Order on appointment of the General Director: complexity of registration
The order to appoint a director is drawn up infree form. But it is necessary to reflect the name of the organization, the position, the grounds for appointing the person to the position of director (the order of the acting director, the decision of the sole founder of the LLC, the minutes of the founders' meeting and, finally, the employment contract); the date of entry into office and the term (if it is a matter of a fixed-term contract) is not more than 5 years. In the case of LLC and OJSC, the term of the director's work may be specified in the organization's charter. In addition, the order can reflect the transfer of "accessories" (stamp, seal, company documents) from the former director to the new one. At the end of the order there should be a line: "With the order acquainted" and the painting of the new director.
Some organizations introduce "in circulation" (decisionthe current head) a special form, often using a certain form under the number N T-1, approved by the Decree of the State Statistics Committee of 2004 No. 1. This form, by the way, is suitable not only for the appointment of a director, but for any employee. The basis for the order on this form is the employment contract.
The text of the order will vary with respect tothe exact wording of the post: "General Director", "Administrative Director" (executive). General "runs" all the affairs of the organization, the executive carries out only operational management (administrator). And although these are different positions, the order to appoint the executive director can be the same as the appointment of the general director, with the exception of the post. You can formalize the usual order on the form adopted in the institution, the same N T-1, for example.
Who has the right to issue an order appointing a general director?
- The order on appointment of the general director canbe issued now the acting director. Exceptions are cases when the current director is dismissed (for example, if a criminal case is initiated against him). With this case, the Supreme Arbitration Court faced one of the court proceedings.
- The order can be drafted and signedthe sole founder of the company itself. Also, in the case of the sole founder of the company, he can solely decide to hire someone from outside or from his employees as a director, and he will be signed by the new director himself to appoint the director-general. The basis in this case, as is customary in LLC with a single founder, will be its decision.
- If the charter of the LLC (drawn up on the basis ofArticles 33 and 40 of the federal law), or the OJSC stipulates that the appointment of the director of the company refers to decisions taken only at the general meeting of all founders, then the individual decision (order) on the appointment of someone is invalid. In the 1990s, this was raised in the Supreme Court proceedings. Now this norm is also in the law (in the civil code article 53, in federal laws on societies). And despite a clear indication in the law, there are still trials about recognizing orders unlawful. Founders can decide to remove the former director and appoint a new one at the same time, but can "progressively", but not otherwise. All decisions are recorded in the protocol.
- The order on appointment of the General Director of the LLC may be signed by one of its founders, if he presided at the general meeting.
After signing the order it is necessary to makerecord in the labor (with requisites of the order and in accordance with the instructions approved by the Ministry of Labor); open a personal account for the director. If we are talking about the CEO of LLC, where there is no staff worker, the director has the right to make a record about taking himself to work, but for this it is necessary to issue an appropriate order ("I assign responsibilities for keeping work books on myself").
Any changes that have occurred in the LLC should be notified to the registration chamber (application form No. Р14001 plus information about the new director and minutes of the meeting).
Employee transfer from one position to positionthe general or executive director is carried out in accordance with the labor code (article 72). In this case, an order is made of a slightly different content (N T-5 form), about the transfer, and not about the appointment.
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