Decision to extend the powers of the director of the sole founder

The first document that is issued at the time of opening a limited liability company is the administrative act on the appointment of the general director. This official is an ordinary employee with whom an employment contract is concluded. An employment contract concluded with the general director can be either fixed-term or indefinite. In the case of a fixed-term contract, the hired person performs his official duties for a limited period of time. After the expiration of the period fixed in the contract, business owners can appoint a new person to this post or extend the contract with the hired person. In this article, we propose to consider a sample decision to extend the powers of the CEO.

The decision as a document regulating the activities of an LLC is always drawn up by its sole owner

Legal status of the head of an LLC

When developing the charter documents, the owners of the company need to approve the legal status of the person appointed to the management position. This document lists its main functions and also fixes the period during which the employee must fulfill his obligations. Typically, the duration of this time period is five years. During this period, the general director controls the work of the enterprise and actively participates in the organizational process. Business owners transfer all rights to manage the company to the hired employee.

The procedure for fulfilling official obligations by this person is regulated on the basis of statutory documents, internal instructions and regulations.

The procedure for granting legal rights to this person depends on the number of participants in the company. In the case of a single founder, a special decision is prepared. When an established company has several owners, it is necessary to hold a general meeting, the results of which are recorded in a special protocol.

The person appointed to the post of manager becomes the sole executive body. The duration of the management board is determined by the company's internal charter. Current laws allow a permanent contract to be concluded with this employee. In this case, the company's participants can terminate the contract with the employee only after a meeting is held where this decision is made. It should be noted that the general director is a full-fledged employee who is granted all relevant rights. If a contract is drawn up for a fixed-term nature, business owners can extend the validity of this document by initiating the appropriate procedure.

Features of the CEO status

The director of an LLC is an elected person, for a period specified in the Charter, who exercises general management of the company. We emphasize that an important feature of the legal status of the head of an LLC is that he is subject to the norms of both general labor and corporate law. On the one hand, he is vested with the authority to manage the LLC, and on the other, he is also its employee. In addition to general Russian legislative regulation, the activities of the director are also regulated by the charter of the LLC, the regulations on the general director of the company, the employment contract and his job description.

An open-ended contract (validity period is not specified) or a fixed-term labor contract for a certain period can be concluded with the director of an LLC, but this period should not exceed five years (according to Russian labor legislation).

In our review, we will look at what the procedure for prolonging the powers of the head of an LLC is, how to prepare it and how to formalize everything correctly. Let us consider in detail the basic rules for drawing up papers for prolonging the legitimacy of a director. We will also consider aspects that are subject to mandatory indication and basic legislative norms and current rules. We will tell you about the persons authorized to carry out the procedure for prolonging the powers of the first person of the LLC.

Depending on the number of participants in the LLC and the type of employment contract concluded with the manager, the forms and composition of the documents drawn up will be different, but we will provide general universal forms of documents that are general and standard.

In general, formalizing the powers of a director is a rather troublesome process that requires precision and care. When holding a meeting of LLC participants, it is important to accurately document all aspects and ensure that all registration procedures are followed.

When does it become necessary to extend the powers of a director?

When developing charter documents, business owners must develop a procedure for extending the powers of the company's management. Carrying out such a procedure allows you to protect the hired employee from claims coming from control authorities and company counterparties. As a rule, the decision to extend the powers of an official is made by the owner of the organization. In the case where the company is owned by several persons, it is necessary to hold a meeting of the company's participants. This procedure must be completed before the contract expires.

In some cases, there is an interesting situation in which the contract has already expired, but the legal authority of management remains in force. In such a situation, various difficulties of a financial nature may arise. Control authorities and financial institutions may present their claims related to violations of the accepted procedure for processing monetary transactions. The expired agreement is evidence of the impossibility of carrying out such operations, since the director does not have the right to use the capital belonging to the company. Partners of the firm can also present their claims. Existing counterparties are given the right to terminate all concluded agreements and demand compensation for moral damage caused.

In order to protect themselves from such consequences, the owners of the company need to promptly extend the term of the contract. In case of violation of deadlines, it is recommended to adhere to the following scheme:

Fire the person you hired.
Hold a meeting of society participants.
Prepare final documentation on the appointment of new management.
Sign a new contract with a dismissed employee or a new worker.
Issue an administrative act on the transfer of the rights and responsibilities of the general director to the selected employee.

It should be noted that the person selected for a leadership position must be present during the above procedure . Otherwise, the executed documents will lose their legal force.

The maximum term of office of the general director of the LLC according to the Charter is 5 years

Features of protocol preparation, general information

Currently there is no standard, mandatory form for the protocol on the extension of the powers of the general director. Based on this, representatives of organizations have the opportunity to write it in any form, or according to a model approved in the accounting policy of the enterprise. The main thing is to ensure that the structure and content of the document meets certain office work standards.

The protocol should be divided into three parts:

Start,
the main part,
conclusion.

At the beginning, the so-called “header”, information about the organization is entered, in the main part - information about the persons present at the meeting, as well as the progress of the meeting, and in the end - the decision of the company’s participants.

The protocol must be signed by all those present - in this way they confirm that all the information included in it is correct.

It needs to be stamped only if the requirement to use various types of cliches is enshrined in the local regulations of the company.

The protocol is drawn up in one original copy ; if necessary, additional copies can be made, which must be certified by the signatures of the responsible persons. Information about the form must be entered in the company's internal papers journal - it is usually kept by the company secretary.

Accepted procedure for extending powers

Above we briefly described the accepted procedure for carrying out the procedure in question. When extending the contract concluded with the general director, it is necessary to take into account a number of legal nuances. Below we suggest that you familiarize yourself with the features of this process.

LLC with several founders

In the case where a company is created by several entrepreneurs, all decisions regarding economic and management activities are made jointly by all participants. For this purpose, a meeting of the founders is held, during which a special protocol is kept. In some cases, this document requires notarization. As a rule, this requirement should be recorded in the statutory documentation.

When maintaining the protocol, a standard template is used. A special feature of this act is its content, which provides information about the issues on the agenda. In the case under consideration, business owners are discussing the need to extend the contract concluded with the general director.

LLC with one member

The decision of the sole founder to extend the powers of the director is the documentary basis that is used to extend the validity of the concluded contract . This document can only be issued if the company is owned by one person. Based on this act, an annex to the main contract is drawn up. Next, an administrative act is prepared to extend the concluded agreement with the general director.

When is an extension needed?

In legal practice, the concepts of “term of office” (the period of the right to sign financial and administrative documents) and “the duration of the employment contract with the director” are not authentic. The period (and, in fact, the existence) of the employment contract is not important; as such, it does not give the hired employee the right to sign. This right is established exclusively by the decision of the founder. That is why a copy of the decision is provided to banking institutions and tax authorities as a separate document.

The decision of the sole participant to extend the powers of the director, a sample of which you can find in the final part of the review, is not only an administrative act regulating the activities of the LLC, but also the legal basis for the subsequent procedure for registering powers and the right to sign financial and administrative documents in the relevant structures.

The need to make and appropriately formalize such a decision arises upon the expiration or approaching of the end date of the established period of authority of the current manager, if the owner’s plans do not include the introduction of a new manager.

Read also: Employment contract with the general director of an LLC: sample

What to do if one of the founders voted “against”

Participants in the meeting of founders can vote both “for” and “against” the extension of the concluded agreement. The final decision is made after the votes are counted. In the event that one or more founders voted “against”, the secretary must record this point in the minutes.

At the time of drawing up the protocol, it is necessary to indicate which of the participants voted “against” this decision and record the reasons for these actions. This document can be used by company members as a basis for filing a claim with the judicial authorities. In the event of a trial, the court may change the voting results.

The founder’s decision to extend the powers of the director of the LLC is made upon the expiration of his terms of office

Order

Sample order to extend the powers of a director One of the ways out of the situation under consideration may be the adoption of a decision to extend the powers of a director by the sole founder or the general meeting of participants (founders) of business companies.

We suggest you familiarize yourself with: Sample request from an arbitration manager to the tax office

In the case where a fixed-term employment contract is concluded with the head of a legal entity, its validity period is determined by the constituent documents of the legal entity or by agreement of the parties. At the same time, the law does not provide for the obligation of a legal entity to formalize the extension of the powers of the director after the expiration of the term of validity of his employment contract provided for in the charter, that is, he is obliged to continue fulfilling the duties assigned to him until the election of a new director.

The last stage of extending the powers of an LLC director is the issuance of a corresponding order.

The order should include all information about the extension, as well as about the person to whom these powers are vested.

The following information must be entered into the document:

Name of the organization;
where the document was drawn up;
date;
document number, in accordance with the order log;
the order is issued according to the personnel;
on what basis is it issued (number and date of the decision or protocol);
indicate on what day the manager must begin to perform his duties in connection with the extension;
signature of the general director;
company seal.

After drawing up the order, a new employment contract should be concluded with the manager. It can be either urgent or indefinite. An employment agreement can be signed between the director of the organization and the chairman of the meeting or the sole founder.

Drawing up a protocol on status extension

The laws established by the government do not contain regulations regarding the preparation of a protocol on the extension of powers of the head of the company. Based on this fact, we can conclude that this document can be compiled in any form. In addition, the owners of the company can approve the sample, which will be used in the further work of the company. The main requirement of the law is compliance with all office work standards. The document in question consists of three main parts:

The header of the form contains information about the company. In this part of the document you need to indicate the details of the company, the name of the locality where the company is registered and the date of drawing up the act. In addition, you must indicate the registration number of the protocol and its name.
The content part of the form provides information about the issues on the agenda . This section should include a list of people who attended the meeting.
The final part provides information about the decision made. The form in question must be signed by all participants of the event. The presence of the signature of the company's participants confirms the veracity of the data reflected in the document.

It is necessary to certify a document with a company seal only if this requirement is enshrined in the company’s internal regulations. It should also be noted that this document is generated in a single copy. Event participants have the right to request the preparation of additional copies. Copies of the document must be certified by the signature of the company's participants. The registration number of the protocol must be recorded in internal registers.

The owners of the company have the right to add additional information to this document that is important for the organization itself . The content of the act should indicate the number of people who voted “against” and “for” the decision on the agenda. In the event that one or more company participants refuse to sign the completed act, this fact must be indicated in the content.

The decision of the sole participant of the LLC to extend the powers of the director

-a sample Participant’s Decision can be found at the link: https://rusjurist.ru/filemanager/download/4269

The powers of the LLC director can be extended by the decision of the LLC participant (if he is the only one). Then, the document is entitled - Decision of the only participant. General rules for drawing up a decision on the extension of the powers of a manager:

Typically, the decision is drawn up on the organization’s letterhead, where all the main details of the LLC are indicated. If the decision is not drawn up on LLC letterhead, then it is necessary to indicate the name of the organization in full, as in the Charter, indicate the address of the company and basic registration data;
Next, you should indicate the place (locality) where the decision was made and its date. Note that a decision number is not always assigned, but it is better to put it in order;
Please provide the full title of the document;
Further text: “I, full name, full passport data, registration address, as the only one. Member of the Company with limited. responsibility "K" made the decision:";
The wording of the decision on the extension of the powers of the manager clearly indicates: the full name of a specific person, his passport details, place of registration, the period for extending his powers;
Signature.

If the sole participant of the LLC is a legal entity, then its full name, its legal address in full, INN, OGRN, KPP, information about the head of the legal entity or its other representative by power of attorney are indicated, everything is indicated in full and in accordance with the general format provided.

When extending the powers of a manager, the data in the Unified State Register of Legal Entities and the Charter do not change.

Let us note that the Decision of one LLC participant does not need to be notarized, but it is very important to draw it up correctly, because it is drawn up individually and is not checked by anyone, for the time being, until questions or any claims arise from the banks. or government departments. The solution must clearly follow the structure and contain no errors or corrections.

You can download the decision of the Sole Participant via the link: https://rusjurist.ru/filemanager/download/4269

Document storage standards

The minutes of a meeting of company participants is a unique document. This document is both one of the elements of personnel records management and an important act that relates to the business activities of the company.

The minimum storage period for this act is five years. It is important to note that each company is given the right to independently choose the retention period for such documentation. The selected period should not be less than the duration of the time period established by the Government.

Order to extend powers

The order and the new employment contract of the director are the final documents in the procedure for prolonging the powers of the director. Based on the decision on the Minutes of the meeting of participants or the Decision of the participant (the only one in the LLC), an Order is drawn up on the extension (extension) of the powers of the manager. Please note that the Order is drawn up on behalf of the organization and signed by the director of the LLC.

The order must necessarily contain the fact of extension of powers, from what date, full name of the person, signature with transcript and seal of the LLC:

Full name of the LLC (exactly as it is written in the Charter);
Place of preparation of the paper;
Date of preparation of the document;
Document number in order;
In the content of the order, indicate - “Content: order for personnel”;
Indicate the document - the basis, what date it is from;
Indicate that in connection with the prolongation (extension) of the director’s term of office, he begins his official duties from such and such a date;
Signature: “General Director of LLC”, signature, full name”;
Apply the seal of the organization.

Next, you need to conclude a new employment contract with the director, which can be fixed-term (and consistent with the period specified in the Charter or other documents of the LLC, but not more than 5 years) or unlimited (that is, without specifying a validity period). The employment contract between the director and the organization, on the one hand, is signed by the director, and on the other, on behalf of the organization can be signed by the chairman of the meeting or a participant who is authorized by the meeting, or the sole participant of the LLC.

Nuances of the procedure

When carrying out this procedure, a number of legal nuances must be taken into account. According to the rules set out in the seventy-ninth article of the Labor Code, the company's management must relinquish its powers upon expiration of the contract. If the fixed-term contract expires, a new agreement must be concluded. The fifty-eighth article of the Labor Code states that if the contract with a person appointed to a managerial position by the sole owner of the company expires, this contract becomes indefinite.

In the event that the business owner is not satisfied with the results of the hired employee’s work, early termination of the contract is allowed. If there are no legal reasons for terminating the contract, the owner of the company must pay compensation to the dismissed employee. It is very important to consider a scenario in which a person holding a managerial position refuses to renew the contract. In such a situation, it is necessary to issue a document allowing the company's management to leave their current activities. If the contract is forcibly extended, the general director may go to court to protect his interests.

After this decision is made, an employment contract (usually a fixed-term one) with the head of the company is re-signed

Extension of powers of the General Director - general rules

According to the Russian Labor Code, a fixed-term or unlimited contract can be concluded with the director of an LLC. Typically, the validity of a fixed-term employment contract is established by the Charter of the company. If the director works under a fixed-term employment contract, then at the end of the contract, you need to draw up an order to extend the director’s legitimacy or terminate his powers.

An order to extend powers must be drawn up before the expiration of the contract. If this period has expired, then it is necessary to dismiss the director in full (order, payment, entry in the work book) and hire him again. Therefore, to avoid unnecessary paperwork, it is very important to meet all deadlines. In addition, transactions concluded during a period when the director was not officially working, but signed documents, may be challenged by counterparties.

To extend the powers of a director, it is necessary to hold a meeting of the authorized body of the LLC, in accordance with its constituent documents, and formalize a decision on the extension of powers of the managing person.

Typically, the LLC Articles of Association establish the standard term of office for a director - 5 years. Almost always, the authorized body is the meeting of LLC participants.

The decision of an authorized body consisting of several participants is formalized by drawing up a protocol of the authorized body of the LLC. If there is only one participant in the society, then the protocol is not drawn up. Next, based on the decision of the participants/sole participant of the LLC, a new employment contract is drawn up with the director, in accordance with the extension of the term of his powers.

When drawing up the decision of the authorized body of the LLC and the protocol, it is important to take into account the expiration date of the director’s powers and draw up all papers before the expiration of this date.

Briefly, step by step, the procedure for extending powers looks like this:

First, a meeting of the Meeting of LLC Participants is held;
At a meeting of the authorized body of the LLC, a decision is made to extend the validity period of the legitimacy of the director of the LLC;
A protocol on the extension of powers of the head of the LLC is drawn up;
Then, based on the recorded decision, a new employment contract is drawn up with the head of the LLC.

Important: let us remind you that all papers are dated before the expiration of the director’s powers. If there is one participant in an LLC, he makes the sole decision and the protocol is not drawn up.

The founder's decision to appoint a director

The period for which the highest official at the enterprise is approved can be either unlimited or limited. In the second case, after the expiration of the director’s term of office, it is necessary to either elect a new director or extend the functions of the previous one.

After this, the decision itself is recorded: to extend the powers of the general manager for five years (or another period).

When re-registration of dismissal and acceptance, information will be entered into another document - the work book. Important in the entire procedure remains a document called the Charter, which lays out the basics of the functioning of the enterprise, including the process of re-electing a manager. It will be possible to dismiss the head of an organization in such a situation in accordance with paragraph 2 of part 1 of Article 278 of the Labor Code of the Russian Federation on the basis of an appropriate decision of the authorized body of a legal entity, or the owner of the organization’s property, or a person (body) authorized by the owner.

A fixed-term employment contract with the head of the company (as a rule, it is concluded in an LLC) is terminated upon expiration of its validity period (Article 79 of the Labor Code of the Russian Federation). Therefore, after its expiration, a new one should be issued.

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

In practice, questions have arisen: what document formalizes the appointment/election of the sole executive body of a joint stock company, 100% of the shares of which belong to another joint stock company? How can the CEO of a company confirm his authority to his counterparties?

The general director of a commercial organization, in fact, is its sole executive body. This person exercises operational management of all main areas of its activities. The powers of the general director are very broad, and it is established that he can take on any functions that are not explicitly delegated to other employees.

A sample of a decision to extend the powers of an LLC director for a bank in 2020

To correctly draw up an order to extend the powers of the director of an enterprise, you must use the sample.

There are certain nuances that must be observed when drafting legal documents.

If the term of the contract is coming to an end, but the owner of the company has decided to extend the powers of the head of one of the branches of the LLC, he draws up an order on the basis of which the terms are extended.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to find out how to solve your particular problem , contact a consultant:

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

It's fast and FREE !

The director’s main task is to make sure that his data was entered correctly and to sign the document after a full check.