Change of director of LLC

Change of director

There may be different reasons for going through the procedure for changing the general director of an enterprise of any form of ownership. In this case, it doesn’t matter at all what the decision to change the head is connected with: in connection with the dismissal of one’s own free will or at the initiative of the owners of limited liability company (LLC) or private inteprenuer (PE). In any case, the procedure must be carried out in accordance with the requirements of the law.

According to the Law of Ukraine “About limited liabilitycompany ” No. 2275-VIII of February 6, 2018, the decision to change the director must be made at the general meeting of participants (founders). In accordance with this, the procedure for changing the director of the LLC involves the following stages:

• conducting a general meeting of participants;
•     voting for dismissal;
•     signing of the protocol and its notarization;
•     appointment of a new manager;
• if the director is specified in the Articles of Association – amendment of the Articles of Association;
•     submitting an application for registration of changes to a private notary or state registrar.

In order to change the director, as a rule, you need 50% + 1 vote. However, a different number of votes may be specified in the organization’s Articles of Association. In the course of the meeting, a protocol is drawn up, which describes the decision to dismiss the current director and the decision to hire a new one. If the founder is one, then he makes the corresponding decision. A limited liability company cannot operate without an executive body. Therefore, the replacement of the head must necessarily be accompanied by the acceptance of a new director.

When drawing up a protocol, it is important to adhere to the Charter of the enterprise. Otherwise, it may not be accepted by the registrar or appealed in court. The protocol on the change of the general director in an LLC must reflect the procedure for holding a meeting, the list of participants, the voting procedure, etc.

In particular, it is necessary to indicate the date of appointment of a new head and the person who is instructed to carry out actions related to the state registration of changes in the information about the legal entity specified in the Unified State Register. After the meeting, you need to prepare a package of documents for changing the director of the LLC at the state registrar.

Documents for changing the head of LLC

Documents for changing the general director must be submitted to the state registrar or a private notary. Their list includes:

• an application for state registration of changes in the information on state registration of a legal entity, which is contained in the Unified State Register;
•   minutes of the general meeting of participants on the change of head;
•   power of attorney to conduct registration actions;
•   document confirming the payment of the registration fee

In the absence of grounds for suspending the consideration of documents or denial of state registration, information about the new management is entered into the Unified State Register within 24 hours.

The registrar (notary) sends information about the new management to the state tax service, pension fund and statistical authorities. Therefore, there is no need to additionally inform the regulatory authorities that there has been a change in the director of the LLC.

ICC Bondar provides a full range of legal services related to the registration of a change of director:

1.Preparation of legally impeccable documents: a protocol of the decision of the founders to change the director and an order to appoint a new director. There will be no inconsistencies and inaccuracies in them, so the participants in the process will have no reason to dispute their authenticity in the future.

2. Registration of documents at the notary.

3. After the completed documents, entering information about the new director into the Unified State Register of Legal Entities and Individuals – Entrepreneurs.

4. Transfer of a complete set of documents.

Legal assistance in preparing documents for the change of director in some cases also involves writing letters to counterparties of a business entity, as well as sending notifications to a pension fund, statistical authorities, and a social fund. insurance. When collecting documents for changing the director, it is important not to forget about changing the bank’s administrative signature. Only with its registration does the manager receive the tools for carrying out commercial activities.

Changing the director of LLC Kyiv is a complex procedure that consists of many actions.

ICC Bondar lawyers will help facilitate this process, do everything for you quickly and efficiently.