Sberbank uses an innovative service that provides a large number of opportunities so that corporate clients can easily use various options. In February of this year, business owners had the opportunity to make changes to legal documents. By increasing the level of comfort in servicing entrepreneurs, the bank is able to cope with the competition that exists today in our country among financial institutions.
Change of general director of LLC
An important point is that when changing a director, “dual power” should not be allowed, that is, a period of time when the previous director has not yet been fired, but an employment contract has already been concluded with the new one. A situation of “anarchy” is also unacceptable - the director is fired, and no one is appointed to his position.
Step-by-step instructions on how to change the director in an LLC:
Step 1. Prepare the minutes of the general meeting of participants or the decision of the sole participant to change the director. There should be two questions on the agenda:
- termination of powers of the former director and termination of the employment contract with him;
- election of a new director and conclusion of an employment contract.
Step 2. Fire the previous director and hire a new one.
Please note that upon dismissal of the old director, the powers of attorney that he issued do not automatically cease to be valid. More details: general power of attorney to represent the interests of a legal entity.
Step 3. Fill out an application in form P13014 and have it certified by a notary. The notary will also request a certificate of TIN and OGRN, the charter of the LLC, and a decision on changing the director. The question of the need for a current extract from the Unified State Register of Legal Entities should be clarified with a notary. Some notaries accept an electronic extract from the Federal Tax Service or independently request information from the register, while there are those who only require a paper extract. Find out about this in advance, because... If you need a paper statement, it will need to be done before submitting documents.
Step 4. Complete the amendments to the Unified State Register of Legal Entities when changing the director. To do this, within three working days from the date of the decision, you must submit a certified application P13014 to the tax office. For violation of the three-day period, a fine may be imposed under Article 14.25 of the Code of Administrative Offenses of the Russian Federation (5,000 rubles).
What other documents about the change of director need to be submitted? In the regulations for the provision of government services for registering changes, only one document is specified - application P13014. However, in practice, the Federal Tax Service may also request a decision to change the director and an order to appoint a new director. The state fee for registering a change of director is not paid.
Please note: documents regarding a change of director must be submitted to the tax office where the LLC was registered. In large cities there are special registration inspections, for example, in the capital it is Federal Tax Service Inspectorate No. 46 for Moscow. On the official website of the Federal Tax Service you can find out the contacts of the registering Federal Tax Service at your legal address.
Step 5. Receive from the tax office a sheet of the Unified State Register of Legal Entities confirming the introduction of changes about the head of the LLC in the register. The deadline for changing the general director is established by the Law “On State Registration” No. 129-FZ - five working days, not counting the days of submitting and receiving documents.
Step 6. Notify the bank about the change of director. To do this, you must submit the following documents to the bank where the LLC current account is opened:
- protocol or decision on changing the director;
- Unified State Register of Legal Entities sheet;
- order to appoint a new director;
- a card with sample signatures of the new manager.
In addition, if the current account is connected to the Internet banking system, you need to generate a new electronic key.
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How to work with the online service to make changes
Sberbank provides a convenient system for remotely managing your business and making adjustments to its legal documentation. This service for small and medium-sized businesses enjoys a high level of popularity today. With the help of the new system, entrepreneurs have the opportunity to:
Check counterparties;
Carry out accounting;
Create and send reporting documentation in a timely manner without any delays;
Manage electronic document flow.
Not only bank clients, but also entrepreneurs not registered with the bank are allowed to use such a system. In order to use the service without any restrictions, you must have a digital signature. If it is not there, then after changing some data in the legal documentation, you will have to print out the papers and independently take them to the local tax service for submission to the reporting department.
In order to extend powers , change management, change the company name, or make other changes, you will need to carry out a simple procedure that is carried out in three stages. At each of them you can use the services of a banking consultant.
And it is worth noting that making changes on the website of a banking institution is a paid service. For a one-time user request, you will need to pay 900 rubles. And if an entrepreneur has to change information in legal documentation quite often, he can use the tariff for 9,900 rubles, which allows him to make such requests an unlimited number of times. And if adjustments are made every month, then a tariff plan for 4,900 rubles is offered to business owners. And it is worth noting that changing powers and other changes in legal documentation will cost less than paying a lawyer. To make changes, the bank will need to provide a number of documents that can be stored in electronic format. And if there are several reasons for making changes, then you should use the online document selection designer.
Filling out form P13014 when changing the director
The rules for filling out P13014 when changing the director are similar to the rules for filling out form P11001: only capital letters; can be filled out manually in black ink or on a computer in Courier New font 18 points high; printing on only one side of the sheet, etc. You can find out all the requirements for filling out in full in the order of the Federal Tax Service dated August 31, 2020 N ED-7-14/ [email protected]
We have written step-by-step instructions on filling out form P13014 when changing directors.
Which sheets of form P13014 should be filled out when changing the director? Total 7 pages:
- title page, where information about the organization is indicated;
- sheet I - page 1 (for the former director);
- sheet I - pages 1 and 2 (for the new director);
- sheet N – all 3 pages (information about the applicant).
Who applies for a change of director - the old or new director? On the one hand, information about the new director has not yet been entered into the Unified State Register of Legal Entities, on the other hand, the previous director has already been deprived of his powers. More than 10 years ago, there was a practice of signing an application by the old director as a person whose information was included in the state register (letter of the Federal Tax Service dated October 26, 2004 N 09-0-10/4223). Later, by decision of the Supreme Arbitration Court of the Russian Federation dated May 29, 2006 N 2817/06, this provision was declared invalid, as inconsistent with the Law “On LLC”.
Moreover, the courts have repeatedly emphasized that the powers of the former leader terminate from the moment the corresponding decision of the participants is made (for example, the decision of the Supreme Arbitration Court of the Russian Federation dated September 23, 2013 No. VAS-12966/13). Based on this, the application in form P13014 can only be signed by a new director; the previous director no longer has any relation to the LLC.
Please note: unlike form P11001, which does not need to be notarized if the applicant personally appears at the Federal Tax Service, application P13014 must be certified. For this reason, the applicant’s personal signature on the last page is affixed only in the presence of a notary.
An example of filling out form P13014 when changing the director can be found at the link below.
Sample act of acceptance and transfer of documents upon change of director
A director is a person responsible for the safety of the organization’s documents and part of the property assigned to him. Upon dismissal, the director must hand over his files, but no specific procedure is established by law. The procedure for changing the general director in an LLC can be enshrined in a local act of the company. In any case, the LLC participants do not have the right to delay the dismissal of the director under the pretext that he did not transfer any documents or property, but they can claim them as part of legal proceedings.
If a change of director occurs with a conflict between the parties, and the new director or participants for some reason do not accept the documents, then the previous director can deposit them with an archival organization or a notary.
Drawing up an act of acceptance and transfer of affairs when changing the general director is, first of all, in the interests of the former manager himself. The transfer and acceptance certificate can be signed either by two directors among themselves, or with the participation of the owners of the organization. You can familiarize yourself with our document acceptance certificate template and change it to suit your situation.
Decision to change the director of an LLC: sample with one founder
How to change the director in an LLC if there is only one founder? The only difference between changing the director in an LLC with a single founder and a company with several participants is that instead of the minutes of the general meeting, the founder makes a sole decision on changing the general director.
If the director is not the founder, but an employee, then the usual dismissal procedure is carried out. In the case where the sole founder is a director under an employment contract, he does not have the right to compensation upon dismissal, because Chapter 43 of the Labor Code of the Russian Federation does not apply to such a case. For more information about whether a sole founder can enter into an employment contract, read this article.
We have prepared a sample decision of the sole founder to change the director, in which the founder and the director are different persons.
Appointment of a new director of the LLC
When appointing a new person to the position of head of an LLC, the powers of the current head must first be terminated. We have already described the detailed procedure for this procedure above. A new manager can be appointed based on the personal considerations of the business owners.
But you need to be careful when choosing a suitable candidate: the law prohibits certain categories of persons from holding the position of general director. Before appointing a new manager, it is necessary to check whether he is disqualified. The appointment of a disqualified person to a position may entail a fine of up to 100 thousand rubles for the LLC (Part 2 of Article 14.23 of the Code of Administrative Offenses of the Russian Federation). This can be checked through a special register of disqualified persons, which is available on the Internet.
After making a decision on the election or appointment of the head of the organization and fixing this fact in the protocol (decision), it is necessary to conclude an employment contract with the head (director, general director), since in accordance with Art. 16 of the Labor Code of the Russian Federation, labor relations between an employee and an employer arise on the basis of such an agreement. According to the latest position of the regulatory authorities, the activities of the general director without an employment contract are not allowed.
The contract must indicate all the essential terms of the employment relationship. An agreement between the company and the person performing the functions of the sole executive body of the company can be signed on behalf of the company by the chairman of the general meeting of founders, at which a change of director occurred (paragraph 2, paragraph 1, article 40 of Law No. 14-FZ). The employment contract must indicate the period for which the director is elected. If the charter or decision on the appointment of a director does not specify a period, then the employment contract is also concluded for an indefinite period. In the hiring order, the new director must sign both for himself as an employee and for the head of the organization.
After completing the labor documents, you need to register the changes with government agencies.
Change of founder and CEO at the same time in 2021
Very often, the general director of an LLC is its founder. According to statistics from our service, only in 20% of cases the director is hired from outside. What are the peculiarities of changing the CEO and founder at the same time?
If there are several participants in an LLC, then the sale of a share or the withdrawal of a participant is possible (the condition for the possibility of leaving the LLC must be provided for in the charter). Read more about this in the article “Withdrawal of a participant from an LLC: step-by-step instructions 2021.” If there is only one founder, then he cannot leave the company until a new participant joins it.
We do not recommend registering the change of the sole founder of the LLC on your own, because To do this, it is necessary to formalize the entry of a new participant with a change in the charter and an increase in the authorized capital in the form P13014 and the subsequent withdrawal of the participant or the sale of a share. This is quite complicated, so it is worth contacting specialist registrars.
In 2021, the following rules apply for changing a founder in an LLC. The following must be certified by a notary:
- participant’s statement about leaving the LLC;
- decision of the general meeting of participants to increase the authorized capital;
- an offer by the remaining participants to buy out the share;
- demand of a participant to buy out his share.
Let's consider a fairly simple option of changing the director with the withdrawal of a participant from the company.
The company has two participants, one of them was accepted to the position of general director under an employment contract. The director decides to resign as director and leave the LLC. The charter provides for the right to withdraw from the LLC; one participant remains in the company, so this option is permitted by law.
The decision to change the general director and withdraw a participant from the LLC is made at a general meeting of participants and documented in minutes. In application P13014, you can simultaneously report the withdrawal of a participant and the change of director by filling out the appropriate sheets. Form P13014 and the participant’s application are submitted to the tax office within three working days from the date of the decision. If the participant’s share is immediately distributed, then a protocol on the distribution is also needed.
Otherwise, the procedure does not differ from the step-by-step instructions for changing the general director in LLC 2021, which we discussed above.
Notification of counterparties
To notify counterparties of a change of general director, it is recommended to send a letter in free form.
A legal entity does not have a legal obligation to notify counterparties about the appointment of a new manager if this clause is not specified in the contract.
But many companies prefer to notify their customers and suppliers so that there are no documentary and information misunderstandings.
Sample notice of change of general director
Sample notice of change of general director, available upon request
To notify counterparties (clients or suppliers), attaching a copy of the minutes of the founders’ decision is not required. There is no need to make changes to already signed contracts, orders and powers of attorney.
Often the services with which you have to deal try not to recognize powers of attorney and orders issued by the previous manager. To avoid conflict situations after a change of general director, we recommend canceling old powers of attorney and issuing new ones.
