Order 1 on assuming the office of director. Order on the appointment of a director. When an employment contract is not needed

Today we bring to your attention an article on the topic: "the order to take office as CEO of LLC." We tried to fully reveal the topic and explain everything in an accessible language. You can ask all your questions in the comments to the article. Our expert will promptly answer them.

The procedure for appointing the head of a legal entity depends on its form of ownership, but the list of necessary documents for registration remains unchanged. This is an employment contract and an order to appoint a general director.

Appointment letter for director

The order on the appointment of the general director is drawn up on the basis of the following documents:

• Decisions on the election of a person to a position (minutes of the general meeting of founders, decision of the sole owner, etc.).
• Employment contract with the general director.

An order to appoint a director of an LLC is needed for the internal office work of the company. The need for such a document is spelled out in the Labor Code of the Russian Federation, in article 68. It literally says the following:

• The reception of an employee is formalized by an appropriate order.
• The data in the order is entered from a previously signed employment contract.

The template for the order to appoint the general director should not be a unified form T-1, which, due to the specifics of this document, does not meet all the requirements. Usually such an order is drawn up in a free form.

Who signs the order on the appointment of the director of the LLC

The main question that arises when issuing this document is who signs the order to appoint a director?

The signature is put by the head himself, that is, in fact, he issues an order for himself.

This is justified by the following:

• At the moment when an order is made to appoint the general director of an LLC, the latter is already a person authorized to issue orders, since an employment contract has already been signed with him.
• The founders and owners of the organization cannot issue internal orders, unless they are registered in its staff.
• The legislation does not prohibit such actions of the head.

Thus, the name of the head appears in the text of the order, and he also puts his signature on this document.

Order on the appointment of the director of LLC: sample 2018

A sample order for the appointment of the general director of an LLC has not been approved, so it can be done in any form.

You can publish it on a unified T-1 form, but as mentioned above, it is not entirely suitable, because it does not focus on the fact that the manager takes office, but looks just like hiring a new employee. Meanwhile, this order will need to be submitted along with the constituent documents to various authorities.

The form of the order on the appointment of the director must contain the following details:

• Full company name.
• Date and number.
• Brief content of the order (for example, “on assuming the position of General Director”).
• The text of the order, which indicates the full name of the director, his position, the date of entry into force of powers and the date of their expiration (if any) and the document on the basis of which he was elected.
• CEO's signature.

A completed sample order for the appointment of a director of an LLC can be viewed below.

Validity of the order on the appointment of the General Director

The duration of the order to appoint a director depends on the period for which he has been granted authority. In most cases, the head of the enterprise is appointed for an indefinite period, or for a period specified in the statutory documents. It is for this period that this administrative document applies. If, after the expiration of the term of office, the head is elected again, then the order must be reissued, on the basis of a new employment contract and an election decision.

The period for which the head of the company is elected is usually included in the order for the appointment of a new director of the LLC. A sample of this entry might look like this:

• “I take office from 03/01/2018, for a period of 5 years”, or
• "Polyakov Dmitry Dmitrievich was approved for the position of General Director from 03/01/2018 to 02/28/2023."

If this information is not included in the text of the order, then a copy of the employment contract is usually attached to it, and this package of documents is provided upon request (to the bank, tax office, etc.).

The order to appoint the general director of an LLC is issued on the basis of the decision of the participants, or the sole founder, and is signed by the head himself. It is published in free form, but at the same time contains all the details required for administrative documents.

A completed example of an order for the appointment of a general director.

When hiring a new employee, the head of the company (or his authorized representative) issues an order, which is then sent to the office, personnel department and accounting department. How does a leader take office? In this article, we will analyze whetherwho makes it and how.

Do you need a company director?

There are two options for registering with the tax authorities: as an individual entrepreneur and as an LLC. An individual entrepreneur conducts economic activities independently and is considered a responsible person by default, even if he hires employees. He cannot appoint a CEO in his company and retire completely, at least not legally. In an LLC, the situation is different: it can be created either by one person or by several founders with different sizes of authorized capital, and, therefore, shares. And in an LLC there must be a leader, even if he is the only founder. If there are two or more founders, then they must hold meetings and determine by voting or agreement who will become the head of the company.

CEO appointed by order

It is noteworthy that during the registration of a company with the tax service, you will need to submit documents in which you need to enter the name of the company director and his passport details. Accordingly, already at the stage of applying to the tax office, you must fully agree on this issue with the co-founders, hold a meeting and make a decision in the minutes.

Attention:in most cases, the director of an LLC becomes the main founder, and not an employee. This is due to the fact that beginners usually do not have enough money for a quality manager, and it is not safe to give the implementation of a young project to a stranger.

If it is planned to create a large company, in the structure of which there will be several management positions, then information is entered into the charter of the LLC that the head of the company is the general director. Other managers are subordinate to him: technical, commercial, executive, personnel, etc.

Why do you need an order

If, when registering an individual entrepreneur, it is enough to simply make an application to the tax office, then in an LLC everything is much more complicated. First, the company must have primary accounting documents. Secondly, it must carry out all actions on paper. An entrepreneur enters into a regular employment contract with an employee. An order must be issued in the LLC for this. It is noteworthy that an order is also required for the employment of a director, even if this director is the only founder and even the only employee in the company.

Note that in Russia there is a universal form T-1, which is used as an order for employment. But for the appointment of a leader, it is practically not used. If the director is the founder, if the organization is just being created and the responsible person will not receive a salary, then the order can be written in any form and attached to the primary documents. It is believed that this particular document should be issued first, because all the others will be signed by the director who needs to be appointed. It is called "Order No. 1", is issued after the registration of the LLC and is done before opening a current account, receiving a seal or contributing the company's authorized capital.

Attention:if the order does not specify the validity period of the order, then it is considered indefinite. Simply indicate that the founder takes up the position of director from such and such a date, and he will act until some orders are made by a separate order.

Classic order number 1

Compilation rules

So, as we found out, the order can be drawn up in any form. At the same time, it must be written according to current standards. The following information must be included in the text:

1. Full name of LLC.
2. The city in which the order is drawn up, the date of compilation.
3. The text of the order itself (we will give options below).
4. The position of the head (general director, director) exactly as it is written in the Charter of the organization.
5. Signature of the head (exactly the person who is appointed by order).

At the end, you can put a seal if available. Recall that in Russia the seal is not mandatory, but it is still better to have it. It emphasizes the seriousness of the company and allows you to protect documents from forgery or correction. The text should include the following information:

1. What is the name of the document on the basis of which the order is created. Usually this is the decision of the founder or the minutes of the meeting of participants, if there are several founders.
2. The date the manager took office, the full name of the manager.
3. If it is not planned to hire an accountant, then it is necessary to indicate the point that the new director will fulfill his rights. If the accountant is a separate person, then nothing needs to be entered in the order (a separate paper is created for it).

Attention:if not the founder is appointed director, then a separate order is drawn up, but a separate employment contract with all the documents attached to it (at least a job description).

What are the duties of a manager

Let's look at what is included in the job responsibilities of the CEO, what he does and what functions he performs. Note that the job description for the director is not drawn up, although when hiring a third-party person, it can be introduced as a local act. In general, the duties of this person include:

1. Organization of the financial and economic activities of the company. It is he who is responsible for all the processes taking place inside, for signing important documents and papers, for doing business and reporting to the tax authorities.
2. Monitoring compliance with the legality of the work of the organization. It should not violate the laws of the Russian Federation both in external and internal activities.
3. Support the company and control the availability of the resources necessary for the normal, uninterrupted functioning of the enterprise.
4. Recruit the right people and ensure that the right positions are in place in the organization. That is, he does not have to be present at the interview himself if there is a personnel service, but he must understand that the company needs a marketing department or an administrator position.
5. Supervise accounting or do it yourself if the company does not have an accountant position.

The order is issued on the basis of the protocol of fees

Manager's responsibility

It should be understood that if the head is the founder, then he is fully responsible for his actions. But if this is a hired person, then he should have a job description describing the duties and methods of holding accountable. Only the founder or the board of directors can punish the CEO (this possibility should be spelled out in the company's charter). In general, the following points are responsible:

1. Dishonest performance of their duties, which led to damage to the company.
2. Leakage of commercial or proprietary information.
3. Failure to comply with the rules of fire, sanitary-epidemiological or environmental safety.

Recall that there are three types of liability: criminal, administrative and material (the latter is prescribed in the liability agreement). Consider the situations in which it can be applied:

Be sure to indicate the time frame of the order

The concept of a nominee leader

Often on the Internet there are job advertisements that offer everyone who wants to become an interim director of an LLC without any responsibility or obligations, but with a good salary. This phenomenon is called a "nominal leader", or, more simply, a zits-chairman. Is it worth it to accept such offers? Let's answer right away: no. If someone invites an interim leader, then something is being done illegally or secretly. They hire people in two cases:

1. Someone needs a founder, not a leader, while a person does not want to register a company for himself. Remember that when registering with the tax office, you need a passport, TIN and other documents, so you won’t be able to register without a founder. You are hired as a head, a company is opened, a couple of payment contracts are passed through it and left (or closed). Similar methods are used by various cashiers, haulers and other companies that launder money.
2. The real leader does not want to appear in the documents, so he hires himself a screen, conducting activities on his own. Again, there is no smoke without fire: if a person is hiding, it means that something is unclean here.

In any case, you, as a founder or CEO, will bear financial, administrative or criminal liability. Of course, they will convince you that everything will be clean, legal and beautiful, but you cannot believe this. Any order can be signed on your behalf, any action taken, and in fact you will be held responsible for the consequences. In addition, Article 173 of the Criminal Code implies bringing to responsibility for such actions in the form of a fine of up to 500 thousand hryvnia or imprisonment for up to 5 years.

Attention:those who can be caught are usually liable. If the company is registered to you and you are a director in it, then they will look for you, and not for mythical employers from the Internet.

What other positions can be

Above, we examined the basic principles and rules for drawing up an order. It is drawn up in any form and signed by the head himself. But if the enterprise already has a manager and another administrative staff is being recruited, then the classic T-1 form is filled out. Let's take a look at what other managers can be at the enterprise and how to draw them up correctly:

1. CEO CEO. Takes over all the duties and rights of the general during periods of his absence (vacation, illness, business trip, etc.). First, the CEO chooses an IO for himself, then agrees with him on the possibility of a replacement, after which he personally signs the order. If the employee does not agree, then you cannot force him. Separately, a document is drawn up, in which data on the capabilities of the IO and rights are entered.
2. Commercial Director. Reports to the general director, is engaged in financial and economic activities, oversees supply and household issues. The order is signed by the CEO, hiring is carried out on traditional terms: drafting a job description, signing an employment contract.
3. Executive Director. His responsibilities include developing documentation and business plans, holding various meetings, events, trainings, motivating and punishing employees, monitoring operational activities, etc.
4. Financial director. Takes care of everything related to finance: risk calculation, flow management, drawing up financial strategies, and more. Works closely with both the CEO and the accounting department.

Also, the director of a branch may be present in the structure of the company. If the company opens a branch, then this person is put to manage the branch. In fact, he is a miniature CEO: he does everything necessary in his office, reports to the CEO on the work done. Sample letter of acceptance letter for CEO of LLC can be downloaded from this.

In contact with

The order on assuming the position of the General Director of an LLC is one of the fundamental documents of the organization. Without this order, the head cannot begin to perform his duties. Without it, all documents, orders, etc. signed by him will not be legally competent, will not be considered by state and other organizations.

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Also, a paper of this nature will be very useful (in some cases even necessary) when opening a bank account for a legal entity.

Important! The names of all heads of legal entities are always entered in the Unified State Register.

Possible misconceptions

Do not confuse the founder and director of the enterprise. Even if this is the same person, the functionality of these persons is still different. Thus, the normal situation is when the founder appoints himself to this position and takes office at his own order.

Order elements

The order implies a free form of presentation, but it must contain information about:

• The name of the LLC.
• The serial number of the order (usually this is one of the first orders if the appointment occurs immediately after the establishment of a legal entity).
• Signing date.
• The city in which the legal entity is organized and the order is signed.
• Reason for taking office. This is either the minutes of the general meeting of founders, or the decision of one founder.
• The date on which the appointment takes place.
• What other responsibilities does the CEO take on when he takes office.
• The date on which the order takes effect.

The result should be a signature with a position and a transcript, if available, a seal.

What other documents need to be issued

On the forums, they often ask what needs to be drawn up: an order in the T-1 form or an order to assume the position of general director of an LLC. Both of these papers are necessary for the normal functioning of the organization and for reporting.

An order in the form T-1 refers to documents on personnel, and on taking office - to papers on core activities.

This means that the personnel service has nothing to do with the order. The order is entered in the register (magazine) of orders for the main activity as the first item. Only in this way will the further activity of the company be possible.

If there are several founders

If the appointment of the head takes place in an already existing company, then according to the law, his appointment should be handled not by the founder, but by the general meeting. At the same time, there should be a link in the order to the minutes of this meeting.
In the same order, the general director, if necessary, may assume the duties of an accountant, economist or other employees. Often this happens in small companies for which it makes no sense to increase staff.

What to write in a work book

The document must contain information about taking office as the CEO of the organization. It is advisable to refer to the decision of the founder or to the number of the minutes and the date of the general meeting.

Moreover, the entry in the labor must appear no later than 7 days after taking office, otherwise it will be contrary to the Labor Code. So the dating in this case must be treated responsibly.

Important! It is not necessary to indicate in the order the amount of wages, the duration of work and other points. Since the order refers to the primary documents for the main activity, these moments are not prescribed by default. This can be taken care of in the employment contract.

Whom to inform about the appointment

First of all, the tax service should be aware of such significant personnel changes. Information about the newly appointed general director must be entered into the Unified State Register of Legal Entities. Moreover, this should happen no later than 3 days after signing this paper.

In order not to become a violator of the law, the founder or the newly minted CEO (often the same person) must complete the P14001 form, as well as a properly executed decision (council or personal). These papers must be submitted to the tax office where the company was registered. The territorial principle of taxation in this case remains in force. You cannot establish an LLC in one city, and bring an order to take office in another. If this happens, then it is necessary to send the documentation by registered mail and make sure that it has been received.

Do I need an employment contract after the order?

Signing an employment contract with yourself, at first glance, seems like nonsense. But under the existing Labor legislation, such actions are allowed. Moreover, this document should spell out fundamentally important points that relate to tax deductions (this depends on the accrued wages).

Thus, if you do not prescribe the level of your own salary, then you can incur administrative responsibility in the form of a fine at the very first tax audit.

What should change with the inauguration of a new CEO

If an account is opened for an LLC in one or more banks, then the new head must change the signature sample everywhere to his own. It must be notarized. If the LLC is fresh, then the sample signature is left once - when opening an account.

What to consider when transferring a position

The founder must, at the time of signing the order, remove authority from the previous head. Also, before starting to perform their duties, it is recommended for a beginner to check the orders, decrees and powers of attorney that were issued earlier by the previous leadership.

The founder (when the old general director has been removed and a new one has not been appointed) must cancel unnecessary old powers of attorney and other documents on the main activity. And then only make a decision to issue an order to assume the position of general director of the LLC.