Registration of the CEO with the tax office. The procedure for the simultaneous change of the founder and the CEO. Change of director in LLC with a single founder

Step by step instructions for changing general director LLC in 2020 will be useful both for an independent procedure and for general familiarization with the change procedure.

The manual has been updated and contains all the changes required in 2020.

How to change the CEO in an LLC step by step

General directors are elected by the founders of the company during the registration of the company for a period of 1 to 5 years, and sometimes for an unlimited period. But during the life of the company, CEOs can change. In order to change the general director, it is necessary to hold a meeting of the founders; on the agenda is the issue of making a decision to change the general director in the company. After that, prepare a set of documents for the tax office, certify the application with a notary and register the shift with the tax office.

Let us consider in detail the step-by-step instructions for the procedure for changing the general director in the tax office.

First step, holding an extraordinary general meeting of participants

In order to fix the change of the general director of the company, it is necessary to convene a meeting of the founders of the company, at which a decision will be made to remove the previous general director from office and appoint a new leader to his place, a protocol is drawn up. If the founder of the company is in a single person, then the decision of the sole founder on the appointment of a new head is made.

Step two, preparation of documents for the tax

For a notary and subsequent submission to the registering tax office, you will need to prepare the following set:

  • It is necessary to accurately fill out an application in the form of P14001. The application does not need to be stapled and stitched with threads, as this will be done by a notary after it has been certified;
  • It is necessary to prepare the minutes of the meeting of the founders of the company on the change of the general director (in the case of 2 or more founders in the company) or the decision of the only participant if the company has one founder;
  • Order to revoke powers;
  • Order on the appointment of a new CEO.

Step three, certification of the application by a notary

After the procedure for preparing a complete set of documents, the new general director (since he is the applicant) must notary his signature on the application in the form of P14001 and if he personally does not submit documents to the tax office for registration, then draw up a notarized power of attorney to the authorized person. Before visiting the notary, you must print the prepared documents, take your passport, money and constituent documents to society. It will not be superfluous to make an appointment with a notary in advance.

Despite the fact that the applicant is the new general director, some notaries, in order to avoid illegal actions, require the presence of the founders of the company in order to confirm the validity of the change of the general director of the company.

Step four, filing documents for registration with the tax

Registration of changes in Moscow is carried out only by one tax department: IFTS No. 46, which is located at the address: Moscow, Pokhodny proezd, house ownership 3, building 2. Consider the fact that the tax one is in Moscow and there may be queues when submitting documents and receiving.

Within 3 working days after making the decision to change the general, you must submit to the IFTS:

  • Statement certified by a notary in the P14001 form;
  • Decision or protocol.

There is no state duty for changing the CEO. Registration with the Federal Tax Service is carried out within 5 working days. After receiving documents in tax inspector will hand you a receipt, according to which you need to receive documents on the sixth working day.

Step five, obtaining documents on the change of CEO in the tax

On the sixth working day, if the application is filled in correctly, you will receive a new entry in the Unified State Register of Legal Entities in the tax office, which will contain information about the new manager.

In the event that inaccuracies or even the slightest mistakes were made during the preparation of the set, the tax office will refuse to register the changes, which most often happens when the changes are registered on their own. After receiving a refusal, all the above steps of the step-by-step instructions will have to be repeated, namely: again prepare a set for the Federal Tax Service and a notary, certify the application with a notary and apply for registration.

Step six, the procedure for changing the CEO in a servicing bank

In addition to registering the change of the head of the company with the Federal Tax Service, you need to register this action in the bank to change the signature and change the electronic digital signature... For the bank, you must provide:

  • the decision of the sole founder to change the general director or the minutes of the meeting of the founders of the company to change the management of the company;
  • an extract from the Unified State Register of Legal Entities or a record sheet in the Unified State Register of Legal Entities with the amendments, certified by the tax authority;
  • order to withdraw powers;
  • order on the assumption of office of a new leader.

It is also necessary to certify the card with the samples of the signature of the new CEO. Some banks certify such cards on their own, and some accept only in a notarized form.

Assistance in changing the CEO

The employees of BUHprofi will provide you with a service to change the general director and make changes to the Unified State Register of Legal Entities. We will arrange everything required documents according to this step-by-step instruction (minutes of the participants or the decision of the sole participant, application in the form No. Р14001, orders for withdrawal and on taking office), we will follow you to the notary, and then, using a notarized power of attorney, we will independently submit documents to the tax authority, and upon expiration Within 5 working days, we will independently receive the registration documents with the changes and deliver them to you.

The turnkey service cost is:9 300 rubles (no additional fees, including notary services).An extract from the Unified State Register of Legal Entities is not required!

  • Notary services including certification of the form and drawing up a notarial power of attorney for filing and receiving documents without your participation: 4 300 rubles.
  • Our services: 5,000 rubles.
  • Delivery of the finished kit - free

Information regarding the current General Director of the organization is contained in the Unified State Register of Legal Entities, and during the execution of any contracts, the other party is obliged to clarify the degree of competence of the person acting as the head of the company.

When the management changes, the company is obliged to inform the tax authorities and make the appropriate entries in the Unified State Register of Legal Entities.

In this instruction, our lawyers tried to outline the procedure for changing the General Director of the organization and registering these changes in the Unified State Register of Legal Entities step by step.

This instruction almost does not affect the design hR documentation within the enterprise.

Turnkey CEO change (including all expenses and submission of documents by power of attorney) - RUB 9200

How to change the General Director in an LLC correctly?

Step 1. Decision making by the general meeting or the sole member of the Society. Make protocol general meeting members of the society, or provide alone decision about the replacement of the head. Two points should certainly be included in the "Agenda":

  1. Removal of powers from the former director and termination of labor relations with him.
  2. Empowerment of a new leader.

Example:

"1. To dismiss the General Director of the Company Ivan Ivanovich Ivanovich from his post.

2. To appoint Petrov Petr Petrovich to the post of the General Director of the Company.

Step 2. Dismissal of the former director and registration of documentation on the powers of the newcomer (registration of personnel documents).

It is important to take into account that even after the dismissal of the former manager, the powers of attorney issued by him do not terminate by themselves.

Step 3. Filling out an application in the P14001 form and notarizing the authenticity of the new director's signature on it.

It is better to check the necessary documents with the notary to whom you plan to go, usually you need:

  • Passport of the new CEO
  • certificates of TIN and OGRN of the company,
  • lLC charter,
  • decision to change director.

Do you need an extract from the Unified State Register of Legal Entities or not - you need to check additionally with a notary. Sometimes an electronic one from the Federal Tax Service is enough, or the notary personally makes a request for data from the register.

Step 4. Changes to the information on the Unified State Register of Legal Entities.

Within 3 days (excluding weekends) from the date of approval of the decision or protocol, a certified P14001 application should be submitted to the registering authority (tax office). Failure to comply with the three-day period may result in penalties in accordance with Art. 14.25 Administrative Code of the Russian Federation (5 thousand rubles).

What else can be included in the documentation package?

In accordance with clause 2 of article 17 and clause 1 of article 18 Federal law of August 8, 2001 N 129-FZ and clause 22 of the order of the Ministry of Finance of Russia of September 30, 2016 N 169n, it is enough to submit an application to the registering authority in the form of R14001. But you need to be prepared for the fact that some IFTS ask for a decision to change the General Director. At the same time, you do not need to pay the state duty.

It is important to consider: the filing of documentation regarding changes in information about the executive body is carried out to the tax authority where the LLC is registered. In large settlements there are separate IFTS performing these functions (in Moscow - MIFNS No. 46). The FTS portal has contact details of the Federal Tax Service Inspectorate registering at different legal addresses.

Step 5. Obtaining a revised USRLE entry on the tax sheet.

The time for the change of director is established by law and is 5 working days, excluding the days of filing and receiving documentation.

Step 6. Notification of the bank where the current account is opened about the change of the head.

Usually they bring to the bank:

  • decision and protocol on the change of director;
  • record sheet for the Unified State Register of Legal Entities;
  • an order to empower a new leader;
  • a card with a sample signature of the new leader.

Frequently asked questions:

How to fill out the P14001 form when changing director?

Instructions and filling rules for state registration changes (including Р14001) were approved by Order of the Federal Tax Service dated 25.01.2012 No. ММВ-7-6 / [email protected] Different situations of changing information about an LLC, which must be registered, assume the use of only the sheets necessary for this.

The requirements are the same as for the P11001 application form: only capital letters are used; data is entered in black ink or in Courier New font, 18 pt; with printing strictly on one side of the sheet, etc. Get more detailed manual you can read the order of the Federal Tax Service.

What P14001 sheets are filled out when changing the General Director of an LLC?

In the most common situation, the following sheets are filled in:

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

Who is applying for a change of director - old or new director?

Information regarding the new head has not yet been entered into the Unified State Register of Legal Entities, and the former director has already lost his powers. How to be?

Until recently, the former director could well sign a statement as a person registered in the Unified State Register of Legal Entities (FTS letter dated 26.10.2004 N 09-0-10 / 4223). However, the decision of the Supreme Arbitration Court of the Russian Federation of 05/29/2006 N 2817/06 abolished this possibility due to contradiction with the law "On LLC".

Courts often emphasize that legally the powers of the former director are completed with the approval of the decision made by the participants. This means that only the new manager is authorized to sign the P14001 statement.

It is worth considering: the authenticity of the signature in the P14001 application is always notarized and the signing of this document is carried out only in the presence of a notary.

Either the director himself or his representative under a notarial power of attorney can submit documents to the registering authority. Possible options for filing via EDS or by post.

If you still have any questions regarding the self-registration of a change of director in LLC or you want to place an order, you can use feedback service , write to us by mail or just call.

Change of the general director in the company since limited liability - the procedure is not complicated, but painstaking and in order to do everything right, you need to take into account many important nuances. We offer step-by-step instructions for changing the CEO of an LLC in 2017.

When changing a director in an LLC, it is very important for companies to notify the tax authority of the changes that have occurred. This is needed by their counterparties, who, in order to exercise due diligence for tax purposes, first need to verify the authority of the signatory. In this article, I will give step-by-step instructions for changing the CEO in an LLC in 2017.

STEP 1. Collecting documents on changing the general director in LLC

Work on changing a single executive body I always start by preparing the documents from which I will need data, namely:

  1. Passport of the incoming director of the LLC.
  2. TIN certificate of new and old directors (if any). Here I ask you to pay special attention, it happens that a person has not received the certificate and lives with complete confidence that the TIN was not assigned to him, I recommend checking the TIN at the following link https://service.nalog.ru/inn.do.

STEP 2. We hold a meeting of members of the society

At this change of the general director of the LLC in 2017, we draw up a decision of the sole founder of the LLC or the minutes of the general meeting of participants, which must contain the following data:

  1. Date and time of the meeting.
  2. Who attended the meeting.
  3. There are at least two issues on the agenda: termination of the powers of the former director and election of a new director;
  4. Voting results.
  5. Details of the old and new directors of the LLC. So that the tax authority does not have any questions, I always write in detail the passport data of the new director in the decision (see also registration of LLC independently step by step instructions 2018 ).

Download useful documents:

STEP 3. Comply with the provisions of the Labor Code of the Russian Federation

When changing the CEO in an LLC in 2017, our step-by-step instructions have one difficult question: is it necessary to conclude employment contract with the director? This is a controversial point. Some believe that it is enough that the director exercises his powers on the basis of the Charter, others - that the conclusion employment contract - a mandatory procedure, otherwise the organization will be held administratively liable for violation labor legislation... I adhere to the second position, since in accordance with Article 16 of the Labor Code of the Russian Federation, labor Relations between the employee and the employer arise on the basis of an employment contract.

STEP 4. We draw up an application for the change of the general director in the form P14001

It is most convenient to fill out an application in special program on the website of the Federal Tax Service.

You need to fill in the following sheets:

  1. The title page is information about the company.
  2. Sheet K for the former director - we fill in only 1 page (in paragraph 1 we put down the number 2 - the termination of powers, we fill in paragraph 2).
  3. We add another sheet K - we fill in 2 pages for the new director (in paragraph 1 we select the number 1 - the assignment of powers, we fill in all the other points, do not disregard paragraph 3.7, in which you must indicate the contact phone number of the new director).
  4. Sheet P - information about the applicant. The applicant is a new CEO, since the powers of the previous director are terminated from the moment the decision is made to terminate powers (in paragraph 1 we select number 1 - the head of the permanent executive body, we fill in paragraphs 2.4, then in paragraph 5 we choose the method of returning the documents to this In the same paragraph, the new director writes in his full name by hand. Attention! You can enter your full name only in the presence of a notary.

A sample of filling out the 14001 form when changing the general director in an LLC in 2017 (fragment)

Download useful documents:

After the application is completed, we take the constituent documents, the decision / protocol on the appointment of the director, the order to take office and go to the notary to certify the applicant's signature. Extract from the Unified State Register of Legal Entities with an electronic signature the notary requests it independently.

There is no need to pay the state duty, since the change of the general director is an action not related to the introduction of amendments to the constituent documents.

STEP 5. Submitting documents on the change of director to the registration authority

Documents must be submitted to the registration authority, for example, in Moscow, you should contact the Interdistrict Inspectorate of the Federal Tax Service No. 46.

The procedure for submitting documents is regulated by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169n, in clause 22 of which it is indicated that it is necessary to submit only an application in the form of P14001, but the tax authority may request another decision / protocol on the termination of the powers of one director and the appointment of another. Therefore, I recommend that you immediately attach the decision so that the tax authority has no reason to delay the deadline for making changes to the Unified State Register of Legal Entities.

The documents are required to the tax authority within three days from the date of the decision, otherwise the organization will face an administrative penalty in the form of a fine of 5,000 rubles.

How to submit documents

There are several ways to submit documents to the registration authority:

  1. We serve in person or through a representative by proxy.
  2. We send to in electronic formatby signing the documents with EDS.
  3. We direct by registered mail with a list of attachments.
  4. You can use paid service notary for submitting and receiving documents to the registering authority.

STEP 6. We receive documents from the registering authority

You can track the status of consideration of submitted documents if you use a special service at the link https://service.nalog.ru/uwsfind.do

After the changes are made to the Unified State Register of Legal Entities (5 working days), you will be given a record sheet. The applicant or a person acting on the basis of a notarized power of attorney has the right to receive the documents.

STEP 7. We inform the bank about the change of the General Director of LLC

The change of the general director of an LLC is one of the reasons to notify the bank about the changes. When contacting the bank, you must have with you:

  1. New director's passport.
  2. Record sheet from the Unified State Register of Legal Entities.
  3. Protocol / decision to change director.
  4. Order of appointment to the post of director.
  5. A card with sample signatures, which must be certified by a notary or a bank employee.

Please note that if the organization does not have a chief accountant, then an order should be drawn up to delegate the powers of the chief accountant to the general director.

We generate a new electronic key for internet banking.

STEP 8. Revoke powers of attorney

Situations are possible when, at the time of the change of the single executive body, the powers of attorney issued by the former director are still valid, then a decision should be made to revoke such powers of attorney or not, since they do not automatically terminate their effect.

In order to be able to easily track issued powers of attorney, the organization must maintain a log of the issuance of powers of attorney so that unwanted powers of attorney can be identified and revoked. I strongly recommend that you notify all counterparties about the revocation of such powers of attorney, otherwise, as practice shows, the company may incur losses that no one will compensate.

In conclusion, I would like to say that the procedure for changing the sole executive body is not a daily procedure, but I think it deserves special attention. The consequences of not following this step-by-step change of CEO in 2017 could be detrimental to both your company and your partners.

Preparation of documentation

The procedure is simple and is performed in the same way as changing the CEO's passport or address in several stages by contacting the IFTS, in which the legal entity is registered without adjusting the constituent documents.

Initially, a general meeting of founders (participants) is held. At this event, a decision should be made to remove all powers from the current head of the organization and to appoint his successor. The result is drawn up either. If the participant (founder) of the legal entity is one, then it is drawn up.

Based on the decision, an order is formed to appoint the general director of the LLC, a sample of which is presented on the website.

It is also necessary to fill out an application to the tax office to change the head and prepare the TIN of both directors (both the old and the new), copies of their passports.

Filling out the form No. Р14001

The application can be formed at the one offered by the tax office.

You can do this yourself, taking into account the requirements. It is important to write the text on the letterhead in capital block letters without blots, using black ink in the pen.

The typewritten method used to fill in this document uses the Courier New font. Letters - only capital letters are allowed - are 18 points in size.

The TIN of the previous head and his successor is required to be entered into the application (form No. P14001). The omission of this information is fraught with refusal to register the operation in the Unified State Register of Legal Entities. If one of the specified persons does not have a TIN, the field remains blank.

Double-sided printing of this document is prohibited.

Notarial office

Form No. Р14001 is signed directly at the notary's office on sheet R. The notary must certify the identity of the applicant, write his full name, signature and then sew the document.

When contacting a notary office, you must present:

  • an extract from the Unified State Register of Legal Entities not older than 30 calendar days;
  • Organization Charter (latest edition with all change sheets);
  • OGRN of a legal entity;
  • TIN of the company;
  • Decision (protocol) on the need to change the head.

The notary will need the originals of the above papers. The presence of the founders (participants) in the process is not required.

Tax office

The new head applies to the IFTS personally. He should have a passport with him. Documents to the tax office when changing the head:

  • application (form No. Р 14001);
  • decision (protocol) to change management.

The last document does not have to be presented to the tax authorities (it is necessary to bring it to the notary), but it may be required.

The specified package can be transferred to the tax authorities by a representative, who, in addition to a passport, will need to present a notarized power of attorney.

This operation does not require payment of state fees.

The maximum allowable time for contacting the IFTS in a situation where the director and founder of the LLC are changed is 3 working days from the date the relevant decision is made by the meeting of founders (participants). Violation is punishable by fines, the amount of which is 5,000 rubles.

After 5 working days upon receipt of a complete set of papers, the new director, after presenting his passport and receipt of the Inspectorate of the Federal Tax Service, receives a record sheet, which will reflect the changes made.

Consequences of a change of leadership

Change of the general director of an LLC, regardless of its grounds (due to the expiration of the term of the employment contract, upon dismissal by on their own) creates a hitch in many aspects of the company's activities.

Before the documents were collected in the tax office when the head was changed, transferred to the IFTS, but the changes were not registered with the IFTS (no entry was made in the register), the former head of the organization has the right to manage the legal entity in full. He can dispose of the property of the company and its account, conclude contracts. But the responsibility is also fully assigned to him. It is important that this does not depend on the duration of the employment contract. The border of the end of the powers of the previous management is precisely the fact of registration of the transfer of power in the company in the Unified State Register of Legal Entities.

Every entrepreneur is interested in his business functioning effectively and constantly developing. To a large extent, the state of the enterprise depends on the person who manages it. One of the ways to raise a business to a new level may be a change of director in an LLC. 2017 did not add any changes to the step-by-step instructions on how to do this. In this article, we will consider the current procedure for appointing a new CEO.

Who is a CEO

The general director is the sole management body of an LLC, which is elected by the general meeting of participants or the board of directors of the LLC. Also, this body can be called the president, but the "CEO" is used more often.

A member of the company can be elected to this position, or maybe an outside person. The agreement with him on behalf of the company is signed by the chairman of the general meeting or the board of directors (depending on who he is elected by) or by a person authorized by the meeting or the council.

According to the instruction of the Law on LLC of 08.02.1998 N 14-FZ, only individual... An exception is when the sole management functions are transferred to the manager, including the managing organization.

Why change the CEO

The appointment of a new leader can be due to both pre-agreed reasons and unforeseen circumstances.

Cases when the powers to manage the company are removed from the director are, as a rule, provided for by the charter of the LLC. Among them:

  • expiration of the term for which the director was appointed;
  • the will of the director himself;
  • common decision parties;
  • death of the person who was the director;
  • election of a new director.

These grounds are independent and do not depend on the effectiveness of the head. The latter is a special circumstance that is subject to the assessment of other LLC governing bodies and business owners. The grounds for changing the director in this case coincide with the grounds for dismissal at the initiative of the employer, provided for by the Labor Code of the Russian Federation (part 1 of Article 81 of the Labor Code of the Russian Federation). In particular, the members of the company can decide to change the CEO if he:

  • systematically violates his labor duties (part 5 of article 81 of the Labor Code of the Russian Federation);
  • violated trade secret (subparagraph "c" of paragraph 6 of part 1 of article 81 of the Labor Code of the Russian Federation);
  • committed actions that give rise to the loss of confidence in him (clause 7, part 1 of article 81 of the Labor Code of the Russian Federation);
  • made a decision that caused damage to society (clause 9, part 1, article 81 of the Labor Code of the Russian Federation).

These are just examples of the actions of the director, which may be followed by his change. The CEO is primarily an employee of the society, therefore his dismissive attitude towards his labor duties may become the basis for accepting a new employee for this position.

A change of director is often made in the event of a complete change in the composition of the owners of the business (participants, founders).

Change of director at LLC: step by step instructions. 2017

The first step is to convene a general meeting of members of the LLC or the board of directors, depending on who appoints the general director in the given company, and making a decision to change the director of the LLC. Such a decision is adopted by a majority of votes, unless the charter provides for a different procedure, and is drawn up in a protocol. If the company has one founder, the decision is made by him alone. The decision must indicate:

  • the basis for the change of director;
  • peculiarities of dismissing the director from office (for example, payment of benefits, if such is provided for by the charter);
  • data of the new director.

The second step is the preparation of documents for applying to the tax authority. In order to register the change of the general director in LLC, it is necessary to draw up an application in the form of P14001. To report information about the re-election of the general director (a person who has the right to speak on behalf of the company in the absence of a power of attorney), sheet K is provided, it indicates the personal data of the former leader and the new one, as well as the reason for the changes. The completed application is certified by a notary. It is necessary to ask him in advance what documents he needs to perform a notarial act. As a rule, these are:

  • statement Р14001;
  • decision to change director;
  • lLC charter;
  • TIN, OGRN of the company;
  • extract from the register legal entities (some notaries receive it on their own, others accept electronic extracts, and still others require a paper document with the stamp of the tax authority).

The third step is to apply to the tax authority with an application to amend the information in the register of legal entities. This must be done no later than three days after the new leader takes office, otherwise the company will face a fine under Art. 14.25 of the Administrative Code of the Russian Federation in the amount of 5 thousand rubles.

The person authorized to submit an application submits to the tax office:

  • notarized form P14001;
  • decision to re-elect the director (optional). Often a decision is not presented to avoid penalties for missing the deadline for applying for registration.

The tax inspector issues a receipt on receipt of documents, and changes are registered within 5 working days.

The fourth step is to notify the bank that the general director has changed in the LLC. For this, the following are submitted to the bank:

  • decision to change director;
  • extract from the register of legal entities;
  • passport of the new leader;
  • order for his appointment.

The new director will need to issue a signature card.

The fifth step is sending notifications to counterparties. The moment another director takes office is legally significant fact in relations with partners, because this is a person who has the right to act on behalf of the LLC and conclude transactions. Also, the CEO is sent letters and claims from the heads of counterparty organizations.

In general, the procedure for changing the head of an LLC is not complicated. The main thing is to fulfill all the requirements of the law provided for in this case, and to comply with the time allotted for registering changes, as well as to take care of notifying partners about the changes that have occurred.