Re-election of the CEO. Documents to the tax office when changing the head of the organization. Sheet N "Information about codes according to the All-Russian classifier of types of economic activities"

Almost every company in the process of its economic activity is faced with such a question as the dismissal of the director and the hiring of a new one. Despite the fact that the procedure for dismissing and hiring a director practically does not differ from hiring an ordinary employee, the head is the sole executive body and must be reported to the tax authority about his change. Moreover, this must be done within the time period established by law, otherwise a fine will be imposed on the society. In the article, we will consider the procedure by which the director is changed in the tax office and what documents will be required for this.

Why report a change of director to the tax office

Important! The director is the sole executive body, which has the right to act on behalf of the company, as well as in its interests.

The procedure for registration of a change of director in LLC

Important! If the head of the company changes, it is important not to allow the company to have two directors at the same time. That is, the dismissal of the former director has not yet taken place, but an agreement has already been signed with the new director. As well as the opposite situation is not permissible: the new director has not yet been appointed, and the previous one has already resigned.

When changing the director, registration takes place in the following order:

Preparation of the protocol general meeting participants (decision of the founder, if there is only one participant) to change the head. The following issues are indicated as the agenda:

termination of powers and termination of the employment agreement with the former director;
election and conclusion of an employment agreement with a new director.

Dismissal of the former director, adoption of a new director.
Prepare an application form P14001, certify it with a notary. In order to certify the P14001 form with a notary, you will need to have the following documents: TIN, PSRN, Charter, decision to change the director. Do you need an extract from the Unified State Register of Legal Entities for this purpose, you should find out from your notary, since some of them accept this document in in electronic format while others ask for information on their own. However, many notaries request a paper statement, so you should clarify this issue in advance.
To amend the change of director in the Unified State Register of Legal Entities. This must be done within 3 working days from the date of the decision. To do this, you will need to submit an application P14001 and a certain list of documents to the tax authority. If you violate the specified deadline for submitting an application, then the company will be fined 5,000 rubles (14.25 Administrative Code of the Russian Federation).
Obtain a list of the Unified State Register of Legal Entities, which will confirm the fact that the register has entered information about the change of the director of the company. The period during which the director is changed is 5 working days (Law No. 129-FZ "On State Registration").
Send a notification to the bank about the change of the head. The notification must be sent to the bank in which the LLC has a current account. For this, the following documents are provided:

Order on the appointment of a new head;
A card with samples of the new director's signature;
Record sheet for the Unified State Register of Legal Entities;
Protocol on the change of the head (decision of the founder).

Important! If the company's current account is connected to Internet banking, then you will need to generate a new electronic key.

Change of director in the tax office: documents in 2020

If you refer to the regulations for the provision public service on registration of changes (order of the Ministry of Finance No. 169n dated September 30, 2016, clause 22), then only application R14001 is indicated as the documents required for registering changes. But in practice, in addition to this document, you will also need to provide:

The decision to change the director of the company;
Order on the appointment of a new director of the LLC.

Important! The state duty for the state service for registering changes when changing the director is not provided.

The documents are submitted to the tax authority in which the company is registered... In large cities, there are separate tax offices that deal with registration. In Moscow, this is the Inspectorate of the Federal Tax Service No. 46.

How to fill out the P14001 form in 2020

The application for the change of director is filled in according to the R14001 form (approved by the Order of the Federal Tax Service No.ММВ-7-6 / [email protected] dated 25.01.2012). This document has 51 sheets, which are filled in depending on the type of registered changes.

Form filling rules:

the document is filled in only in capital letters;
the form is filled in manually with black ink, or on a computer (Courier New font, letter height 18p);
printing is on only one sheet.

When changing the director in the 14001 form, you must fill out the following sheets:

title page (information about the LLC is indicated on it);
K - 1 page, on which information is filled in for the former director;
К - 1, 2 pages, where information on the new director is filled in;
R - 4 pages on which information about the applicant is indicated.

The numbering of all pages is continuous, starting from the title page. V tax office only completed form pages are provided. You do not need to provide 51 sheets of the form.

Who submits an application to the tax office for a change of director

Quite an important question that worries the company when changing the head - who should sign the statement, the former director or the new one? After all, the former director has already lost his powers, while the new one simply does not have them yet. Previously, there was such a practice when the application was signed by the former director, since it was he who was the person entered in the state register. However, today this state of affairs is recognized as invalid, since it does not comply with the law on societies.

The powers of the former director are considered terminated from the moment of the decision to change the director by the participants of the company. Thus, the new director must sign the application, and the former has no relation to society.

Important! The applicant's signature on page 8 is affixed in the presence of a notary.

Certificate of acceptance and transfer of documents when changing the head

In case of dismissal, the former manager is obliged to transfer his affairs. The legislation does not establish requirements for the procedure for the transfer of affairs by the former director, therefore organizations can approve it independently and consolidate it in the local normative act OOO.

Registration of such a document is necessary, first of all, for the dismissed director. The act is signed by the former and the new director, and they can do this among themselves or in the presence of the owners of the company.

The decision to change the head, if the company has one founder

If the LLC is the only founder, then instead of the minutes of the general meeting, he draws up a sole decision to change general director... If the director is a hired person, and not the founder himself, then a simple dismissal procedure is carried out. If the only founder is a director, then he is not entitled to compensation under the contract.

Change of director and founder

Quite often, in an LLC, the director and the founder are one person. If he leaves, then some peculiarities should be taken into account.

Suppose there are two participants in an LLC, one of whom is the general director of the company and works under an employment contract. If he decides to resign from the position of director and leave the company and this is provided for in the charter, then this is not prohibited by law, since only one founder will remain in the LLC. For this, at the general meeting of the company's participants, a decision is made to change the director, as well as the withdrawal of the participant. This decision is formalized in a protocol. After that, an application is drawn up in form 14001, which simultaneously informs about the withdrawal of the participant from the LLC and the change of the general director. For this, the corresponding application sheets are drawn up. The application to the tax office is submitted within 3 working days from the date of the decision (drawing up the minutes of the meeting of the company's participants). Further, the procedure for making changes and registration will not differ from a simple change of the director of the company.

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 told in and described the procedure for making changes to the register when changing the legal address.

And how the change of the general director is registered in the tax office, we will tell in this material.

Change of director: deadlines for tax notification

The General Director of the LLC is the sole executive body of the company, which acts on behalf of the organization without a power of attorney, represents its interests and concludes transactions (Article 40 of the Federal Law of 08.02.1998 No. 14-FZ).

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

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

Please note that information about the General Director does not relate to the information reflected in the Charter of the LLC, therefore we are talking about making changes only in the Unified State Register of Legal Entities without adjusting the Charter (clause 2 of article 12 of the Federal Law of 08.02.1998 No. 14-FZ).

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

The notice of the 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 registering a change of director (clause 2 of 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 according to the form No. Р14001 "Application for amending the information about a legal entity contained in the Unified State Register of Legal Entities" (approved by Order of the Federal Tax Service of Russia dated 25.01.2012 No. ММВ-7-6 / [email protected]).

The applicant is already a new general director, his signature in the application must be notarized (clauses 1.2, 1.3, article 9 of the Federal Law dated 08.08.2001 No. 129-FZ, Letter of the Federal Tax Service dated 19.08.2013 No. ND-3-14 / [email protected]).

In the application form No. Р14001, you must fill in:

title page;
sheet K for the general director whose powers are terminated (in section 1, as a reason for entering information, you need to 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 "Imposition of powers" is indicated and section 3 for the new manager is filled in);
sheet P for the new CEO, who is the applicant.

The state duty for the change of the general director is not charged.

The step-by-step instructions for changing the CEO of an LLC in 2020 will be useful both for an independent procedure and for general acquaintance with the change procedure.

The manual has been updated and contains all the changes required in 2020.

How to change the CEO in an LLC step by step

General directors are elected by the founders of the company during the registration of the company for a period of 1 to 5 years, and sometimes for an unlimited period. But over the course of a company’s work, CEOs can change. In order to change the general director, it is necessary to hold a meeting of the founders; on the agenda is the issue of making a decision to change the general director in the company. After that, prepare a set of documents for the tax office, certify the application with a notary and register the shift with the tax office.

Let us consider in detail the step-by-step instructions for the procedure for changing the general director in the tax office.

First step, holding an extraordinary general meeting of participants

In order to fix the change of the general director of the company, it is necessary to convene a meeting of the founders of the company, at which a decision will be made to remove the previous general director from office and appoint a new leader to his place, a protocol is drawn up. If the founder of the company is in a single person, then the decision of the sole founder on the appointment of a new leader is drawn up.

Step two, preparation of documents for the tax

For a notary and subsequent submission to the registering tax office, you will need to prepare the following set:

It is necessary to accurately fill out an application in the form of P14001. The application does not need to be stapled and stitched with threads, as this will be done by a notary after it has been certified;

It is necessary to prepare the minutes of the meeting of the founders of the company on the change of the general director (in the case of 2 or more founders in the company) or the decision of the only participant if the company has one founder;
Order to revoke powers;
Order to appoint a new CEO.

Step three, certification of the application by a notary

After the procedure for preparing a complete set of documents, the new general director (since he is the applicant) must notary his signature on the application in the form of P14001 and if he personally does not submit documents to the tax office for registration, then draw up a notarized power of attorney to the authorized person. Before visiting the notary, you must print the prepared documents, take your passport, money and foundation documents for the company with you. It will not be superfluous to make an appointment with a notary in advance.

Despite the fact that the applicant is the new general director, some notaries, in order to avoid illegal actions, require the presence of the founders of the company in order to confirm the validity of the change of the general director of the company.

Step four, filing documents for registration with the tax

Registration of changes in Moscow is carried out only by one tax department: IFTS No. 46, which is located at the address: Moscow, Pokhodny proezd, household 3, building 2. Consider the fact that the tax one is in Moscow and there may be queues when submitting documents and receiving.

Within 3 working days after the decision to change the general is made, it is necessary to submit to the Inspectorate of the Federal Tax Service:

Application certified by a notary in the form of Р14001;
Decision or protocol.

There is no state duty for changing the CEO. Registration with the Federal Tax Service is carried out within 5 working days. After receiving the documents, the tax inspector will hand you a receipt, according to which you need to receive the documents on the sixth working day.

Step five, obtaining documents on the change of the CEO in the tax

On the sixth working day, if the application is filled out correctly, you will receive a new entry in the Unified State Register of Legal Entities in the tax office, which will contain information about the new manager.

In the event that inaccuracies or even the slightest mistakes were made during the preparation of the set, the tax office will refuse to register the changes, which most often happens when the changes are registered on their own. After receiving a refusal, all the above steps of the step-by-step instructions will have to be repeated, namely: again prepare a set for the Federal Tax Service and a notary, certify the application with a notary and apply for registration.

Step six, the procedure for changing the CEO at the servicing bank

In addition to registering the change of the head of the company with the Federal Tax Service, you need to register this action in the bank to change the signature and change the electronic digital signature. For the bank, you must provide:

the decision of the sole founder to change the general director or the minutes of the meeting of the founders of the company to change the management of the company;

an extract from the Unified State Register of Legal Entities or a record sheet in the Unified State Register of Legal Entities with the amendments, certified by the tax authority;
order to revoke powers;

order on the assumption of office of a new leader.

It is also necessary to certify the card with the samples of the signature of the new CEO. Some banks certify such cards on their own, and some accept only in a notarized form.

Assistance in changing the CEO

The employees of BUHprofi will provide you with the service of changing the general director and making changes to the Unified State Register of Legal Entities. We will arrange everything Required documents according to this step-by-step instruction (protocol of participants or decision of the sole participant, application in form No. Р14001, orders for withdrawal and taking into office), we will follow you to the notary, and then, using a notarial power of attorney, we will independently submit documents to the tax authority, and upon expiration Within 5 working days, we will independently receive the registration documents with the changes and deliver them to you.

The turnkey service cost is: 9 300 rubles (no additional fees, including notary services).An extract from the Unified State Register of Legal Entities is not required!

Notary services including certification of the form and drawing up a notarial power of attorney for filing and receiving documents without your participation: 4,300 rubles.

Our services: 5,000 rubles.

Delivery of the finished kit - free

The change of the general director of an LLC can be either planned (associated with the expiration of the contract) or early (before the end of the established period at the initiative of the employee or employer).

IMPORTANT!

From 01.09.2014 the company may have several general directors (clause 3 of article 65.3 of the Civil Code of the Russian Federation). The powers of the 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

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

This fact must be recorded either, or it is required for this.

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 an employment contract

The contract with the current head of the company must be terminated in accordance with 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 affairs in the event of a change of director. For the most correct registration of the process, it is worthwhile to provide for some documents.

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

constituent and registration documents of the company;

primary accounting documents, including certificates in relation to real estate objects owned by companies;

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

company licenses;

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 HR administration);

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

actual material values held by the head;

keys, passwords, access algorithms, etc.

In the event of court situations or other disputes, this document will help to delimit the areas of responsibility of the two managers.

3. Conclusion of a new employment contract

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

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

On the part of the company, both one of the founders (representatives of the board of directors or other governing body of the company) and the general director can conclude a contract with the general director.

This fact must also be recorded by two orders:

Personnel - about hiring

General (for the company) - about the appointment to the position and the assumption of powers

In case the business owners decide to extend labor Relations with the current leader, then this fact is also possible only by terminating the old employment contract and the conclusion of a new one. 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 general director by concluding an additional agreement.

The contract can be either fixed-term or open-ended. If it does not end at the end of its term, 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 indicated: “an increase in the amount established in paragraph 2 of Part 1 of Art. 58 of the Labor Code of the Russian Federation, the deadline is possible if in constituent documents the organization stipulates that the term of the employment contract with the head of the organization may exceed 5 years ”(ruling of the Moscow City Court dated July 15, 2010 in case No. 33-19173). In this example, we are talking about LLC, but this rationale can be applied to JSC. This position of the court is ambiguous and, possibly, in another case, there will be a different interpretation of the code.

4. Notification of the tax inspectorate (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 that, the changes will be reflected in the Unified State Register of Legal Entities within 5 days.

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

It is necessary to submit documents to the Federal Tax Service within 3 working days after the amendment (clause 5 of article 5 No. 129-FZ of 08.08.2001 "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 Administrative Code of the Russian Federation).

Other state bodies, for example, off-budget funds (FSS, MHIF, PFR) do not need to be notified. These organizations receive information about the replacement of the general director in electronic form automatically through the system of interdepartmental interaction.

The state duty when changing the director of an LLC in 2020 (when submitting the P14001 form) is not paid. The 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 the legal address is also recorded in the statutory documents of the company, then information about the changes is also submitted through the P13001 form. In this case, the payment of the duty is obligatory.

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 contracts with banks and counterparties? There is no need.

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

The notice period is not legally established. But it is in the interests of the business to notify the bank immediately after the change. More often than not, it is the CEO who has the authority to sign the payment documents. Therefore, from the moment of termination of the powers of the previous head, it will be impossible to perform banking operations.

If there was an early change, then until the moment of notification, the bank will carry out operations in accordance with the valid card.

To make changes, you need to provide the bank with documents confirming the change of the 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 TIN, OGRN certificate 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 the counterparties about the change of the head of the company is not a mandatory procedure, unless 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. A change of leader is not a change of requisites legal entity... This is just a change of the authorized representative.

It is worth writing and sending this kind of document only after the fact of the dismissal of the old general director and the entry into office of the new one has already been fixed in the Unified State Register of Legal Entities.

IMPORTANT!

In the event of a change in the CEO's personal data (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 for the company about it).

2. Steps 5 and 6

Step 4 is not required by law.

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

In this case, you do not need to submit a P14001 application. Since July 04, 2013, there are no passport data columns in this application.