All employees of an enterprise who carry out labor activities for its benefit in order to make a profit must be officially employed, and their activities are subject to payment in the amount established by wages, taking into account additional payments. The Labor Code regulates the need to register employees holding management positions, even if they are the founders of the company.

Registration of a manager for work

The procedure for hiring a director has a number of features that distinguish the employment of an ordinary employee from that of a manager. Both one of the founders of the company and any person with appropriate qualifications and experience can apply for a leadership position.

To hire a director, the founders of the company should organize a meeting in advance, at which a decision must be made on the appointment of a specific person to the position of director and minutes must be drawn up. This document will subsequently be grounds for hiring a director specific citizen.

If an enterprise has several founders, then the protocol must contain the signature of each of them. If there is only one founder, then he independently makes the decision to appoint a manager.

Minutes of the meeting of the Society's participants

In the case of two or more founders of the company, the basis for hiring a director is the minutes of the meeting of company participants. In some cases it is allowed registration of labor relations with managers by decision of one of the founders, who was chosen by the rest of the participants as the commissioner.

The document justifying the hiring of an employee must contain information about the percentage of ownership of company property by the participants.

The decision of one founder

The appointment of a director in the case of the sole creation of an LLC is carried out through formalization of the decision. It is worth noting that the order documentation must match the date of its registration with the date of the founder’s decision.

The document must contain information:

1. Date and place of decision.
2. Founder's initials.
3. Indication of 100% ownership of the authorized capital
4. Name of the enterprise and its details.
5. The decision to appoint a specific person as director.
6. Personal data of the citizen appointed as the head of the company.
7. Date of entry into office.
8. Period of authority.
9. Order to amend the register.
10. Signature.

Features of extension of powers

When appointing a manager to a position, the contractual agreement, as well as the minutes of the general meeting or the sole decision of the founder must include information about the period of cooperation.

At the end of the agreement, an appropriate decision of the founders is required to extend the powers of the director. The document must be in writing on company letterhead and contain information about the extension of the powers of an existing director.

How does the registration process work?

During the activities of an enterprise, many controversial situations arise, the resolution of which is possible only through the founders, who are authorized persons to conduct financial and legal transactions with a business entity.

The document must be drawn up in accordance with legal requirements, the provisions of the statutory documentation and the competence of the company's participants.

Any important decision must be made on general meeting, the result of which is decision making. It must be drawn up in the form of a protocol containing information:

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

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

• decision to create;
• determination of legal address;
• approval of statutory documentation;
• appointment of a director to the position;
• resolving the issue of enterprise printing;
• determination of the person responsible for carrying out registration actions.

Creation of an LLC

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

Frequently asked questions

Appointment to the position of manager is accompanied by a number of issues, knowledge of which is necessary for the competent preparation of documentation and management of the company.

Who can be a director?

The head of an enterprise can be one of its founders or an outsider. The following rules are legally defined:

• the sole founder can independently appoint himself as 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 from 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 an employer, the signature is affixed by the founder (if he is the only one) or the authorized founder (if there are several participants).

Is an order for the appointment of a manager necessary if there is a decision of the founders?

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

• conclusion ;
• issuing an order to assign duties.

Is it necessary to enter information into the register about changes in the management of the enterprise?

If information is not entered into the Unified State Register, the newly appointed director does not receive management powers. All documents signed by him can subsequently be challenged in court and declared invalid. Troubles from the tax service due to non-payment of taxes are also possible.

How to change the head of an organization?

The director may be replaced before the end of the cooperation period in case of violation or failure to fulfill the contractual conditions provided for in the Charter and the employment contract. The procedure for appointing a new manager is carried out according to the standard procedure. In this case, it is necessary to record the changes in the Unified State Register of Legal Entities.

You can learn everything about the responsibility of the founders and directors of an LLC in this video.

Decision on the appointment of a director

Form of the Decision of the sole participant of the LLC on the appointment of a director (general director)

Solution #1

Sole Founder (Participant)

Limited Liability Company “___________”

Rostov-on-Don "__" __________ 20__

I, full name – Passport of a citizen of the Russian Federation series ____ No. ___________, issued ________________, ____________, registration number ______________, registered at the address: ______________________, decided:

1. Appoint to the position of General Director of the Company Full name – Passport of a citizen of the Russian Federation series ____ No. ___________, issued on ________________, ____________, c/p ______________, registered at the address: ______________________, for a period of ___ years, according to the Charter.

Sole founder

LLC "_____________" ______________ Full name

To avoid having to correct mistakes, do everything right from the very beginning. And a FREE consultation with a business lawyer will help you with this! Just ask all your questions and receive a qualified answer in 10 minutes!

Re: Decision of the sole founder about the gene. director

the only participant

OOO "_______________"

Moscow "___" __________ 2___

Being the only participant of the Limited Liability Company "______________" (OGRN: ___________), I decided:

1. Terminate the powers of the General Director of LLC “__________________” __________________________.

2. Appoint ________________ (passport: _________________________________, address: ________________________) to the position of General Director of LLC “________________”.

Sole participant

OOO "____________"

___________________________________

Understanding the mysteries requires sacrifice.

Order on the appointment of gen. Directors

I am the founder of the LLC and the general. director To open a bank account, I need an order on my appointment as a general. director How to draw it up correctly and what should be the term of appointment (indefinite or?)

On assuming the position of General Director and

Chief Accountant of the Company

1. Based on the Decision on the establishment No. 1 of the 00th month of 2010 of the Limited Liability Company “Do-It-Yourself Firm” (hereinafter referred to as the Company), Ivan Ivanovich Ivanov shall assume the position of General Director of the Company from the 00th month of 2010.

Sample decision of the LLC founder on the appointment of a director

On our website you can find a sample decision on the appointment of a director of an LLC. Sample - Decision of the founder of a unitary enterprise on the appointment of a director of a unitary enterprise. DECISION OF THE FOUNDER OF LLC " " on the appointment of a director. The General Director can be hired both from outside and from among the founders. Self-registration of an LLC in 2014 will take you about a week. Appointment of Vasily Vasilievich Vasiliev to the position of General Director of ROMASHKA LLC. The order for the appointment of a director refers to orders for the main activities. Appoint a liquidation commission of the Company with the following composition: [fill in as required]. Decision or protocol (1 participant – decision, 2 or more – protocol) 4. The General Director can be hired either from outside or from among the founders.

founder's decisions

GENERAL MEETING OF FOUNDERS

LIMITED LIABILITY COMPANY "BEL"

Present:

1. Citizen of the Republic of Belarus Georgy Arkadyevich Zhorov - secretary of the meeting.

2. Sergey Mikhailovich Grach, General Director of the limited liability company “Water World” (Russian Federation) - chairman of the meeting.

Agendas:

1. On the creation of the limited liability company “Bel” (hereinafter referred to as the Company).

2. Approval of the monetary valuation of property contributed to the authorized capital of the Company.

3. On determining the size of the Authorized Fund and the procedure for participants to make contributions to the Authorized Fund.

4. Signing of the constituent agreement and approval of the Company’s Charter.

Heard on the first issue: Proposal of G.A. Zhorov. on the creation of the Society.

We decided: To create a Society.

Heard on the second issue: Proposal of G.A. Zhorov. on approval of the monetary valuation of property contributed to the authorized capital of the Company.

Decided: To approve the monetary valuation of the property contributed to the authorized capital of the Company in the amount of 23,700 (Twenty-three thousand seven hundred) US dollars.

Heard on the third question: Gracha S.M. on determining the size of the Charter Fund and the procedure for participants to make contributions to the Charter Fund and approving the monetary value of property contributed to the Company's Charter Fund.

Decided: To determine the Authorized Fund in the amount of 48,367 (Forty-eight thousand three hundred sixty-seven) US dollars or in Belarusian.

Contribute to Vodny Mir LLC (Russian Federation) as a contribution to the Authorized Fund the amount of 24,667 (Twenty-four thousand six hundred sixty-seven) US dollars or in Belopussian dollars, which is 51% of the authorized capital of the Company.

To make a non-monetary contribution to G.A. Zhorov as a contribution to the Authorized Fund: a garage building, the cost of which is confirmed by expert opinion No. 00 dated November 24, 2010, of the reliability of the assessment of the property contributed to the authorized fund, worth 23,700 (Twenty-three thousand seven hundred) US dollars or in Belarusian, which is 49% of the authorized capital of the Company.

Art. 40 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ, establishes the rule according to which the sole executive body (director, general director, president, etc.) of the organization is elected exclusively by the general meeting of participants.

There are 2 exceptions:

• the only participant in society;
• The competence to decide on the appointment of a manager is vested in the board of directors.

Based on the results of the meeting, a protocol is drawn up, which reflects its results. It is this document that must be submitted to the Federal Tax Service to enter data about the new director in the Unified State Register of Legal Entities.

FOR REFERENCE! Either one of the company's participants or another individual can be appointed as a director.

The requirements for the content of the decision on the appointment of the general director are specified in paragraph 4 of Art. 182.1 of the Civil Code of the Russian Federation. The document must contain the following information:

• place, time and date of compilation;
• full name of the company;
• information about meeting participants;
• data on voting results;
• information about the appointed director.

After making a decision, an employment contract is concluded with the director, and it is registered for a new position in accordance with the requirements of the Labor Code of the Russian Federation. The director must also be paid a salary, although he may receive dividends as a member (if he is one).

FOR REFERENCE! In order to submit information to the Federal Tax Service about a change of director, it is necessary to draw up an application in form P14001, which must be certified by a notary (in fact, the signature of the new manager is certified, since he will already sign it to the Federal Tax Service).

The founders’ decision does not need to be separately certified.

A sample resolution of the founders on the appointment of a director can be downloaded from the link below:

The procedure for making a decision of the sole founder on appointment to the position of General Director

It is not always necessary to hold a general meeting of participants. When there is only one founder in a company, he has the right to appoint another person or himself as a director (Art.

39 Federal Law No. 14). To do this, he needs to draw up a written decision on the appointment of a director, which will indicate information about the assignment of responsibilities to a specific person.

The legislator does not approve the sample document, but it must contain the following information:

• date and place of compilation;
• information about the founder;
• an indication of his individuality;
• name of the company;
• information about ownership of 100% shares in the authorized capital;
• decision to appoint a specific person as a director;
• signature and its decoding.

A sample decision of the sole founder on the appointment of a director can be downloaded from the link below:

Despite the fact that the sole founder of the company appoints himself as its director, according to the requirements of labor legislation, he is obliged to conclude an employment contract with himself and pay himself a salary (even taking into account the fact that he receives dividends). Otherwise, he will be held liable under Art.

5.27 Code of Administrative Offenses of the Russian Federation.

Thus, the decision to appoint a director can be made either by the general meeting of the LLC or individually (if the LLC has only one participant). The document is drawn up in writing and signed by all participants of the meeting or the founder.