That the sole executive body of a legal entity. Executive body of a legal entity

Executive agency legal entity

The Civil Code of the Russian Federation does not contain an explicit definition of the executive body.

State registration of a legal entity is carried out at the location of its permanent executive body, and in the absence of a permanent executive body - another body or persons who have the right to act on behalf of a legal entity without a power of attorney. (Civil Code, Art. 54, p. 2)

The executive body of the Company may be collegial (board, directorate) and (or) sole (director, cEO).

Accounting Encyclopedia.. 2013 .

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Organ legal entity Legal encyclopedia

Organ legal entity - Person (solecle) or a set of persons (collegial body), which, in accordance with the law, documents of a legal entity or by the solution of another commissioned by the legal entity, are endowed with certain powers ... ... Wikipedia

Organ legal entity - Part of a legal entity that forms and expresses his will in relations with other persons. Through its bodies, a legal entity acquires civil rights and assumes civil duties. The composition of the organs and their competence ... ... Encyclopedic Dictionary of Economics and Law

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Collective executive body - (English Collegial Executive Body) in the civil law of the Russian Federation formed from several people a body that implements the commercial or non-Profit Organization, accountable to its highest management body and carrying out the current ... ... Big Law Dictionary

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Representation (legal relationship) - This term has other meanings, see a representative office. The representative office involves the commission of a transaction by one person (representative) on behalf of another person (represented) by virtue of the authority based on attorney, instructions ... ... Wikipedia

Head of the debtor - the sole executive body of a legal entity, as well as other persons exercising in accordance with federal laws on behalf of a legal entity without a power of attorney ... Dictionary of concepts and terms formulated in regulatory documents Russian legislation

The content of the status of the sole executive body of a limited liability company is devoted to Art. 40 of the law. The sole executive body of the Company (General Director, President and Others) is elected general meeting Participants in the Company for a period determined by the Company's Charter. The sole executive body of the Company can also be elected and not among its participants.

Due to the relatively small number of participants in a limited liability company, the formation of such a body allows society to act very dynamically. We are talking about the executive body, which is obliged to prepare and implement the decisions of the General Meeting, to quickly solve specific organizational, financial and economic issues. As such, one person comes endowed with the authority on behalf of the Company. The names are applied different - general director, president, executive director, etc. There are no restrictions in the law in choosing the names of this authority.

The executive nature of the sole body is expressed in the very procedure of its formation. This body is elected by the general meeting of the Company's participants. The corresponding competence of the General Meeting is established in sub. 4 p. 2 art. 33 of the law, and the procedure for voting and decision-making - in PP. 7, 8, 10 tbsp. 37.

The term of the powers and activities of the sole executive body The general meeting of the Company's participants determines independently. In the Charter of the Company, this period must be clearly established, and its compliance is mandatory for society until appropriate changes will be made to the Charter. The term should be sufficient to master and fully use the competence of the sole body. At the same time, it should not be excessively long. The most justified is the term of office of the executive body ranging from two to three years.

Most often, one of the participants in the Company is elected as the sole executive body. This allows him to better understand the affairs of society, in the situation and fully evaluate the mood and behavior of the Company's participants. After all, it is for society of this species that is characterized by the personally open nature of the relationship of its participants.

It is possible that for considerations of professional preparedness, on business qualities, an extraneous person who is not the competence will be more appropriate for the competence of the sole executive body participant of the Company. The law admits the election of such a person as the executive body of the Company (paragraph 1 of Art. 40). One can only recommend more carefully consider the program of activity and evaluate the real abilities of the candidate.

The sustainability of the relationship between society and directors (general director) fully meets the contract between them, under which in the second paragraph of paragraph 1 of Art. 40 of the law implies an employment contract. The agreement between society and the person carrying out the functions of the sole executive body of the Company, signs on behalf of the Company by the person who presided over the General Meeting of the Company's participants, at which a person who performs the functions of the sole executive body of the Company, or a member of the Company, an authorized decision of the General Meeting of the Company's participants.

Concept labor contract Defined in Art. 56, and the requirements for its content - in Art. 57 TK RF. The indicated employment contract is concluded for the period established by the constituent documents of the organization or agreement of the parties, i.e. is urgent. Therefore, when it is conclosed, it is necessary to take into account the provisions of Art. 58, 59 TK RF.

The rights and obligations of the head of the Organization in the field of labor relations are determined by the TC RF, laws and other regulatory legal acts, the constituent documents of the organization, the employment contract. Features of labor regulation of the head of the organization are established by Art. 273-280 TK RF.

It should be paid to the fact that the employment contract with the head of the Organization may be discontinued not only on the general reasons provided for by articles in Ch. 13 TK RF. Article 278 of the Labor Code of the Russian Federation provides additional grounds for termination of an employment contract with the head of the organization.

An employment contract with the head of the organization can also be terminated on the following grounds:

1) due to the removal of the head of the debtor's organization in accordance with the law on insolvency (bankruptcy);

2) in connection with the adoption by the authorized body of a legal entity or the owner of the property of the organization, or by the authorized owner of the person (body) of the decision on the early termination of the employment contract;

3) for other grounds provided by the employment contract.

In case of termination of an employment contract with the head of the organization before the expiration of its action to solve the authorized body of a legal entity or the owner of the organization's property or an authorized person authorized (body), in the absence of guilty actions (inaction) of the head, it is paid compensation for early termination with it of an employment contract in The amount determined by the employment contract.

In accordance with Art. 280 TK RF, the head of the Organization has the right to terminate the employment contract ahead of time, warning the employer (owner of the property of the organization, his representative) in writing no later than one month *(58) .

The law allows alternative options for signing an employment contract with the head on behalf of the Company - either by the person who was the chairman of the general meeting of the participants or a member of the Company to whom the general meeting instructed to sign a contract. The authority of the signature of the latter is certified by a special decision of the General Assembly.

As a general rule, paragraph 2 of Art. 40 of the law only an individual can act as the sole executive body of the Company. An exception to this rule is the case provided for by Art. 42 of the law (the possibility of transmitting the authority of such an authority).

A limited liability company with a relatively small number of participants does not require a complex management structure inherent in major joint-stock companies. General rule p. 2 art. 40 is designed to establish such economic societies of their own sole executive bodies in all or most cases.

The law defines the powers of the sole executive body of the Company (paragraph 3 of Art. 40). Moreover, the list of its powers is notated not as exhaustive, but as partially fixed and "open", which allows to establish the amount of powers of such a body, taking into account the tasks and the specifics of the activities of a particular society.

The sole executive body of the Company:

1) without a power of attorney acts on behalf of the Company, including represents his interests and makes transactions;

2) issues a power of attorney for the right of representation on behalf of the Company, including power of attorney with the right of handover;

3) publishes orders for the appointment of employees of society, about their translation and dismissal, applies stocks of encouragement and imposes disciplinary recovery;

4) Carries out other powers, not attributed by the Law or the Charter of the Company to the competence of the General Assembly of the Company's participants, the Board of Directors (Supervisory Board) of the Company and the Colleaginal Executive Authority of the Company.

So, the sole executive body acts on behalf of the Company without any power of attorney within the framework of competence established in the Company's Charter and the relevant employment contract. Its activities include the representation of the interests of society in government agencies, in court, in relations with partners, with credit and other organizations, as well as in the documents subscribed and other documents ease.

The sole executive body concludes contracts and commits other transactions, opens up bills and other accounts in banks, disposed of property and financial resources of society within its competence.

To assess the legality of solutions of the sole executive body about transactions, it is useful to use the explanations contained in paragraph 32 of the Resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated July 01, 1996 "On some issues related to the use of part of the first Civil Code Russian Federation".

The sole executive body provides training and submits to the Board of Directors (Supervisory Board) or the General Meeting of the Annual Report, Annual Accounting Balance, proposals for the distribution of net profit between participants, informs about current financial and economic activities, organizes the fulfillment of solutions of the General Meeting, Board of Directors (observational Council).

The sole executive body can be elected to the Board of Directors (Supervisory Board), but it is not entitled to head it. He manages the personnel of the Company, approves the organizational structure and regular schedule, organizes accounting and ensures the preparation and timely submission of accounting and statistical reporting on the activities of the Company into the tax authorities and state statistical authorities.

One of the rights of the sole executive body is the issuance of powers of attorney to the right of representation on behalf of the Company. This is necessary if the authority itself is impossible to perform certain powers directly or, if desired, to ensure the wider and maneuverable activities of the Society "Okav". The said applies to a power of attorney with the right of the opposite of the corresponding authority to make specific actions and sign documents. For representation and power of attorney, see Art. 182-189 of the Civil Code of the Russian Federation.

Particularly highlighted the powers of the sole executive body in the field of labor relations. This is explained by his position as a person who oversees the personnel service in society and directly decishes a number of issues of organizing labor relations. We are talking about such powers as appointment, translations, dismissal, application of encouragement measures, disciplinary responsibility measures. All these actions are determined by orders or other local acts of the executive body and must strictly comply with the rules introduced by the Labor Code of the Russian Federation *(59) .

Unfortunately, in practice, there is no discrofing of labor legislation in commercial organizations, when employment contracts are not issued when admission to work, the rules of labor protection, the norms of working time and rest time are not complied with. Such cases recently become increasingly grounds for attracting guilty persons to legal liability.

It is allowed to carry out the sole executive body of other powers, besides those listed in paragraph 3 of Art. 40 of the law. If a set of fixed powers is mandatory and cannot be ignored and narrowed, then the circle of "other" authority makes it possible to reflect the specific conditions of the Company and its sole executive body to the maximum extent. It is necessary to comply with the same condition: it is unacceptable to include the responsiveness of the sole executive body of the authority attributed to the competence of other bodies of the Company - the general meeting of the Company's participants, the Board of Directors (Supervisory Board) and the Colleaginal Executive Authority of the Company. To do this, you should carefully read the art. 32-39 of the law and the provisions of the Company's Charter, regulating the activities of the named authorities.

In this regard, it is appropriate to contact Art. 91 Civil Code of the Russian Federation. IN

Sole executive body - legal entity (general director, director, president, etc.), which is authorized to acquire civil rights and take civil duties.

Comment

The Civil Code of the Russian Federation (Civil Code of the Russian Federation) establishes that civil rights acquires and assumes civil duties through its bodies acting in accordance with the law, other legal acts and constituent documents. The procedure for the appointment or election of legal entities is determined by law and constituent documents (Art. 53 of the Civil Code of the Russian Federation).

Any legal entity should have governor - Person (group of persons), which carries out operational activities, monitoring and organizing the activities of a legal entity. It is the governing body that acquires civil rights and takes civil duties of the organization.

The guidance body of a legal entity may be sole (when the decision takes one person) or collegial (the decision is made by a group of persons).

The features of the governing sole body of a legal entity are determined by the norms of legislation, depending on the chosen organization.

So, for limited Liability Societies Federal Law of 08.02.1998 N 14-FZ "On Limited Liability Societies" establishes the rules:

The management of the current activities of the Company is carried out by the sole executive body of the Company or the sole executive body of the Company and the collegial executive body of the Company. The executive bodies of the Company are accountable to the General Assembly of the Company's participants and the Board of Directors (Supervisory Board) of the Company (clause 4 of Art. 32).

The sole executive body of the Company (General Director, President and Others) is elected by the General Assembly of the Company's participants for a period determined by the Company's Charter, if the Charter of the Company, the decision of these issues is not related to the competence of the Board of Directors (Supervisory Board) of the Company. The sole executive body of the Company can also be elected not among its participants (Art. 40).

The agreement between society and the person performing the functions of the sole executive body of the Company, signs on behalf of the Company by the person who presided over the General Meeting of the Company's participants, which elected the person who performs the functions of the sole executive body of the Company, or a member of the Company, an authorized decision of the General Meeting of the Company's participants or If the decision of these issues is related to the competence of the Board of Directors (Supervisory Board) of the Company, Chairman of the Board of Directors (Supervisory Board) of the Company or the person authorized by the decision of the Board of Directors (Supervisory Board) of the Company (Art. 40).

The sole executive body of the Company:

1) without a power of attorney acts on behalf of the Company, including represents his interests and makes transactions;

2) issues a power of attorney for the right of representation on behalf of the Company, including power of attorney with the right of handover;

3) publishes orders for the appointment of employees of society, about their translation and dismissal, applies promotion measures and imposes disciplinary recovery;

4) carries out other powers, not related to this Federal Law or the Charter of the Company to the competence of the General Assembly of the Company's participants, the Board of Directors (Supervisory Board) of the Company and the Colleaginal Executive Authority of the Company (Art. 40).

Education of the sole executive body

As a general rule, the competence of the general meeting of the Company's participants includes the education of the executive bodies of the Company and the early termination of their powers, as well as the decision on the transfer of the powers of the sole executive body of the Society to the Governing, the approval of such a managing and terms of the contract with it (clause 4 of Article 33) . The decision on these issues is made by a majority vote from the total number of votes of participants in the Company, if the need for a larger number of votes for the adoption of such decisions is not provided for by the Company's charter (paragraph 8 of Art. 37).

The statute of society, the decision of these issues can be attributed to the competence of the Board of Directors (Supervisory Board) of the Company (clause 4 of Article 33).

Transfer of the powers of the sole executive body of the Governing LLC

As a general rule, only an individual may act as the sole executive body of the Company (Art. 40 of the Law). At the same time, Art. 42 of the law provides that the Company has the right to convey under the contract to implement the powers of its sole executive body by the manager. In this case, the function of the sole executive body performs the manager who can act another organization or an individual entrepreneur.

Until July 1, 2009, the rule was established that the transfer of authority to the manager is possible only if such an opportunity is directly provided for by the Company's Charter. From this date, this requirement was canceled (federal law of 30.12.2008 N 312-FZ).

For joint stock companies Federal Law of 26.12.1995 N 208-FZ "On Joint-Stock Companies" establishes the rules:

The management of the current activities of the Company is carried out by the sole executive body of the Company (director, general director) or the sole executive body of the Company (director, general director) and the collegial executive body of the Company (board, directorate). Executive bodies are accountable to the Board of Directors (Supervisory Board) of the Company and the General Meeting of Shareholders (paragraph 1 of Art. 69).

The Charter of the Company, providing for the presence of simultaneously sole and collegial executive bodies, the competence of the collegial authority should be determined. In this case, the person who performs the functions of the sole executive body of the Company (director, general director), also performs the functions of the Chairman of the Community Executive Body of the Company (Board, Directorate) (paragraph 1 of Art. 69).

The competence of the executive body of the Company includes all the issues of leadership of the Company's current activities, with the exception of issues related to the competence of the General Meeting of Shareholders or the Board of Directors (Supervisory Board) of the Company (clause 2 of Article 69).

The sole executive body of the Company (director, general director) without a power of attorney acts on behalf of the Company, including its interests, makes transactions on behalf of the Company, states the states, publishes orders and gives instructions, mandatory for performance of all employees of the Company (paragraph 2 of Art . 69).

The formation of the sole executive body of JSC

As a general rule, the competence of the General Meeting of Shareholders includes the formation of the executive body of the Company, early termination of its powers (PP. 8, paragraph 1 of Art. 48). The decision of the General Meeting of Shareholders on this issue is made by a majority of votes of shareholders - owners of voting shares of the Company participating in the meeting (paragraph 2 of Art. 49).

The charter of society, the decision of these issues can be attributed to the competence of the Board of Directors (Supervisory Board) of the Company (paragraph 2 of Art. 49)

Transfer of powers of the sole executive body of the JSC manager

According to the decision of the General Meeting of Shareholders, the powers of the sole executive body of the Company may be transferred under a commercial organization agreement (managing organization) or an individual entrepreneur (manager). Decision on the transfer of powers of the sole executive body of the Company managing organization or the manager is made by the General Meeting of Shareholders only at the proposal of the Board of Directors (Supervisory Board) of the Company (paragraph 1 of Art. 69).

Information about the management bodies in the EGRULA (Unified State Register of Legal Entities)

Information about the management bodies are indicated by the EGRUL. Accordingly, the change in the head of the organization must be registered accordingly. So, Art. five federal Law from 08.08.2001 N 129-FZ "On state registration of legal entities and individual entrepreneurs"Among the information about the legal entity contained in the incarnation, indicates:

Address (location) of a permanent executive body of a legal entity (in the absence of a permanent executive body of a legal entity - another body or persons with the right to act on behalf of a legal entity without a power of attorney), in which communication with a legal entity is communicated. If a legal entity has a managing or management organization, along with these information, the place of residence of the manager or the location of the management organization is indicated;

Surname, name, patronymic and position of a person who is entitled without a power of attorney to act on behalf of a legal entity, as well as the passport details of such a person or data of other identity documents in accordance with the legislation of the Russian Federation, and the taxpayer identification number in its presence;

Labor relations with the head

The peculiarity of labor relations with the head of the organization is regulated by Chapter 43 of the Labor Code of the Russian Federation.

The head of the Organization is an individual, which, in accordance with regulatory acts, the constituent documents of a legal entity (organization) and local regulatory acts, leads the management of this organization, including the functions of its sole executive body (Art. 273 of the Labor Code of the Russian Federation).

Additional reasons for termination of an employment contract with the head of the organization are established by Article 278 of the Labor Code of the Russian Federation:

1) due to the removal of the head of the organization - the debtor in accordance with the law on insolvency (bankruptcy);

2) In connection with the adoption by the authorized body of a legal entity, either the owner of the property of the organization, or the authorized owner of the decision on the termination of the employment contract. The decision to terminate the employment contract at the indicated basis for the head of the unitary enterprise is made by the authorized owner of the unitary enterprise in the manner established by the Government of the Russian Federation;

3) for other grounds provided by the employment contract.

At the same time, an additional guarantee is set for the manager. So, in case of termination of an employment contract with the head of the organization in accordance with paragraph 2 of Art. 278 of the Labor Code of the Russian Federation in the absence of guilty actions (inaction) of the head, he is paid compensation in the amount determined by the employment contract, but not lower than a three-time average monthly earnings (Article 279 of the Labor Code of the Russian Federation).

In case of termination of an employment contract with the head of the organization (as well as its deputies and chief accountant) in connection with the change of property owner of the organization, a new owner is obliged to pay compensation in the amount of not lower than three average monthly earnings of the employee (Article 181 of the Labor Code of the Russian Federation).

The head of the Organization has the right to terminate the employment contract ahead of time, warning about this employer (owner of the property of the organization, his representative) in writing no later than one month (Art. 280 of the Labor Code of the Russian Federation) *.

* For other employees, this period is set in 2 weeks (Article 80 of the Labor Code of the Russian Federation).

Organization and management of LLC - the responsible and often fateful responsibility of his leadership. FZ No. 14-FZ "On Limited Liability Societies" regulates the functions and objectives of the executive body of LLC, and Articles 40 and 41 describe in detail the specifics and order of its work.

Varieties of bodies

The executive body of LLC is a body that provides direct operational management of society.

Russian legislation shares the executive body to two types of LLC: sole and collegial (hereinafter referred to as KIO).

The first species provides that a legal entity is managing one person acting strictly within the framework of the Charter. Such a leader may hold the position of Director / Director General, Chairman of the Board, President.

Its main task is to solve any organizational issues related to the activities of a legal entity, as well as the creation of effective internal business processes aimed at the successful work of the company, increasing its liquidity, increase profits.

The second type of management provides that management is carried out by Collegiates: Board of Directors, Board or similar structure.

Sole guide

Thus, the sole executive body of LLC is a person (only an individual), endowed with all possible rights and powers to manage this society; This is the main manager of the firm, regardless of the name of his position. He is elected and approved at the General Meeting. The term of office of the head is established by the charter of a legal entity by either a meeting of its participants.

The head may be an outsider who has nothing to do with the owners of the company. Of course, the management of a limited liability company its owner significantly increases the motivation of the latter, but not all owners of enterprises have leadership qualities. In such situations, it makes sense to invite the top manager from the side, and not choose from the composition of the beneficiaries.

The right to manage the top manager receives after the signing of an employment contract between him and the meeting of participants. The document from their face signs:

• chairman of the General Assembly or the Plenipotentiary Approved by him;
• chairman of the Board of Directors or the person authorized by him.

After that, the sole leader receives the right:

• without a power of attorney, carry out actions of any nature related to the functioning of the company: to make transactions, sign loan agreements, represent the interests of the company in courts;
• provide power of attorney for the right to make decisions related to the company's activities, third parties;
• conduct personnel policy;
• exercise other functions assigned to the head by the charter.

Right I. functional responsibilities Sole leader are regulated:

The authority of the head confirms:

• solutions of the General Assembly (or the only owner);
• state registry statements;
• an order for a leading position;
• labor contract.

There are situations where the participant of the organization is one person who performs the responsibilities of the head. Then the employment contract is signed by him both for the leader (executor) and for the authorized structure of a limited liability company (employer).

Collegiate control

The collegial executive body of LLC is a governing link from several citizens created by the meeting of the Company's participants. Its functions, the number of members and terms are governed by the Charter of the legal entity and its internal documents.

Ceyners can only be individuals. Company owners are not entitled to work in its composition.

The collegial executive body LLC is accountable to the meeting of the participants of the organization and the Board of Directors. By the way, the law does not prohibit combine positions in both bodies: the board of directors and collegial. The number of such partners should not exceed the ¼ board of directors.

The Chairman of the KIO or the Board of Directors is the person who holds the position of the executive director, with the exception of the situation when these powers are transferred to the manager.

How to open ooo on your own - Step-by-step instructions: Video

The sole executive body of a legal entity is a subject through which the enterprise implements its rights and obligations. In the publication further consider general issues On the sole bodies that act on behalf of economic societies, their possible names, the procedure for formation, powers and responsibility.

Sole executive body LLC, AO and other commercial and non-commercial organizations

To manage the current affairs of the organization, a sole executive body is appointed (director, head, authorized person etc.). Information about it as a subject that has the right to act on behalf of the Organization when communicating with third parties without a power of attorney, is necessarily reflected in the Unified State Register of Legal Entities (EGRUL). Only from the moment of such registration, the manager is considered an official company. At the same time, for the register in terms of data on the manager (making information or changes), it is considered as director already since the decision to decide on this to the relevant authority of the enterprise.

The functions of the sole governing body can execute:

• Individual.
• Individual entrepreneur (managing).
• Legal entity (managing organization), although the reference to the possibility of its attraction is only in Art. 69 of the Law "On Joint-Stock Companies" dated December 26, 1995 No. 208-FZ. However, in this case, all powers are in the hands of one person, the data of which is prescribed to the EGRUL (as a rule, this is the director of the organization attracted to the management of the organization).

In addition, constituent documents can endow the head of the head of several persons at the same time (paragraph 3 of paragraph 1 of Art. 53 of the Civil Code of the Russian Federation). In this case, they can function both jointly and independently, that is, as separate executive bodies.

Note that in some companies (full partnerships, partnerships in faith), the management body is not formed at all. In such cases, the legal entity carries out rights and obligations through its participants (Art. 72, 84 of the Civil Code of the Russian Federation).

The name of the sole executive body - what is it and what options are possible?

The name of the sole executive body of the Company is the name of the position, so for any name there is a specific individual.

We can highlight 2 approaches to the procedure for forming the name of the senior position:

1. When the name of the sole executive body is not regulated, but recommended. This category includes almost all corporate and unitary commercial and non-commercial legal entities. The choice of the title of position is carried out by the participants independently (director, general director, president, etc.).
2. When the name of the sole executive body is determined by law:

• for the production cooperative and the partnership of real estate owners - Chairman;
• unitary enterprise and institutions - Director, Director General.

How is the sole executive body in OOO, AO and other organizations

The managing authority in different organizations is formed almost the same: elected by the participants of the organization at the General Meeting, followed by the adoption of the Protocol of the General Assembly or the Collegial Agency, if the relevant authority is latter. The procedure is regulated by the constituent documents, the Civil Code of the Russian Federation and other laws, depending on the type of economic company. At the same time, certain nuances are characterized for different organizations (we will tell about them further).

Household societies

In a limited liability company, the head can only be an individual or IP. In the joint-stock company, the authority of the executive body may also be transferred to the management organization, as mentioned earlier.

Production cooperative

In most enterprises of this kind, outsiders who are not founders of the organization may be elected to the position of the manager. However, the Chairman of the Production Cooperative, according to paragraph 1 of Art. 106.4 of the Civil Code of the Russian Federation, can only be appointed from among its members.

Unitary enterprises

The head is not elected, but is appointed by an authorized body. At the same time, he is accountable to his appointment.

Non-commercial corporate organizations

The sole executive body is elected by the General Assembly within the framework of the competence specified in paragraph 2 of Art. 65.3 of the Civil Code of the Russian Federation.

Non-profit unitary companies

In unitary organizations, as well as in corporate, the executive body is elected by the Higher Council. The exception is the institutions where the head is appointed by the founder or (in state and municipal organizations) is elected by the collegial body and after the election is approved by the founder (clause 4 of Article 123.21 of the Civil Code of the Russian Federation).

Confirming the powers of the sole executive body Documents, registration of the head for the position

Immediately before third parties, confirmation of the powers of the sole executive body can be made with the help of one of the listed documents:

• protocol of the General Assembly;
• extracts from the protocol if there are many questions in it beyond the election of the company's head;
• solutions to the collegial body;
• order of the appointment.

In addition to the above documents, an extract from the register may be submitted to third parties as an official confirmation of the authorities of the Director.

The execution of the head for the position usually occurs in the following order:

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1. The highest (or collegial) authority of the economic society takes an appropriate decision.
2. Lies:

• civil-law agreement (if the executive body is a legal entity or IP);
• labor contract (if it comes to physical face).

As a person authorized to sign a civil legal or employment contract by the organization, the Chairman of the Assembly or one of the participants is.

As for state and municipal enterprises and institutions where the head is appointed by a special body, then instead of the decision of the General Assembly, an ordinary administrative document of the relevant authority (order, order) is adopted. In this case, it cannot be confused with personnel order. The rest of the registration procedure does not differ from other companies.

Can an employment contract confirm the authority of the head

Civil and employment contracts are important for the parties that signed them, but not for third parties. The employment agreement acts as a document that the labor relationship between the head of the organization and its owner (employer) is regulated. It cannot be used as a confirmation of the authority of the director before counterparties, however, it may be presented in court as proof of the head of the head.

If, at the same time, the head of the Organization reports on behalf of the Organization to third parties legally significant statements, he confirms its powers not by the employment contract, and the above documents (by order on the appointment, relevant discharge from the EGRUL, etc.).

Nuances of labor relations with the head of the organization

Such relationships are governed by ch. 43. Labor Code RF and other standards. So, between the enterprise and the leader, according to Part 2 of Art. 59 and Art. 275 of the Labor Code of the Russian Federation is a urgent employment contract for the period determined by the constituent documents or by agreement of the participants. At the same time, the guiding employee cannot be a partover, if there is no agreement of the higher authority or the owner of the enterprise, and is fully material responsibility to the company for valid damage caused by its property.

By virtue of Art. 278 Tk RF, in addition to general, special foundations are provided for early termination of the employment contract with the director:

1. Due to the beginning of the bankruptcy procedure of the enterprise and the removal of the head.
2. In view of the adoption by the Company's supreme body decisions on the termination of the authority of the head.
3. For other reasons provided by the employment contract.

With the termination of labor relations on the basis of the decision of the Supreme Body of the Company, the former director is paid compensation in the amount of at least 3 average monthly earnings, although a large amount may also be provided by private organizations.

If an authorized person on its initiative is terminated by the agreement, it is obliged to warn the employer 1 month before the day of termination of the labor function.

IMPORTANT! In the presence of labor relations between the director and the firm in the case when the director is it the only participant, He is obliged to produce all tax and extrabudgetary deductions for itself as an ordinary employee (a letter of the Russian FSS "On the taxation of payments ..." of 12/21/2009 No. 02-09 / 07-2598P).

Principles of the executive body and its function

The head of the enterprise is elected for a certain period established by the constituent documents of the economic company. The authority of the sole executive body includes issues that do not refer to the competence of the highest and collegial governments. The list of legal entities is established both at the legislative level and at the organization level (constituent documents).

As a general rule, the executive body performs the following functions:

• makes transactions on behalf of the organization;
• represents the interests of the enterprise to third parties;
• issues a power of attorney;
• publishes administrative documents, including personnel (on employment, dismissal, etc.);
• carries out other actions provided for by the constituent documents.

According to paragraph 3 of Art. 53 of the Civil Code of the Russian Federation the authorized person must fulfill its duties taking into account the principles of good faith and intelligence. Actions and director solutions can be considered relevant to these rules if it:

• ensures the implementation of its public legal functions (tax, administrative, etc.);
• carefully selects counterparties and controls staff.

If, after the term of office of the head, the highest authority will not have time to form new executive bodies, the director continues its activities to solve this issue.

The authorized person is accountable to the general meeting of the enterprise or the sole owner (the authority appointed his position). Accordingly, constituent documents may be provided for the responsibility of the sole body to report to the general meeting or the owner of the organization about its activities.

Responsibility of the sole executive body

If during its period of activity, the head violated the principles of good faith and intelligence and it led to losses for the company, it can be attracted to civil liability. However, one should not forget that not all sorts of losses may be a consequence of the intentional mistakes of the director, it is possible that this is the result of a normal business risk (paragraph 1 of the Decisions of the Plenum of the Wheel of the Russian Federation "On some issues of compensation for losses ..." of 07/30/2013 No. 62).

Signs of unscrupulousness (paragraph 2 of Resolution No. 62):

1. Completion of a disadvantageous transaction in the presence of conflict of interests (personal and enterprises). The treaty is unprofitable, which for the price or item is very different for the worse from similar transactions of the same period.
2. Hiding and transmitting unreliable information about concluded transactions.
3. Conclusion of the contract without the obligatory approval by authorized bodies of the Company (for example, a large transaction).
4. Holding documents on unprofitable transactions after offset from office.
5. Action Contrary to the interests of the organization.

Signs of unreasonability (clause 3 of Resolutions No. 62):

1. Ignoring important information when making decisions.
2. Action without an attempt to obtain important information necessary for their committing.
3. The implementation of the transaction without the necessary internal coordination (for example, with accounting or legal department)

So, the sole executive body is the organization's department of the organization, acts on its name without a power of attorney, has its name, which is made to the Enjoy (Director, President, CEO, etc.). The functioning of the sole executive body of a legal entity is based on the principles of rationality and conscientiousness. At the same time, each leader is responsible for the results of its activities to the organization and its founders.