What is the difference between the founder and the CEO. Who is the head of the organization, the CEO or the founder. List of required documents

The situation when general manager and the founder is one person, not uncommon. This is not prohibited by law: one person can establish a company. How to formalize an employment relationship? Do I need to conclude labor contract? How to pay for labor and not be mistaken with taxes? Webinar participant question about cash transactions: in the company, the CEO and the founder are the same person. How to conclude an employment contract. Is it obligatory to calculate and pay the salary to the general director. Is it possible to take the salary of the CEO into expenses. Should the salary be the minimum, or whatever the company can afford? Webinars for accountants at Kontur.School: changes in legislation, features of accounting and tax accounting, reporting, salary and personnel, cash transactions.

Advantages of an LLC with one founder - he is also a director

Management in an LLC Can the founder be a director of an LLC Founder and CEO in one person: employment contract Law enforcement practice: TD with a director in an LLC with one participant (he is also a director) Founder and director are one person: risks The only founder is a CEO in 2 societies Management in LLC The Civil Code of the Russian Federation directly provides for both the possibility of establishing an LLC by one founder, and the admissibility of the operation of an LLC, originally established by several persons, in the future with one participant. This can happen either as a result of the disposal of the rest of the founders from the LLC over time, or in the case of the acquisition by one person of 100% of the shares of the LLC (Part 2, Article 88 of the Civil Code of the Russian Federation). If in business practice the term “founder of an LLC” is usually used, the legislator prefers to use the term “member of an LLC”.

Is it obligatory to appoint a general director at the LLC

Any check will reclassify such a payment of dividends into a salary with all the ensuing tax consequences. How to account for the salary costs of the founder's director? Is it possible to take the founding director's salary into account as part of labor remuneration expenses, because, as for general cases, the accrued salary is taken into account as part of expenses (clause 1 of article 255 of the Tax Code of the Russian Federation)? The fact is that labor relations take place, since the employee is actually admitted to work, regardless of whether the contract is concluded "on paper" or not (part 2 of article 16, article 19, part 2 of article 67 of the Labor Code of the Russian Federation) ... Therefore, it can be assumed that this clause of the Tax Code is applicable in this case, even if a written agreement with the CEO - sole founder was not concluded.

What is the Difference Between a Director and a CEO

Attention

In practice, this body / position is most often referred to as “CEO”, although other names are also encountered.

• The sole executive body together with the collegial executive body (usually the names "board" or "directorate" are found).
• Management company - other entity acting as an executive body.
If the founder and director of an LLC coincide in one person, the 1st option of organizing the executive body is usually used. The main governing body of the LLC is the OSU, it makes decisions on the most important issues of the operation of the LLC. The competence of the OSU is determined by Art. 33 of the Law "On Companies with limited liability"Dated 8.02.1998 No. 14-FZ (hereinafter - Law No. 14-FZ).

Founder and CEO rolled into one

The issue of delimitation of competence is resolved as follows:

• the powers of the participant are determined by the charter of the LLC;
• all other issues are resolved by the General Director on a leftover basis (in the absence of a board of directors in the management system).

For an LLC with one participant (he is also a director), the rules of Law No. 14-FZ on interested-party transactions do not apply and major transactions(part 1, clause 5, article 45 and part 1, clause 9, article 46 of the said law). In an LLC with a single participant, there is no conflict of interest, it is simply in administration and from a management point of view resembles an individual entrepreneur. However, legally, there are significant differences between an individual entrepreneur and such an LLC.
IMPORTANT! The advantage of an LLC over an individual entrepreneur is limited liability. When creating an LLC, an individual transfers to him a part of his property, and with this property the LLC is liable for its debts.

General director of llc: issues of registration, registration, change

In an important definition of the Armed Forces of the Russian Federation of February 28, 2014 No. 41-KG13-37, it was concluded that such labor relations are governed by general provisions TC (recall that Chapter 43 of the TC does not regulate them). This point of view is confirmed in clause 1 of the resolution of the Supreme Arbitration Court dated 2.06.2015 No. 21). In a number of court decisions, it was concluded that labor decisions arise on the basis of the decision of the sole participant, while the registration of the TD is not required (definition of the Supreme Arbitration Court of 5.06.2009 No. VAS-6362/09).

Info

The founder and the director are one person: risks How can an entrepreneur be in such a situation? There is no definite answer. But we believe that the risk of adverse consequences is much higher in the absence of a TD with a director. Rostrud, which is a control body in the labor sphere and is entitled to carry out inspections, impose administrative penalties, as mentioned above, often changes its point of view on this issue.

Can a founder of an LLC be a director?

Law No. 14-FZ, the sole executive body of the company (general director, president and others) is elected by the general meeting of the company's participants for a period determined by the charter of the company. The sole executive body of a company may also be elected not from among its participants. The agreement between the company and the person performing the functions of the sole executive body of the company is signed on behalf of the company by the person who presided over the general meeting of the company's participants, at which the person exercising the functions of the sole executive body of the company was elected, or a company participant authorized by decision general meeting members of the society.

Thus, the imposition of the functions of the executive body of the same company by the sole founder of a company does not contradict either legal regulations, nor the provisions of the charter of the company.
How to "call" the head of the enterprise Between the head of the enterprise and the enterprise there is a contractual relationship. They are regulated by federal laws, including: the Labor Code of the Russian Federation, federal laws "On Joint Stock Companies", "On Limited Liability Companies", as well as other regulatory and legal documents and acts approved by the subject of the Federation or territorial body local government. V constituent documents organization and, in particular, its charter should be spelled out how its leader will be called - individual exercising leadership and performing the functions of the sole executive body, as defined by article 273 of the Labor Code of the Russian Federation.

According to him, the founders can choose any name: director, general director, chairman or president - there is no difference, it does not change the essence in any way, the rights and responsibilities of the head do not depend on this either. The head of the organization is an individual who was elected to the position by the general meeting or who took it on a competitive basis. Therefore, you can choose any name, but you should still take into account the specifics of the work, area of ​​activity and production volumes of this particular organization.

If it is small, its leader can be called a director without any damage to his authority. But in the case when it is enough large enterprise, having, for example, several branches and subsidiaries, their managers can be called directors, and the general will be the one who carries out general management.

Is it obligatory to be a founder CEO or just a director

Note that this department in currently does not exist, and its successor - the Ministry of Labor - did not give an official explanation (there are only the above-mentioned consultations of Rostrud, a service subordinate to the Ministry of Labor and Social Protection).

• The Ministry of Finance believes that in this situation the TD is not concluded (letters dated 02.19.2015 No. 03-11-06 / 2/7790, dated 17.10.2014 No. 03-11-11 / 52558). At the same time, the accrued salary cannot be included in the composition of costs that lower the taxable base. The first of the above letters is applicable to organizations that are on the simplified tax system (simplified taxation system), the second - for enterprises paying the USNKh (agricultural tax).
• The judicial authorities are of the opinion that in such a situation, labor relations arise (resolution of the FAS ZSO dated 09.11.2010 in case No. A45-6721 / 2010 and a number of other precedents).

Thus, in this case, an employment contract with the general director as an employee is not concluded. The Ministry of Health and Social Development of Russia in a letter dated 18.08.2009 No. 22-2-3199 adheres to the same position: from the norm of Article 273 Labor Code it follows that the signing of an employment contract both on behalf of the organization and on its own behalf is impossible, since there cannot be the same signature on both sides, and the organization does not have another owner. But there are also court decisions. For example, in the resolution of the Federal Antimonopoly Service of the North-West District of May 19, 2004 No. А13-7545 / 03-20 it is said that in accordance with Art. 11 of the Federal Law of 08.02.1998 No. 14-FZ "On Limited Liability Companies" (hereinafter referred to as Law No. 14-FZ), a decision on the establishment of a company can be made by one person. According to paragraph 1 of Art.

Good evening!
The competence of these two bodies is different, Director, in accordance with Part 3 of Art. 40 FZ "On LLC"

3. Sole executive body of the company:

1) acts on behalf of the company without a power of attorney, including representing its interests and concluding transactions;
2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;
3) issue orders on the appointment of employees of the company, on their transfer and dismissal, apply incentive measures and impose disciplinary sanctions;
4) exercise other powers that are not attributed by this Federal Law or the company's charter to the competence of the general meeting of the company's participants, the board of directors (supervisory board) of the company and the collegial executive body of the company.

The Constituent Assembly (In your case, the Founder, if he is alone) Part 2 of Art. 2. The competence of the general meeting of the company's participants includes:

1) determination of the main directions of the company's activities, as well as making a decision on participation in associations and other unions of commercial organizations;
2) approval of the charter of the company, amending it or approval of the charter of the company in new edition, making a decision that the company will continue to act on the basis of a model charter, or that the company will not act on the basis of a model charter in the future, changing the size authorized capital society, company name, location of the company;

4) the formation of the executive bodies of the company and the early termination of their powers, as well as the adoption of a decision on the transfer of the powers of the sole executive body of the company to the manager, approval of such a manager and the terms of the agreement with him, if the charter of the company does not refer the decision of these issues to the competence of the board of directors (supervisory board) society;

5) election and early termination of the powers of the audit commission (auditor) of the company;
6) approval of annual reports and annual accounting balances;
7) making a decision on the distribution of the company's net profit among the company's participants;
8) approval (adoption) of documents regulating the internal activities of the company (internal documents of the company);
9) making a decision on the placement of bonds and other equity securities by the company;
10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
11) making a decision on the reorganization or liquidation of the company;
12) appointment of a liquidation commission and approval of liquidation balance sheets;
13) solution of other issues provided for by this Federal Law or the company's charter.

Based on clause 4, the Director is appointed by the meeting of founders.
It is up to you to decide which of them is "in charge".
Sincerely.

Full clarification on the topic: "who is the chief general director or founder of an LLC" from a professional lawyer with answers to all your questions.

The name of the position of the head of the organization is stipulated in the constituent documents and in connection with the normative reflection of the sole management body.

The principle of designating the head of the enterprise and building it labor relations with the company depends on a number of factors and functional areas of the company, as well as on the scale of production or other activities.

Director position description

A director is usually appointed by a person within a non-profit structure who has a range of management, control, representative and other functions to guide the organization.

The director's key responsibilities and area of ​​responsibility are directly related to the company's activities. For instance:

• The head of the transport organization ensures the safety of transportation and the creation of conditions for the working and rest regime of drivers. In some cases, he is responsible for licensing activities and providing special vehicles.
• In the sphere Catering The head of a canteen or a plant is personally responsible for the quality of cooking, compliance with technology, sanitary standards, and product safety.

Under his leadership, a collectively developed development strategy for the profile of the organization is being implemented, production and economic plans are being implemented, and financial and economic issues are being resolved.

He appoints deputies for the conduct of various areas of activity, delegates authority to officials for the management of branches, representative offices, divisions, sites.

Deputy heads are appointed in both non-profit and commercial structures, there are no restrictions on the use of this position. The following designations of positions have become familiar: Deputy Director

• for development;
• for educational work;
• on scientific and methodological work;
• public relations;
• on the administrative part;
• on general issues and etc.

In practice, in small limited liability companies with a minimum staff of employees, there is a combination in one person of the director and the founder, who additionally performs the role of an accountant or HR clerk. In such cases, they become not through competition or as a result of elections of the general meeting, but through self-designation.

Description of the position of the CEO

A person representing sole body management of a commercial firm, more often joint stock company or a limited liability company. He may be the owner, co-owner of the business, or, conversely, not have a share in the capital of the company, be an employee.

This designation of the position of a key figure is typical for developed multi-level structures, including several separate divisions.

Each independent enterprise or branch, representative office of the united group of companies is headed by a director who is responsible for the work of the component link.

The general may be subordinate to several directors who are empowered under the provisions on structural unit and a power of attorney to exercise leadership in any area. So, for example, in practice, we often meet the executive director, technical, development, financial, branch, commercial, etc. In fact, they are functional managers in the areas of activity.

The position of the CEO can be replaced by the laconic "president". This definition of leadership emphasizes the status and image of a large company or holding, the election of an honorary person.

Differences between them

From a legal point of view there are no fundamental differences between the names of the first persons in the management of organizations. V qualification reference books the positions of director, managing director and general director are designated as variants of names in a single group of enterprise managers.

The true differences in the use of terms emerge in practice.

You should pay attention to the scope of the company. In business, the key person is often referred to as the CEO, in non-profit organizations - the director.

The number of people in the organization, the hierarchy of different levels also affect the name of the leader. In small firms, the team is traditionally headed by a director. In large industry institutions, groups of companies, corporations or holding companies, the sole management body is represented by the CEO.

During the conclusion of transactions, the signing of contracts, one should pay attention to the powers of the person representing the company, no matter how he is named. The reflection of the rights of the head must be spelled out in the constituent documents of the organization or the power of attorney issued to him.

In the structure of any enterprise, there is always a manager. How exactly it is called, most often depends on the wishes of the founders and the charter of the enterprise. In the structure of an enterprise, the position of general manager may be called "director", "general director", "manager" or even "president". What is the difference? What is the difference between a CEO and a director, and what functional responsibilities has each of them? It can be difficult to figure out these issues on your own. So let's try to do it together.

What is the difference?

So what's the difference between a CEO and a CEO? You should not look for a fundamental difference in the names of these positions from a legal point of view. The practical use of concepts is important here.

First of all, the field of activity of the organization affects the formation of the name of each position: business or non-commercial activity. Most often it happens like this:

• the main figure in the structure of a commercial organization is the general director;
• leading position in non-profit organization- just a director;
• functional leader in a commercial firm - director (economics, human resources, public relations, finance, and so on);
• the same functions in a non-profit organization are assigned to the deputy director.

And what is the difference between a general director and a director in a structure, for example, an LLC? Everything here is built on a slightly different principle. Each limited liability company usually has a council. Each of its members is called a director, and the board as a whole, respectively, is called the Board of Directors. Among them, one chief is elected or appointed - the general director of the LLC. It is he who carries out the main strategic management, based on the opinion and wishes of the Board of Directors.

CEO: job features

To understand how the CEO differs from the director, let's try to make out what exactly this position is.

As we have already found out, the phrase itself is used to denote main position in management commercial organization... The general is not necessarily the same as the founding director. He may even be a hired employee and not participate at all in the share capital of the organization. Sometimes the name "CEO" is replaced by other terms. This is usually the president. But this definition is most often used to name the head of a group of companies, while the CEO is the sole leader of a separate organization.

Who prepares the job description?

In accordance with legislative framework, the general director is elected in accordance with the decision of the meeting of the Board of Founders. Based on the minutes of the meeting, an order is prepared to appoint a specific person to this position. In addition, the Board of Founders develops a special job description and an employment contract. It is worth noting that these documents are not drawn up for a specific person, but specifically for the position itself, regardless of who holds it. All working conditions and powers of the general director are prescribed there. Only after these documents are drawn up, an Appointment Order is issued, which is signed by the head himself. After that, the signature is also put on the contract and job description.

If we are talking about an LLC created by a team of founders, then the instruction is approved by one of the directors, authorized by the general decision of the Board. If there is only one founder of the enterprise, then all decisions are made and approved by him independently. The basis is the decision to establish an LLC, even if he himself is the general director.

Requirements for registration

The principles of work of each individual CEO may differ depending on the specifics of the enterprise. That is why the job description is being developed. This document reflects all the fundamental principles of work.

The job description usually contains the following sections:

• basic provisions;
• list of duties of the CEO;
• rights;

All work is carried out in accordance with this document. Amendments to this instruction is possible only by decision of the Council of shareholders (founders) of the enterprise.

"General" duties

Regardless of the specifics of the work of the enterprise, several main points can be distinguished, which are prescribed in the job description:

• The duties of the general director include general management of the activities of the organization and its employees within the powers specified in the local acts of the LLC. Such acts can be: charter, regulation, collective agreement, labor agreement and others. Naturally, in this case, it is imperative to comply with the norms of the current legislation of the Russian Federation.
• Adjustment of the effective work of the company in accordance with the developed production program, as well as with the involvement of all available resources.
• Maintaining an effective personnel policy, which will allow attracting experienced specialists to the company. The main role in the selection of employees, whose knowledge will contribute to increased profits and competitiveness, also falls on the manager.
• The duties of the general director include the development and implementation of new long-term plans and ideas that will enhance the competitiveness of the enterprise, improve its status and increase profits.
• Skillful use of the organization's assets to achieve the assigned task.
• Control in all areas of activity, compliance with the law.
• Development of internal acts of the organization with strict observance of the norms of the laws of the Russian Federation.
• Representing the interests of the company in interaction with legal entities, individuals, as well as self-government and executive authorities.

The general director also bears material and legal responsibility in the framework of administrative or criminal proceedings, compensation for losses in case of violation of the law, as well as damage to the status or property of the company in case of improper performance of his duties.

Who is a director?

As we have already found out, in some cases the term "director" may be identical to that discussed above. However, in Russian practice, it is most often used:

• to designate the position of a person responsible for the development of one of the functional areas of business (commercial, financial, development director, HR director);
• to designate the main management position in non-profit organizations (school director, park director, museum director).

In the latter case, the phrase “deputy director” is used to designate the head of the functional area. Although, of course, there are enough deputies in commercial structures.

Duties

The duties of a director usually include:

• organization and effective work all structural divisions;
• increasing the profitability of the company;
• approval of the staffing table;
• establishment of bonuses and allowances for employees;
• ensuring the fulfillment of obligations to suppliers, creditors and customers;
• delegation of control of certain areas of activity to heads of departments and branches;
• control of the work of the structure of the enterprise;
• ensuring compliance with the regime for saving financial and labor resources.

The director's duties also include:

• drawing up master plan production of the enterprise and its development;
• working out the organization's budget for the year, quarter;
• control over the accounting of expenditure and receipt of funds, the use of materials;
• control over compliance with financial discipline;
• compliance with the timeliness of filing reports to the relevant authorities.

What is the difference between a CEO's instruction and a mere director?

If the structure of the enterprise assumes the presence of both the general director and directors of directions, their job descriptions differ dramatically. The differences primarily lie in the delegation of authority and the level of responsibility.

• The general director represents the interests of the enterprise as a whole, and the director only within the framework of his division and powers.
• In this case, the director is appointed not by the decision of the Board of shareholders, but simply by the order of the general director.
• If there is a general director, there may be several positions of the director.
• The CEO controls and adjusts the activities of the entire organization as a whole, and the director only controls a separate area, for example, the financial part or sales.

Features of the director's activities in different areas of management

Despite the fact that every leadership position provides for approximately the same powers in different areas economic activity has its own characteristics. Therefore, in order to hold the position of director or general director in a particular area of ​​management, you need to have some specific skills.

• V medical organizations, for example, you cannot do without special education.
• The CEO in the trade or service sector must have a thorough knowledge of consumer protection legislation.
• CEO security company must be able to interact directly with the bodies of the Ministry of Internal Affairs.
• In the field of housing and communal services, the head must not only conduct a personal reception of citizens, but also closely interact with suppliers of raw materials for high-quality provision of the population with heat, water, electricity, and so on.

In general, everything has its own specifics, and the position of a director or CEO is not only a beautiful word and a lot of powers, but also a huge responsibility. Moreover, the “louder” the word, the greater the responsibility.