How to change the director of an LLC, procedure + document templates (minutes, dismissal order, hiring order)

The dismissal of the director of the company is a rather complicated procedure for changing the head of a legal entity.

The director of an economic company is not only an employee, but also performs the role of the executive body of the company, which determines his specific status and gives him wide powers.

That is why the procedure for dismissing a director involves several stages, such as holding a general meeting and approving the director's dismissal, preparing relevant documents and submitting them to the registrar, as well as to control bodies, the bank, notifying counterparties and appointing a new director.

The director is appointed and recalled by the decision of the general meeting or other authorized body, in particular, the owner of a private enterprise or the supervisory board.

In addition, the director, as an employee, is fully covered by the labor legislation, which regulates the termination of employment relations

From the specifics of this position, it follows that the termination of relations with the director requires the simultaneous presence of two conditions:

Corporate . Adoption of the appropriate decision by the general meeting in accordance with the requirements of the Central Committee of the Central Committee of the Republic of Moldova, the Central Committee of the Central Committee of the Central Committee of the Republic of Moldova, laws regulating the activities of legal entities, and constituent documents.

The decision of the general meeting of the company's participants is drawn up in a protocol and it must contain:

• • consent to the termination of the employment contract with the director on the grounds specified by the Labor Code, within the stipulated period;
  • information about the election of a new person to this position or the appointment of a temporary acting director.

Trudova . Availability of legal grounds for termination of employment. The list of such grounds is fixed in the Labor Code (Articles 36, 38, 39-41, 45).

In addition, Art. 36 of the Labor Code provides for the possibility of dismissal on the grounds provided for by other normative legal acts.

It is very important to understand that both of these conditions must be met in order to fire a director. By itself, the decision to dismiss the director, adopted by the general meeting, does not lead to the automatic termination of the employment relationship and does not affect the employment relationship. This decision can only be a prerequisite for terminating the employment contract.

Algorithm of the director's actions in case of a change of director

If you want to change the head of the company, you should follow a clear order and procedure. The algorithm for dismissing the company director is as follows:

• writing and submitting an application for dismissal by the manager;
• convening of general meetings of company members;
• reviewing and signing the protocol of the general meeting of participants;
• issuance of a dismissal order;
• appointment of a new head of the enterprise;
• making changes to the EDR.

The director of the company has the right to be dismissed from his place of work, using the general grounds of labor legislation, if his contract does not specify a different order and terms of dismissal, which in turn must comply with the Labor Code.

According to Art. 38 of the Labor Code , an employee has the right to terminate an employment contract concluded for an indefinite period by notifying the employer in writing two weeks in advance.

General meeting of members of the company and signing of the protocol

The director is the executive body of the company, and the first step in the dismissal procedure is to convene a general meeting of participants to consider this issue.

The articles of association may specify another body authorized to convene general meetings of participants ( Part 1 of Article 32 of the Law on LLCs ).

The executive body of the company convenes a general meeting of participants by sending a notification to each participant of the company ( Part 2 of Article 32 of the Law on LLCs ).

The executive body of the company is obliged to notify the members of the company no less than 30 days before the scheduled date of the general meeting of members, unless another term is established by the company's charter ( Part 3 of Article 32 of the Law on LLCs ).

Notice of such fees shall be sent by mail (or by other means provided for by the Articles of Association) with a description of the attachment.

The date, time, venue, and agenda are indicated in the notification of the general meeting of participants ( Part 5 of Article 32 of the Law on LLCs ).

A protocol is kept at the general meeting of participants, which records the progress of the general meeting of participants and the decisions made. The protocol is signed by the chairman of the general meeting of participants or another person authorized by the meeting from among the company's participants or their representatives, unless otherwise provided by the company's charter.

The protocol, which contains information about the decision to change the head of the company, in the event that the votes of no more than 10 people are enough to make such a decision, is signed by the participants (their representatives) who voted for such a decision and whose number of votes is sufficient for making the decision, unless otherwise provided for by the company's charter. Each member of the company who took part in the general meeting of members can sign the minutes ( Part 4 of Article 33 of the Law on LLCs).

The minutes of the general meeting of the participants, which record the decision to dismiss the director and appoint a new one, are the basis for issuing an order to dismiss the director , issuing him a work book and conducting a final settlement with him.

Issuance of an order on dismissal and appointment of a new manager

After the general meeting of participants, at which the decision to dismiss the manager was made and approved, the director, as an executive body, proceeds to issue the dismissal order.

The director issues an order (order), where he informs that he considers himself dismissed from such and such a date based on his application for dismissal at his own will and decision. Adopted by the general meeting of participants.

In parallel with this management of the company, actions are taken to select, approve and prepare the appointment of a new manager to the position of director or acting as director from among the employees.

Dismissal and appointment of a new director cannot happen on the same day. The dismissal of the director takes place on one day, and the appointment - on the next day, because a legal entity cannot exist without an appointed manager.

After selecting a candidate for the position, an order is issued to appoint him to the position of director from a certain date, following the date of dismissal of the previous manager.

Amendments to the EDR

Due to the fact that the director of the company, the director is endowed with many powers, that is why his dismissal is not limited to drawing up the minutes of the general meeting, drawing up the order and issuing the work book.

After all, according to the law and the company's charter, it is entrusted with the performance of many functions, such as:

• representation of interests and the right to sign tax, statistical and other reports;
• signature and approval of payment and other financial documents;
• carrying out on behalf of the company any other actions that do not contradict the legislation, etc.).

That is why changes must be made to the EDR, in accordance with the Law of Ukraine "On State Registration of Legal Entities, Individuals — Entrepreneurs, and Public Organizations" No. 755-IV as of September 26, 2022 (hereinafter referred to as the Law on State Registration).

In accordance with Part 4 of Art. 17 of the Law on State Registration , for state registration of changes to information about a legal entity contained in the Unified State Register, including changes to the constituent documents of a legal entity, the following documents are submitted:

1) application for state registration of changes to information about a legal entity;

2) a copy of the original (notarized copy) of the decision of the authorized management body of the legal entity on changes made to the Unified State Register;

3) a document on the payment of an administrative fee.

The specified documents can be submitted to the National Center for Social Security (it is necessary to check the possibility of providing this service by a specific center) or contact a private notary.

Other actions upon notification of the controlling authorities

Information about a change in the head of a legal entity is sent by the registrar (notary public) via electronic means to the state tax inspectorate, the pension fund and statistical authorities. Therefore, it is not necessary to inform additionally that the company's director has changed.

However, if at your enterprise the manager is responsible for accounting and tax accounting, that is, he is the manager and accountant in one person (as is the case in most enterprises), then in the event of a change of manager, it is necessary to notify the controlling authorities.

According to Art. 66 of the Tax Code of Ukraine, taxpayers - legal entities are obliged to submit to the controlling authorities information about the persons responsible for keeping accounting and/or tax records.

A change in the head of a legal entity should be reported within 10 days from the date of changes in the taxpayer's accounting data, by submitting an application using form No. 1-OPP.

In addition, in accordance with the Decree of the Cabinet of Ministers of Ukraine dated June 17, 2015 No. 413, in case of hiring an employee, the territorial body of the State Fiscal Service at the place of registration of the enterprise must be notified. This provision applies to any new employee of the enterprise, and the essence of the notification is not information about the dismissal of the previous director, but rather the hiring of a new employee.

After carrying out all the registration actions for changing the director of a legal entity, all that remains is to obtain a certificate of statistics, submit a card with sample signatures of the new manager to the bank branch, and obtain new electronic keys. The authenticity of the signature of the head of the legal entity on the card is notarized. In order to issue the specified card, the notary must provide an extract from the UDR, the protocol of the LLC on the change of the director and the order on the appointment of the director.

After carrying out all of the above, the procedure for changing the director can be considered completed.

On our website you can download:

• application template + dismissal order by agreement of the parties ;
• application template + hiring order ;
• template of the protocol on the change of the director of the LLC .

Or use the extended functionality of the system in terms of keeping a register of counterparties, generate a protocol, a statement filled with data, and also sign with a qualified electronic digital signature.