Dismissal of the CEO at his own request, by agreement of the parties and other grounds. Application for resignation of the director of an LLC at his own request: how to write it correctly and for how long

A sample letter of resignation for the general director of an LLC may be needed by the head if he is going to notify the owners of the company about his resignation. However, a generally accepted letter of resignation is not the only way to fulfill the obligations stipulated by the Labor Code of the Russian Federation.

Features of the dismissal of the first person of an LLC

Dismissal is a legal procedure in which labor rights and duties of a citizen previously hired. In this sense, the dismissal of the CEO is no different from the termination labor relations with an ordinary employee.

But the legal scheme of dismissal for these two categories of workers is different. And if a “regular” employee is obliged to report his departure 2 weeks in advance, for the CEO this period is much longer: according to Art. 280 of the Labor Code of the Russian Federation, he is obliged to notify the participants of the LLC that he intends to leave the leadership position, at least a month before the date of the planned dismissal.

Moreover, it does not matter which contract is concluded - urgent or permanent (Rostrud letter dated 03/06/2013 No. PG / 1063-6-1). Such an extended period is necessary so that the owners of the company have time to discuss the situation and decide on the resignation of the duties of the current head.

This is done in two ways:

• At an extraordinary meeting of participants in an LLC (clause 8, article 37 of the law of February 8, 1998 No. 14-FZ “On LLC”), a decision is made by a majority of votes. At the same time, the need for a larger number of votes to make this decision may be fixed in the company's charter.
• Absentee voting (Article 38 of the Law "On LLC") by means of a survey using postal, electronic, telegraph or other communication for the exchange of documents. The procedure for conducting absentee voting is determined by internal corporate acts.

If the general director and the only member of the company are the same person, of course, you do not need to write a statement to yourself. As well as comply with the 30-day deadline.

You will find more information about the procedure for dismissing a manager in the article.

IMPORTANT! The Labor Code of the Russian Federation does not oblige the general director to file a letter of resignation, the law only mentions the need to warn the owners. However, such a warning must be in writing. Otherwise, disputes between the company and its former general director, in which the court will take the position of the latter, are not ruled out in the future.

Sample letter of resignation for CEO

It is not difficult to issue a "dismissal" application. There can be several wording options, as well as the names of the document (statement, notification, etc.). The main thing is that the document contains necessary information and was submitted within the time frame mentioned above.

A sample letter of resignation from the CEO can be downloaded here.

Let's dwell on some important nuances:

• Send the letter of intent to quit in such a way that you can fix the date of filing (get a mark of receipt, send a notification letter, etc.).
• If the application was sent by mail, the date of notification of the employer will be the date of receipt of the letter by him, and not the date of sending (appeal ruling of the Belgorod Regional Court dated 06/26/2012 in case No. 33-1744).
• The owners of the company do not have the right to refuse to accept the application and the voluntary "resignation" of the head (Article 37 of the Constitution of the Russian Federation, Article 2 of the Labor Code of the Russian Federation).
• Procedure documentation the dismissal of the general director should end with the issuance of an order (Article 84.1 of the Labor Code of the Russian Federation). The law does not provide for exceptions for any categories of positions.

Read about who signs the order.

Results

The application for the dismissal of the General Director is drawn up in free form. It is very important to comply with the written form and submission deadlines. The owners of the company cannot refuse to accept the application.

The figure of the head of the organization, including the LLC, is so special that the employment, responsibility and dismissal of the general director of the LLC are taken out separately in Chapter 43 of the Labor Code.

How and why can you fire the CEO of an LLC?

The director is the only employee who is both self-employed and hires others. He is responsible for all processes in the enterprise, organizes them and controls the course. And, despite the fair opinion that there are no irreplaceable employees, quickly finding a new leader is not so easy. Perhaps that is why, even if the director decided to leave the post on his own, article 280 of the Labor Code of the Russian Federation almost doubled the notice period compared to the requirements of art. 80 TC for the rest of the team (up to a month).

Article 280 of the Labor Code of the Russian Federation requires the manager to give 30 days notice of his decision to quit.

The paradox of the sole managerial position is that, with a combination of the role of employer and hired, the director cannot consider his notification duty fulfilled if he writes an application in his name. The law establishes that the director must notify the founders (owners) of the company about this, and aspects are prescribed showing how the dismissal of the general director takes place. Unfortunately, the Labor Code of the Russian Federation does not specify how the notification should take place.

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 most late date issuing an invitation 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.

Preparing the decision of the general fees

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 is deprived of his powers, which means that he must sign an order on own dismissal, make an entry in the labor or sign any other documents of the organization, he is no longer authorized.

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 the failure of which there is administrative responsibility. 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.

To-do list for a departing CEO

Firstly, preparing and conducting 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. By far the most reliable places of storage, in this case, there 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 writing. If sign Required documents there is no one, it is better to use alternative storage options.

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

Thirdly, 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 at 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 for own will.

How can a CEO 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 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 Labor Inspectorate and require them to assist in expediting 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.

Dismissal of the CEO without his will

In the process of long collaboration between business owners and a hired manager, mutual claims and dissatisfaction with each other can accumulate. Then the founders can become the initiator of dismissal of the general director. Articles 278 and 81 of the Labor Code give them such a right and grounds for dismissal of the general director of an LLC. And although such an impulse for the director is unlikely to come as a surprise, the code still obliges to comply with the deadlines and guarantees supporting payments.

More often, no one wants to carry “dirty linen from the hut,” therefore, he uses streamlined wording from paragraph 2 of Art. 278 of the Labor Code, except in cases where the guilt of the general director has been unconditionally proven.

What will the former general director 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 an unpleasant consequence satisfaction of the employer's claim will be a ban on holding leadership positions.

Responsibility of the co-founding director

In this case, the loss of his share in the capital of the LLC will be added to all types of liability of the employee, if the result of the activity was the bankruptcy of the company. Since the LLC form does not provide for additional material liability for the organization's obligations in the process of liquidation, as a founder, he will not lose anything more.

What can the former CEO be responsible for if he is the sole founder?

In this case, the owner's attempt to compensate the dismissed general director for damages or lost profits will look strange. So the rules of Art. 392 TK you can not be afraid. But administrative and criminal liability in case of violations in the field of labor and tax legislation may well come as a result of inspections of fiscal government agencies and social insurance funds.

The departure of such an important person in the enterprise as general manager is a delicate matter for both parties. Most often, the most effective way parting becomes an amicable agreement on the terms and conditions of dismissal. If the handover process goes smoothly, the company will only benefit.

Lawyer of the Board of Legal Protection. Specializes in handling cases related to labor disputes. Defense in court, preparation of claims and other normative documents to regulatory authorities.

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 the director may also initiate the termination of the employment relationship. 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 legal entity broad authority 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 was written, but from the day the copy and notification were 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 solely, 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 early labor contract of his own accord."

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.

Resigning the director of an LLC of his own free will is a task that requires strict adherence to a certain procedure, namely coordination with the founders, amendments to the documentation, and notification of authorized state bodies (when a new head is appointed). Below we will consider how this process is organized in relation to Russian legislation.

The head of the company and his powers

The General Director is the governing body of an LLC, which has the right to act on behalf of the company without issuing a power of attorney. On his "shoulders" lies the responsibility for the state of the business and compliance with the law. In addition, the CEO is responsible for the actual damage that the organization may incur in the course of its activities.

To understand how the CEO of an LLC quits, it is worthwhile to clearly understand a number of points. The main body authorized to dismiss or appoint the head of the company is general meeting. But there are situations when participants withdraw from such decisions, which complicates the process.

The obligations and rights of the employer are carried out by the management bodies of the LLC, which is prescribed in the Labor Code of the Russian Federation (Article 20). As for the rights and obligations of the CEO, they are also fixed by law, but in Article 33 of the Federal Law No. 14. It also states that the hiring of such an employee and his release from duties is the right of the general meeting.

Here it is worth highlighting Federal Law No. 14 and its article 31, which says that dismissal of one's own free will is possible. All employees have this right, and the manager is no exception. But with this type of dismissal, many nuances must be taken into account. Violation of the law may lead to a number of problems in the future, including the appointment of a new director.

The head of an LLC can quit on his own, without the help of lawyers. It is enough to follow the recommendations that are described below.

Step #1. Notice to company founders

To start the procedure for dismissal of his own free will, the CEO must notify the general meeting of the company 30 days before leaving. It is important to notification took place taking into account the requirements of the law and the norms of the charter of the LLC. To begin with, a notification is formed about the meeting of the founders for an extraordinary meeting, after which the information is sent to the addresses specified in the register of participants. The document must indicate:

• The date of the.
• Place and time of the meeting.
• Items on the agenda. In relation to the case under consideration, it is prescribed that the main issue is the dismissal of the head, as well as the appointment of another general director.

Simultaneously with the notification, an application is sent for the dismissal of the head at will. These papers are sent by mail with the condition of notification of receipt of correspondence. A description of the attachments in the letter is also required here. If these procedures are followed, the notification of the founders of the LLC can be considered correct. The requirement discussed above is reflected in the Federal Law No. 14, article 36, paragraph one.

The same Federal Law No. 14, but article 35 states that the director of an LLC has the right to convene a general meeting when resolving vital issues of the company. The decision to quit voluntarily can be attributed to those. Within a 30-day period, the founders must find a replacement for the old director of the company. If this fails, the director of the LLC has the right to call a meeting again to transfer cases. In practice, any of the founders can assume the functions of an interim head. All that is required for this is to decide on a suitable applicant and draw up an appropriate act.

Step #2. Drawing up an order

At the next stage, a voluntary dismissal order is filled out, and a corresponding entry is made in the work book. If the director of the LLC sent out letters to everyone, but the founders of the company ignore the general meeting, he has the right to use the Labor Code of the Russian Federation (Article 2), as well as the Constitution of the Russian Federation (Article 37), which reflect the principles of freedom of labor.

Thus, the second article of the Labor Code of the Russian Federation states that forced labor is inadmissible. This means that the founders do not have the right to prevent the dismissal of the general director of an LLC at their own request. At the same time, the meeting of participants is required only to formalize this desire, to accept the completed application.

In view of the fact that the director has the right to terminate contract of employment at any time, the inaction of the founders can be categorized as an abuse of the right. Consequently, the manager may, at the end of the 30-day period from the moment of notification, terminate his activity (resign), based on Article 80 of the Labor Code of the Russian Federation. To do this, it is enough to issue an order and put a signature on it.

Moreover, the director of an LLC has the right not only to resign at his own request, but also to independently make an entry in work book. This possibility is spelled out in Decree of the Government of the Russian Federation under number 225 (p. 45).

Step #3. Features of the transfer of cases

There are no rules in the law that would clearly stipulate the procedure for transferring powers from a manager to another person in case of dismissal of his own free will. If the organization of this procedure is impossible for various reasons, the issue of preserving the securities of the company should be decided taking into account current circumstances. At the same time, the head of the LLC has the following rights:

• Keep paper LLC.
• Transfer documents to the archive, taking into account their return if there is a corresponding request from the founders.
• Hand over the papers to the notary for storage on behalf of the LLC.

In turn, the notary also has a number of powers, including the certification of documents in the process of receiving them, receiving money for deposit storage, as well as accepting papers for storage. It is legally prescribed that the acceptance of documentation from the resigning director should be carried out according to the inventory. But at the request, another procedure is also possible - acceptance of papers without an inventory. This is true for the case when the documents are properly packaged, and the package itself has a notary seal or signature of the person who provided them. In such situations, the notary takes responsibility for the integrity of the package. The director depositing documents does so on behalf of the company. If the procedure is performed correctly, the new manager will be able to pick up the papers.

If the resigning manager has material assets in his hands, they can be deposited with a notary in the absence of a person who could accept them. In the role of the creditor, a specific LLC is indicated.

In order to provide an evidence base, the notary has the right to interrogate witnesses and examine material and written evidence, as well as give instructions on the examination. When performing these operations, the notary is guided by the provisions of the Civil Code of the Russian Federation. It also provides information to interested parties about the place and time of the collection.

From the foregoing, we can conclude that the head has the right to turn to a notary to provide evidence. This may be confirmation that he closed the safe, handed over documents or material values. Security is carried out through the involvement of witnesses, as mentioned above. In practice, employees of the LLC, who know about the director’s desire to resign of their own free will, may also be interrogated. At the same time, employees can confirm the implementation of certain actions by the manager.

The manager who started the dismissal process may ask for the following tasks - inspection of the premises, material assets or papers. Documents that are provided by a notary and confirming the fact of security, in the presence of disputes, can be presented in court or in another body where disputed issues will be resolved.

Step number 4. Notification of the Federal Tax Service on the dismissal of the CEO to make adjustments to the information from the Unified State Register of Legal Entities

Federal Law No. 129 states that, in the event of a change in information about the head, a legal entity is obliged to report this to the Federal Tax Service in order to amend the Unified State Register of Legal Entities. The notification process takes place by filing an application (form P14001). The entities that have the right to submit such an application for state registration are prescribed in Federal Law No. 129.

As soon as the director of an LLC is dismissed in accordance with the requirements of the law, he loses the right to act on behalf of the company without a power of attorney. If the former head managed to quit, and the new director has not yet been appointed, a situation develops in the society when there is no one to act on behalf of the LLC. It is worth noting one more fact. Form P14001 does not provide for informing about the dismissal of the general director. There is information only about the new leader of the company. If the paper is submitted in an unapproved form, the Federal Tax Service has all the powers to refuse registration. This means that the CEO cannot make changes to the Unified State Register of Legal Entities only taking into account his dismissal. Data on the old leader will be until a new executive body appears.

But this feature of the legislation does not at all limit the right of the director to resign at his own request. He can terminate his powers and not worry about the need to make appropriate changes to the Unified State Register of Legal Entities.

Results

Above, we answered the question of whether the director of an LLC can fire himself. Based on Russian legislation, this is possible even in cases where the founders ignore the invitation and do not come to the general meeting. The main thing for the leader is to strictly follow the procedure and warn the participants about the meeting. After 30 days, he can write a statement and quit.