All employees of an enterprise who carry out labor activities for its benefit in order to make a profit must be officially employed, and their activities are subject to payment in the amount established by wages, taking into account additional payments. The Labor Code regulates the need to register employees holding management positions, even if they are the founders of the company.
Registration of a manager for work
The procedure for hiring a director has a number of features that distinguish the employment of an ordinary employee from that of a manager. Both one of the founders of the company and any person with appropriate qualifications and experience can apply for a leadership position.
To hire a director, the founders of the company should organize a meeting in advance, at which a decision must be made on the appointment of a specific person to the position of director and minutes must be drawn up. This document will subsequently be grounds for hiring a director specific citizen.
If an enterprise has several founders, then the protocol must contain the signature of each of them. If there is only one founder, then he independently makes the decision to appoint a manager.
Minutes of the meeting of the Society's participants
In the case of two or more founders of the company, the basis for hiring a director is the minutes of the meeting of company participants. In some cases it is allowed registration of labor relations with managers by decision of one of the founders, who was chosen by the rest of the participants as the commissioner.
The document justifying the hiring of an employee must contain information about the percentage of ownership of company property by the participants.
The decision of one founder
The appointment of a director in the case of the sole creation of an LLC is carried out through formalization of the decision. It is worth noting that the order documentation must match the date of its registration with the date of the founder’s decision.
The document must contain information:
- Date and place of decision.
- Founder's initials.
- Indication of 100% ownership of the authorized capital
- Name of the enterprise and its details.
- The decision to appoint a specific person as director.
- Personal data of the citizen appointed as the head of the company.
- Date of entry into office.
- Period of authority.
- Order to amend the register.
- Signature.
Features of extension of powers
When appointing a manager to a position, the contractual agreement, as well as the minutes of the general meeting or the sole decision of the founder must include information about the period of cooperation.
At the end of the agreement, an appropriate decision of the founders is required to extend the powers of the director. The document must be in writing on company letterhead and contain information about the extension of the powers of an existing director.
How does the registration process work?
During the activities of an enterprise, many controversial situations arise, the resolution of which is possible only through the founders, who are authorized persons to conduct financial and legal transactions with a business entity.
The document must be drawn up in accordance with the requirements of the law, the provisions of the statutory documentation and the competence of the company's participants.
Any important decision must be made on general meeting, the result of which is decision making. It must be drawn up in the form of a protocol containing information:
- date of the general meeting;
- registration number;
- participants of the meeting, indicating the contributed share to the authorized capital;
- agenda;
- voting results;
- decision;
- signatures of all meeting participants.
Based on the protocol, a decision is drawn up, which must contain the required sections:
- decision to create;
- determination of legal address;
- approval of statutory documentation;
- appointment of a director to the position;
- resolving the issue of enterprise printing;
- determination of the person responsible for carrying out registration actions.
Creation of an LLC
The minutes of the general meeting of founders and their decisions are not regulated by specific forms. They can be compiled in any form. The main requirement for them is to display all the required information.
FAQ
Appointment to the position of manager is accompanied by a number of issues, knowledge of which is necessary for the competent preparation of documentation and management of the company.
Who can be a director?
The head of an enterprise can be one of its founders or an outsider. In this case, the following rules are legally defined:
- the sole founder can independently appoint himself as a director;
- the same person has the right to occupy a leadership position in several organizations;
- in the absence of Russian citizenship, you can occupy a leadership position only after obtaining permission from the migration service.
Who signs the employment contract?
An employment contract is signed by two parties, one of which is the head of the company appointed to the position. As an employer, the signature is affixed by the founder (if he is the only one) or the authorized founder (if there are several participants).
Is an order for the appointment of a manager necessary if there is a decision of the founders?
Labor relations between an employee and an employer are regulated by legislation, which clearly stipulates the procedure for hiring a person. In this case, the mandatory stages of registration are:
- conclusion ;
- issuing an order to assign duties.
Is it necessary to enter information into the register about changes in the management of the enterprise?
If information is not entered into the Unified State Register, the newly appointed director does not receive management powers. All documents signed by him can subsequently be challenged in court and declared invalid. Troubles from the tax service due to non-payment of taxes are also possible.
How to change the head of an organization?
The director may be replaced before the end of the cooperation period in case of violation or failure to fulfill the contractual conditions provided for in the Charter and the employment contract. The procedure for appointing a new manager is carried out according to the standard procedure. In this case, it is necessary to record the changes in the Unified State Register of Legal Entities.
You can learn everything about the responsibility of the founders and directors of an LLC in this video.
The general director of a limited liability company can be appointed by decision of the general meeting of founders (subclause 4, clause 2, article 33, clause 1, article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ) or the sole participant OOO.
Note! One of the LLC participants or any other person can be appointed as a director.
The decision of the general meeting is enshrined in the minutes, drawn up in writing (Article 39 of Law No. 14-FZ).
There are no requirements for its content at the legislative level. Wherein:
- Typically, the text of the decision is placed on the organization’s letterhead. Otherwise, it is necessary, in addition to the name of the organization, to indicate its registration data.
- The place (settlement) and date of the decision are indicated. But a decision number is not always assigned.
- The decision on election to the position of general director is indicated. The full name of a specific citizen, his passport details and registration address, and the date of election are registered.
- The term of office is not necessary to indicate, since it is determined in accordance with the organization’s charter (Clause 1, Article 40 of Law No. 14-FZ).
The decision of the sole participant to appoint a general director
Note! In the case when the general director is appointed as the sole participant of the LLC, the document is called the decision of the sole participant.
The document reflects:
- date and place of decision;
- surname, name, patronymic of the only participant, details of his passport, registration address;
- size of share in the authorized capital (100%);
- details of the person appointed as director.
The document is signed by the sole participant of the LLC.
A sample of this document can be found below:
Decision to extend the powers of the General Director (sample)
This document must also be in writing. Its contents are similar to those listed above. The wording on the appointment of the same citizen to the position of general director, if his powers have not been terminated, is not used.
Note! The text of the decision is either placed on letterhead or must contain information about the name and registration data of the LLC.
The template of the mentioned document can be downloaded from the link:
So, the decision to appoint a general director of an LLC expresses the will of the participants or the sole participant of the organization to choose the executive body of the legal entity. Such a document is drawn up in any form, but must be in writing.
Samples of agreements, contracts,
Samples of applications, appeals,
Congratulations, toasts, recipes
A mandatory document included in the package when submitted to the registration authority when creating a new Limited Liability Company is the Minutes of the General Meeting of Founders.
This protocol contains all the information about the newly created legal entity and must contain:
1. place and date of the General Meeting of Participants
2. list of participants with their details
3. list of issues to be considered.
- decision to create an LLC
— decision to approve the Charter
— decision to conclude an Agreement on the establishment of the Company (if desired)
— decision on the amount of the Authorized Capital with the distribution of shares between the Participants
— decision on the appointment of the General Director
— approval of the print sketch
- appointment of a person responsible for the production of the seal
— instructions to be an applicant during registration
5. Signatures of the Participants.
Sample minutes (sample) of the general meeting of the founders of a limited liability company upon its establishment
General Meeting of Founders
Limited Liability Companies
______________ "__" ______ 20__
1.______________________________________ (FULL NAME.), passport of a citizen of the Russian Federation series ____ No. _________, issued _________________________________________________________ __.__.20__, subdivision code ___-___, registered: Russian Federation, ______, city _______, street _______________, building __, apt. __ (share in the Authorized Capital ____%);
2.______________________________________ (FULL NAME.), passport of a citizen of the Russian Federation series ____ No. _________, issued _________________________________________________________ __.__.20__, subdivision code ___-___, registered: Russian Federation, ______, city _______, street _______________, building __, apt. __ (share in the authorized capital ____%).
1. On the creation of the Limited Liability Company “_______________”.
2. On approval of the Charter of the Company.
3. On the signing of the Agreement on the establishment of the Company.
4. On vesting the Company with the Authorized Capital. On the distribution of shares between the Founders.
5. On appointment to the position of General Director of the Company.
6. About the location of the Company.
7. On approval of the print sketch.
8. On the appointment of the person responsible for the production of the seal.
9. On the assignment of representing the interests of the Company.
1. In accordance with the Federal Law “On Limited Liability Companies”, create a Limited Liability Company “____________”. The decision was made unanimously.
2. Having considered the provisions of the Company’s Charter, a decision was made to approve it. The decision was made unanimously.
3. Having considered the provisions of the Agreement on the establishment of the Company, we decided to conclude it.
The decision was made unanimously.
Shares in the Authorized Capital of the Company are distributed as follows:
1) __________________________________ makes a cash contribution in the amount of _____ (________ thousand) rubles, which is ___% of the Company’s authorized capital;
2) __________________________________ makes a cash contribution in the amount of _____ (________ thousand) rubles, which is ___% of the Company’s authorized capital.
The decision was made unanimously.
5. Appoint ____________________ to the position of General Director of the Company.
The decision was made unanimously.
The decision was made unanimously.
7. Approve the sketch of the Company's seal.
The decision was made unanimously.
8. Appoint the General Director of the Company responsible for the production of the seal.
The decision was made unanimously.
9. Instruct ___________________________ to be the Applicant on the issue of state registration.
The decision was made unanimously.
Examples of statutory agreements of a company
The All-Obraztsy.rf portal will tell you:
how the minutes of the general meeting of the founders of a limited liability company are written when establishing it,
Online magazine for accountants
A decision was made to create a company. Now you need to appoint the head of the new organization. Since the company has several founders, a protocol of the general meeting of participants on the appointment of a director of the LLC is needed. Our specialists have prepared a completed 2017 sample especially for portal readers.
If there are several founders, a protocol is needed
The head of the organization is appointed by the owners of the company. If there is only one founder, then the appointment of a director to the position is formalized by a decision on the appointment of a general director.
If there are several co-founders, then you need a protocol of the general meeting of participants on the appointment of a general director (Article 63, paragraph 3 of Article 69 of the Federal Law of December 26, 1995 No. 208-FZ, Article 37 and paragraph 1 of Article 40 of the Federal Law of 02/08/1998 No. 14-FZ). When drawing up the protocol, it is necessary to indicate the period for which the employment contract is concluded. Let us remind you that the maximum duration of an employment contract with a director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).
Especially for readers of the portal, our experts have prepared a completed sample of the minutes of the general meeting of participants on the appointment of a director.
general meeting of participants of Yuno LLC
Form of conduct: joint presence (meeting)
Venue of the general meeting: Moscow, st. Mitinskaya, 57
Time of the general meeting: 06.23.2017, 14.00
The total number of members of the Society is 3
3 members of the Company are present at the meeting
Alexey Yurievich Zipunov
Roman Petrovich Karamyshev
Savva Ivanovich Dolgopyatov
Secretary of the meeting: Savva Ivanovich Dolgopyatov
Election of the General Director of the Company and signing of an employment contract with him.
A.Yu. Zipunov with a proposal to elect Victoria Valeryevna Kruglova as General Director of the Company (passport series 45 07 No. 125420 issued by the Mitino Department of Internal Affairs
Victoria Valerievna Kruglova (passport series 45 07 No. 125420 issued by the Mitino Department of Internal Affairs
Moscow, subdivision code 772-049, January 29, 2004), living at the address: Moscow, Pyatnitskoe highway, 35, apt. 420, from September 15, 2007 and sign an employment contract with her for a period of
The signing of an employment contract with Victoria Valerievna Kruglova is entrusted to a member of the Company, Alexey Yuryevich Zipunov, on the terms set out in the attached draft employment contract.
Chairman of the meeting ______________ A.Yu. Zipunov
You can also download a completed sample decision on the appointment of a general director.
After the protocol we sign the agreement
The director of the enterprise, despite his special role in the life of the organization, is an employee and acts within the framework of an employment contract (Article 40 of the Federal Law of 02/08/1998 No. 14-FZ, Article 69 of the Federal Law of 12/26/1995 No. 208-FZ) .
An employment contract with a director can be drawn up in any form, including all the necessary information, conditions and guarantees provided for by current legislation (Chapter 10.11 of the Labor Code of the Russian Federation). A written form of the agreement is required (Article 67 of the Labor Code of the Russian Federation). You need to print two copies:
On the employer's copy, the general director must sign for receipt of his copy.
Since 2017, organizations can use the form of a standard employment contract, approved by Decree of the Government of the Russian Federation of August 27, 2016 No. 858. If the employer is a micro-enterprise, then using this form will allow you not to develop local regulations, provided that all the necessary information is specified in the standard contract.
Also:
This post has no comments yet.
Advance: how to calculate from salary and how much percent it is
Book of purchases and sales from October 1, 2017: new VAT forms
New invoice form from 10/01/2017: form and sample filling
New forms of personalized accounting: SZV-STAZH, ODV-1, SZV-KORR and SZV-ISKH
Personal data: stricter liability for employers from July 1, 2017
ONLINE MAGAZINE FOR ACCOUNTANTS
We are in social networks
Help us become better!
Our contact email
subscribe to news
Enter your email to stay up to date with the latest news and announcements on the site.
Thank you for reaching out!
Your question has been sent to the portal experts!
Protocol on the change of general director
The general meeting of founders can be either regular (with a set frequency) or unscheduled (due to the need to make local decisions). Each official meeting of the LLC founders must be documented.
The appointment of a general director can also be either planned (due to the expiration of the employment contract) or unplanned (early on the initiative of the employee or employer).
In any case, the decision to change the director of the company must be recorded by a decision of the meeting of the company's participants (subclause 4, clause 2, article 33, clause 1, article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ) .
In case of extension of the powers of the company's chief executive, it is also necessary to record this decision with a similar agreement.
What must be indicated in the protocol
In this protocol on the change of general director, it is necessary to specify:
date and place of the meeting;
Full name of the chairman and secretary of the meeting;
final decisions (whose powers and when to terminate/who to appoint, from what date, and for what period).
The meeting is chaired by the chairman, and the meeting secretary records the results.
The founders' protocol on the change of director is drawn up in any form. The information contained in it will be checked by a notary when certifying the application on form P14001 to the Federal Tax Service, so it must be complete. It is not necessary to assign a document number.
Is it necessary to fix deadlines in the decision of the general meeting?
In the future, the minutes of the general meeting on the change of director are the basis for concluding an employment contract with the director and issuing orders for hiring and taking office. If the document does not indicate the term of office of the manager, then the employment contract will be concluded for the period established in the company’s charter. If the term is not fixed either in the charter or in the minutes, then the term of office of the head of the company will be determined for 5 years.
Is a protocol required when changing the director’s last name?
If the personal details of the manager change, there is no need to convene an extraordinary meeting. Employees of the FMS bodies independently transmit data on changes in surnames to the Federal Tax Service (Article 31 of the Federal Law “On Amendments to Certain Legislative Acts of the Russian Federation”). Further changes will be reflected in the Unified State Register of Legal Entities.
If the company has only one founder, then the document reflecting the fact of the change of the first person of the company is called the decision of the sole participant to appoint a director.
Form of minutes of the meeting of founders on the change of director, sample
the most important articles for you
Dismissing a director at his own request is not an easy procedure. It takes more time to complete it than when an ordinary employee leaves the organization. In this article we will look at the main stages of terminating an employment contract with a manager.
The head of the company is the executive body. He is elected for a period determined by the Charter of the JSC or LLC. And the procedure for changing the general director in an LLC in 2017 is regulated by articles of the Labor and Civil Code.
Full or partial copying of materials is prohibited,
Sample resolution of the founders on the appointment of a director
Send by mail
You will not find a sample decision of the founders on the appointment of a director among the legally approved forms. This document can be in any form, but its contents must meet legal requirements.
Decision of the meeting of owners (founders of the company) on the appointment of a director
The head of the organization (director, general director) can be appointed in the only way - by decision of the general meeting of the owners of the enterprise. This procedure is regulated by clause 2 of Art. 33, paragraph 1, art. 40 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ. The minutes of such a meeting or the decision on the appointment of a director extracted from it is the main document indicating the powers of the director.
The manager can be either one of the founders or any employee. The procedure for approving a candidacy is always the same.
The protocol is drawn up in free form, always indicating the date. It must contain registration information about the enterprise, information about the founders and their shares in the authorized capital. The title of the manager's position (director, general director) in the decision must coincide with what is specified in the charter of the enterprise. The protocol should include the passport details of the elected leader. It is not necessary to indicate the term of powers, since they are in the company’s charter.
When a director is re-elected due to the expiration of his term of office or early, it is also necessary to convene a general meeting of founders. A sample will help you correctly formalize the founders’ decision to appoint a director.
The decision of the sole founder to appoint the general director of the LLC
In the case where the founder of the enterprise is one person, such a document will be called a decision of the sole participant or founder.
Any individual can be appointed to a leadership position (general director, director), but in most cases the founders themselves become at the helm of the company or entrust the business to close relatives.
Sample resolution of the founder on the appointment of a director
Registration of labor relations with the appointed manager
A special feature of the agreement on hiring a manager is that on the part of the employer, on behalf of the enterprise, it is signed by the owner or the only participant authorized by the general meeting.
In the case where there is only one owner and he appoints himself to the position of director, an ambiguous situation arises. On the one hand, to conclude an agreement there must be two parties and signing an agreement with oneself is unacceptable. On the other hand, no one deprives a director of the right to enter into an agreement with the company, even if he is a sole founder and assumes the responsibilities of a director. It is important to understand here that such an agreement is signed by one person who acts as a founder and as an employee at the same time.
IMPORTANT! In addition to the decision of the participants or the sole founder of the company to appoint a director and an employment contract, an order for hiring a director is issued. These documents must be from the same date. Data about the manager must be entered into the Unified State Register of Legal Entities.
You will find out what personnel documents still need to be issued for the director in the articles:
Results
In order for the director of an enterprise to take office, a decision on the appointment of the general director of the LLC, drawn up according to one of the forms proposed above, an employment contract between the enterprise and the director and an order for employment are required.
Be the first to know about important tax changes
Have questions? Get quick answers on our forum!
Sample of Minutes No. 1 of the General Meeting of Founders 2017
General meeting of founders
Limited Liability Company "Romashka"
Form of holding a general meeting – meeting (joint presence)
Venue of the general meeting: 117105, Moscow, sh. Varshavskoe, 37, building 1, office. 4
The start time for registration of persons entitled to participate in the general meeting is 9-40
The closing time for registration of persons entitled to participate in the general meeting is 9-50
Opening time of the general meeting – 10-00
Closing time of the general meeting – 10-30
Chairman of the general meeting – Ivanov Ivan Ivanovich
Secretary of the general meeting – Petrov Petr Petrovich
Total founders of the Company included in the voting lists:
Ivanov Ivan Ivanovich, born January 3, 1981, passport of the Russian Federation citizen: 4507 111222, issued on February 23, 2004 FMS DISTRICT MNEVNIKI OF MOSCOW CITY OFFICE No. 1, subdivision code 770-345; place of residence: 115409, Moscow, sh. Kashirskoye, 45, building 2, apt. 245; TIN 777453627222
Petrov Petr Petrovich, born on April 5, 1978, Russian Federation citizen passport: 3245 544444, issued on February 28, 2008 by the Department of Internal Affairs of the CITY of KRASNOYARSK, division code 455-432; place of residence: 660074, Krasnoyarsk region, Krasnoyarsk, st. Leningradskaya 1st, 32, building 1, apt. 22
Total: 2 founders
All founders of the Company are present at the general meeting, a quorum (100%) is present, the general meeting is authorized to make decisions on all issues on the agenda.
1. Election of the chairman and secretary of the general meeting of founders and assignment of duties for counting votes.
2. Establishment of the Limited Liability Company "Romashka".
3. Approval of the Company's corporate name.
4. Approval of the size of the authorized capital of the Company, as well as the procedure, method and timing of the formation of the Company’s property.
5. Approval of the size and nominal value of the shares of the founders of the Company.
6. Approval of the location of the Company.
7. Conclusion of an agreement on the establishment of the Company.
8. Approval of the Company's Charter.
9. Election of the General Director of the Company.
10. Determination of the procedure for joint activities of the founders to create the Company and carry out state registration of the Company.
11. Payment of the state fee for state registration of the Company.
12. Approval of the sketch of the Company’s seal with the appointment of a person responsible for the production and storage of the seal.
1. On the first item on the agenda –
Elect Ivan Ivanovich Ivanov (hereinafter referred to as the Chairman) as the chairman of the general meeting of the founders of the Society, and Petrov Petrov Petrovich (hereinafter referred to as the Secretary) as the secretary of the general meeting of the founders of the Society.
The decision was made unanimously.
2. On the second item on the agenda –
Establish the Limited Liability Company "Romashka".
The decision was made unanimously.
3. On the third item on the agenda –
Full corporate name of the Company in Russian: Limited Liability Company “Romashka”.
Abbreviated corporate name of the Company in Russian: Romashka LLC.
The decision was made unanimously.
4. On the fourth item on the agenda –
Approve the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100%.
Payment is made in cash in the amount of 10,000 (ten thousand) rubles 00 kopecks, which is 100% of the authorized capital of the Company.
At the time of state registration of the Company, the authorized capital of the Company is paid in the amount of 0.00 rubles. 100% of the authorized capital of the Company in the amount of 10,000 (ten thousand) rubles 00 kopecks will be paid within 4 (four) months from the date of state registration of the Company.
The decision was made unanimously.
5. On the fifth item on the agenda –
Approve the size and nominal value of the shares of the founders of the Company in the following order:
Ivanov Ivan Ivanovich 5,000 (five thousand) rubles 00 kopecks, which is 50%
Petrov Petr Petrovich 5,000 (five thousand) rubles 00 kopecks, which is 50%
The decision was made unanimously.
6. On the sixth item on the agenda –
Approve the location of the Company (location of its permanent executive body): Russian Federation, 117105, Moscow, Varshavskoe highway, building 37, building 1, office 4.
The decision was made unanimously.
7. On the seventh item on the agenda –
Conclude an agreement on the establishment of the Company.
The decision was made unanimously.
8. On the eighth item on the agenda –
Approve the Charter of the Company.
The decision was made unanimously.
9. On the ninth item on the agenda -
To elect Ivan Ivanovich Ivanov as General Director of the Company, born January 3, 1981, passport of a citizen of the Russian Federation: 4507 111222, issued on February 23, 2004, FMS DISTRICT MNEVNIKI OF MOSCOW CITY OFFICE No. 1, subdivision code 770-345; place of residence: 115409, Moscow, sh. Kashirskoye, 45, building 2, apt. 245; TIN 777453627222 for a period of 3 years.
Instruct the Chairman to sign on behalf of the Company an employment contract with the General Director after state registration.
The decision was made unanimously.
10. On the tenth issue of the agenda -
Register the Company and the Company's Charter in the manner prescribed by law. All actions related to the registration of the Company, as well as actions necessary to start the activities of the Society, which must be performed by the founders, as well as the costs of performing these actions, are assigned to the Chairman. If the Company is not registered, expenses must be compensated in proportion to the shares of the founders in the authorized capital of the Company. Disputes regarding compensation for expenses are resolved in court.
The founders of the Company bear joint liability for obligations related to the establishment of the Company and arose before its state registration.
The decision was made unanimously.
11. On the eleventh item on the agenda -
Instruct the Chairman to pay the state fee for state registration of a legal entity on his own behalf for all founders.
The decision was made unanimously.
12. On the twelfth item on the agenda -
Approve the sketch of the Company's seal. Appoint the General Director of the Company, Ivan Ivanovich Ivanov, as responsible for the production of the seal.
The decision was made unanimously.
________________/ Ivanov I. I.
________________/ Petrov P. P.
zakonosfera.ru
The main nuances of establishing an enterprise in the form of an LLC
LLC refers to commercial organizations whose main purpose is to create profits distributed among participants.
The main difference between an LLC and other collective enterprises is that liability for the obligations of a participant in this organizational and legal form of entrepreneurship is limited to the amount that the founder paid when creating the company as his part of the authorized capital.
And although some critics consider the disadvantages of an LLC to be that to establish it you must have an authorized capital of at least 10 thousand rubles, as well as a bank account and a seal, these are rather advantages, thanks to which almost any citizen can open an enterprise.
Also, the disadvantages of an LLC include a more complex procedure for its registration compared, for example, with the registration of an individual entrepreneur. But even here, the steps to create an LLC are still quite simple and, what is especially valuable, they have a clear algorithm limited by laws.
A short list of basic documents for creating a limited liability company
Registration of an LLC is detailed in many regulatory laws of the Russian Federation, among which the main ones are the following:
- Law No. 14-FZ of 02/08/1998 “On Limited Liability Companies”;
- Law No. 129-FZ of 08.08.2001 “On state registration of legal entities and individual entrepreneurs”;
- Government Decree No. 506 of September 30, 2004 “On approval of the Regulations on the Federal Tax Service.”
And also some changes in the conditions for registering LLCs were introduced by Law No. 67-FZ on January 1, 2016.
General requirements for the composition of documentation for opening a company
Currently, when registering an LLC, there are two options for the documentation portfolio. In the first case, when the founders include both individuals and legal firms, the following list of documents is provided:
- notarized copies of passports of the company founders, director and chief accountant;
- minutes of the general meeting of the founders;
- charter;
- constituent agreement (if there is more than one founder);
- lease agreement for a building or apartment (office);
- certificate of ownership of the rented building/apartment;
- orders for hiring a director and chief accountant;
- acts on the inclusion of material assets (property) of the founders in the authorized capital;
- receipts and cash receipts for amounts received into the authorized capital from the founders;
- statements of legal entities-founders. These applications are drawn up in accordance with a special form P11001, which lists all the documentation required for this: charter, constituent agreement, minutes of the meeting of founders, an extract from the minutes confirming the rights of the head of the company, a copy of the manager’s passport, an extract from the Unified State Register of Legal Entities, a certificate of assignment of the OGRN, a letter from tax inspectorate about registration, TIN certificate. All copies are certified by a notary.
In the second option, in which, in addition to domestic enterprises, the founders of the LLC also include foreign citizens and foreign legal entities, copies of all documents submitted in a foreign language are notarized.
Circumstances are also provided for when the authorized capital of a company is made up of property contributions. In this case, to confirm these deposits you must have the following documents:
- certificate of ownership;
- technical passport for the property;
- property warranty card;
- the value of the transferred property.
At the same time, on the basis of the submitted documents, an assessment report is drawn up, as well as the acceptance of this property onto the balance sheet of the LLC.
Drawing up minutes of the meeting of LLC founders
General meetings of an LLC are held with a frequency determined by the statutory provisions of a particular company. In particular, annual meetings must be organized. As for the meeting of LLC founders, it is held only once, since after it is held, the status of the founder changes to the status of a participant.
This is the difference between these concepts.
Thus, the founders are legal entities and individuals participating in the initial creation of the LLC. Passport data of individuals and basic details of legal firms that are founders are entered into the Unified State Register of Legal Entities. And this list of founders remains unchanged throughout the existence of the enterprise.
But the list of participants may change either towards expansion in the case of the admission of new members, or reduction in the case of expulsion of previous members.
Thus, after the first meeting, the founders become participants, members or shareholders of the created enterprise.
In what cases is it necessary to draw up minutes of a meeting?
If there are two or more founders, the Minutes of the meeting of founders must be drawn up. When the founder is only one individual or one legal entity, the first constituent document is the decision of its sole founder on the intention to create an enterprise. In this case, the minutes of the meeting of founders are not drawn up.
The gathering of the founders for holding the constituent meeting is recorded in the form of appropriate notifications, which indicate the date of the meeting and its tentative agenda. These invitations are sent to all interested parties.
Sample notice of convening a constituent meeting
Nuances of holding a meeting of LLC participants
The rules for drawing up the Minutes of the meeting of founders are regulated by Article No. 181.2 of the Civil Code of the Russian Federation.
The protocol of the founders requires that the following mandatory provisions be recorded.
- Place and date of the event.
- List of founders. For founders - individuals, passport data is recorded. For founders representing legal entities, enter: the full name of the enterprise; legal address; OGRN, KPP and TIN codes; Full name and passport details of the representative of the legal entity.
- Chairman of meeting.
- Secretary of the meeting.
- Agenda
- Contractual obligations of the founders to coordinate their actions, which are reflected in a separate agreement on establishment.
- Results of the voting.
The agenda of the meeting must include the definition of the main characteristics of the future enterprise:
- full name of the enterprise indicating its organizational and legal form in the form of LLC;
- legal address;
- the size of the authorized capital with the distribution of its shares;
- charter;
- Full name of the director.
An example of the minutes of the founders' meeting is given below.
It must be especially emphasized that voting on all issues on the agenda must be decided exclusively unanimously. If there is no unanimous approval of the issues, LLC registration will be denied. When the registration of the enterprise has already been carried out, then in the minutes of the general meeting of participants or shareholders it is possible to approve decisions made not unanimously, but by a simple majority or 3/4 of the votes, depending on the category of the problem.
Making a decision on opening an LLC with a single founder
In general, the number of LLC founders can range from one to fifty. Registering an LLC with one founder is a fairly widespread practice.
In the case where the founder of an LLC is only one individual or legal entity, this fact is recorded in the protocol of the decision on the establishment of the enterprise. To register a company, presentation of this protocol is mandatory. The official name of the Minutes of the meeting to decide on the establishment of an LLC may look like this - “Decision of the sole founder on the creation of a Limited Liability Company.”
A sample decision of the sole founder to create an LLC is shown in the photo.
The given example is not an approved canon, but just one of the solution options. For example, this decision can be formalized in the form of ordinary minutes of a general meeting, in which the founder has the sole casting vote, and the remaining participants in the meeting have only an advisory vote.
Appointment of the General Director
Appointment to the position of director of an LLC is the very first step in the activities of a newly created enterprise. This appointment is usually formalized by order No. 1, which is signed primarily by the “freshly made” director himself. The source for issuing an order to appoint the chief executive is the corresponding entry in the minutes of the constituent meeting or in the decision of the sole founder.
An example of an order for approval of the chief executive of an LLC is shown in the photograph.
Should a notary certify documents?
Notarization of an order for appointment to the position of general director of an LLC when creating an enterprise is not regulated by law. It's a different matter when it comes to replacing the old head of an enterprise. In this case, when approving a new manager, it becomes necessary to adjust the basic information about the company in the Unified State Register of Legal Entities. To adjust the entry in the Unified State Register of Legal Entities about the change of the main director, an application is submitted to the relevant tax service in form No. P14001, where the Title page, Sheet K (page 1 for the old director, pages 1–2 for the new director), Sheet R (page 1–4).
If, when submitting an application, all founders sign in the presence of the tax inspector accepting the documents, then notarization is not required. In practice, all signatures of the founders are certified by a notary. However, the personal presence of all LLC participants at the notary is not required. It is enough for him to have the applicant himself - the new director of the company, authorized to sign the necessary documents.
As for the notarization of other registration forms, the following documents must be certified by a notary:
- certificate of registration of a legal entity;
- charter;
- certificate of state registration of a legal entity;
- decision to create an LLC;
- decision or minutes of the general meeting on a change of director.
Procedural actions for creating an LLC begin with convening a meeting of interested parties, which serves as the basis for drawing up minutes of the meeting of founders. Russian legislation clearly regulates the form of drawing up this document, which includes a mandatory list of the most important characteristics of the enterprise being created. When the founder of an LLC is only one individual or legal entity, the minutes of the founding meeting are replaced by a decision on the establishment of a new enterprise, which is approved by the signature of the sole founder.
small-business-idea.rf
The decision comes first, the agreement comes later
The appointment of a general director is the prerogative of the company's founders. If an organization has one single owner, then it is he, the sole founder, who single-handedly appoints the head of his organization (clause 2 of Article 7 and clause 1 of Article 40 of the Federal Law of 02/08/1998 No. 14-FZ, clause 2 of Art. 2 and Article 69 of the Federal Law of December 26, 1995 No. 208-FZ).
Especially for the readers of the portal, our specialists have prepared a sample decision on the appointment of a general director.
SOLUTION #1 sole participant of the limited liability company "DV-ryba"
Moscow 06/22/2017
In accordance with the charter of DV-ryba LLC, the sole founder of the company
Siluanov Yuri PetrovichAppoint Stepan Igorevich Pikalev as General Director of DV-Ryba LLC on June 22, 2017 for a period of five years.
Sole founder____________Yu.P. Siluanov
LLC "DV-ryba"
You can also download a sample decision on the appointment of a general director.
For your information
A work book is the main document of an employee, containing information about his work experience and facts of work activity (Article 66 of the Labor Code of the Russian Federation). All employers (organizations and individual entrepreneurs) are required to maintain work books, making entries in them in the manner prescribed by law. If this is the first job for an employee, then he needs to get a work book at his first place of work.
It is important to remember that when making a decision, you must not forget to indicate the term of office of the general director. The maximum duration of an employment contract with a director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).
For your information
Often in practice, the only founder of an organization is also its director, because current legislation does not establish any obstacles to managing your own company. In such a situation, it is necessary to draw up a decision on the appointment of a single founder as general director in a similar manner.
A decision was made to create a company. Now you need to appoint the head of the new organization. Since the company has several founders, a protocol of the general meeting of participants on the appointment of a director of the LLC is needed. Our specialists have prepared a completed 2019 sample especially for portal readers.
If there are several founders, a protocol is needed
The head of the organization is appointed by the owners of the company. If there is only one founder, then the appointment of a director to the position is formalized by a decision on the appointment of a general director.
If there are several co-founders, then you need a protocol of the general meeting of participants on the appointment of a general director (Article 63, paragraph 3 of Article 69 of the Federal Law of December 26, 1995 No. 208-FZ, Article 37 and paragraph 1 of Article 40 of the Federal Law of 02/08/1998 No. 14-FZ). When drawing up the protocol, it is necessary to indicate the period for which the employment contract is concluded. Let us remind you that the maximum duration of an employment contract with a director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).
When drawing up the protocol, it is necessary to decide which of the company participants will sign an employment contract with the general director and reflect this information in the text of the protocol.
Our experts have prepared a completed form especially for readers of the portal.
After the protocol we sign the agreement
The director of the enterprise, despite his special role in the life of the organization, is an employee and acts within the framework of an employment contract (Article 40 of the Federal Law of 02/08/1998 No. 14-FZ, Article 69 of the Federal Law of 12/26/1995 No. 208-FZ) .
An employment contract with a director can be drawn up in any form, including all the necessary information, conditions and guarantees provided for by current legislation (Chapter 10.11 of the Labor Code of the Russian Federation). A written form of the agreement is required (Article 67 of the Labor Code of the Russian Federation). You need to print two copies:
- for organization;
- for the employee.
On the employer's copy, the general director must sign for receipt of his copy.
Since 2017, organizations can use the form of a standard employment contract, approved by Decree of the Government of the Russian Federation of August 27, 2016 No. 858. If the employer is a micro-enterprise, then using this form will allow you not to develop local regulations, provided that all the necessary information is specified in the standard contract.
When there is only one participant in an LLC (in a JSC there is one shareholder), then the appointment of a sole executive body (director, general director, etc.) is formalized by the decision of this participant (shareholder).
The participant (shareholder) has the right to appoint a third-party candidate to this position or assign these functions to himself.
But when there are several participants in an LLC (in a JSC there are several shareholders), the decision to appoint a sole executive body is made by the general meeting of participants (shareholders). An exception is the situation when the resolution of this issue is not within the competence of the board of directors (supervisory board) by the charter. In this case, the minutes of the general meeting are drawn up.
Sample resolution on electing a director as a sole participant
Employment contract
Even if the duties of the director were assumed by the only participant by his decision, an employment contract must still be drawn up with him. The participant will sign such an agreement:
- on the one hand - as an ordinary employee;
- on the other hand, as a representative of the employer.
In addition, it is obligatory to pay a salary to the director who is a member of the company. Even if the participant receives dividends periodically. Non-payment of wages is a violation of labor legislation, for which a fine is provided (Part 1 of Article 5.27 of the Code of Administrative Offenses of the Russian Federation).
And the salary paid to the director-participant can be taken into account as expenses for tax purposes in the general manner.
Hiring: registration
In addition to the decision to assign the duties of the director to himself and the employment contract, it is necessary to issue an order for the director to take office. You can issue it using the unified form No. T-1.
In addition, a record of employment must be made in the work book of a company member.
Loading...