The decision of the sole founder to dismiss the CEO. Algorithm of actions: how to dismiss the general director of an LLC by decision of the founders? Features of the dismissal of the CEO by decision of the founder

The decision to dismiss the director of an LLC is made by a body determined by the charter of the company. As a rule, such a decision is made by the general meeting of participants. In order for the dismissal procedure to take place in accordance with the law, it is necessary to take into account the reason and grounds for dismissal.

Quit yourself or get fired

The CEO of an LLC has the right to resign own will. However, the dismissal may be initiated by the participants of the company, or it will occur due to circumstances beyond the control of the parties.

The head, as well as other employees, can be dismissed on the general grounds listed in Article 77 of the Labor Code of the Russian Federation, for example, by agreement of the parties. Additional grounds are named in article 278 of the Labor Code of the Russian Federation:

removal from office of the head of the debtor organization in accordance with the insolvency (bankruptcy) legislation;
adoption by the owner of the decision to terminate employment contract.

The director may resign on his own initiative at any time. But it happens that the owners of companies do not want to let him go. They different ways avoid making an unpleasant decision: refuse to hold a general meeting, find various reasons not to hold it. In such a situation, the inaction of the participants in the company is regarded as an abuse of the right. Such behavior of the owners can be qualified as coercion of the director to work, which is categorically prohibited by labor legislation (Article 2 of the Labor Code of the Russian Federation).

Many questions arise when a director is dismissed at the initiative of the company's owners. I immediately recall the commonplace: "the initiative is punishable." But if you follow the rules dictated by the law, dismissal will pass without complications.

Difficulties in terminating an employment contract

When terminating an employment contract with the CEO on their own initiative, members of the company must be aware of the existing restrictions.

It happens that the CEO understands that his dismissal is being prepared. Then he goes on sick leave. It is unlawful to dismiss a director during a period of temporary disability (part 6 of article 81 of the Labor Code of the Russian Federation). The same rule applies if the CEO is on vacation. Violation of these requirements will entail a fine under Article 5.27 of the Code of Administrative Offenses of the Russian Federation. True, they can not be observed during the liquidation of the company.

Important
A difficult case when the leader is a woman who is expecting a child. Dismissal at the initiative of the owners of the company will be considered illegal (part of article 261 of the Labor Code of the Russian Federation). For the unjustified dismissal of a pregnant female manager, not only administrative liability is provided for under Article 5.27 of the Code of Administrative Offenses of the Russian Federation, but also criminal liability under Art. 145 of the Criminal Code of the Russian Federation (fine up to 200 thousand rubles and other sanctions).

It is not easier to fire a leader who has family obligations. For example, company owners do not have the right to fire women with children under the age of 3 or single mothers with children under the age of 14 at will. Full list persons with family obligations who are prohibited from being dismissed at the initiative of the company's members is given in part 4 of article 261 of the Labor Code of the Russian Federation.

If the dismissal still follows, then the organization needs to prepare to incur both administrative and criminal liability, when the law provides for it.

Despite severe restrictions on the dismissal of directors with family obligations, there are exceptions. In particular, it is possible to dismiss the director if there is evidence of a gross violation of official duties. Whether the violation was gross, the court will determine, taking into account the specific circumstances of the case. The obligation to prove that the violation actually took place and was of a gross nature lies with the employer (Resolution of the Plenum Supreme Court RF dated March 17, 2004 No. 2).

Whether to pay compensation to the dismissed director

Paying compensation upon dismissal of a director is not always justified. Law enforcement practice shows that the solution of this issue by employers often entails various risks and complications for both the company and its managers.

The legislation obliges the employer to pay compensation only in two cases:

if the employment contract is terminated due to a change in the owner of the organization's property (Article 181 of the Labor Code of the Russian Federation);
if the owner decides to terminate the employment contract (part 2 of article 278 of the Labor Code of the Russian Federation).

When the CEO is fired for other reasons, compensation is not the responsibility of the employer. For example, the director refused to continue working after changing the terms of the employment contract. The company is not obliged to pay compensation to him (Appeal ruling of the Penza Regional Court dated March 29, 2016 in case No. 33-980/2016).

The culprit will be left without compensation

Labor legislation delimits the grounds for dismissal into:

associated with the guilty actions of the employee;
unrelated to wrongdoing.

If there are no guilty actions (inaction) on the part of the head, he is paid compensation. The amount of payment is determined by the employment contract, but cannot be less than three times the average monthly salary (there are exceptions to this rule). Such a norm upon dismissal at the initiative of the owner is provided for by Article 279 of the Labor Code of the Russian Federation.

Interpreting the norm literally, the owners of the head are fired, charged with guilty actions and do not pay compensation. In such a situation, the likelihood of a litigation is high, in which the judges may well take the side of the ex-director.

The law does not specify which acts are considered guilty. Often guilty actions are identified with disciplinary offenses. It is difficult to consider such a position as correct, because formally the dismissal of an employee by decision of the owner does not apply to disciplinary sanctions (part 3 of article 192 of the Labor Code of the Russian Federation). Judicial practice is not unambiguous. For example, there is a position of the Constitutional Court of the Russian Federation, which believes that the list of grounds for dismissal of an employee, enshrined in Part 3 of Art. 192 of the Labor Code of the Russian Federation, is not exhaustive. This means that dismissal can also be regarded as a measure of disciplinary action for an employee who improperly performed his labor duties (Determination of the Constitutional Court of the Russian Federation dated June 24, 2008 No. 335-O-O).

So, the employer will have to determine the guilt of the director on their own, based on the existing judicial practice. Guilty actions of the leader can be considered:

disclosure of information constituting a trade secret;
harm to the health of employees;
damage to the organization. For example, the deliberate conclusion of a deal that is unprofitable for the company.

Important
1. Payment of compensation is obligatory if the owner of the property of the organization changes.
2. Payment of compensation is obligatory if the directors are dismissed at the initiative of the owner (on the basis of part 2 of article 278 of the Labor Code of the Russian Federation). If the guilty actions of the head are seen and proved, then compensation is not paid to him.
3. In all other cases (for example, the director's own desire, a disciplinary offense), payment of compensation is a right, not an obligation of the company.

Miser pays twice

Some employers include in the employment contract a clause not to pay compensation to the director under any circumstances, even in the absence of faulty acts. This approach is wrong. In this case, the judges note that fair compensation must be paid in the amount determined by the employment contract or the court if a dispute arises (Resolution of the Plenum of the Supreme Court of the Russian Federation dated 02.06.2015 No. 21).

Important
Most likely, the judges will take the side of the ex-director if he, deprived of compensation, goes to court. And it is possible that in addition to compensation, the employer will have to pay not only interest for violation of the deadline, but also compensate for the moral damage to the employee.

In determining the amount of compensation, the court takes into account the specific circumstances of the case. For example, the term of work of the dismissed general director in the organization, the time remaining until the expiration of the employment contract, the amounts that the dismissed person could receive by continuing to work as the head of the organization, additional expenses that may arise due to the termination of the employment contract (Resolution of the Plenum of the Armed Forces of the Russian Federation dated 02.06.2015 No. 21).

Unfortunately, the employer and the director do not always part ways peacefully, without any claims to each other. Practice shows that it is better to agree. Litigation with the ex-director is lengthy. Accompanied by financial, temporal and moral losses on both sides. It is possible to dismiss a director without problems only on the grounds provided for in the Labor Code of the Russian Federation. And even if the company includes in the statutory documents other grounds for the dismissal of the head, the law will be on the side of the latter.

Julia Busygina, expert, training center of SKB Kontur

Upon dismissal CEO an extraordinary meeting of the company's participants is convened with a summons to terminate the employment contract. However, this issue can be raised among others at the scheduled regular or extraordinary meeting. You also need to issue an order to terminate the employment contract and familiarize the general director with it. The remaining technical steps in the process of dismissing a director are standard: making an entry in work book and a personal card, calculations, issuance of a work book in hand.

There are several situations in which it is impossible to terminate the employment contract with the General Director:

if the head is a pregnant woman, the exception is the liquidation of the company ();
if the head belongs to the category of persons named in;
during the period of temporary disability or the director's stay on vacation, the exception is the liquidation of the organization ().

Dismissal of the director at the initiative of the owner

Since the CEO is an employee of the company, his relationship with the owners is governed by labor laws. Accordingly, when dismissing a director, it is important for owners to coordinate their actions with labor legislation.

In addition, the CEO is a person with whom relations are regulated by corporate law. And this should also be taken into account.

The employment contract with the general director at the initiative of the owner may be terminated due to several circumstances:

If there is a change in the owner of the company (). The norm does not apply to cases where the composition of participants simply changes, as well as to reorganization in the form of affiliation.
If there has been a transformation of society, that is, the organizational and legal form has changed (). In this case, the owners may decide that the relationship with the CEO should be terminated without specifying the reasons for the dismissal.
If by his actions the director caused damage to the interests of the company ().

If the director once grossly violated labor duties ().

Dismissal of the director due to the change of ownership of the property

The new owner of the property has the right not later than three months from the date of the emergence of his right of ownership to terminate the employment contract with the leading persons.

Having decided to terminate the employment contract with the general director, the owner must pay him compensation in the amount of at least three times the average monthly salary ().

Dismissal for causing damage from the actions of an official

The decision to remove the head from office in this case is taken by the arbitration court. The following persons have the right to apply for removal from office of the head of the debtor organization: an interim manager, a meeting of creditors, an administrative manager or persons who have provided security.

Key points for this situation:

The basis for issuing the order is the ruling of the arbitration court on the dismissal of the head of the organization.
The last day of work is the day when the owner of the property of the organization became aware of the entry into force of the court ruling.
The director is not paid severance pay(exception - cases if such payment is provided for by an employment contract or other local normative act organizations).

2. Situation #2: Authorized body legal entity decided to terminate the contract)

An employment contract with a director may be terminated by the general meeting of shareholders or the board of directors. The dismissal of the head of the organization on the grounds established in, may occur at any time and without indicating motives.

Dismissal at the initiative of the CEO

The head has the right to terminate the employment contract ahead of schedule, but he must notify all owners of his intention to resign, and in writing and no later than one month (). Letters are sent to all founders, owners, shareholders according to the register, with notification of delivery. In the letters, the director asks for the convening of an extraordinary meeting with an agenda to terminate the employment contract. The procedure for the transfer of cases and property is determined in advance so that the owner does not initiate arbitration processes.

In case of dismissal of the head of his own free will, he is not paid monetary compensation in the amount of not less than three times the average monthly salary.

Dismissal of the director due to the expiration of the employment contract

Since the executive body is appointed for three or five years, the powers of the director may be terminated due to the expiration of the contract. In this situation, the dismissal is general order- the same as in the case of ordinary employees. However, the director must be notified by the employer (owner of the company) no later than three days before the expiration of the employment contract.

The employer sends the employee an appropriate notice, which is signed by him or an authorized person (for example, the head of the personnel department).

What guarantees can a director expect upon dismissal?

First of all, compensation is provided in the form of three times the average monthly earnings (). However, as noted above, there are cases when this compensation is not paid - upon dismissal as a result of bankruptcy of a legal entity, upon expiration of the contract and at the request of an employee.

Compensation must be paid if the owner of the property of the organization changes (). At the same time, a simple change of participants in a company is not a change of property owners..

The dismissal of any employee of any organization must be carried out in accordance with the norms of the Labor Code of the Russian Federation. The CEO is no exception to the rule. When the CEO is dismissed by decision of the founder, a special procedure for paperwork is provided.

Reasons for dismissal of the head

He can be dismissed on the same grounds as other employees of the company. At the same time, the general director can be forcedly dismissed only by the founder.

Consider what causes the dismissal of the CEO by decision of the founder. In the following cases:

As a result of his misconduct, the organization suffered damage. The damage caused is confirmed by relevant documentation, including accounting. The trial ends with the drawing up of an act.
Drinking alcohol in the workplace. This offense must be recorded by at least two witnesses and a medical examination must be carried out. As in the case of a violation of traffic rules, the person being checked can refuse the latter, about which a corresponding note is made in the act.
In case of disclosure of trade secrets. The fact of disclosure must be recorded, written explanations are taken from the general director. In this case, the guilty person may also refuse to give explanations, then an act is drawn up with the invitation of two eyewitnesses to this disclosure.
In case of cancellation fixed-term contract due to the achievement of the end date indicated in it, and the lack of desire of the founder to renew it.
This agreement may be terminated without giving a reason. In this case, the dismissed person must be informed of the unpleasant consequences for him 30 days before the dismissal.
Due to the liquidation of an economic entity, which was headed by the dismissed general director. Not later than two months before the liquidation, he is provided with a notification. After the selection of the liquidator or the liquidation commission, the powers of the general director cease immediately.
In bankruptcy. A petition is submitted to the arbitration to remove the head from his position. If the court makes a positive decision, the powers of the general director are transferred to the temporary manager.
When changing the founder. A package of documents on the change of founders is being prepared. Three months after the transition of the company from one founder to another, the CEO is notified of the removal from office.
Dismissal of the CEO at his own request.
His resignation by agreement of the parties.
And also in other cases specified in the Labor Code of the Russian Federation and prescribed in the employment contract.

Employment contract with the manager

The Charter of the organization may determine how the appointment of the head of an economic entity takes place. It is carried out, as a rule, by one of the founders of the legal entity, or by another natural person authorized by the founders.

If the general director is appointed under an agreement with another legal entity or individual entrepreneur, or the sole founder acts as the head, then the rules of Ch. 43 of the previously mentioned code does not apply.

The employment contract stipulates the issues of his rights and obligations, as well as the obligations of the employer. This contract can be fixed or unlimited.

Sample employment contract

No legally approved standard form of this agreement with the head of the economic entity. Consider with the CEO of the LLC chapter by chapter.

The preamble to the contract contains data on the persons concluding it, including the legal entity and the individual acting on their behalf. Passport data is indicated here.

The first chapter specifies the subject of the contract: working conditions, the exact title of the position, the address of the main place of work.

The second chapter lists the rights and obligations of the parties. As a rule, they are transferred from the Charter of the LLC to which he is appointed head. It also stipulates the rights and obligations of the founder, who is the employer, which should not contradict the requirements of the Labor Code of the Russian Federation, since otherwise the former will be recognized as null and void. The employer must provide for the creation of an appropriate workplace for the general director, where his work will be safe, regular payment of his salary, may be provided certain types incentives for the director in the successful performance of his duties.

The third chapter provides for the responsibility of the appointed leader. There may be cases of dismissal of the general director by decision of the founder, cases of compensation for damage caused by his actions or inactions.

The fourth chapter establishes the duration of the contract, which may be indefinite.

The fifth chapter provides for cases of termination of this agreement with the head of an economic entity. It indicates those cases that were described above, and other cases that do not contradict labor legislation can also be given.

The sixth chapter addresses the issues of remuneration and social services for the general director. It indicates the size of the salary, the regularity of bonuses, and the working day, the duration of the vacation, guarantees in accordance with the legislation of the country.

The seventh chapter contains the final provisions. It stipulates the procedure for resolving disputes, the possibility of applying additional agreements to the contract.

At the end of the agreement, the signatures of the founder and the appointed general director are given. The signature of the first is certified by a seal, if any.

This sample employment contract with the general director of an LLC is not legally defined as mandatory. The chapters, except for the preamble, the subject matter of the treaty and the final clauses, may appear in a different order. They may have other names, the rights and obligations of the parties may be placed in different chapters.

As already noted, an employment contract with the general director can be fixed-term and indefinite. In the first case, when it expires, a new document is signed in the absence of reasons for the dismissal of the head of the legal entity.

Compliance with the dismissal procedure

The dismissal of the CEO for various reasons, except for his own will, is carried out in several stages.

First, a meeting of delegates is assembled, which may have different names in accordance with the Charter of the organization. It issues its final verdict on the dismissal of the head of the economic entity, information about which is recorded in the minutes of the meeting of this meeting. Based on the last document, an order is being prepared to dismiss the general director. It indicates the detailed reasons for the dismissal of the head from his position.

Like all employees, the former manager gets acquainted with the order, signs it and receives compensation payments that are due to him under the law and the contract. Within three days from the date of dismissal of the ex-head, it is necessary to submit information to the Federal Tax Service to amend the Unified State Register of Legal Entities. The new director of the organization does not have the right to sign until the transfer of information about him to the Unified State Register of Legal Entities.

A few days before the dismissal, the transfer of cases by the old leader begins, and their acceptance by the new one.

In case of violation labor law upon dismissal, the ex-head can go to court and restore his rights.

In addition to the order, there must be a decision of the owner of the business entity.

The dismissal of the general director by decision of the founder by order cannot take place if the first one is on sick leave or on vacation.

Voluntary layoffs

If an agreement is reached between the parties, the dismissal is carried out according to the following mandatory steps:

The head of the organization submits an application addressed to the founder or other authorized person with a request for dismissal due to these circumstances.
A meeting of commissioners is held, at which the issue of dismissal and the issue of the agreement itself are discussed. As a result of this discussion, an agreement is born, with which the dismissed person is familiarized against signature.
A dismissal order is signed. A record of dismissal is entered in the work book of the ex-head.
The FSN is notified within three days.
A work book is issued in the hands of the dismissed person and material compensation is provided.

The dismissal of the CEO at his own request, in comparison with the dismissal discussed above, is characterized by the absence of an agreement. Instead, at a meeting of authorized persons, a protocol is written indicating the decisions taken by the founders.

Dismissal of the head of a legal entity by the sole founder

How to dismiss the CEO if the business entity has a single founder? In most cases, the head of the economic entity himself acts in his role. In this case, the dismissal procedure is greatly simplified. The above Code states that the sole founder may release himself at any time from his position. If he is not the general director, but dismisses the latter, then instead of holding a meeting of authorized persons and drawing up a protocol, he prepares a decision of the sole founder, and otherwise, the dismissal procedure for the head of an economic entity is the same as described above.

It follows from this that the dismissal of the CEO by the decision of a single founder is a more simplified procedure compared to the situation when there are several founders.

Payments to the dismissed

Payments upon dismissal of the CEO by decision of the founder are determined in the contract and at the legislative level.

In case of illegal actions that caused damage to the organization headed by the person at the time of his stay on leadership position, payments to the ex-director are not made.

The Labor Code contains a minimum level of payments upon dismissal of the head of an economic entity by decision of the founder, which cannot be less than three times the average monthly salary. Such an amount may be paid, unless otherwise specified in the text of the employment contract. Ex-heads of state, unitary and corporations and funds should not apply for more.

The amount of compensation payments

Compensation payments depend on the size of the salary, length of service in the position of the head, and also on how close the moment of dismissal is to the expiration date of the contract with the head.

Incentive payments are taken into account when calculating compensation, but maternity leave, maternity care are not taken into account. Compensation is calculated based on the average daily earnings, on the basis of which the average monthly earnings are calculated by finding the product of the average daily wage and the number of working days for the last year and multiplying the result by 3.

Compensation must be paid on the day of dismissal of the head. If he is absent for a good reason, he can apply and the payment will be made the next business day. If the ex-manager was not on vacation, compensation for non-vacation leave is added to the total payment.

In the absence of claims on his part and challenging the dismissal in court, this ends the procedure for dismissing the general director by decision of the founder. If it is violated by the founders, the latter may be held liable.

Is there a responsibility of the former leader?

The dismissal of the head of an economic entity from his position does not release him from liability in case of causing damage to the organization he headed in his time. He, depending on the misconduct and crimes committed, can be brought to both criminal and administrative liability.

The responsibility of the former leader must be proven in court. In the event that the latter decides on the guilt of the former general director, the appropriate punishment is determined for him.

Judicial challenge of dismissal

In most cases, the founder is not eager to pay compensation to the dismissed hired general director, which is due to him under the legislation of the Russian Federation. Therefore, dismissal in most cases occurs due to an unlawful decision of the head, which caused damage to the organization, or due to the fact that the former head of his labor duties were grossly violated, while what is included in the concept of "gross violation" is not explained.

Therefore, the ex-head retains the right to judicial protection. For this, it is better to contact labor dispute lawyers.

Finally

The dismissal of the CEO by decision of the founder is done to some extent in the same way as any other employee of the organization. At the same time, it is necessary to take into account the fact that the head is the sole executive body of an economic entity, in connection with which the dismissal procedure becomes more complicated compared to that in relation to any other employee. The head acts on behalf of the business entity, but all his actions are accountable to the founders. Therefore, in the case of existing grounds, the founder has the right to dismiss the head of the legal entity.

The dismissal of the CEO is a complex procedure that differs significantly from the classic termination of cooperation with an employee.

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The point is that the CEO is the only one executive body OOO. For this reason, it is important to understand in advance the features of the implementation of the procedure.

Foundations

You can fire the CEO only if you have good reasons. Their list is clearly indicated in the current legislation of the Russian Federation.

Reasons for terminating interaction with a person holding this position may be:

General grounds for dismissal, enshrined in articles 77, 81 and 83 of the Labor Code of the Russian Federation. Thus, the general director may leave his post or terminate the activities in connection with the completion of the term of cooperation.
Special grounds. The CEO may be asked to leave his position if his decision violated labor obligations or the provisions of applicable law. A similar procedure can be performed in the event that there is a change in the ownership of the property of a particular organization.
Additional grounds. The CEO may be removed from office if he has declared bankruptcy.

There are other grounds on which CEOs can be fired. Such an action is performed if the person holding the position has committed a crime or other illegal act.

What does the law say?

Before proceeding with the procedure for dismissing the CEO, it is worth familiarizing yourself with the current legislation of the Russian Federation. Features of the implementation of the manipulation regulates.

It should be remembered that it is necessary to focus on the provisions enshrined in the regulatory legal act as amended by Federal Law No. 197.

In chapter Labor Code RF contains the following rules:

the person holding the post of general director may unilaterally terminate the employment agreement by notifying the employer 14 days before the planned termination date labor activity unless otherwise provided in the contract;
the employment contract can be terminated earlier than the designated period, but only with the consent of the employer;
if the general director cannot fulfill the duties assigned to him due to his health condition, the termination of cooperation is carried out in one day;
before the deadline for termination of employment, the general director may withdraw the letter of resignation, regardless of the opinion of the founders of the LLC;
when the working period ends, the general director has the right to stop working even if the employer has not properly carried out the dismissal procedure.

The dismissal of the CEO is different from the classical procedure. Thus, the notice period can be extended from 2 to 4 weeks. In fact, the CEO is required to notify himself.

However, the dismissal procedure must be carried out in compliance with all formalities.

Dismissal of the CEO

The procedure for dismissal of the CEO depends on the grounds for termination of cooperation. Depending on the reasons that led to this, the features of the manipulation may vary.

By agreement of the parties

If the CEO is dismissed, the participants in the procedure will have to go through the following steps:

The employee submits an application, drawn up in accordance with the established model, to the founders or other persons authorized to terminate the employment contract.
A meeting of the founders is held, at which a decision is made on the dismissal of the general director and the main points of the agreement are discussed.
An agreement is being drawn up. The employee must read the paper and sign it.
An appropriate order is issued.
An entry is made in the work book of the general director with reference to the current legislation.
The tax authority is notified. The action is carried out within three days.
Issuing a work book.
Provided.

Wage for the month worked and must be provided on the day of termination labor agreement.

Of your own accord

If an employee leaves the company of his own free will, the dismissal procedure is almost identical to the termination of cooperation on the basis of an agreement.

However, the document itself is not compiled. Instead, the minutes of the meeting are drawn up, in which the decisions taken by the founders are recorded.

If it is the sole founder

If the General Director is the sole founder of the Company, the dismissal procedure is carried out according to a simplified scheme.

According to Article 273 of the Labor Code of the Russian Federation, the sole founder has the right to dismiss himself from his position at any time.

In this situation, the CEO independently decides on his dismissal. An entry is made in the employee's work book about dismissal of his own free will, indicating the relevant provisions of the current legislation of the Russian Federation.

Upon liquidation of an LLC

If an LLC is liquidated, the resignation of the CEO is part of the mandatory measures. The law does not allow retaining the functions of the manager for the old leader.

Responsibility for the implementation of the norm lies with:

general meeting;
investors;
manager appointed by the court or selected on a competitive basis.

It is they who decide to dismiss the general director and carry out other measures to remove powers from the former management of the LLC.

By decision of the founder

The founders of the LLC can also decide to dismiss the CEO. The verdict on termination of cooperation is adopted at the general meeting. It is documented in a protocol that records all the features of the event.

If violations are committed during the dismissal, the founders will be held administratively liable.

Procedure

The dismissal of the CEO in 2020 should be carried out in strict accordance with.

Sample Application

To be recognized as valid, it must be drawn up, guided by existing rules.

The paper must include the following information:

the addressee to whom the application is sent;
position and full name of the employee who made the application;
a request for dismissal indicating the date of termination of cooperation;
date of submission of the document;
applicant's signature with transcript.

If the CEO finds it difficult to draw up a document on his own, he can use a ready-made sample.

Order

When the decision to dismiss the CEO is made, it is formalized. The paper is drawn up on the form of the unified form T-8. The order is issued by the CEO himself.

The procedure is carried out on the last working day of the employee. The text of the order indicates the grounds for dismissal with references to the relevant regulatory legal acts.

Entry in the work book

Contributed by the founder of the organization. The document indicates the reasons for dismissal with references to the relevant regulatory legal acts.

The law states that the dismissal of the CEO by decision of the founder, as well as other employees, is possible if there are specific grounds. The reasons for terminating the contract can be found in several articles of the Labor Code of the Russian Federation and a number of other documents. But there are exceptions that allow the founder. But even in this case it is necessary to follow the letter of the law. Let's take a look at the legal details below. dismissal from the position of director, we present step by step instructions and a number of features of the process.

Foundations

The functions of the CEO include the management and improvement of the activities of the organization, which is entrusted to him for the duration of the contract. Success in solving the task in many respects depends on the professionalism of the person and his personal characteristics. If a leader fails to meet his obligations, he may be removed from his position. The main document in determining the legal grounds is the Labor Code of the Russian Federation.

There are several options for dismissal:

On personal initiative (Article 280). An application from the general director is sent for signature one month before the end of the relationship with the employer.

Due to the expiration of the labor agreement (Article 79). The required dates are specified in the contract between the parties. The founders are obliged to inform the CEO about the completion of cooperation no later than 72 hours in advance.

By agreement (Article 78). This option is possible if both parties voluntarily terminate the cooperation.

By decision of the founder (Article 81). The basis is applied if the CEO fails to fulfill his obligations - violated the requirements of the contract, committed an immoral act, provided forged papers, was seen in theft, divulged a trade secret, etc.

Due to additional reasons (Article 278). Such items are specified in. This group includes conducting illegal transactions, ignoring the requirements of the founders, etc.

Change of owner (art. 75).

There are other reasons as well. For example, at the Plenum of the Armed Forces of the Russian Federation (decision No. 21), the possibility was indicated to dismiss the general director without voicing the reasons for such actions. Also, according to Federal Law No. 127, it is possible to be deprived of a position due to the bankruptcy of an enterprise. Similar actions are possible in case of its liquidation. In the latter case, the dismissed person must be informed of his intention.

Instructions for action

The dismissal of the CEO for any of the reasons mentioned (except for leaving on his own initiative) is carried out according to the standard scheme. The algorithm is this:

Convening a meeting of the owners of the organization, where the issue of the activities of the head and his possible dismissal is discussed. The founders must decide on the removal of the director of the position.

Registration of the act, which indicates the result of the meeting, namely the termination of the agreement with the hired employee. One of the legal grounds for performing such an action must be prescribed.

Drawing up an order in the form of T-8. The fact of registration of the document is recorded in a special journal.

Informing the CEO about the order. The employee signs the document, and then collects the salary. Before leaving, they give him a work sheet, in which all necessary information. It prescribes the number and day of filling, the reason for dismissal (reference to the Labor Code of the Russian Federation) and the mention of the basis document (order).

Acceptance of an act on all cases and transfer of information to the responsible person.

Informing the banking organization about the termination of cooperation with the general director.

Submission of an application to the Federal Tax Service of Russia within 72 hours from the date of hiring another CEO. The tax authorities are sent an application drawn up according to Р14001 with certification by a notary authority. Employees of the Federal Tax Service make changes within five days.

If there is only one founder, he makes a sole decision with the obligatory execution of the protocol and the implementation of the above measures.

Nuances of compensation

Size compensation payments, which are laid down upon the dismissal of the general director, are not specified in the law. But the minimum threshold is provided for in the Labor Code of the Russian Federation (Article 279). The amount established by law is paid in the absence of other conditions in the contract between the parties. If the dismissed person believes that he was paid less than he should, he has the right to defend his interests through the judicial authority.

If the case goes to court, a number of factors are taken into account when determining the amount of compensation:

salary

duration of tenure

the time remaining until the end of the agreement, etc.

The Labor Code of the Russian Federation (Article 349.3) lists employees, upon dismissal of which the amount of payments is equal to three times. This group includes persons working in state, state and unitary structures, as well as in various types of funds of the Russian Federation.

When calculating the amount of compensation payments, it is important to follow a number of rules:

incentive payments are required

the decree is not taken into account (the right to a salary remains)

the calculation takes into account the average salary of the CEO per day

in the process of calculating the average income, the total annual profit is divided by the number of days that the director actually worked

the average income per month is calculated by multiplying the salary per day by the number of exits to work in the last year

the amount received is multiplied by three

The money is paid on the last date the CEO leaves for work. If the employee did not appear (the reason must be valid), the payment is made on the next day from the date of transmission of the written application. Together with a three-month compensation, funds are transferred for unspent vacation.

It is important to note that when the CEO is dismissed due to his negative actions, the above payments are not made.

Registration in labor

As noted, after a decision is made to remove the CEO from the post, an order is drawn up in the T-8 form or in the internal form of the company. In this case, the lines with the name of the general director and familiarization with the document will contain the signature of one person. The date of termination of the contract is prescribed in the decision of the founder. If the information is not specified, this date is considered the day the decision was made.

Data on the dismissal of the general director by the founder are recorded in the labor record indicating the reason for the deprivation of the position. The wording must be the same as prescribed in the Labor Code of the Russian Federation (Article 278). The previously issued order is indicated as the basis.
There is an opinion that the deprivation of the position of the general director at the initiative of the founder does not require the issuance of an order. Therefore, in the labor it is not necessary to indicate a link to this document. It is necessary to refer to the decision of the participant or the act of the meeting of founders. But such measures are applied at the discretion of the owners.

Additionally, information about the deprivation of the general director of the position is entered in the employee's card, where the dismissed person signs.

Dismissal upon liquidation

The process of terminating the contract with the director due to the termination of the enterprise deserves special attention. Here, the principle of dismissal is similar to the approach that applies to any other employee. The General Manager must be notified of the existing intention at least 60 days before the upcoming event. At the same time, according to the law, the founder has the right to agree on the issue of dismissal ahead of time.

If the termination of the contract occurs against the background of the termination of the enterprise, the general director has the right to count on all payments required by law. We are talking about severance pay, holiday compensation, etc. Here it is also necessary to study the agreement between the parties, which may indicate additional types layoffs.

By law, termination of the contract with the CEO in the event of liquidation is possible even in cases where a person is resting, being treated or on maternity leave. In all situations, the founder must follow the letter of the Labor Code of the Russian Federation and the Civil Code of the Russian Federation. In the latter case we are talking on regulation corporate relations. Regardless of the situation, all required procedures must be implemented.

Rules for notifying tax authorities and banks

After completing all the paperwork, it is necessary to notify other entities that in one way or another interacted with the company (the one from which the CEO is leaving). There are two bodies involved:

Tax. Within 72 hours from the date of appointment of the general director, it is necessary to notify the Federal Tax Service of the castling that has occurred using form 14001. The paper is used by the tax authorities to make changes to the Unified State Register of Legal Entities. The document is transferred to the Federal Tax Service by the founders, because the director at this moment no longer has the right to transfer the form. In exceptional cases, tax officials can also accept documentation from the dismissed general director. Despite the official termination of cooperation, from a tax position, he still manages the enterprise. Delay in informing the Federal Tax Service is fraught with a fine of 5000 rubles for the company.

Bank. An equally important point is informing the banking organization about the event, which should have information about the change of director. This action is due to the fact that the previous manager may have the right to perform certain payment transactions in financial structure. In addition, before the fulfillment of obligations by the new head, a number of papers must be transferred to the banking structure, namely a certificate and data on the EDS, as well as a card with the signatures of the general director and powers of attorney for other persons.

The burden of responsibility for notifying these bodies, as a rule, rests with the founders.

The subtleties of receiving documentation and material assets

The new leader receives "by inheritance" a pile of papers related to the activities of the previous employee. After the dismissal of the "old" general director is obliged to transfer the affairs to a new employee or other authorized persons. In order not to miss anything, an inventory is carried out. The fact of the transfer of papers can be reflected in the act.

Ban on the dismissal of the CEO

If the founder has not selected a new leader for the position, the dismissal of the current employee is impossible. In addition, it is impossible to terminate the contract with the head of the enterprise while he is on vacation or on sick leave. This rule does not apply when it comes to the liquidation of a company.

There are cases when the founder has the right to deprive the CEO of the position, but cannot “close” this issue for various reasons:

30 days have passed since the date of registration, and a replacement has not been found. In this case, the former head has the right to gather the founders and decide on the transfer of cases. At the meeting, an authorized person is determined and the necessary package of papers is drawn up.

30 days have passed, the founders are informed, but there is no decision. In this case, the general director may not perform his duties. In addition, he has the right to make the necessary entry in the labor record upon termination of the contract and termination of cooperation with the company.

There is no way to transfer the documents to the new CEO. Under such circumstances, the dismissed person may keep papers, draw up an agreement with a special organization, or transfer documents to a notary body on behalf of the company.

Thus, if the dismissal process is delayed for various reasons, the director has the right to speed up this process.

Responsibility after dismissal

Many questions are asked about the responsibility of the CEO in the event of his removal from office. According to the law, money can be pulled from such a person. At the same time, the fact of dismissal does not remove responsibility from the former leader. The court has the right to recover funds for damage caused to the enterprise, if any.