Change of CEO after the sale of LLC. We are figuring out how to properly issue an exit from the company

Oct, 10 2022

Contents:

The general director is a business manager who is responsible for the material, economic and production activities of any enterprise. The director, like any person in the company, is endowed with certain official functions, which include:

  • Control over the financial activities of the company.
  • Organization of work of all departments and employees.
  • Control over the activities of branches and divisions.
  • Fulfillment of obligations to creditors.
  • Control over accounting and tax accounting.
  • Approval of the staffing table.
  • Representation of the company’s interests in court.
  • Control over the decision of the Board of Directors at the general meeting.

However, there are situations when the CEO can no longer exercise his powers. One of these reasons is the sale of a limited liability company to another person or a management company. In this article, we will analyze in detail the order and nuances of the management change in the LLC.

The procedure for changing the CEO in 2022

The legal grounds for changing the management of the enterprise in the event of its sale are contained in Article 75 of the Labor Code of the Russian Federation. However, if the director temporarily continues to perform his duties under the new management, then in the future, when he leaves, it is necessary to act in accordance with Article 278 of the Labor Code of the Russian Federation. In general, the procedure for changing the CEO of an LLC is as follows:

Step № 1. Identify a new candidate for the position of CEO.

After selecting a candidate from several possible participants, this person must be checked in the register of disqualified persons. If there is a candidate in the specified list, the Federal Tax Service will refuse to make changes to the Unified State Register of Legal Entities.

Stage № 2. The release of an official decision on the change of manager.

As a rule, the procedure for changing the CEO in the event of the sale of an LLC is prescribed in the articles of association of each individual company. Most often, the algorithm of actions involves the initiation of a general meeting of owners, where two issues are put on the agenda: the removal from office of the current head and the selection of an authorized person responsible for signing an employment agreement with the new manager.

The minutes of the general meeting must meet a number of requirements:

  • It must be certified by a notary or by the holder of the register of shareholders in the case of PAO.
  • The protocol may not be certified by a notary if a different procedure is contained in the company’s charter, for example, the certification of signatures of LLC participants.

Stage № 3. Filling out a special form P13014 to replace the CEO.

Amendments to the Unified State Register of Legal Entities regarding the approval of a new General Director are made on the basis of an application submitted to the Federal Tax Service.

Several pages are required to be filled in. Among them:

  • The title page, where it is necessary to register the basic information about the LLC.
  • Sheet I, page 1, where the personal data of the outgoing CEO is registered.
  • Sheet I, page 2, where personal information about the new director is indicated.
  • Sheet P, pages 1-3, where it is necessary to specify the data of the applicant – an authorized person.

It is important to keep in mind that the powers of the former manager are terminated from the moment the relevant decision was made at the general meeting of owners. Thus, the former manager cannot sign and send the application. This function falls on the new CEO, who will take office after completing all bureaucratic procedures. Such explanations were given by the Supreme Court of the Russian Federation after numerous situations with the filing of documents by the former director and mass refusals to consider such an application.

It is also worth noting that the signature of the new CEO on the last page of the application must be certified by a notary.

If it is planned to choose a new name for the LLC with the change of the General Director, then the corresponding application is submitted simultaneously.

Stage № 4. Submission of an application to a state body.

After the registration of the minutes of the general meeting of owners, the newly elected CEO must submit an application for a change of data in the Unified State Register of Legal Entities within 7 working days.

It is important to take into account that the form P13014 is sent to the territorial tax authority at the company registration address. It is necessary to send a notification to the Federal Tax Service about the changes that have occurred within 3 working days from the date of the decision by the company’s participants.

The procedure for making changes to the Unified State Register of Legal Entities is free of charge and does not involve payment of a state fee.

You can contact the registration authority in one of several ways:

  • Through the MFC.
  • Through the portal of Public services.
  • Through the online service of the Federal Tax Service.
  • Apply personally to the registration authority.

It is important to keep in mind that in the case of electronic filing of documents, the files must be certified with an electronic digital signature (EDS).

Stage № 5. Obtaining an extract of the Unified State Register of Legal Entities with updated data.

As a rule, the deadline for making changes to the register of legal entities is up to 5 working days.

Stage № 6. Notification of interested parties about the change of the General Director after the sale of the LLC.

Making changes to the Unified State Register of Legal Entities entails the obligation to inform about this decision.

So, the relevant documents must be sent to the banking organization servicing the company’s current account. The list of official papers includes: the minutes of the general meeting, an extract from the Unified State Register of Legal Entities and a copy of the passport of the new head.

We also advise you to send appropriate notifications to the main contractors of the company, with whom you are working on an ongoing basis.

Stage №7. Formalizing the relationship with the new CEO.

In some cases, the appointment of a new manager requires the conclusion of an employment contract with him.

Responsibility for violation of the procedure for changing the CEO after the sale of LLC

For late submission of documents to the registration authority for making changes to the Unified State Register of Legal Entities, the violator may face a fine in the amount of 5 to 10 thousand rubles.

Author of the article
Change of CEO after the sale of LLC. We are figuring out how to properly issue an exit from the company
Valentina Khlavich
Managing Partner
0 0 votes
Рейтинг статьи
0 комментариев
Inline Feedbacks
View all comments
Send Request
By clicking on the button "Submit", you give your consent to the processing of your personal data and agree to the privacy policy.