Features and procedure for the dismissal of the head of an organization or enterprise at his own request. How is the dismissal of the director at his own request

Registration of termination of the employment contract with the head of own will starts with an application. It is the first step towards ending the working relationship, although it is not mandatory.

The document assumes the following content:

the legal entity with which it was concluded labor contract(founder or general meeting of participants);

the position, full name of the applicant is indicated in full, without abbreviations;

a text is written containing a request to terminate the employment contract with reference to the legislation;

indicates the last day of work;

date of submission of the document, the signature of the applicant with a transcript.

Sample application for the dismissal of the director of an LLC to the founders

The decision is made independently if the director is the sole founder of the company. Or discussed at a meeting of the owners of the organization. Let's consider each case in more detail.

If the director is the sole founder of the LLC

In this case, the decision on the resignation of the manager of the LLC is taken by him independently. In this case, it is not necessary to write a document asking to terminate the working relationship.

If the participant is the only one, and he is also the general director, then he, as the head, issues a document on the termination of his activities, which he himself signs:

Sample decision to terminate activities

If the director is an employee

If the top manager is an employee, the owner of the organization is responsible for hiring him and terminating the working relationship with him. Therefore, the general director cannot independently issue an order to terminate the employment contract.

The manager must notify the owner of the company of his decision to leave his position by means of a written statement.

This must be done at least one month before last day work in the company (Article 280 of the Labor Code of the Russian Federation).

In this situation, it is also possible to terminate the employment contract before the expiration of the notice of dismissal (part 2 of article 80 of the Labor Code of the Russian Federation).

Then it is necessary to notify the registration authority about the change of the director of the organization.

If the director is one of the participants in the LLC

Who writes a letter of resignation CEO in this case? The employer is the general meeting of participants-owners of the organization. Therefore, in advance, each participant must be sent a notice of an extraordinary general meeting at which the issue of terminating the work of the head will be discussed. The request for termination of the working relationship of the CEO is submitted to the chairman of the meeting.

Members general meeting LLCs do not have the right to refuse the CEO to accept an application from him and subsequently terminate the working relationship.

The chairman acting on behalf of the whole society, on the basis of the decision of the meeting, puts a resolution on the form as a sign of consent: “No objections”. Following the results of the meeting, a protocol is drawn up, which indicates the last day of work of the general director and the name of the person who is elected to his position. The date of entry into office of the new leader is also determined. Based on the protocol, a dismissal order is issued, an entry is made in the work book.

The enterprise is managed by its head, who works in the business entity, like his other employee, under an employment contract. The law specifies that a director may also initiate a termination labor relations. Therefore, it is important for the head to know how to draw up an application for the dismissal of the director of an LLC at his own request.

Since the director of a legal entity has broad powers to represent the interests of the company and significant responsibility, the process of dismissal at will differs from the termination of the contract with an ordinary employee of the company.

The main difference is that the manager must apply at least one month before his departure. This is due to the fact that it is necessary to warn a wide range of people about your dismissal, including government agencies, for example, the tax office in which the company was registered.

The written application must be duplicated in as many copies as the company has owners. They must be sent using letters or couriers to their postal addresses. It is important that all participants are notified of the general meeting no later than 30 days before it takes place.

Attention! Due to the fact that the countdown of the date will not start from the day the application is written, but from the day the copy and notification are received, it is best to choose the date of dismissal, taking into account the days that the letter will be in transit.

On the other hand, the owners need time to choose a new leader for their company so that he can represent the company alone, and to whom the old director must transfer existing cases, explain the current situation, etc.

The owners cannot directly manage the activities of their company, and therefore, without the appointment of a new director and the dismissal of the old one, a period of "anarchy" will come in the company. It is important to remember that the warning period of thirty days is also valid in a situation where it is concluded with the head.

According to the Labor Code, the manager can be hired with a test. If he decides to interrupt during the period of his passage, then the standard provisions of the TC apply to him. This means that in this situation, he must warn of dismissal three days before the required date.

The director may resign for more short time, it all depends on the owners and their ability to approve a new leader. But for this he must have their consent. Exists arbitrage practice, according to which the early dismissal of the director was recognized as illegal if his application was not affixed new date terminate the contract with him.

Attention! In addition, according to the clarifications of Rostrud, the reduced terms for dismissal also apply to directors. Thus, the director may not work in cases where he leaves due to enrollment in an educational institution for education, due to retirement (if for this reason the dismissal occurs for the first time), and for other similar reasons established by law.

To whom to apply

Due to the fact that the owner of the company (owners) concludes a contract with the head, the dismissal of the director at his own request provides that an application with such a request should be sent to the owners of the organization.

Consideration this document, if the enterprise has several owners, it should take place at a general meeting. The application is usually drawn up in this case addressed to the chairman of the meeting, but it is also allowed to simply address it to the members of the meeting in general.

Therefore, the resigning manager must send a notice to the founders about the holding of this event with exact date and time, and to the invitation, attach duly certified copies of his application.

Whether the application is accepted or not will be decided at the meeting. But in fact, this is only a nominal measure, since no one can force the director to continue working, and after a month he can resign. Managers must accept the proposal by issuing an appropriate protocol.

In a company where there is one owner, it involves filing a document in the name of the sole founder. He must consider it and take an appropriate decision on it, which must be drawn up in the form of a document with the same name.

Attention! If the company has the only founder and he is also a person who, without a power of attorney, has the right to represent its interests, then the director does not need to write an application.

It is enough for the founder to issue a decision in which he informs about the withdrawal of his powers. When the company intends to carry out activities in the future, in the same decision it is necessary to designate the person who will assume these powers.

Download a sample application for dismissal of the director of LLC

How to write a letter of resignation to the director

The main difference between such an application and a document submitted by a simple employee is its addressee. To whom exactly the application should be addressed can be found in the agreement on admission as a director.

Resignation letter, as in simple case, is compiled from the right top sheet.

There you need to write to whom this document:

• If the company has a single owner, then the “Founder” is indicated in the header, then the name of the company is written, after which the full name. owner.
• In the case when there are several owners, it can be addressed simply to the meeting: “General meeting of owners”, then the name of the company is written down.
• If the meeting has a chairman, then the application must be addressed to him: “Chairman of the general meeting of owners”, and then write the name of the company.

Then, in the middle of the page, the name of the form is indicated - “Application”.

Then the letter “I” is put, and the full name must be written separated by a comma, after which a respectful request should be released from the position at will.

This request can be expressed different ways. For example, the wording “I ask you to terminate the employment contract ahead of schedule at your own request” is acceptable.

At the end of the phrase, you need to insert the date of dismissal. By law, it should come no earlier than a month from the date of writing the application.

After that, you need to step back a little, and put down the date of compilation and sign.

Usually, when it comes to the dismissal of the general director of an LLC, they remember the old joke: a top manager is paid a “golden parachute” or handed over to law enforcement agencies. Be that as it may, a completely different situation remains in the “shadow”: in a number of cases, the manager experiences quite serious legal difficulties that prevent him from exercising his right to quit at his own request. And this despite the fact that it was granted to him by the Labor Code of the Russian Federation.

Like any other employee, the head of the organization has the right to quit at his own request. However, if an ordinary employee must notify the employer of this fact two weeks before the expected moment of parting with the company (Article 80 of the Labor Code of the Russian Federation), then the General Director must be informed of his decision a month in advance (Article 280 of the Labor Code of the Russian Federation). Basically, in this case the extension of this period is quite justified. After all, in the end, the head is the sole executive body of the company. He is responsible for the state of affairs, compliance with current legislation, etc. Obviously, additional time will be required not only for the search for a new top manager, for the transfer of cases, but also for the very execution of the dismissal. It is also important for the CEO to meet all deadlines so that later he is not called to account for the period when he was no longer “at the helm”.

In relation to the head of the LLC, the rights and obligations of the employer are exercised by the general meeting of participants. Article 33 federal law dated 08.02.1998 No. 14-FZ “On Limited Liability Companies” (hereinafter - Law No. 14-FZ), it is determined, in particular, that the formation of the executive bodies of the company and the early termination of their powers are the competence of the general meeting of participants.

Thus, the general director of his decision to resign must notify the general meeting of participants. The head has the right to convene it in any cases when the interests of society require it (Article 35 of Law No. 14-FZ). But what if the founders are in no hurry to get together and look for a replacement, or even completely ignore the request for resignation?

limited freedom

Here it is time to recall that freedom of labor is enshrined in Art. 37 of the Constitution of the Russian Federation. Moreover, in accordance with Art. 2 of the Labor Code of the Russian Federation, forced labor is prohibited. Thus, the participants in the company cannot deny the director the right to resign at their own request. In fact, given that the labor law allows the director to resign, the general meeting is only needed to accept his application. The transfer of cases is a purely voluntary matter, which by and large is carried out in order to distinguish between responsibility between the old and the new leader. Therefore, the inaction of the founders is nothing but an abuse of the right. Consequently, the situation for the director cannot be hopeless by definition. However, in order for everything to go, as they say, without a hitch, some effort must be made.

Unauthorized dismissal

So, the first thing to start with is to convene a general meeting of the company's participants. The notice must be sent to all available addresses of the founders. If the company members ignore it, they should be notified of the dismissal. The main thing here is that the manager has documents on hand confirming that the notice of convening the meeting and the letter of resignation were sent to the founders. For this purpose, it is best to send a valuable letter with a description of the attachment. Then the manager will have a second copy of the inventory with a mail stamp and a receipt for sending the letter. In principle, if it is initially known that the participants in the company will not attend the meeting, then the process of dismissal can be accelerated by attaching both a notice of convening an extraordinary meeting and a letter of resignation in one letter.

It should be noted that according to paragraph 1 of Art. 36 of Law No. 14-FZ, each person entitled to participate in the general meeting is notified of its holding by registered mail or in any other way provided for by the charter of the company. Meanwhile, the list of enclosures is currently attached only to valuable letters. Therefore, in order to formally comply with the law, these documents can be duplicated by sending registered letters to the founders.

After the month allotted for Art. 280 of the Labor Code of the Russian Federation to notify employers of dismissal, the general director may stop working. His dismissal is considered to have taken place (Article 80 of the Labor Code of the Russian Federation). It remains only to issue it with the appropriate order (Article 84.1 of the Labor Code of the Russian Federation). In addition, the head himself can make a record of dismissal in his work book. This does not in the least contradict the provisions of clause 45 of the Rules for maintaining and storing work books, making forms work book and providing them to employers (approved by Decree of the Government of the Russian Federation of April 16, 2003 No. 225).

However, it would be a mistake to believe that the now former CEO can simply get up and leave.

Before slamming the door...

The problem is this. The resigned director continues to be listed in the unified state register legal entities(Unified State Register of Legal Entities) as the sole executive body. And it's hard to do anything about it in a situation like this.

The fact is that, on the one hand, a legal entity is obliged to notify tax authority on changing the information about its sole executive body contained in the Unified State Register of Legal Entities. This follows from the provisions of sub. "l" p. 1 and p. 5 Art. 5 of the Federal Law of 08.08.2001 No. 129-FZ “On state registration legal entities and individual entrepreneurs"(hereinafter - Law No. 129-FZ).

On the other hand, this notification is made according to the rules established by Art. 17 and 18 of Law No. 129-FZ. When changing the director to the tax office, it is necessary to submit a decision of the meeting of the company's participants and an application in the form No. P14001 (approved by Decree of the Government of the Russian Federation of 19.06.2002 No. 439). Persons who are entitled to apply for state registration are listed in Art. 9 of Law No. 129-FZ. Moreover, in the decision of May 29, 2006 No. 2817/06, representatives of the Supreme Arbitration Court of the Russian Federation indicated that from the moment the powers of the general director cease, he loses the right to act on behalf of the company without a power of attorney. That is, the resigned director is not entitled to submit an application to the tax authority on behalf of the company, because he is no longer a leader at all. In general, there is simply no one to submit such an application. In addition, the application form itself indicates data on the new head, and not on the resignation of the previous director.

Note that by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/ [email protected] among other things approved new form Application No. Р14001. To date, the document has not yet entered into force. However, even later it will not help to resolve the current situation, since the application form in this part has not undergone any fundamental changes.

Thus, it will be possible to “erase” a resigned director from the Unified State Register of Legal Entities only if there is a replacement for his vacant position. Nevertheless, an analysis of arbitration practice allows us to assert that Law No. 14-FZ does not link the emergence or termination of the powers of the sole executive body with the fact that such information is entered into the Unified State Register of Legal Entities (see, for example, Resolution of the Federal Antimonopoly Service of the Urals District dated August 30, 2007 No. F09-7049 / 07-C4 in case No. A71-8238/2006). So the former CEO should not worry about this. It is much more important in such a situation to deal with "tails".

Cleaning up "history"

As already noted, for the CEO, the date of dismissal is of fundamental importance. It is she who allows you to determine from what point the former leader is no longer a responsible person. At the same time, it should be borne in mind that if any offense (crime) is discovered that was committed when he was his leader, then he will still have to answer for what he did.

To avoid possible troubles in the future, you need to make sure. To this end, several steps must be taken:

• if there is cash in the cash desk of the enterprise, they should be handed over to the bank;
• pay off debts on taxes (contributions), relevant reporting, etc., close debts to counterparties;
• close settlement accounts society, not forgetting to notify the tax authority. If the company's accounts have cash, and therefore it is not possible to close them, then you can simply notify the bank of the dismissal of the general director and prohibit making payments over his signature after the specified date. It is best to make two copies of the notification so that the ex-director has one with the bank's note that the document has been received.

It should also be noted that in this situation the law does not oblige to notify tax office and off-budget funds dismissal of the CEO. However, it seems that this will not be superfluous. After all, in this way you can avoid misunderstandings associated, for example, with the failure to submit reports, the deadlines for which have come after the date of dismissal. It is better to send a notice by mail, explaining in it all the circumstances of the dismissal, supporting them with copies of documents confirming that the dismissal was carried out in full accordance with the law.

Work Transmission

The last unresolved question remains: how to transfer cases if there is no one to receive them? And here again there is a problem. The fact is that the procedure for the transfer by the sole executive body of the company of documents related to the activities of the company upon termination of its powers has not been established by law. Since there is no new leader, the option further action will depend on the specific circumstances.

An ideal situation, if, of course, it can be called that, is a situation where a society has only one founder. In this case, the documents and seal of the organization can simply be sent to him by mail. If there are several participants, unfortunately, the same way cannot be done. Indeed, in order to send these documents to one of them, at least, it is necessary to obtain his consent. And it’s not a fact that such a turn of events will suit the rest of the participants. Therefore, in such situations, you should go the other way.

Many advise for this purpose to contact a notary. According to Art. 35 Fundamentals of Legislation Russian Federation on the notary dated February 11, 1993 No. 4462-1 (hereinafter referred to as the Fundamentals), notaries, among others, were granted the following powers:

• certify the time of presentation of documents;
• to accept deposits of money and securities;
• accept documents for storage;
• provide evidence.

In addition, Art. 97 of the Fundamentals, it is established that the notary accepts for storage documents according to the inventory. One copy of the inventory remains with him, the other is issued to the person who has deposited the documents. A notary may accept documents without an inventory if they are properly packed (packaging is sealed by a notary, signed by him and the person who submitted the documents). In such cases, the notary is responsible for the safety of the packaging. A certificate is issued to the person who has deposited the documents.

Meanwhile, in practice, it is not always possible to find a notary who will take custody of documents and the seal of the society. Most of them, for one reason or another, simply refuse to provide such services.

Public or private archives are much more willing to take documents for storage. However, in any case, they should be handed over on behalf of the organization so that the newly appointed director can pick them up without any problems.

It is also worth noting that the legislation does not prohibit a director dismissed under such circumstances from keeping these documents and seals. After all, not a single normative act says that they are in without fail must be transferred to the archive or notary.

And, finally, in order to put a bullet in this story, it is necessary to notify the participants of the company about the dismissal and about the place where documents are stored and the seal of the company with copies of supporting documents attached. It is advisable, again for quite understandable reasons, to opt for valuable letters with a list of attachments.

For the future

As you can see, even from such a seemingly hopeless situation there is still a way out. It’s better, of course, not to fall into it, but ... If it really happened, then in order to save yourself from problems with the law that may arise in connection with the further activities of the enterprise after the “unauthorized” dismissal of the general director, it is necessary to comply with all the formalities. And practice shows that in this case every little thing is important.

However, the same practice also shows that the founders often begin to "hide" for the simple reason that they cannot find a new leader. In this regard, if they, of course, want to listen, they can be “hinted” that Law No. 14-FZ allows the general meeting of an LLC to instruct one of its participants to take over the affairs of the former head. So, maybe it's still better than endless correspondence, running around notaries, archives, etc.?

constitution and Labor Code RF contains a direct ban on forced labor. Thus, the employer does not have the right to prohibit the employee from leaving his job, even if he is the director of the enterprise. A director's voluntary resignation letter is a written document by which he informs his employer of his intention to terminate his employment relationship.

Dismissal of the CEO of an LLC at his own request

The voluntary dismissal of the director of the company is regulated by Article 280 of the Labor Code of the Russian Federation.

It says the following:

1. The head of the enterprise has the right to decide to terminate the employment relationship before the expiration of his employment contract.
2. He must notify the owner (founder) or his legal representative of his decision.
3. The termination notice period is 1 month.
4. The warning must be made in writing.

This article does not say that the head must necessarily write a letter of resignation. You can warn the employer by any other written document.

But according to established practice, the desire to quit is most often formalized by a statement.

Application procedure:

1. The manager makes a statement.
2. Give it to the employer. It is best to draw up an application in two copies, on one of which put a mark that the document has been accepted.

You can apply for more than 1 month, but in any case, if the minimum period is met, the director must be fired on the date that he indicated in the application.

How to correctly calculate the notice period for the owner of dismissal?

The procedure for dismissal of the head will be as follows:

1. Writing an application and bringing the application to the attention of the founders (owners).
2. Transfer of cases to a specially created commission. Usually, the procedure for handing over the affairs of the head upon dismissal is prescribed in local regulatory documents.
3. . is indicated as the basis. The order may be issued on the date of dismissal or earlier. This order is signed by the head himself, since the day of dismissal is the last day of the performance of his duties.
4. Immediately on the day of dismissal, the employee is given all the payments due to him, which include wages and compensation for unused vacation(in the presence of).

When indicating the date of dismissal, it is written without the preposition "from" so that there are no discrepancies in the interpretation of the application. Example of writing: I ask you to dismiss me of your own free will on 04/01/2018

Sample letter of resignation for CEO

The order can be made on unified form T-8, but you can in free form. In the case of the dismissal of the director, issuing an order in free form allows you to enter into it not only information about the dismissal, but also additional measures. For example, the need for an employee who assumes leadership authority to accept the seal and original of the statutory documents.

You can download an example of an order to dismiss a CEO.

If LLC participants ignore the director's application for dismissal

Sometimes a situation arises in which the founder. In this case, you need to send it by mail.

The nuances of sending such an application:

1. It must be sent to official address owner. If there are several of them, then it would be advisable to send an application to each of them.
2. It is better to send the application not just by registered mail, but to make an inventory of the attachment. This will be proof that it was the application in the envelope, and not another document.
3. It should be borne in mind that the warning period will be counted not from the dates of sending, but from the date the letter was received by the addressee, therefore, the time for delivery of the letter must be added to the monthly period.
4. The progress of the letter must be tracked on the Russian Post service. If the addressee does not receive the letter and it goes back, you must definitely pick it up at the post office and request a document why the letter was returned. This can be either the expiration of the storage period or the recipient's refusal to receive it.
5. With the letter received, you can appeal to the GIT, the prosecutor's office or the court. The letter will serve as evidence that the employee (director) tried to notify the owner of his dismissal.

You can send a notification of your desire to quit using a telegram.

The legislation of the Russian Federation grants the right to every employed citizen of our country to be dismissed at his own request.

For ordinary workers, this procedure consists in writing a statement. It is written in the name of the head of the company. After its acceptance, the employee will be released from his position within two weeks.

Difficulties in dismissing a CEO

But what to do when the CEO wants to use this right. You can find out more about this by reading this post. The process of dismissal of the CEO is more complicated than for ordinary employees.

The first difficulty lies in the extended responsibility of this position. The fact is that he is responsible even for the losses that the enterprise can theoretically incur.

Therefore, before issuing a dismissal order, as a rule, a complete audit is carried out. In addition to it, sometimes they resort to an inventory of all the property that the company has. It consists not only in reconciliation of inventory numbers, but also in checking the integrity and performance of material assets.

Naturally, after the departure of the general director, the enterprise should have a person who would perform his functions. This may be a permanent (approved) employee, or acting.

It will take time to find a person with the necessary knowledge and skills. In addition, a power of attorney for the new head of the company must be issued.

The transfer of affairs from the dismissed CEO to the hired one will also take a certain time period. This is due to the one-month deadline for submitting an application.

Correct drafting of the application for the dismissal of the CEO, a sample design

This procedure can be performed independently. On the other hand, the involvement of a lawyer will not be superfluous. Samples of this document can be accessed free of charge using the links below this article.

The first thing I would like to note is that the application must be addressed to the owner (co-owners) of the enterprise. If the company has shareholders, the paper is sent to the chairman of the general meeting.

After that, the position (general director), company name and surname, initials are indicated. All of the above is in the form of a "cap". Below it is the name of the document.

Below it is text. Its form is standard and is no different from the statement of ordinary employees. The document must contain the date of compilation (submission) and the signature of the resigning CEO.

The filing of such applications consists in convening a general meeting at the initiative of the resigning person. It is he who should submit this issue for consideration (introduce it to the agenda).

Below is a standard application for the dismissal of the CEO, the sample and form of which can be downloaded for free.