The founder and director in one person
According to the legislation of the Russian Federation, the founder of the organization may be a director. This happens if a legal entity was created by one participant. Unfortunately, if a limited liability company is created by another company with a single participant, the latter can no longer become a director.
This scheme is used when creating subsidiaries or for opening micro enterprises – organizations where only one or two people work.
If the company is created as a subsidiary, accounting and legal issues will most likely be handled by the parent organization. While small enterprises try to resolve these issues on their own, often without delving into the subtleties of the law. This in turn can lead to big problems when conducting an audit or submission of reports. Studying several publications on this issue cannot guarantee that it will be possible to arrange all the documents properly.
In order to register your activities and execute the documents necessary for work, taking into account all the subtleties of the legislation, it is best to seek the assistance of a specialist. This may be a third-party organization that provides legal advice or a firm that will fully take over the legal aspects of the activity.
There is a rule according to which at least 50% of the contribution to the share capital must be paid before the time of registration of the company.
In the case when the contribution is made in the form of cash, it is necessary to create a temporary bank account, deposit the necessary funds on it and receive a certificate from the bank stating that the founders have already deposited the required amount to the authorized capital of the future organization. This paper will be needed to submit the entire package of documents to the tax office for registration of the company.
Another equally common case is when the share capital is formed at the expense of own property. In this case, it is necessary to draw up an act of acceptance – transfer, which can be signed by only one person – the founder. Despite the fact that the act itself presupposes the existence of two sides – the one that transmits and the one that accepts, we can consider this controversial issue from the other side. Until the official registration of the company has not yet capacity and legal capacity. And this means that no decisions can be made yet. Consequently, it is enough to sign only one person in this act. And only after registering and obtaining a certificate with the tax authorities, the property used as authorized capital can be registered and put on the balance sheet of the company, taking into account all legislative acts.
It is necessary to sign an employment contract with any employee performing activities in the organization. The same requirement applies to the director, because he is also an employee of the organization. However, if the founder and director of the company is one person, the need to enter into an employment contract disappears. This is due to the fact that the director has no employer, which means there is simply no one to enter into an agreement with. This rule is specified in article 273 of the Labor Code.
The director must enter into an employment contract with each employee.
The director, in turn, concludes an employment contract with each of the employees, acting as an employer.
But the director needs to formalize an employment relationship, even if there is no employment contract.
The founder may take office as a manager on the basis of a Decision signed by him.
Note! It is important to reflect in the decision not only the appointment, but also to prescribe detailed conditions for the performance of work. These include responsibilities, competence, remuneration, mode of operation, conditions for granting leave, as well as other features on the basis of which the activity will be carried out.
He can sign the order of appointment as director. This feature should also be reflected in the Solution.
The second document – the order of entry into office. This order is the only document confirming the right to work. Its presence is mandatory. To create an order there is no need to write a job application.
Registration of employment record
After signing the Decision and the order it is necessary to make an entry in the workbook. There it should be noted that the citizen took the position of director (or general director) from a certain date. This entry is made on the basis of the order to take office (this line is displayed in the fourth column of the workbook).