The reasons for this decision are:

1. Completion contract.
2. Misconduct CEO as head of the organization.
3. Termination at the initiative of the retiring.
4. Change of ownership organizations.

Labor Code of the Russian Federation. Article 77. General grounds for termination of an employment contract
The grounds for termination of an employment contract are:

• agreement of the parties (Article 78 of this Code);
• expiration of the term of the employment contract (Article 79 of this Code), except for cases when the employment relationship actually continues and none of the parties has demanded their termination;
• termination of the employment contract at the initiative of the employee (Article 80 of this Code);
• termination of the employment contract at the initiative of the employer (Articles 71 and 81 of this Code);
• transfer of an employee at his request or with his consent to work for another employer or transfer to elective work (position);
• refusal of the employee to continue work in connection with a change in the owner of the property of the organization, with a change in the jurisdiction (subordination) of the organization or its reorganization, with a change in the type of state or municipal institution (Article 75 of this Code);
• refusal of the employee to continue work in connection with a change in the terms of the employment contract determined by the parties (part four of Article 74 of this Code);
• refusal of the employee to transfer to another job, which is necessary for him in accordance with a medical certificate issued in the manner established by federal laws and other regulatory legal acts of the Russian Federation, or the absence of an appropriate job for the employer (parts three and four of Article 73 of this Code);
• the employee's refusal to be transferred to work in another locality together with the employer (part one of Article 72.1 of this Code);
• circumstances beyond the control of the parties (Article 83 of this Code);
• violation of the rules for concluding an employment contract established by this Code or other federal law, if this violation excludes the possibility of continuing work (Article 84 of this Code).

An employment contract may also be terminated on other grounds provided for by this Code and other federal laws.

Part three is no longer valid.

By decision of the founder

How to dismiss the CEO by decision of the founder? What are grounds to file a layoff?

One of the easiest options for removing an employee of this level from a position is to hold it by order of the founder organizations.

On special grounds, taken into account in the paragraphs of the first part of 81 articles of the Labor Code of the Russian Federation.

In case of insolvency ( bankruptcy) The dismissal of an enterprise is carried out on the basis of Article 278 of this Code.

When formalizing a dismissal, it is important to comply with a combination of labor laws that require such procedures to be formalized as for the dismissal of any other employee at any level.

And respect the interests of the dismissed an employee who, until the fact of signing the order, continues to be the leading figure in the organization, representing the interests of the founder in the role of the sole executive body of production.

Given this, the decision of the founder to dismiss the CEO can only be based on the decision of the general meeting of founders, shareholders or board of directors, depending on the form of ownership of the organization.

Also, such a decision can be made solely by the owner of the property. Once approved, the process proceeds as normal.

Labor Code of the Russian Federation. Article 278. Additional grounds for terminating an employment contract with the head of an organization
In addition to the grounds provided for by this Code and other federal laws, an employment contract with the head of an organization is terminated on the following grounds:

• in connection with the removal from office of the head of the organization - the debtor in accordance with the legislation on insolvency (bankruptcy);
• in connection with the adoption by the authorized body of the legal entity, or the owner of the property of the organization, or the authorized owner of the person (body) of the decision to terminate the employment contract. The decision to terminate the employment contract on the specified grounds in relation to the head of the unitary enterprise is taken by the body authorized by the owner of the unitary enterprise in the manner established by the Government of the Russian Federation;
• on other grounds stipulated by the employment contract.

Without the consent of the founder

Can the CEO of an LLC resign without the consent of the founder? How to dismiss yourself from office general manager?

Perform the dismissal of a figure of this level without her consent and without the consent of the founder at the same time impossible. Without the participation of the founder or without the consent of all the founders, start a similar procedure unreal.

Another case becomes implementation of an independent solution director general. It can also ultimately be based only on the decision of the meeting of shareholders, the board of directors, founders and any other deliberative structure, the sole owner of the organization's property.

But the first step in this case is standard statement on dismissal from office.

In the absence of a decision received from the controlling constituent councils and bodies, the dismissal process is carried out in the standard mode.

Personnel units are based on the obligation guaranteed by Article 37 of the Constitution of the country and Article 2 of the Labor Code the right to freedom of work of every citizen our state.

In this case, the general meeting of founders must solely for the purpose of accepting the fact of dismissal an employee to which the latter is entitled within the period specified in Article 80 of the Labor Code of the Russian Federation.

Labor Code of the Russian Federation. Article 80 own will)
The employee has the right to terminate the employment contract by notifying the employer in writing no later than two weeks in advance, unless another period is established by this Code or other federal law. The specified period begins the next day after the employer receives the employee's application for dismissal.

By agreement between the employee and the employer, the employment contract may be terminated even before the expiration of the notice of dismissal.

In cases where the employee's application for dismissal on his initiative (of his own free will) is due to the impossibility of continuing his work (enrollment in an educational organization, retirement and other cases), as well as in cases of established violation by the employer of labor legislation and other regulatory legal acts, containing norms of labor law, local regulations, terms of a collective agreement, agreement or employment contract, the employer is obliged to terminate the employment contract within the period specified in the employee's application.

Prior to the expiration of the notice of dismissal, the employee has the right to withdraw his application at any time. Dismissal in this case is not carried out unless another employee is invited in his place in writing, who, in accordance with this Code and other federal laws, cannot be refused to conclude an employment contract.

Upon the expiry of the termination notice period, the employee has the right to stop work. On the last day of work, the employer is obliged to give the employee a work book, other documents related to work, at the written request of the employee, and make the final settlement with him.

If the employment contract has not been terminated after the expiration of the term of notice of dismissal and the employee does not insist on dismissal, then the employment contract continues.

An important nuance making such a decision becomes:

• need data transfer to the Unified State Register of Legal Entities about the new personal of the General Director;
• signing the consent on their own dismissal by those leaving work, since such a document can only be signed by the general director specified in the Unified State Register of Legal Entities, changes to which cannot be made until the fact of the dismissal of the old one and the appointment of a new general director is fixed.

Data on the necessary changes in the Unified State Register of Legal Entities are indicated on the basis of information submitted to the territorial tax authority. Such information must be sent within 5 working days.

Statement

Who officially fixes the decision to dismiss the CEO, to whom (in whose name) does he write a letter of resignation?

In any situation, the fact of dismissal of an employee of this level can be based only on the decision of the board of directors or other constituent body.

Based on such a decision, the personnel department conducts the registration of the dismissal and makes the appropriate work book entry.

At the same time, a statement informing about any type of termination of labor relations with organizations, its head is preparing in the name of the founder.

Order

On the basis of what provisions and how is the Order prepared? An order on the fact of leaving work of an employee of this level is being prepared on the basis of a decision taken by the board of directors, founders or other similar structure within the organization.

Among other things, the basis is resignation letter although it is not mandated by law anywhere. Registration is carried out by an internal Order drawn up according to the T-8 form, which was developed by the State Statistics Committee in 2004.

The order must indicate grounds for termination of employment, the date of compilation is put and the handwritten signature of the one who, according to legislative requirements, must officially dismiss himself.

Compensation calculation

What compensation is due to the CEO upon dismissal? The amount of compensation payments calculated as standard just like when you end a relationship with any other employee.

In the event of termination of the relationship by agreement of the parties initiated by the founder, the employee has the right to compensation, the amount of which is three average monthly payments.

Deadline for filing care information

The Constitution of the Russian Federation and the Labor Code of the Russian Federation call for a standard attitude towards a specialist holding positions at any level. Although a representative of a leadership position of this rank is subject to a reservation about the need notification of the founder about the decision taken one month before the expected date of departure.

Such an extension of the term makes it possible to convene the regulatory authorities to hold a council and adopt a protocol on dismissal.

In the absence of a reaction of the founder to the information provided, an employee of any rank, on the basis of Article 80 of the Labor Code has the right to terminate their functions, require the issuance of a work book and the calculation of accounting.

Features of making an entry in the work book

Given the level of official position, it will be necessary to observe certain features of entering data on the changed status of the general director in his work book. They are entered into standard mode, except for the information entered in the 4th column of this document.

It indicates the decision made by the founder, with the obligatory entry of information about number of the drawn up protocol, if it was drawn up, or any other justification for the reasons for dismissal, confirmed by the seal of the organization. This procedure was approved in 2009 by letter No. 1143-TK of the country's Rostrud.

Changing the date of dismissal

Is it possible for the CEO to change the date of his dismissal?

General Director before making changes to the Unified State Register of Legal Entities has the right to change the date of his dismissal in a situation of inability to transfer cases to his successor.

The change is made by internal order.

Responsibility of the former leader

Does the responsibility of the former CEO remain after his official dismissal? A feature of a position of this level is the guaranteed preservation of the right to call on a citizen who held the post of general director to administrative and criminal liability.

Including he retains material liability in case of evidence of misconduct. Such as:

• expenses or lost profits that occurred through the fault of this employee;
• identified loss or damage property.

Administrative Claims on such a basis may be considered at any time, subject to proof of the revealed fact, confirmed during the court session.

To criminal liability such a resigned employee may be involved on the basis of Article 165 of the Criminal Code of the country in which situations of causing property damage through deceit or breach of trust are considered.

The term for bringing to criminal responsibility is determined by the statute of limitations under the article of the Criminal Code.

Criminal Code of the Russian Federation. Article 165. Causing property damage by deception or abuse of trust
1. Infliction of property damage to the owner or other possessor of property by deceit or abuse of trust in the absence of signs of theft, committed on a large scale, -

shall be punishable by a fine in the amount of up to 300 thousand roubles, or in the amount of the wage or salary, or any other income of the convicted person for a period of up to two years, or by compulsory labor for a term of up to two years, with or without restraint of liberty for a term of up to one year, or by deprivation of liberty for a term of up to two years. years with a fine in the amount of up to 80 thousand rubles or in the amount of the wage or other income of the convicted person for a period of up to six months or without it, and with restriction of liberty for a term of up to one year or without it.

2. The act provided for by the first part of this article:

• committed by a group of persons by prior agreement or by an organized group;
• causing especially large damage -

shall be punishable by compulsory labor for a term of up to five years, with or without restraint of liberty for a term of up to two years, or by deprivation of liberty for a term of up to five years, with a fine in the amount of up to 80 thousand roubles, or in the amount of the wage or salary, or any other income of the convicted person for a period of up to six months, or without it and with restriction of freedom for a term of up to two years or without it.

Summary

In conclusion, attention should be paid to legal complexity many reasons and grounds for dismissal in the position of CEO.

Most of them can litigate, extending the entry into office of a new employee of this rank.

In most cases, a successful decision to dismiss the CEO is recommended trust experienced representatives of law firms and services.

The help of specialists is useful and appropriate for both sides of the issue under consideration.

ON THE. Macepuro, lawyer

How can the director of an LLC resign voluntarily

The leader is an employee with a special status. So, in an LLC, he is appointed to a position and dismissed from it by a general meeting of participants (sometimes by the board of directors, but we will not talk about such a situation) sub. 4 p. 2 art. 33, paragraph 1 of Art. 40 of the Law of 08.02.98 No. 14-FZ (hereinafter - Law No. 14-FZ). Because of this, the procedure for dismissing the head of many raises a lot of questions. Especially in the case when he wants to quit, and the participants in response remain silent and inactive. So let's find out what is the procedure for early dismissal of the director of an LLC at their own request, including in the case when the participants do not appoint a replacement for him.

Notification of participants of dismissal and convening of a general meeting

The head has the right to quit by notifying the employer in writing no later than 1 month before Art. 280 of the Labor Code of the Russian Federation. Moreover, such a warning period is valid upon termination of both fixed-term employment contracts (regardless of their term) and indefinite Art. 280 of the Labor Code of the Russian Federation; Rostrud Letter No. PG/1063-6-1 dated March 6, 2013. The same is considered in Rostrud.

FROM AUTHENTIC SOURCES

Deputy Head of the Federal Service for Labor and Employment

“Article 280 of the Labor Code of the Russian Federation provides for the procedure for terminating an employment contract at the initiative of the head of the organization, regardless of the type of employment contract - fixed-term or open-ended”.

The employer for all employees, including the head, is LLC. It, we recall, acts through its governing bodies. Therefore, the manager must notify the supreme management body of the LLC about his dismissal. articles 20,,, 280 of the Labor Code of the Russian Federation; paragraph 1 of Art. 53 of the Civil Code of the Russian Federation; paragraph 4 of Art. 32 of Law No. 14-FZ:

• <или>general meeting of participants;
• <или>the only member.

In general, participants are not required to decide on the dismissal of the leader if he wants to quit himself. But they are obliged to elect a new candidate for the sole executive body of the LLC. And the resigning director must call their extraordinary general meeting to resolve this matter. pp. 1, 2 art. 35 of Law No. 14-FZ.

Participants must be notified of the holding of the general meeting no later than 30 days before the date of the meeting. paragraph 1 of Art. 36 of Law No. 14-FZ. Please note that within this period, each participant must already receive a notice. Therefore, if it is sent by mail, then the date of the meeting should be set taking into account the "mileage" of the letter.

Since the notice of convening a general meeting must indicate the issues on the agenda, this document will also be a notice of dismissal.

You can format it like this.

To the participant of Techservice LLC
I.N. Agafonov

Notification of an extraordinary general meeting of participants of Techservice LLC

Dear Ilya Nikolaevich!

Based on the powers granted to me by clause 5.6 of the Charter of Techservice LLC, clause 2 of Art. 35 and pp. 1, 2 art. 36 federal law dated 08.02.98 No. 14-FZ "On Limited Liability Companies", I inform you about the convening of an extraordinary general meeting of participants of Techservice LLC with an agenda to elect a new general director in connection with the early dismissal of the current general director at his own request. Statement by A.S. Petrov's notice of dismissal is attached (entry No. 227 dated 07/21/2014).

The meeting will be held on September 1, 2014 at 10:00 am at the address of the company's location: 111401, Moscow, st. 1st Vladimirskaya, 31, building 2, office 106.

When an LLC consists of one participant, then from the day it receives the said notification, it is considered notified of both the dismissal of the head and the need to make a decision on the appointment of a new candidate for this position Decree 17 AAS dated July 24, 2014 No. 17AP-6075/2014-GK.

Since it is the general meeting that needs to be formally notified of this, and not the participants, it will be considered notified on the day on which its meeting is scheduled (regardless of whether the meeting is held by the participants or not). Therefore, before quitting, the manager must work for 1 month after the date of the general meeting (in the absence of other agreements with the general meeting). That is, a total of at least 2 months from the date of receipt by the participants of the notification of the convening of an extraordinary general meeting.

The courts are liberal in this matter. In their opinion, the LLC is considered to have been notified of the dismissal from the date of receipt of the relevant notice by the last of the participants in Appeal ruling of the Belgorod Regional Court dated June 26, 2012 No. 33-1744.

Recall that the notification can be handed over to the participants personally against receipt. And you can send by telegram or registered mail with acknowledgment of receipt:

• participants-organizations - at the address of their location indicated in the Unified State Register of Legal Entities;
• citizen participants - at the address of their place of residence, which the LLC has.

The legal address of participating organizations can be found using the electronic service for verification of counterparties: website of the Federal Tax Service→ Electronic services → Business risks: check yourself and your counterparty

Data on the addresses of the participants-citizens must be with the LLC, because it is obliged to maintain a list of participants in pp. 1-3 tbsp. 31.1 of Law No. 14-FZ. Moreover, if the address is already outdated, and the participant did not inform the LLC about this, then notifying him at the existing address will be considered appropriate. Since all the risks associated with the participant’s failure to provide up-to-date information about himself to the society, the participant bears pp. 1, 3 art. 31.1 of Law No. 14-FZ; Appeal ruling of the Omsk Regional Court dated November 21, 2012 No. 33-7337/2012.

If, for some reason, the list of participants was not kept, then you can search for their addresses in other LLC documentation. Such data can be found, for example, in the 2-NDFL certificates (if any were submitted to the Federal Tax Service Inspectorate), in the memorandum of association, sometimes in the charter.

It will not be possible to obtain this information from the IFTS, since the addresses of individual participants are protected personal data and tax secrets, and pp. 1, 2 art. 102 of the Tax Code of the Russian Federation; p. "d" part 1 of Art. 5, part 1, art. 6 of the Law of 08.08.2001 No. 129-FZ (hereinafter - Law No. 129-FZ). In the extract from the Unified State Register of Legal Entities, only f. and. about. participants. And the only thing you can get from the IFTS is an answer about the compliance of the data you provided about the address of the participants with the data contained in the Unified State Register of Legal Entities Part 2 Art. 6 of Law No. 129-FZ; Clause 11 of the Order, approved. Order of the Ministry of Finance dated November 23, 2011 No. 158n.

Date of dismissal of the head

At the general meeting, the participants must decide on the election of a new sole executive body and determine from what day he should start exercising his powers, taking into account the date of dismissal of the current head.

Accordingly, the day of dismissal of the head, and therefore the last day of his work, can be:

• <или> the date indicated by the head in the letter of resignation, with which the participants agreed;
• <или> the date on which 1 month expires, assigned to the manager to warn the employer about his dismissal and articles 14, 280 of the Labor Code of the Russian Federation. This date will be considered the day of dismissal, in particular, if the manager did not indicate the date of termination of the employment contract in the notice of dismissal. A month is counted from the day following the day the employer is notified of the dismissal and articles 20,,, 280 of the Labor Code of the Russian Federation;. And if the monthly period expires on a day off, then the last day of work of the head will be the first working day after this day off Art. 14 Labor Code of the Russian Federation.

Keep in mind that in some cases, there are reduced notice periods for dismissal. For example, upon dismissal due to the inability to continue working due to enrollment in an educational institution, retirement, or in connection with other similar circumstances, the employment contract with the employee terminates on the day indicated by him Art. 80 of the Labor Code of the Russian Federation. The fact that these provisions also apply to managers was also confirmed to us in Rostrud.

FROM AUTHENTIC SOURCES

“According to Article 280 of the Labor Code of the Russian Federation, the head of the organization has the right to terminate the employment contract ahead of schedule by notifying the employer (the owner of the organization’s property, his representative) in writing no later than 1 month in advance. However, according to Art. 80 of the Labor Code of the Russian Federation, in cases where the employee's application for dismissal of his own free will is due to the impossibility of continuing his work, the employer is obliged to terminate the employment contract within the period specified in the employee's application. Because ch. 43 of the Labor Code of the Russian Federation does not provide for specifics in terms of specifying the terms for the dismissal of managers due to the impossibility of continuing work, it seems that the provisions of Art. 80 of the Labor Code of the Russian Federation in this part also apply to the heads of organizations.

Rostrud

• <или> other date according to the agreement reached between the head and the participants (it should be drawn up in writing, and it will be signed by the participant authorized to this meeting m) articles 80, 84.1 of the Labor Code of the Russian Federation.

If the participants at the general meeting decide to dismiss the head without his consent earlier than indicated in his statement, despite the fact that there were no guilty actions on his part, then the basis for the dismissal will no longer be the head’s own desire, but the decision of the general meeting paragraph 2 of Art. 278 of the Labor Code of the Russian Federation; Appeal ruling of the Vladimir Regional Court dated August 13, 2013 No. 33-2553 / 2013; Determination of the Leningrad Regional Court of October 12, 2011 No. 33-5012 / 2011. And in this case, we recall, the head is entitled to compensation upon dismissal and Art. 279 of the Labor Code of the Russian Federation.

Pre-discharge chores

The head bears full financial responsibility for direct actual damage caused to the company by himself, and for losses caused to the company by his actions, in cases provided for by law. Art. 277 of the Labor Code of the Russian Federation; paragraph 2 of Art. 44 Law No. 14-FZ.

Therefore, the resigning manager should, in particular:

• report on accountable amounts, if any, are on him, keep copies of all advance reports and documents attached to them and hand over all surpluses to the cashier;
• notify the certification center and the bank of his dismissal in order to prevent cases of misuse of his certificate of the electronic signature verification key on documents for counterparties and on payments in the Bank-Client system after he leaves the company;
• on the last day of work, transfer the keys, seals and documentation of the LLC to the new manager on the acceptance certificate.

The process of "self-dismissal"

The procedure for dismissing a manager is no different from the procedure for dismissing any other employee. articles 16, , 84.1, ch. 43 of the Labor Code of the Russian Federation. The only peculiarity is that the manager himself can sign all the documents related to his dismissal - an order, as well as a work book, if the LLC does not have another employee responsible for maintaining work books for pp. 35, 45 of the Rules, approved. Decree of the Government of April 16, 2003 No. 225.

At the same time, the wording of the dismissal entry in column 3 of the section "Information about work" of the work book will be the same as when other employees are dismissed at their own request: "Dismissed at their own request, clause 3 of part 1 of article 77 of the Labor Code of the Russian Federation" pp. 13-15 Rules, approved. Decree of the Government of April 16, 2003 No. 225; pp. 5.1, 5.2 Instructions, approved. Decree of the Ministry of Labor dated 10.10.2003 No. 69. That is, referring to Art. 280 of the Labor Code of the Russian Federation (“Early termination of an employment contract at the initiative of the head of the organization”) instead of Art. 77 of the Labor Code of the Russian Federation, as is sometimes the case in practice Appellate ruling of the Kemerovo Regional Court dated March 14, 2012 No. 33-2803, no need. This was confirmed to us in Rostrud.

FROM AUTHENTIC SOURCES

“According to the Rules for maintaining work books, upon termination of an employment contract on the grounds provided for in Art. 77 of the Labor Code of the Russian Federation (with the exception of cases of termination of the employment contract at the initiative of the employer and due to circumstances beyond the control of the parties), an entry is made in the work book about the dismissal with reference to the corresponding paragraph of the first part of this article. Therefore, when the head of the organization submits to the employer an application for dismissal of his own free will, paragraph 3 of part 1 of Art. 77 of the Labor Code of the Russian Federation”.

Rostrud

Making changes to the Unified State Register of Legal Entities

The new head, within 3 working days from the date of appointment, must submit to the IFTS an application for amendments to the Unified State Register of Legal Entities in connection with the change of a person who has the right to act on behalf of a legal entity without a power of attorney paragraph 1 of Art. 40 of Law No. 14-FZ; p. "l" part 1, part 4, 5 art. 5 of Law No. 129-FZ. The IFTS within 5 working days from the date of receipt of this application will register the changes and exclude information about the former head from the Unified State Register of Legal Entities Part 1 Art. 8 of Law No. 129-FZ.

The former head himself cannot submit such an application to the IFTS. Therefore, he should make sure that information about him is excluded from the Unified State Register of Legal Entities. After all, while he is listed in the register as the head of an LLC, he may have difficulties, for example: Decree 5 of the AAC dated 09.10.2013 No. 05AP-7814/2013.

Features of dismissal in case of inaction of participants

If the participants, who were notified of the convening of the general meeting and its agenda, did not hold a meeting and did not appoint a new leader, then the current leader may still resign. Since there are no other conditions for his dismissal, except for notifying the employer in the person of the general meeting of participants within the prescribed period, the legislation does not provide for Art. 280 of the Labor Code of the Russian Federation. In this case, the dismissal procedure will be the same as described above.

The reasons why the participants did not appear at the convened meeting may be different. For example, leaving or being in a hospital for treatment. If so, it is only a matter of time before they appoint a new leader.

ATTENTION

The notice of dismissal and convening of the general meeting, postal receipts of its sending to the participants and the return receipt returned to the manager should be kept to confirm the fact and legality of the dismissal.

In this case, if there is a deputy in the state (another employee whose duties include replacing the absent head), the manager needs to:

• issue an order to transfer the relevant powers to the deputy articles 60.1, 60.2 of the Labor Code of the Russian Federation. And to represent the interests of the company in relations with third parties, it is necessary to issue him a power of attorney paragraph 1 of Art. 185 of the Civil Code of the Russian Federation. In this case, we are talking about the transfer of only certain powers. Since the decision to transfer to someone all the functions of the sole executive body is already the prerogative of the general meeting of participants;
• issue temporary bank cards with sample signatures of the deputy pp. 7.5, 7.13 Instructions of the Central Bank dated 30.05.2014 No. 153-I;
• transfer seals, keys, company documentation to the deputy on the act of acceptance and transfer.

It also happens that participants simply leave their company. In such LLCs, the head is usually the only employee.

In this situation, after following the entire dismissal procedure, the manager will definitely have to go to court with a request to the participants to exclude information about him from the Unified State Register of Legal Entities.

And the resigning manager can dispose of the LLC documentation (at the expense of the funds remaining at the LLC), in particular, as follows:

• <или>send a parcel with an inventory to one of the participants (for example, to one of them who has the largest share) Appeal ruling of the Kirov Regional Court dated June 13, 2012 No. 33-1718;
• <или>transfer for safekeeping to a notary or an organization or entrepreneur specializing in the provision of such services, sending a notification to the participant m p. 12 h. 1 art. 22.1, paragraph 16 of Art. 35 Fundamentals of the legislation of the Russian Federation on notaries, approved. Sun 11.02.93 No. 4462-1.

In a similar manner, the employment contract is terminated ahead of schedule by the head of the joint-stock company. At the same time, shareholders must be notified of the convening of an extraordinary general meeting at least 70 days before the date of its holding. And if the issue of appointing a sole executive body falls within the competence of the board of directors, then a notice of termination of the employment contract must be sent to the board of directors in Art. 273 of the Labor Code of the Russian Federation; sub. 8 p. 1 art. 48, paragraph 1 of Art. 52,

Any employee of the organization can quit at will. The leader is no exception.

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How to file the dismissal of the general director of an LLC at his own request in 2019? The CEO has unlimited powers within his organization.

Accordingly, his responsibility is quite large. Due to these factors, the process of dismissal of the head is somewhat complicated, even when calculating at will.

How to fire the CEO of your own free will in 2019?

Basic moments

According to the Labor Code, every employee has the right to quit at will. To do this, it is enough to express such a wish in writing and, after proper registration, interrupt labor activity.

But certain positions require a special dismissal procedure. This is due to the large volume.

An example of such a situation is the voluntary dismissal of the general director of an LLC.

When the head of an LLC wishes to cease operations of his own free will, careful compliance with the transfer of powers is required.

The slightest legal inaccuracy leads to a violation of the current legislation.

For any employee of the organization, the process of dismissal at will is to submit an application two weeks before the final settlement date.

Notification from the CEO must follow no later than one month. The reason is that it is the manager who is responsible for all production processes and proper reporting.

The CEO is the sole executive body of the LLC. He is responsible for the legality of all actions carried out by the company.

Therefore, the dismissal will require lengthy documentation. In addition, it will take a long time to find a suitable person to replace the leader.

Advance notice of dismissal is significant for the director himself.

Thus, he distinguishes between the periods when he carried out managerial activities and the period of withdrawal from making managerial decisions.

The rights and obligations of the director of an LLC are determined by the general meeting of all participants. Only it has the right to appoint the head and terminate his powers.

Before dismissal, the general director must notify the founders of the company. To do this, he has the right to convene a general meeting at any time.

What it is

The head of an LLC or CJSC is the sole executive body that manages all the current activities of the organization.

However, an ordinary employee can leave the job exactly two weeks later, regardless of the employer's wishes.

In some cases, calculation without processing is possible. In the case of the director, he cannot leave his post until he completely surrenders his powers and hands over the affairs.

The transfer of cases is necessary in order to delimit the degree of responsibility in time between two leaders, resigning and newly appointed.

The dismissal of the general director is also complicated by the fact that it is the director who is the representative of the LLC registered in the Unified State Register of Legal Entities.

The legal entity is obliged to notify the tax authorities of all changes regarding the sole contractor. Moreover, the application submitted for this purpose contains information about the new director.

As soon as the CEO resigns, he loses the right to file an application with the tax office.

That is, a resigned director cannot independently submit documents to change the registration data on the termination of powers.

A change in information in the Unified State Register of Legal Entities occurs only after a new person is appointed to the post of head. It will submit the required application on its own behalf.

An important point is the transfer of cases. The resigning CEO must hand over all the affairs to the new leader.

In the absence of this case, one of the founders can accept it. But the whole process must be formalized by appropriate acts.

What could be the reasons

There are several reasons why a CEO is fired at his own request. OJSC or LLC does not matter, the list of grounds is the same.

Some correspond to the dismissal of ordinary employees, others refer to special rules regarding an executive employee.

The reasons for the dismissal of the CEO may be:

• own wish;
• expiration of the period of validity of the employment contract;
• agreement of the parties;
• the initiative of the founders on the grounds set forth in Article 81 of the Labor Code;
• additional grounds predetermined by the employment contract;
• the initiative of the members of the company without indicating the reason;
• change of ownership of the company's property;
• removal from office of the head of a bankrupt company;
• dismissal of the head due to the liquidation of the organization.

Legal aspects

The dismissal of the head of his own free will regulates.

The procedure for the dismissal of the general director of an LLC at his own request

For all employees, including the head, the employer is LLC. It operates through its governing bodies.

And upon dismissal, the CEO is obliged to notify the highest management body of the organization:

• general meeting of founders;
• the only member.

In theory, the director does not need the permission of the company's participants to dismiss, he can arrange his own dismissal himself.

But the members of society must appoint a new leader. Which makes it necessary to call a meeting. In addition, it is necessary to transfer the affairs of the society.

Absolutely all participants must be notified about the meeting thirty days in advance. When posting a notification, the delivery time of the letter from .

Procedure steps

The process of dismissal of the CEO at will consists of the following stages:

Participant notification	On the holding of the meeting and the upcoming dismissal
Acceptance and approval by the meeting of the minutes	Or the decision of the sole participant to terminate the employment contract with the director. In this case, the reason for the dismissal must be indicated.
Issuance of an order to terminate the contract	And its registration in the register of such documents
Transfer by the head of affairs	And the property of the organization according to the act
Payment of all due amounts	Based on the completed
Making a record of dismissal in the personal card of the director ()	B familiarization with her director against signature
Making a notice of resignation	In the work book and issuing it to the hands of the former leader
Bank Notice	On the termination of the powers of the CEO
Notice within three days of the appointment of a new director	Federal Tax Service on changing registration information with submission

The powers of the director are terminated from the moment the order is issued, an entry is made in the work book and the cases are transferred to them.

Documenting

The process of dismissal of the head begins with the submission of an appropriate application. Further, a notice of the general meeting is drawn up and sent to all participants.

Regardless of the reason for the dismissal of the director, it is necessary to draw up the minutes of the general meeting or the decision of the sole founder.

Based on the decision, an order is issued to dismiss the CEO. Further, a proper record of dismissal is made in the manager's work book, indicating a link to the protocol or decision.

According to the act, the director transfers the affairs and property to the newly appointed head or one of the participants in the company. From that moment on, the CEO is considered dismissed.

We form an order

The order to dismiss the general director is drawn up using.

Such a standard is used to dismiss any employee of the organization. According to Article 84.1, the director himself issues an order, he himself endorses it and affixes a signature on familiarization.

If the company does not use unified forms, then the order can be drawn up according to its own approved template that meets the requirements.

The order states:

• title of the document and date of compilation;
• Name of the organization;
• type of document;
• description of the fact, namely the personnel decision;
• the title of the position of the responsible person, his signature with a transcript.

How to write an application

The application of the General Director for dismissal of his own free will is drawn up in free form. There is no unified version for this.

When writing, standard wording is used - “I ask you to dismiss of your own free will.” The employer is not required to provide specific reasons.

The employer is not entitled to demand any explanation. If it is necessary to reduce the time and leave without working off, it is written from what date the dismissal is desirable.

Video: how to fire a director

The text is dated and signed. The application is submitted at the general meeting or may be attached to the notice for the company's members.

Enrollment in labor

An entry in the work book of the general director is made in accordance with generally accepted rules.

That is, the date is indicated, a direct written statement of the fact of dismissal, the basis and a link to the supporting document.

The details of the general protocol of the meeting of the company's participants or the decision of the sole founder are indicated as the basis document. The record is certified by the seal of the organization.

In case of inaction of the LLC participants, the director can independently draw up the procedure for his dismissal.

What payments are due

The law stipulates two cases when a director receives compensation upon dismissal. This is a change in the owner of the property or the dismissal of the head by the founders without explanation.

The amount of compensation in this case is not less than three monthly salaries.

A compensation payment of one monthly salary, with the preservation of average earnings for up to two months, is due to the director of an LLC upon liquidation of the organization.

The calculation by agreement of the parties is not accompanied by mandatory compensation, but in practice the parties determine a certain amount of severance pay on their own.

In case of dismissal of the general director of his own free will, compensation is not provided for by law.

However, there may be a condition on severance pay upon dismissal on this basis.

Its amount is limited only for heads of state institutions and organizations with a state ownership share of more than fifty percent.

In the current material, we will talk about the procedure and nuances of the dismissal of the CEO of the organization.

We list the reasons for the dismissal of the director. Some of them will be the same as when other employees are dismissed, but there are also a number of special rules regarding the manager, which are spelled out in separate articles of the Labor Code. Reasons:

1. At the discretion of the leader. Dismissal of the director regulates at will. Unlike an ordinary employee, the manager must apply for dismissal no later than one month before the termination of the employment contract. Can a director be fired early? Although Chapter 43 of the Labor Code of the Russian Federation does not directly provide for such an opportunity, judicial practice confirms that it is allowed to apply general rules article 80 of the Labor Code. Thus, if there is an agreement between the parties, then the term for the dismissal of the director of the LLC at his own request can be reduced.
2. Due to the expiration of the employment contract. The term of office of the director is specified in the charter and the decision on his appointment. Upon expiration of the term of the employment contract, it is considered terminated. Not later than three days before the expiration of the term, the participants must inform the director of this fact in writing (Article 79 of the Labor Code of the Russian Federation). If the work of the manager suits the owners, then a new fixed-term contract can be concluded with him.
3. 3. By agreement of the parties. According to article 78 of the Labor Code of the Russian Federation, an employment contract can be terminated by agreement of the parties. This option is also called “soft dismissal”, when the owners of the organization do not want to continue working with the director, but at the same time they strive to remain on good terms with him. It must be admitted that the manager, even after dismissal, can maintain business ties with partners and competitors of the organization, have access to trade secrets or compromising information. The amount of compensation or "golden parachute" for the loyalty of the former director can reach the amount of an annual salary or several million rubles.
4. At the initiative of the participants of the company on the grounds of Art. 81 of the Labor Code of the Russian Federation. In the course of the current management of the company, situations are possible when the director makes unreasonable decisions or does not fulfill his official duties. If this caused harm to the health of employees or caused damage to the property of the organization, then the head may be dismissed under Article 81 of the Labor Code (paragraphs 9 and 10). Such dismissal is a measure of disciplinary action, and its initiators are the participants of the LLC. The owners of the organization should keep in mind that the leader dismissed under Article 81 of the Labor Code of the Russian Federation has the right to demand in court that such dismissal be recognized as illegal. In this case, the defendant must reasonably prove that the harm to the health of employees or damage to the property of the organization was caused precisely by unjustified actions or inaction of the director.
5. On additional grounds provided for by the employment contract. Paragraph 3 of Article 278 of the Labor Code of the Russian Federation does not provide an interpretation of what these additional grounds may be. At the same time, for the heads of state organizations, such grounds are directly indicated in departmental regulations. This may be a failure to meet the set economic indicators; refusal to comply with the decision of the owner of the organization; making transactions in violation of the provisions of the charter. For private organizations, these conditions may be similar. The difference between additional grounds for dismissal from dismissal under Article 81 of the Labor Code of the Russian Federation is that such actions of the director will not necessarily lead to damage to the property of the organization or harm to the health of employees. But this, in fact, is a discrepancy between the head of the position held, therefore, LLC participants have the right to indicate here any conditions that do not directly contradict the law.
6. At the initiative of the members of the organization, but without specifying the reason. A specific feature of the termination of the employment contract with the director is his dismissal by decision of the LLC participants without explanation. Although it does not directly indicate that it is possible to dismiss a director for no reason, there are also by-laws that confirm this possibility. So, in the matter of dismissal of the director by decision of the participants, all judicial instances are obliged to be guided by the clarifications of the Resolution of the Plenum of the Supreme Court of the Russian Federation dated 02.06.15 No. 21. Clause 9 of this document indicates that the owners of the organization have the right to terminate the employment contract with the head without explaining their motives. It does not matter whether the contract with the director was fixed-term or indefinite. You can dismiss a director without giving reasons at any time.
7. When the owner of the property of the organization changes. If the organization changes its owner, then he has the right to terminate employment contracts with the head, his deputies and the chief accountant (Article 75 of the Labor Code of the Russian Federation). Sometimes a change of ownership is understood as a change in the composition of the participants in an LLC, but this is not so. The owner of the property created at the expense of the contributions of the founders of the LLC, as well as produced or acquired in the course of its activities, is the company itself, and not its participants (Article 66 of the Civil Code of the Russian Federation). The Plenum of the Supreme Court of the Russian Federation indicated in paragraph 32 of Resolution No. 2 of March 17, 2004 that the change of ownership of an organization’s property should be understood, in particular, as the transfer of ownership during the privatization of state or municipal property, and not a change of participants. Also, the reorganization of a legal entity or a change in its subordination (subordination) is not a change of ownership. Thus, the dismissal of the director of a commercial enterprise on this basis is very rare, but it is necessary to be aware of such a rule in order to mistakenly not indicate the change of owner as the reason for terminating the employment contract.
8. Removal from office of the head of a bankrupt organization. According to Article 69 of the Law "On Bankruptcy" No. 127-FZ, the head of the debtor organization is removed from office, and the management of the company's activities is transferred to an interim manager.
9. Dismissal of the director upon liquidation of the organization. The director must be notified in writing of the liquidation of the company no later than two months in advance. The powers of the director are terminated after the appointment of a liquidator, while the duties of the liquidator can be performed by the former director himself, but already within the framework of a civil law contract.

How to fire a CEO: general procedure for dismissing a director

So, what actions should be taken if it became clear that the dismissal of the director for any of the reasons discussed above is inevitable? Let's consider them in more detail:

1. Prepare the minutes of the general meeting of participants or the decision of the sole participant to terminate the employment contract with the director. The document must indicate the reason for the dismissal of the director. As a basis, the director's statement of resignation of his own free will may be indicated; agreement of the parties; the decision of the participants to terminate the employment contract with the director; a memorandum on the commission by the director of actions under article 81 of the Labor Code of the Russian Federation.
2. Issue an order to terminate the employment contract in form No. T-8 and register it in the journal.
3. Accept from the head of the case and property of the organization according to the act.
4. Make the payment of the last salary, compensation for unused vacation, severance pay, other agreed payments on the basis of a note-calculation.
5. Make a record of dismissal in the personal card of the director in form No. T-2. With the entry in the manager's card, you must familiarize yourself with signature.
6. Make a record of dismissal in the work book and hand it over to the director.
7. Notify the bank about the termination of the powers of the director.
8. Within three working days from the date of transfer of the director's powers to the new head, inform your INFS about the change in registration information in the form 14001.

Compensation for the director upon dismissal

The law stipulates only two special situations when the owners of the organization are required to pay compensation to the director upon dismissal:

• change of ownership of the property of the organization;
• dismissal of the head by decision of the founders without explanation (clause 2 of article 278 of the Labor Code of the Russian Federation).

In both cases, the amount of compensation cannot be less than three monthly salaries. If the director was dismissed due to the liquidation of the LLC, then, like other employees, he has the right to receive compensation under Article 178 of the Labor Code of the Russian Federation (one monthly salary, as well as previous earnings for the period of employment, but not more than two months).

The payment of monetary compensation upon dismissal by agreement of the parties, although it occurs in practice, is not mandatory. There is no obligation to pay compensation to the director even when he leaves of his own free will, however, the employment contract may still provide for a certain severance pay.

In the case when the director is dismissed under article 81 of the Labor Code of the Russian Federation, there is no question of any compensation, on the contrary, a claim for damages may be brought against the former head.

As for the amount of compensation upon dismissal of a director, it is limited only to the heads of state and municipal organizations and those in which the share of state property exceeds 50%. For directors of such organizations, the amount of compensation cannot exceed three monthly salaries.

How to fire a retired director at will

The process of voluntary dismissal of a person who has reached retirement age has one peculiarity: such an employee has the right not to work out the period provided for by law (part 3 of article 80 of the Labor Code of the Russian Federation). Thus, the head of the organization, who is an old-age pensioner, is not obliged to meet the deadline for leaving work.

However, it is still necessary to comply with the formal dismissal procedure (notify the founders, convene an extraordinary meeting of the company's participants and make a decision on the dismissal of the retired manager) is still necessary. In the entry in the work book, it is necessary to indicate that the reason for the termination of the employment relationship was retirement.

Dismissal of the CEO by decision of the founder: procedure

If the organization has only one founder, and he wants to dismiss the CEO, the procedure for terminating the employment contract is as follows:

1. The board of directors or other authorized structure makes a decision to dismiss the director, draws up an act to that effect.
2. On the basis of the act, a Dismissal Order is drawn up, it also indicates the reasons for the termination of the employment relationship.
3. The dismissed person gets acquainted with the Order against signature, and on the last working day receives a salary and other payments, takes the work book. It should indicate the serial number of the entry, the date of completion, the reason for dismissal with reference to the article in the Labor Code of the Russian Federation, as well as the document on the basis of which the employment contract is terminated - the order, its number and date of publication. In conclusion, the authorized person and the dismissed person put their signatures, which are sealed with the seal of the organization.
4. The old CEO notifies the Tax Inspectorate of his dismissal in writing by submitting an application for amendments to the Unified State Register of Legal Entities. This must be done within three days, because. the new director will not have the right to sign until information about him appears in the Unified State Register of Legal Entities.

It is worth noting that a few days before the dismissal, the procedure for accepting and transferring cases should be started. Its features and procedure are usually indicated in the constituent documents of the company.

Sometimes dismissal of the CEO by decision of the founder for committing a violation, it is impossible to carry out (Article 81 of the Labor Code of the Russian Federation):

1. If he is on sick leave.
2. During the period of vacation.

The only exception is the liquidation of the organization: in this case, the employee director must be notified of the upcoming dismissal by an appropriate notice 60 days before the start of the termination of the enterprise.

The CEO decided to leave himself: the procedure

The dismissal of a director, for whatever reason, cannot be limited to the simple issuance of an order in the T-8 form. The number of questions centered around this key person would require a time-consuming and eventful procedure:

Employer Notice

Since the meeting of LLC participants can be considered the employer of the general director, then the appropriate notification will be a message about convening a meeting with a summons to dismiss the head of his own free will and the need to elect a new one (a copy of the standard form resignation letter is attached to the notification). Law 14-FZ gives the director the right to convene extraordinary meetings of participants (Article 35). Below you can read and download a sample letter of resignation of the CEO of an LLC at your own request.

Application example:

Despite the fact that the Labor Code of the Russian Federation speaks of a one-month warning period, it is unlikely that the general director will be able to quit so soon. Judicial practice indicates that the date of the notice of dismissal will not be the date the letter was sent, but the latest date the invitation was delivered to each founder. Therefore, you need to send papers and schedule a meeting in advance, but no later than 45 days from the date of writing the application (paragraph 3 of article 35 of 14-FZ). All this time, the current leader will have time to prepare matters for transfer, and the owners will have time to find a candidate for the vacant seat.

Preparation of the decision of the general meeting

On the appointed day at the general meeting (if there is a quorum in accordance with the charter), the decision of the hired director to dismiss is ascertained and recorded in the minutes. If a suitable applicant for this post has already been found, then in the same document they approve or reject his candidacy. If the receiver is not found, then the protocol indicates the person who will take over and temporarily manage the enterprise.

You can speed up the dismissal procedure if the LLC is organized solely: then the deadlines can be the declared 30 days. Even faster, you can fire the CEO if the head and founder are the same person.

1. Issuance of an order for the dismissal of the "old" general director in the standard form T-8.
2. Payment of wages and compensation for unused rest days.
3. Issuance of a work book.

From the moment the participants of the LLC sign the protocol, the “old” general director loses his powers, which means that he is no longer authorized to sign an order on his own dismissal, make an entry in the labor or sign any other documents of the organization.

Order

On the basis of what provisions and how is the Order prepared? An order on the fact of leaving an employee of this level is prepared on the basis of a decision made by the board of directors, founders or another similar structure in the organization.

Among other things, the dismissal protocol becomes the basis, although it is not legally prescribed anywhere. Registration is carried out by an internal Order drawn up according to the T-8 form, which was developed by the State Statistics Committee in 2004.

The Order must indicate the basis for the termination of labor interaction, put the date of compilation and the handwritten signature of the one who, according to legislative requirements, must officially dismiss himself.

Notification of the State Registration Service

Within three days, a package of documents must be submitted to the registration authorities (FTS) to fix changes in the state register of the LLC. It includes: application P14001 (the signature in it is certified by a notary) and a copy of the protocol. Only the new CEO can sign and submit this to the department that conducted the registration of the LLC. If his candidacy is not approved, then changing the data in the registry will be problematic.

Notification of social insurance funds and other interested parties

The powers of the director are so broad that information about his change should be sent not only to state bodies, for which there is administrative responsibility for not warning. It is better to inform everyone who, one way or another, interacts with the enterprise.

Does the procedure for dismissing the CEO of an organization at his own request provide for notification of the tax service?

The answer to this question is contained in "l" p. 1 and p. 5 Art. 5 of the Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ, which require information on the dismissal of the director of a legal entity (including at his own request) and a change in the executive body of the company to be submitted to the tax authority. To do this, you must submit to the tax office an application drawn up in the form P14001, having previously certified it with a notary. The application is submitted by the newly appointed head of the company within 3 days from the date of appointment, after which the tax authority enters information about the new head into the Unified State Register of Legal Entities.

A person dismissed from the position of the general director must make sure that his data is removed from the Unified State Register of Legal Entities. An unscrupulous approach to this issue can cause trouble in the future: problems in finding a manager in another organization, the danger of liability for the company's debts in the event of bankruptcy, etc. If a new head of the company has not been appointed, the application can be signed and submitted by the former CEO .

Change of data in the bank

Since the dismissal of the general director, the enterprise has been formally deprived of the opportunity to conduct non-cash financial transactions, because, in fact, there is no one to sign them. You can resume settlements only after transferring new cards to the bank with a certified signature of the management.

Revocation or confirmation of issued powers of attorney

In the process of managing the company, the former director could delegate part of the authority to other persons by issuing powers of attorney to perform certain actions. With his departure, their action is not canceled, and ends only after the expiration of the validity period indicated there. The enterprise, traditionally, keeps a log of such documents, so it will not be difficult to establish which of them have not lost their relevance.

Cancellation of nominal seals, facsimile prints, electronic digital signatures. Production of new ones in the name of the director who took office.

Dismissal of the director if he is the founder

This procedure does not differ much from the previous one, with the only difference being that in the case when the director is at the same time the founder, he does not draw up a protocol, but a decision of the sole participant, in which it is necessary to indicate the removal of his powers from office at his own request, and on the basis decision to write a letter of resignation in his own name. And then the process proceeds in the same way.

To-do list for a departing CEO

First, the preparation and conduct of the transfer of cases. It is best to do this under an act with the receiver, other interested persons may also be present, whose signature on the document will confirm the legitimacy of the transfer. At the same time, do not forget to transfer all seals, stamps, keys to safes and premises, it is also better to arrange this in writing. It may happen that there will be no one to take over the cases or there will be a conflict with the owners. There are several ways out of this situation: keep the documents with you, transfer them to the archive or to a notary, send them in a package with a list of the contents, if there is only one founder in the LLC. Of course, the most reliable places of storage, in this case, will be an archival organization and a notary's office, but the cost of their services is unlikely to fit into the symbolic framework.

Transfer of affairs and property, which was administered by the general director of the LLC, in the interests, first of all, of the outgoing director. But it is necessary to transfer only with written registration. If there is no one to sign the necessary documents, it is better to use alternative storage options.

Secondly, take care of the fulfillment of all obligations for the upcoming deadlines: control the filing of reports for the dates closest to the dismissal, make payments to the team.

Thirdly, to hand over all the cash on hand to the bank and report on all accountable amounts. While everything is calm in the official field, few people remember that it is necessary to keep tear-off stubs of receipt orders and receipts. Even fewer officials know that, when submitting advance responses for verification, the accountable person is required to return the tear-off part of the form, which indicates which documents are handed over to the accounting department. You may come across recommendations to simply make copies of these reports, but without the original tear-off part, it will be impossible to prove anything.

Fourth, if the successor has not been approved for the post, it is worth notifying the Federal Tax Service of the dismissal of the general director. Since the approved form P14001 implies a notice of the removal of powers from one person and their transfer to another, it will not be possible to submit it before the approval of the new director. For your own insurance, you can send a letter in a free presentation with a message about the dismissal of the CEO at his own request.

What cases are transferred upon dismissal of the CEO

The head is responsible for the safety of property and documents related to the activities of the organization. Upon dismissal, the director must hand over the affairs, which in practice means to transfer by act to the new head or acting director:

• founding and registration documents of LLC;
• minutes of general meetings and decisions of participants;
• accounting and banking documents;
• documents confirming the organization's ownership of real estate, transport and other property;
• personnel documents;
• licenses, approvals and permits issued to the company;
• contracts with contractors and other important documents;
• seal and stamps of the organization, keys to the safe.

Although the procedure for the transfer of cases specified by law has not been established, the head bears full financial responsibility in accordance with article 277 of the Labor Code of the Russian Federation. Based on this, before dismissal, it is also worthwhile to conduct an inventory of the organization's property.

Such a transfer of affairs is in the interests of the former director himself, since responsibility for the damage caused to the organization can be presented to him even after dismissal. If the director refuses to transfer cases under the act, then the owner of the organization must create a commission that conducts an inventory of cases and property and confirms the fact that the director refuses to sign. Further, if the actions of the director really caused damage to the organization, the issues of recovery of damages are resolved in court.

How CEOs can expedite the process of voluntary termination

Since the director is still an employee, he is subject to the provisions of Art. 80 of the Labor Code, in the part that allows some employees to avoid working off. So pensioners, pregnant women, those who move and other employees who can document the impossibility of continuing to work can be dismissed on the day they submit an application of their own free will or on a date determined by them independently.

How it is possible to exercise this right in practice, and to carry out the dismissal of the general director of an LLC on the day of application, remains a big question. Here it remains to rely on the loyalty of the founders, who can enter the position of an employee.

Theoretically, an employee whose rights have been violated can apply to the Labor Inspectorate and demand their assistance in speeding up the dismissal process, as well as holding the employer accountable. In reality, it will turn out that the manager will write a complaint against himself, since it is he who will accept the State Labor inspection, it will not work to involve the founders in it.

What will the former CEO of an LLC, an employee, be responsible for?

The dismissal of the general director of an LLC at his own request will not be able to protect him from administrative or criminal prosecution in the future.

Having parted with the former company, no matter for what motivation, he will not be able to forget about this segment of his working life immediately. Even if the transfer of cases during the period of dismissal went smoothly, there is a possibility that shortcomings in the work will be discovered after the signing of the order.

A minimum statute of limitations is provided for administrative violations. Even if the most serious of them is admitted, but discovered after a year after its commission, the administrative fine is not applied.

The most serious type of liability is provided for in criminal law, for example, those falling under articles 165 and 201 of the Criminal Code of the Russian Federation. So even for infringements defined as mild and minor, the statute of limitations is 24 months. For moderate offenses - six years, and for grave offenses - 10 years.

In addition to the liability provided for by the criminal and administrative codes, there is a possibility of material liability. It will be applied in case of detection of damage as a result of abuse by the former director or negligent attitude towards his work. Usually, government audits or audits initiated by new management help to identify financial losses and their causes. It is possible to file charges and file a lawsuit demanding compensation for losses within a year from the date of establishing their fact and obtaining evidence of the guilt of the resigned general director of the LLC (Article 392 of the Labor Code). Another unpleasant consequence of satisfying the employer's claim will be a ban on holding leadership positions.

How to fire a director during the liquidation of a company

The procedure for dismissal of the CEO by decision of the founder upon liquidation of the organization (that is, in the context of the voluntary liquidation of the company) is not fundamentally different from the procedure for dismissal of any other employee in this situation.

The fact that such a dismissal is coming, the director must be notified 2 months before the termination of the employment relationship. But the employer can offer him to terminate the employment contract before the expiration of this period.

Upon dismissal due to the liquidation of the company, the director receives all types of severance benefits and compensations that are provided for by the Labor Code of the Russian Federation for employees dismissed upon liquidation: severance pay, compensation for unused vacation, etc. In addition, additional payments may be provided for in an agreement with the director different types of layoffs.

Upon liquidation of the company, it is possible to terminate the employment relationship with the director, even if he is on vacation, on sick leave or on maternity leave.

The dismissal of a director is a procedure that is implemented in the jurisdiction not only of labor law, but also of civil law - in the part that regulates corporate relations.

Regardless of the basis for the dismissal of a director, there are procedures regulated by labor and civil law that must be implemented. Let's consider them.

Dismissal in bankruptcy

Another reason for terminating an employment contract with a director, in accordance with Article 278 of the Labor Code of the Russian Federation, is his removal from office in the event of the company's bankruptcy. According to Article 126 of the Law “On Insolvency…” dated October 26, 2002 No. 127-FZ, the powers of the director in this case are terminated by the decision of the arbitration court from the moment it is issued. At the same time, it is not required to notify the director of dismissal, severance pay is not paid, since we are talking about removal from office. After the court makes such a decision, the director must, within 3 days, transfer all the documentation, seals and material assets of the organization to the bankruptcy trustee.

The nuances of terminating the powers of the director of an LLC or JSC

The dismissal of a director at the initiative of the owners of the company (unless we are talking about liquidation, which is characterized by complex procedures, in many cases with the participation of the court) involves the following actions:

1. Publication of the minutes of the meeting of the founders on the termination of the powers of the head of the company. At the same time, this document must contain references to the provisions of the Labor Code of the Russian Federation, on the basis of which the founders dismiss the director. If the owner of the company is 1, then a decision of the sole founder is prepared. Often, along with the protocol on the dismissal of the director, a document is drawn up on the appointment of a new person - indicating his full name and the date of taking up the position of head (or a clause on the appointment of a new director is included in the protocol).
2. Initiation of the issuance of a dismissal order (possible in a unified form No. T-8).
3. Entering information about the dismissal in the personal card of the head, familiarization with this record of the director against signature.
4. Entering information about the dismissal in the work book of the director.
5. Making a decision on the appointment of a new head of the organization (if this decision is not made simultaneously with the preparation of the dismissal protocol).
6. Within 3 days after the appointment of a new director, informing the Federal Tax Service of this in the form P14001. At the same time, it is necessary to inform the bank servicing the current account about the change of the person entitled to use the EDS, and also ask the bank to block the EDS of the dismissed director.
7. Acceptance from the director of the documents used by him and the property of the organization (for example, keys, bank cards, EDS carriers).
8. Conducting settlements with the director, issuing documents to him.

How to draw up a letter of resignation (download sample)

The following information blocks may be present in the dismissal protocol (or the decision of the sole founder):

1. A block that indicates the name of the document, business entity, date and place of compilation.
2. With an indication of the founders present and those invited (among which, for example, the dismissed CEO may be).
3. With an indication of the issue that was put on the agenda - on the release of the general director of the company from his position. At the same time, the issue of appointing a new head of the organization may also be on the agenda.
4. With an indication of the persons who spoke at the meeting. For example, the owner, who initiated the dismissal of the director, and his partner, who proposes a candidate to replace the dismissed director.
5. A block that reflects the decision of the meeting of founders. In this case, it will consist in the release of the director from his position - on the basis of such and such an article of the Labor Code of the Russian Federation, as well as in the appointment of a proposed candidate as a new director.
6. With information about the voters. If the decision is made, the majority of votes or the fact that the decision was taken unanimously should be reflected here.
7. Block with the signature of the chairman of the meeting of founders.

It may also be supplemented by the signature of the secretary.

Dismissal of the director: entry in the work book and personal card

If the director’s order to dismiss himself has not been issued, then in his work book in the column “Name of the document on the basis of which the entry is made” you must give a link to the protocol adopted at the meeting of the founders.

In the column "Employment information" you need to provide a wording that corresponds to the reason for dismissal, which is reflected in the protocol (that is, there should be a link to the applicable article of the Labor Code of the Russian Federation).

An entry in the work book of the dismissed director can be made and certified by a specialist in the personnel service or another competent person of the company (it can be determined by the same minutes of the meeting of the founders).

Otherwise, the workbook is filled out and certified in the same way as when an ordinary employee is dismissed.

Again, on the basis of a protocol or order (if any), an entry is made in a personal card (which can be drawn up according to a unified form No. T-2). In it, the dismissed director must also sign.

When is the issue of documents and payment of compensation

On the last day of the director's work, he must be given a workbook, as well as pay the due compensation. For these purposes, it may be necessary to prepare other documents, for example, calculating payments according to the unified form No. T-61.

If the director cannot receive the documents in person, he must send a notice by registered mail about the need to appear at the company to receive them. Postal documents certifying the sending of this notice will simultaneously confirm the fulfillment by the company of this obligation during the inspection of the labor inspectorate, if by that time the documents are not in the possession of the resigned director.

It is desirable that the director fill out a bypass sheet, but even if he does not do this, then all documents must be given to him one way or another.

How is compensation paid to the director upon dismissal, if the contract does not contain a clause on its payment

If the conditions for the implementation of the employee's duties, indicated in the employment contract, worsen his position, which is determined at the legislative level, such conditions are invalidated.

An employment contract is developed in such a way as to discuss and secure in advance the obligations and rights of the parties to the agreement, prescribe the position, salary, any additional payments and allowances, as well as the procedure for terminating the contract.

Despite the importance of an employment contract, first of all, it is necessary to take care of the implementation of federal regulations, since they always take precedence over any local acts of companies. Therefore, even if the employment contract does not contain a clause on the payment of compensation to the dismissed director, it must be paid, since he loses his job against his will.

When the director of the enterprise is dismissed, an act is drawn up between him and the owner of the company (signed by the person accepting the cases), which states:

• important points related to the functioning of the company;
• the current state of affairs in the company;
• material values ​​transferred by the head upon dismissal;
• the fact of transfer of certificates of ownership of real estate, primary accounting documentation, licenses, registration and constituent documents;
• a list of agreements and contracts that were signed during the work of the company under the management of the director;
• a list of powers of attorney that were issued by the company to transfer certain powers to someone, and promissory notes issued.

On the last day of work, the director must familiarize himself with the order of his dismissal, after which the documents are transferred to the accountant and the personnel department employee. On the same day, the manager will receive a work book with a record of the reasons for dismissal and the balance of the money he has earned. He will be paid a salary for the last month, compensation for the vacation to which he was entitled, did not have time to use it, severance pay in case of dismissal not of his own free will and not for disciplinary acts or violation of the law.

Timing

As of today, the following deadlines will be required:

It must be remembered that also at the initiative of the employer, it is possible to terminate the employment agreement with the employee earlier than the period indicated above.

But at the same time, an appropriate agreement must be signed - the consent of the director himself is required to implement this kind of procedure.

In this case, the founders usually pay compensation to the dismissed leader. Most often, their value is equal to the monetary compensation paid upon dismissal - the average salary for 2 months.

Responsibility of the founder upon dismissal of the CEO

The founder will be liable if he illegally dismissed the general director and he filed a lawsuit in court, if the court decides in his favor, then the directors can be reinstated.

The director himself also bears financial responsibility at the enterprise in the following cases:

• for any reason, the profit for the enterprise is lost;
• through his fault, the company's property was damaged.

Administrative violations include:

• the goods were sold without the use of cash registers;
• constant violations in filing reports and paying taxes.

Even if, after the dismissal of the CEO, a violation of his actions is discovered, he may be held criminally liable. Depending on the severity, either a large fine or imprisonment will be imposed.

How to quit the CEO through the court: a lawsuit against the employer

In fact, the manager withdraws his powers a month after notifying the business owners in accordance with Art. 280 of the Labor Code of the Russian Federation. However, in the state register, the head will be listed as the sole executive body, and the agency will be able to change this entry only to information about the new director.

If during the working period the founders did not appoint a new head of the company, the resigning director should already initiate a judicial mechanism in order to exercise his right to be dismissed from his position.

The founders of the company, who have not taken the actions necessary to appoint a new director instead of the resigning one, commit a violation that may be the subject of a lawsuit in the arbitration court: as a result of their inaction, the rights of an employee holding the position of general director and wishing to be relieved of it are violated (subparagraph 2, paragraph 1 article 29 of the Arbitration Procedure Code of the Russian Federation).

In a statement of claim, a director who resigned from the point of view of labor legislation may indicate, in particular, that the founders of the company, first of all, violate his rights to freedom of labor activity, unreasonably force him to perform his duties, which is prohibited by the provisions of Art. 4 of the Labor Code of the Russian Federation and clause 2 of Art. 37 of the Constitution of the Russian Federation.

The application to the court must be accompanied by:

• a copy of the letter of resignation;
• postal documents confirming the sending of the application to the founders;
• a fresh extract from the Unified State Register of Legal Entities, according to which the resigned director continues to hold his position;
• possibly - the results of the plaintiff's correspondence with employers (which reflects their unwillingness to fire him).

The claim against the employer was considered: the actions of the director

If the court takes the side of the plaintiff (it is possible that after going through several instances), the court decision on recognizing the inaction of the founders of the company as illegal can be transferred to the Federal Tax Service as a basis for amending the Unified State Register of Legal Entities.

Among the main probable reasons for the decision by the court in favor of the defendant is the failure of the director to fulfill his duties after de jure dismissal under the Labor Code of the Russian Federation.

The fact is that while the Unified State Register of Legal Entities will record information that the plaintiff is the current director of the company, he is obliged to act as director. If problems arise in the business due to his inaction, then his refusal to work can be interpreted by the court as a sign of abuse of the right to dismiss, which in this case may be carried out by the director intentionally in order to cause harm to the company.

In addition, the founders, in turn, can initiate a counterclaim against the resigning director as an official who allows inaction, and recover damages from him due to problems in the business.

Director's actions before dismissal: appointment of an acting director

To a large extent, the success of the lawsuits of the resigning director, if they have to be initiated, depends on his actions preceding the dismissal, as well as those carried out in the period before the filing of certain claims.

One of such actions may be the appointment by the head of the company instead of himself of a person (with his consent), authorized to perform the necessary management actions in the absence of the resigning director.

This appointment will become a factor confirming the desire of the director to act in good faith and in the interests of the company under the circumstances - in arbitration, this priority of the resigning leader can be highly valued when deciding on the dispute.

It should be noted that a full-time deputy director can officially become acting or even replace a director on a permanent basis, as with any new director appointment, only by decision of the founders. At the same time, a person appointed by the resigning director instead of himself can accept any amount of authority, unless otherwise specified by the charter of the organization (decree of the Federal Antimonopoly Service of the Higher Educational Society of March 22, 2012 in case No. A58-6315 / 10). This action does not form the regulatory grounds for making changes to the Unified State Register of Legal Entities, but may be taken into account by arbitration.

Results

The consent of the founders to release the director from his position is not required - in terms of termination of labor relations with him, regulated by the Labor Code of the Russian Federation. However, the termination of the powers of the resigning director as a subject of corporate law (and, as a result, the introduction of the necessary changes in the Unified State Register of Legal Entities) requires the participation of the founders and their decision to dismiss the director from office. If the founders do not make such a decision, the resigning director has the right to achieve changes in the Unified State Register of Legal Entities through the Federal Tax Service or through the courts.

On the video about the dismissal of the director:

The Labor Code states that the director is obliged to submit a letter of resignation no later than one month after the calculated date of termination of activities.

If there is an agreement with the participants of the company, the period of working off can be reduced.

The procedure for the dismissal of a director requires notification of all founders by convening a meeting of participants.

When a successor is not found during the termination notice period, the manager may convene the founders to formalize the transfer of affairs.

How to fire the director of an LLC at will

The procedure for dismissal of the director of an LLC at his own request includes several stages:

1. Preparation of the director's letter of resignation.
2. Notifying members of the company about the upcoming departure of the head.
3. Organization and holding of the meeting of the founders.
4. Issue of the order.
5. Making entries in the work book of a dismissed person.
6. Settlement with the former CEO.
7. Issuance of documents to the General Director.
8. Notification of the tax authorities about the departure of the head of the company.

Compliance with the requirements of the law at each stage can protect the organization from possible claims from the former manager and the labor inspectorate, as well as ensure its further full functioning.

What could be the reasons

There are several reasons why a CEO is fired at his own request. OJSC or LLC does not matter, the list of grounds is the same.

Some correspond to the dismissal of ordinary employees, others refer to special rules regarding an executive employee.

The reasons for the dismissal of the CEO may be:

• own wish;
• expiration of the period of validity of the employment contract;
• agreement of the parties;
• the initiative of the founders on the grounds set forth in Article 81 of the Labor Code;
• additional grounds predetermined by the employment contract;
• the initiative of the members of the company without indicating the reason;
• change of ownership of the company's property;
• removal from office of the head of a bankrupt company;
• dismissal of the head due to the liquidation of the organization.

Dismissal of the director of an LLC at his own request: paperwork

The process of dismissal of the CEO at will consists of the following stages:

Participant notification	On the holding of the meeting and the upcoming dismissal
Acceptance and approval by the meeting of the minutes	Or the decision of the sole participant to terminate the employment contract with the director. In this case, the reason for the dismissal must be indicated.
Issuance of an order to terminate the contract	And its registration in the register of such documents
Transfer by the head of affairs	And the property of the organization according to the act
Payment of all due amounts	Based on the completed note-calculation
Making a record of dismissal in the personal card of the director (form T-2)	B familiarization with her director against signature
Making a notice of resignation	In the work book and issuing it to the hands of the former leader
Bank Notice	On the termination of the powers of the CEO
Notice within three days of the appointment of a new director	Federal Tax Service on changing registration information with the submission of an application in the form 14001

The powers of the director are terminated from the moment the order is issued, an entry is made in the work book and the cases are transferred to them.

We draw up a letter of resignation of the CEO

Application for dismissal to the founder from the director - a document that confirms the will of the employee who wants to leave the position. It is compiled 1 month before the expected date of leaving work (Article 280 of the Labor Code of the Russian Federation). Writing an application is not a mandatory step. Sufficient evidence of the will of the CEO is a notice given to the founders of the company.

The legislation does not establish clear requirements for the document. If for drawing up it is decided to use any sample letter of resignation of the general director of an LLC, it must be remembered that the document must contain the data of the employee and employer, the date of the upcoming dismissal, the date of preparation of the document and the signature of the applicant. At the same time, it must be borne in mind that for the head of the company, the employer is the general meeting of the company's participants.

You can submit an application for the dismissal of a director of your own free will in person or using a mail or courier service. In any case, the date of notification is the day the document is received by the employer. The main thing is to record the fact of receipt of the application by the addressee - for example, to receive a mark on the receipt of the letter.

Resignation letter from CEO

After the decision to leave the position, the director should set the date for the extraordinary meeting of the company's shareholders and send them information about the time and place of the meeting. The notification rules are listed in Art. 36 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ:

1. Notice must be sent at least one month before the upcoming meeting.
2. It is necessary to notify each LLC member individually.
3. The notice may be sent by registered mail or in any other way provided for by the company's charter.
4. The notice must contain information about the time and place of the meeting, as well as a list of issues planned for discussion.

Given the above rules, we can say that the best option is to send a letter of resignation of the general director of the LLC to the participants of the organization along with a notice of an extraordinary meeting of participants.

The procedure for coordinating the dismissal with the founders of the organization

At the meeting, the founders discuss and decide on the upcoming departure of the head of the company. Since Art. 37 of the country's basic law prohibits forced labor, LLC participants are not entitled to refuse the head of the organization early release from office.

Refusal to participate in the meeting and evasion of delivery of the notice are not good reasons for continuing the work of the general director against his will. In case of such behavior of the employer, the head of the organization may apply to the court. The statement of claim handed over to the employer is sufficient confirmation of the director's desire to leave his position. As a practical example, we can cite the appeal ruling of the Perm Regional Court dated August 05, 2013 No. 33-7154.

In the process of an extraordinary meeting, the founders agree on the date of the upcoming dismissal of the general director at their own request, and can also agree with him on a longer period of working out, necessary to search for a new candidate for the position of head. If an agreement between the employer and the employee is not reached, the latter has the right to resign without the consent of the founders. The main thing at the same time is to follow the procedure, as required by law.

Order on the dismissal of the CEO at his own request, a sample order

The head of the organization can issue and sign an order to leave on his own after the meeting. It specifies:

• company name and details;
• information about the dismissed person;
• reasons for dismissal;
• date of departure of the CEO.

In this case, as a rule, the unified form of document No. T-8 is used, approved by the Decree of the State Statistics Committee of the Russian Federation “On approval of unified forms of documents ...” dated 01/05/2004 No. 1. However, the use of this particular template is not mandatory, the employer, if desired, has the right to independently develop a form document. The current sample of the order to dismiss the head of the organization can be downloaded on our website.

Entering an entry in the work book and settlement with the gene. director

An entry in the labor head of the organization can be made independently or entrusted to an authorized person of the organization. He also has the right to certify it with his signature and the seal of the organization (if any). The main thing is to comply with the requirements of the instructions for filling out work books, approved. Decree of the Ministry of Labor of the Russian Federation of October 10, 2003 No. 69:

1. Complete all sections of the document.
2. Use Arabic numerals when filling in.
3. Do not allow abbreviations and corrections in the records.
4. Clearly state the reason for leaving.
5. Add a reference to the legislative norm that became the basis for the termination of the employment relationship.
6. Specify the details of the order to terminate the contract between the dismissed person and the employer.

Upon dismissal of the CEO of his own free will, he can count on payments and compensations stipulated by law: salary for hours worked, compensation for unused vacation, etc. In addition, the former CEO transfers business to the new head of the organization. In the event of the temporary absence of a legal successor, the ex-head may:

• continue independent storage of the seal and documents of the organization;
• entrust the storage of a special archival organization;
• transfer the documents and seal to the notary for safekeeping.

The right to store documents to notaries is granted by Art. 97 "Fundamentals of the legislation of the Russian Federation on notaries" dated February 11, 1993 No. 4462-1. When transferring, it must be remembered that documents are received and stored on behalf of the organization. This gives the right to the new head of the company at any time to pick up documents and seals.

Does the procedure for dismissing the CEO of an organization at his own request provide for notification of the tax service

The answer to this question is contained in "l" p. 1 and p. 5 Art. 5 of the Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ, which require information on the dismissal of the director of a legal entity (including at his own request) and a change in the executive body of the company to be submitted to the tax authority. To do this, you must submit to the tax office an application drawn up in the form P14001, having previously certified it with a notary. The application is submitted by the newly appointed head of the company within 3 days from the date of appointment, after which the tax authority enters information about the new head into the Unified State Register of Legal Entities.

A person dismissed from the position of the general director must make sure that his data is removed from the Unified State Register of Legal Entities. An unscrupulous approach to this issue can cause trouble in the future: problems in finding a manager in another organization, the danger of liability for the company's debts in the event of bankruptcy, etc. If a new head of the company has not been appointed, the application can be signed and submitted by the former CEO .

Notification of social insurance funds and other interested parties

The powers of the director are so broad that information about his change should be sent not only to state bodies, for which there is administrative responsibility for not warning. It is better to inform everyone who, one way or another, interacts with the enterprise.

Change of data in the bank

Since the dismissal of the general director, the enterprise has been formally deprived of the opportunity to conduct non-cash financial transactions, because, in fact, there is no one to sign them. You can resume settlements only after transferring new cards to the bank with a certified signature of the management.

Revocation or confirmation of issued powers of attorney

In the process of managing the company, the former director could delegate part of the authority to other persons by issuing powers of attorney to perform certain actions. With his departure, their action is not canceled, and ends only after the expiration of the validity period indicated there. The enterprise, traditionally, keeps a log of such documents, so it will not be difficult to establish which of them have not lost their relevance.

Cancellation of nominal seals, facsimile prints, electronic digital signatures. Production of new ones in the name of the director who took office.

Work Transmission

If the general director of an LLC is dismissed of his own free will, the registration of such an act, as for the head of a company of a different organizational and legal form, is a complex procedure. The transfer of affairs from the former director to the new one is one of the stages of such a procedure, although this stage is not provided for by law for an LLC.

Nevertheless, the transfer of cases is still better to arrange. As a documentary confirmation of such a transfer, an act of acceptance and transfer in any form can be used, which will reflect all the necessary nuances. The procedure for the dismissal of the general director at his own request provides that, first of all, the resigning director must record in the act the transfer of documents for the safety of which he is responsible, including:

• constituent documents (originals);
• agreements with banks;
• certificates of ownership of the company's real estate and land plots;
• original certificates of membership in the SRO, licenses;
• corporate seal, keys from safes, bank cells;
• valuable items, etc.

When dismissing the general director of an LLC of one's own free will, one should not neglect such an important procedure as an inventory of the company's property. The need to carry it out when changing materially responsible persons (MOL) is provided for by the Methodological Guidelines for accounting for inventories (approved by order of the Ministry of Finance of Russia dated December 28, 2001 No. 119n).

Subscribe to our accounting channel Yandex.Zen SubscribeImportant! The director of the company is the MOL (Article 277 of the Labor Code of the Russian Federation) and bears full financial responsibility for the direct actual damage caused to the company.

Features of the procedure for the dismissal of the general director - a pensioner at his own request

The process of voluntary dismissal of a person who has reached retirement age has one peculiarity: such an employee has the right not to work out the period provided for by law (part 3 of article 80 of the Labor Code of the Russian Federation). Thus, the head of the organization, who is an old-age pensioner, is not obliged to meet the deadline for leaving work.

However, it is still necessary to comply with the formal dismissal procedure (notify the founders, convene an extraordinary meeting of the company's participants and make a decision on the dismissal of the retired manager) is still necessary. In the entry in the work book, it is necessary to indicate that the reason for the termination of the employment relationship was retirement.

The procedure for the dismissal of the general director at his own request - the sole founder of the company

In the case when the head is both the sole organizer of the company and its owner, the procedure for dismissing the general director at his own request is greatly simplified. According to part 2 of Art. 273 of the Labor Code of the Russian Federation, the norms of labor regulation of the manager do not apply to such an employee.

In this situation, the head of the organization can at any time independently write a corresponding statement and decide on his dismissal. That is, the duration of the process is significantly reduced, since there is no need to notify yourself of the upcoming dismissal, wait 1 month and organize a meeting of participants. Simultaneously with the decision to dismiss, the sole founder can appoint the head of the company.

Responsibility of the CEO after dismissal

The job of a leader is about making difficult decisions. Responsibility for his actions and decisions - both material and criminal - if there are grounds for its occurrence, he will bear even in the event of dismissal from office.

So, the material responsibility of the head arises in the following cases:

• in case of loss of property;
• damage to the property of the organization;
• unforeseen expenses of the enterprise;
• loss of profit by the company due to the fault of the head.

As a rule, these circumstances are discovered after the audit in the company. The employer of the dismissed head of the organization may file a claim with the court demanding compensation for the damage caused by the actions of the general director. If the claims are satisfied, the recovery may be directed to the property of the former employee.

Illegal actions of a leader may be grounds for bringing to criminal responsibility under the following conditions:

1. In his actions (inaction) there is a corpus delicti.
2. The guilt of the leader is documented.
3. The statute of limitations has not expired.

In conclusion, it remains to say that the best solution would be peaceful negotiations and mutually beneficial agreements between the head of the enterprise and the founders, since they allow you to avoid litigation and quickly dismiss the general director of your own free will.

Leaving ahead of time

In a statement addressed to the founders, the head must indicate exactly when he wants to quit. But depending on the situation, the date of termination of the employment agreement may be changed. If the director agrees to leave before the term named by him, then the procedure for dismissal does not change.

There are cases when members of the company decide to terminate the employment agreement earlier than the date indicated in the application. If the consent of the head to this is not obtained, then it is considered that he was dismissed by the decision of the meeting. In this case, he will be entitled to compensation upon dismissal.

Features of changing the CEO

The general director has fairly broad powers regarding work with official documentation, which means that the procedure for changing the head of an LLC must be approached thoughtfully and seriously, based on the current legislation of the Russian Federation.

When changing the general director, it is necessary to remember such important points as drawing up acts of acceptance and transfer of printing and material assets, as well as constituent documents. This will avoid troubles and problems in the future.

As a rule, the change of the general director is caused by the desire of the head himself or the founders of the LLC. According to the norms of the current legislation, the founders must notify the CEO of their decision in advance - at least a month before the date of his proposed dismissal. The head, in turn, must notify the founders of his planned departure at the same time.

The founders have the right to both agree with the decision of the CEO to leave his position, and reject it.

In case of consent, a general meeting of founders is held, during which a protocol is drawn up, and a decision is made to change the general director of a limited liability company. The head within three days is obliged to submit data to the Federal Tax Service for amendments.

If the participants do not agree with the departure of the leader, then he must send a letter to the organization with a notification by mail. After that, the CEO can sign the order of his dismissal. Registration of the change of the head is carried out on the basis of a notification.

final settlement

Upon dismissal of the first person, firms are required to pay:

salary for hours worked;

compensation for unused vacation;

other payments stipulated by the employment contract.

Also, the former general director transfers business to the new head of the enterprise. Legislatively, the procedure for the transfer by the head of papers related to the activities of the company, when he leaves the organization, is not established. If a successor has not yet been found, the files can be deposited with an archive or a notary.

Making the final settlement with the General Director and issuing the necessary documents

A full settlement with the resigning CEO, as with any other employee of the company, must be made on the day of his dismissal, which is also considered the last working day.

To do this, he must receive:

• Salary for the last actually worked period up to and including the day of dismissal. At the same time, salary is supposed to mean not only salary, but also its other components: allowances, bonuses, bonuses, etc.
• Compensation for unused vacation.
• All debts to him for wages and other payments due, if any.
• Additional payments, if they are provided for by his employment contract or the internal rules of the organization.

If any amounts are due from the CEO in favor of the company, for example, compensation for the cost of property lost or damaged through his fault, they can be withheld from the calculation.

On the day of dismissal, the director, in addition to the full calculation, must receive the following documents:

• Employment book with a record of dismissal.
• Certificate 2-NDFL for the months actually worked since the beginning of the year, and, if desired, for earlier ones.
• Certificate of average earnings for the last three months.
• A certificate of the amount of earnings for the last two calendar years before dismissal.
• Personalized accounting information on contributions to the Pension Fund and the Social Insurance Fund:
  • An extract from section 3 of the calculation of insurance premiums (RSV).
  • An extract from the SZV-STAZH form.
  • Information on the form SZV-M.
• Medical book, if applicable.

If desired, he can additionally request:

• Copies of orders for hiring, dismissal, transfers, salary changes and extracts from any documents that mention his personal data.
• Salary information.
• Information about the periods of work with this employer.
• Any acts related to his labor activity and affecting his rights.

If LLC participants ignore the director's application for dismissal

Taking into account what is stipulated in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC do not have the right to refuse the general director to accept his application for dismissal and subsequent termination of employment.

Important! An extraordinary meeting in this case is held not to agree on the possibility of dismissal of the general director at his own request, but in order to comply with the provisions of Art. 280 of the Labor Code of the Russian Federation and sub. 4 p. 2 art. 33 of Law No. 14-FZ of the dismissal regulation.

The most common expression of bad faith actions on the part of the employer can be called ignoring by all participants of the LLC or one of them participation in an extraordinary general meeting, which may be expressed, among other things, in unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.

In such cases, after the expiration of the prescribed month, it is recommended that the head of the LLC who wants to quit, apply to the court to challenge the inaction of the founder (founders) and demand the dismissal of his own free will. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court of June 13, 2012 in case No. 33-1718).

Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice of dismissal has passed, the employee is entitled to terminate the performance of his labor functions, regardless of whether the employer complies with the regulations for terminating the employment contract or not.

At the same time, a statement of claim of the appropriate content, handed to one of the founders, may be recognized as a proper confirmation of the will of the employee (see the appeal ruling of the Perm Regional Court dated August 05, 2013 in case No. 33-7154).