Protocol on the appointment of the sole executive body sample. Sample decision of the founders on the appointment of the director ooo

All employees of the enterprise engaged in labor activities for the benefit of it in order to make a profit must be officially employed, and their activity is subject to payment in the amount established by wages, taking into account additional payments. The labor code governs the need for registration of employees holding senior positions, even if they are the founders of the company.

Execution of a manager for work

The director’s employment procedure has a number of features that distinguish the appearance of an ordinary employee from the head. One of the founders of the company, as well as any person with the appropriate qualifications and experience, can apply for a leadership position.

To take a director to work, the founders of the company should organize a meeting in advance at which a decision must be made on the appointment of the head of a particular person and a protocol should be drawn up. This document will subsequently be grounds for employment by the director   specific citizen.

If the company has several founders, then the protocol must contain the signature of each of them. If the founder is one, then he independently decides on the appointment of the head.

Protocol of the meeting of the Company participants

In the case of two or more founders of the company, the basis for the appointment of the director is the minutes of the meeting of the company's participants. In some cases allowed registration of labor relations with managers by decision of one of the founders, which was chosen by the rest of the delegates.

The document substantiating the hiring of an employee must necessarily contain information on the percentage of ownership of company property by participants.

The decision of one founder

The appointment of the director in the case of the sole creation of the LLC is implemented through execution of the decision. It should be noted that in the order documentation the date of its registration must coincide with the date the decision was made by the founder.

The document must contain information:

1. Date and place of decision.
2. Initials of the founder.
3. Indication of 100% ownership of the authorized capital
4. Name of the company and its details.
5. The decision to appoint a specific person as director.
6. Personal data of the citizen appointed by the head of the company.
7. Date of taking office.
8. Period of authority.
9. An order to amend the registry.
10. Signature.

Features of renewal

When appointing a leader to a position in the contractual agreement, as well as in the minutes of the general meeting or the sole decision of the founder, must be present information on the period of cooperation.

At the end of the agreement, an extension of the terms of the director requires a decision by the founders. The document must be in writing on letterhead and contain information on the extension of the powers of an existing director.

How is the registration process

In the course of the enterprise’s activities, many controversial situations arise, the solution of which is possible only through founders who are authorized persons for conducting financial and legal transactions with the business entity.

Paperwork should be done in accordance with the requirements of the law, the provisions of the charter documentation and the competence of the company participants.

Making any important decision should be implemented on general meetingThe outcome of which is a decision. It must be issued in the form of a protocol containing information:

• date of the general meeting;
• registration number;
• participants in the meeting, indicating the contributed share in the authorized capital;
• agenda;
• voting results;
• decision;
• signatures of all participants in the meeting.

Based on the protocol, a decision is drawn up, which should contain the required sections:

• decision to create;
• determination of legal address;
• approval of statutory documentation;
• appointment of a director;
• solving the issue of printing enterprises;
• determination of the person responsible for conducting registration activities.

Creation of LLC

The minutes of the general meeting of founders and their decisions are not governed by certain forms. They can be composed in any form. The main requirement for them is to display all the required information.

FAQ

The appointment to the post of leader is accompanied by a number of issues, the knowledge of which is necessary for the competent documentation and management of the company.

Who can be a director?

The head of the enterprise may be one of its founders or an outsider. In this case, the rules are defined by law:

• the sole founder can independently appoint himself a director;
• the same person has the right to occupy a leadership position in several organizations;
• in the absence of Russian citizenship, you can occupy a leadership position only after obtaining permission in the migration service.

Who signs the employment contract?

An employment contract is signed by two parties, one of which is the head of the company appointed to the position. As the employer, the signature is put by the founder (if he is the only one) or an authorized founder (if there are several participants).

Do I need an order to appoint a leader, if there is a decision of the founders?

Labor relations between the employee and the employer are regulated by law, which clearly stipulates the procedure for hiring a person. In this case, the mandatory stages of registration are:

• conclusion;
• execution of an assignment order.

Is it obligatory to enter information in the register about changes in the executive staff of the enterprise?

If information is not entered into the Unified State Register, the newly appointed director does not receive management authority. All documents signed by him can subsequently be challenged in court and invalidated. There may also be trouble with the tax service due to tax evasion

How to change the head of the organization?

The director may be replaced until the end of the term of cooperation in case of violation or non-fulfillment of contractual conditions provided for in the Charter and the employment contract. The procedure for appointing a new leader is carried out according to the standard procedure. In this case, it is necessary to fix the changes in the register.

All about the responsibility of the founders and directors of the LLC can be found in this video.

The general director of a limited liability company may be appointed by decision of the general meeting of the founders (subparagraph 4, paragraph 2, article 33, paragraph 1 of article 40 of the Federal Law "On limited liability companies" dated 08.02.1998 No. 14-FZ) or a single participant LTD.

Note! The director may be appointed one of the participants of the LLC or any other person.

The decision of the general meeting is fixed in the minutes drawn up in writing (Article 39 of the Law No. 14-FZ).

There are no requirements for its content at the legislative level. Wherein:

• Typically, the text of the decision is posted on the letterhead of the organization. Otherwise, in addition to the name of the organization, it is necessary to indicate its registration data.
• The place (settlement), the date of the decision is indicated. But the decision number is not always assigned.
• The decision on the election to the post of general director is indicated. The full name of a specific citizen, his passport details and registration address, date of election are registered.
• The term of validity of the powers is optional, since it is determined in accordance with the charter of the organization (Clause 1, Article 40 of Law No. 14-FZ).

  Decision of the sole participant on the appointment of the Director General

Note! In the case when the general director is appointed as the sole participant of the LLC, the document is referred to as the decision of the sole participant.

The document reflects:

• date and place of decision;
• surname, name, patronymic of the sole participant, details of his passport, registration address;
• the size of the share in the authorized capital (100%);
• details of the person appointed by the director.

The document is signed by the sole participant of the LLC.

A sample of the named document can be found below:

  Decision on the extension of the powers of the General Director (sample)

This document must also be in writing. Its content is similar to those indicated above. The wording on the appointment to the post of general director of the same citizen, if his powers are not terminated, is not used.

Note! The text of the decision is either posted on letterhead, or without fail contains information about the name and registration data of the LLC.

The template of the mentioned document can be downloaded here:

So, the decision to appoint the general director of LLC expresses the will of the participants or the sole member of the organization to choose the executive body of the legal entity. Such a document is drawn up in any form, but always in writing.

A decision was made to create a new organization. Now you need to appoint a CEO. How to make a decision on the appointment of the general director, provided that the company has only one founder? We offer our readers a sample of 2019 decision on the appointment of the General Director of LLC.

The first thing to decide, and the contract - then

The appointment of the CEO is the prerogative of the founders of the company. If an organization has one sole owner, it is he, the sole founder, who single-handedly appoints the head of his organization (paragraph 2 of article 7 and paragraph 1 of article 40 of the Federal Law of 08.02.1998 No. 14-FZ, paragraph 2 of article . 2 and Article 69 of the Federal Law of December 26, 1995 No. 208-FZ).

Especially for the readers of the portal, our experts prepared a sample decision on the appointment of the CEO.

SOLUTION No. 1   the sole participant in DV-fish limited liability company

moscow 06/22/2017

In accordance with the charter of LLC DV-Ryba, the sole founder of the company
  Siluanov Yuri Petrovich

To appoint Stepan Igorevich Pikalev as Director General of DV-Fish LLC on June 22, 2017 for a five-year term.

Sole founder of ____________ Yu.P. Siluanov
  LLC DV Fish

When starting to create an LLC, first of all, you should take care of documenting the decision to establish a limited liability company. The legislation of the Russian Federation provides a list of necessary documents, among which the decision of the sole participant, the minutes of the general meeting of the founders and the order on the appointment of the director. These papers must be submitted to the tax authority at the place of registration of the company.

LLC registration: list of documents

To establish a company, the tax service provides documents according to the list below.

Application Form 11001

Notarization is not required if all founders come to submit an application at once. If the LLC is registered by proxy or with the help of a notary's office, then the application will have to be notarized. Otherwise, the founders fill out each of their “Sheet H” forms (can be filled out using free online servers, they minimize errors when filling out).

The decision of the founder of the company

Served if the LLC registers the sole founder. Notarized certification of the document is not required.

Holding a meeting and drawing up a protocol

The minutes of all meetings of the company are filed in one folder. It is possible that participants in the company will need extracts from these documents (extracts are certified by the general director).

It is not necessary to notarize the minutes of the meeting in the following cases:

• all LLC participants sign a document. Or part of the participants (if this is fixed in the charter of the company);
• fixing the decision-making procedure with the help of technical means (audio and video recording);
• other methods permitted by the law of the Russian Federation.

The above methods should be displayed in the Charter of the company or in an additional decision.

An exception to this rule is still present.

Be sure to notarize the protocol on the increase in the authorized capital of LLC. This is spelled out in the Federal Law of the Russian Federation “On Increasing the Authorized Capital”, article 17 part 3.

How to draw up a founders agreement

The contract determines the procedure for conducting joint activities of the company participants. Signed by all the founders of the LLC.

The agreement of the founders includes the following clauses:

• the total amount of the authorized capital of the LLC;
• the size and estimated value of the contribution of each participant;
• terms of payment for shares of each of their participants (procedure, terms).

The contract itself is notarized optionally. If participants withdraw from the LLC, a notarized copy of the founders' agreement on the creation of the LLC will be required. Together with a copy, the participant leaving the LLC will need an extract from the register. It contains data on the size and value of a specific share.

Sample Charter LLC

The law of the Russian Federation "On LLC" dated 02.08.1998 as amended. and add. (relevant in 2017) mandatory sections of the document are provided. If the general meeting of the founders in the protocol confirms the authenticity of the charter of the created LLC, then notarization is not necessary. With the consent of all owners, you can go through the process of notarizing a document. Since 2016, it became possible to register LLC based on a model charter.

The charter must be drawn up in duplicate; the general director of the LLC can assure it. On the last page of a numbered, stitched and sealed document is signed: “The copy is correct. General manager. Signature. Full name. Date".

Since 2014, you can certify a copy of the charter in the tax authority. The registration procedure lasts up to five business days. For an additional fee, the certification period will be reduced.

Notarization of documents

The notarial service of certification of a copy of the charter is still relevant. You will need a passport and two copies of the charter. The notary will independently fasten and sew the documents.

Legal entity as a founder of LLC

LLC can be created not only by individuals. Different combinations are allowed: legal entities and individuals, only legal entities. When there is a legal entity among the founders of the LLC, the standard list of necessary documents is supplemented by the following papers.

• The charter of the legal entity that acts as the founder of the LLC (a copy of the charter is notarized).
• Agreement of the founders of a legal entity (notarized copies).
• A copy of the minutes of the meeting of the founders of the legal entity on joining the new LLC.
• The protocol of the founders confirming the authority of the general director of the legal entity, which is part of the founders of the new LLC (+ copy of the passport of the general director).
• Extract from the Unified State Register of Legal Entities (notarized).
• The certificate issued by the Unified State Register of Legal Entities (its copy), a copy of the data on the appointment of the OGRN to the legal entity - founder.
• Copies of certificates from the tax service on registration and TIN assignment (notarized).

If the founders are citizens or legal entities of another state

Documents for registration of LLC foreign citizens and legal entities are notarized. Apostille also takes place.

Apostille (French Apostille) - an international standardized form for filling out information about the legality of a document for presentation in the territory of countries that recognize this form of legalization.

Instead of money - property contribution

Based on the provisions of article 15 of the Federal Law “On LLC”, a property contribution to the authorized capital of LLC is allowed. In this case, it is worth providing documents for the property to be deposited (receipts, coupons, receipts, warranty cards, invoices, data sheets, notarization certificate - that is, everything that confirms the presence and ownership of the property.

The deposited property is evaluated at the general meeting of the founders with the execution of the protocol. An expert opinion with an official opinion is welcome.

The property brought into the LLC is drawn up by the relevant act.

What is the difference between the founder of an LLC and its member

Founder - founder of LLC (individual, legal entity). Solves all organizational issues for registration of the organization. Since the official registration of the LLC, all founders are called members of the company.

New members may enter the LLC. This happens in such cases:

• personal contribution to the capital of LLC;
• purchase, gift, share inheritance.

There are changes in the composition of participants - this is an occasion to amend the Charter. One participant is required.

Minutes of the meeting: rules for registration

The pages of the protocol are stapled, the chairman of the meeting signs at the place of stapling. 2 copies of the protocol are drawn up.

Shelf life - the entire period of existence of the LLC. Therefore, the following requirements are imposed on their accounting and design:

• Text is printed on only one side of the sheet.
• Mandatory protocol numbering. Protocol numbers are written like this: 01, 02 - 09, 10, etc.
• All protocols are stored in a single folder, or collected in folders by year of conclusion.
• Within three days, the minutes of the meeting must be drawn up according to the rules.

Table: who should draw up and sign the protocol

Do I need to print on the protocol

At the initial stage of the creation of LLC printing is missing. And so it is not set. Subsequently, when the company acquires a seal, it is allowed to put it on the protocol.

Data for the minutes of the meeting:

• date and place;
• personal data of each participant in the meeting;
• list of issues discussed;
• voting result;
• information about persons who voted “against” or abstained.

Absentee voting for entering information into the protocol

The law of the Russian Federation does not prohibit such absentee voting. The meeting minutes shall contain information on early voted persons. Indicate the date and results of absentee voting.

A protocol is drawn up in accordance with the requirements of Article 181 of the Civil Code of the Russian Federation.

Sections of the minutes of the meeting

1. Protocol header
2. Date, time and place.
3. Transfer of composition (founders, invited persons). If there are more than 15 founders, an annex to the protocol is drawn up with a full listing of the composition.
4. Information about the elected chairman and secretary of the meeting.
5. All information on the agenda of the meeting should begin with "oh ...". Reference to the meeting agenda itself is not permitted.
6. The essence of each item on the agenda of the meeting is briefly described. The decision on each issue is indicated.
7. Voting results for each item.
8. A conclusion is written for each question on the agenda.

Registration of the minutes of the meeting of the founders of LLC

Registration of the decision of the sole founder of LLC

Suppose the founder solely registers an LLC. In this case, no meeting of the founders is needed, and the founder draws up a decision (Federal Law N 14-ФЗ "On Limited Liability Companies" - relevant in 2017).

What items does the decision of the founder contain

• Document number, date, place of decision.
• It is indicated that the founder (full name) decided to create an LLC (name of organization).
• Information about the location of the organization (legal address).
• Data on the authorized capital (size, terms of payment). The size of the authorized capital of the LLC is at least 10 thousand rubles (actual in 2016). When opening a bookmaker, providing insurance services, issuing loans for various needs, producing alcoholic beverages - in this case, the lower threshold of the authorized capital will be significantly higher.

“The minimum amount of the authorized capital of the organizer of gambling in the bookmaker or sweepstakes is set in the amount of 100 million rubles. Only cash may be paid in such authorized capital. For the formation of such authorized capital, borrowed funds cannot be used. ”

  Law of the Federal Law No. 244 of December 21, 2006. Actually in 2016.

• On approval of the Charter of the company.
• Appointment of the head of LLC.

An example of registration of the decision of the founder of the LLC is given below.

Decision on the appointment of the Director General

The decision on the appointment of the head is made by the founders of the LLC. However, there is a significant difference in execution: there is only one founder - a decision is being drawn up, a group of founders - a meeting protocol is drawn up.

One founder - preparing a solution

The founder can independently perform the duties of the general director, which is indicated in the decision. Information about the general director of the LLC appointed to the post is submitted to the tax service for entering information into the Unified State Register of Legal Entities (Federal Law 129 Article 5, relevant in 2016).

The group of founders - we draw up the minutes of the general meeting

The minutes of the general meeting of the founders make a decision on the appointment of the general director of the LLC. The appointed CEO may be from among the founders of the LLC. The protocol is notarized for submission to the tax office.

Currently, the creation of an LLC for a novice entrepreneur does not present any special difficulties. All that is required to start is a clear algorithm for compiling, registering and submitting documents. Organization LLC allows you to work and make profit from the activities of both a group of entrepreneurs and the sole founder.