Sample notification of counterparties about a change of general director. Notification of change of general director

Quite often, a legal entity changes its director, and in this case, a notification about the change of general director must be submitted to the Federal Tax Service. In this article we will talk about the nuances of filling out such a document. But we will talk specifically about the executive body of a legal entity, not about the exit/change of founders.

As in the case of a change of address of a legal entity, the form of notification of the replacement of the general director is established by Order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6/ The procedure for filling out and submitting the document is clearly regulated. But unlike changing details, it is not necessary to notify counterparties. All transactions are concluded on behalf of the organization and do not require re-conclusion.

Example of a notice of change of general director

Procedure for changing the general director

The previous director resigns in accordance with the labor legislation of the Russian Federation. On general grounds (at one’s own request, agreement of the parties, termination of an employment contract, employer’s initiative, etc.), or on special grounds (Articles 75, 278 of the Labor Code of the Russian Federation). By decision of the sole founder or in accordance with the minutes of the meeting of founders, a new general director or director is appointed (depending on the name of the position in the Charter). Then the order is issued.

Within 3 days, you must submit a notice of change of general director on Form 14001. It is advisable to have with you both the decision (minutes) and the order to appoint a new director. Otherwise, officials of the organization may be fined under Art. 14.25 of the Code of the Russian Federation on Administrative Offences.

Filling out the notice of change of general director

Like other similar notifications in the Federal Tax Service, form 14001 is filled out in Courier New font, 18 pt, in capital letters. The form can also be filled out manually, but only in capital block letters and black ink. Double-sided printing is not allowed, so each sheet is on a separate page.

All abbreviations are indicated in the appendix to the above order, as well as the codes of the constituent entities of the Russian Federation and personal documents. Words are not hyphenated if there is a letter at the end of a line, the next one begins with a space (as in the example where the name of a legal entity).

Pages are numbered in order, but only completed ones. This is the first sheet (title sheet), sheet K for the previous director, sheets K for the new director and all sheets R. They need to be printed, the rest are not attached.

Submitting notice of a change of general director

The notification is drawn up independently and signed by the notary by the new general director. Form 14001 is subject to certification by a notary, so you must have the charter, an extract from the Unified State Register of Legal Entities, a decision to change and other documents with you (it is better to check with a notary).

There is no state fee for filing a notification. The deadline for entering information into the Unified State Register of Legal Entities is 5 days. After making such changes based on the notification of a change in the general director, provide the information to the bank where the organization has a current account.

During the operation of any organization, a change in leadership may occur, and the new director faces a number of problems. One of these problems is notification of a change in the head of the company.

In this article you will find information on how to correctly compose this letter, to whom it should be sent and what should be indicated in it.

What kind of document is this?

The reasons for changing a manager can be completely different:

Director's wish.
Loss of trust in the leader.
His death.

In such cases, it is customary to write an information letter about the change of general director of the LLC and send it out legal entities cooperating with the company and some institutions.

To the tax office

It is worth writing and distributing this kind of document only after the fact of the dismissal of the old director and the assumption of office by a new one has already been recorded in the Unified State Register of Legal Entities (). Before this, the decision to change the manager has no legal force, and there is no point in writing such a paper.

An official letter should be sent to the tax office immediately. This is required by law. To do this you need to use a special one. No other documents will be needed, just this application.

The procedure for filling it out is as follows:

On the title page you will need to indicate the full name of the organization, its TIN and.
First page Lista K must be made in duplicate. On the first one, only the first and second sections are filled in. They give information about the old director. The second copy refers to the new manager. The third section is filled out on this sheet.
On sheet P information about the person who will submit the application to the tax service is provided. This could be the new head of the company or his representative. In the second case, you will need a notarized power of attorney.

Remember that such a letter should be sent to the tax office only when it is notarized. To do this, the new general director needs to contact a notary to witness his signature.

The step-by-step process of filling out the P14001 application is discussed in the following video:

Banks and counterparties

To notify counterparties and banks servicing the company's current accounts, the letter is written in free form. Banks need to be informed within three working banking days. Otherwise, the company will be charged a fine.

Writing a letter to counterparties is not legally obligatory, but to be on the safe side, it is better to inform them too, especially if the director was. This is a kind of good manners in the business world.

Although the information letter about a change of manager is free-form, business style, of course, must be adhered to:

The document must be written on behalf of the new head of the company. At the end there must be his signature, certified by a notary.
You should not specify the details of the reason for replacing the old director if you do not want to spread unnecessary rumors about the company. Here you can limit yourself to a short phrase. For example, “relieved from office due to loss of confidence.” If you wish, you don’t have to specify the reason for leaving at all. In fact, apart from the fact that the old manager was removed from office and a new one was appointed, nothing else needs to be indicated. All other information is given in the application.

A copy of the document on which it was decided to remove the previous director from office and appoint a new one should be attached to the document. You also need to attach decisions on dismissal and appointment to a position. From the details, it is enough to indicate the full name of the organization and email address.

Conclusion

Therefore, this letter is mandatory only for informing the tax office and banks. Moreover, it must be sent after the fact of the change of director has been confirmed in the Unified State Register and the signature of the new director has been certified by a notary.

Whether to notify counterparties or not is a personal matter for the new head of the company, but in order to maintain good partnerships and avoid awkward situations in the future, it is also better to inform them.

The General Director is the main actor, individually representing the executive body of the enterprise. He acts in the interests of the legal entity, and his powers are prescribed by the statutory documents. Information about the entity holding this post is entered into the Unified State Register of Legal Entities.

When concluding transactions, the company's counterparties must check the authority of the manager. And if there is a change of employee, then regulatory authorities and partners must be notified about this. And it doesn’t matter for what reason the change occurs: the dismissal of the general director at his own request or on the initiative of the owners of the legal entity, due to death or other circumstances.

Often a situation of so-called dual power arises, when one director has not yet been fired, and the other has already taken up his duties. The owners of the enterprise should not allow dual power; in no case should there be two directors at the same time.

There is no single sample information letter about a change of general director. Each company can create it in any form. Below you can find examples.

How to do it right

Changing a director is a crucial step for any organization, so you should follow the step-by-step instructions to avoid mistakes.

Meeting of owners and decision making

The head of a legal entity is a key figure in any organization, so to replace him, all shareholders will have to be convened.

The decision to change the general director must be documented in a protocol, which may contain only three questions:

Exemption from duties of the current director.
Appointment of a new person to this position.
Approval of the new director.

We present to your attention an example of this document:

Single owner of LLC

Date and place of compilation

The only participant of the LLC... full name, passport and registration data, -

Release from his position... position... full name, passport details, based on his application from... date... - from... date.
Assign a new... position... Full name, passport details, date...
Responsibilities for making changes are assigned to the legal consultant, full name and passport details.

Member of LLC... Full name... signature.

Personnel records

Now you can dismiss the general director at your own request or for other reasons specified in the personnel documentation and, accordingly, accept a new person for this position. The order will include not only the statement, but also the minutes of the meeting as the basis for dismissal.

Notary

Next, you should contact a notary, fill out an application on form P14001, which he will also certify. As a rule, to carry out notarial actions, you will need to submit registration documents of the legal entity and a protocol on the decision made. Sometimes, if necessary, a notary may additionally request an extract from the tax service and the Unified State Register of Legal Entities.

Making changes to the Unified State Register of Legal Entities

Tax authorities must be notified of a change in management no later than 3 days from the date of the meeting. It is not recommended to violate the deadline provided for by law, since administrative sanctions in the form of a fine of 5 thousand rubles are provided for this.

You should also submit an information letter to the regional branch of the Federal Tax Service about the change of general director according to the sample P14001, certified by a notary.

Regulatory acts do not provide for the provision of other documents, but, as practice shows, copies of the founders’ decision and orders for dismissal and hiring may be needed.

As a result, the representative of the enterprise will be issued a new extract from the Unified State Register of Legal Entities.

The procedure for making changes lasts no more than 5 days.

Bank notification

Now that all the formalities have been settled, you need to inform the bank that services the company about the changes that have occurred. There is no single sample information letter about a change of general director; it can be compiled in any form. It is necessary to submit documents confirming the competence of the changes made, that is, a protocol, orders, a new extract from the register and a copy of the passport of the new manager. For businesses that are connected to Internet banking, you will need to go through the procedure of generating a new key.

Information letter on the change of general director, sample example for a bank:

To the head of the design bureau...

According to the agreement dated... date...

We hereby notify you that... date... to the position... date... appointed... Full name...

Applications:

Protocol...
Orders...
Extract from the register.
Copy of passport...

Head of the enterprise... signature... Full name.

Notification of counterparties

Now you can compose and send letters about the change of general director to counterparties. There are no specific deadlines for notifying partners at the legislative level. There is also no uniform sample information letter about a change of CEO. However, it is recommended to look into the contracts to see if there are any clauses there.

As a rule, it is not necessary to attach all the documents accompanying the procedure for changing the director; an extract from the Unified State Register of Legal Entities is sufficient.

Information letter about the change of general director: sample notification to partners

Ref.... date...

To the director of LLC...

According to the contract number... from...

Based on the protocol of the founders from... date... to perform the duties of... position... LLC... from... date... began... full name.

Applications:

A copy of an extract from the Unified State Register of Legal Entities.

General Director.. date.. Full name.

It should be noted that a legal entity has the obligation to notify only tax authorities and banking institutions about changes that have occurred; in other cases, this is done at the discretion of management. However, as practice shows, in order to avoid misunderstandings with business partners, it is better to notify them as well.

If a change of director is coming in your organization, it is important to understand that this is not just an internal matter of the company. Some authorities and a certain circle of people will have to be notified about this event, but we will tell you who exactly.

We inform our Federal Tax Service

Current information about the head of the organization must be contained in the Unified State Register of Legal Entities ts subp. "l" clause 1 art. 5 of Federal Law No. 129-FZ dated 08.08.2001 (hereinafter referred to as Law No. 129-FZ); subp. 1 clause 3 art. 40 Federal Law dated 02/08/98 No. 14-FZ; clause 2 art. 69 of the Federal Law of December 26, 1995 No. 208-FZ.

ATTENTION

There is no need to pay a state fee for entering information about the new director into the Unified State Register of Legal Entities.

The application can be submitted b clause 1 art. 9, paragraph 3, art. 9 of Law No. 129-FZ:

<или>personally. In this case, the inspector must immediately issue a receipt for receipt of the document (sheet M of form No. P14001);
<или>by mail in a valuable letter with a list of the contents. Then the inspection must send you this receipt, along with a notification of delivery, no later than the business day following the day the documents were received.

WE WARN THE MANAGER

If the manager does not submit an application in form No. P14001 to the tax office within 3 days from the date of taking office, he may be fined 5,000 rubles .Part 3 Art. 14.25 Code of Administrative Offenses of the Russian Federation Although the tax authorities may simply issue a warning the first time. True, there will be no punishment if more than 2 months have passed since the expiration of the allotted 3-day period V Part 1 Art. 4.5 Code of Administrative Offenses of the Russian Federation.

The time required to submit an application is 3 working days from the moment the new manager takes office b clause 5 art. 5 of Law No. 129-FZ. The director acquires powers from the moment of his election (appointment) by the general meeting of shareholders (participants) or the board of directors or the sole participant. That is, the 3-day period must be counted from the day following the day:

<или>to which the minutes of the meeting or the decision are dated;
<или>which is designated as the day the new leader takes office.

The Federal Tax Service must register the changes and make a corresponding entry in the Unified State Register of Legal Entities within 5 working days from the date of receipt of the document V clause 1 art. 8, paragraph 3, art. 18 of Law No. 129-FZ. In order to make sure that the changes have been made, after this period it does not hurt to contact your inspectorate for an extract from the Unified State Register of Legal Entities, fortunately, it is issued free of charge O clause 2 art. 6, paragraph 2, art. 7 of Law No. 129-FZ; clause 20 of the Rules, sub. “b” clause 22 of the Rules, approved. Decree of the Government of the Russian Federation dated June 19, 2002 No. 438. Subsequently, this paper may be very useful to you.

Although the emergence or termination of the powers of a manager is in no way connected with the fact that information about non-compliance is entered into the Unified State Register of Legal Entities m Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 14, 2006 No. 12049/05, tax authorities sometimes refuse to accept documents from an organization (in particular, tax reporting) signed by a new manager, information about whom is not in the Unified Register.

Almost all of the above is also true for cases when the director:

changed the surname (first name, patronymic);
received a new general passport (for example, upon reaching 45 years of age T clause 7 of the Regulations on the passport of a citizen of the Russian Federation, approved. Decree of the Government of the Russian Federation dated 07/08/97 No. 828).

Changing a bank card

Usually it is the head of the company who has the right of first signature on payment documents. Therefore, when changing the manager, you will have to contact your servicing bank to replace the card with signature samples th clause 7.14 of Bank of Russia Instruction No. 28-I dated September 14, 2006.

The period within which an organization must inform the bank about a change of manager (for the purpose of issuing a new card) is not established by law. Often, banks require, in addition to the protocol (decision) and passport of the new director, to provide them with an extract from the Unified State Register of Legal Entities in which he appears. And here, whether you want it or not, you will have to get an extract. The annoying thing is that until a new card is issued, you will not be able to make any payments through the bank.

ATTENTION

You do not have to notify extra-budgetary funds (PFR, FSS RF, TFOMS) and statistical authorities about the change of director. Your inspector will do this. I clause 19 of the Rules, approved. Decree of the Government of the Russian Federation dated June 19, 2002 No. 438.

Keep one more thing in mind. Until you have submitted a new card to the bank along with documents confirming the powers of the new director, the bank must execute payment documents drawn up in accordance with the current card th clause 1 art. 847 Civil Code of the Russian Federation; pp. 4.1, 7.14 Bank of Russia Instructions No. 28-I dated September 14, 2006.

Therefore, if you have suspicions that during the period of issuing a new card, the former director of the payments signed by him is able to withdraw or transfer money somewhere from your company’s account, take action. Immediately write an official letter addressed to the head of the bank with a convincing request not to carry out transactions using payment documents signed by the former director. This letter must be signed by the new director; attach a copy of the protocol (decision) on his appointment to the letter.

True, the bank may ignore your request. Moreover, if the bank executes the payment orders of the previous director and the company loses its money, you will not be able to make any claims to the bank. After all, he acted according to his instructions.

We notify counterparties

Often in contracts with business partners there is a clause obliging the parties to inform each other about any changes in the company’s data, including a change in business name. And. O. director. In this case, send a corresponding information message by fax or e-mail. But even if there is no such clause in the contracts with one of the partners, it would still be useful to notify them of the change that has occurred. So that they are not surprised when they see f. in the documents received from you (for example, invoices). And. O. and the signature of the new director.

In conclusion, I would like to wish accountants: even if you have to face a change of director, let it happen, at least not at the junction of the reporting periods, when the deadlines for making the necessary payments are approaching.

Attention! There is no need to pay a state duty for information about the new director.

If desired, you can attach to the application a copy of the minutes of the general meeting of shareholders or the board of directors (participants) or the decision of the sole participant to elect a new leader (Clause 1, Article 40 of the Federal Law of 02/08/1998 N 14-FZ; clauses 3, 4 of Art. 69 Federal Law of December 26, 1995 N 208-FZ; Article 275, paragraph 2 of the Labor Code of the Russian Federation).
An application can be submitted (Clauses 1, 3, Article 9 of Law No. 129-FZ):
(or) personally. In this case, the inspector must immediately issue a receipt for receipt of the document (sheet M of form N P14001);
(or) by mail in a valuable letter with a list of the contents. Then the inspection must send you this receipt, along with a notification of delivery, no later than the business day following the day the documents were received.
To submit an application, 3 working days are allotted from the moment the new manager takes office (Clause 5 of Article 5 of Law No. 129-FZ). A director acquires powers from the moment of his election (appointment) by the general meeting of shareholders (participants) or the board of directors or the sole participant. That is, the 3-day period must be counted from the day following the day:
(or) to which the minutes of the meeting or the decision are dated;
(or) which is designated as the day the new manager takes office.

If the manager does not submit an application in form N P14001 to the tax office within 3 days from the date of taking office, he may be fined 5,000 rubles. (Part 3 of Article 14.25 of the Code of Administrative Offenses of the Russian Federation). Although the tax authorities may simply issue a warning the first time. True, there will be no punishment if more than 2 months have passed since the expiration of the allotted 3-day period (Part 1 of Article 4.5 of the Code of Administrative Offenses of the Russian Federation).

The Federal Tax Service must register the changes and make a corresponding entry in the Unified State Register of Legal Entities within 5 working days from the date of receipt of the documents (Clause 1 of Article 8, paragraph 3 of Article 18 of Law No. 129-FZ). In order to make sure that the changes have been made, after this period it does not hurt to contact your inspectorate for an extract from the Unified State Register of Legal Entities, since it is issued free of charge (Clause 2 of Article 6, paragraph 2 of Article 7 of Law N 129-FZ; paragraph 20, paragraph . "b" clause 22 of the Rules). Subsequently, this paper may be very useful to you.

Note
Although the emergence or termination of the powers of a manager is in no way connected with the fact that information about him is entered into the Unified State Register of Legal Entities (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated February 14, 2006 N 12049/05), tax authorities sometimes refuse to accept documents from the organization (in particular, tax reporting) signed by the new manager , data about which is not in the Unified Register.

Almost all of the above is also true for cases when the director:
- changed the last name (first name, patronymic);
- received a new general passport (for example, upon reaching 45 years of age (Clause 7 of the Regulations on the Passport of a Citizen of the Russian Federation)).

Changing a bank card

Usually it is the head of the company who has the right of first signature on. Therefore, when changing the manager, you will have to contact your servicing bank to replace the card with sample signatures(Clause 7.14 of Bank of Russia Instruction No. 28-I dated September 14, 2006).
The period within which an organization must inform the bank about a change of manager (for the purpose of issuing a new card) is not established by law. Often, banks require, in addition to the protocol (decision) and passport of the new director, to provide them with an extract from the Unified State Register of Legal Entities in which he appears. And here, whether you want it or not, you will have to get an extract. The annoying thing is that until a new card is issued, you will not be able to make any payments through the bank.

Attention! You do not have to notify extra-budgetary funds (PFR, FSS RF, TFOMS) and statistical authorities about the change of director. This will be done by your inspection (Clause 19 of the Rules, approved by Decree of the Government of the Russian Federation of June 19, 2002 N 438).

Keep one more thing in mind. Until you have submitted a new card to the bank along with documents confirming the powers of the new director, the bank must execute settlement documents issued in accordance with the current card (Clause 1 of Article 847 of the Civil Code of the Russian Federation; clauses 4.1, 7.14 of the Bank Instructions Russia dated September 14, 2006 N 28-I).
Therefore, if you have suspicions that during the period of issuing a new card, the former director of the payments signed by him is able to withdraw or transfer money somewhere from your company’s account, take action. Immediately write an official letter addressed to the head of the bank with a convincing request not to carry out transactions using payment documents signed by the former director. This letter must be signed by the new director; attach a copy of the protocol (decision) on his appointment to the letter.
True, the bank may ignore your request. Moreover, if the bank executes the payment orders of the previous director and the company loses its money, you will not be able to make any claims to the bank. After all, he acted according to his instructions.

We notify counterparties

Often in contracts with business partners there is a clause obliging the parties to inform each other about any changes in the company’s data, including a change in full name. director. In this case, send a corresponding information message by fax or e-mail. But even if there is no such clause in the contracts with one of the partners, it would still be useful to notify them of the change that has occurred. So that they are not surprised when they see your full name in the documents received from you (for example, invoices). and the signature of the new director.