What does a nominal executive mean? Sole executive body. Term of office of the director of the LLC

(English: individual executive body) - in the civil law of the Russian Federation, a person who solely exercises the functions of the management body of a commercial or non-profit organization, accountable to its supreme management body and carrying out the current management of the activities of the relevant organization. Legal regulation of education and activities of E.i.o. carried out by the Civil Code of the Russian Federation*, federal laws on certain types of legal entities and other legal acts of the Russian Federation.

The main purpose of E.i.o. - execution of decisions of the highest management body of the organization. As a rule, in laws on certain types of organizations and in the constituent documents of legal entities, E.i.o. is established in such a way as to exclude the possibility of this body exercising certain powers of the supreme management body of the relevant organization.

For example, in a limited liability company E.i.o. (general, etc.) is elected by the general meeting of participants of the company for a period determined by the charter of the company. E.i.o. of the company can also be elected not from among its participants (Article 40 of the Federal Law “On Limited Liability Companies”**). S.i.o.: a) acts on behalf of the company without a power of attorney, incl. represents his interests and performs; b) issues powers of attorney for representative offices on behalf of the company, incl. powers of attorney with the right of substitution; c) issues the appointment of company employees to positions, their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions; d) exercises other powers not assigned by the Federal Law “On Limited Liability Companies” or the company’s charter to the competence of the general meeting of the company’s participants, the board of directors/(supervisory board) of the company and the collegial executive body of the company. Procedure of activity of E.i.o. of the company and its decision-making is established by the charter and internal documents of the company, as well as an agreement concluded between the company and the person performing the functions of its sole executive officer. As E.I.O. in a limited liability company can only act, with the exception of the case when the functions of E.I.O. under the contract are transferred to the manager, who may be.

The legislation of the Russian Federation on joint stock companies establishes similar e.i.o. joint stock company (Article 69 of the Federal Law “On Joint Stock Companies”**).

Large legal dictionary. Akademik.ru. 2010.

See what “Sole executive body” is in other dictionaries:

Sole executive body- an official acting on behalf of the organization on the basis of the Charter and having the right to exercise the legal capacity of this organization on all issues not within the competence of other bodies of the company. Usually the sole executive... ... Accounting Encyclopedia

Sole executive body- (English: individual executive body) in the civil law of the Russian Federation, a person who solely exercises the functions of the management body of a commercial or non-profit organization, accountable to its supreme management body and exercising current management... ... Encyclopedia of Law

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Executive body of the company- This article or section describes the situation in relation to only one region (Russia). You can help Wikipedia by adding information for other countries and regions. The executive body of the society is about ... Wikipedia

Executive agency- a company body that carries out direct operational activities in managing a business company. Russian law divides: a sole executive body, an official acting on behalf of the company on the basis of the Charter... ... Wikipedia

See Sole executive body; Executive activities; The collegial executive body... Large legal dictionary

Collegial executive body Encyclopedia of Law

- (English collegial executive body) in the civil law of the Russian Federation, a body formed from several persons that implements the functions of managing a commercial or non-profit organization, is accountable to its supreme management body and carries out the current ... ... Large legal dictionary

Sole governing body- see Sole executive body... Encyclopedia of Law

Government- Body (management) (in a joint-stock company or limited liability company) one of four possible bodies provided for by the legislation of the Russian Federation on joint-stock companies and limited companies... ... Wikipedia

Art. is devoted to the content of the status of the sole executive body of a limited liability company. 40 of the Law. The sole executive body of the company (general director, president and others) is elected by the general meeting of the company's participants for a period determined by the company's charter. The sole executive body of the company may also be elected from outside its participants.

Due to the relatively small number of participants in a limited liability company, the formation of such a body allows the company to act very dynamically. We are talking about the executive body, which is obliged to prepare and implement decisions of the general meeting and promptly resolve specific organizational, financial and economic issues. This is one person empowered on behalf of the company. The names used here are different - general director, president, executive director, etc. The Law has no restrictions on the choice of names for this body.

The executive nature of a sole body is expressed in the very procedure of its formation. This body is elected by the general meeting of the company's participants. The corresponding competence of the general meeting is established in subparagraph. 4 paragraphs 2 art. 33 of the Law, and the procedure for voting and decision-making is in paragraphs. 7, 8, 10 tbsp. 37.

The term of office and activity of the sole executive body is determined independently by the general meeting of company participants. This period must be clearly established in the company's charter, and compliance with it is mandatory for the company until appropriate changes are made to the charter. The period must be sufficient to master and fully use the competence of a single body. At the same time, it should not be excessively long. The most justified term of office of the executive body is from two to three years.

Most often, one of the company participants is elected as the sole executive body. This allows him to better understand the affairs of society, the situation and more fully assess the mood and behavior of society participants. After all, it is precisely this type of society that is characterized by the personally open nature of the relationships between its participants.

It is possible that, for reasons of professional preparedness and business qualities, a more suitable candidate for fulfilling the competence of the sole executive body would be an outsider who is not a member of the company. The law allows for the election of such a person as the executive body of the company (Clause 1, Article 40). We can only recommend that you consider the program of activities more carefully and evaluate the real abilities of the candidate.

The stability of the relationship between the company and the directors (general director) is fully met by the agreement between them, under which in the second paragraph of clause 1 of Art. 40 of the Law implies an employment contract. An agreement between the company and the person performing the functions of the sole executive body of the company is signed on behalf of the company by the person who chaired the general meeting of the company's participants, at which the person performing the functions of the sole executive body of the company was elected, or by a participant of the company authorized by the decision of the general meeting of the company's participants.

The concept of an employment contract is defined in Art. 56, and the requirements for its content are in Art. 57 Labor Code of the Russian Federation. The specified employment contract is concluded for the period established by the constituent documents of the organization or by agreement of the parties, i.e. is urgent. Therefore, when concluding it, it is necessary to take into account the provisions of Art. 58, 59 Labor Code of the Russian Federation.

The rights and responsibilities of the head of the organization in the field of labor relations are determined by the Labor Code of the Russian Federation, laws and other regulatory legal acts, the constituent documents of the organization, and the employment contract. The specifics of regulating the work of the head of an organization are established by Art. 273-280 Labor Code of the Russian Federation.

It should be noted that an employment contract with the head of an organization can be terminated not only on the general grounds provided for in the articles of Chapter. 13 Labor Code of the Russian Federation. Article 278 of the Labor Code of the Russian Federation provides additional grounds for terminating an employment contract with the head of an organization.

An employment contract with the head of an organization can also be terminated on the following grounds:

1) in connection with the removal from office of the head of the debtor organization in accordance with the legislation on insolvency (bankruptcy);

2) in connection with the adoption by the authorized body of a legal entity or the owner of the organization’s property, or a person (body) authorized by the owner of a decision on the early termination of the employment contract;

3) on other grounds provided for in the employment contract.

In the event of termination of an employment contract with the head of an organization before its expiration, by decision of the authorized body of a legal entity or the owner of the organization’s property, or a person (body) authorized by the owner, in the absence of guilty actions (inaction) of the manager, he is paid compensation for the early termination of the employment contract with him in the amount determined by the employment contract.

In accordance with Art. 280 of the Labor Code of the Russian Federation, the head of an organization has the right to terminate an employment contract early by notifying the employer (the owner of the organization’s property, his representative) in writing no later than one month in advance. *(58) .

The law allows for alternative options for signing an employment contract with a manager on behalf of the company - either a person who was the chairman of the general meeting of participants, or a participant in the company who was instructed by the general meeting to sign the agreement. The authority to sign the latter is certified by a special decision of the general meeting.

According to the general rule, paragraph 2 of Art. 40 of the Law, only an individual can act as the sole executive body of a company. An exception to this rule is the case provided for in Art. 42 of the Law (the possibility of transferring the powers of such a body to the manager).

A limited liability company with a relatively small number of participants does not require the complex management structure inherent in large joint-stock companies. General rule of paragraph 2 of Art. 40 is designed for such business companies to create their own sole executive bodies in all or most cases.

The Law defines the powers of the sole executive body of the company (Clause 3, Article 40). Moreover, the list of its powers is set out not as exhaustive, but as partially fixed and “open”, allowing one to establish the scope of powers of such a body, taking into account the tasks and specifics of the activities of a particular company.

Sole executive body of the company:

1) without a power of attorney, acts on behalf of the company, including representing its interests and making transactions;

2) issues powers of attorney for the right of representation on behalf of the company, including powers of attorney with the right of substitution;

3) issues orders on the appointment of company employees to positions, on their transfer and dismissal, applies incentive measures and imposes disciplinary sanctions;

4) exercises other powers not assigned by the Law or the company’s charter to the competence of the general meeting of the company’s participants, the board of directors (supervisory board) of the company and the collegial executive body of the company.

So, the sole executive body acts on behalf of the company without any power of attorney within the competence established in the company’s charter and the corresponding employment contract. His activities include representing the interests of the company in government bodies, in court, in relations with partners, with credit and other organizations, as well as in payment and other documents emanating from the company signed by him.

The sole executive body concludes contracts and makes other transactions, opens current and other accounts in banks, manages the property and financial resources of the company within its competence.

To assess the legality of the decisions of the sole executive body on transactions, it is useful to use the explanations contained in paragraph 32 of the Resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated July 1, 1996 “On some issues related to the application of part one of the Civil Code of the Russian Federation.”

The sole executive body ensures the preparation and submits to the board of directors (supervisory board) or the general meeting of participants an annual report, an annual balance sheet, proposals for the distribution of net profit between participants, informs about current financial and economic activities, organizes the implementation of decisions of the general meeting, the board of directors (supervisory board) council).

The sole executive body may be elected to the board of directors (supervisory board), but does not have the right to head it. He manages the company's personnel, approves the organizational structure and staffing, organizes accounting and ensures the preparation and timely submission of accounting and statistical reports on the company's activities to the tax authorities and state statistics authorities.

One of the rights of the sole executive body is to issue powers of attorney for the right of representation on behalf of the company. This may be necessary if the body itself is unable to directly fulfill certain powers or if there is a desire to ensure broader and more flexible activities of the society “outside”. The above also applies to a power of attorney with the right to delegate to one or another person the corresponding powers to perform specific actions and sign documents. On representation and power of attorney, see Art. 182-189 Civil Code of the Russian Federation.

The powers of the sole executive body in the field of labor relations are especially highlighted. This is explained by his position as a person in charge of the personnel service in the company and directly resolving a number of issues in organizing labor relations. We are talking about such powers as appointment, transfers, dismissal, application of incentive measures, and disciplinary measures. All these actions are determined by orders or other local acts of the executive body and must strictly comply with the rules introduced by the Labor Code of the Russian Federation *(59) .

Unfortunately, in practice, violations of labor legislation in commercial organizations are not uncommon, when employment contracts are not drawn up when hiring, labor safety rules, working hours and rest hours are not observed. Such cases have recently increasingly become grounds for bringing the perpetrators to legal responsibility.

The sole executive body is allowed to exercise powers other than those listed in clause 3 of Art. 40 of the Law. If a set of fixed powers is mandatory and cannot be ignored or narrowed, then the range of “other” powers makes it possible to reflect to the maximum extent the specific conditions of the activity of the company and its sole executive body. One condition must be observed: it is unacceptable to include in the competence of the sole executive body powers that fall within the competence of other bodies of the company - the general meeting of company participants, the board of directors (supervisory board) and the collegial executive body of the company. To do this, you should carefully read Art. 32-39 of the Law and the provisions of the company’s charter regulating the activities of these bodies.

In this regard, it is appropriate to refer to Art. 91 Civil Code of the Russian Federation. IN

1. Management of the current activities of the company is carried out by the sole executive body of the company (director, general director) or the sole executive body of the company (director, general director) and the collegial executive body of the company (board, directorate). Executive bodies are accountable to the board of directors (supervisory board) of the company and the general meeting of shareholders.

The company's charter, which provides for the presence of both sole and collegial executive bodies, must define the competence of the collegial body. In this case, the person performing the functions of the sole executive body of the company (director, general director) also performs the functions of the chairman of the collegial executive body of the company (board, directorate).

(see text in the previous edition)

By decision of the general meeting of shareholders, the powers of the sole executive body of the company can be transferred under an agreement to a commercial organization (management organization) or an individual entrepreneur (manager). The decision to transfer the powers of the sole executive body of the company to a management organization or manager is made by the general meeting of shareholders only upon the proposal of the board of directors (supervisory board) of the company.

(see text in the previous edition)

2. The competence of the executive body of the company includes all issues of managing the current activities of the company, with the exception of issues falling within the competence of the general meeting of shareholders or the board of directors (supervisory board) of the company.

(see text in the previous edition)

The executive body of the company organizes the implementation of decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company.

The sole executive body of the company (director, general director) acts on behalf of the company without a power of attorney, including representing its interests, making transactions on behalf of the company, approving staff, issuing orders and giving instructions that are binding on all employees of the company.

The company's charter may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of shareholders to carry out certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be challenged by the persons specified in paragraph one of paragraph 6 of Article 79 of this Federal Law, on the grounds established by paragraph 1 of Article 174

3. The formation of the executive bodies of the company and the early termination of their powers are carried out by decision of the general meeting of shareholders, if the company's charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company.

(see text in the previous edition)

The rights and obligations of the sole executive body of the company (director, general director), members of the collegial executive body of the company (board, directorate), management organization or manager for the management of the current activities of the company are determined by this Federal Law, other legal acts of the Russian Federation and the agreement concluded by each of them with society. The agreement on behalf of the company is signed by the chairman of the board of directors (supervisory board) of the company or a person authorized by the board of directors (supervisory board) of the company.

The relations between the company and the sole executive body of the company (director, general director) and (or) members of the collegial executive body of the company (board, directorate) are subject to the labor legislation of the Russian Federation to the extent that does not contradict the provisions of this Federal Law.

The combination of positions in the management bodies of other organizations by a person performing the functions of the sole executive body of the company (director, general director) and members of the collegial executive body of the company (board, directorate) is permitted only with the consent of the board of directors (supervisory board) of the company.

A company, the powers of the sole executive body of which have been transferred to a management organization or manager, acquires civil rights and assumes civil responsibilities through the management organization or manager in accordance with paragraph one of paragraph 1 of Article 53 of the Civil Code of the Russian Federation.

If the powers of the executive bodies of the company are limited to a certain period and after the expiration of such a period no decision has been made on the formation of new executive bodies of the company or a decision to transfer the powers of the sole executive body of the company to a management organization or manager, the powers of the executive bodies of the company are valid until the adoption of these decisions.

4. The general meeting of shareholders, if the formation of executive bodies is not within the competence of the board of directors (supervisory board) of the company, has the right at any time to decide on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (board, directorate). The General Meeting of Shareholders has the right at any time to decide on the early termination of the powers of the management organization or manager.

If the formation of executive bodies is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, it has the right at any time to decide on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (board, Directorate) and on the formation of new executive bodies.

If the formation of executive bodies is carried out by a general meeting of shareholders, the company's charter may provide for the right of the board of directors (supervisory board) of the company to decide to suspend the powers of the sole executive body of the company (director, general director). The company's charter may provide for the right of the board of directors (supervisory board) of the company to decide to suspend the powers of the management organization or manager. Simultaneously with these decisions, the board of directors (supervisory board) of the company is obliged to make a decision on the formation of a temporary sole executive body of the company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director ) or a management organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on the transfer of powers of the sole executive body of the company (director, general director) to the management organization or manager.

If the formation of executive bodies is carried out by a general meeting of shareholders and the sole executive body of the company (director, general director) or the management organization (manager) cannot perform its duties, the board of directors (supervisory board) of the company has the right to decide on the formation of a temporary sole executive body company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director) or management organization (manager) and on the formation of a new executive body of the company or on the transfer of powers of the sole executive body of the company to the managing organization or manager.

All decisions specified in paragraphs three and four of this clause are adopted by a three-quarters majority vote of the members of the board of directors (supervisory board) of the company, and the votes of retired members of the board of directors (supervisory board) of the company are not taken into account.

The temporary executive bodies of the company manage the current activities of the company within the competence of the executive bodies of the company, if the competence of the temporary executive bodies of the company is not limited by the charter of the company.

(see text in the previous edition)

5. If the company’s charter places the decision on the formation of a sole executive body of the company or the early termination of its powers within the competence of the board of directors (supervisory board) of the company and the quorum determined by the company’s charter for holding a meeting of the board of directors (supervisory board) of the company is more than half of the number elected members of the board of directors (supervisory board) of the company and (or) to resolve this issue in accordance with the charter of the company or an internal document defining the procedure for convening and holding meetings of the board of directors (supervisory board) of the company, a greater number of votes is required than a simple majority of votes of members of the board of directors (supervisory board) of the company participating in such a meeting, this issue may be submitted for decision at the general meeting of shareholders in the cases specified in paragraphs 6 and this article.

The issue of the formation of the sole executive body of the company or the early termination of its powers cannot be submitted to the decision of the general meeting of shareholders if the charter of the company provides for other consequences that occur in the cases specified in paragraphs 6 and this article.

If the terms of the shareholder agreement concluded by the shareholders of the company provide for other consequences that occur in the cases specified in paragraphs 6 and this article, failure to fulfill or improper fulfillment of the relevant obligations under the shareholder agreement is not grounds for exemption from liability or from the implementation of measures to ensure the fulfillment of the obligations provided for such an agreement.

6. If, in the presence of the conditions provided for in paragraph one of clause 5 of this article, a decision on the issue of establishing a sole executive body of the company is not made by the board of directors (supervisory board) of the company at two consecutive meetings or within two months from the date of termination or expiration of the term of office of the previously formed sole executive body of the company, companies that disclose information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the failure to make such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies are required to notify failure to accept such a decision of shareholders in the manner prescribed by this Federal Law for notification of a general meeting of shareholders. Such a notice is sent to shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, the agenda of which included the issue on the formation of the sole executive body of the company and at which such a body was not formed, and if the second meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. The list of shareholders of the company to whom the specified notification is sent is compiled on the basis of data from the register of owners of the company's securities as of the date of the second meeting of the board of directors (supervisory board) of the company, at which a decision was not made on the formation of the sole executive body of the company, or if the corresponding meeting did not take place after the expiration of a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. At the same time, if a nominal holder of shares is registered in the register of owners of the company's securities, a notification is sent to the nominal holder of shares for distribution to the persons in whose interests he owns shares of the company.

A notification in accordance with this paragraph is sent on behalf of the company by the chairman of the board of directors (supervisory board) of the company. After sending a notice to shareholders or after disclosing information in accordance with paragraph one of this clause, the chairman of the board of directors (supervisory board) of the company acts on behalf of the company until the formation of a temporary sole executive body of the company.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of forming the sole executive body of the company within 20 days from the moment the company’s obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to make a decision on the formation of a temporary sole executive body of the company, as well as on convening an extraordinary general meeting shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the company's voting shares. If two or more demands are made to convene an extraordinary general meeting of shareholders to resolve the issue of forming a sole executive body of the company, the board of directors (supervisory board) of the company in accordance with this paragraph makes a decision to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders and to form a temporary sole executive body of the company is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company participating in the meeting, in the presence of a quorum of at least half of the number elected members of the board of directors (supervisory board) of the company.

7. If, in the presence of the conditions provided for in paragraph one of clause 5 of this article, a decision on the issue of early termination of the powers of the sole executive body of the company is not made by the board of directors (supervisory board) of the company at two consecutive meetings of the board of directors (supervisory board) of the company , companies that disclose information in accordance with the legislation of the Russian Federation on securities are required to disclose information about the failure to make such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies are required to notify shareholders of the failure to make such a decision in the manner provided for by this Federal law for notification of a general meeting of shareholders. Such a notice is sent to shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, the agenda of which included the issue on the early termination of the powers of the sole executive body of the company and at which the decision on the early termination of the powers of such a body was not made. The list of shareholders of the company to whom the notification is sent is compiled on the basis of data from the register of owners of the company's securities as of the date of the second meeting of the board of directors (supervisory board) of the company, at which a decision was not made on the early termination of the powers of the sole executive body of the company. At the same time, if a nominal holder of shares is registered in the register of owners of the company's securities, a notification is sent to the nominal holder of shares for distribution to the persons in whose interests he owns shares of the company.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company within 20 days from the moment the company’s obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to make a decision on convening an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the company's voting shares. If two or more demands are made to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company, the board of directors (supervisory board) of the company in accordance with this paragraph makes a decision to convene one extraordinary general meeting of shareholders. of this Federal Law. paragraphs 6, paragraph 8 of Article 55 of this Federal Law.

Executive body of a legal entity

The Civil Code of the Russian Federation does not contain an explicit definition of the executive body.

State registration of a legal entity is carried out at the location of its permanent executive body, and in the absence of a permanent executive body - another body or person entitled to act on behalf of the legal entity without a power of attorney. (Civil Code of the Russian Federation, Article 54, paragraph 2)

The executive body of the company can be collegial (board, directorate) and (or) sole (director, general director).

Accounting Encyclopedia. 2013 .

See what “Executive body of a legal entity” is in other dictionaries:

BODY OF A LEGAL ENTITY Legal encyclopedia

Body of a legal entity- a person (sole body) or a set of persons (collegial body) who, in accordance with the law, documents of a legal entity or a decision of another authorized body of a legal entity, are vested with certain powers... ... Wikipedia

BODY OF A LEGAL ENTITY- part of a legal entity that forms and expresses its will in relations with other persons. Through its bodies, a legal entity acquires civil rights and assumes civil responsibilities. Composition of bodies and their competence... ... Encyclopedic Dictionary of Economics and Law

Encyclopedia of Law

Collegial executive body- (English collegial executive body) in the civil law of the Russian Federation, a body formed from several persons that implements the functions of managing a commercial or non-profit organization, is accountable to its supreme management body and carries out the current ... ... Large legal dictionary

Legal entities- A legal entity under Russian law, an organization that has separate property in ownership, economic control or operational management and is liable for its obligations with this property can, on its own behalf... ... Wikipedia

Government body- (State authority) A state body is a division of the state power apparatus, designed to manage affairs in the country. Signs of state bodies, types of state bodies, state authorities of Russia, ... ... Investor Encyclopedia

Representation (legal relationship)- This term has other meanings, see Representation. Representation involves the execution of a transaction by one person (representative) on behalf of another person (represented) by virtue of authority based on a power of attorney, instructions... ... Wikipedia

DEBTOR'S MANAGER- the sole executive body of a legal entity, as well as other persons carrying out activities in accordance with federal laws on behalf of the legal entity without a power of attorney... Dictionary of concepts and terms formulated in regulatory documents of Russian legislation

The temporary sole executive body of a joint stock company - manages the current activities of the company within the competence of the executive bodies of the company, if the competence of the temporary executive bodies is not limited by the charter.

A temporary sole executive body (temporary director) is formed by decision of the board of directors of the company in the following cases:

When the general meeting of shareholders (or the board of directors, if this is within its competence according to the charter) decided on the early termination of the powers of the general director and members of the board. The General Meeting also has the right at any time to decide on the early termination of the powers of the management organization (manager).
When, by decision of the board of directors, the powers of the general director or management organization (manager) are suspended.
When the general director or management organization (manager) cannot perform their duties.

What is the difference between an interim director and an acting director?

The temporary sole executive body of a joint-stock company differs from the acting sole executive body of a joint-stock company, primarily in that its procedure for election, appointment and termination of powers is regulated only by the law on joint-stock companies.

A temporary director is elected in cases where, for some reason, the director (general director) is permanently absent from the joint stock company (death, inability to perform duties, removal from office), while an acting director is usually elected for the period of temporary absence of the current director ( vacation, business trip, illness).

And about. The director acts on the orders of the current general director and at the time of his appointment as acting director is an employee of the joint-stock company. A temporary director is always elected by the board of directors (supervisory board) of the joint stock company, and may not be an employee of the company at the time of election. There is no position of acting director in the company (you cannot be hired as an acting director), while an interim director is an independent position in the staffing table (an employee is hired as an interim director).

And, importantly, a formal limitation on the duration of the duties of a director, like any other position, exists and is limited to 3 months, while an interim director acts until the termination of his powers or the election of a director - without any formal term limitation.

Main differencesTemporary sole executive body of a joint-stock companyActing as the sole executive body of a joint-stock company

Changes in legislation

The concept of a temporary director itself arose in Russian legislation in 2001. Initially, it was intended only for an operational solution when changing the director. A typical situation at that time was the following: in order to remove an existing director, a unanimous decision of all members of the board of directors was necessary, one of whom was the director himself, and the other was his friend and deputy. Shareholders with more than 50% of voting shares had no opportunity to change the director of the joint stock company or elect a new director without the consent of the former director or minority shareholders (owning a small number of shares).

But with the introduction of amendments to the Federal Law “On Joint Stock Companies” in 2009 (parts 5-9 of Article 69), the situation changed.

The Board of Directors has the right to raise the issue of early termination of the powers of the sole executive body of the joint-stock company if this decision is not made:

by the board of directors at two consecutive meetings of the board of directors of the company;
within 2 months from the date of termination of powers of the previous sole executive body of the joint-stock company.

Unfortunately, this procedure is not easy and takes 4-5 months. Without introducing the concept of a “temporary director,” the company and the majority shareholder will find themselves in a situation where no one manages the joint-stock company. Now in such a situation, without waiting for the decision of the extraordinary general meeting of shareholders, members of the board of directors can, by a simple majority vote of the total number of members of the board of directors, elect a temporary director, whose term of office is set for the period until the election of the general director. And then the development of a shareholder conflict no longer looks so scary for the majority shareholder - after all, control over the current economic activities of the joint-stock company will remain with the majority shareholder.

In practice, the implementation of this rule is fraught with significant difficulties, primarily due to the lack of a clear definition in the legislation of certain deadlines and essential points, which allows, in some cases, removed directors and minority shareholders to successfully block attempts by the main shareholders to elect a temporary director and appoint a meeting of shareholders.