Dismissal of the director of the sole participant. Compensation for the dismissal of a director by decision of the founder. Notification of the State Registration Service

Good afternoon, Eugene!

You cannot be dismissed due to loss of trust due to the following.

According to article 280 of the Labor Code of the Russian Federation "Early termination of an employment contract at the initiative of the head of the organization"
The head of the organization has the right to terminate the employment contract ahead of schedule, notifying the employer (owner of the organization's property, his representative) in writing no later than one month in advance. Art. 81. TC RF
The employment contract can be terminated
by the employer in the following cases: ... 7) the employee commits guilty acts,
directly serving monetary or commodity values, if these actions give reason for the loss of confidence in him from the employer.

Thus, the termination of the employment contract under clause 7, h. 1, Art. 81 of the Labor Code of the Russian Federation due to the loss of confidence, it is possible only in the following cases :
- in relation to employees directly serving monetary or commodity values (reception, storage, transportation, distribution, etc.);
- when employees commit such culpable actions that gave the employer grounds for losing confidence in them (clause 45 of the Resolution of the Plenum of the RF Armed Forces of March 17, 2004 No. 2). The employer's lack of evidence that the employee has committed these actions entails recognition
dismissal under clause 7, h. 1, Art. 81 of the Labor Code of the Russian Federation illegal (see Determination of the Moscow City Court of 22.06.2010 in case No. 33-18390).

If the employee committed guilty actions and the employer followed the procedure for applying a disciplinary sanction in the form of dismissal (an investigation was carried out, an inventory was carried out, an explanation was requested from the employee,
the penalty was applied within the time period stipulated by the law), the termination of the employment contract on the specified basis is recognized as lawful (see the Determination of the Moscow City Court of 01.07.2010 in case No. 33-19482).

But not otherwise!

As for the general meeting of participants, it is necessary to take into account the following provisions of the Federal Law "On Limited Liability Companies":

1. An extraordinary general meeting of the company's participants shall be held in cases determined by the charter of the company, as well as in any other cases if the interests of the company and its participants require such a general meeting.
2. An extraordinary general meeting of members of the company is convened by the executive body of the company on its initiative, at the request of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the auditor, as well as the members of the company who, in aggregate, have at least one tenth of the total votes of members of the company.
If one or more issues proposed for inclusion in the agenda of the extraordinary general meeting of the company's participants, do not fall within the competence of the general meeting of participants in the company, or do not meet the requirements of federal laws, these issues are not included in the agenda.

The issue of dismissing you due to loss of trust does not meet the requirements of federal laws, therefore, cannot be included in the agenda.

Dismissal of the CEO of his own free will is a more complicated procedure compared to the termination of the employment relationship between an ordinary employee and an organization. We consider the issues of dismissal of a manager from the point of view of labor and from the point of view of corporate legislation, and also pay attention to formal issues (notification of the Federal Tax Service, etc.)

Dismissal of the general director of an LLC of his own free will

The general director of a limited liability company acts as its sole executive body (clause 1 of article 40 of the Federal Law "On limited liability companies" dated 08.02.1998 No. 14-FZ).

The functions of the employer in relation to the general director of the LLC are entrusted to the general meeting of participants (subparagraph 4 of paragraph 2 of article 33 of Law No. 14-FZ). Therefore, the application for dismissal of the director is written in the name:

the only member of the LLC;
chairman of the general meeting of participants.

The decision to terminate the employment relationship with the general director of the legal entity is made at an extraordinary meeting of the LLC participants, which the resigning manager himself is authorized to initiate (paragraphs 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 quit at least 1 month in advance (Article 280 of the Labor Code of the Russian Federation of 12/30/2001 No. 197-FZ).

At the same time, this period is established regardless of how long the employment contract was concluded with the general director of the organization, including in the case of short-term labor relations (Rostrud letter dated 06.03.2013 No. PG / 1063-6-1).

If the letter of resignation is sent by mail, then the date of receipt of the letter by the employer is considered the date of the notification of the employer (a note about this will be in the notice of service), and not the date of its sending (see the appeal ruling of the Belgorod Regional Court of 26.06.2012 in case No. 33- 1744).

However, a properly sent notification may not always be delivered or received by the addressee. It is recommended to resolve this situation by going to court.

The procedure for the dismissal of the CEO of his own free will

The standard procedure is as follows:

Notice of LLC participants:
- Notifications of an extraordinary meeting are sent by sending registered letters to the LLC participants with a list of attachments and notices of delivery (clause 1 of article 36 of Law No. 14-FZ). The charter of a legal entity may regulate another method of notification, but this one seems to be one of the most reliable and simple.
- The notification must indicate the date, time and address of the meeting, the agenda (in this case, the dismissal of the general director of the organization, but at the same time the issue of appointing a new head may be included). The notice should also include copies of the CEO's resignation letter of his own free will.
- The mailing of the mentioned letters must be made to the addresses of all members of the LLC. 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, you must send notifications for each of them.
Holding a meeting of LLC participants. Based on its results, a decision is made on the dismissal of the general director, which is recorded in the minutes.
Issuance of an order on the dismissal of the general director of the LLC on the basis of the minutes of the general meeting.
Making payments with a dismissed employee, making an entry in his work book.
Notification of the Federal Tax Service on the dismissal of the director.

If the members of the LLC ignore the director's statement of dismissal

Taking into account the stipulated in Art. 37 of the Constitution of the Russian Federation prohibiting forced labor, participants in the general meeting of an LLC have no right to refuse the general director to accept his letter of resignation and subsequent termination of employment.

Important! An extraordinary meeting in this case is not held to agree on the possibility of dismissing the general director of his own free will, but in order to comply with the stipulated in Art. 280 of the Labor Code of the Russian Federation and sub. 4 p. 2 art. 33 of Law No. 14-FZ of the rules for dismissal.

The most common expression of unfair actions on the part of the employer is ignoring by all participants of the LLC, or one of them, of participation in an extraordinary general meeting, which may be expressed, among other things, in the unwillingness to receive a corresponding certified letter from the general director of the LLC with his letter of resignation.

In such cases, after the expiry of the prescribed month, the head of the LLC who wants to resign is advised to go to court with a claim challenging the inaction of the founder (founders) and demanding dismissal of his own free will. At the same time, requirements may be made to amend the information in the Unified State Register of Legal Entities (see the appellate ruling of the Kirov Regional Court of 13.06.2012 in case No. 33-1718).

Note! The courts indicate that according to Art. 80 of the Labor Code of the Russian Federation, after the expiry of the notice of dismissal, the employee is entitled to terminate the performance of his labor functions, regardless of whether the employer has complied with the rules for terminating the employment contract or not.

At the same time, a statement of claim of the corresponding content, handed to one of the founders, can be recognized as a proper confirmation of the employee's will of the employee (see the appeal ruling of the Perm Regional Court dated 05.08.2013 in case No. 33-7154).

Notification of the tax and non-budgetary funds about the dismissal of the director

Notification of the territorial body of the Federal Tax Service at the location of the legal entity about a change 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 implementation of such changes (sub. On state registration of legal entities and individual entrepreneurs "dated 08.08.2001 No. 129-FZ) by filling out and sending form P14001, approved by order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6 / [email protected]

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 should occur simultaneously. So while a new general director of the LLC has not been appointed, a message should be sent to the tax office on the termination of the powers of a particular individual (see sheet K of Appendix 6 to Order No. ММВ-7-6 / [email protected]).

Based on practice, the tax authorities are extremely rarely 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 entitled to act on behalf of the organization without a power of attorney. The FTS's refusal to register changes is usually explained by the fact that the specified form R14001 cannot be signed by the former head, since 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 Invalidation ..." 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 authorities to exclude from the Unified State Register of Legal Entities information about the former general director of the organization at his request. 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 reason for refusing to satisfy a legal claim of a person (for example, the decree of the 19th AAC dated 03/02/2016 in case No. A36-4738 / 2015).

The duty to notify extra-budgetary funds, Rosstat and other government agencies in the order of interdepartmental interaction is assigned to the Federal Tax Service.

Sample application for dismissal of the CEO

By its structure, the letter of resignation on behalf of the CEO is absolutely identical to the statements that all other employees write in similar cases.

The CEO's resignation letter assumes the following content:

addressee: the body of the legal entity that entered into an employment contract with the director (this can be the founder, general meeting of participants, etc.);
position, surname, name, patronymic of the applicant;
a request to dismiss the applicant from the position held, indicating a specific date of dismissal;
date of application submission;
the signature of the applicant with a transcript.

Director's dismissal date. Actions to be taken before it occurs.

The last day of work of the CEO may be:

The date specified by the director in the statement, with which the participants / participant of the LLC agreed;
The date on which 1 month expires from the moment the CEO was warned about his dismissal. This date can be used, in particular, in the event that the director did not indicate the date of dismissal in the application. The day following the day the employer is notified of the upcoming dismissal is taken as the starting point.
Another date determined by agreement of the parties.

Note! If the participants / sole participant of the LLC decide to dismiss the director before the date specified in the application without the consent of the director - despite the fact that there are no culpable actions on the part of the latter - the decision of the owner will become the basis for dismissal. In accordance with Art. 278 of the Labor Code of the Russian Federation in this case, the director is paid compensation.

The resigning director must:

report on the accountable funds (if any);
transfer keys, seals, documents to the new director (founders) according to the acceptance certificate.

Sample order for the dismissal of the CEO

The order to dismiss any employee is signed by the head of the legal entity-employer. The same applies to the order to dismiss the general director of the LLC. Despite the fact that in this case the dismissed employee and the sole executive body coincide in one person, the CEO signs the order on his own dismissal himself (see Rostrud's letter dated 11.03.2009 No. 1143-TZ).

In a situation where the general director, due to certain circumstances, cannot independently sign the order (for example, due to temporary disability, etc.), a person authorized by him to sign the orders can do it for him. The head can transfer such powers by issuing a local act or issuing a power of attorney.

Note! Usually, to draw up an order on the dismissal of the general director, they use the unified form T-8, approved by the decree of the State Statistics Committee of the Russian Federation dated 05.01.2004 No. 1. However, from 01.10.2013 this form became optional (see the information of the Ministry of Finance of Russia "On the entry into force ..." No. PZ- 10/2012). So the order can be issued in any form.

The order on the dismissal of the CEO (in a unified form) can be downloaded below:

Making an entry in the work book

Enters a record of dismissal in the work book, as a rule, an authorized person (HR inspector). In the absence of such, the director can make the entry himself. In any case, it is necessary to comply with the requirements of the instructions for filling out work books, approved. Resolution of the Ministry of Labor of Russia dated 10.10.2003 No. 69.

The entry should look like this:

Note! Abbreviations during recording are not allowed.

The letter of dismissal will be certified by the signature of the authorized person and the seal of the organization (if any).

Dismissal of the CEO by the decision of the founder

The founder is entitled to terminate the employment relationship with the head of the legal entity by his own decision. Possible grounds are set out in Art. 81, 83, 278 of the Labor Code of the Russian Federation.

The issue of dismissing the general director is submitted to the general meeting of the founders (participants) of the LLC (subparagraph 4, paragraph 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 were revealed 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! The dismissed employee has the right to appeal in court the motives of his own dismissal presented by the founder, since 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 deciding the issue of dismissing the general director of the organization and resolves the problem at his own discretion (see the definition of the RF Armed Forces dated 01.11.2007 No. 56-B07-15).

At the same time, the dismissal of an employee under paragraph 2 of Art. 278 of the Labor Code of the Russian Federation without specifying the reasons is recognized as fundamentally admissible. In this case, the dismissal does not act as a measure of legal responsibility and is accompanied by a mandatory payment of compensation (see the definition of the Constitutional Court of the Russian Federation of 07/14/2011 No. 1015-О-О).

Terminate the employment relationship with the CEO on the grounds of pp. 7-7.1 Art. 81 of the Labor Code of the Russian Federation is possible only in the cases listed in these norms. The Plenum of the RF Armed Forces in its resolution of 17.03.2004 No. 2 explains that the persons specified in clause 7 of Art. 81 of the Labor Code of the Russian Federation, can be dismissed on this basis, including when it is established that they committed theft, bribe taking or other illegal actions of a mercenary nature, even if they were not related to their work (paragraph 45 of Resolution No. 2).

Thus, the dismissal of the general director of his own free will presuppose that he notifies 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 entrusted to the sole participant or the general meeting of the participants of the LLC. The CEO is authorized to sign his own order of dismissal himself.

Dismissal of a CEO is a complex procedure that differs significantly from the classic termination of cooperation with an employee.

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The fact is that the general director is the only executive body of the LLC. For this reason, it is important to understand in advance the specifics of the procedure.

Foundations

You can only fire a CEO if you have good reason. Their list is clearly indicated in the current legislation of the Russian Federation.

The reasons for the termination of interaction with the person in this position may be:

General grounds for dismissal, enshrined in Articles 77, 81 and 83 of the Labor Code of the Russian Federation. So, the general director can leave his post or stop carrying out activities in connection with the end of the term of cooperation.
Special bases. The CEO may be asked to leave the position if his decision resulted in a violation of labor obligations or the provisions of applicable law. A similar procedure can be performed if the owner of the property of a particular organization changes.
Additional grounds. The general director can be removed from office if he declared bankruptcy.

There are other grounds on which the CEO can be fired. A similar action is performed if the person in office has committed a crime or other illegal actions.

What does the law say?

Before proceeding with the procedure for dismissing the general director, you should familiarize yourself with the current legislation of the Russian Federation. It regulates the peculiarities of the manipulation.

It should be remembered that it is necessary to be guided by the provisions enshrined in the normative legal act edited by Federal Law No. 197.

The section of the Labor Code of the Russian Federation contains the following rules:

the person holding the post of general director may unilaterally terminate the employment agreement by notifying the employer about it 14 days before the planned date of termination of employment, unless otherwise provided in the agreement;
the employment contract can be terminated earlier than the specified period, but only with the consent of the employer;
if the general director cannot fulfill the duties assigned to him in connection with the state of health, the termination of cooperation is carried out in one day;
before the date of termination of employment, the general director may withdraw the letter of resignation, regardless of the opinion of the founders of the LLC;
when the term of work ends, the general director has the right to stop working even if the employer did not properly carry out the dismissal procedure.

Dismissing a CEO is different from the classic procedure. Thus, the notice period can be increased from 2 to 4 weeks. In fact, the CEO is obliged to notify himself.

However, the dismissal procedure must be carried out in compliance with all formalities.

Dismissal of the CEO

The procedure for dismissing the general director depends on the reasons for the termination of cooperation. Depending on the reasons that led to this, the features of the manipulation may vary.

By agreement of the parties

If the CEO is dismissed, the participants in the procedure will have to go through the following steps:

The employee submits an application, drawn up in accordance with the established template, to the founders or other persons authorized to terminate the employment contract.
A meeting of founders is held, at which a decision is made on the dismissal of the general director and the main points of the agreement are discussed.
An agreement is being drawn up. The employee must read the paper and sign it.
A corresponding order is issued.
An entry is made in the work book of the general director with reference to the current legislation.
The tax authority is notified. The action is carried out within three days.
A work book is handed over.
Provided.

Wages for the month worked and must be provided on the day of termination of the employment agreement.

Of your own free will

If an employee leaves the company of his own free will, the dismissal procedure is almost identical to termination of cooperation on the basis of an agreement.

However, the document itself is not compiled. Instead, the minutes of the meeting are drawn up, in which the decisions made by the founders are recorded.

If is the only founder

If the General Director is the sole founder of the Company, the dismissal procedure takes place according to a simplified scheme.

According to article 273 of the Labor Code of the Russian Federation, the only founder has the right to relieve himself of his post at any time.

In this situation, the general director independently decides on his dismissal. An employee's work book is made a record of dismissal of his own free will, indicating the relevant provisions of the current legislation of the Russian Federation.

Upon liquidation of an LLC

If an LLC is liquidated, the resignation from the CEO is part of the mandatory measures. The law does not allow the old leader to retain managerial functions.

Responsibility for the implementation of the norm lies with:

general meeting;
investors;
a trustee appointed by the court or selected on a competitive basis.

They are the ones who make the decision to dismiss the general director and take other measures to remove the powers from the former managing staff of the LLC.

By the decision of the founder

The founders of the LLC can also decide on the dismissal of the general director. The verdict on the termination of cooperation is adopted at the general meeting. It is drawn up in a protocol, in which all the features of the event are recorded.

If violations are committed during the dismissal process, the founders will be held administratively liable.

Procedure

The dismissal of the CEO in 2019 must be carried out in strict accordance with.

Sample application

To be recognized as valid, it must be drawn up in accordance with existing rules.

The following information must be reflected in the paper:

the addressee to whom the application is sent;
position and full name of the employee who made the application;
a request for dismissal indicating the date of termination of cooperation;
date of submission of the document;
applicant's signature with transcript.

If the general director finds it difficult to draw up a document on his own, he can use a ready-made sample.

Order

When the decision to dismiss the CEO is made, it is formalized. The paper is drawn up on a unified form T-8. The order is issued by the CEO himself.

The procedure is carried out on the last working day of the employee. The text of the order indicates the grounds for dismissal with references to the relevant regulatory legal acts.

Employment record

Contributed by the founder of the organization. The document specifies the reasons for dismissal with reference to the relevant regulations.

It often happens that the founder of a business company holds the position of the head of the company. At the same time, it may be necessary to relieve him of the relevant position. Under what legal mechanisms is it possible to dismiss the founding director of an LLC? Who can initiate this procedure?

What are the mechanisms for dismissing the founding director?

Dismissal of the founding director of an LLC of his own free will or by order of other persons are procedures that differ greatly in their legal nature and essence. The dismissal of the head of the organization who established it from his post can be carried out, one way or another, within the framework of the following main mechanisms:

Dismissal of the director, who is the sole founder and owner.

Dismissal of a director who is not the only founder (owner).

Within the framework of each of the 2 specified legal mechanisms, the director can be relieved of his post:

at his own request;

at the request of third parties.

At the same time, the term "dismissal" in the context of legal relations with the participation of a director can be interpreted in different ways - as de facto dismissal (regardless of the application of certain legal mechanisms), as de jure dismissal according to the Labor Code of the Russian Federation, or as dismissal from office de jure in accordance with the norms of civil law.

Let us study the specifics of these mechanisms, taking into account the noted peculiarity of the combination of labor and civil law, in more detail.

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Dismissal of the director-sole founder and sole owner

The dismissal of the general director, the sole founder of the LLC, who is also the sole owner of the enterprise, is almost always carried out at the head's own will.

An exception is if the owner of the company, for some reason, decided to empower a separate structure to hire the general director - the supervisory board of an LLC. In this case, of course, it is possible to initiate the dismissal of the head of the company at the request of other persons - members of the relevant supervisory board.

The sole owner of the company can act as a director without concluding an employment contract (while the supervisory board, in turn, is obliged to conclude an employment contract with the director). For the founder, in order to relieve himself of his position, it may be enough to issue an order to dismiss the director of the LLC. After that, it is imperative to inform the Federal Tax Service of this so that the tax authorities enter information into the state register that the company does not have a general director.

At the same time, the owner of the company needs to keep in mind that his company will not be able to enter into legal relations without a director. His personal signature will be illegitimate. Therefore, the company will need a new director, and its owner should think in advance who, in the event of his own dismissal, can be appointed to the appropriate position.

If the authority to hire and dismiss the director is vested in the supervisory board of the LLC, then the dismissal of the head from the relevant position is carried out on the basis of the provisions of Art. 278 of the Labor Code of the Russian Federation and others (for example, due to the admission of negative consequences of decision-making by him - according to Article 81 of the Labor Code of the Russian Federation). Dismissal of a director under article 278 of the Labor Code of the Russian Federation can be carried out without any clarification from the supervisory board. In this case, the order to dismiss the manager is issued by the supervisory board, after which the necessary personnel documents are drawn up.

An important nuance: if the grounds for dismissal are the provisions of Article 81 of the Labor Code of the Russian Federation, then the former director is not entitled to compensation. If the head is dismissed under Article 278 of the Labor Code of the Russian Federation, then, as provided by law and, possibly, by an employment contract, compensation is due.

The Supervisory Board also informs the Federal Tax Service about the change of director, and also appoints a new one so that the company can enter into legal relations.

Dismissal of a non-sole owner founding director

Dismissal of the director in this case is possible:

Above, we noted that dismissal is a procedure that can have different interpretations based on what legislative norms are considered - those that relate to civil law, or those that are reflected in the Labor Code of the Russian Federation.

Thus, the dismissal by the founder of himself from the position of the head of a business company in this case implies the termination of legal relations with the LLC, which are regulated by:

labor law;

norms of civil law.

With regard to labor law, the dismissal of a founder from the position of director of a company at his own request is quite simple. It is enough for him:

write a letter of resignation of your own free will, transfer it to other owners;

initiate an extraordinary meeting of the owners of the LLC, the agenda of which will be the dismissal of the director and the appointment of a new one;

take part in this meeting and, if necessary, give reasons for your dismissal.

At the same time, the application must be transferred to other owners of the LLC no later than 30 days before the appointed date of the extraordinary meeting.

Actually, the documents that are supposed to be adopted at the meeting will be published in the jurisdiction of just the same civil law. We are talking about the same order to dismiss the director, and also, if the meeting is ready for this, the order to appoint a new leader (with whom an employment contract will subsequently be concluded).

But the most remarkable thing here is that other business owners may not take the necessary steps to release the director from his powers. From the point of view of civil law, he will continue to hold office and perform his duties.

Given this feature, it will make sense for the director to perform the following additional actions:

prepare documents confirming the sending of a letter of resignation to other owners (for example, it can be a postal document certifying that they have received a registered letter);

send to the Federal Tax Service Form P14001, which will indicate that the director is leaving.

The Federal Tax Service, however, may refuse to change the entries in the state register on the basis of only the P14001 form (since in the general case, the order of the general meeting will be the document reflecting the desire of the owners to dismiss the director). In this case, the manager who resigns at his will has the right to file a complaint against the actions of the tax authorities. If it is not satisfied, file a lawsuit against the Federal Tax Service. There is a good chance that the tax authorities will be obliged to remove from the state register the record that the plaintiff is the director of the firm, by a court order.

Another option is also possible - filing a claim directly against the owners who did not respond to the director's application for dismissal. The court, if there are compelling arguments on the part of the plaintiff, may oblige them to take the necessary actions to dismiss the director from his post and inform the Federal Tax Service.

It is worth noting that the functions of a meeting of owners in terms of registration and dismissal of the director can be performed, as in the scenario when the company has a single owner, a supervisory board.

Dismissal of a director at the initiative of other participants.

In this case, at the general meeting of owners, an order may be issued to dismiss the director from his post, for example, on the basis of the same Articles 81 and 278 of the Labor Code of the Russian Federation, as a result of which the head is dismissed in full accordance with the law.

The initiation of the issuance of an order for the dismissal of the director may, however, be carried out against his wishes. In this case, the document can be issued only if the majority of the owners vote in favor of the decision to issue this order (or if other criteria prescribed in the charter of the organization are met).

It may well be that the director has a major stake in the business, as a result of which the general meeting will not be able to issue an order to dismiss the director. However, in this case, the co-owners of the business have the right to obtain the director's dismissal through the courts.

The chances of a court decision in favor of the plaintiffs in this case will be especially high if the director gives a reason for dismissal precisely under Article 81 of the Labor Code of the Russian Federation, that is, makes mistakes in his work that will lead to losses for the company. In turn, one of the possible factors in the court's decision on the side of the plaintiff when the director is dismissed on the basis of Article 278 of the Labor Code of the Russian Federation is a large compensation to the head, prescribed in the employment contract.

Summary

So, the dismissal of the director who is the founder of the company is possible:

1. At his own request:

if he is the only founder and owner - no problem;

if he is not the only owner of the business - if the general meeting of owners or the supervisory board does not create obstacles for the execution of the dismissal procedure (at the same time, these obstacles can be overcome in court).

2. At the request of third parties:

if the director is the sole owner of the business, then in accordance with the order of the supervisory board (if established);

if the director is not the only owner of the business, then in accordance with the order of the meeting of owners or the supervisory board.

If a director is dismissed at the request of third parties, then in cases provided for by law, in particular, if he is dismissed on the basis of Article 278 of the Labor Code of the Russian Federation, then he is entitled to compensation.

The director can resign from the organization of his own free will or in connection with the expiration of his employment contract. And directors can also be fired. One of the reasons for this is the decision of the founder (members of the company) to terminate the employment contract with the director (clause 2 of article 278 of the Labor Code of the Russian Federation).

On this basis, both a fixed-term and an open-ended employment contract can be terminated. At the same time, the participants of the society are not obliged to give reasons why such a decision was made (clause 9 of the Resolution of the Plenum of the Armed Forces of the Russian Federation of 06/02/2015 N 21).

However, in some cases, it is impossible to dismiss a director in accordance with the general rules of the Labor Code of the Russian Federation, which also apply to persons holding managerial positions. For example, if the director is a pregnant woman (Article 261 of the Labor Code of the Russian Federation, paragraph 26 of the Resolution of the Plenum of the RF Armed Forces of January 28, 2014 N 1), or if the director is on sick leave or on vacation (Article 81 of the Labor Code of the Russian Federation, paragraph 50 Resolution of the Plenum of the RF Armed Forces of March 17, 2004 N 2). In both cases, termination of the employment contract is only possible upon liquidation of the company.

Staffing dismissal

After the decision is made to terminate the employment contract with the director, an order is drawn up: either according to the approved form No. T-8, or according to the form developed by the organization (Article 84.1 of the Labor Code of the Russian Federation). Then it turns out that both in the line "The head of the organization" and in the line "With the order (order) the employee is familiar" will be signed by the same person.

The date of dismissal, as a rule, is indicated in the decision of the founder (members of the company). Otherwise, the date of the decision is considered to be the date of dismissal.

An entry on the termination of the employment contract will need to be entered in the director's work book (Article 66 of the Labor Code of the Russian Federation, clause 4 of the Rules for maintaining and storing work books, approved by Government Decree No. 225 of 04.16.2003, hereinafter referred to as the Rules). The reason for dismissal must be indicated as it is formulated in Art. 278 of the Labor Code of the Russian Federation, and as a document - the grounds for dismissal, an order to terminate the contract is indicated.

At the same time, some experts believe that in the event of the director's dismissal, by the decision of the founder (members of the company), make up. And in the work book, when making a note about the dismissal, in the last column it is necessary to indicate not the order, but the very decision of the sole founder or the minutes of the general meeting of the company's participants (Letter of Rostrud dated 11.03.2009 N 1143-TZ).

Also, a record of dismissal will need to be made to the director's personal card, in which he will have to sign (clause 12, 41 of the Rules).

Payments to the director upon dismissal

Like all employees, on the day of dismissal, the director must be paid wages for hours worked and compensation for unused vacation (Articles 84.1, 140 of the Labor Code of the Russian Federation). In addition, if an employment contract with a director is terminated in the absence of any wrongful acts committed by him, then he is also entitled to compensation, the payment of which is mandatory (Article 279 of the Labor Code of the Russian Federation, clause 9 of the Resolution of the Plenum of the RF Armed Forces of 02.06.2015 N 21). Its size is usually set in an employment contract with the director, but it cannot be less than three times his average monthly salary.

Informing the Federal Tax Service Inspectorate about the director's dismissal

Dismissal of one director from the company presupposes the conclusion of an employment contract with another director. And information about the director as a person who has the right to act on behalf of the organization without a power of attorney is contained in the Unified State Register of Legal Entities. Accordingly, no later than 3 working days from the moment of entrusting the new director (