The procedure for the simultaneous change of the founder and general director. Documents to the tax office when changing the head of the organization Changing the director to the general

The fact that the Unified State Register of Legal Entities contains, among other things, information about the address of the location of the organization, we talked about and described the procedure for making changes to the register when changing the legal address.

How is the shift registered? CEO in tax office, we will tell in this material.

Change of director: deadlines for notifying the tax office

The general director of an LLC is the sole executive body of the company, which, without a power of attorney, acts on behalf of the organization, represents its interests and makes transactions (Article 40 of Federal Law No. 14-FZ of February 8, 1998).

Information about the general director (full name, passport details and TIN (if any)) is contained in the Unified State Register of Legal Entities (clause "l", clause 1, article 5 of the Federal Law of 08.08.2001 No. 129-FZ).

Therefore, if a new general director is appointed, it is necessary to submit information to the tax office about the change of director within 3 working days from the date of such a decision (clause 5, article 5 of Federal Law No. 129-FZ of 08.08.2001).

Please note that information about the general director does not apply to the information reflected in the Charter of the LLC, so we are talking about making changes only in the Unified State Register of Legal Entities without adjusting the Charter (clause 2, article 12 of the Federal Law of February 8, 1998 No. 14-FZ).

Documents for changing the director of an LLC to the tax office

A notice of a change of director to the tax office must be made in the form of an application. The current legislation does not require other documents to be submitted for registration of a change of director (clause 2, article 17 of the Federal Law of 08.08.2001 No. 129-FZ).

An application to the tax office for a change of head is drawn up in the form No. P14001 “Application for amendments to the information about a legal entity contained in the Unified state register legal entities” (approved by Order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/ [email protected]).

The applicant is already the new general director, his signature in the application must be notarized (clauses 1.2, 1.3 of article 9 of the Federal Law of 08.08.2001 No. 129-FZ, Letter of the Federal Tax Service of 08.19.2013 No. ND-3-14 / [email protected]).

In the application form No. P14001, you must fill out:

• title page;
• sheet K for the general director whose powers are terminated (in section 1, as the reason for entering information, put 2 “Termination of powers” ​​and fill out section 2 for the “old” general director, indicating the information contained in the Unified State Register of Legal Entities);
• sheet K for the new general director (in section 1, reason 1 “Assignment of powers” ​​is indicated and section 3 is filled in for the new head);
• sheet P for the new general director, who acts as the applicant.

The state duty is not charged when changing the general director.

The change of the general director of an LLC can be either planned (related to the expiration of the contract) or early (before the deadline at the initiative of the employee or employer).

IMPORTANT!

Since 09/01/2014, the company may have several general directors (clause 3 of article 65.3 of the Civil Code of the Russian Federation). Powers of sole executive body can be divided into several persons. The legal entity can decide for itself how these employees will act: jointly or independently of each other, and what powers each of them should exercise.

This fact must be reflected in the Unified State Register of Legal Entities.

Change of director in LLC - step by step instructions 2020

1. Making a decision to change the CEO

Replacing the head of the company (for any of the reasons) is possible on the basis of a decision general meeting founders or the sole member of the LLC.

This fact must be fixed either , or this requires .

If the contract is terminated ahead of schedule by the decision of the owners, the general director is entitled to a payment in the amount determined by the contract, but not less than three average monthly earnings (Article 280 of the Labor Code of the Russian Federation).

2. Termination of the employment contract

The contract with the current head of the company must be terminated under the relevant article of the Labor Code of the Russian Federation (Article 77,,, 278 of the Labor Code of the Russian Federation).

The procedure for changing the CEO in LLC 2020 begins with:

Personnel - about dismissal

General (for the company) - about the removal of powers.

There is no obligation in the laws governing the activities of the Companies to formalize the transfer of cases upon a change of director. For the most correct registration of the process, it is worth providing some documents.

In the act of acceptance and transfer of documents when changing the director, you must enter:

constituent and registration documents of the company;

primary accounting documents, including certificates in respect of real estate objects owned by companies;

contracts related to the financial and economic activities of the company;

licenses issued to the company;

registers of powers of attorney issued by the company to perform legal and other actions on behalf of and / or at the expense of the company, promissory notes issued by the company and / or endorsed by the company, guarantees issued for the performance of obligations by third parties;

quantitative description personnel documents(in the absence of a person responsible for personnel records management);

other documents that are in the operational functionality of the General Director.

actual material assets held by the head;

keys, passwords, access algorithms, etc.

In the event of litigation or other disputes, this document will help to delimit the areas of responsibility of the two leaders.

3. Conclusion of a new employment contract

A fixed-term contract is concluded with the new leader for a period specified in the decision or protocol.

Most often, the maximum period of its validity is limited to 5 years (Article 275 and Clause 2, Part 1, Article 58 of the Labor Code of the Russian Federation).

On the part of the company, a contract can be concluded with the general director either by one of the founders (representatives of the board of directors or other managing body of the company), or by the general director himself.

This fact must also be recorded by two orders:

Personnel - about hiring

General (for the company) - on appointment and acceptance of powers

If the business owners decide to extend the employment relationship with the current manager, then this fact is also possible only by terminating the old employment contract and new conclusions. The same applies to the change of director in an LLC with a single founder.

It is impossible to extend the employment contract with the CEO by concluding an additional agreement.

The contract can be either fixed-term or indefinite. If it does not terminate after its expiration, it automatically becomes indefinite.

Therefore, the conclusion of an additional agreement indicating a new term is not correct and has no legal force.

IMPORTANT!

If the charter of the organization specifies a period of more than five years, this contradicts paragraph 2 of part 1 of Art. 58 of the Labor Code of the Russian Federation.

The court may interpret the provisions of the Labor Code of the Russian Federation in a different way. So, for example, the Moscow City Court pointed out: “an increase in the amount established in paragraph 2 of part 1 of Art. 58 of the Labor Code of the Russian Federation, the term is possible if the constituent documents of the organization provide that the term of the employment contract with the head of the organization may exceed 5 years ”(determination of the Moscow City Court of July 15, 2010 in case No. 33-19173). In this example, we are talking about LLC, but this justification can be applied to JSC. This position of the court is ambiguous and, perhaps, in another case there will be a different interpretation of the code.

4. Notification of the tax office (FTS)

It is necessary to send the relevant documents to the tax office when changing the director of the LLC. To do this, you need to fill out the established one, certify it with a notary and transfer this document to the tax office. After this, the changes will be reflected in the Unified State Register of Legal Entities within 5 days.

It is necessary to fill out the data form P14001 very carefully, since,. if there is at least one error in the document, it is possible to refuse to make changes.

Documents must be submitted to the Federal Tax Service within 3 business days after the change (clause 5 of article 5 No. 129-FZ of August 8, 2001 "On state registration of legal entities and individual entrepreneurs".

For violation of this period, a fine of 5 thousand rubles may be imposed (part 3 of article 14.25 of the Code of Administrative Offenses of the Russian Federation).

Rest government bodies, for example, extra-budgetary funds (FSS, MHIF, PFR) do not need to be notified. These organizations receive information about the replacement of the CEO in electronic form automatically through the system of interdepartmental interaction.

The state duty when changing the director of an LLC in 2020 (when submitting form P14001) is not paid. Payment of the state fee is subject only to amendments to the statutory documents of the enterprise.

If there is a change of director and a change of legal address at the same time (for example, this address corresponds to the place of residence of the head), then this fact will also need to be reflected in the P14001 form.

If legal address fixed in the statutory documents of the company, then information about the changes is also submitted through the form P13001. In this case, payment of the fee is required.

The decision to change the location is made on the basis of the minutes of the meeting of the founders of the LLC.

5. Bank notification

A frequently asked question when changing a director: is it necessary to renegotiate agreements with banks and counterparties? No no need.

The bank must record the signature of the new manager, as well as all his personal data.

There is no statutory notice period. But it is in the interests of business to notify the bank immediately after the change. Most often, it is the CEO who has the right to sign payment documents. Therefore, from the moment of termination of the powers of the previous head, it will be impossible to carry out banking operations.

If an early change has occurred, then until the notification, the bank will carry out operations in accordance with the current card.

To make changes, you need to present to the bank documents confirming the change of head:

change certificate,

extract from the Unified State Register of Legal Entities,

decision to appoint a new CEO

order to take office.

Banks may require other documents, for example, a certificate of TIN, PSRN or the current charter of an LLC.

6. Notification of counterparties

It is also not required to renegotiate contracts with counterparties. Moreover, the notification of counterparties about the change of the head of the company is not a mandatory procedure, except when this notification is indicated in the concluded agreement.

But in order to avoid possible informational and documentary misunderstandings, it is worth sending a free-form notification of this change to counterparties.

There is no need to sign additional agreements with counterparties in connection with the change of the CEO. Change of manager is not a change of details legal entity. It's just a change of authorized representative.

It is worth writing and sending out such a document only after the fact of the dismissal of the old general director and the assumption of a new one has already been fixed in the Unified State Register of Legal Entities.

IMPORTANT!

In the event of a change in the personal data of the General Director (passport data, full name, registration address), the following steps of the above algorithm must be performed:

1. Step 3 (sign an additional agreement on changing personal data, in case of a change of surname, issue an order to the company about it).

2. Steps 5 and 6

Step 4 is not required by law.

After changing the passport, the bodies of the FMS (Federal Migration Service) are obliged to notify all state bodies of such changes, including the Federal Tax Service (Federal Law N 129-FZ, Chapter II, Article 5, clause 4, fifth paragraph).

The P14001 application does not need to be filed in this case. Since July 04, 2013, there are no columns on passport data in this application.

During the operation of an LLC, situations may arise when a change of the general director is required. This procedure is not very difficult, but has some nuances. The advantage is that there is no need to make changes to founding documents, since there is no information (personal data) about the director there. Minus - the tax office will have to be notified in any case. To figure out how to change the director in an LLC correctly, you need to carefully study the procedure.

Change of director in an LLC: step-by-step instructions-2017

How to change the director in an LLC, detailed instructions:

1. Gene change. director begins with the search for a new candidate for the position. This may be a third party or the founder of the company.
2. A meeting is held and a protocol is drawn up on the appointment, as well as the removal of the old director.
3. Carry out the personnel procedure for the dismissal of the old director. A letter of resignation and a terminated contract are filed in his personal file.
4. The change of director of an LLC is accompanied by the submission of a certain package of documentation to the tax office. There are three options for submitting a package of papers:
   • Self-submission of documents by the new director to the body.
   • Delivery of papers through a representative. Then, the new director draws up a notarized power of attorney to represent interests.
   • Sending documentation by mail. This method is not entirely convenient, since the papers go to the tax office for a long time and can get lost.
5. The change of the CEO in 2017 is actually considered to be completed from the moment the documents are received after registration. Usually, this happens five days after the acceptance of the package of papers by the inspection.
6. After registering the change of director for a new employee, an order is issued to take office. The new director takes up duties from the moment of registration with the tax office.

How to change directors in LLC step-by-step instructions additionally include a detailed description of the procedure for collecting documentation.

Documents for the replacement of the general director of LLC

Before going to the tax office, you need to carefully prepare: study the procedure for changing the director in an LLC and collect a complete package of documents. This is done in several stages:

1. First you need to order an extract from the Unified State Register of Legal Entities. It is made within five days and is also valid for 5 days.
2. An application is being made. What form to fill out when changing the director, approves the order of the Federal Tax Service of the Russian Federation dated January 25, 2012 NMMV-7-6 / [email protected](as amended on May 25, 2016). This is Form P14001. Since the signature of the new director on the application must be notarized, in order for the general director to be replaced in the LLC, you must first visit a notary.
3. The signature verification procedure costs about one thousand rubles. Tariffs are set individually at the regional level.

In order not to go to the notary twice, you can certify the signature of the new director immediately on the account card. An account card is requested from the bank. Since there are persons in the LLC who have the right of a second signature, they can be immediately entered into the card and certified by a notary. The notary must provide a package of papers:

• passport of the new leader;
• application form P14001;
• extract from the Unified State Register of Legal Entities;
• minutes of the meeting;
• the articles of association and all amendments thereto;
• protocol for the creation of an LLC;
• TIN, OGRN of the company.

If the signature on the account card is immediately certified, you must also take a seal. At the same time, the signature and seal is put in the presence of a notary.

The notary checks all the submitted documentation and staples the application. The new director puts his signature on it, and the notary certifies it.

1. Direct delivery of a package of papers to the tax authority. In order for a legal change of director to take place, the following documents are needed at the Federal Tax Service Inspectorate:
   • An application that the notary flashed and certified.
   • Meeting minutes.
   • Power of attorney, if the papers are handed over by an authorized person.

After the submission of the documentation package, the applicant receives a receipt on acceptance of the documents.

After registration, where to send notifications

How to change the CEO in an LLC is not the only topic of interest when replacing a leader. Is it necessary to notify the FIU and the FSS that the change of the general director in the LLC has been made? No. Previously, such a requirement was indeed present in the legislation, but the current version of Article 11 of the Federal Law of 08.08.2001 No. 129-FZ does not require this. In this case, after registering with the tax office, you need to perform a few more actions:

1. It is necessary to redo the bank account documents. This needs to be done as quickly as possible. A new director or his representative can go to the bank. You need to take the following documents with you:
   • A fresh extract from the Unified State Register of Legal Entities - it was requested to verify the signature.
   • Account card - it was also prepared simultaneously with the verification of the signature.
   • Appointment order. It is signed by the new leader himself.
   • Minutes or appointment on the decision to appoint the director of the founders.
   • Power of Attorney, when documents are handed over by a representative.
2. In addition, the change of director is accompanied by a mandatory notification of counterparties, partners and clients about this fact.

Note that now individual banks are minimizing the package of documents, and not everyone can request a complete package of the above documents, in particular, a number of banks do not require notarization of cards with signatures, and certify them on the spot, the main thing is that the director, whose signature will be on the card , came personally to the bank, and employees of the credit institution will assure it on the spot. What specific requirements are in your bank, you need to check with the bank itself.

When you start to wonder how to arrange a change of director in an LLC, it is recommended that you first carefully study the general procedure. If you follow the instructions, errors are excluded. Accordingly, everything will be done correctly and quickly. If we take into account that the extract from the Unified State Register of Legal Entities is prepared for 5 days and the registration itself takes place at the tax office in 5 days, then in total the re-registration will take no more than two weeks.

Step-by-step instructions for changing the director of an LLC in 2020 consist of 4 steps: 1) making a decision; 2) filling out the form Р14001; 3) registration of changes in the Tax; 4) receipt of documents.

In almost every organization, sooner or later there is a change of leadership. For example, the CEO wanted to quit, or the co-owners of the business, dissatisfied with the work of the first person, decided this on their own initiative. If this happens for the first time in an organization, you need to know about the legal procedure in such a situation. Consider the step-by-step procedure for changing the CEO in an LLC (2020).

Re-election of the CEO in a multi-member company

The issue of changing the general director of the company may be under the jurisdiction of both the board of directors and the general meeting of participants - it all depends on corporate structure legal entity (clause 2, part 2.1, article 32). But most companies have a simple structure of one or more co-founders, without a board of directors. Our step-by-step instructions are for such companies. The procedure consists of several steps:

1. making a decision by the participants of the LLC;
2. filling out the P14001 form and verifying the correctness of the signature;
3. submission of information to the registration authority;
4. receiving ready documents.

Now about the details of each stage of changing the general director of an LLC.

Step-by-step instructions for changing the director in an LLC 2020

Step 1: decision making by LLC participants

The founders of the company, in the order of the ordinary or extraordinary general meeting, must terminate the powers of the outgoing general director and appoint a new one. By virtue of par. 3 hours 8 art. 37 of the Federal Law "On LLC", a majority of votes is required to make these decisions. But the charter may contain increased criteria - 2/3 or ¾ votes, or a unanimous vote of the co-founders on the candidacy of the head.

It is necessary to take into account paragraph 3 of part 3 Art. 67.1 of the Civil Code of the Russian Federation: the decision of the participants must be confirmed by a notary. There is no exception for changing the general director in an LLC. Legal entities, as a rule, prescribe in the charter a refusal to participate in meetings of a notary and establish an easier way to confirm the fact of a decision: signatures of all those present in the protocol, signature sole founder in a decision, etc. If you have not found such a clause, then you will have to invite a notary to the general meeting of founders.

Step 2: filling out the P14001 form and verifying the validity of the signature

You need to fill out the application form P14001, which is signed by the newly appointed CEO. You can download the form at the end of the article. step by step instructions on filling out this form, you can find in order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/ [email protected] "On approval of the forms and requirements for the execution of documents submitted to the registration authority during the state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises" (section I - General requirements to design and section VII- on the procedure for filling out the form Р14001). Sample form filling (prepared using the commercial version of ConsultantPlus)

1. On the title page, the full name of the LLC and its identification codes

2. Be sure to specify the correct reason code for changing information:

4. The most important sheet "K" contains information about the old and new head of the organization. In addition to his last name, first name and patronymic, passport data, place of registration and actual residence, date and place of birth should be indicated. The entire sheet has two pages.

The final sheet "P" is intended for the applicant's receipt and the notary's mark on the certification of data. It is filled in by the new head of the LLC.

Then the newly elected leader with a passport must come to the notary to certify the signature in the application P14001, submitting a package of documents of the legal entity:

• protocol or order on the appointment of the general director;
• company charter;
• certificate of assignment of OGRN

Step 3: submission of information to the registration authority

The procedure for registering changes in the Unified State Register of Legal Entities obliges to submit information to the tax office no later than 3 working days from the date of drawing up the protocol on the change of the general director (part 5 of article 5). It is necessary to apply to the Federal Tax Service at the place of registration of a legal entity.

The change procedure provides for the submission of the following documents (clause 38 " methodological recommendations for the performance of certain types of notarial acts”, approved. by order of the Ministry of Justice of the Russian Federation of March 15, 2000 No. 91):

• an application in the form P14001 with a notarized signature of the new general director;
• a notarized power of attorney for a representative (if it is not the head himself who applies to the tax office, but another person), or a notarized copy of it (paragraph 2, clause 1.4, article 9 of FZ-129).

Step 4: getting ready documents

The term for entering into the Unified State Register of Legal Entities information on the change of the general director of the organization is 5 working days (part 1 of article 8, part 3 of article 18 of Federal Law-129). From January 1, 2020, confirmation of changes in the register of legal entities is the entry sheet of the Unified State Register of Legal Entities in the form No. P50007. This sheet may be obtained by the General Director or his representative at notarized power of attorney. Until these changes are made to the Unified State Register of Legal Entities, the old director is valid for all state, including the judiciary, and continues to be liable under the law.

Change of director in an LLC with a single founder

For companies with a single founder, changing the general director to an LLC is somewhat easier: there is no need to hold a general meeting. Instead of the minutes of the general meeting, the sole founder of the LLC signs a decision on the re-election of the head of the legal entity. A notary is not required to certify the decision of the sole founder by a notary, and it doesn’t matter what is indicated in the charter on this matter (clause 1.3. letter of the Federal Tax Service of Russia dated December 28, 2016 No. GD-4-14 / [email protected]).

Information about the change of participants (founders) of the LLC and the change of the general director (a person acting without a power of attorney) shall be entered into the Unified State Register of Legal Entities within the time limits established by law, namely, within three business days from the date of change of the relevant information.

The procedure for changing LLC participants

A change in the composition of LLC participants can be formalized in several ways, the most common of which are the following:

• By direct sale of a share (part of a share) to a third party;
• By selling a share to another participant (participants) and leaving the company;
• By accepting a third party into the company (through an increase authorized capital);
• By exiting a participant from the company (if at least one participant remains in the company).

Sale of a share in LLC

The sale of a share to a third party or another participant (participants) of the company is characterized by the fact that from January 1, 2016 such a transaction is subject to notarization(previously - only when the share is transferred to a third party). The applicant here is the seller of the share.

At the same time, when concluding a notarial agreement, the notary checks the seller's authority, the legality of the basis for acquiring his share (or part of it) and the completeness of its payment. Both title documents and information contained in the Unified State Register of Legal Entities at the time of the transaction are requested (in the form of an electronic extract received by the notary on the day the transaction is certified). The list of such title documents is closed and is not subject to broad interpretation by the notary himself. In particular, depending on the basis for the acquisition, the notary may request: a contract of sale, a decision of the sole founder, an agreement on establishment or a memorandum of association signed by the founders before 07/01/2009, a certificate of inheritance, a judicial act, as well as protocols of the company on an increase in the authorized capital, distribution of shares (for a complete list, see clause 13.1 of article 21 federal law No. 14-FZ "On companies with limited liability» dated 08/02/1998 (as amended on 12/29/2015).

It should be noted that any transactions with LLC shares, and not just a sale agreement, are subject to notarization. That is, the donation of a share (part of a share) to another participant or a third party is also subject to notarization.

When choosing a method for the alienation of a share, it is important to keep in mind the possibility of tax liabilities arising as a result of a transaction from a person who received income in cash as a result of such a transaction (the seller of the share) or benefit in kind in the form of a donation (the donee). In order to take into account all tax risks, it is recommended in these cases to consult an accountant or a tax specialist.

Notarial certification of the transaction is not required in exceptional cases, for example, when selling a share at a public auction, in court, transferring a share to a company, distributing a share between participants, transferring a share by inheritance, etc.

Features of the execution of the purchase and sale transaction in favor of a third party is that from January 1, 2016, a participant who wants to sell a share (part of a share) to a third party sends to other participants in the company and to the address of the company itself in writing notarized offer, containing an indication of the price and other conditions of sale. Participants may exercise the pre-emptive right to purchase a share within at least thirty days from the date of receipt of such an offer by the company. If the company consists of a single participant, this right is not exercised, since the only participant is not entitled to withdraw from the company without transferring his share to another person.

After certifying the contract or accepting the irrevocable offer, the notary, within two working days, sends an application to the registration authority in electronic form for entering the relevant information into the Unified State Register of Legal Entities. This statement can still be prepared by the participants in the transaction themselves or with the help of qualified specialists.

The transfer of a share to a third party on the basis of a notary agreement seems to be the most appropriate for both parties to the transaction, especially in cases where there is a risk of a dispute between the participants or the share is sold at a market price different from the nominal one, or the transaction is concluded under the condition, with payment by installments, or when the presence of a preliminary agreement, or when the transfer of a share is executed in several stages, or when there are other special conditions for the transaction. Also undoubted advantage the fact of notarization acts, since the notary acts as a guarantor of the legal purity of the transaction, checks the legal capacity of the seller and the buyer and their free will, as well as all legal grounds for the alienation of the share. In addition, such an agreement comes into force from the moment of notarization, which means that the buyer can decide on the reappointment of the general director simultaneously with the execution of the transaction. In addition, the notary himself, and not the general director, sends the contract to the registering authority, so there is no doubt that the state registration of such changes will be successful.

The downside of processing a transaction through a notary agreement may be the high cost of notary services, as well as the need to obtain a notarized consent of the spouse (wife) for the sale and purchase of a share, or the need to collect a large set of title documents. In such cases, a different registration method may be chosen.

Change of participants through an increase in the authorized capital

As before, you can transfer your share to a third party through the introduction of a new person into the company and the exit of the current participant (this method is also called the sale of a share through an increase in the authorized capital). This method is implemented as follows:

• At the first stage, a third person is admitted to the company on the basis of an application and the authorized capital is increased by making a contribution (provided that the acceptance of a new person is not prohibited by the company's charter). Such a decision is made by all participants of the company unanimously and from January 1, 2016 is subject to notarization by virtue of a direct indication in the law, even if the charter provides for a different way of confirming decisions. Moreover, the position of the tax authority is such that not only the minutes of the general meeting are subject to notarization, but also the decision of the sole participant, if it is taken on the issue of increasing the authorized capital.
  Contributions must be paid in full. To draw up the necessary decisions, it is better to contact a specialist, because, for example, if the deadlines for making a contribution stipulated by law are not observed, the increase in the authorized capital of the company is recognized as failed.

• The second stage formalizes the withdrawal of a participant from the company on the basis of an application and the transfer of his share to the company, as well as its further distribution among the remaining participants / acquisition by the sole participant.

Member's withdrawal from the company

When talking about the withdrawal of a participant from an LLC, the following main points should be remembered:

• A participant in an LLC has the right to withdraw from the company by alienating his share to the company, regardless of the consent of other participants or the company itself, only if such a right is expressly provided for by the charter.
• Withdrawal must be certified notarized.
• It is not allowed to withdraw from the company of a single participant, as well as an exit, as a result of which not a single participant remains in the company.
• When leaving the company, the participant must be paid the actual value of his share (or its paid part), determined on the basis of accounting data for the last reporting period preceding the date of filing the application, or, with his consent, property of the same value should be given out in kind, within three months, unless a different period and procedure are provided for by the charter. In turn, the income received by such a participant in the form of the actual value of his share is subject to taxation in accordance with the rules of the Tax Code of the Russian Federation.

The procedure for changing the general director of an LLC

When changing the general director of an LLC (a person entitled to act without a power of attorney), the new head acts as the applicant in the registering authority. He has the right to sign an application for entering information into the Unified State Register of Legal Entities from the moment of his appointment (election) and acts on the basis of the minutes of the general meeting of participants or the decision of the sole participant, drawn up in writing. A person under a power of attorney on behalf of the head, including a notary, cannot act as an applicant.

At the same time, it should be taken into account that the decision made by the sole participant or the minutes of the general meeting on the change of the general director from January 1, 2016 must be confirmed by a notary (certify by a notary), or using other confirmation methods (for example, by signing the minutes by all participants or keeping a record of the meeting, etc.). This method can be fixed in the charter or spelled out in the protocol itself as a separate paragraph. For more information on how a participant confirms a decision, see Overview of changes to the Civil Code of the Russian Federation. However, very often in practice, we are faced with the fact that notaries, in order to certify the signature and certify the powers of a new director, want to see the minutes of the general meeting on his election or the decision of the sole participant, confirmed precisely by a notary.

If the general director changes at the same time as the change of LLC participants, the following nuances must be borne in mind:

• If the composition of the participants changes on the basis of an agreement or other transaction that is subject to notarization, the decision to appoint a new director can be made immediately, but it is advisable to submit the application to change the director to the registering authority a few days later - this is due to the peculiarities of the consideration of documents by the registering authority.
• If the composition of participants changes through an increase in the authorized capital, the applicant for such changes for the registering body may already be a new director, in which case the decision on his appointment is made by the old composition of participants simultaneously with the decision on the issue of increasing the authorized capital of the company.

Thus, the current legislation on LLC allows for a change in the composition of the company's participants in several available ways. Each of them has its pros and cons. For competent registration, it is recommended to obtain legal advice, as well as take into account the risks of taxation.

Our specialists will help you not only competently formalize legal relations related to the shares of an LLC, but will also take care of all the re-registration, including the preparation of a complete set of documents, legal audit, support at a notary public and representation of your interests in the registration authority.

To get advice from a specialist in registration of a change in the composition of participants or the general director of an LLC, please contact our office or fill out the form below.