Protocol of the decision of the sole founder on the appointment of the director. Sample decision of the founders on the appointment of a director

A decision was made to create a society. Now you need to appoint the head of the new organization. Since the company has several founders, a protocol of the general meeting of participants on the appointment of the director of the LLC is needed. Especially for readers of the portal, our experts prepared a completed sample of 2019.

If there are several founders, you need a protocol

The head of the organization is appointed by the owners of the company. If there is only one founder, then the appointment of a director to the position is formalized by a decision on the appointment of the Director General.

If there are several co-founders, then you need a protocol of the general meeting of participants on the appointment of the Director General (Article 63, paragraph 3 of Article 69 of Federal Law of December 26, 1995 No. 208-FZ, Article 37 and paragraph 1 of Article 40 of the Federal Law of 02/08/1998 No. 14-FZ). When compiling the protocol, it is necessary to indicate the period for which the labor contract is concluded. Recall that the maximum duration of an employment contract with a director is 5 years (Articles 58, 59, 275 of the Labor Code of the Russian Federation).

When compiling the protocol, it is necessary to determine which of the participants in the company will sign an employment contract with the general director and reflect this information in the text of the protocol.

Especially for readers of the portal, our experts have prepared a completed one.

After the protocol we sign the contract

The director of the enterprise, despite his special role in the life of the organization, is an employee and acts within the framework of an employment contract (Article 40 of the Federal Law of 08.02.1998 No. 14-FZ, Article 69 of the Federal Law of 12.26.1995 No. 208-FZ) .

An employment contract with the director can be drawn up in any form, including all the necessary information, conditions and guarantees provided by applicable law (Ch. 10.11 of the Labor Code of the Russian Federation). A written contract is required (Article 67 of the Labor Code of the Russian Federation). You need to print two copies:

• for organization;
• for the employee.

On the copy of the employer, the general director must sign the receipt of his copy.

Starting from 2017, organizations can use the model employment contract form approved by Decree of the Government of the Russian Federation of 08.28.2016 No. 858. If the employer is a microenterprise, then the use of this form will allow not to develop local regulations, provided that all the necessary information is indicated in the standard contract.

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. 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 head of the organization (director, general director) can be appointed in the only way - by decision of the general meeting of owners of the enterprise. This procedure is regulated by paragraph 2 of Art. 33, clause 1, Article 40 of the Law "On Limited Liability Companies" dated 02.08.1998 No. 14-ФЗ. The minutes of such a meeting or the decision to appoint a director isolated from it is the main document attesting to the powers of the head.

The leader can be either one of the founders or any employee. The procedure for approving a candidate is always the same.

The protocol is drawn up in free form, always indicating the date. It should contain registration information about the company, information about the founders and their shares in the authorized capital. The name of the position of the head (director, general director) in the decision must coincide with what is indicated in the charter of the enterprise. The passport data of the elected leader should be recorded in the protocol. The term of validity of the powers is optional, as they are in the charter of the company.

When a director is re-elected due to the expiration of his term of office or ahead of schedule, it is also necessary to convene a general meeting of founders. Correctly execute the decision of the founders on the appointment of the director will help the sample.

  The decision of the sole founder on the appointment of the General Director of LLC

In the event that the founder of the enterprise is one person, such a document will be called the decision of the sole participant or founder.

Any individual can be appointed to a managerial position (general director, director), but in most cases, the founders themselves become at the helm of the company or entrust the business to close relatives.

  Registration of labor relations with an appointed manager

A feature of the contract on the hiring of a manager is that on the part of the employer, on behalf of the enterprise, it is signed by the owner or sole participant authorized by the general meeting.

In the case when the owner is alone and he appoints himself as director, an ambiguous situation arises. On the one hand, in order to conclude an agreement, it is necessary to have two parties, and signing an agreement with yourself is unacceptable. On the other hand, no one deprives the head of the right to conclude an agreement with the company, even if he is the sole founder and assumes the responsibilities of the director. It is important to understand that such an agreement is signed by one person who acts as a founder and as an employee at the same time.

IMPORTANT! In addition to the decision of the participants or the sole founder of the company on the appointment of a leader and an employment contract, an order is issued to hire a director. These documents must be from one date. Information about the manager must be entered in the Unified State Register of Legal Entities.

What personnel documents still need to be issued for the director, you will learn in the articles:

• “What relates to mandatory personnel documentation?”;
• "Personnel documents that should be in the organization."

  Summary

In order for the director of the enterprise to take office, a decision is needed on the appointment of the general director of the LLC, drawn up according to one of the images proposed above, an employment contract between the enterprise and the director and an order for employment.

In order to register a legal entity as part of a package of documents for registration with the tax authorities, the decision of the founder on the creation of this legal entity and the appointment of the head of the organization is mandatory if the founder of the legal entity is singular. If a legal entity creates several persons (individuals or legal entities), then a memorandum of association is concluded.

For acquaintance we will give a standard sample of the decision of the founder No. 1 on creation of a limited liability company.

Solution No. 1.

Place of compilation _________________ (date) __________

I, full name, identification document series ______ No. _________________ issued (date) by whom ______________________ unit code (if any) _______ - ________, address of permanent residence: ___________________________________________________ guided by applicable law, I decide:

1 Establish (full name of the Company) ______________________________

2 To approve the full company name: Companies: Limited Liability Company "______________________".

3 To approve the abbreviated company name: LLC "______________________".

4 To form the authorized capital in the amount of _________________ (____________________________________________) rubles. At the time of state registration of the company, the participant pays at least 50% of the cost of the authorized capital by making ____________________ (indicate property or cash). The participant pays the unpaid part of the deposit within a year from the moment of state registration of the Company

5 Charter ______________________ (name of the Company) to approve.

6 The following person shall be elected to the post __________________________ (indicate the name of the post of the head) of the Company:

Name, identification document series ______ No. _________________ issued (date) by whom ______________________ unit code (if any) _______ - ________, address of permanent residence: ___________________________________________________

Name (signature)

Appointment Decision! Need a sample "decision on the appointment of the CEO", if one founder! Help!

Valery Tagaev Enlightened (22820) 1 year ago

Here is an example sample. But all this is on the Internet.

Protocol

General meeting of participants of LLC __________________

_____________ "_____" ____________ 200__

Present:

Citizen of the Russian Federation _______________________, passport series ___________ number ________________, issued ______________ ATS _____________________________, unit code ________________________, registered at: ________________________________________________

1. To elect for the position of the Director General of the Company _______________________, passport series ___________ number ________________, issued ______________ ATS _____________________________, unit code ________________________, registered at: ________________________________________________ for a period of ____ years, from ______________________________________.

2. Conclude an agreement with the Director General of the Company for the period ________

__________________________ _______________

Tatyana L The Thinker (5292) 1 year ago

SOLUTION N ___

sole participant

Limited liability companies

"Company"

Sole participant of a limited liability company

- ______________________________________________________________________ -

(for an individual, indicate: full name passport data, registration address for legal entities: date and number of registration, registration authority, location, as well as full name of the head or other person acting on behalf of the founder )

1. Assign to the post __________________________________________________________________

(name of the position of the head)

LLC “Company” Petrov Timofey Vladimirovich, passport: series 00 01

registered at: 123000, Moscow, st. Tverskaya, 1, apt. 1 - from March 25, 2010

Director Appointment Decision

Form Decisions of the sole participant of the LLC on the appointment of the Director (General Director)

Decision No. 1

Sole Founder (Member)

Limited Liability Company “___________”

rostov-on-Don "__" __________ 20__

I, full name - Passport of a citizen of the Russian Federation series ____ No. ___________, issued ________________, ____________ c / ______________, registered at: ______________________, decided:

1. To appoint to the position of the Director General of the Company Name, Passport of a citizen of the Russian Federation series ____ No. ___________, issued ________________, ____________ c / ______________, registered at: ______________________, for a period of ___ years, in accordance with the Charter.

Sole founder

LLC _____________ ______________ Full name

In order not to correct errors, do everything right from the very beginning. And a FREE consultation of a business lawyer will help you with this! Just ask all your questions and get a qualified answer in 10 minutes!

Director Appointment Protocol

Limited company

responsibility _________

PROTOCOL

extraordinary general meeting of company members

Chair: _______

Present: Ivanov (passport ___________, issued _________ by the Department of the Interior of the city of Schelkovo-3, Moscow Region _____________ resides at: _____)

Petrov (passport __________, issued ______________ by the Department of the Interior of the city of Moscow, lives at: ______________).

Agenda:

1. On the appointment of the Director of the Company

1. LISTENED:

Ivanova. who proposed to appoint AA Sidorov as the director

We draw up an Order on the appointment of a director (download a sample).

The order for the appointment of the director is an order for the main activity, it is drawn up by the parent body, the general meeting of participants or shareholders. If the founder of the company in the singular, then he issues an order on the appointment of the director. In the article you can download a sample order for free in doc format.

The decision to choose a person for the position of director (manager) is made at a general meeting of participants in an LLC or shareholders in a joint-stock company. The decision taken is recorded in the minutes of the general meeting. If the founder is one person, then the decision of the sole participant is drawn up.

Only in the presence of the Protocol or the Decision of the sole participant can be appointed to the post of director, this is made out with the order.

A person from among the founders can be appointed to this position, including a single participant can appoint himself as a director. A person from the outside can also be accepted.

On a note! We also offer to download a sample order on the transfer of authority. about bonus staff - download. about collection - download. on the appointment of a person responsible for labor protection - download.

Sample Order for Director Appointment

The order is drawn up in free form, a letterhead with the details of the enterprise can be used.

The free form does not eliminate the need for such mandatory details as the name of the document, its title (on the appointment to the post of director or assumption of the post of director), the date of execution, and also the place of preparation.

The order form is formed on the basis of the Protocol of the general meeting or the decision of the sole founder, its name must be indicated as the reason for issuing the order. The number and date of the base document are put.

The name of the individual who is appointed to the position of director (general director, executive director) is required to be prescribed.

In addition to indicating the name, you must also specify the date from which a person in a new position begins to perform his duties.

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