Hiring a CEO. The only member of the LLC is the head. New CEO. How to apply for a job

The person who heads the company takes on a great burden of responsibility. Considering that the most successful, educated and active are chosen for such a high position, the reception of the general director should be carried out according to all the rules, because in the event of an error, it will be extremely difficult to recover or prosecute such a leader.

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The CEO is the leading position in the company. He is the only person who has the right to act in the interests of the company without the need to confirm his authority with a power of attorney.

The essence of the position

The functions of the general director include overall control of the organization's activities.

In particular:

coordination of the work of structural divisions (in a large enterprise) and organization of the functioning of the team as a whole;
detailed planning of various indicators, development of a development strategy for a subordinate enterprise;
control over the fulfillment of the set goals;
implementation and control of document flow and other organizational issues;
Budgeting and assessing the state of affairs.

And this is only a small part of what is included in the remit of the CEO.

If this position is occupied by the owner of the enterprise, which is not uncommon for a small business, his fate is somewhat easier - there is no need to regularly report on the work done, to fear the dissatisfaction of the top management. But at the same time, financial responsibility increases significantly, because you have to manage your own capital.

For the CEO, there is one of the most important tasks - to learn how to distribute work and delegate part of the work to subordinates. Since the company has a number of management positions, there may be several lower-level positions (for example, financial director, commercial director, etc.). With the right assignment of responsibilities, the CEO can relieve himself of solving many issues, leaving behind only the controlling function of these problems.

Hiring a CEO in stages

For competent personnel registration of the arrival of a new CEO, several important procedures must be followed. This will become a guarantee of transparent fruitful work and the ability to impose a penalty in case of unsatisfactory performance of his duties.

The rules for hiring a CEO are determined by the Labor Code.

Section 43 of the above document clearly defines the norms for the work of managers, including on hiring and firing.

So, according to Article 273 of the Labor Code of the Russian Federation, every citizen who has the necessary education, work experience and meets the requirements of the organization can be the general director. A list of requirements for applicants for this position is spelled out in the local acts of the company.

Among them, the most common are:

Higher education - economic, legal. In some cases, specialized knowledge and an appropriate diploma are required, for example, from a medical or technological university.
Experience. This column often requires at least 3 years of leadership experience.
Lack of convictions, especially for economic crimes and lack of appropriate judicial restrictions on positions held.
Age restrictions. Most often, you can find the wording "from 30 to 50 years", but if necessary, the age range can be expanded.

Other restrictions by law are discouraged.

Discrimination based on gender, race or any other basis is punishable by law. An applicant who has been able to prove refusal to obtain a position for such reasons will be eligible for compensation. The firm, in addition to the loss, will receive significant damage to its reputation.

Candidate approval

Reception of the CEO has a slightly different procedure than any other employee. This is due to the peculiarity of the position itself.

The General Director is an elective position. Candidates are selected and appointed by decision of the board of directors, founding council or any other supervisory body of the company.

For the selection of candidates, CVs and documents submitted by the applicants are considered. The decision is made by the constituent assembly.

In the case when the selection is not carried out, and the candidate for the position is in the singular, all formalities are omitted. The procedure is reduced to the registration of the protocol or the decision of the founder.

Documents for the HR department

To apply for a job, the CEO must submit a package of documents to the HR department.

Mandatory are:

autobiography;
a copy of all completed passport sheets;
work book;
a copy of the diploma of education;
copies of marriage and birth certificates of children (if both facts are present)

Often, a description from the past place of work and recommendations are added to a personal matter. In this case, the resume is not included, its relevance is exhausted at the stage of the interview.

If the future general director has state awards, diplomas, graduated from additional educational institutions or has an MBA degree, it is also better to submit supporting documents.

Often when hiring employees, including the CEO, a medical certificate of health is required. Due to the growing popularity of personnel health insurance, this information may be required by the insurance company.

A job application from the future CEO is not required. Its role is played by the minutes of the constituent assembly. It must contain a clause on the consideration of this issue and the signature of the participants, including the newly made CEO.

After the completion of the registration procedure, the general director fills out a form in the form of p14001. Personal data, address of residence and / or registration are indicated here, certified by a seal. The document is intended for submission to registration authorities, in particular, to the Federal Tax Service. This is due to the fact that the data on the General Director is contained in the Unified State Register of Legal Entities. Therefore, the change in the management team must be known and entered in the registration information.

Registration of the order

The order for the appointment of the general director is drawn up on the day of taking office. The same number should be recorded in the protocol.

Example of order wording:

"I order:

Acquainted with the order ____________________________________________ Petrov A.E.

Employment record

An authorized employee of the personnel department fills in the work book. The entry must be made on the day of inauguration.

The application schedule complies with the standard rates.

Indicated:

Business name.
Date of inauguration.
Full title of the position.
Basis for admission. This can be an order or minutes of the meeting of founders.

Important points of the procedure

As with any employment procedure, hiring a CEO has a number of important points. This may depend on the form of ownership of the enterprise and the organizational form (LLC, OJSC, CJSC) and the scope of the organization. The same important nuances are the peculiarities of hiring with various characteristics.

By translation

It happens that the CEO comes to the transfer company from a structural unit or a third-party organization.

In this case, the procedure for the actions of the personnel department is as follows:

Write a request to the organization that was the employee's previous place of work. The document must contain a request to dismiss the specified person in connection with his employment at a permanent place of work in his company.
Together with this document, the employee follows the head of the current place of work. You should take with you a statement with the appropriate text.
If the current manager does not mind, the employee is dismissed by making the appropriate entry in the work book (Article 77.1.5 of the Labor Code of the Russian Federation).
Registration at a new place of work takes place according to the scheme specified above.

In parallel with the dismissal, there is an early termination of the employment contract and a meeting of founders for the dismissal of an employee, if he held the position of general director there.

If he was an ordinary employee there, the procedure is much simpler: an application for dismissal, the issuance of an order and an entry in the labor.

The possibility of translation gives the employee an advantage:

Work experience is not interrupted.
Work experience for vacation is preserved, the period will be calculated from the last vacation, and not from the date of employment.

Who signs the order?

When issuing an order for hiring a CEO, a procedure that is not logical from the point of view of an ordinary person should be performed. But the letter of the law leaves no room for reasoning.

The order for the appointment of the general director is signed by the general director himself on the day he takes office.

It is believed that from the date specified in the minutes of the meeting or the decision of the founder, the newly-made CEO has full authority to hire and fire employees. Therefore, it is he who signs this document.

Probation

Any employee can be hired for a new position in compliance and the CEO is no exception.

Quite the contrary: the probationary period of the CEO can last up to 6 months.

The usual duration of this period of time does not exceed 3 months, but in view of the peculiarities of the position and the assigned duties, the legislation allows you to extend the trial. For a short period of time, the ability of the leader and his competence may not appear, so the governing body will not be able to draw conclusions about the suitability of the selected candidate and his compliance with his high position. At the same time, the general director himself in a short time will not be able to fully assess the scale of the assigned duties and his capabilities in this place.

You can end the trial period earlier than the agreed date. This falls within the competence of the founders who approved the person for the position of CEO. At the same time, they can also dismiss them as those who have not passed the probationary period, which is much easier than after its expiration.

To conclude an employment contract with the general director, you must:

1. The decision of the owner of the organization (the general meeting of the company's members, the board of directors, etc. the decision of the sole participant) on the appointment of the general director. The decision must be correctly framed. It is necessary to check with the charter, the competence of which body relates to the formation of the sole executive body, whether the procedure for convening a meeting or meeting has been followed, whether the quorum necessary for making a decision has been met, who is instructed on behalf of the organization to sign an employment contract with the elected general director

2. Conclude an employment contract. It can be concluded for a period specified in the constituent documents, but not more than 5 years, or an open-ended contract can be concluded. The contract on the part of the employer is signed by the chairman of the general meeting of the company's participants or the chairman of the board of directors or the person who heads the relevant management body.

If the director and the sole founder of the company are the same person, there is no need to conclude an employment contract. Labor relations with him are formalized by the decision of the sole participant. However, there is a point of view that it is necessary to draw up an employment contract because not concluding an agreement may entail negative consequences. In this case, by signing an employment contract as an employer, the manager acts on the one hand on behalf of the organization, and on the other hand on his own behalf. And negative consequences can arise when calculating taxes. For example, when calculating income tax, labor costs can include only those payments that are provided for by an employment (collective) agreement. The same procedure applies to simplification, if the organization pays a single tax on the difference between income and expenses. Also, questions may arise from the tax office when paying vacation and other payments to the director.

3. Further, an order is issued on the hiring of the general director with the following formulation: In pursuance of the decision of the shareholders (participants), I begin to perform my duties from such and such a date. The work book indicates either the details of the order for hiring or the details of the protocol, the decision on the appointment to the position

When changing the general director, you should not forget to make changes to the Unified State Register of Legal Entities. Otherwise, the organization will be fined 5,000 rubles, and transactions signed by the general director, the data on which were not entered in the Unified State Register of Legal Entities, may be invalidated.

From what date do you need to accept the director?

Question

A new LLC is established. The decision of the sole participant of the company on the appointment of him as the general director was signed on June 12 (the date is not specified in the decision. From what date the director is appointed to the position). Further, an order was created for the main activity on the entry of the director general into office from July 3, an order also dated July 3. On the same day, a personnel order was issued for hiring from July 3. And now we suddenly had a question, whether we have the right to accept a director from July 3, if the Decision is from June 12. Maybe you also need to accept it from June 12?

Answer

All basic information about the organization is recorded in the Unified State Register of Legal Entities. The legal capacity and capacity of a legal entity arises at the moment of its creation and terminates at the moment of completion of its liquidation. A legal entity is considered to be created from the moment of its state registration. After carrying out the registration actions, the organization will receive from the inspection a certificate of making the corresponding entry in the Unified State Register of Legal Entities (Article 11 of the Law of August 8, 2001, No. 129-FZ). The date of registration of the certificate is considered the date of creation of the legal entity.

After entering the information on the newly created legal entity into the Unified State Register of Legal Entities, it is necessary to formalize labor relations with the head of the organization. Accordingly, the first decision on the appointment of a general director, prepared during the establishment of an LLC, will always not coincide with the date of inauguration.

Regarding the registration of labor relations with the general director, who is the sole founder

At the same time, it should be noted that the absence of an employment contract with the head of the organization - its only founder (participant, shareholder) does not call into question the existence of labor relations between him and the organization. According to official explanations, labor relations that arise as a result of election to a position, appointment to a position or approval in a position are characterized as labor relations based on an employment contract. In particular, this means that the said manager is subject to compulsory social insurance in case of temporary disability and in connection with motherhood and has the right to pay sick leave in the general manner, even in the absence of an employment contract concluded with him according to the general rules (clause 2 of the clarifications, approved by the order of the Ministry of Health and Social Development of Russia dated June 8, No. 428n). The lawfulness of this position was also confirmed by the court (determination of the Supreme Arbitration Court of the Russian Federation dated June 5, 2009 No. VAS-6362/09).

We also note that before formalizing labor relations with the general director, a decision must be made by the owner of the organization on his election (appointment) to the position.

Consequently, due to the fact that there is only one owner in the organization, the general director is appointed on the basis of the decision of the sole participant (shareholder). The decision must be formalized in a protocol.

Further, on the basis of the decision, issue an order to take office. Usually there is the following wording: In pursuance of the decision of the sole participant (shareholder), I begin to perform my duties from such and such a date.

Also, all working conditions, including salary, allowances, etc., in this case, can be indicated in the order for hiring a manager. Fill out the order on the hiring of the general director according to the unified form No. T-1 (Resolution of the State Statistics Committee of Russia dated January 5, 2004 No. 1) or according to an independently developed form. At the same time, the content of the order must comply with the conditions for registration of labor relations.

Thus, we can say that due to the fact that the basis for registration of labor relations with the general director is the Decision of the sole participant (shareholder), while, if the date of commencement of activities is not specified in it, then the start of labor relations with the general director will be the date the actual start of the activity of the LLC (the date of its entry into the Unified State Register of Legal Entities). If the decision of the sole participant on the appointment of the general director was prepared after the state registration of the legal entity, then the date of the decision and the date of the order to take office must coincide.

Details in the materials of the System:

Answer: How to apply for a CEO job

Election to the position of CEO

The CEO of the organization has a dual status. He is both an employee who is in labor relations with the organization and the sole executive body of the organization (Art. 40 of the Law of February 8, 1998 No. 14-FZ. Art. 69 of the Law of December 26, 1995, No. 208-FZ). As a leader, he decides all the economic and management issues of the organization. As an employee, he is obliged to act within the framework of an employment contract and comply with the Labor Regulations.

Before concluding an employment contract with the general director, a decision must be made by the owner of the organization on his election (appointment) to the position.

This decision can be made by:

general meeting of participants (shareholders) of the company, formalizing it in minutes (for example, in LLC - minutes of the general meeting of participants in the company);

the board of directors (supervisory board) of the company (if the resolution of this issue is attributed by the charter to its competence), having formalized it with a decision.

This is provided for by article 63 and paragraph 3 of article 69 of the Law of December 26, 1995 No. 208-FZ, article 37 and paragraph 1 of article 40 of the Law of February 8, 1998 No. 14-FZ.

If the organization has only one owner, then the general director is appointed on the basis of the decision of the sole participant (shareholder) (clause 2 of article 7 and clause 1 of article 40 of the Law of February 8, 1998 No. 14-FZ, clause 2 of article 2 and Art.69 of the Law of December 26, 1995 No. 208-FZ).

Decision on the election of the CEO

Before concluding an agreement with the general director, check if there are any violations in the procedure for making a decision on his election (appointment). The decision must not only be made in compliance with all the requirements of the law, but also correctly formalized (Art. 40 of the Law of February 8, 1998 No. 14-FZ. Art. 69 of the Law of December 26, 1995 No. 208-FZ). To verify the correctness of the decision, refer to the charter of the organization. First of all, it is necessary to check the competence of which body relates to the formation of the sole executive body, whether the procedure for convening a meeting or meeting has been followed, whether the quorum necessary for making a decision has been met, who has been instructed on behalf of the organization to sign an employment contract with the elected general director.

CEO admission order

Issue the order on the hiring of the general director according to the unified form No. T-1 (Resolution of the State Statistics Committee of Russia dated January 5, 2004 No. 1) or according to an independently developed form. The first order of the CEO should be the order to take office. Usually there is the following wording: In pursuance of the decision of the shareholders (participants), I begin to perform my duties from such and such a date.

General Director's work record book

Reflect the fact of hiring the CEO in his work book. Make an entry in a general manner, only in column No. 3 it is recommended to use the wording elected (appointed), and not adopted, since the general director is elected by the decision of the participants, or appointed by the decision of the sole founder. At the same time, if the wording is adopted in the record, then this is not a violation and it is not necessary to correct the record. In Box No. 4, indicate the reason for the entry. This conclusion follows from Articles 16. 68 of the Labor Code of the Russian Federation.

Inspection notification of change of CEO

When changing the general director of an organization, it is necessary to inform the tax office within three days (clause 5 of article 5 of the Law of August 8, 2001 No. 129-FZ). This is due to the fact that the CEO is a person entitled to act on behalf of the organization without a power of attorney. Information about him is contained in the Unified State Register of Legal Entities (subparagraph 1 of article 5 of the Law of August 8, 2001 No. 129-FZ). Therefore, when hiring a new manager, these data must be changed.

Fill out the notification of the change of the general director in the form of a signed application for amendments to the Unified State Register of Legal Entities (according to the form No. Р14001. Approved by the Resolution of the Government of the Russian Federation of June 19, 2002 No. 439). The new head of the organization can sign such a statement (letter from the Federal Tax Service of Russia dated August 23, 2006 No. GV-6-14 / 846).

Situation: Do I need to conclude an employment contract with the general director, who is the only founder (participant, shareholder) of the organization

There is no need.

In the letter of the Ministry of Health and Social Development of Russia dated August 18, 2009 No. 22-2-3199, it is indicated that it is impossible to conclude an employment contract with the head of the organization, in the case when the head of the organization is also its only founder (participant, shareholder). The arguments are as follows: the specifics of labor regulation of the organization's managers are established in Chapter 43 of the Labor Code of the Russian Federation. At the same time, the provisions of this chapter do not apply to managers who are the only founders (participants, shareholders) of organizations. This clearly follows from the provisions of Article 273 of the Labor Code of the Russian Federation. This provision is based on the impossibility of concluding an employment contract with oneself, since the organization has no other founders (participants, shareholders). In this situation, the director must, by his decision, assume the functions of the sole executive body. In this case, the director will carry out management activities without concluding any contract, including labor.

It should be noted that the absence of an employment contract with the head of the organization - its only founder (participant, shareholder) does not call into question the existence of labor relations between him and the organization. According to official explanations, labor relations that arise as a result of election to a position, appointment to a position or approval in a position are characterized as labor relations on the basis of an employment contract (Articles 16-19 of the Labor Code of the Russian Federation). In particular, this means that the said manager is subject to compulsory social insurance in case of temporary disability and in connection with motherhood and has the right to pay sick leave in the general manner, even in the absence of an employment contract concluded with him according to the general rules (clause 2 of the clarifications, approved by the order of the Ministry of Health and Social Development of Russia dated June 8, No. 428n). The lawfulness of this position was also confirmed by the court (determination of the Supreme Arbitration Court of the Russian Federation dated June 5, 2009 No. VAS-6362/09).

All working conditions, including salary, allowances, etc., in this case, indicate in the order for hiring a manager.

Ivan Shklovets

Deputy Head of the Federal Service for Labor and Employment

New CEO. How to apply for a job?

The CEO is the leading position in the company. He is the only person who has the right to act in the interests of the company without the need to confirm his authority with a power of attorney.

The essence of the position

The functions of the general director include overall control of the organization's activities.

coordination of the work of structural divisions (in a large enterprise) and organization of the functioning of the team as a whole;

detailed planning of various indicators, development of a development strategy for a subordinate enterprise;

control over the fulfillment of the set goals;

implementation and control of document flow and other organizational issues;

Budgeting and assessing the state of affairs.

And this is only a small part of what is included in the remit of the CEO.

The fight against offshore companies does not stop. Why?

Hiring a CEO in stages

The rules for hiring a CEO are determined by the Labor Code.

Section 43 of the above document clearly defines the norms for the work of managers, including on hiring and firing.

Among them, the most common are:

Higher education - economic, legal. In some cases, specialized knowledge and an appropriate diploma are required, for example, from a medical or technological university.

Experience. This column often requires at least 3 years of leadership experience.

Lack of convictions, especially for economic crimes and lack of appropriate judicial restrictions on positions held.

Age restrictions. Most often, you can find the wording "from 30 to 50 years", but if necessary, the age range can be expanded.

Other restrictions by law are discouraged.