Change of director in an LLC: step-by-step instructions for 2024

Contents:

• Innovations in legislation
• How to change the director in an LLC?
• Step 1. Preparation of documents
• Step 2. Dismissal of the previous CEO
• Step 3. Hiring a new CEO
• Step 4. Filling out and notarizing application P13014
• Step 5. Submitting application P13014 to the Federal Tax Service
• Step 6. Receiving a document on changes to the Unified State Register of Legal Entities
• Step 7. Sending a notification to the bank
• Step 8. Notifying all counterparties and creditors of changes
• Changing the CEO of an LLC: registration deadlines with the tax authorities

The general director is the person responsible for managing the company. He/she represents the interests of the company in various relationships with government agencies, partners or third parties. Information about the general director is recorded in the Unified State Register of Legal Entities, and when concluding transactions, counterparties check his/her powers. Therefore, changing the general director of an LLC is a procedure that requires careful and thorough fulfillment of all formalities. In this article, we will consider in detail the registration of a change of director of an LLC, as well as a number of other issues related to this procedure.

Innovations in legislation

A new procedure for registering a change of director of an LLC came into force in Russia on September 1, 2024. Now the appointment and change of the general director of any company must be verified and certified by a notary. He is also present at the general meeting of founders as a guarantor of the correctness of all procedures. However, the main conditions have remained unchanged.

When changing the director, it is still important to:

• Avoid “dual power”. A situation is unacceptable when the previous director has not yet been dismissed, but an employment contract has already been concluded with the new one.
• Avoid “anarchy”. A situation is unacceptable when the director is dismissed, and no one has been appointed to his position.

How to change the director in an LLC?

Below we will consider the standard procedure for registering a change of the director of an LLC.

Step 1. Preparation of documents

This concerns, first of all, the decision of the sole participant or the minutes of the general meeting of participants on the change of the director.

The agenda should be as follows:

• Termination of the powers of the previous director and termination of the employment contract with him/her
• Election of a new director and conclusion of an employment contract

Previously, to change the general director of an LLC, it was enough to draw up a decision / minutes of the meeting of participants and submit it to the tax office. This created loopholes for intruders – by forging the minutes, they “appointed” their people to the position of CEO and gained access to the company’s accounts.

According to the new law, the decision to change the CEO must be certified by a notary. Before putting his/her signature, the notary conducts a thorough check:

• Whether the participants with the right to vote came to the meeting
• Whether there is a quorum
• The correctness of the vote count
• Violation of the interests of the participants
• Competence of the company’s management body
• Powers of the organizer and participants of the meeting

Documents are drawn up differently in the case of a decision made by one founder or a group of founders.

So, if there is only one owner of the company, then it must prepare and sign the decision on the appointment. It should reflect:

• Its personal data
• Percentage of ownership in the authorized capital
• Company data – address, TIN and OGRN
• Data of the previous director
• Date of dismissal of the previous director and appointment of the new director
• Describe the circumstances of the dismissal of the previous director

If the LLC has several founders, the issue of dismissal of the general director and appointment of a new one is decided at the general meeting. It is important to notify the date of its holding in advance. This is done no later than a month before the event, unless the company’s charter contains other deadlines. By default, unless the charter specifies another form of notification, meeting participants must be sent registered letters.

Two issues must be decided at the meeting: dismissal of the previous director and appointment of a new director.

A decision will be made separately on these issues. A positive decision will be made if the meeting participants cast 50% of the votes “for”.

The minutes of the meeting of participants reflect the following information:

• Agenda of the meeting – at least two items, which we mentioned earlier
• Information about the chairman, secretary and the person responsible for counting votes
• Voting results for each item
• Information about the founders who do not agree with the general decision, information about them (at their request)
• Information about the person responsible for filing an application on form P13014 and concluding an employment contract with the new general director
• Signatures with transcripts

Step 2. Dismissal of the previous CEO

To dismiss the previous CEO, it is necessary to draw up an order to terminate the employment contract with him/her. Powers of attorney issued by the previous director will not lose legal force automatically.

For proper documentation, it is necessary to do the following:

• Prepare and register an order to terminate the employment contract in form No. T-8
• Enter the dismissal data in the work record book and personal card in form No. T-2
• Calculate wages on the last working day, which should include wages, compensation for unused vacation days, as well as other payments, depending on the article of dismissal

It is important to know that from the moment the decision is made to terminate work, the powers of the CEO will lose force. He will not be able to enter into contracts and make various decisions on behalf of the LLC.

Before the dismissal, the CEO must sign an act on the transfer of affairs. It indicates a list of company documents and material assets for which he is responsible.

Step 3. Hiring a new CEO

Before the procedure for hiring a new CEO, it is important to clarify the data on his/her presence in the register of disqualified persons of the Federal Tax Service. Such entities are not allowed to hold management positions. For hiring such a director, a fine of 100 thousand rubles is imposed.

In other cases, hiring occurs in the following order:

• Preparing an order of appointment, which indicates the same date as in the order of dismissal of the previous CEO
• Concluding an employment contract
• Making an entry in the work record book
• Signing the employment contract by the founder or chairman of the meeting

Next, the new CEO is given the originals of the decision to change the director, a copy of the employment contract and order, the company charter, the TIN and OGRN certificate, as well as documents on changes in the LLC.

Step 4. Filling out and notarizing application P13014

Application P13014 is a form designed to make changes to the Unified State Register of Legal Entities. When changing the general director of an LLC, it must be filled out and certified by a notary.

Required data for filling out P13014:

• Information about the previous director (full name, passport details, TIN)
• Information about the new director (full name, passport details, TIN)
• A document confirming the right to make changes to the Unified State Register of Legal Entities (minutes of the meeting of participants, decision of the sole participant)

Step 5. Submitting application P13014 to the Federal Tax Service

After certifying the decision / minutes of the meeting of participants and the application form for changing the director, the notary sends the necessary information to the tax authority.

Step 6. Receiving a document on changes to the Unified State Register of Legal Entities

After making changes to the Unified State Register of Legal Entities, the tax inspectorate issues a sheet of the Unified State Register of Legal Entities with updated data.

What to pay attention to when changing the general director:

• The dismissal dates of the previous general director. In accordance with the Labor Code of the Russian Federation, the notice period for termination of an employment contract with the CEO must be at least two months.
• Powers of attorney. If the previous CEO issued powers of attorney to third parties, they remain in force until they are revoked.
• Documents confirming authority. Notarization of documents on the change of the CEO is necessary to ensure the legality of the new manager’s actions.
• Refusal to register. The tax inspectorate may refuse to register changes in the Unified State Register of Legal Entities if the documents are filled out with errors or do not comply with legal requirements.

Step 7. Sending a notification to the bank

It is important to transfer information about the change of the CEO to the bank where the bank accounts are opened. If this is not done, the new CEO will not be able to resolve financial issues on behalf of the company. It is best to check with the bank for a list of documents to confirm the change of the CEO. But, as a rule, the following is needed:

• Decision on changing the CEO or minutes of the meeting of participants
• Order on the appointment of the CEO
• Extract from the Unified State Register of Legal Entities
• Completed card with signature samples and seal imprint

Step 8. Notifying all counterparties and creditors of changes

Such an important change as a change of the CEO necessarily entails a change of details. The LLC must notify all counterparties and creditors of this. To speed up the process, you can use a centralized mailing list indicating the new data. There is no need to renew contracts with counterparties.

Changing the CEO of an LLC: registration deadlines with the tax authorities

The tax authority must enter new data into the Unified State Register of Legal Entities within seven business days. Then the Federal Tax Service sends a notification about the entry of new data. It is important to check the accuracy of the completed information regarding the personal data of the CEO and the LLC. To do this, you can download a special extract.

The new CEO can begin to perform his/her immediate duties from the date of election to the position. However, it is important to take into account that if there is no information about the director in the Unified State Register of Legal Entities, counterparties may refuse to enter into contracts with the new director.

Conclusion

Changing the CEO in an LLC is a responsible procedure that requires compliance with all formalities and deadlines. Following our step-by-step instructions, you can avoid mistakes and complications associated with “dual power” or “anarchy”. Do not forget to promptly notify the tax office and the bank about the change of the CEO to ensure the smooth operation of your business.

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