Quite often, a legal entity changes its head, and in this case, a notice of the change must be submitted to the Federal Tax Service CEO. In this article we will talk about the nuances of filling out such a document. But we are talking about the executive body of a legal entity, not about the exit / change of founders.

As in the case, the form of notification of the replacement of the general director is established by Order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6 / [email protected] The procedure for filling out and submitting a document is clearly regulated. But unlike, it is not necessary to notify counterparties. All transactions are concluded on behalf of the organization and do not require renegotiation. As usual, additional questions can be asked to the duty lawyer of the site.

Example of notice of change of CEO

Procedure for changing the CEO

The previous director is resigning in accordance with labor law RF. On general grounds (, the initiative of the employer, etc.), or on special grounds (Articles 75, 278 of the Labor Code of the Russian Federation). By the decision of the sole founder or in accordance with the minutes of the meeting of the founders, a new general director or director is appointed (depending on the position in the Charter). Then an order is issued.

Within 3 days, you must submit a notice of the change of the general director in form 14001. It is desirable to have both a decision (minutes) and an order to appoint a new director with you. Otherwise officials organizations may be fined under Art. 14.25 of the RF Code of Administrative Offenses.

Filling out a notification about the change of CEO

Like other similar notices in the Federal Tax Service, form 14001 is filled in Courier New 18 pt, in capital letters. The form can also be filled out by hand, but only in capital block letters and black ink. Not allowed two-sided printing so each sheet is on a separate page.

All abbreviations are indicated in the appendix to the above order, as well as codes of subjects of the Russian Federation and personal documents. Words are not wrapped if there is a letter at the end of the line, the next one starts with a space (as in the example where the name of the legal entity).

Pages are numbered in order, but only completed. This is the first sheet (title), sheet K for the former director, sheets K for the new director and all sheets P. They must be printed out, the rest are not attached.

Submitting notice of change of CEO

The notification is drawn up independently, and signed at the notary by the new general director. Form 14001 is subject to certification by a notary, so you must have a charter, an extract from the Unified State Register of Legal Entities, a decision to change and other documents with you (it is better to check with a notary).

There is no fee for filing a notification. The term for entering information into the Unified State Register of Legal Entities is 5 days. After making such changes on the basis of a notice of a change in the general director, report the information to the bank where the organization has a current account.

The General Director is the main acting entity, who alone represents the executive body of the enterprise. He acts in the interests of a legal entity, and his powers are prescribed by the statutory documents. Information about the subject holding this post is entered in the Unified State Register of Legal Entities.

When concluding transactions, counterparties of the enterprise must check the authority of the head. And if there is a change of employee, then it is necessary to notify the regulatory authorities and partners. And it doesn’t matter for what reason the change occurs: the dismissal of the CEO for own will or at the initiative of the owners of the legal entity, due to death or other circumstances.

Often there is a situation of so-called dual power, when one director has not yet been dismissed, and the other has already taken up his duties. The owners of the enterprise should not allow dual power, in no case should there be two directors at the same time.

There is no single sample information letter on the change of CEO. Each enterprise can make it in any form. Below you can find examples.

How to

Changing a director is a responsible step for any organization, so you should adhere to step by step instructions to avoid mistakes.

Meeting of owners and decision making

The head of a legal entity is a key figure in any organization, so all shareholders will have to be called to change it.

The decision to change the general director must be formalized in a protocol, which can contain only three questions:

1. Release from the duties of the acting director.
2. Appointment of a new person to this position.
3. Appointment of a new director.

Present to your attention exemplary sample this document:

Sole proprietor LLC

Date and place of compilation

Sole participant of LLC ... full name, passport and registration data, -

1. Release from his position ... position ... full name, passport data, on the basis of his application from ... date ... - from ... date.
2. Appoint a new ... position ... full name, passport details, from ... date.
3. Responsibility for making changes to entrust the legal adviser full name, passport details.

Member of LLC ... full name ... signature.

Personnel accounting

Now it is possible to carry out the dismissal of the CEO at his own request or for other reasons indicated in the personnel documentation and, accordingly, accept a new person for this position. In the order, not only the statement, but also the minutes of the meeting will serve as the basis for dismissal.

Notary

Next, you should contact a notary, fill out an application in the form P14001, which he will also certify. As a rule, in order to carry out notarial acts, it will be necessary to present registration documents legal entity and a protocol on the decision taken. Sometimes, if necessary, the notary may additionally request an extract from the tax service and the Unified State Register of Legal Entities.

Making changes to the Unified State Register of Legal Entities

The tax authorities must be notified of the change of leadership no later than 3 days from the date of the meeting. It is not recommended to violate the period provided for by law, since administrative sanctions are provided for this in the form of a fine of 5 thousand rubles.

You should also submit an information letter to the regional branch of the Federal Tax Service on the change of the general director according to the P14001 model, notarized.

Normative acts do not provide for the provision of other documents, but, as practice shows, copies of the decision of the founders and orders for dismissal and admission may be needed.

As a result, a new extract from the Unified State Register of Legal Entities will be issued to the representative of the enterprise.

The procedure for making changes lasts no more than 5 days.

Bank Notice

Now that all the formalities have been settled, it is necessary to inform the bank where the enterprise is serviced about the changes that have taken place. There is no single sample information letter about the change of CEO, it can be drawn up in any form. It is necessary to submit documents confirming the legitimacy of the changes made, that is, a protocol, orders, a new extract from the register and a copy of the passport of the new head. For enterprises that are connected to Internet banking, you will need to go through the procedure for generating a new key.

Information mail about changing the general director, an approximate example for a bank:

Head of KB...

According to the contract dated... date...

We hereby inform you that... the date... for the position... the date... has been appointed... full name...

Applications:

1. Protocol...
2. Orders...
3. Extract from the register.
4. Copy of the passport...

Head of the enterprise ... signature ... full name.

Notification of counterparties

Now you can compose and send letters about the change of CEO to counterparties. At the level of legislation, there are no specific deadlines for notifying partners. There is also no single template for an information letter on a change in CEO. However, it is recommended to look into the contracts, perhaps there are some reservations there.

As a rule, it is not required to attach all the documents accompanying the procedure for changing the director, it is enough to have an extract from the Unified State Register of Legal Entities.

Information letter on the change of CEO: sample notification of partners

Ref no... date...

LLC director...

According to the contract number ... from ...

On the basis of the protocol of the founders from ... date ... to the performance of duties ... position ... LLC ... from ... date ... proceeded ... full name.

Applications:

1. A copy of the extract from the Unified State Register of Legal Entities.

General Director.. date.. full name.

It should be noted that a legal entity has an obligation to notify only the tax authorities and banking institutions of the changes that have occurred, in other cases this is done at the discretion of the management. However, as practice shows, in order to avoid misunderstandings with business partners, it is better to notify them as well.

In the process of activities of organizations, enterprises and other business entities, a change of head may occur. Information about this event is needed in without fail provide supervisory and regulatory authorities and services. In particular, there is a certain procedure for presenting a notice of a change in the general director to banking institutions.

When appointing a new general director of an enterprise, an application should be submitted to the Unified State Register of Legal and individuals(USR), where the re-registration of the leading person will be carried out. Then you should notify the tax service, as well as provide new information to the bank. The bank institution in which the organization's accounts are opened will not conduct any cash transactions until the identity of the new head is confirmed.

Documents to the bank

When changing the director, the bank must provide:

• reference document confirming changes to the Unified State Register legal entities;
• an extract from the USR, which must be dated no later than 30 days at the time of presentation;
• extract from the minutes of the meeting of co-founders who decided to change the general director, director, head;
• order for the enterprise on the appointment and entry into office of the appointed person.

The new head must personally appear at the banking institution with a package of the above documents. The bank employee identifies the appointed person, makes the appropriate changes, and also without fail updates the sample signature of the head by certifying the bank card.

Only after all these procedures new director has all the powers of the head, and acquires the ability to perform duties in full.

Other funds

There is no need to send similar notices to other state organizations and funds (PF, FSS, MHIF, etc.). All information about the change of the head will be received electronically, through the one-stop shop.

The owner of the enterprise should control the process of changing the general director:

• organize the transfer of all documents from the former head to the newly appointed, and document it;
• make sure that the person relieved of his post could not manage the funds of the enterprise;
• revoke all previously issued powers of attorney by publishing this information in the media mass media and notifying the partners by letter about the change of gene. director.

The director is the sole executive body that acts on behalf of the company and in its interests. Information about the current director is published in the Unified State Register of Legal Entities, and when concluding any transactions, counterparties are required to verify the authority of a particular person. If there is a change in the manager, it must be reported to tax office and make changes to the Unified State Register of Legal Entities.

How to change the director of an LLC? Read our detailed step-by-step instructions on changing the director of an LLC in 2019.

Change of CEO

An important point is that when changing the director, “dual power” should not be allowed, that is, such a period of time when the former director has not yet been fired, and an employment contract has already been concluded with the new one. The situation of "anarchy" is also unacceptable - the director is dismissed, and no one has been appointed to his position.

Step-by-step instructions on how to change directors in an LLC:

Step 1. Prepare the minutes of the general meeting of participants or a decision sole member on the change of director. There are two items on the agenda:

1. termination of the powers of the former director and termination of the employment contract with him;
2. election of a new director and conclusion of an employment contract.

Step 3 Fill out an application and have it notarized. The notary will also request a certificate of TIN and PSRN, the charter of the LLC, a decision to change the director. The question of the need for an up-to-date extract from the Unified State Register of Legal Entities must be clarified with a notary. Some notaries accept an electronic extract from the Federal Tax Service or independently request information from the register, and there are those who require only a paper extract. Find out about it in advance, because. if you need a paper statement, it will need to be done before submitting the documents.

Step 4 To issue changes to the Unified State Register of Legal Entities when changing the director. To do this, within three working days from the date of the decision, you must submit a certified application P14001 to the tax office. For violation of the three-day period, a fine may be imposed under Article 14.25 of the Code of Administrative Offenses of the Russian Federation (5,000 rubles).

What other documents about the change of director need to be submitted? In the regulations for the provision of public services for registering changes (clause 22 of the order of the Ministry of Finance of Russia dated September 30, 2016 N 169n), only one document is indicated - application P14001. However, in practice, the IFTS may also request a decision to change the director and an order to appoint a new head. The state duty is not paid when registering a change of director.

Please note: you need to submit documents on the change of director to the tax office where the LLC was registered. In large cities, there are special registration inspections, for example, in the capital it is IFTS No. 46 in Moscow. On the official website of the Federal Tax Service, you can find out the contacts of the registering IFTS at your legal address.

Step 5 Obtain from the tax office an entry sheet from the Unified State Register of Legal Entities, confirming the introduction of changes about the head of the LLC in the register. The term for changing the general director is established by the law “On state registration» No. 129-FZ - five working days, not counting the days of submission and receipt of documents.

Step 6 Notify the bank about the change of director. To do this, the following documents must be submitted to the bank where the current account of the LLC is opened:

• protocol or decision on the change of director;
• record sheet of the Unified State Register of Legal Entities;
• order to appoint a new director;
• a card with samples of the signature of the new leader.

In addition, if the current account is connected to the Internet banking system, a new electronic key must be generated.

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A sample of filling out the form P14001 when changing the director in 2019

How to fill out the P14001 form when changing directors? The application form was approved by the Order of the Federal Tax Service of January 25, 2012 No. ММВ-7-6/ [email protected], the document consists of 51 sheets. For different cases of changing registration information, LLCs fill out different sheets.

The rules for filling out P14001 when changing directors are similar to the rules for filling out form P11001: only capital letters; can be completed manually in black ink or on a computer in 18 point Courier New font; printing only on one side of the sheet, etc. You can find out all the requirements for filling in the order of the Federal Tax Service No. ММВ-7-6 / [email protected]

What sheets of Form P14001 should be filled out when changing directors? Total 8 pages:

• title page with information about the organization;
• sheet K - page 1 (for the former director);
• sheet K - pages 1 and 2 (for the new director);
• sheet P - all 4 pages (information about the applicant).

Since continuous numbering is affixed in the application, the first page will be the title page, page 1 of sheet K with the data of the former director is assigned the number 002, etc. Blank pages of the P14001 form are not submitted to the tax office.

Who applies for a change of director - the old director or the new director? On the one hand, information about the new director has not yet been entered into the Unified State Register of Legal Entities, on the other hand, the former director has already been deprived of his powers. About 10 years ago, there was a practice of signing an application by the old director, as a person whose information was included in the state register (letter of the Federal Tax Service of October 26, 2004 N 09-0-10 / 4223). Later, by the decision of the Supreme Arbitration Court of the Russian Federation of May 29, 2006 N 2817/06, this provision was declared invalid, as inconsistent with the law "On LLC".

Moreover, the courts have repeatedly emphasized that the powers of the former head are terminated from the moment the relevant decision of the participants is made (for example, the decision of the Supreme Arbitration Court of the Russian Federation dated September 23, 2013 No. VAS-12966/13). Based on this, an application on form P14001 can only be signed by new leader, the former director no longer has any relation to the LLC.

Please note: unlike the P11001 form, which does not need to be notarized, if the applicant personally appears at the IFTS, the P14001 application must be certified. For this reason, the personal signature of the applicant on page 8 is affixed only in the presence of a notary.

An example of filling out the P14001 form when changing a director can be found in our sample documents.

Sample act of acceptance and transfer of documents when changing the director

The director is the person responsible for the safety of the documents of the organization and part of the property assigned to him. Upon dismissal, the director must hand over the cases, but there is no specific procedure established by law. The procedure for changing the general director in an LLC can be fixed in the local act of the company. In any case, LLC participants are not entitled to delay the dismissal of the director on the pretext that he did not transfer any documents or property, but they can claim them in court proceedings.

If the change of director occurs with a conflict of parties, and the new director or participants for some reason do not accept documents, then the former head can deposit them with an archival organization or a notary.

Registration of the act of acceptance and transfer of cases when changing the general director, first of all, in the interests of the former head himself. The act of acceptance and transfer can be signed both by two directors among themselves, and with the participation of the owners of the organization. You can familiarize yourself with our template of the act of acceptance and transfer of documents and change it to suit your situation.

The decision to change the director of an LLC: a sample with one founder

How to change the director in an LLC if there is only one founder in it? The difference between the change of director in an LLC with a single founder and a company with several participants will only be that instead of the minutes of the general meeting, the founder makes a sole decision to change the general director.

If the director is not the founder, but an employee, then the usual dismissal procedure is carried out. In the case when the sole founder is the director of employment contract, he is not entitled to compensation upon dismissal, because Chapter 43 of the Labor Code of the Russian Federation does not apply to such a case. For more information on whether the sole founder can conclude an employment contract with himself, see

We have prepared a sample decision of the sole founder to change the director, in which the founder and director are different persons.

Change of founder and CEO at the same time in 2019

Very often, the CEO of an LLC is its founder. According to the statistics of our service, only in 20% of cases the director is hired from outside. What features exist in changing the CEO and founder at the same time?

If there are several participants in the LLC, then the sale of a share or the withdrawal of a participant is possible (the condition on the possibility of withdrawal from the LLC must be provided for in the charter). Read more about this in the article "". If the founder is the only one, then he cannot leave the company until a new participant enters it.

We do not recommend that you independently arrange the change of the sole founder of an LLC, because to do this, you need to register the entry of a new participant with a change in the charter and an increase authorized capital in the form P13001 and the subsequent withdrawal of the participant or the sale of the share. This is quite complicated, so you should contact the registrar specialists.

In 2019, the following rules apply for changing the founder in an LLC. Must be notarized:

• application of the participant on withdrawal from the LLC;
• decision of the general meeting of participants to increase the authorized capital;
• an offer by the remaining participant to redeem the share;
• the participant's demand for the redemption of his share.

Let's consider a fairly simple option of changing the director with the exit of a participant from the company.

There are two members in the company, one of them was appointed to the position of general director under an employment contract. The director decides to resign the powers of the head and leave the LLC. The charter provides for the right to withdraw from an LLC, one participant remains in the company, therefore this option is allowed by law.

The decision to change the general director and the participant’s withdrawal from the LLC is made at general meeting participants and documented. In application P14001, you can simultaneously report the withdrawal of the participant and the change of director by filling out the appropriate sheets. Form P14001 and the participant's application are submitted to the tax office within three working days from the date of the decision. If the participant's share is immediately distributed, then a distribution protocol is also needed.

Otherwise, the procedure does not differ from the step-by-step instructions for changing the CEO in LLC 2019, which we reviewed above.

1. Download sample information letter

Information mail is drawn up for the purpose of informing, advertising products, offering cooperation and in other cases. An information letter may indicate a change in prices, details, etc. There are several types of information letters. Message, statement, confirmation, reminder and similar types of letters must be drawn up in accordance with the accepted rules of business communication.

How to write an information letter

An information letter is designed in accordance with the rules established for business correspondence, its structure corresponds to overall structure business letter.

Depending on the purpose of the information letter, there are the following types of it:

• a letter-message (notice, notice) - about changing prices, directors, company details, negotiations, shipment of products, etc.;
• a letter of application - about some intentions of the addressee;
• confirmation letter - on receipt of the goods, Money, documents;
• reminder letter - on the fulfillment of obligations;
• advertising and information letter - advertising of products, services; this also includes an information letter about the company.

Often attached to an information letter transmittal letter, where information is provided in expanded form and in more detail, as well as separate provisions of legislative and other regulatory legal documents.

signs this letter the head of the company, sometimes his deputy or even the secretary. In case of mass mailing (in in large numbers) you can do without a signature or use a facsimile.

Sample information letter on change of director

About the change of director

By this letter we notify you of the change of the director of our organization on the basis of protocol No. xx of xxxxxxx. Since xxxxxxx, Petrov Petor Petrovich has been appointed director of LLC "Mishen"

A copy of the protocol No. 11/B dated November 20, 2012 is attached.

Sample information letter about the exhibition

Dear participants!

Please read the terms of participation in the exhibition "The City Through My Eyes" and confirm your consent to participate in within 5 days.

1. The exhibition will take place on February 09, 2012 from 9.00 to 19.00 on Leningradsky Boulevard in the building of the "House of Culture" of the Union of Journalists of Ukraine.
2. The minimum image size on the short side is 20cm (eg print 20x30), the maximum size on the long side is 45cm (eg print 30x45).
3. Photos will be placed on stands, on whatman paper.
4. Each exhibitor can place up to 10 works. Please report the number of photos in advance.
5. Decide on the number and format of photos and send us an e-mail This address Email protected from spambots. You must have JavaScript enabled to view. to preview their mini-image (preview 800x600 pixels) with the title and surname of the author, you need to February 01.
6. Finished and approved works can be brought February 07.

Sincerely, organizing committee

Appendix. Information about the photo exhibition (jury, partners).