Sole executive body of the legal entity: functions and powers

The charter of the LLC, a sample of which is considered a model for all organizations, contains key provisions relating to the activities of the company. It establishes the order of the enterprise, describes the main activities, formulates the rights and obligations of participants. The same document establishes the legal status of the sole executive body of a legal entity. Let us further consider what it is.

General information

The sole executive body of a legal entity is, in fact, a special position in the firm that the citizen is occupying. He can acquire and exercise rights, bear the responsibilities of the organization. In practice, this activity is transferred to the head. The Charter of LLC, the sample of which is presented in the article, determines the scope of its competence and other issues.

Normative base

Legal regulation of the activities of the head of the company is carried out by:

1. FZ "On Limited Liability Companies".
2. TC RF.
3. FZ "On Joint Stock Companies".
4. The Civil Code of the Russian Federation.
5. FZ "On state registration of IP and legal entities".
6. Law No. 161 "On Municipal and State Unitary Enterprises".

Civil Code

The Civil Code establishes that any organization receives its rights and carries responsibilities through its own bodies. They act on the basis of provisions of the legislation, other regulatory acts, local including. The latter include, in particular, the constituent documents. It determines the procedure for electing or appointing the company's management. This provision is fixed in Art. 53 of the Civil Code.

Specificity of the managerial post

Any legal entity must have its own executive body. It can be one subject or a group of citizens. The competence of the management includes operational activities, control and organization of the company. It is it that receives the rights and carries the corresponding duties of the firm. In the Federal Law "On Limited Liability Companies", special rules for the management apparatus are defined. First of all, they concern the order of management of the firm's activities. In Art. 32, item 4 of the said Federal Law, it is determined that the management of the current work of the enterprise shall be carried out by the sole executive body of the legal entity independently or jointly with the collegial structure. All subjects included in the management of the firm are accountable to the general meeting and the supervisory board. One of them elects the management of the enterprise. The founder, who is also the general director, signs a contract with the organization. On her behalf, the signature is placed by the person who presided at the general meeting where the election took place. The Charter may delegate this right to the supervisory board. As a leader, a subject who is not a member of the organization can act.

Director: authority

The head of the firm carries out activities on her behalf. At the same time, he does not need a power of attorney. In accordance with the law, the following powers of the sole executive body of a legal entity are singled out:

1. Representing the interests of the firm, carrying out activities on its behalf, making transactions.
2. The issuing of orders to accept employees, their dismissal and transfer, the application of incentive measures and disciplinary punishments to them.
3. Issuance of a power of attorney authorizing representation on behalf of the firm, including with the possibility of delegation.
4. Other powers not attributed by law or by local acts of the company to the competence of the supervisory board, general meeting and collegial management structure of the enterprise.

Specificity of election

The procedure, according to which the sole executive body of a legal entity is created, is fixed by a local act of the firm. The election of the head, as well as his early removal from office, is carried out by the general meeting. In his competence also includes the transfer of authority to the director, approval of the latter and the conclusion of a contract with him. Adoption of the relevant decision is made by a majority of votes. Another number can be determined by the charter. By the same document, the resolution of the above issues can be included in the competence of the supervisory board.

Substitution of the head of the manager

The functions of the sole executive body of a legal entity may be transferred to another organization or individual entrepreneur. This possibility is fixed in Art. 42 of Federal Law No. 14. Until July 1, 2009, there was a rule that the powers of the executive body of a firm could be transferred to the manager, if expressly provided for in the local document. This condition was abolished by Federal Law No. 312.

Rules for AO

They are established in Federal Law No. 208. As in the previous case, the management of the company's affairs can be carried out by one entity alone or jointly with the board. The governing body is accountable to the board of directors and the general meeting. The local document of the company providing for joint management determines the competence of the collegial structure. The sole executive body of a legal entity in this case is the chairman of the company.

Competence of the head of JSC

The president of the company solves all questions concerning the management of the current work of the company. Its competence does not include tasks assigned to the conduct of the supervisory board or general meeting. The head of the firm without a power of attorney represents her interests, commits transactions on her behalf, takes employees into staff, dismisses them and transfers them, gives instructions and issues orders that are binding for all employees.

The procedure for the creation of an executive body in JSCs

In accordance with the general rule, the formation of the management structure at the enterprise is within the competence of the shareholders' meeting. It also makes a decision on the early release of the subject from office. In these procedures, owners of voting shares participate. Decisions are made by the majority of the total number present at the meeting. These issues can also be included in the competence of the supervisory board.

Information in the Unified State Register of Legal Entities

In the Unified State Register all data of the sole executive body of a legal entity are entered without fail. If any information is changed, the entry in the USRLE is subject to adjustment. The list of mandatory information that must be entered in the Unified State Register is defined by Art. 5 FZ No. 129. They include:

1. Location (address) of the acting permanent executive body of the enterprise. In his absence, information is provided on the subject entitled to carry out activities on behalf of the firm without a power of attorney. The address is necessary for communication with the company. In the case when a firm has a manager - a citizen or other enterprise - the location or location is indicated, respectively.
2. Name, title of the post of the subject, having the right to carry out without the power of attorney the activity on behalf of the organization. In addition, the data of the passport or other document proving the identity according to the existing legislation is indicated. If there is an INN in the USRLE.

Labor relations

They are regulated by the RF TC. Labor relations with the sole body of government are regulated by Ch. 43 of the Code. In Art. 273 TC clarifies the concept of the head. They are citizens who, according to regulatory, including local acts, manage the enterprise, perform the functions of its executive (sole) body.

Termination of the employment contract

In addition to general grounds, in Art. 278 TC set additional conditions for the termination of the contract. They include:

1. The dismissal of the head of the debtor company in accordance with the provisions of the bankruptcy law (insolvency).
2. Acceptance by the authorized body of the organization or the owner of its property (its representative) of the decision to terminate the contract. Termination of labor relations with the head of a unitary enterprise is carried out by the body appointed by the owner of material values, in the order determined by the government.
3. Other grounds provided for in the contract.

Guarantees for the manager

If the contract is terminated on the grounds provided for in cl. 278 TC, in the absence of guilt in the actions / inaction of the director, he must be paid compensation. Its value is set in the employment contract. At the same time, the amount of compensation can not be less than three times the average earnings per month. This rule is set in Art. 279 TC. Upon termination of the contract with the head of the enterprise, as well as the Deputy Director and Ch. As a bookkeeper due to a change of ownership, the new owner of the firm's property is obliged to pay monetary compensation to these employees. Its value must be at least 3 times the average monthly wage. This rule is set art. 181 TC. The head of the enterprise has the right to terminate the employment contract ahead of schedule. In this case, he is obliged to warn the owner about it for 1 month. Notification is sent in writing.

Duties

The laws regulating the activities of organizations determine the responsibility of the executive body. In the exercise of his rights, he must act reasonably, exclusively in the interests of the enterprise. All losses caused through the fault of the manager must be reimbursed to them in full. The liability of the executive body is established art. 277 TC. The manager is responsible for the actual direct damage to the firm. Calculation of losses arising from its actions / omissions is carried out in accordance with the norms of the Civil Code. The manager is not liable for liability:

1. Voted against the decision that caused the damage.
2. Not participating in the meeting at which the resolution was adopted, due to the execution of which there were losses.

Explained

When establishing the grounds and the degree of responsibility of the manager, the usual norms of business turnover and other circumstances of significant importance must be taken into account. Material compensation is provided only in case of establishing the guilt of the subject. In Part 1, Part 1 of Art. 401 of the Civil Code it is determined that the manager who has not fulfilled the obligations or performed them improperly is liable under the law, except in cases when other grounds are stipulated by the contract or other regulatory enactments. A subject can be considered innocent if he has taken all necessary measures with the degree of circumspection and care that was required of him to avoid damage. According to paragraph 4 of Art. 401 GK, an agreement on limiting or excluding liability for intentional default of an obligation is considered void. In accordance with the law, the right to file a claim for compensation for damage caused to the organization by a leader is possessed by any of its participants.

The rules for applying sanctions to the manager

In the sense of the law, this person is subject to the provisions of paragraph 3 of Art. 401, if the law or the contract does not imply other conditions of liability. Subjects are subject to appropriate sanctions if they fail to fulfill their obligations unless it proves that their performance was impossible for valid reasons, circumstances of force majeure (unavoidable and extraordinary under specific conditions). They can not be included, for example, a breach of obligations on the part of counterparties, the lack of necessary products on the market or cash from the debtor himself.

Applying sanctions to collegiate leadership

If the organization is managed by several entities jointly, then they are jointly and severally liable. Sanctions can only be applied to those members of the collegial management who voted for a decision that caused damage to the company. The responsibility for damages is borne by the abstentions.