.
4. Contract expiration date.

When preparing such an order, the T-8 form is used. IN this form further modifications can be made according to the needs of the organization.

Making an entry in the workbook

Filling order personnel documents no different from the standard process. W The personnel department is responsible for filling out the work book. This document indicates the reason for termination of the contract, along with a reference to the seventy-seventh article of the Labor Code. The reason for dismissal is the decision of the owner. The only difference this process is the completion of the fourth column of the work book. As a rule, this section indicates the serial number of the dismissal order. However, in the case of the general director, this column indicates the number of the minutes of the meeting.

To avoid questions from labor inspectorate, it is necessary to fully comply with the procedure for terminating the contract with the director of the organization

Payments due

The director, like other employees, is obliged to receive all payments due to him upon dismissal. Employees of the accounting department need to calculate the amount of compensation for unused days off (vacation) and wages. In addition, additional payments fixed in the contract are calculated.

Next, the former head of the organization must transfer all current documents to the new employee. It is important to note that there is no regulation regulating this process in the current laws. If at the time of dismissal of the director, the owners of the company have not chosen a new official, then all current documents are transferred to the state archive.

Do I need to notify the tax authorities?

Having considered the procedure for the dismissal of a director at his own request, it is necessary to discuss the need to notify the control authorities. The Unified State Register contains all information about organizations operating in the territory of the Russian Federation. This directory provides information about both the activities of the company and the person holding the position of head. The presence of this information in the Unified State Register of Legal Entities explains the need to make new entries in this register. The responsibility for amending the Unified State Register of Legal Entities lies with the new management. An application must be submitted to the tax authority within three days from the date of appointment to the post.

To make new entries in the register, you will need to prepare a package of documents. First of all, it will be necessary to prepare the minutes of the meeting of the owners of the company, where it was decided to dismiss the former bosses. The next important document is an application filled out in the form "P140001". This application, containing information about the change in the managerial staff, must be certified by a notary. The passport of the employee appointed to the position of head must be attached to the above documents.

The need to notify the tax inspectorate of the absence of the general director arises only when the company's participants cannot find a new employee for this post. In this case, an application for correction of entries in the Unified State Register of Legal Entities is submitted only after the approval of the new management. It is very important for a dismissed employee to make sure that adjustments have been made. If there are no new entries, former director The company has the right to sue the founders of the company. The need for such actions is explained by possible difficulties with further employment. The director of the company is a financially responsible person and is responsible for all decisions made during economic activity. You can relieve yourself of these obligations only if the records are excluded from the internal documentation of the tax authority.

Unlike other employees, the director of the organization writes a statement a month before the expected date of leaving the organization

Features of dismissal due to retirement

The dismissal of the head of his own free will upon reaching retirement age is a standard procedure. In this case, the employee, when submitting an application, may refer to the eightieth article of the Labor Law, which gives the right to refuse compulsory work.

The current provisions of the law state that the head of the company has the legal right to terminate the contract before the expiration of its term, having previously notified the owner of the company or a representative of the board of founders. This notice must be sent thirty days before the date specified in the content of the application. However, the eightieth article of the Labor Code states that in the presence of circumstances that prevent the further fulfillment of labor obligations, the head of the company may leave his post at any time.

However, in the laws governing the activities of companies with limited liability there are no such amendments. This nuance often becomes the reason for litigation, since the owners of the company declare a violation of the procedure for carrying out the procedure in question. The procedure for resolving this issue depends on the nature of the relationship between the members of the founding council and the head of the company. Many people manage to solve this issue in pre-trial procedure. As a rule, in this case, a deputy chosen by the departing employee is temporarily appointed to the post of general director.

In addition, there are several additional options that allow you to partially or completely avoid mandatory mining. The resigning CEO can apply for a sick leave or take a vacation. The procedure for calculating payments due to an employee is completely identical to the standard process.

How to quit the CEO if the only founder

Making the dismissal of the director of an LLC at his own request is a fairly simple procedure. However, even in this process there are a number of nuances. The situation in which the dismissed employee is the sole owner of the company deserves special attention. In this case, it is enough for the employee to prepare an appropriate order after signing this act, the owner of the company needs to apply to the Federal Tax Service with an application to amend the state register. The deadline for filing this application is three working days from the date of issuance of the order.

The main feature of the process under consideration is that in the absence of a leader, the company cannot continue its activities. This circumstance is explained by the absence official who has the right to make decisions related to the activities of the company. Use this method dismissal is only advisable when the owner of the company has already chosen an employee who will take a managerial position. In this case, in tax service an application is made to amend the records in state register.

The General Director can only be dismissed in the event of the occurrence of circumstances described in the Labor Code of the Russian Federation

Responsibility of the CEO after dismissal

The dismissed employee, who previously held the position of CEO, continues to be responsible for the decisions made during his work. In addition to liability for damage to the company itself or to third parties, the CEO is responsible for his actions in accordance with the Administrative and Criminal Codes.

The current norms of the law allow the participants of the company to demand from the dismissed employee to compensate the inflicted material damage. The founders of the company can hold the employee accountable for those decisions that led to the loss of profits. Such issues can be resolved both peacefully and with the help of a judicial body. It is important to note that after three years from the date of dismissal, the company's management cannot hold the dismissed employee liable. The "limitation period" applies not only to such issues, but also to the offenses specified in the Criminal and Administrative Code. The current rules of law establish the following rules:

1. Limitation period for administrative offenses- varies from two to twelve months from the moment of a single violation of the law.
2. The statute of limitations for minor criminal offenses - twenty four months.
3. Statute of limitations for criminal offenses of a moderate degree- six years.
4. The statute of limitations for serious criminal offenses- ten years.
5. The statute of limitations for particularly serious criminal offenses- Fifteen years.

A separate exception is the situation related to the liability of the general director for debt obligations in the event of financial losses of the company. An employee cannot be liable for the financial obligations of a limited liability company. The liability of the company's participants is limited to the amount of the contribution to charter capital. However, if the court decides that it is the employee who is to blame for the financial difficulties of the company, the former CEO will have to answer in the prescribed manner. But if the employee can prove the absence of his guilt, then the subsidiary liability will be assigned to the founders of the company.

has a number of differences from the procedure for dismissal of an ordinary employee. The reason is that such an employee is the main executive body of the company, without which it cannot continue its activities. We will talk about the features of this procedure in our article.

How to fire the director of an LLC at will

The procedure for the dismissal of the director of an LLC at his own request includes several stages:

Compliance with the requirements of the law at each stage can protect the organization from possible claims from the former manager and the labor inspectorate, as well as ensure its further full functioning.

We draw up a letter of resignation of the CEO

Letter of resignation to the founder from the director- a document that confirms the will of the employee who wants to leave the position. It is compiled 1 month before the expected date of leaving work (Article 280 of the Labor Code of the Russian Federation). Writing an application is not a mandatory step. Sufficient evidence of the will of the CEO is a notice given to the founders of the company.

The legislation does not establish clear requirements for the document. If it is decided to use any sample letter of resignation of general director of LLC, you need to remember that the document must contain the data of the employee and employer, the date of the upcoming dismissal, the date the document was drawn up and the signature of the applicant. At the same time, it must be borne in mind that for the head of the company, the employer is the general meeting of the company's participants.

Submit an application for voluntary dismissal of director can be done in person or using the mail service or courier service. In any case, the date of notification is the day the document is received by the employer. The main thing is to record the fact of receipt of the application by the addressee - for example, to receive a mark on the receipt of the letter.

Resignation letter from CEO

After the decision to leave the position, the director should set the date for the extraordinary meeting of the company's shareholders and send them information about the time and place of the meeting. The notification rules are listed in Art. 36 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ:

1. Notice must be sent at least one month before the upcoming meeting.
2. It is necessary to notify each LLC member individually.
3. The notice may be sent by registered mail or in any other way provided for by the company's charter.
4. The notice must contain information about the time and place of the meeting, as well as a list of issues planned for discussion.

Given the above rules, we can say that the best option is to send an application to voluntary dismissal of the CEO members of the organization along with a notice of an extraordinary meeting of members.

The procedure for coordinating the dismissal with the founders of the organization

At the meeting, the founders discuss and decide on the upcoming departure of the head of the company. Since Art. 37 of the country's basic law prohibits forced labor, LLC participants are not entitled to refuse the head of the organization early release from office.

Don't know your rights?

Refusal to participate in the meeting and evasion of delivery of the notice are not good reasons for continuing the work of the general director against his will. In case of such behavior of the employer, the head of the organization may apply to the court. The statement of claim handed over to the employer is sufficient confirmation of the director's desire to leave his position. As case study we can cite the appeal ruling of the Perm Regional Court dated 05.08.2013 No. 33-7154.

During the extraordinary meeting, the founders agree on the date of the upcoming voluntary dismissal of CEO, and can also agree with him on a longer period of working out, necessary to search for a new candidate for the position of the head. If an agreement between the employer and the employee is not reached, the latter has the right to resign without the consent of the founders. The main thing at the same time is to follow the procedure, as required by law.

Order on the dismissal of the CEO at his own request, a sample order

The head of the organization can issue and sign an order to leave on his own after the meeting. It specifies:

• company name and details;
• information about the dismissed person;
• reasons for dismissal;
• date of departure of the CEO.

In this case, as a rule, a unified form of document No. T-8 is used, approved by the Decree of the State Statistics Committee of the Russian Federation “On Approval unified forms documents…” dated 01/05/2004 No. 1. However, the use of this particular template is not mandatory, the employer, if desired, has the right to independently develop the form of the document. The current sample of the order to dismiss the head of the organization can be downloaded on our website.

Entering an entry in the work book and settlement with the gene. director

An entry in the labor head of the organization can be made independently or entrusted to an authorized person of the organization. He also has the right to certify it with his signature and the seal of the organization (if any). The main thing is to comply with the requirements of the instructions for filling out work books, approved. Decree of the Ministry of Labor of the Russian Federation of October 10, 2003 No. 69:

1. Complete all sections of the document.
2. Use Arabic numerals when filling in.
3. Do not allow abbreviations and corrections in the records.
4. Clearly state the reason for leaving.
5. Add a reference to the legislative norm that became the basis for the termination of the employment relationship.
6. Specify the details of the order to terminate the contract between the dismissed person and the employer.

At voluntary dismissal of the CEO he can count on payments and compensations stipulated by law: salary for hours worked, compensation for unused vacation, etc. In addition, the former general director hands over the affairs to the new head of the organization. In the event of the temporary absence of a legal successor, the ex-head may:

• continue independent storage of the seal and documents of the organization;
• entrust the storage of a special archival organization;
• transfer the documents and seal to the notary for safekeeping.

The right to store documents to notaries is granted by Art. 97 "Fundamentals of the legislation of the Russian Federation on notaries" dated February 11, 1993 No. 4462-1. When transferring, it must be remembered that documents are received and stored on behalf of the organization. This gives the right to the new head of the company at any time to pick up documents and seals.

Does the procedure for dismissing the CEO of an organization at his own request provide for notification of the tax service?

The answer to this question is contained in "l" p. 1 and p. 5 Art. 5 of the law "On state registration legal entities And individual entrepreneurs 129-FZ dated 08.08.2001, which require that information be submitted to the tax authority about the dismissal of the director of a legal entity (including at his own request) and change executive body firms. For this, it is necessary to submit tax office an application drawn up in the form P14001, having previously certified it with a notary. The application is submitted by the newly appointed head of the company within 3 days from the date of appointment, after which the tax authority enters information about the new head into the Unified State Register of Legal Entities.

A person dismissed from the position of the general director must make sure that his data is removed from the Unified State Register of Legal Entities. An unscrupulous approach to this issue can cause trouble in the future: problems when a manager finds employment in another organization, the danger of liability for the company's debts in the event of its bankruptcy, etc. If new leader company has not been appointed, the application may be signed and submitted by the former CEO.

Features of the procedure for the dismissal of the General Director - a pensioner at his own request

The process of voluntary dismissal of a person who has reached retirement age has one peculiarity: such an employee has the right not to work out the period provided for by law (part 3 of article 80 of the Labor Code of the Russian Federation). Thus, the head of the organization, who is an old-age pensioner, is not obliged to meet the deadline for leaving work.

However, it is still necessary to comply with the formal dismissal procedure (notify the founders, convene an extraordinary meeting of the company's participants and make a decision on the dismissal of the retired manager) is still necessary. In the entry in work book it must be indicated that the reason for the termination of the employment relationship was retirement.

The procedure for the dismissal of the general director at his own request - the sole founder of the company

In the case when the head is both the sole organizer of the company and its owner, the procedure dismissal of the CEO at his own request is greatly simplified. According to part 2 of Art. 273 of the Labor Code of the Russian Federation, the norms of labor regulation of the manager do not apply to such an employee.

In this situation, the head of the organization can at any time independently write a corresponding statement and decide on his dismissal. That is, the duration of the process is significantly reduced, since there is no need to notify yourself of the upcoming dismissal, wait 1 month and organize a meeting of participants. Simultaneously with the decision to dismiss, the sole founder can appoint the head of the company.

Responsibility of the CEO after dismissal

The job of a leader is about making difficult decisions. Responsibility for his actions and decisions - both material and criminal - if there are grounds for its occurrence, he will bear even in the event of dismissal from office.

So, the material responsibility of the head arises in the following cases:

• in case of loss of property;
• damage to the property of the organization;
• unforeseen expenses of the enterprise;
• loss of profit by the company due to the fault of the head.

As a rule, these circumstances are discovered after the audit in the company. The employer of the dismissed head of the organization may file statement of claim to the court demanding compensation for the damage caused by the actions of the CEO. If the claims are satisfied, the recovery may be directed to the property of the former employee.

Illegal actions of a leader may be grounds for bringing to criminal responsibility under the following conditions:

1. In his actions (inaction) there is a corpus delicti.
2. The guilt of the leader is documented.
3. The statute of limitations has not expired.

In conclusion, it remains to say that the best solution would be peaceful negotiations and mutually beneficial agreements between the head of the enterprise and the founders, since they allow you to avoid litigation and quickly fire the CEO.

ON THE. Macepuro, lawyer

How can the director of an LLC resign voluntarily

The leader is an employee with a special status. So, in an LLC, he is appointed to a position and dismissed from it by a general meeting of participants (sometimes by the board of directors, but we will not talk about such a situation) sub. 4 p. 2 art. 33, paragraph 1 of Art. 40 of the Law of 08.02.98 No. 14-FZ (hereinafter - Law No. 14-FZ). Because of this, the procedure for dismissing the head of many raises a lot of questions. Especially in the case when he wants to quit, and the participants in response remain silent and inactive. So let's find out what is the procedure for early dismissal of the director of an LLC at their own request, including in the case when the participants do not appoint a replacement for him.

Notification of participants of dismissal and convening of a general meeting

The head has the right to quit by notifying the employer in writing no later than 1 month before Art. 280 of the Labor Code of the Russian Federation. Moreover, such a warning period is valid upon termination of both fixed-term employment contracts (regardless of their term) and indefinite Art. 280 of the Labor Code of the Russian Federation; Rostrud Letter No. PG/1063-6-1 dated March 6, 2013. The same is considered in Rostrud.

FROM AUTHENTIC SOURCES

Deputy Head of the Federal Service for Labor and Employment

“Article 280 of the Labor Code of the Russian Federation provides for the procedure for terminating an employment contract at the initiative of the head of the organization, regardless of the type of employment contract - fixed-term or open-ended”.

The employer for all employees, including the head, is LLC. It, we recall, acts through its governing bodies. Therefore, the manager must warn about his dismissal supreme body LLC management articles 20,,, 280 of the Labor Code of the Russian Federation; paragraph 1 of Art. 53 of the Civil Code of the Russian Federation; paragraph 4 of Art. 32 of Law No. 14-FZ:

• <или>general meeting of participants;
• <или>the only member.

In general, participants are not required to decide on the dismissal of the leader if he wants to quit himself. But they are obliged to elect a new candidate for the sole executive body of the LLC. And the resigning director must call their extraordinary general meeting to resolve this matter. pp. 1, 2 art. 35 of Law No. 14-FZ.

Participants must be notified of the holding of the general meeting no later than 30 days before the date of the meeting. paragraph 1 of Art. 36 of Law No. 14-FZ. Please note that within this period, each participant must already receive a notice. Therefore, if it is sent by mail, then the date of the meeting should be set taking into account the "mileage" of the letter.

Since the notice of convening a general meeting must indicate the issues on the agenda, this document will also be a notice of dismissal.

You can format it like this.

To the participant of Techservice LLC
I.N. Agafonov

Notification of an extraordinary general meeting of participants of Techservice LLC

Dear Ilya Nikolaevich!

Based on the powers granted to me by clause 5.6 of the Charter of Techservice LLC, clause 2 of Art. 35 and pp. 1, 2 art. 36 federal law dated 08.02.98 No. 14-FZ "On Limited Liability Companies", I inform you about the convening of an extraordinary general meeting of participants of Techservice LLC with an agenda to elect a new general director in connection with the early dismissal of the current general director at his own request. Statement by A.S. Petrov's notice of dismissal is attached (entry No. 227 dated 07/21/2014).

The meeting will be held on September 1, 2014 at 10:00 am at the address of the company's location: 111401, Moscow, st. 1st Vladimirskaya, 31, building 2, office 106.

When an LLC consists of one participant, then from the day it receives the said notification, it is considered notified of both the dismissal of the head and the need to make a decision on the appointment of a new candidate for this position Decree 17 AAS dated July 24, 2014 No. 17AP-6075/2014-GK.

Since it is the general meeting that needs to be formally notified of this, and not the participants, it will be considered notified on the day on which its meeting is scheduled (regardless of whether the meeting is held by the participants or not). Therefore, before quitting, the manager must work for 1 month after the date of the general meeting (in the absence of other agreements with the general meeting). That is, a total of at least 2 months from the date of receipt by the participants of the notification of the convening of an extraordinary general meeting.

The courts are liberal in this matter. In their opinion, the LLC is considered to have been notified of the dismissal from the date of receipt of the relevant notice by the last of the participants in Appeal ruling of the Belgorod Regional Court dated June 26, 2012 No. 33-1744.

Recall that the notification can be handed over to the participants personally against receipt. And you can send by telegram or registered mail with acknowledgment of receipt:

• participants-organizations - at the address of their location indicated in the Unified State Register of Legal Entities;
• citizen participants - at the address of their place of residence, which the LLC has.

The legal address of participating organizations can be found using the electronic service for verification of counterparties: website of the Federal Tax Service → Electronic Services→ Business risks: check yourself and your counterparty

Data on the addresses of the participants-citizens must be with the LLC, because it is obliged to maintain a list of participants in pp. 1-3 tbsp. 31.1 of Law No. 14-FZ. Moreover, if the address is already outdated, and the participant did not inform the LLC about this, then notifying him at the existing address will be considered appropriate. Since all the risks associated with the participant’s failure to provide up-to-date information about himself to the society, the participant bears pp. 1, 3 art. 31.1 of Law No. 14-FZ; Appeal ruling of the Omsk Regional Court dated November 21, 2012 No. 33-7337/2012.

If, for some reason, the list of participants was not kept, then you can search for their addresses in other LLC documentation. Such data can be found, for example, in 2-NDFL certificates (if any were submitted to the Federal Tax Service Inspectorate), in memorandum of association sometimes in the charter.

It will not be possible to obtain this information from the IFTS, since the addresses of individual participants are protected personal data and tax secrets, and pp. 1, 2 art. 102 of the Tax Code of the Russian Federation; p. "d" part 1 of Art. 5, part 1, art. 6 of the Law of 08.08.2001 No. 129-FZ (hereinafter - Law No. 129-FZ). In the extract from the Unified State Register of Legal Entities, only f. And. O. participants. And the only thing you can get from the IFTS is an answer about the compliance of the data you provided about the address of the participants with the data contained in the Unified State Register of Legal Entities Part 2 Art. 6 of Law No. 129-FZ; Clause 11 of the Order, approved. Order of the Ministry of Finance dated November 23, 2011 No. 158n.

Date of dismissal of the head

At the general meeting, the participants must decide on the election of a new sole executive body and determine from what day he should start exercising his powers, taking into account the date of dismissal of the current head.

Accordingly, the day of dismissal of the head, and therefore the last day of his work, can be:

• <или> the date indicated by the head in the letter of resignation, with which the participants agreed;
• <или> the date on which 1 month expires, assigned to the manager to warn the employer about his dismissal and articles 14, 280 of the Labor Code of the Russian Federation. This date will be considered the day of dismissal, in particular, if the manager did not indicate the date of termination of the employment contract in the notice of dismissal. A month is counted from the day following the day the employer is notified of the dismissal and articles 20,,, 280 of the Labor Code of the Russian Federation;. And if the monthly period expires on a day off, then the last day of work of the head will be the first working day after this day off Art. 14 Labor Code of the Russian Federation.

Keep in mind that in some cases, there are reduced notice periods for dismissal. For example, upon dismissal due to the inability to continue work due to enrollment in educational institution retirement or other similar circumstances employment contract with the employee terminates on the day specified by him Art. 80 of the Labor Code of the Russian Federation. The fact that these provisions also apply to managers was also confirmed to us in Rostrud.

FROM AUTHENTIC SOURCES

“According to Article 280 of the Labor Code of the Russian Federation, the head of the organization has the right to terminate the employment contract ahead of schedule by notifying the employer (the owner of the organization’s property, his representative) about this in writing not later than 1 month. However, according to Art. 80 of the Labor Code of the Russian Federation, in cases where the employee's application for dismissal of his own free will is due to the impossibility of continuing his work, the employer is obliged to terminate the employment contract within the period specified in the employee's application. Because ch. 43 of the Labor Code of the Russian Federation does not provide for specifics in terms of specifying the terms for the dismissal of managers due to the impossibility of continuing work, it seems that the provisions of Art. 80 of the Labor Code of the Russian Federation in this part also apply to the heads of organizations.

Rostrud

• <или> other date according to the agreement reached between the head and the participants (it should be drawn up in writing, and it will be signed by the participant authorized to this meeting m) articles 80, 84.1 of the Labor Code of the Russian Federation.

If the participants at the general meeting decide to dismiss the head without his consent earlier than indicated in his statement, despite the fact that there were no guilty actions on his part, then the basis for the dismissal will no longer be the head’s own desire, but the decision of the general meeting paragraph 2 of Art. 278 of the Labor Code of the Russian Federation; Appeal ruling of the Vladimir Regional Court dated August 13, 2013 No. 33-2553 / 2013; Determination of the Leningrad Regional Court of October 12, 2011 No. 33-5012 / 2011. And in this case, we recall, the head is entitled to compensation upon dismissal and Art. 279 of the Labor Code of the Russian Federation.

Pre-discharge chores

The head bears full financial responsibility for direct actual damage caused to the company by himself, and for losses caused to the company by his actions, in cases provided for by law. Art. 277 of the Labor Code of the Russian Federation; paragraph 2 of Art. 44 Law No. 14-FZ.

Therefore, the resigning manager should, in particular:

• report on accountable amounts, if any, are on him, keep copies of all advance reports and documents attached to them and hand over all surpluses to the cashier;
• notify the certifying authority and the bank of his dismissal in order to prevent cases of misuse of his verification key certificate electronic signature on documents for counterparties and on payments in the Bank-Client system after he leaves the company;
• on the last day of work, transfer the keys, seals and documentation of the LLC to the new manager on the acceptance certificate.

The process of "self-dismissal"

The procedure for dismissing a manager is no different from the procedure for dismissing any other employee. articles 16, , 84.1, ch. 43 of the Labor Code of the Russian Federation. The only peculiarity is that the manager himself can sign all the documents related to his dismissal - an order, as well as a work book, if the LLC does not have another employee responsible for maintaining work books for pp. 35, 45 of the Rules, approved. Decree of the Government of April 16, 2003 No. 225.

At the same time, the wording of the dismissal entry in column 3 of the section “Information about work” of the work book will be the same as when other employees are dismissed at their own request: “Dismissed at their own request, paragraph 3 of part 1 of article 77 Labor Code Russian Federation" pp. 13-15 Rules, approved. Decree of the Government of April 16, 2003 No. 225; pp. 5.1, 5.2 Instructions, approved. Decree of the Ministry of Labor dated 10.10.2003 No. 69. That is, referring to Art. 280 of the Labor Code of the Russian Federation (“Early termination of an employment contract at the initiative of the head of the organization”) instead of Art. 77 of the Labor Code of the Russian Federation, as is sometimes the case in practice Appellate ruling of the Kemerovo Regional Court dated March 14, 2012 No. 33-2803, no need. This was confirmed to us in Rostrud.

FROM AUTHENTIC SOURCES

“According to the Rules for maintaining work books, upon termination of an employment contract on the grounds provided for in Art. 77 of the Labor Code of the Russian Federation (with the exception of cases of termination of the employment contract at the initiative of the employer and due to circumstances beyond the control of the parties), an entry is made in the work book about the dismissal with reference to the corresponding paragraph of the first part of this article. Therefore, when the head of the organization submits to the employer an application for dismissal of his own free will, paragraph 3 of part 1 of Art. 77 of the Labor Code of the Russian Federation”.

Rostrud

Making changes to the Unified State Register of Legal Entities

The new head, within 3 working days from the date of appointment, must submit to the IFTS an application for amendments to the Unified State Register of Legal Entities in connection with the change of a person who has the right to act on behalf of a legal entity without a power of attorney paragraph 1 of Art. 40 of Law No. 14-FZ; p. "l" part 1, part 4, 5 art. 5 of Law No. 129-FZ. IFTS within 5 working days from the date of receipt of this application will register the changes and exclude from Unified State Register of Legal Entities about the former leader Part 1 Art. 8 of Law No. 129-FZ.

The former head himself cannot submit such an application to the IFTS. Therefore, he should make sure that information about him is excluded from the Unified State Register of Legal Entities. After all, while he is listed in the register as the head of an LLC, he may have difficulties, for example: Decree 5 of the AAC dated 09.10.2013 No. 05AP-7814/2013.

Features of dismissal in case of inaction of participants

If the participants, who were notified of the convening of the general meeting and its agenda, did not hold a meeting and did not appoint a new leader, then the current leader may still resign. Since there are no other conditions for his dismissal, except for notifying the employer in the person of the general meeting of participants within the prescribed period, the legislation does not provide for Art. 280 of the Labor Code of the Russian Federation. In this case, the dismissal procedure will be the same as described above.

The reasons why the participants did not appear at the convened meeting may be different. For example, leaving or being in a hospital for treatment. If so, it is only a matter of time before they appoint a new leader.

ATTENTION

The notice of dismissal and convening of the general meeting, postal receipts of its sending to the participants and the return receipt returned to the manager should be kept to confirm the fact and legality of the dismissal.

In this case, if there is a deputy in the state (another employee whose duties include replacing the absent head), the manager needs to:

• issue an order to transfer the relevant powers to the deputy articles 60.1, 60.2 of the Labor Code of the Russian Federation. And to represent the interests of the company in relations with third parties, it is necessary to issue him a power of attorney paragraph 1 of Art. 185 of the Civil Code of the Russian Federation. In this case, we are talking about the transfer of only certain powers. Since the decision to transfer to someone all the functions of the sole executive body is already the prerogative of the general meeting of participants;
• issue temporary bank cards with sample signatures of the deputy pp. 7.5, 7.13 Instructions of the Central Bank dated 30.05.2014 No. 153-I;
• transfer seals, keys, company documentation to the deputy on the act of acceptance and transfer.

It also happens that participants simply leave their company. In such LLCs, the head is usually the only employee.

In this situation, after following the entire dismissal procedure, the manager will definitely have to go to court with a request to the participants to exclude information about him from the Unified State Register of Legal Entities.

And the resigning manager can dispose of the LLC documentation (at the expense of the funds remaining at the LLC), in particular, as follows:

• <или>send a parcel with an inventory to one of the participants (for example, to one of them who has the largest share) Appeal ruling of the Kirov Regional Court dated June 13, 2012 No. 33-1718;
• <или>transfer to responsible storage a notary or an organization or entrepreneur specializing in the provision of such services by sending a notification to the participant m p. 12 h. 1 art. 22.1, paragraph 16 of Art. 35 Fundamentals of the legislation of the Russian Federation on notaries, approved. Sun 11.02.93 No. 4462-1.

In a similar manner, the employment contract is terminated ahead of schedule by the head of the joint-stock company. At the same time, shareholders must be notified of the convening of an extraordinary general meeting at least 70 days before the date of its holding. And if the issue of appointing a sole executive body falls within the competence of the board of directors, then a notice of termination of the employment contract must be sent to the board of directors in Art. 273 of the Labor Code of the Russian Federation; sub. 8 p. 1 art. 48, paragraph 1 of Art. 52,

Any dismissal of one's own free will begins with a statement: the statement must also be written to the general director if he is going to terminate ahead of schedule labor Relations.
The document includes several mandatory items.

1. To whom

The addressee is the one with whom the employment contract is concluded. Depending on who is the employer, the rule changes in whose name to write a letter of resignation to the CEO. If the labor agreement was signed by the owner of the company, you should contact him. If the manager was hired by an organization (for example, Management Company) directly to the company.

2. Title

Everything is simple here: the name of the document is indicated - “Statement”.

3. Text

In the text, the manager notifies his employer that he intends to end the employment relationship. To set the expected date of dismissal or not, the person decides individually, taking into account that the warning period is one month and begins to be calculated, like for ordinary employees, from the next day after the address is received by the addressee.

4. Signature

Under the text of the notice, a signature is put, the surname, initials and date of writing are indicated. No other information is provided here.

Sample letter of resignation from the CEO to the founder

The application is either sent by mail or handed over to the addressee. Then comes documenting dismissal of the director of an LLC at his own request, which consists of the following sequence of actions:

• determining whether a transfer of cases is necessary;
• if necessary, an audit is carried out;
• unused vacation days and compensation for them are counted;
• calculated wage in proportion to hours worked;
• it is determined whether the resigning person is entitled to any benefits and compensations;
• final settlement is made;
• documents are issued.

The decision is made independently if the director is the sole founder of the company. Or discussed at a meeting of the owners of the organization.

Nuances

If the director is the sole founder

In this case, the decision on the resignation of the manager's powers is made by him independently. The question to whom the director of the LLC writes a letter of resignation is not relevant. If the participant is the only one, and he is also the general director, then, as the head, this person issues a document on the termination of his activities, which he himself signs.

If the director is one of the founders

In this case, the employer is the general meeting of participants - the owners of the organization. In advance, each participant is sent a notice of an extraordinary general meeting, at which the issue of terminating the work of the head will be discussed. Termination of work is not necessarily dismissal. Sometimes a person gets tired of responsibility and turns to colleagues with a request to remove authority from him and transfer him to another job. As an example, you can focus on a sample application for the removal of the powers of a director:

If we are talking about dismissal, then the participants in the general meeting of the LLC do not have the right to refuse the general director to terminate the working relationship. The chairman acting on behalf of the whole society, on the basis of the decision of the meeting, puts the resolution “No objections” on the application. Following the meeting, a protocol is drawn up, which indicates the last day of work of the former leader and the name of the person who is elected to his position. At the same time, the date of entry into office of the new leader is determined. Based on the protocol, a dismissal order is issued, an entry is made in the work book.

If the director is an employee

In this case, the manager applies for dismissal:

• to the owner of the organization;
• or to the chairman of the meeting of founders, if there are many owners;
• or to a specific person who signed an employment contract;
• or to the organization on behalf of which the employment relationship was concluded.

An important point: if a top manager is an employee, the owner of the organization deals with the issues of hiring him and terminating working relations with him. For this reason, the general director is not entitled to independently issue an order to terminate the employment contract.

The manager shall notify the owner of the company of his decision to leave his position by means of an application made in writing at least one month before last day work in the company Art. 280 of the Labor Code of the Russian Federation).

The law in this situation allows you to terminate the employment contract before the expiration of the notice of dismissal (part 2 Art. 80 of the Labor Code of the Russian Federation), as with an ordinary employee.