Extension of powers of the General Director. How to formalize the extension of the director’s powers? Extension of powers of the director; employment contract

Extension of powers of the director. In what cases and on what grounds can an employee be dismissed? Read about it in our article.

Question: The issues that have arisen are related to the end of the powers of the general director (according to the charter of the LLC, the period is 3 years): An employment contract was concluded (without the word fixed-term) for 3 years from 04/01/2015 to 03/31/2018.1. Is it possible to extend the powers of the general? director by concluding an additional agreement on the basis of the Founders' Protocol, or only through hiring - dismissal?2. What is the date for the Founders' Protocol (03/31/2018 and 04/01/2018 - weekends)?2. The end of the term of office is 03/31/2018 and the beginning of the new term is 04/01/2018 - these are weekends (Saturday and Sunday). What dates should the authority be extended, or what dates should one dismiss and hire on weekends, pay the salary, make an entry in the work book, an order for hiring, etc.?3. In case it should be formalized through dismissal - acceptance: a) Is it necessary to sign the “Acceptance and Transfer of Documents Certificate” at the end of the powers and the onset of new ones, if the general. Is the director the same? b) Is it necessary to re-create the accounting policy, all orders for the organization, regulations, instructions (including official ones) and much more? And perhaps I missed something else.

Answer: 1. It is more correct and safe to formalize the extension of the director’s powers through dismissal and hiring. Dismissal is formalized in accordance with the general procedure. The company's participants must decide to extend the director's powers, formalizing it in the usual minutes.

In order to formalize the work book, the protocol should indicate that the director’s powers under the previous employment contract have ceased. Then in the work book you can refer to this protocol as the basis for dismissal. The minutes should also indicate that the participants elect the same director for a new term. Then the same protocol will be the basis for hiring. Here is an approximate wording for the protocol: “Due to the expiration of the term of office of director Ivanov I.I. According to employment contract No. __ dated _.__.__, we decide to elect Ivanov I.I. director for a new term - 3 years."

In addition, you need to re-issue the order to take office.

There is no need to make changes to the Unified State Register of Legal Entities by submitting an application in form No. P14001 - information about this director is already contained in the Unified State Register of Legal Entities. To be on the safe side, you can send to the tax office a copy of the protocol on the extension of his powers and a copy of the new employment contract, certified by the director’s signature and the company’s seal.

2. Current legislation does not prohibit terminating and concluding employment contracts on weekends. It should also be borne in mind that the CEO has a special status. To terminate the employment relationship with the general director, as well as to conclude a new fixed-term employment contract with him, an appropriate decision must be made by the owner of the organization.

Consequently, if the powers of the general director expire on a weekend and, based on the decision of the owner of the organization, he is elected for a new term on a weekend, then it is necessary to formalize the termination of a fixed-term employment contract and the conclusion of a new fixed-term employment contract on weekends in accordance with the decision of the owner of the organization’s property. Those. in this situation, the date of dismissal and the date of hiring under a new fixed-term employment contract will be weekends (March 31 and August 1, respectively). In this case, it is possible to formalize the dismissal (issue a dismissal order and make the final payment) not on the day of dismissal, but on the last day of actual work (the working day before the start of the weekend) of the employee. This conclusion follows from the totality of the provisions of Art. 106, parts 3, 4 of Article 84.1 of the Labor Code of the Russian Federation.

The minutes of the meeting can be drawn up on March 29 or 30, indicating in it the time at which the director’s powers cease and the date on which new powers begin.

3. There is no need to sign a transfer and acceptance certificate when extending the director’s powers, even through hiring and dismissal.

There is also no need to re-create new accounting policies, new organizational orders and other documents. This also does not need to be done when changing the head, since the head, when signing local regulations, acts on behalf of the legal entity that he represents as an executive body.

Term of office of the head of the company: competition between labor and corporate standards

After the expiration of a fixed-term employment contract with the manager, it is better to conclude a new one

Often in practice there are cases when the charter of a business company establishes the term of office of the general director for one year or two years. After this period, the competent management body makes a decision on the re-election of the head of the company for a new term or on the extension of his powers.

The decision on prolongation is not provided for in the current laws on business companies as a separate competence of one or another management body. In practice, the decision “to extend the powers of the general director”, by its legal nature, refers to the election of an individual as an executive body 6 .

The question arises: in the event of re-election (extension of the manager’s term of office), is it necessary to re-sign a new employment contract each time, or can it simply be extended by signing an additional agreement with the general director?

There are two opposing positions on this matter.

First position: it cannot be extended. Extension of the term of an employment contract is provided for by law only in certain cases (in relation to pregnant women (), athletes (), when an employee of a higher educational institution is elected through a competition to fill the position of a scientific and pedagogical worker previously occupied by him under a fixed-term employment contract ()). In other cases, the Labor Code of the Russian Federation does not provide for the possibility of extending a fixed-term employment contract.

For these reasons, after the expiration of the established period, the employment contract with the general director must be terminated (according to the rules of the Labor Code of the Russian Federation) and a new one must be concluded (if the previous general director is reappointed to this position). In essence, the CEO is fired and then reappointed to the position.

Thus, when leaving at his own request, in the notice of dismissal, the employee indicates the date of termination of the employment relationship, and not the period of service. The latter is calculated on the basis of notification by contradiction and, as such, labor legislation, with the exception of a minimum notice period, is not established. Moreover, within the specified period, the employee may not perform his job function, for example, by taking leave without pay or falling ill. Moreover, in the case when the day of dismissal falls on a weekend, the employee does not have an obligation to report to work on the working day following the weekend for dismissal, since the minimum period of work established by law has already expired, and the employer has no reason to force him to return to work for another day. On one day. This follows from the Labor Code of the Russian Federation. The courts also point to this, see, for example, the ruling of the Moscow City Court dated September 30, 2014 No. 33-25487/2014.

Taking into account the stated grounds for applying to dismissal falling on a day off, the provisions of Part 4 of Article 14 of the Labor Code of the Russian Federation on postponing the dismissal date to the next day after the day off are absent. In this case, the employee’s last day of work for this employer will be a day off, and the last working day will be the working day before the weekend.

Since the employee is not required to come to work on a day off, and the employer’s obligation to issue him a work book and other documents and make the final payment remains, give the employee the necessary documents and amounts on the last working day before the day of dismissal, by analogy with the situation when an employee takes a vacation with subsequent dismissal. At the same time, formally, upon dismissal of one’s own free will, the right to withdraw the application for dismissal from the employee in the situation under consideration remains even after the issuance of the work book - immediately until the date of dismissal.

An example of dismissing an employee on his non-working day

Manager A.S. Kondratyev works a five-day work week with days off on Saturday and Sunday; on April 25, 2017, he submitted a request to be dismissed on May 9, 2017 (Tuesday is a non-working holiday). The organization issued Kondratyev a work book and made the final payment on Friday, May 5, 2017. The day of Kondratyev’s dismissal is indicated in the work book, dismissal order and other personnel documents as May 9, 2017, in accordance with the employee’s application and desire.

Vladislav Volkov answers:

Deputy Head of the Department of Taxation of Personal Income and Administration of Insurance Contributions of the Federal Tax Service of Russia

“Inspectors will compare the income of individuals in 6-NDFL with the amount of payments calculated for insurance premiums. Inspectors will begin to apply this control ratio starting with reporting for the first quarter. All control ratios for checking 6-NDFL are given in. For instructions and samples of filling out 6-NDFL for the first quarter, see the recommendations.”

Extension of powers of the director of an LLC - the sole founder - sampleYou can download the document according to which this procedure is carried out on our website - it is implemented taking into account the norms of both civil and labor law. Let's study this feature in more detail.

Why do you need a decision to extend the powers of the LLC director?

The decision as a document regulating the activities of an LLC is always drawn up by its sole owner. Based on the founder’s decision, an order is then issued to extend the powers of the manager. If there are at least 2 owners of the company, then the document performing a similar legal function will be called a protocol (adopted by the meeting of owners).

The purposes of decision-making, like protocols in an LLC, can be very diverse. By issuing decisions, the sole founder, in particular, appoints and also extends the powers of the head of his organization.

The maximum term of office of the general director of an LLC according to the Charter is 5 years. This means that upon its expiration or as this period approaches, the corresponding powers will need to be extended.

In this case, it does not matter for how long the employment contract with the general director is concluded (or even whether it is concluded at all, if the founder appoints himself as general director). However, if a manager who has a valid employment contract does not have the powers established by the owner’s decision, then he will not be able to carry out his labor duties in practice: his signatures will be invalid.

In turn, without a valid employment contract, the hired director may well fulfill his powers (and, moreover, is obliged to do so), despite the fact that the company in this case may have serious difficulties when checked by the Labor Inspectorate.

Decision on extension of powers: structure of the document

Thus, the powers of the head of the company, by decision of the founder, are paramount in comparison with labor duties. Further in the article we will look at the specifics of prolonging an employment contract when increasing the term of office. But for now let’s study in detail how the decision in question can be drawn up.

The decision under consideration may reflect:

1. Information about the document number, the date of its adoption.

2. Name of the document (“Decision of the sole participant”).

3. Wording that the sole participant decides to extend the powers of the director of the LLC.

In this case it is indicated:

Full name, citizenship of the sole founder;
series and number of his passport;
residential address;
the fact that the founder owns 100% of the authorized capital of the LLC (OGRN, TIN, address of the organization are also indicated);
Full name, citizenship, passport details, address of the director whose powers are being extended (in this case, the sole founder);
the number of years during which the director has the right to exercise powers.

The document is certified by the signature of the founder and the seal of the company, if used.

You can download a sample of the founder’s decision to extend his own powers as CEO on our website using the link below.

After making a decision to extend the powers of the head, there is no need to notify the Federal Tax Service about this: in this case, it is not necessary to adjust the entries in the Unified State Register of Legal Entities, as when appointing a new head of the company.

Extension of the director’s term of office: nuances

When prolonging the director’s labor powers simultaneously with those established by the founder’s decision, it must be borne in mind that:

1. A fixed-term employment contract with the head of the company (as a rule, it is concluded in an LLC) is terminated upon expiration of its validity period (Article 79 of the Labor Code of the Russian Federation). Therefore, after its expiration, a new one should be issued.

2. If the founder does not re-conclude a fixed-term employment contract with the hired director, who was reappointed by the founder’s decision, while the director continues his work, then the employment contract will be transformed into an open-ended one (Article 58 of the Labor Code of the Russian Federation).

In this case, cancellation of the employment contract, if the owner is not satisfied with the subsequent results of the director’s work, will be possible (in the absence of other legal grounds for dismissal) only if compensation is paid to the dismissed director (Articles 278 and 279 of the Labor Code of the Russian Federation).

3. It is possible that the director, who was reappointed to the position by the decision of the founder, does not want to re-enter the employment contract with the LLC (due to the fact that he wants to leave the company).

You can find out exactly how a director can resign without the consent of the owners of the company in the article “How can a director resign without the consent of the founders?” .

4. If the founder appoints himself as a director, drawing up an employment contract is not necessary. But at the request of the business owner, it can be concluded.

Results

The founder’s decision to extend the powers of the director of the LLC is made upon the expiration of his terms of office (or at the time of expiration of these terms). After this decision is made, the employment contract (usually a fixed-term one) is re-signed with the head of the company, if necessary: if the founder appoints himself as a director, then he has the right not to enter into an agreement.

You can learn more about the implementation of the powers of the founder of an LLC within the framework of internal corporate legal relations in the articles:

“Sample resolution of the founders on the appointment of a director” ;
“The procedure for paying dividends to founders of an LLC in 2018” .

Question to the auditor

The General Meeting of Participants extended the powers of the General Director for another term.
Should I fire him and rehire him?
Do I need to notify regulatory authorities?

If the manager's term of office has been extended, there is no need to dismiss him. There is also no need to report the extension of powers to regulatory authorities.

The rationale is as follows.

The head of the organization (general director) is elected by the general meeting of participants for a period specified in the charter. In a company consisting of one participant, the appointment of a general director is formalized by the decision of this participant. Such rules are established by Art. 39, 40 of the Federal Law of 02/08/1998 No. 14-FZ (hereinafter referred to as Law No. 14-FZ).

The term of office of the general director is extended by a decision of the general meeting of participants (decision of the sole founder). Like other employees, the general director is an employee of the organization and an employment contract is concluded with him. The exception is the only participant who has become a leader. For more information about whether it is necessary to conclude an employment contract with a manager who is the only participant in the company, see the HR Director's Handbook.

At the same time, an employment contract with the general director can be either fixed-term or indefinite. If an open-ended employment contract has been concluded with the manager, you simply need to extend his powers for the next term by formalizing the decision of the general meeting of participants (the only participant). There is no need to terminate the employment contract and rehire the same general director.

There is no need to dismiss the director even if the participants did not renew his powers in a timely manner. As long as there is no decision of the participants to terminate the powers of the director (even if their term has expired), the director must continue to perform his functions. This approach is also shared by arbitration courts (see, for example, the ruling of the Supreme Arbitration Court of the Russian Federation dated October 17, 2012 No. VAS-13633/12, the ruling of the Arbitration Court of the East Siberian District dated February 13, 2015 No. A74-3032/2014).

If a fixed-term employment contract is concluded with the manager, the term of which expires along with the term of office, the organization can go in two ways.

First option. You can extend the term of office of the general director, without formalizing the dismissal and rehiring, and also without adding anything additional to the employment contract. This is explained as follows. In accordance with Part 4 of Art. 58 of the Labor Code of the Russian Federation, if neither party has demanded termination of a fixed-term employment contract due to the expiration of its validity period, it automatically becomes indefinite.

Please note that the term of the employment contract cannot be extended by concluding an additional agreement. This is due to the fact that a fixed-term employment contract is concluded for a specific period, and the expiration of this period entails natural dismissal on the basis of clause 2, part 1, art. 77 Labor Code of the Russian Federation. The execution of an additional agreement will be regarded as a new fixed-term employment contract and will be considered a violation, because multiple conclusions of fixed-term employment contracts with one employee are not allowed.

Second option. You can formalize the dismissal of the director due to the expiration of the employment contract (Part 1 of Article 79 of the Labor Code of the Russian Federation), and then rehire him. To do this, you will have to make a full payment (pay wages and pay for unpaid vacation) and make the corresponding entries in the work book. However, following this option is not recommended.

Firstly, there is a chance that the regulatory authorities will consider this an evasion from providing the employee with the rights and guarantees that are due to him when concluding an open-ended employment contract (Part 6 of Article 58 of the Labor Code of the Russian Federation). Secondly, the participants may delay making a decision on extending their powers, as a result the manager will work without registration, and this is a direct violation of labor legislation.

Regarding the notification from the tax authority, we inform you as follows. As a general rule, the organization that has replaced the head must make appropriate changes to the Unified State Register of Legal Entities within three working days from the date of adoption of the corresponding decision (subclause “l”, clause 1, clause 5, article 5 of the Federal Law of 08.08.2001 No. 129-FZ ).

In addition, information about the new general director must be provided to the bank. However, these rules apply only to those cases when the organization has changed its general director, i.e. Instead of one worker, another came. If the employee remains the same, there is no need to notify anyone.

Many businessmen lose sight of the fact that the director of an enterprise is an elected position, and sooner or later the powers end. Therefore, it is necessary to either terminate the employment relationship with the person or extend the authority.

Legal status of the director

The term of office is determined by the statutory documents; as a rule, it does not exceed 5 years. While the powers are in effect, the director can exercise general management and carry out all actions related to the implementation of business activities. The manager is subject not only to labor legislation, but also to corporate law. At the same time, such a person is an ordinary employee who has an employment relationship with the enterprise, and on the other hand, he has powers that give him the right to manage the LLC. In addition to the rules of law, the activities of the manager are regulated by local documents:

job description;
charter;
regulations on the director of the LLC;
employment contract.

What contracts can be concluded with the manager?

Two categories of employment contracts can be concluded with the director of an enterprise:

urgent;
without determining the date of termination of the employment relationship.

If we are talking about a fixed-term contract, then the validity of the document in this case cannot exceed 5 years, which is enshrined in the labor legislation of the country.

General rules for renewal of powers

Naturally, if we are talking about a fixed-term employment contract, then you will have to go through the procedure for extending the powers of the director, if after 5 years the company does not want to terminate relations with the director.

The most important thing that should not be forgotten is that it is necessary to take care of the legitimacy of the manager until the employment contract ends. Otherwise, problems may arise; regulatory authorities and banks may file legal claims against the LLC, and counterparties may go to court and challenge the concluded deal.

In addition, if you miss the deadline for extending the director’s powers, then you will have to act according to a different scheme, first fire the director, and then hire him again. And this is all the time and unnecessary paperwork.

You cannot extend powers during the absence of the manager from the workplace, for example, if he was on a business trip or sick.

Stages of extending the legitimacy of a leader

Compliance with all stages of renewal of powers will allow you to complete the procedure as quickly as possible and save the company from unnecessary claims from third parties.

Holding a meeting of shareholders

To extend the powers of a director, it will be necessary to convene shareholders; perhaps the charter documents provide for a procedure for appointment and removal, or extension of legitimacy by a supervisory or other authorized body. Simply put, it is necessary to review the terms of the charter before convening the meeting.

If the LLC has several participants, the results of the agreements reached are recorded in the minutes. Such a document can be certified by a notary if such a procedure is provided for by the legal documents of the enterprise.

General requirements for the protocol:

the date and place of compilation are indicated;
a list of participants present indicating their shares;
percentage of votes and whether there is a quorum;
Document number;
agenda (by the way, it is not recommended to write the “Miscellaneous” item; issues that are not specified in the agenda cannot be considered at the meeting);
a statement of the essence of the meeting;
summing up voting results;
decision;
signatures and full name with a transcript of the secretary and chairman of the meeting.

Protocol on renewal of director's powers, sample

Protocol No....

meetings of LLC owners... name...

Date of compilation, place

Present

Full name owning...% of the UV, equivalent in rubles....

Organizational and legal form, name, OKPO, owning ...% of the UV, equivalent in rubles...

All members of the LLC were present at the meeting...

Quorum … %

Information about whether fees are considered eligible

Signatories of the protocol, full name

Agenda:

On the extension of powers... position... LLC... name....

Listened... Full name...

Decided

Extend powers... position... full name... for a period of... years.

Signatories... full name... signatures...

Extension of powers of the General Director, sample meeting of the supervisory board:

Protocol No....

Meetings of the supervisory board of LLC… name….

Date, city of compilation

Present

Chairman…. FULL NAME…

Members…. FULL NAME....

Agenda:

On the extension of powers... position... LLC... name....

On 1 question, spoke... Full name ..., informing that ... date ... the powers of the General Director end .... LLC...full name..., proposed to extend the powers.

Decided

Extend the powers of the director…. Full name... for a period of... years.

Entrust the signing of an additional agreement with the head of ... LLC ... to a member of the supervisory board... Full name...

Chairman of the Supervisory Board... Full name... signature

Single owner of LLC

In cases where the company has only one shareholder, no minutes are drawn up, and the LLC participant makes a decision.

General requirements for compilation:

As a rule, such a document is drawn up on the company’s letterhead;
if the owner of the company is a legal entity, then it is necessary to indicate all identifying data of the enterprise;
if the decision is made by an individual - then his passport data;
the decision is not subject to mandatory certification by a notary, but ideally, it is better to go to a lawyer so that in the future the regulatory authorities do not have questions about the preparation of the document.

Decision to extend the powers of the director, sample:

Decision No....

Single participant of the LLC… name….

Date and place of compilation

I, full name..., passport details..., being a citizen...., passport details..., place of registration...., division code...., being a single participant of LLC... name...

Extend powers... position... LLC... name... for a period... the period is indicated or written “..according to the terms determined by the Charter...”

Single participant of LLC...name...

Full name... signature...

company seal

Order for the enterprise

Now the HR department comes into play. It is necessary to create a general order for the enterprise to extend the powers of the director. It is not necessary that this document be drawn up by HR department specialists; it is drawn up by the employee responsible for maintaining administrative documentation. The requirements for the order are general and do not have any special features compared to other administrative documents. They are drawn up on A4 paper, not on company letterhead. The order must contain the following mandatory details:

LLC name;
date and place of compilation;
serial number;
summary;
the text part defines a clear date from which the manager’s powers are extended;
position and full name of the document signatory.

Extension of powers of the director of an LLC, sample order:

Organizational and legal form of the enterprise…. Name…

Order No.___

Date and place of compilation

Short description

Based on the minutes of the general meeting of owners, I begin my official duties on... date...

Grounds: Decision or minutes of the meeting of LLC owners... name... No..... Date of.

Signatory position

Director of LLC…. name... signature and full name

HR actions

If a fixed-term employment contract has been concluded with the manager, then, naturally, it should be extended based on the decision of the owner of the legal entity. The entire procedure must be completed before the employment contract expires. The text of the addendum will contain information about the extension of the contract, and not about the extension of authority.

Extension of powers of the director of an LLC, sample additional agreement to the employment contract:

Additional agreement

To …. agreement... contract... Name…

No.... date...

place of compilation, date

LLC ... name..., represented by the chairman of the supervisory board, full name..., acting on the basis of a decision of the supervisory board of LLC ... name... No.... date..., on the one hand,

Citizen... Full name... ID details..., on the other hand,

have drawn up this additional agreement as follows.

Based on the protocol on the extension of the powers of the director No.... date

1. Extend the above agreement for a period of ... years, until ... date...

Paragraph …. agreements... date... No.... shall be stated as follows:

“Clause... The agreement is extended until....”

2. The remaining terms of the above-mentioned contract... agreement... not affected by these agreements remain unchanged.

Details of the parties

If it is entered into the work book that the contract is fixed-term, then changes will have to be made to the same document to extend the powers of the general director.

At the same time, there is another opinion, namely, a fixed-term employment contract cannot be extended. Courts that have adopted this point of view are of the opinion that the contract with the director should be terminated and a new one should be concluded. In this case, in addition to issuing orders for the dismissal and hiring of an official, you will have to make appropriate entries in the work book.

Definitely, a contract concluded on an indefinite basis does not require any changes.

At the same time, there is a third opinion. You can prepare in advance and “turn” a fixed-term contract into an open-ended one. More precisely, do not warn the director about the upcoming dismissal within the time frame stipulated by law and the contract. If this is not done and the official is not fired, then the contract becomes permanent. Although this scheme is recommended to be used only in extreme cases, that is, when the contract is concluded for less than 5 years.

Notification to tax authorities

Regarding the notification of the tax authorities, one point - if in the extract from the Unified State Register of Legal Entities there are no time restrictions on the term of office of the head, then no changes need to be made. If for some reason, when registering an enterprise or making changes to the registration data, restrictions on the duration of the management were added, then you will have to notify the tax authority about the extension of the powers of the director of the LLC. In this case, it is necessary to submit data to the registration authority within 3 days from the date of making the relevant decision.

Notification of financial institution

In practice, banks carefully monitor all changes in the title documents of all clients: both individuals and enterprises. Even if the decision to extend the director’s powers does not entail changes to the registration documents, it is better to notify the bank. Such a letter does not require compliance with a specific form, but it is necessary to attach copies of supporting documents, namely:

a copy of the protocol or decision;
if the extension of powers entailed changes to the Unified State Register of Legal Entities, then a new extract is attached;
a copy of the order for the enterprise.

Extension of powers of a director, example of drawing up a notice to the bank:

Company form with brief information

Outgoing number... date...

Head of the regional office

Credit and financial institution... name...

Under a banking service agreement

No.... date...

We inform you that, based on the decision of the single participant of the LLC... name... No.... date..., the powers of the director... full name... have been extended for the period... date....

Applications:

1) Copy of the decision dated... date... No....

Notification of counterparties

When extending the manager’s powers, there is no need to notify all partners and internal “movements”. But, if there are counterparties who always request statutory documents, and have stated the obligation of the parties to notify of any changes in the details and the function of the manager in writing, then it is better to write a letter, attaching a copy of the order and/or protocol, decision, in order to avoid possible controversial situations .

Consequences for LLC if powers are not renewed

There is no liability in any legislative act for the fact that the director carried out his functions in managing a legal entity without extending his powers. Therefore, de facto, such a person can continue to sign contracts, make real estate transactions, and sign payment documents. In such situations, courts are of the opinion that until a new director is elected or the powers of the existing one are extended, the director has no restrictions on the exercise of management.

How to extend the powers of the general director of an LLC? Let's consider the key nuances of this issue.

Conditions for appointing a manager

The General Director performs a lot of responsibilities on the basis of residual competence. In other words, the leader must do everything that is not within the powers of other participants in society.

Under what conditions is the authority of a director assigned to a member of an LLC?

In accordance with Russian legislation, such a sole executive body is appointed for a certain period, which is specified in the Charter. The General Director can also be elected for an indefinite period of time, and issues of his extension or replacement are considered by the Board of Directors. This competence of the Council should be reflected in the Charter.

It should also be taken into account that the general director is a full-fledged employee on an equal basis with others, and his appointment requires signing an employment agreement, fixed-term or indefinite.

When the term of office of a manager expires and the company does not intend to change the director, then the extension of powers here depends on the characteristics of the TD and the actions taken in a timely manner.

Rights renewal procedure

There are two key options for resolving the issue of extending the CEO's tenure. You need to choose between them, based on what kind of employment contract was concluded with the member of the LLC - indefinite or fixed-term.

Indefinite employment contract

In this case, the sequence of actions is very simple:

An extraordinary or regular meeting of the Council of Founders is convened.
A decision is made to extend the term of office of the General Director.
An additional agreement is drawn up to the employment contract.
A protocol and order to extend the director’s term of office are drawn up.

In this case, there is no need to terminate the TD and dismiss the manager for the purpose of his subsequent employment in the same place. The described actions must be completed before the powers of the general director cease.

If, however, the management’s term has expired and no decision on renewal has been made, the company does not have the right to terminate the TD with the executive director. In this situation, the manager can be relieved of his position only by a subsequent decision adopted at the general meeting.

While there is no proper protocol or order, the general director continues to work.

You just need to take into account the possible unpleasant consequences of this situation - claims from supervisory authorities, dissatisfaction with counterparties, and so on. Therefore, it is advisable to carefully monitor the deadlines and renew the TD of the LLC’s executives on time.

Fixed-term employment contract

When the general director was hired under a fixed-term contract, and his leadership under the Charter ends before the end of the TD period, his powers can be extended in the manner described above.

What to do if the management ends along with a fixed-term employment contract? The fact is that the law does not provide for the repeated conclusion of urgent TDs, as well as their extension by signing an additional agreement. In this case, the following options will be considered legal:

dismissal of the director and registration of a person under a new TD. It is necessary to take into account additional costs for the company - the employee is intended to receive compensation for days worked and vacation;
do nothing. The bottom line is that termination of an urgent TD does not mean the need to fire the employee. If at the general meeting of LLC members a decision is made to extend the powers of the general director, his TD automatically becomes unlimited.

Making an order

A sample order for the extension of powers of the general director of an LLC must contain the following information:

Full legal name of the company.
In the left corner is the place where the document was drawn up, in the right is the date of the order.
In the middle is the name and number of the document.
Next is information reflecting the purpose of convening the council.
The order is certified by the signature of the general director indicating the position and his full name.

If the term of office has ended and the decision to renew the leadership has not been made, the company does not have the right to terminate the TD with the executive director.

Drawing up a protocol

The minutes of the council meeting must include the following information:

Full legal name of LLC.
Date and place of drawing up the protocol.
Document's name.
List of council members who attended the meeting.
Next, the purpose of the meeting is indicated and a decision is made.
Once again, the decision made is recorded separately.
The company seal is affixed to the protocol, and the document is certified by the chairman of the board.