Sample decision of the founder to extend the powers of the director

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Decision No. 4 of the Sole Participant of the Limited Liability Company "Romashka" XXXXXXXXXXX "XX" XXXXXXX 20XX

I, Ivanov Ivan Ivanovich, living at the address: ХХХХХХ, city ХХХХХХХХХХ, st. ХХХХХХХ, house ХХ, apt. XX, passport series XXXX No. XXXXXX, issued by the police department of the XXXXXXX district of the mountains. ХХХХХХХХХ ХХ.ХХ.20ХХ (division code ХХХ-ХХХ), being the only participant of the Romashka Limited Liability Company (hereinafter referred to as Romashka LLC, the Company),

DECIDED: To extend the powers of the current sole executive body of the Company - director Sidor Sidorovich Sidorov for a period of 3 years in accordance with the Charter.

Member of Romashka LLC ____________/Ivanov I.I./

The protocol on the extension of the powers of the general director is a necessary document in the case when the term of office of the current manager expires.

Procedure for holding a meeting

If the company has one founder, then everything is quite simple - to extend the powers of the director, a decision of the sole participant of the LLC is required.

In the case where there are several participants (and there can be up to 50 persons - individuals and legal entities), first a preliminary written notice of the upcoming meeting is given (indicating the date and time, as well as the issue that will be considered at it).

At the meeting itself they stand out

Chairman - he determines the course of the event, manages it,
as well as a secretary - this person keeps minutes, recording everything that happens in the smallest detail and provides copies of the document to all participants.

It must be said that the appointment of a chairman and secretary is not a mandatory stage, since often the company consists of only two or three people.

Sometimes the congregation develops and adopts a system of voting, which may take place through the recording of opinions or a simple show of hands.

The meeting is considered to have taken place if at least half of the company's participants were present.

Based on the results of voting, an order is issued at the enterprise, which gives the corresponding instructions. After this, an additional agreement to the current employment contract is concluded with the general director.

How to extend the powers of a manager

Director of an enterprise is a position to which a person elected by the general meeting of founders or the sole participant of the company is appointed. Such a decision must be made on paper.

The manager is elected for a period determined in the Charter of the enterprise. After the specified period, the owners of the enterprise have an obligation to elect a new manager or extend the powers of the current one, which is fixed in the corresponding decision (or protocol).

IMPORTANT! It is safer to renew a contract with a general director working under a fixed-term contract through hiring and dismissal. Otherwise, problems with inspection authorities are possible (letters from Rostrud dated August 15, 2006 No. 1222-6-1, dated December 8, 2008 No. 2742-6-1).

Read about the nuances of voluntary removal of the powers of a manager in the article “Dismissal of the General Director at his own request.”

What to do if someone voted "no"

In order to extend the powers of the general director, as mentioned above, a simple majority of votes is required.

At the same time, it is obvious that not all society participants may agree with such a continuation of the matter. In this case, the individual opinion of the participant must be included in the protocol, indicating the reasons why he votes “against”.

Subsequently, on the basis of such a record, a person who disagrees with the general opinion has the right to file a claim in court and appeal the decision.

Features of protocol preparation, general information

Currently there is no standard, mandatory form for the protocol on the extension of the powers of the general director. Based on this, representatives of organizations have the opportunity to write it in any form, or according to a model approved in the accounting policy of the enterprise. The main thing is to ensure that the structure and content of the document meets certain office work standards.

The protocol should be divided into three parts:

At the beginning, the so-called “header”, information about the organization is entered, in the main part - information about the persons present at the meeting, as well as the progress of the meeting, and in the end - the decision of the company’s participants.

The protocol must be signed by all those present - in this way they confirm that all the information included in it is correct.

It needs to be stamped only if the requirement to use various types of cliches is enshrined in the local regulations of the company.

The protocol is drawn up in one original copy ; if necessary, additional copies can be made, which must be certified by the signatures of the responsible persons. Information about the form must be entered in the company's internal papers journal - it is usually kept by the company secretary.

Protocol on confirmation of the powers of the General Director sample

The protocol on the extension of the powers of the general director is a necessary document in the case when the term of office of the current manager expires.

Why do we need a protocol?

Every organization must have a leader. It is not for nothing that the first order issued in a newly opened LLC is called “Order No. 1 - on the appointment of a director.”

The period for which the highest official at the enterprise is approved can be either unlimited or limited. In the second case, after the expiration of the director’s term of office, it is necessary to either elect a new director or extend the functions of the previous one.

Who renews powers

Both the appointment of the head of the organization and the extension of his official duties are carried out by the founders of the company.

For this purpose, a meeting is organized at which the future fate of the director is determined by a simple meeting. All actions taking place at this event must be recorded in a special protocol.

Procedure for holding a meeting

If the company has one founder, then everything is quite simple - to extend the powers of the director, a decision of the sole participant of the LLC is required.

At the meeting itself they stand out

Chairman - he determines the course of the event, manages it,
as well as a secretary - this person keeps minutes, recording everything that happens in the smallest detail and provides copies of the document to all participants.

It must be said that the appointment of a chairman and secretary is not a mandatory stage, since often the company consists of only two or three people.

Sometimes the congregation develops and adopts a system of discussion, which may take place through the recording of opinions or a simple show of hands.

Based on the results of the study, the enterprise issues an order in which the corresponding instructions are given. After this, an additional agreement to the current employment contract is concluded with the general director.

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Who must be notified

Information about the decision made at the meeting of founders is communicated to supervisory structures and other interested parties (banks, counterparties, etc.). It is worth noting that, for example, it is not necessary to notify the tax service about the extension of powers, but if a new director has been elected, this cannot be avoided, and this must be done within three days.

What to do if someone says “against”

In order to extend the powers of the general director, as mentioned above, a simple majority is required.

Subsequently, on the basis of such a record, a person who disagrees with the general opinion has the right to file a claim in court and appeal the decision.

Features of protocol preparation, general information

The protocol should be divided into three parts:

The protocol must be signed by all those present - in this way they confirm that all the information included in it is correct.

It needs to be stamped only if the requirement to use various types of cliches is enshrined in the local regulations of the company.

How to store a document

The protocol is subject to mandatory storage as one of the most important personnel documents and, at the same time, documents related to the main activities of the organization. The storage period is determined either by internal regulations or by the legislation of the Russian Federation (but not less than five years).

Sample protocol on extension of powers of the General Director

At the beginning of the document it is stated:

its name and number;
full name of the company;
place (settlement) where the organization is registered;
date of drawing up the protocol.

After this comes the main section. This includes:

composition of company participants present at the meeting;
agenda;
decision.

At the end, the protocol is endorsed with the signatures of all those present. If anyone refused to sign the form, this should also be noted.

Minutes of the general meeting of founders (participants) of the LLC on the change of director

The minutes of the general meeting of LLC participants on the change of director removes the powers of the current director and serves as the basis for electing a new one. A meeting of the founders to resolve this issue may be scheduled or unscheduled.

A planned one is carried out if the employment contract with the general director has expired.

There may be several reasons for holding an unscheduled meeting - the choice of a more suitable candidate, the manager’s violation of the terms of the contract, or his own desire.

How to correctly draw up minutes of the general meeting of LLC participants on the change of director

The document is drawn up in simple written form and reflects the decision of the founders of the company. Despite the absence of strict requirements for the text, the minutes of the meeting of founders on the change of director must necessarily contain the following points:

date and place of the founders' meeting;
number of event participants (their full names);
information about the chairman and secretary;
quorum (the number of people present sufficient to make a decision);
agenda (issues that will be considered during the meeting);
results.

In the sample protocol on the change of general director (in 2021), it is necessary to include the full name of the current director and the date of termination of his powers, as well as information about the new head of the organization and the date of his appointment. Important: a situation where a company is left without leadership is unacceptable.

Is it necessary to register a sample minutes of a meeting of founders on a change of director?

A document confirming the founders’ decision to dismiss the general director and appoint his successor does not have to be sent to the tax office. It is enough to draw up an application in form p14001 and have it certified at a notary office. You should contact the Federal Tax Service to make changes to the Unified State Register of Legal Entities within 3 days after the meeting.

We invite you to fill out the template and download the finished minutes of the meeting on the change of director of the LLC (sample 2021).

Sample resolution of the founder to extend the powers of the director

The founder's decision to extend the director's powers - a sample document - is not approved by law, and therefore can be drawn up in free form. It is required when the term of office of the manager ends.

How to extend the powers of a manager

Director of an enterprise is a position to which a person elected by the general meeting of founders or the sole participant of the company is appointed. Such a decision must be made on paper.

Features of the CEO status

The director of an LLC is an elected person, for a period specified in the Charter, who exercises general management of the company. We emphasize that an important feature of the legal status of the head of an LLC is that he is subject to the norms of both general labor and corporate law. On the one hand, he is vested with the authority to manage the LLC, and on the other, he is also its employee. In addition to general Russian legislative regulation, the activities of the director are also regulated by the charter of the LLC, the regulations on the general director of the company, the employment contract and his job description.

An open-ended contract (validity period is not specified) or a fixed-term labor contract for a certain period can be concluded with the director of an LLC, but this period should not exceed five years (according to Russian labor legislation).

In our review, we will look at what the procedure for prolonging the powers of the head of an LLC is, how to prepare it and how to formalize everything correctly. Let us consider in detail the basic rules for drawing up papers for prolonging the legitimacy of a director. We will also consider aspects that are subject to mandatory indication and basic legislative norms and current rules. We will tell you about the persons authorized to carry out the procedure for prolonging the powers of the first person of the LLC.

Depending on the number of participants in the LLC and the type of employment contract concluded with the manager, the forms and composition of the documents drawn up will be different, but we will provide general universal forms of documents that are general and standard.

In general, formalizing the powers of a director is a rather troublesome process that requires precision and care. When holding a meeting of LLC participants, it is important to accurately document all aspects and ensure that all registration procedures are followed.

Extension of powers of the general director of an LLC: sample order for 2021

If the director’s powers are ending or have already ended, the question of their extension arises. There are no restrictions on this if both parties agree to continue employment.

Until a decision is made, the General Director continues to perform his functions in accordance with his previous appointment. His powers do not terminate automatically.

The answer to the question of whether the powers of the general director terminate with the expiration of his term of office has long been given in judicial practice. The courts take the position that in order to terminate the powers of a previously appointed sole executive body, a decision of the general meeting of participants or another body appointing the general director is necessary.

The powers of the director do not terminate in the Unified State Register of Legal Entities (USRLE). The entry in it remains unchanged until the legal entity submits an application to change the data in the register.

All contracts, powers of attorney and other documents signed by such general director are valid.

However, many organizations try to promptly reappoint a manager for a new term. This makes it easier to confirm his authority when communicating with contractors and to comply with internal office work standards. This also allows you to enter into fixed-term employment contracts with the general director.

How to apply

The corporate body that appoints the sole executive body in the company has the right to reappoint the general director for a new term:

In limited liability companies, the general director is appointed, as a rule, by the general meeting of participants or by a single participant. Less often, these powers are transferred to the board of directors or supervisory board.
In joint stock companies, on the contrary, the default appointment is made by the board of directors. However, in its absence in small companies, this function is performed by the general meeting of shareholders.
In institutions, the director is reappointed for a new term by the owner of the organization’s property.

In accordance with Art. 67.1 of the Civil Code of the Russian Federation, the decision of the LLC participants on the appointment and reappointment of the general director must be certified by a notary, unless otherwise established by the charter or a decision of the company participants.

In its Review of Judicial Practice dated December 25, 2021, the Supreme Court of the Russian Federation indicated that this requirement also applies to cases where there is only one participant in the company.

Without a notarized protocol or decision, the bank will not accept the extension of the powers of the general director, unless the participants have determined in their charter a different procedure for certifying decisions.

In any case, the solution must contain the following data:

name and details of the company where the general director is appointed;
Full name of the appointed person and his passport details,
the decision itself on appointment for a new term;
term of office in accordance with the company's charter;
signatures of the chairman and secretary or the only participant.

Sample decision of the sole founder of LLC

Limited Liability Company "Alpha Betta" ("Company")

September 1, 2021

I, Maxim Maksimovich Ivanov, born May 15, 1970, registered at Moscow, Stroiteley Street, building 25, apt. 1050, being the only participant of the Company, I hereby make the decision:

Sole participant /signature/

Sample minutes of the general meeting of LLC participants

Type of general meeting: extraordinary.

Form of holding: joint presence of participants.

Date of the general meeting: September 1, 2021.

Venue of the general meeting: Moscow, st. Stroiteley, 15, office 35.

The meeting opens at 15.00. The meeting adjourned at 15.30.

Present at the meeting were:

The total number of participants present at the meeting is 100%.

There is a quorum to make decisions on the agenda items.

1. On the extension of powers of the General Director of the Company.

1. On the first issue of the agenda, we heard M.M. Ivanov, who proposed extending the powers of the current General Director of the Company, Igor Vitalievich Vasiliev, for a new period of 1 year from September 1, 2021 to September 1, 2021.

Voted: "FOR" - 100%, "AGAINST" - 0%, "ABSTAINED" - 0%.

1. Extend the powers of the current General Director of the Company, Igor Vitalievich Vasiliev, for a new period of 1 year from September 1, 2021 to September 1, 2021.

In accordance with clause 8.31 of the Company's Charter, a method has been approved for confirming decisions made by the general meeting of the company's participants by signing the minutes of the general meeting by all participants.

The protocol was drawn up on September 1, 2021.

Sample minutes of the board of directors

Minutes of the Board of Directors No. 20/2020

September 1, 2021.

Meeting date: September 1, 2021.

Venue of the meeting: Moscow, st. Stroiteley, 15, office 35.

The meeting opens at 15.00 and closes at 15.30.

The meeting was attended by members of the board of directors:

1. Ivanov Ivan Petrovich, date of birth XX, registered at address: XX;

2. Mikhailov Mikhail Ivanovich, date of birth XX, registered at address: XX;

3. Sidorov Maxim Petrovich, date of birth XX, registered at address: XX.

Total 100%. The quorum established by clause 15.1 of the Company's Charter for making decisions on all issues on the agenda is present.

The chairman of the meeting is I.P. Ivanov, the secretary of the meeting is M.P. Sidorov. The counting is carried out by the presiding officer.

1. On the first issue of the agenda, Ivanov I.P. was heard, who proposed extending the powers of the current General Director of the Company, Igor Vitalievich Vasiliev, for a new period of 1 year from September 1, 2021 to September 1, 2021.

All issues on the agenda have been considered.

The protocol was drawn up on September 1, 2021

Do I need to notify the tax office, counterparties and banks?

There is no need to send a notification to the tax office about the extension of the powers of the general director. Since there has been no change of director, the Unified State Register of Legal Entities will continue to contain up-to-date information about the head of the organization. There is no need to submit any additional applications in this regard.

An application for amendments to the Unified State Register of Legal Entities in form P14001 is submitted in cases where a new general director has been appointed, or the data of the old one has changed (last name has been changed, a new passport has been received, etc.).

It is also not required to notify counterparties about the extension of the director’s term of office, unless specifically requested.

However, banks prefer to receive information about all renewals of powers of the director of the organization. Therefore, a copy of the decision must be provided to the bank servicing the organization’s accounts.

This can be done either by handing it over to the operator at the office, or online through the bank-client system. The remote banking systems of the largest banks (such as Sberbank and others) contain the function of remote submission of documents on the extension of the director’s powers.

Extension of labor relations

An employment contract with the general director can be concluded for a certain period - as a rule, for the term of his powers in accordance with Art. 79 Labor Code of the Russian Federation.

The founder of the organization can still terminate the contract with the general director at any time on the basis of Art. 278 Labor Code of the Russian Federation.

However, there is a significant difference between terminating a fixed-term and an indefinite employment contract. The fixed-term contract is terminated without any additional payments.

In the event of termination of an open-ended employment contract at the initiative of the owner of the organization, the general director has the right to receive compensation in the amount determined by the employment contract. Article 279 of the Labor Code of the Russian Federation guarantees the minimum amount of such payment - 3 average monthly earnings.

To summarize what was written above, promptly reassigning the general director to the position and renewing the employment contract with him will be more profitable for the organization than letting things take their course.

Practice shows that in most cases, fixed-term employment contracts are concluded with managers of a business entity, valid for 60 months. Upon completion of this period, it may be necessary to extend the director's powers. How to correctly implement this procedure is written below.

Position of the director in the state - main points

Contrary to the misconception, the director (or general director) of a business entity is an employee who carries out his labor functions on the basis of a concluded fixed-term or open-ended employment contract (in the manner specified in Article 275 of the Labor Code).

The performance of its functions is regulated not only at the federal, but also at the local level, that is, through the internal documentation of the legal entity (for example, the Charter, special regulations, job descriptions).

At the same time, the norms of corporate law are also applicable to him, that is, he has the right to represent the interests of the company or enterprise entrusted to him.

Main aspects of extending the powers of the General Director

Art. 58 of the Labor Code decides that concluding an open-ended or fixed-term contract with a director, as with any hired employee, is legitimate.

If the relevance of the second one exhausts itself, and both parties to the labor relationship (that is, the manager and the founder or founders) are interested in their continuation for a certain period, the powers of the administrative person are extended, and a corresponding order is issued.

The basis for issuing an order to extend the powers of a director is the corresponding decision of the owner of the assets (if there is only one) or the minutes of the general meeting of founders.

The presence of a protocol or a corresponding decision (which is made in advance, before the end date for the validity of the powers of the current manager) is also a prerequisite for signing an additional agreement to the current employment contract with the manager.

The protocol must indicate the following:

name and data of the business entity according to the statutory documentation (not indicated if a company letterhead is used);

name of the paper, its serial number;
date and place of formation;
meeting start and end time (in hours/minutes format);
list of meeting participants (full names of those present, their positions, shares);
percent ;
details of the chairman and secretary of the meeting;
agenda;
decision of the meeting based on the results of the meeting.

The document must be signed by the chairman and participants of the meeting and certified by the seal of the legal entity.

The set of information reflected in the decision on extension is identical. The document must also be signed by the originator (in the case of a legal entity, his data and the data of the representative must be indicated).

Another important nuance of the extension is that it does not affect the data in the Unified State Register of Legal Entities and the Charter.

Algorithm for extending the powers of a manager

Schematically, the algorithm for extending powers in the case of several founders is as follows:

A meeting of the meeting of LLC participants is held;
At this stage, an appropriate decision is made and a protocol is drawn up;
Taking into account the recorded decision, a new employment contract is drawn up with the head of the LLC.

Extension of powers of the General Director - general rules

According to the Russian Labor Code, a fixed-term or unlimited contract can be concluded with the director of an LLC. Typically, the validity of a fixed-term employment contract is established by the Charter of the company. If the director works under a fixed-term employment contract, then at the end of the contract, you need to draw up an order to extend the director’s legitimacy or terminate his powers.

An order to extend powers must be drawn up before the expiration of the contract. If this period has expired, then it is necessary to dismiss the director in full (order, payment, entry in the work book) and hire him again. Therefore, to avoid unnecessary paperwork, it is very important to meet all deadlines. In addition, transactions concluded during a period when the director was not officially working, but signed documents, may be challenged by counterparties.

To extend the powers of a director, it is necessary to hold a meeting of the authorized body of the LLC, in accordance with its constituent documents, and formalize a decision on the extension of powers of the managing person.

Typically, the LLC Articles of Association establish the standard term of office for a director - 5 years. Almost always, the authorized body is the meeting of LLC participants.

The decision of an authorized body consisting of several participants is formalized by drawing up a protocol of the authorized body of the LLC. If there is only one participant in the society, then the protocol is not drawn up. Next, based on the decision of the participants/sole participant of the LLC, a new employment contract is drawn up with the director, in accordance with the extension of the term of his powers.

When drawing up the decision of the authorized body of the LLC and the protocol, it is important to take into account the expiration date of the director’s powers and draw up all papers before the expiration of this date.

Briefly, step by step, the procedure for extending powers looks like this:

First, a meeting of the Meeting of LLC Participants is held;
At a meeting of the authorized body of the LLC, a decision is made to extend the validity period of the legitimacy of the director of the LLC;
A protocol on the extension of powers of the head of the LLC is drawn up;
Then, based on the recorded decision, a new employment contract is drawn up with the head of the LLC.

Important: let us remind you that all papers are dated before the expiration of the director’s powers. If there is one participant in an LLC, he makes the sole decision and the protocol is not drawn up.

Confirmation of the authority of the general director for the bank

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An approximate list of documents confirming the authority of the head of the organization[1]:

extract from the Unified Register of Legal Entities;
minutes (decision) of the general meeting of participants (shareholders, shareholders, etc.);
an agreement on the transfer of powers of the sole executive body to a management organization or manager;
order (resolution) on appointment to a position;
court ruling (decision);
charter (regulations);
an extract from the Unified Register of Individual Entrepreneurs and a Certificate of state registration of an individual as an individual entrepreneur (for an individual entrepreneur).

2. An approximate list of documents confirming the powers of a representative of a person participating in the case[2]:

power of attorney (power to conduct a bankruptcy case; the right of a representative to sign a statement of claim and a response to the statement of claim, applications for securing a claim, transfer of a case to an arbitration court, complete or partial waiver of claims and recognition of a claim, changing the basis or subject of a claim, conclusion settlement agreement and agreement on factual circumstances, the transfer of one’s powers as a representative to another person (subassignment), as well as the right to sign an application for review of judicial acts based on new or newly discovered circumstances, appealing a judicial act of an arbitration court, receiving awarded funds or other property, must be specifically provided for by the power of attorney (Article 36 of the Federal Law “On Insolvency (Bankruptcy)”, Article 62 of the Arbitration Procedure Code of the Russian Federation).
documents confirming the authority of the legal representative (identity document of the parent, indicating the surname, name, patronymic of the person represented (in the absence of such data in the parent’s identity document, a birth certificate of the minor is additionally required); Certificate of transfer of the child to a foster family , issued by the guardianship and trusteeship authorities; Certificate of adoption; Certificate of guardian/trustee (for guardians and trustees - individuals); Decision of the authorized body to place the child in a special institution and power of attorney (for persons who are not the head of the institution), confirming the authority of the person applying act on behalf of the institution (if the functions of the guardian/trustee are carried out by such institution).

[1] The specific list and types of documents depend on the legal form of the legal entity [2] The specific list and types of documents depend on the type of representation
A reader of our forum, the head of an LLC, is outraged by the actions of the bank, which blocked the organization’s current account, which is why the company lost ability to pay taxes, pay salaries and benefits.

The reason for blocking is the end of the director's term of office. The indignant director has already visited the Federal Tax Service and the Social Insurance Fund. Labor inspectorate, where he was informed that it was necessary to pay taxes and wages. Fiscal officials are not interested in how these payments will be made.

You may ask, what’s so difficult about extending the director’s powers? The problem is the founders who have lost interest in their business and their whereabouts are unknown.

The general director, my authority, has expired. The bank, citing financial monitoring of Federal Law 115, stopped all movements on the account - salary, child benefits, bill payments, etc. I went to the tax office, consulted, they say that unconfirmed credentials do not exempt you from obligations - you must pay all taxes, payments, salary, etc.

I went to the Social Insurance Fund, they say that benefits are generally inviolable by anyone and no circumstances can interfere with payment. I went to the bank, it’s useless, let’s take the protocol and we’ll continue to talk.

I went to the labor office, I tell it like it is, they answer that they don’t care, sort out your shit yourself, and if there is a statement about non-payment of salary or benefits, we will rush to check)) I have several LLCs, there are no co-founders, what are their names? I have no idea how to search, should I write a wanted report to the police? While the police are looking for them, what to do with payments and current obligations, can I say that my credentials have not been confirmed, wait until the police find the right People (sarcasm). It is clear that I can draw up the minutes of the meeting myself and put the necessary signatures, but this cannot be done and I will not do this, this is my principled position. CRAP! What should I do?

— Mad_Shurik

The discussion participants noted that the only legal option is to extend the powers and it is impossible to force the bank to allow the use of the account when the director is no longer a director.

If you know a way out of this impasse, you can give advice to the director of the company in the forum topic “the powers of the general director have not been confirmed.”

Source: https://lawsexp.com/juridicheskie-sovety/podtverzhdenie-polnomochij-generalnogo-direktora.html

The decision of the sole participant of the LLC to extend the powers of the director

-a sample Participant’s Decision can be found at the link: https://rusjurist.ru/filemanager/download/4269

The powers of the LLC director can be extended by the decision of the LLC participant (if he is the only one). Then, the document is entitled - Decision of the only participant. General rules for drawing up a decision on the extension of the powers of a manager:

Typically, the decision is drawn up on the organization’s letterhead, where all the main details of the LLC are indicated. If the decision is not drawn up on LLC letterhead, then it is necessary to indicate the name of the organization in full, as in the Charter, indicate the address of the company and basic registration data;
Next, you should indicate the place (locality) where the decision was made and its date. Note that a decision number is not always assigned, but it is better to put it in order;
Please provide the full title of the document;
Further text: “I, full name, full passport data, registration address, as the only one. Member of the Company with limited. responsibility "K" made the decision:";
The wording of the decision on the extension of the powers of the manager clearly indicates: the full name of a specific person, his passport details, place of registration, the period for extending his powers;
Signature.

If the sole participant of the LLC is a legal entity, then its full name, its legal address in full, INN, OGRN, KPP, information about the head of the legal entity or its other representative by power of attorney are indicated, everything is indicated in full and in accordance with the general format provided.

When extending the powers of a manager, the data in the Unified State Register of Legal Entities and the Charter do not change.

Let us note that the Decision of one LLC participant does not need to be notarized, but it is very important to draw it up correctly, because it is drawn up individually and is not checked by anyone, for the time being, until questions or any claims arise from the banks. or government departments. The solution must clearly follow the structure and contain no errors or corrections.

You can download the decision of the Sole Participant via the link: https://rusjurist.ru/filemanager/download/4269

Sample decision to confirm the powers of the General Director

Didn't find the form you need? Do you have a question, or do you want a lawyer to remotely check and correctly edit the document you prepared? Click on the link or write to us!

Decision No. 4 of the Sole Participant of the Limited Liability Company "Romashka" XXXXXXXXXXX

"XX" XXXXXXX 20XX

DECIDED: To extend the powers of the current sole executive body of the Company - director Sidor Sidorovich Sidorov for a period of 3 years in accordance with the Charter.

Member of Romashka LLC ____________/Ivanov I.I./

The protocol on the extension of the powers of the general director is a necessary document in the case when the term of office of the current manager expires.

Order to extend powers

The order and the new employment contract of the director are the final documents in the procedure for prolonging the powers of the director. Based on the decision on the Minutes of the meeting of participants or the Decision of the participant (the only one in the LLC), an Order is drawn up on the extension (extension) of the powers of the manager. Please note that the Order is drawn up on behalf of the organization and signed by the director of the LLC.

The order must necessarily contain the fact of extension of powers, from what date, full name of the person, signature with transcript and seal of the LLC:

Full name of the LLC (exactly as it is written in the Charter);
Place of preparation of the paper;
Date of preparation of the document;
Document number in order;
In the content of the order, indicate - “Content: order for personnel”;
Indicate the document - the basis, what date it is from;
Indicate that in connection with the prolongation (extension) of the director’s term of office, he begins his official duties from such and such a date;
Signature: “General Director of LLC”, signature, full name”;
Apply the seal of the organization.

Next, you need to conclude a new employment contract with the director, which can be fixed-term (and consistent with the period specified in the Charter or other documents of the LLC, but not more than 5 years) or unlimited (that is, without specifying a validity period). The employment contract between the director and the organization, on the one hand, is signed by the director, and on the other, on behalf of the organization can be signed by the chairman of the meeting or a participant who is authorized by the meeting, or the sole participant of the LLC.

Protocol on the extension of powers of the LLC director

The minutes of the meeting must be certified by a notary (the meeting is usually held in the presence of a notary), unless otherwise provided by the LLC Charter, or by the decision of the meeting of all LLC participants, which was adopted by them unanimously.

The protocol must necessarily contain the following information:

the name of the LLC in full according to the Charter and its main details, if it is not printed on letterhead;
title of the document and its serial number;
place, date of compilation;
opening and closing times of the meeting (indicating hours, minutes);
a complete list of meeting participants (who was present, position, full name, on the basis of which they act, shares of participants in the LLC);
what percentage of votes is there, is there a quorum;
indicate that the meeting is legal;
indicate the chairman of the meeting, full name;
indicate the secretary of the meeting, full name;
indicate the agenda - the fact of voting on the extension of the director’s powers must be indicated (indicate full name);
the decision taken by the meeting is stated;
provide general voting results;
the signature of the chairman of the council and all participants is made in the presence of a notary and certified by him;
The LLC seal is affixed.