Termination labor relations with the manager - a procedure that has some features that distinguish the process from terminating a contract with an ordinary ordinary employee. Despite the existing features, mandatory document, on the basis of which the director’s activity in the organization ends, is an order for his dismissal. For this, the standard T-8 form can be used.
Features of termination employment contract with the manager consists of a special set of grounds under the Labor Code of the Russian Federation for carrying out the dismissal procedure. Of course, the director of an LLC can resign himself by writing a statement at will. In this case, it is necessary to collect general meeting founders of LLC. The director is required by law to work for 1 month, after which he will complete his work process at this enterprise. The application is drawn up in free form, after which an order for dismissal at one's own request is formed; a sample of it for the director of an LLC is given below.
In addition to terminating the contract at will, there are a number of other grounds:
- expiration of the period of validity of the employment contract, if it is fixed-term (from clause 2 of Article 77 of the Labor Code of the Russian Federation);
- agreement of the parties (clause 1 of article 77);
- bankruptcy, liquidation of LLC (clause 1 of Article 81);
- change of owner by the company (clause 4 of article 81);
- committing an act that led to significant damage to the LLC (clause 9 of Article 81);
- gross violation of duties (clause 10 of article 81), etc.
Regardless of the grounds for dismissal of a director, it is required to organize a general meeting of the founders of the LLC to discuss the issue of terminating the employment contract with the current director and choosing his successor. The result of the meeting should be a protocol, which serves as the reason for drawing up an order of dismissal, along with a statement from the director (if he wishes).
How to draw up a procedure for terminating relations with the head of an LLC
It is recommended to use the standard T-8 form; it is drawn up on the last day of work of the manager on the basis of the Minutes of the general meeting (Decision of the sole founder of the LLC), as well as other documents, the list of which depends on the reason for the termination of the employment relationship.
For example, in case of voluntary dismissal, this is a statement from the director. If the contract is terminated by agreement of the parties, it is a bilateral agreement. In case of abuse of authority or gross violation of duties - documents confirming the guilt of the manager.
The peculiarity of the dismissal procedure in relation to the general or other director also lies in mandatory inventory process due to the financial responsibility of the manager in in full. Identification of a shortage will require the director to fully compensate the organization for its losses.
The dismissal order states:
- where and when the document was drawn up;
- what number is assigned - all personnel orders must be registered in the journal with the assignment of a number;
- which employee is subject to dismissal - full name of the manager, exact wording of the position;
- basis - a phrase from the Labor Code of the Russian Federation is rewritten indicating the clause and article of the code, for example, when terminating a contract at one’s own request, the wording from clause 3 of Article 77 is taken;
- documentary justification for filling out the order in form T-8, this must be the Minutes of the general meeting of the LLC (or the Decision of the founder), as well as additional documents depending on the reason for dismissal.
Who signs the order when terminating the contract with the director? The right to sign belongs to the director, so the director himself signs the order of his dismissal.
The procedure for terminating an employment contract with the head of an enterprise has a number of features. However, the execution of the dismissal order in the T-8 form remains unchanged. In the article we offer several examples of filling out the T-8 form when dismissing the director of an organization for various reasons - at his own request, for violations.
The manager is appointed to this position after such a decision is made at the general meeting of the founders of the company. It is also possible to dismiss a director after such a decision is made by the LLC participants. The result of the meeting is a Protocol, which states the decision to terminate the employment contract with the person performing the functions of a manager. If the organization has one participant, then a decision of the sole founder is drawn up.
The dismissal of a director can be caused by the initiative of the employee himself, when he writes 1 month before the expected end of his work activity. 1 month is the working period established for managers.
Also, a director can be dismissed under an article of the Labor Code of the Russian Federation for various types of violations, for example, for exceeding authority, gross violation of duties, actions that caused significant damage to the organization, in case of bankruptcy of an LLC or its liquidation. In addition, the reason may be the expiration of a fixed-term employment contract. The last reason applies when the director has been hired for a limited period.
How to fill out an order for the dismissal of an LLC director
For registration, take the standard T-8 form. Filling out the order is standard, however, it is necessary to correctly fill out the fields to indicate the basis of the Labor Code of the Russian Federation and list the details of all documents of the basis, the list of which depends on the reason for dismissal.
In the header of the T-8 order form, fill in the details of the LLC and the dismissed employee. At the top is the number and date of the employment contract to be terminated. A little lower is the date of the manager’s last working day.
The order line to indicate the basis for dismissal can be filled out as follows:
- termination at the initiative of the employer, clause 3, part 1. Article 77 (when the director writes a statement of his own free will);
- one-time gross violation by the director of his labor duties, clause 10 of article 81;
- unjustified decision of the manager, resulting in damage to clause 9 of article 81, etc.
The next line of the order contains information about all documents related to the dismissal of the director and the specified grounds under the labor code. For example, when terminating a contract under clause 3, part 1, article 77, the details of the manager’s statement of his own desire to resign are provided. If this is a gross violation of duties, then the reports, explanatory notes, acts recording the fact of violation.
Order T-8 is signed by the director himself. Since the manager is financially responsible, it is necessary to conduct an inventory of property upon his dismissal. Any damage discovered due to the fault of the dismissed person must be compensated in full.
Sample orders
A sample order for the dismissal of the director of an LLC at his own request -.
A sample of filling out an order to dismiss a manager for violations -.
Dismissal general director LLC at will
The general director of a limited liability company acts as its sole executive body (Clause 1, Article 40 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ). The functions of the employer in relation to the general director of the LLC are assigned to the general meeting of participants (subclause 4, clause 2, article 33 of Law No. 14-FZ). Accordingly, the decision to terminate the employment relationship with the general director of a legal entity is made at an extraordinary meeting of LLC participants, which the resigning director himself is authorized to initiate (clauses 1-2 of Article 35 of Law No. 14-FZ).
Important! Unlike other employees, the head of a legal entity must notify the employer in writing of his intention to resign at least 1 month in advance (Article 280 Labor Code RF dated December 30, 2001 No. 197-FZ).
Moreover, this period is established regardless of the duration of the employment contract with the general director of the organization, including in short-term employment relationships (letter of Rostrud dated March 6, 2013 No. PG/1063-6-1).
If the resignation letter is sent by mail, then the date of notification to the employer is considered to be the date of receipt of the letter (a note about this will appear in the notice of delivery), and not the date of its sending (see the appeal ruling of the Belgorod Regional Court dated June 26, 2012 in case No. 33- 1744).
However, properly sent notice may not always be delivered or received by the addressee. It is recommended to resolve this situation by going to court (see practice below).
The procedure for voluntarily dismissal of a CEO
The standard procedure is as follows:
- Notification to LLC participants:
- Notifications of an extraordinary meeting are sent by sending registered letters to LLC participants with a list of attachments and notifications of delivery (Clause 1, Article 36 of Law No. 14-FZ). The charter of a legal entity may also regulate another method of notification, but this seems to be one of the most reliable and simplest.
- The notice must indicate the date, time and address of the meeting, the agenda (including in this case dismissal of the general director of the organization, but at the same time the question of appointing a new leader may also be included). Copies of the general director’s statement of resignation at his own request should also be attached to the notice.
- The aforementioned letters must be sent to the addresses of all LLC participants. They are taken from an extract from the Unified State Register of Legal Entities or the register of LLC participants. If the addresses in the named sources do not match, it is necessary to send notifications to each of them.
- Holding a meeting of LLC participants. Based on its results, a decision is made on dismissal of the general director, which is entered into the protocol.
- Issuance of an order for the dismissal of the general director of the LLC based on the minutes of the general meeting.
- Making settlements with a dismissed employee, making an entry in his work book.
- Notification of the Federal Tax Service about the dismissal of the director.
If LLC participants ignore the director’s resignation letter
Taking into account what is enshrined in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC do not have the right to refuse the general director to accept his application for dismissal and subsequent termination of employment relations.
Important! In this case, an extraordinary meeting is not held to agree on the possibility of dismissing the general director at his own request, but in order to comply with what is provided for in Art. 280 Labor Code of the Russian Federation and sub. 4 paragraphs 2 art. 33 of Law No. 14-FZ dismissal regulations.
The most common expression of dishonesty on the part of the employer is the disregard by all participants of the LLC or one of them to participate in the extraordinary general meeting, which can be expressed, among other things, in the unwillingness to receive a corresponding registered letter from the general director of the LLC with his letter of resignation.
In such cases, after the expiration of the required month, the director of the LLC who wishes to resign is recommended to file a lawsuit to challenge the inaction of the founder (founders) and a demand for voluntary dismissal. At the same time, demands may be made to amend the information in the Unified State Register of Legal Entities (see the appeal ruling of the Kirov Regional Court dated June 13, 2012 in case No. 33-1718).
Note! The courts indicate that, according to Art. 80 of the Labor Code of the Russian Federation, after the notice period for dismissal has expired, the employee has the right to stop performing his labor functions, regardless of whether the employer complies with the regulations for terminating the employment contract or not.
In this case, as a proper confirmation of the employee’s will, it can be recognized statement of claim corresponding contents, handed to one of the founders (see the appeal ruling of the Perm Regional Court dated 08/05/2013 in case No. 33-7154).
Notification of tax and extra-budgetary funds about the dismissal of a director
Notification of the territorial body of the Federal Tax Service at the location of the legal entity about changes in information about a person authorized to act without a power of attorney on behalf of the organization is made within 3 days from the date of such changes (subparagraph “l”, paragraph 1, paragraph 5, article 5 of the Federal Law “ ABOUT state registration legal entities And individual entrepreneurs" dated 08.08.2001 No. 129-FZ) by filling out and sending form R14001, approved by order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6/25@.
Note! The legislation does not establish that the termination of the powers of the executive body of an LLC and their assignment to a new person must occur simultaneously. So, until a new general director of the LLC has been appointed, a message about the termination of the powers of a particular individual must be sent to the tax office (see sheet K of Appendix 6 to Order No. ММВ-7-6/25@).
Based on practice, tax authorities It is extremely rare that they are ready to accept an application from a resigned head of an organization to exclude him from the Unified State Register of Legal Entities as a person who has the right to act on behalf of the organization without a power of attorney. The refusal of the Federal Tax Service to register changes is usually explained by the fact that the specified form P14001 cannot be signed former leader, because in fact his powers have been terminated, although information about him is still contained in the Unified State Register of Legal Entities (see the decision of the Supreme Arbitration Court of the Russian Federation “On recognition as inactive...” dated May 29, 2006 No. 2817/06).
At the same time, there is also law enforcement practice, according to which the courts quite often oblige the Federal Tax Service to exclude from the Unified State Register of Legal Entities information about the former general director of the organization upon his application. They proceed from the fact that the inability to submit an application drawn up in accordance with the requirements of the law cannot in itself be a basis for refusing to satisfy a person’s legal requirement (for example, the resolution of the 19th AAS dated 03/02/2016 in case No. A36-4738/ 2015).
The obligation to notify extra-budgetary funds, Rosstat and other government agencies in accordance with the procedure interdepartmental interaction assigned to the Federal Tax Service.
Sample letter of resignation of the general director
In its structure, the resignation letter on behalf of the general director is absolutely identical to the statements that all other employees write in similar cases.
Application for dismissal of the general director assumes the following content:
- addressee: the body of the legal entity that entered into an employment contract with the director (this could be the founder, the general meeting of participants, etc.);
- position, surname, name, patronymic of the applicant;
- a request for the applicant’s dismissal from his position, indicating a specific date of dismissal;
- date of application;
- signature of the applicant with transcript.
Sample order for the dismissal of the general director
An order for the dismissal of any employee is signed by the head of the employing legal entity. The same applies to the order to dismiss the general director of an LLC. Despite the fact that in this case the dismissed employee and sole executive agency coincide in one person, the order for his own dismissal is signed by the general director himself (see letter of Rostrud dated March 11, 2009 No. 1143-TZ).
In a situation where the general director, due to certain circumstances, cannot independently sign an order (for example, due to temporary disability, etc.), a person authorized to sign orders can do this for him. The manager can delegate such powers by issuing local act or issuing a power of attorney.
Note! Usually, to issue an order for the dismissal of the general director, they use the unified form T-8, approved by Resolution of the State Statistics Committee of the Russian Federation dated January 5, 2004 No. 1. However, from October 1, 2013, this form became optional (see information from the Ministry of Finance of Russia “On the entry into force...” No. PZ- 10/2012). So the order can be issued in any form.
Order on dismissal of the general director(By unified form) can be downloaded below:
Dismissal of the general director by decision of the founder
The founder has the right to terminate the employment relationship with the head of the legal entity by his decision. Possible grounds are set out in Art. 81, 83, 278 Labor Code of the Russian Federation.
The issue of dismissal of the general director is submitted to the general meeting of the founders (participants) of the LLC (subclause 4, clause 2, article 33 of Law No. 14-FZ).
Upon dismissal of the general director on the grounds of clause 2 of Art. 278 of the Labor Code of the Russian Federation, if no guilty actions have been identified on his part, he is paid compensation in the amount of at least 3 times the average monthly earnings (Article 279 of the Labor Code of the Russian Federation).
Important! A dismissed employee has the right to appeal to judicial procedure motives own dismissal, presented by the founder, because the rather abstract formulation of the norm of clause 2 of Art. 278 of the Labor Code of the Russian Federation, however, does not mean that the employer is not limited in any way in resolving the issue of dismissing the general director of the organization and resolves the problem at his own arbitrary discretion (see the definition of the Supreme Court of the Russian Federation dated November 1, 2007 No. 56-B07-15).
At the same time, the dismissal of an employee under clause 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally permissible. In this case, dismissal does not act as a measure of legal liability and is accompanied by mandatory payment of compensation (see the ruling of the Constitutional Court of the Russian Federation dated July 14, 2011 No. 1015-О-О).
Terminate the employment relationship with the general director on the grounds of paragraphs. 7-7.1 art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these standards. The Plenum of the Armed Forces of the Russian Federation in its resolution dated March 17, 2004 No. 2 explains that the persons specified in paragraph 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on this basis, including if it is established that they committed theft, received a bribe or other unlawful actions of a mercenary nature, even if they were not related to their work (clause 45 of Resolution No. 2).
Thus, dismissal of the general director at his own request involves notifying his employer at least 1 month before the date of dismissal. The functions of the employer in relation to the general director of the LLC are assigned to the sole participant or the general meeting of participants of the LLC. The general director is authorized to sign own order about dismissal.
The order to dismiss the general director is a document with legal force, after the entry into force of which the employee is deprived of his previous labor status.
The initiators of dismissal may be:
Who signs?
Despite all the absurdity, The director himself signs the order for his dismissal. Confirmed this fact legislation of the Russian Federation, namely, a letter from Rostrud. It states that only the director himself has the right to sign any kind of orders.
When is it published?
- The owner or shareholders of the organization admitted the error of their decision and canceled the reduction.
- If this does not happen, the former director may apply to the court for further proceedings. The employee will need to provide evidence that confirms his competence and the absence of errors on his part.
Where and for how long is it stored?
The document is kept by employees personnel service, which structure all incoming documents.
Typically, employee dismissal documents are systematized in two ways:
- in a shared folder storing personal files of all employees of the enterprise;
- separately in a folder intended for storing documents on reductions.
The storage period for such documents is 5 years. At the expiration of given period papers are recycled.
Thus, the order to remove the general director from office has its own norms and standards that should be taken into account when issued.
It may be one of the founders, or the only founder; he will be an employee of the enterprise. Therefore, when registering an employment relationship with him, all required documents must be drawn up, as well as when terminating the employment relationship.
The CEO is first and foremost an employee
Since he is one of the employees of the enterprise, he can resign on the same grounds as all other employees. But at the same time, due to the specificity of his position, there are a number of other reasons for terminating the employment relationship, established specifically for enterprise managers.
General grounds - on general grounds, an employment contract is terminated both at the initiative of the employer and at the initiative of the employee. Reasons for termination at the initiative of the employer:
- one-time gross violation;
- repeated and job description in the presence of previously imposed penalties;
- loss of trust;
- expiration, etc.
The expiration of an employment contract is the most common reason, since, as a rule, a fixed-term employment contract is drawn up with the general director. At the same time, no one can prohibit the general director from submitting a resignation letter of his own free will, like all other employees.
In this case there is only one difference. If an ordinary employee is required to notify the employer of his upcoming dismissal at least 14 days in advance, then in the case of the general director this period increases to 1 month.
That is, a person holding the position of General Director has the right to submit a letter of resignation to the general meeting of founders and, after this period, terminate his employment. labor activity regardless of whether there was a shareholders meeting during this period.
Just as when dismissing an ordinary employee, in the case of the general director, the employer (general meeting or one authorized person) can, in agreement with the employee, shorten the notice period, even dismiss him on the same day.
In the case where the general director is the sole founder of the LLC, filing an application becomes a formality necessary to comply with the requirements of labor legislation when registering employees.
It is also possible to terminate the employment contract between the general director and the owners of the organization by agreement of the parties.
Special grounds
Employment record of dismissal
Expert lawyer's opinion:
The decision to fire or hire the head of an enterprise is always made by the owner. The article describes the entire procedure for dismissing a manager. It is correctly stated that the owner can exercise his powers individually if he sole participant(shareholder). Or maybe through the governing bodies authorized by the charter.
For example, a general meeting, board of directors or management board. But in any case, an order must be issued signed by the dismissed director. In it, instead of the usual wording, the decision of the owner (meeting, board of directors or board) may be announced. This decision is attached to the order. This will ensure compliance with enterprise and labor laws.
Our lawyers are ready to help you in difficult cases. Please contact us using the contact information provided.
But the following video will introduce you to the specifics of hiring a general director: https://www.youtube.com/watch?v=vTzaWOrwv0Q
