In the field of entrepreneurship, cases when the sole member of the enterprise is its sole executive body - the general director, take place quite often. On the one hand, the provisions of civil law apply to the general director. This is due to the fact that he is the sole founder. On the other hand, he acts as an employee of the company. In this regard, the norms of the Labor Code also apply to it. One of the controversial issues in this case is the question of whether an employment contract with the general director of the LLC, the sole founder, is needed. We will clarify this further. 
General information
The head of the enterprise with which the contract is concluded (an employment contract with the general director of the LLC (sample) will be presented below) is the founder, and at the same time he is the same full-fledged employee of the company as the rest. In this regard, the norms of the Labor Code are fully applicable to him. The head performs his professional duties, has the right to social and other deductions, which are prescribed by law. Nevertheless, the question remains whether it is necessary to conclude an employment contract.
General Director of LLC: GK and TK
Supporters of the opinion that the contract is not needed reinforce their point of view with reference to the provision of Art. 273 shopping mall. In accordance with them, the general director, acting as the sole founder, is excluded from ch. 43 shopping mall. Also, supporters of this position refer to Art. 182 Civil Code. It provides that the representative does not have the right to make transactions on behalf of a person who represents himself. He also cannot carry out such actions in relation to another person, of which he is also a representative. The exception is cases of commercial representation. It follows from this that he is not entitled to sign an employment contract with the general director - the sole founder - on behalf of the employee and the employer. There is one more argument that proponents of this opinion make. It is a letter from the Federal Employment and Labor Service. However, a number of specialists disagree with this position and consider that it is necessary to conclude an employment contract with the general director - the sole founder.
Arguments
Begin with the fact that, indeed, Art. 273 TC indicates that the norms of Ch. 43 apply to company executives regardless of their legal form and type of ownership, except when:
- The head of the enterprise enters as his sole founder (participant), member of the organization, property owner.
- The company is managed by agreement with another company (manager) or individual entrepreneur.
Despite the fact that the provisions of Ch. 43 do not act on managers, the norms of the Labor Code apply to them. In Art. 11 a list of persons is fixed on which the norms of the Labor Code do not affect. These include:
- Military personnel in the course of duty.
- Members of the supervisory bodies (boards of directors), except when an employment contract has been signed with them.
- Individuals carrying out work activities in accordance with the terms of civil law agreements.
- Other entities, if established in the Federal Law.
TC: clarification
The provisions contained in the Labor Law regulate workers and other relations directly related to them.The basis for the emergence of these interactions is the agreement that is concluded between the employer and the worker. This provision is recorded in Art. 16 shopping mall. According to Art. 20 of the Code as subjects of labor relations are the employee and the employer. The first is an individual who enters into a working relationship with the enterprise. The employer is a legal entity or a citizen, respectively, entering into similar interactions with the employee. It follows that the whole organization as an employer acts, and not its specific representative.
A company existing as a legal entity, regardless of the number of employees and their status, through its bodies acquires rights and performs duties independently. Thus, the heads of enterprises, which are their sole participants (founders), are not excluded from the regulation of the provisions of the Labor Code. This means that they, as well as other employees, are subject to all the requirements of the Labor Code. In particular, the provisions of the Code establish that when hiring an employee, in this case a manager, an employment contract must be drawn up with the general director of the LLC. The sample document contains columns in which the signatures of the parties are placed. In this case, the head will put them both as an employee and as a representative of the company. The above link to Art. 182 Civil Code is not based on the norms of the Customs Code. Therefore, one cannot say that as an employee and a tenant at the same time, the general director cannot assure the employment contract. A sample document must be filled in according to the rules contained in the TC. 
Inadequacy of the application of the rules of the Civil Code
According to experts, you can not be guided by the provisions of the Civil Code in this matter. This is due, for example, to the fact that the Civil Code does not regulate relations between entities engaged in commercial activities, or transactions involving them. Entrepreneurship is a relatively independent activity. It is carried out at its own risk and is aimed at acquiring profit from the use of property, sale of goods, performance of work, etc. by persons registered in accordance with the procedure established by law.
Labor law regulates working relationships and other activities directly related to them. The activities of the leader as a public worker belong to the sphere of regulation of the Customs Code, but not to commercial activities. In this case, the whole company is engaged in entrepreneurship, but not its head personally. In this regard, the application of Art. 182 of the Civil Code for labor relations is unreasonable. In addition, this rule does not change the procedure in accordance with which an employment contract is concluded. The General Director of the OJSC and another organization should be enlisted in the state in accordance with the requirements of the Labor Code. In particular, this is done by issuing an appropriate order and concluding an agreement.
Recruitment
In accordance with Art. 16 of the Labor Code, the beginning of an employment relationship is recorded in the contract of an established form between the employer and the employee. The beginning of work activities of the head of the enterprise is also certified by paper. In this case, as with other employees, labor Relations with the general director by agreement. The head of the company is appointed or elected to his post by the participants of the enterprise. If the founder is one, then, accordingly, the decision lies with him.
In this case, the order indicates that the member of the company appoints himself to the position of leader. Further, in accordance with this decision, an appropriate employment contract is concluded.As for the form of the contract, the regulatory features stipulated by Chapter 43 of the Labor Code do not apply to cases when the sole participant in the legal entity acts as the head. It follows that the contract should be drawn up in accordance with the general rules for such documents. 
Contract features
An employment contract is a document representing an agreement between an employer and an employee. In accordance with this paper, the first undertakes to provide the latter with tasks related to and due to the corresponding professional function. The employer also provides the employee with appropriate labor conditions provided for in industry legislation or other legal acts that contain labor standards, collective agreements, and local documents.
The obligations of the employer, according to the contract, include, among other things, the establishment of a salary, timely payment in full with all allowances and other accruals. The employee, in turn, must perform the work personally assigned to him within the framework of the agreement, comply with the discipline rules in force at the enterprise, and follow the job description. The agreement establishes the liability of both parties for violations of the conditions, disciplinary measures, the procedure for dismissal from the enterprise. In addition, an integral part of the contracts is an indication of the possibility of resolving conflicts according to the rules established by law, including the right to apply to trade unions and inspectorates.
Employment contract with the founding CEO of LLC: sample (basic information)
The content of the document is regulated in Art. 57 shopping mall. This article indicates the information that an employment contract with the general director of an LLC must contain. The sample, in particular, includes graphs for:
- FULL NAME. the employee and the name of the employer who enter into the agreement.
- Information about the documents provided by the employee, which confirm his identity.
- TIN (for employers).
- The data of the representative of the employer (if any) who signed the labor contract with the CEO, and the reasons why he has such authority.
- Places and dates of signing the agreement.
Other required items
The employment contract with the general director also includes the name of the place of work, its function in the enterprise. The latter should be understood as job by position, specialty or profession indicating qualifications, as well as the specific type of activity that is assigned to the employee. In particular, a part-time employment contract may be concluded with the general director. The agreement should include the date on which his duties began. If a fixed-term contract is signed, then the period of its validity and the reasons in accordance with which such an agreement is concluded shall be indicated. An employment contract with the general director must contain the terms of payment for his work. Among them, the sizes of tariff rates or official salaries, incentive payments, allowances and other surcharges are also indicated. An employment contract with the general director also includes a clause establishing the employee’s work schedule and rest time. This condition is added to the contract if it differs from those accepted for all other employees of the enterprise. The agreement must contain a clause on mandatory social insurance for the director under the norms of the Labor Code and other federal laws. Depending on the specifics of the enterprise, the contract includes other conditions stipulated by the Labor Code or other industry normative acts. 
Agreement signing
Opinions on this issue are also mixed. According to Art. 40, paragraph 1 of the Law governing the LLC, the election of the sole executive body is carried out at a general meeting.The term of his powers is established in the same manner. An exception is cases when in the Charter of the company the solution of these issues is within the competence of the board of directors. The agreement between the company and the person who performs the functions of the executive body is signed by the chairman of the general meeting. For cases where only one founder is present, the provisions of the Law governing the activities of the LLC apply. In accordance with them, if the company consists of one member, then decisions on issues that are within the competence of the general meeting are taken by him personally and executed in writing.
Specificity
When determining the mode of work of the general director, as a rule, an irregular day is set. As for the period during which the agreement is valid, then in this case they are usually guided by the Charter of the organization. In its provisions, it can be established that the CEO is elected for a specific term. It can be 3, 5 years or another period. If there is such a clause in the Charter, the contract must indicate that it is urgent. 
Finally
Civil law does not limit the ability of an individual acting as the sole participant (founder) of an organization to appoint himself as an executive (sole) body. At the same time, the TC does not contain reservations regarding the effect of the rules on such superiors or indicating the absence of the need to formalize formal working relations. However, in order to comply with the general rules provided for in the Labor Law, it is necessary to draw up relevant agreements. Paperwork does not differ in general from contracts that are concluded with ordinary employees. As an example, take the employment contract of the deputy general director or any other official from the enterprise management apparatus. All documents must contain items stipulated by law.
Download an employment contract with the CEO
