Many businessmen lose sight of the fact that the director of an enterprise is an elected position, and sooner or later their powers will end. Therefore, it is necessary either to terminate the employment relationship with a person or extend the authority.
Legal Status of Director
The term of office is determined by the statutory documents, as a rule, it does not exceed 5 years. As long as the authority is in effect, the director can provide general management, carry out all actions for the implementation of economic activities. The head is subject not only to the norms of labor legislation, but also to corporate law. At the same time, such a person is an ordinary employee in labor relations with the enterprise, and on the other hand, he has powers that give him the right to manage the LLC. In addition to the rules of law, the activities of the head are regulated by local documents:
- job description;
- charter;
- regulations on the head of the LLC;
- an employment contract.
What contracts can be concluded with the head
Two categories of employment contracts can be concluded with the director of an enterprise:
- urgent;
- without determining the date of termination of employment.
If we are talking about a fixed-term contract, then the validity of the document in this case cannot exceed 5 years, which is enshrined in the labor legislation of the country.
General terms of renewal
Naturally, if we are talking about a fixed-term employment contract, you will have to go through the procedure for extending the director’s powers, if after 5 years the company does not want to end its relationship with the manager.
The most important thing that should not be forgotten is that it takes care of the leader’s legitimacy until the end of the employment contract. Otherwise, problems may arise, regulatory authorities and banks may present legal claims against the LLC, and counterparties go to court and challenge the transaction.
In addition, if you miss the deadline for extending the director’s powers, you will have to act according to a different scheme, first dismiss the manager, and then again take him to work. And this is all the time and unnecessary paperwork.
You can not extend the authority during the absence of the head at the workplace, for example, if he was on a business trip or was sick.
Stages of extending the legitimacy of a leader
Compliance with all stages of the extension of authority will allow you to go through the procedure as quickly as possible and save the company from unnecessary claims from third parties.
Holding a meeting of shareholders
In order to extend the powers of the director, it will be necessary to convene shareholders, perhaps the charter documents provide for the procedure for appointing and removing, extending the legitimacy of the supervisory or other authorized body. Simply put, it is necessary to review the terms of the charter before convening a meeting.
If there are several participants in the LLC, the results of the agreements reached are recorded in the protocol. Such a document can be certified by a notary, if such a procedure is provided for by legal documents of the enterprise.
General protocol requirements:
- indicate the date and place of compilation;
- a list of participants present indicating their shares;
- percentage of votes and whether there is a quorum;
- Document number;
- agenda (by the way, it is not recommended to write the item “Miscellaneous”, issues that are not stipulated in the agenda cannot be considered at the meeting);
- statement of the essence of the collection of the meeting;
- summing up the voting results;
- decision;
- signatures and full name with decryption of the secretary and the chairman of the meeting.
Director renewal protocol, model
Protocol No. ...
LLC owners meeting ... name ....
Date of compilation, place
Attended
Name, owning ...% of UV, equivalent in rubles ....
Form of incorporation, name, OKPO, owning ...% of UV, equivalent in rubles ...
The meeting was attended by all participants of the LLC ...
Quorum ...%
Information on whether fees are recognized eligible
Signatories to the protocol, full name
Agenda:
- On the extension of powers ... position ... LLC ... name ....
Listen ... Name ...
Voted:
……
Decided
Renew authority ... position ... Name ... for a period of ... years.
Signatories ... Name ... Signatures ...
Supervisory Board Protocol
Extension of the powers of the General Director, sample of the meeting of the Supervisory Board:
Protocol No. ...
Meetings of the Supervisory Board of LLC ... name ...
Date, city of compilation
Attended
The Chair .... FULL NAME…
Members .... FULL NAME ....
Full name
Full name
Agenda:
- On the extension of powers ... position ... LLC ... name ....
On 1 issue, spoke .... Name ... informing that ... date ... the powers of the Director General are ending ... LLC ... Full name ..., proposed to extend the authority.
Voting results:
…..
Decided
Extend the powers of the director .... Name ... for a period of ... years.
The signing of an additional agreement with the head ... LLC ... entrust a member of the Supervisory Board ... Name ...
Chairman of the Supervisory Board ... Name ... Signature
The sole owner of LLC
In cases where the company has only one shareholder, the protocol is not drawn up, and the LLC participant makes a decision.
General requirements for compilation:
- as a rule, such a document is drawn up on the letterhead of the enterprise;
- if the company owner is a legal entity, then all identifying data of the enterprise must be indicated;
- if the decision is made by an individual - then his passport data;
- the decision is not subject to mandatory certification by a notary, but ideally, it is better to go to a lawyer so that in the future the regulatory authorities do not have questions about the preparation of the document.
The decision to extend the powers of the director, sample:
Decision number ...
One member of the LLC ... name ....
Date and place of compilation
I, FULL NAME ..., passport details ..., being a citizen ...., passport details ..., place of registration ...., division code ...., being a single member of the LLC ... name ...
I DECIDED:
Extend the authority ... position ... LLC ... name ... for a period ... the period is indicated or “.. according to the terms determined by the Charter ..."
Single member of LLC ... name ...
Name ... Signature ...
company seal
Enterprise Order
Now the personnel department enters the “game”. It is necessary to create a general order for the enterprise to extend the powers of the director. It is not necessary that this document be compiled by specialists from the personnel department; it is compiled by the person responsible for maintaining administrative documentation. The requirements for the order are general, not having any features in comparison with other administrative documents. Drawn up on A4 paper, not on company letterhead. The order must contain the following mandatory details:
- name of the LLC;
- date and place of compilation;
- serial number;
- summary;
- in the text part, a clear date is determined from which the powers of the head are extended;
- position and name of the signatory of the document.
Extension of the powers of the director of the LLC, sample order:
The legal form of the enterprise .... title…
Order No. ___
Date and Place
Short description
On the basis of the minutes of the general meeting of owners, I proceed to official duties from ... date ...
Reasons: Decision or protocol of the meeting of the owners of the LLC ... name ... No. .... Date.
Signatory Position
Director of the LLC .... name ... signature and name
Human Resources Actions
If an urgent labor contract is concluded with a manager, then, naturally, it should be extended on the basis of a decision of the owner of a legal entity. The entire procedure must be carried out before the expiration of the employment contract. The text of the supplement will contain information on the extension of the contract, and not on the extension of authority.
Extension of the powers of the director of the LLC, sample of an additional agreement to the employment contract:
Supplementary agreement
to .... to the contract ... to the contract .... title…
No. ... date ...
place of compilation date
LLC ... name ... represented by the chairman of the supervisory board, name, patronymic ... acting on the basis of the decision of the supervisory board LLC ... name ... No. ... date ... on the one hand,
and
Citizen ... name ... identity card details ... on the other hand
made up this supplementary agreement as follows.
Based on the protocol on the extension of the powers of director No. ... date
1. To extend the above contract for a period of ... years, until ... date ...
or
Point ... agreement ... date ... No. ... to read as follows:
"Clause ... The agreement shall be extended to ....".
2. The remaining terms of the aforementioned contract ... of the contract ... not covered by these agreements shall remain unchanged.
Details of the parties
If you enter in the workbook that the contract is urgent, then the same document will have to be amended to extend the powers of the Director General.
At the same time, there is another opinion, namely, an urgent labor contract cannot be extended. Courts that have adopted this point of view are of the opinion that the contract with the director should be terminated and a new one should be concluded. In this case, in addition to issuing orders on the dismissal and acceptance of an official, you will have to make the appropriate entries in the work book.
Definitely, an agreement concluded on an unlimited basis does not require any changes.
At the same time, there is a third opinion. You can prepare in advance, and "turn" a fixed-term contract into a permanent one. Or rather, do not warn the director about the upcoming dismissal, within the time stipulated by law and the contract. If this is not done and the official is not dismissed, then the contract goes into the category of unlimited. Although such a scheme is recommended to be used only in extreme cases, that is, when the contract is concluded for less than 5 years.
Tax Notification
There is one point regarding notification of tax authorities - if the extract from the Unified State Register of Legal Entities does not contain any time limits on the term of office of the head, then no changes need to be made. If, for any reason, when registering the company or making changes to the registration data, restrictions have been added on the duration of the management, you will have to notify the tax authority about the extension of the powers of the director of the LLC. At the same time, it is necessary to submit data to the registration authority within 3 days from the date of the relevant decision.
Notification of a financial institution
In practice, banks carefully follow all changes in the title documents of all clients: both individuals and enterprises. Even if the decision to extend the powers of the director does not entail changes in registration documents, it is better to notify the bank. Such a letter does not require compliance with a certain form, but it is necessary to attach copies of supporting documents, namely:
- a copy of the protocol or decision;
- if the extension of authority entailed changes to the USRLE, then a new statement is attached;
- copy of the order for the company.
Extension of the powers of the director, sample preparation of a notice to the bank:
Form of the enterprise, with brief data
Outgoing number ... date ...
To the head of the regional office
Credit and financial institution ... name ...
Summary, for example:
According to the contract for banking services
No. ... date ...
We inform you that on the basis of the decision of the sole participant of the LLC ... name ... No. ... date ..., the powers of the director ... Name ... extended for a period ... date ....
Applications:
1) A copy of the decision from ... date ... No. ...
Counterparty Notification
When extending the authority of the head of obligations, it is not necessary to notify all partners and internal “movements”. But, if there are counterparties who always ask for statutory documents, and have prescribed the obligation of the parties to notify of any changes in details and the manager’s function in writing, it is better to write a letter with a copy of the order and / or protocol, and a decision to avoid possible contentious situations .
Consequences for the LLC, if the powers are not extended
There is no responsibility in any legislative act for the director to exercise his functions of managing a legal entity without extending his authority. Therefore, de facto such a person can continue to sign contracts, make real estate transactions, sign payment documents. Courts in such situations adhere to the point of view that until a new leader is elected or the powers of an existing one are not renewed, the director has no restrictions on the management.