How to change a director in an LLC: step-by-step instructions
At the first change of the director in the organisation, it is necessary to familiarize yourself with the order of legal actions. Instructions for changing the director in LLC for companies with any number of participants are attached.
Instructions for changing the director of LLC
Step 1: Adoption of a decision by LLC participants and drawing up a protocol
LLC founders should hold a regular/extraordinary general meeting and terminate the powers of the current director and approve a new one. The decision to change the director is made by means of the minutes of the general meeting of participants or the decision of the sole participant. The decision requires a unanimous vote, majority of votes, or according to the criteria of the charter of the organisation, for example – 2/3 or 3/4 of votes. The signed minutes are then notarised, unless otherwise provided for in the Articles of Association.
Step 2: Submission of the P13014 application form
The newly elected CEO signs the completed P13014 application. The application must be submitted within three days of the decision. If it is submitted by a representative of the organisation, the new director needs to go to a notary and confirm the signature by providing the following documents:
- minutes or decision on the re-election of the director;
- the organisation’s charter;
- certificate of assignment of OGRN.
If the general director submits applications to the Federal Tax Service on his own and signs in the presence of an inspector, notarisation of the documents is not required. Sending an application form P13014 via the website of the Federal Tax Service also exempts them from the need to be notarised.
Step 3: Receipt of the finished documents
New information is entered into the Unified State Register of Legal Entities within 5 working days. The changes are confirmed by a record sheet in form No. R50007, which is received by a representative under a notarial power of attorney or by the new director of the organisation. Until the changes are made in the Unified State Register of Legal Entities, the replaced director remains in office and is liable under the law.
Change of the General Director of an LLC with a sole founder
According to the legislation, for the change of the general director in LLC with a single founder, a general meeting of participants is not required and is drawn up, instead of a protocol, a decision on the change of the head of the organisation is drawn up. The rest of the change of the general director of LLC with a single founder is identical to the procedure of change in an organisation with several participants:
- a decision on the change of the sole director is drawn up. The decision must be notarised. If the company’s charter does not require the decision to be notarised, the change of the CEO is possible without a notary;
- Application R13014 is filled in. The application is notarised when sent by post or through a representative. However, in case of electronic submission or personal signing of the application in the presence of a tax inspector, a notary is not required;
- Wait for the changes to be made in the Unified State Register of Legal Entities and receive the record sheet.
