In the activities of the company there may be times when it is necessary to replace management. The change of CEO occurs for various reasons. These include: incompetence of existing authorities, redistribution of capital, sale of a company (LLC or ZAO) and other similar situations. Under the law, a director is elected for a period of one year to five years, as well as indefinitely. The occurrence of the above reasons allows you to change bosses before the end of the term of office in LLC or CJSC.
Documents: which to fill out
The procedure is regulated by the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”. The document clearly spells out the course of the change of manager, the required documents and the necessary participants in the process.
In the event that a new officer has already been identified, the change of the general director takes place as follows:
1. The founder (or meeting of the founders) decides on the possibility of changing the leader. Be sure to draw up a protocol that will be needed at the IFTS and in a banking organization. In fact, a document reflecting the main issue of the meeting of the founders or the decision of the sole founder is not required for submission to the IFTS. However, in many inspections the change of director takes place with the record keeping. It should have the same date as on the application form P14001.
2. The current director or employee of the company orders an extract from the Unified State Register of Legal Entities. A state duty of 400 rubles is provided for an urgent discharge (issued on the day of treatment), half as much for a regular one (within 7 days).
If the manager orders the document, payment for a non-urgent statement will not be charged, but the certificate will be ready only after a week. The procedure for changing the CEO is performed if there is an extract that is needed to prepare the document base.
3. An application is filled out (strictly without errors) in the standard form P14001. Information is entered only in those sheets that will record changes in the company.
Organizations: where to go
Both directors, new and current, are turning to a notary public who will certify the authenticity of the signatures. Required documents:
- Extract from the register.
- Statement P14001
- The minutes of the meeting or the decision of one founder to change management.
- Order of appointment.
The new director, or his representative, contacts the tax office to make changes to the State Register. The procedure must be carried out as soon as possible. Usually given no more than 3 days from the date of signing the statement by a notary, otherwise a fine of 5,000 rubles is imposed. Five days later, it will be possible to pick up registration documents - a certificate of changes and an extract with new data. This is not such a complicated procedure, as a change of the general director in the LLC, ends.
Next, the new leader must contact the bank to change the signature samples. Would need:
- New extract from the Unified Register and certificate of changes.
- Order of appointment.
- The decision of the founders of the LLC.
After the old director transfers all matters to the new one, previously issued powers of attorney are canceled, business partners and company employees are notified (if necessary). The media must submit a notice on the change of CEO - in order to avoid misunderstandings.
Cost
It should be remembered that the correct filling of documents at all stages of the procedure will save time and change the manager in just 7 working days. If there is a mistake in the application P14001, the Federal Tax Service Inspectorate refuses registration to the applicant, and he will have to go all the way from start to finish.
By law, changes to the tax office and banking organization are completely free. An exception is the receipt of an extract from the Register urgently and the certification of signatures by a notary. In the event that the change of CEO occurs with the participation of firms providing paperwork services, the cost depends only on the pricing policy of the performers.
LLC / CJSC and IP
The procedure for changing the management of legal entities is almost the same. The difference is only in the form of ownership. Documents that must be signed and submitted on time do not differ at all from open and closed joint-stock companies. Changing the director (owner) of an individual entrepreneur is legally impossible, since the law in this case can only regulate the liquidation and registration of an enterprise.
Legislative changes
In 2014, the Law on Registration of Legal Entities was passed, which omits references to LLC and ZAO. The formation of new firms will take place according to completely new standards, providing for the formation of a corporate legal entity or unitary. The reorganization or change of the general director is no different from the procedure for conducting procedures in the previous version of the law. Article 50.1 is introduced in the Civil Code of the Russian Federation, which regulates the establishment of a company. In the new edition, LLC and ZAO will now be considered as public and non-public joint-stock companies. Moreover, the law obliges companies to act on the basis of a single document - the charter.
Forms and their filling
With regard to all kinds of forms and samples of their filling, the head of the company can contact the company that provides services for registration, reorganization and liquidation of companies, as they say, "turnkey". If you independently enter information into documents, the form can be found on the official pages of the above companies. In addition to the forms necessary for making changes to the State Register, usually a step-by-step instruction is located on the resources.
Change of the general director in the LLC, or rather, the entire process from A to Z, can be completed by the applicant himself on the basis of the information received. As a rule, the boss draws up a power of attorney for the deputy or other natural person in this case. The leader himself is limited only by putting signatures in the necessary places. This form is allowed and does not contradict the current legislation.
Death of a leader
There are situations when the director suddenly died or went missing. In this case, the step-by-step instruction changes slightly. The change of the general director to a CJSC or LLC is carried out with the help of a proxy appointed by the meeting of the founders. This can be either a deputy leader or a person who becomes the heir in case of unforeseen situations. For the first time, and is appointed. about. (acting), unless statutory documents provide otherwise. In order to appoint a new director, it is necessary to have all the reasons that are supported by documents. In the event of death, this is evidence.
In this case, the term of the director’s management should be taken into account. If the boss passed away, there would be no particular difficulty in appointing the director.
Disappearance
In the event that the boss is missing and the end of the contract has not yet arrived, the deadlines are kept for which a person cannot be considered dead for 5 years from the moment of disappearance. However, the law allows, in the presence of certain circumstances, to go to court.At the same time, the CEO, who disappeared in situations that threatened his life, is declared dead. The procedure for appointing another person to the position occurs as if the person had passed away, with the provision of a court decision and a death certificate. In the documentation, a paragraph should be prescribed in advance that determines the assignee in case of emergency.
