Change of director (head) of enterprises, LLC, organizations and institutions, state and comunal enterprises.

The service is provided in Kiev and Kiev region 

(as well as any settlement of Ukraine)

Term 1 - 3 days.

The cost of 1500 hryvnia (without hidden fees)

Payment includes:

preparation of documents (protocols, powers of attorney);
making an entry in the unified state register on the change of the head of the organization;
re-registration of the enterprise in the tax inspection;
receipt of an extract from the unified state register;
re-registration of the company in the statutory department with payment of state duties;
Upon completion of the work you receive:

a new extract from the unified state register;
a new certificate from the statutory administration;
Required documents:

Copies of passports and identification codes of the old and new director, chief accountant (if there is one);
photocopy of the certificate of state registration.
 Additionally paid ( at will): 

Registration fee - 850 UAH.
Notarization of the minutes of the meeting of founders - 800 UAH.
 
 
Re-registration procedure:

А. Without visiting our office:
1. You send us by e-mail a copy of the passport and code of the old and new director, the date of appointment of the new director.
2. We issue an invoice.
3. You pay it.
4. After payment, we prepare all the documents and send them to your email address for you to sign.
5. Signed documents you give us by courier or "New Post" or other courier delivery.
6. We do all the work and send it to you by "New Post".

 Б. With a visit to our office.

1. Your representative transfers to our office the following documents:

Copies of passports and identification codes of the old and new director, chief accountant;
photocopy of the certificate of state registration.
Minutes of the meeting of participants (shareholders) on dismissal of the old director and appointment of the new director.
Original certificate from the statutory department;
Do not fill in, but on each page the signature of the new director and a stamp.
Power of attorney for employees of our company.
2. payment on the spot or by bank transfer.
3. We do all the work and give you all the documents.

Grounds for changing the Director (Head) or the Directorate / Management Board:
1. resignation - termination of powers at the initiative of the Director (Head) himself/herself, dismissal at his/her own will.
2. Re-election - appointment of a new director/manager at the initiative of the meeting of participants.
3. revocation (suspension) - the procedure of termination of director's powers by decision of the meeting of participants (supreme management body) due to failure to fulfill his/her duties, conflict situation, exceeding his/her powers, etc.

Since the procedure of voluntary resignation and re-election of a director (manager) does not cause any special problems, I will dwell only on the procedure of removal (recall) of a director.
Suspension (recall) is a method of early termination of the powers of the executive body at the initiative of the supreme management body of the company. This concept is a civil law concept, more precisely - corporate by industry. In turn, recall (suspension) is the basis for the termination of the powers of the executive, that is, release. Unlike an employment contract, which is terminated only on the grounds provided for by law, the law does not provide grounds for recall of the executive body - the supreme governing body of the company may recall (suspend) the head at any time and without any explanation, it is only necessary to follow the procedure for convening a meeting of founders.
Removal of a manager (director) is the most difficult procedure in life, as it is one of the most acute manifestations of corporate conflicts: conflicts between participants and the director. The problem is further complicated by the fact that labor law, out of the priority of employee rights, competes with corporate law.
In accordance with paragraph 3, part 3. 4 of Article 145 of the Civil Code of Ukraine (hereinafter - CCU), the exclusive competence of the general meeting of participants of a limited liability company includes the creation and recall of the executive body of the company. A similar provision is contained in paragraph "D" of Article 41 of the Law "On Business Companies".
In accordance with part 3 of article 99 of the Civil Code of Ukraine, members of the executive body may be removed from their duties at any time, if the constituent documents do not describe the grounds for such removal (recall).
The cited norms of laws do not use the term "release" (or termination of the labor contract), but use other terms - "recall" and "suspension". Therefore, the question arises: how do these concepts relate to each other? Dismissal is a procedure for terminating an employment contract.
This term is applied in labor law. The grounds for early termination of an employment contract concluded for an indefinite period of time, on the initiative of the owner or a body authorized by him are provided by Articles 40, 41 of the Labor Code (hereinafter - CLL).

In its decision dd. 12.01.2010 No. 1-rp / 2010 the Constitutional Court of Ukraine explained part 3 of Article 99 of the Civil Code of Ukraine as such, which provides for the right of the competent (authorized) body of the company at any time and on any grounds to suspend a person (persons) from performing the duties of a member (members) of the executive body, provided that the constituent documents of the company do not define such grounds. Suspension of a member of the company's executive body from performing his/her duties as provided for by part 3 of Article 99 of the Civil Code is not suspension of an employee from work within the meaning of Article 46 of the Labor Code.
Clause 3.2 of the reasoning part of this Decision states that "suspension" in accordance with Part 3 of Article 99 of the Civil Code is an action of the authorized body of a company aimed at preventing a member of its executive body from exercising powers in the sphere of managerial activity within the framework of corporate relations with the company. Necessity of such norm is conditioned by specific status of a member of the executive body, who received from the authorized body of a company the right to manage. By the nature of corporate relations, members of a company should be able to promptly react at any time to actions of a person performing representative functions with harm to the interests of a company by depriving him of his powers.

Given this understanding, the terms "recall" and "removal" of the executive body are synonymous.
Grounds for suspension (revocation) are:

commission by a member of the executive body of actions detrimental to the company;
improper attitude to his/her duties;
commission of a crime;
request of third parties (prosecutor, public administration body, trade union committee), etc.
The phrase "at any time" should be interpreted in such a way that removal is allowed before the expiration of the term of office of the executive body. "At any time" does not mean that the removal is immediate. The dismissal procedure stipulated by the law or the constituent documents (the procedure for convening a meeting of the founders, the presence of a quorum at the meeting, etc.) must be observed.
The CLL does not contain such grounds for dismissal as revocation or suspension.
The question arises: what grounds for release should be entered in the labor book? In accordance with clause 2.25 of the Instruction "On the Procedure for Keeping Workers' Labor Books", entries on the reasons for dismissal in the labor book must be made in exact accordance with the wording of the current legislation with reference to the relevant article, paragraph of the law. The best way out of this situation would be to sign an employment contract with the director, which would specify an additional ground for dismissal - revocation or suspension. However, this should be taken care of at the time of formalizing the relationship with the hired director.
It should be noted that, in accordance with Article 9 of the Civil Code of Ukraine, the provisions of this Code shall apply to the settlement of relations arising in the sphere of natural resources use and environmental protection, as well as to labor and family relations, if they are not regulated by other legislative acts. Since the procedure of recall and termination of employment relations of the manager due to his recall (suspension) are not regulated by labor legislation, dismissal, in my opinion, should be carried out on the basis of the norms of the Civil Code. If there is no labor contract or it does not contain the possibility of dismissal due to recall or suspension, the termination of the employment contract with the director of the business company is carried out on the basis of paragraph 3 of part 3. 4 part 4 of Article 145 of the Civil Code. Therefore, the following should be written in the employment record book: "Dismissed due to recall from office (paragraph 3, part 4 of Article 145 of the Civil Code of Ukraine)".

The decision to recall the executive body or one of its members is made by the general meeting of participants. 
It should be taken into account that the meeting should be held in strict compliance with the letter of the law and the provisions of the company's charter, with advance (for LLCs 30 days in advance) notification of all participants of the time, place and order of the day of the meeting. Therefore, immediate dismissal of a director in a company is practically impossible. An exception may be cases when the company has a single founder, the director himself is not a founder and all the founders agree to sign a "backdated" receipt on receipt of the notice of convening the meeting of founders.
As soon as the director receives the "happy" news that he is going to be recalled (suspended), his attitude to work may change significantly. His personal interests will take center stage, rather than the interests of society. Moreover, he may try to earn money for the rest of his life in the last few days, start actively selling his property, cash out the company's money, etc. In such a situation, it would be advisable to limit his powers in advance in order to avoid such abuses. If this is not done, it may happen that the new director will no longer have anything to manage. It is better to prevent this!!!
The agenda of the meeting should definitely include the issue of the director's recall, as the consideration of issues not included in the agenda, as a rule, is not allowed. It is allowed to make such a decision based on the results of the report on the work of the company. Therefore, when the initiators of such a meeting want to disguise their purpose, the agenda may include the issue "on the director's report on the work of the company in the first half of 2012". If, based on the results of consideration of this issue, the meeting recognizes the work of the director as unsatisfactory and decides to recall the director, then, in my opinion, the meeting of founders will not go beyond the agenda.
The decision to recall the director is made by a majority of votes of those present at the meeting. If the director is a participant, it is possible to apply part. 3 of Article 98 of the Civil Code of Ukraine, according to which the founder of the company has no right to vote when deciding at the general meeting of the company issues regarding the transaction with him and the dispute between him and the company. The difficulty in applying this provision is to prove that the revocation of the director is a matter of a dispute between the director and the company. If the company decides to revoke a member director without taking into account his vote, and the latter believes that it was done incorrectly, he may appeal the decision in court. In turn, the society will refer to the fact that a dispute has arisen between the society and the member and the proof of this is his complaint to the court, which is now being considered. The court will in fact consider the dispute as to whether there was a dispute when the issue of withdrawal of the director was decided.

In order to disqualify a director participant from voting, it is possible to invite him to resign from the position of director before putting to a vote the question of his removal from the position of director. If the member does not resign, a dispute arises between the member and the company as to whether the director continues to perform his employment duties. Thus, a dispute arises, and this dispute is legally recorded in the minutes of the meeting. The meeting may then decide to recall the participating director without taking his vote into account.
If a director owns a share of 40% or more of the authorized capital, there is a high probability that the meeting may be blocked due to his/her non-appearance. Due to the lack of quorum, the meeting will not be able to start its work.
The decision to revoke a director comes into force immediately after its adoption. At the same time, his powers as a director are terminated.
This day is considered to be the day of revocation (suspension). In a conflict situation between the director and the company, it is not advisable to postpone the termination of his powers for a long time.
In accordance with Article 40 of the CLL, it is not allowed to dismiss an employee on the initiative of the owner or its authorized body during his temporary disability, as well as during the period when the employee is on vacation. Therefore, the director may try to go on sick leave and thus prevent his dismissal.
At the same time, I believe that this norm of the CLoT refers only to dismissal, i.e. termination of labor relations. It is possible to recall a director, i.e. terminate corporate relations with him, even when he is temporarily incapacitated. In such a case, the director will be recalled (suspended) on the day the relevant decision is made, and dismissed - on the first day he/she goes to work.
The consequences of revocation (suspension) of the executive body are in many respects the same as the consequences of its dismissal upon application, which we have already considered above. But there is a fundamental difference if we consider them from the employer's point of view.
In accordance with Article 47 of the CLL, the owner or its authorized body is obliged on the day of dismissal to issue to the employee a duly executed work book and make a monetary settlement with him. If the director does not want to receive the labor book or does not provide it to make the appropriate record of dismissal, it is advisable to send him a written notice by mail with an offer to provide the labor book and receive a full settlement. Settlement can also be made to personal bank accounts or bank cards known to the company. In the future, such a notice will protect the company from accusations of late issuance of the labor book and payment of wages.
When an employee is dismissed on the initiative of the owner or a body authorized by him, a copy of the dismissal order should be issued to him on the same day. Due to the fact that revocation (suspension) is a ground for dismissal on the initiative of the company, the dismissed director should be provided with an extract from the minutes of the meeting of participants in the part that concerns his revocation. If the director refuses to receive it against signature, the extract should be sent by registered mail with a list of enclosures and a return receipt.
The entire labor collective should be notified of the director's recall (suspension). It is best to do this at a meeting of the labor collective, explaining to everyone that the director has been dismissed, he has no authority, and the implementation of his orders is considered a violation of labor discipline. At the same time, it is necessary to announce who is the new head of the company (even if it is a temporary person).
It is important that the dismissed director does not have the support of the collective.
It is advisable to limit the access of the dismissed person to the company's offices. If there is a security guard, it should be notified that the dismissed director should not be allowed to be on the company's premises. If there is no security guard, we recommend hiring one at this time. It is particularly important that the dismissed director does not have free access to his former office. If it is clear from the circumstances that the ousted person may resort to abuse, it is advisable to seal his office, safe and other rooms where documents may be kept. Even better, a 24-hour security guard should be provided.

At the same time, the suspended director should be asked to hand over the seal and documents under his authority. If he/she refuses to do so voluntarily, a committee of the company should be set up, preferably with the involvement of disinterested persons, and even better - reputable persons, such as a district police inspector, head of the housing and utilities department, a local council member, in the presence of whom the office of the manager should be opened and all the items and documents found there should be described. If there are no keys to the safe, it shall be opened forcibly and its contents shall be described. All identified documents and things should be described in the protocol, which is certified by signatures of all members of the commission. It is advisable to conduct video recording. The above protocol prevents possible accusations from the suspended director about the alleged willful destruction of documents that were in the office (safe) in order to compromise it. Also, he will not later be able to claim that there were valuable items in his office that went missing.
If the seal is not found and remains in the possession of the suspended director, you should apply to the district police department, because, according to Article 357 of the Criminal Code of Ukraine, this is a crime. The fact that the seal is in the possession of an unauthorized person is a reason to assume that this seal is used by this person for illegal purposes, namely for forgery of documents.
If the former director does not want to hand over the documents, it is necessary to audit the available documentation and make a list of documents that are missing. This list, together with a request for the return of the documents in his possession, should be sent to the removed director. This does not, of course, mean that the documents will be returned, but it is the first step to recover them.
It is advisable to cancel all powers of attorney that were issued by the former head, because, as a general rule, the change of the head of a legal entity is not a reason to terminate the powers of its representatives.
It is also possible to reclaim documents and seal in court, but this method of defense is ineffective, because it is time-consuming and the decision is difficult to execute. If you sue, it is better to compensate for the damage caused to the company by such illegal actions.
It is also advisable to change the seal and give notice in the official press that the old seal is invalid. 
It would not be superfluous to immediately notify the bank where the company's current accounts are opened of the change of director with a demand to stop financial transactions signed by the suspended director of the company.

In the event of a conflict over the revocation of a director, the founders should beware of such potential dangers:

•  absence of some documents;
•  incompleteness (incompleteness) of reporting documentation and other documents;
•  availability of uncontrolled stamped forms from unauthorized persons;
•  the appearance of documents signed "retroactively";
•  committing actions that make the company dependent on the director or persons controlled by him;
•  committing acts that are not in the public interest;
•  making claims by creditors who had a personal relationship with the suspended director;
•  the creation of a competitor company by the former director;
•  poaching customers and consumers;
•  poaching and dismissal of some of the employees willing to work with the dismissed director;
•  leakage of confidential information and use of trade secrets of the company;
•  dissemination of misleading information by the removed director;
•  initiation by the dismissed director of various audits of the company's financial and economic activities.

All these and other factors should be taken into account even before an open campaign to recall (remove) a director is launched. Participants should remember that the director is a key figure in the management structure of the company, so his or her dismissal will certainly affect the entire economic activity of the company.
Ill-considered actions may result in the loss of the entire business or significant losses.
But if you are ready for everything, then contact us. We will help you to carry out the whole procedure of removal of the director as correctly as possible to avoid negative consequences.