Change of CEO after the sale of LLC

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The general director is a business manager who is responsible for the material, economic and production activities of any enterprise. 

 

However, there are situations when the CEO can no longer exercise his powers. One of these reasons is the sale of a limited liability company to another person or a management company. In this article, we will analyze in detail the order and nuances of the management change in the LLC.

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The legal grounds for changing the management of the enterprise in the event of its sale are contained in Article 75 of the Labor Code of the Russian Federation. However, if the director temporarily continues to perform his duties under the new management, then in the future, when he leaves, it is necessary to act in accordance with Article 278 of the Labor Code of the Russian Federation. In general, the procedure for changing the CEO of an LLC is as follows:


Step № 1. Identify a new candidate for the position of CEO.

  • After selecting a candidate from several possible participants, this person must be checked in the register of disqualified persons. If there is a candidate in the specified list, the Federal Tax Service will refuse to make changes to the Unified State Register of Legal Entities.

Stage № 2. The release of an official decision on the change of manager.


As a rule, the procedure for changing the CEO in the event of the sale of an LLC is prescribed in the articles of association of each individual company. Most often, the algorithm of actions involves the initiation of a general meeting of owners, where two issues are put on the agenda: the removal from office of the current head and the selection of an authorized person responsible for signing an employment agreement with the new manager.

The minutes of the general meeting must meet a number of requirements:

  • It must be certified by a notary or by the holder of the register of shareholders in the case of PAO.
  • The protocol may not be certified by a notary if a different procedure is contained in the company’s charter, for example, the certification of signatures of LLC participants.

Stage № 3. Filling out a special form P13014 to replace the CEO.

Amendments to the Unified State Register of Legal Entities regarding the approval of a new General Director are made on the basis of an application submitted to the Federal Tax Service.

Several pages are required to be filled in. Among them:

  • The title page, where it is necessary to register the basic information about the LLC.
  • Sheet I, page 1, where the personal data of the outgoing CEO is registered.
  • Sheet I, page 2, where personal information about the new director is indicated.
  • Sheet P, pages 1–3, where it is necessary to specify the data of the applicant — an authorized person.

Stage № 4. Submission of an application to a state body.

Amendments to the Unified State Register of Legal Entities regarding the approval of a new General Director are made on the basis of an application submitted to the Federal Tax Service.

It is important to take into account that the form P13014 is sent to the territorial tax authority at the company registration address. It is necessary to send a notification to the Federal Tax Service about the changes that have occurred within 3 working days from the date of the decision by the company’s participants.

The procedure for making changes to the Unified State Register of Legal Entities is free of charge and does not involve payment of a state fee.

You can contact the registration authority in one of several ways:

Stage № 5. Obtaining an extract of the Unified State Register of Legal Entities with updated data.

As a rule, the deadline for making changes to the register of legal entities is up to 5 working days.

Stage № 6. Notification of interested parties about the change of the General Director after the sale of the LLC.

Making changes to the Unified State Register of Legal Entities entails the obligation to inform about this decision.

So, the relevant documents must be sent to the banking organization servicing the company’s current account. The list of official papers includes: the minutes of the general meeting, an extract from the Unified State Register of Legal Entities and a copy of the passport of the new head.

We also advise you to send appropriate notifications to the main contractors of the company, with whom you are working on an ongoing basis.

Stage №7. Formalizing the relationship with the new CEO.

In some cases, the appointment of a new manager requires the conclusion of an employment contract with him.

 

 

  • For late submission of documents to the registration authority for making changes to the Unified State Register of Legal Entities, the violator may face a fine in the amount of 5 to 10 thousand rubles.

 

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