Change of director

According to the legislation, the director (general director) of an LLC, who is its sole executive body, is elected by the general meeting of the LLC members for a term defined in the company charter and the procedure for his activity is also regulated by the charter and the internal documents of the LLC.

If the LLC charter does not provide for the term of office of the sole executive body, the director shall act without a time limit. 

If the director acts within a certain period of time and this term is not fixed, the participants or the sole participant should in one decision dismiss the director whose term of office expired and employ him again or employ another person, respectively.

Here it should be understood that in the case of election of a new person, then it is necessary to prepare a package of documents to make changes to the Unified State Register of Legal Entities and submit it to the tax inspectorate within 3 working days of the decision to do so.

Labor law also requires the conclusion of an employment contract with the director. It shall be signed on behalf of the company by the person who presided at the general meeting of company participants, at which a director or member of the LLC was elected.  Generally, an employment contract is concluded with a director of a company for a fixed term (fixed-term employment contract) and its termination is connected with the expiry of its term.

The expiry of the term for which the director was elected is the basis for termination of the employment contract.

The law also stipulates other grounds on which an employment contract with a director of LLC can be terminated:

by agreement of the parties;

At the will of the employee;

At the initiative of the employer (due to disciplinary violations);

by decision of the authorized body;

Dismissal in connection with the introduction of bankruptcy proceedings.

In accordance with the Federal Law "On state registration of legal entities and individual entrepreneurs" the unified state register of legal entities contains information, namely the surname, first name, patronymic and position of the person having the right to act on behalf of a legal entity without power of attorney, i.e. director (head).

If the person appointed (elected) to the position of director is changed, it is necessary to provide

1. The LLC Charter.

2. Protocol of the General Meeting of Members of LLC on the election of an acting director or decision of the sole member of LLC.

3. The employment contract with the current director.

4. Information about the new person (copy of passport, place of residence, TIN, phone number, e-mail, term of office)

The service includes

Legal analysis of the provided documents;

Preparation of the protocol on the election of a new director;

Preparation of applications to the tax authorities;

The cost of the service:

Preparation of the protocol (solution) and application - 4,000 rubles.

Preparation of the decision (protocol) to extend the powers of the director - 2000 rubles.


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