From a legal point of view, these terms are almost identical: the founder is the participant who was involved in the creation of the LLC. We will ignore this minor difference below. Management in LLC can be:

1. Three-level, including:
   • general meeting of participants (GMS);
   • board of directors (BoD);
   • one or more executive governing bodies.
2. Two-level, without the formation of SD. For an LLC with 1 participant, the presence of an SD in the management system has no practical meaning; in this case, a two-level management system is used.

The executive power in an LLC can be organized in 3 ways:

1. Sole executive body.

Advantages of an LLC with one founder - he is also a director

So the Pension Fund of the Russian Federation in its Letter dated 06.05.2016 No. 08-22 / 6356 "On reporting" indicated the following:

• In accordance with clause 2.2 of Article 11 of the Federal Law of 01.04.1996 N 27-FZ "On individual (personified) accounting in the compulsory pension insurance system" (entered into force on 01.04.2016), the policyholder provides information on each insured person working for him on a monthly basis ... Reporting is submitted in the SZV-M form, approved by the Resolution of the PFR Board dated 01.02.2016 N 83p. When implementing this provision, working citizens are understood as the persons specified in Article 7 of the Federal Law of December 15, 2001 N 167-FZ "On Compulsory Pension Insurance in the Russian Federation", which include those working under an employment contract, including heads of organizations who are the only participants (founders), members of organizations.

What is the responsibility of the LLC founder in 2018

Description of the position of the CEO The CEO is appointed by a person who represents the sole management body of a commercial firm, usually a joint stock company or a limited liability company. He can be the owner, co-owner of the business, or, conversely, do not have a share in the capital of the company, be an employee. This designation of the position of a key figure is typical for developed multi-level structures, including several separate divisions.
Each independent enterprise or branch, representative office that is part of the combined group of companies is headed by a director who is responsible for the work of the component link. The general may be subordinate to several directors who are empowered within the framework of the regulations on the structural unit and the power of attorney to exercise leadership in any area.

If the only participant (founder) is the director of the organization

TC) and the norm on the calculation of wages in proportion to the established working hours (Article 285 of the Labor Code). IMPORTANT! The norm on the need for a concurrent work permit from the higher management body of the LLC, contained in Art. 276 of the TC, does not apply to the founding director, since it is in Ch. 43 of the Labor Code, and this chapter does not apply to this situation. Note that a large number of directorships held at the same time is a reason for an audit by the tax inspectorate.
So, one of the criteria for the possible inaccuracy of information included in the Unified State Register of Legal Entities is the combination of more than 5 such positions in different organizations by an individual holding a director's position (letter of the Federal Tax Service dated 03.08.2016 No. GD-4-14 / [email protected]). LLC with one participant (he is also a director) is a very common and convenient practical tool for entrepreneurship in business life.

What is the difference between the position of a director and a general director?

Law enforcement practice: TD with a director in an LLC with one participant (he is also a director) As a result, various law enforcement officers expressed different views on this subject and in their activities formed different law enforcement practices. Consider the points of view expressed.

1. Rostrud in a letter dated 06.03.2013 No. 177-6-1 stated that an employment contract with the director in this case is not concluded.
2. On the website onininspektsiya.rf (information portal of Rostrud) on March 10, 2015, the answer was given that the TD (and no other contract) is not concluded in such a situation, the director's salary is not charged, deductions to the Pension Fund and the Social Insurance Fund are not made. But on 03/17/2016 the opposite answer was given to the same question: the TD is concluded, the salary is charged.
3. The Ministry of Healthcare and Social Development believes that in this case, labor relations arise regardless of whether a TD is concluded or not (order No. 428n of 8.06.2010).

• by virtue of article 39 of the LLC Law, the appointment of a person to the position of director is formalized by the decision of the sole founder of the company, therefore, labor relations with the director as with an employee are formalized not by an employment contract, but by a decision of the sole participant. Accordingly, such an employee, who is in labor relations with society, has the right to compulsory social insurance provided for by the Labor Code of the Russian Federation and the Federal Law “On the Basics of Compulsory Social Insurance”.

• The FAS of the West Siberian District in the Resolution of the FAS of the West Siberian District of November 18, 2009 on case No. A45-11064 / 2009 stated: “According to Article 6 of the Federal Law of July 16, 1999 No.

Labor Code of the Russian Federation.

• The Supreme Arbitration Court of the Russian Federation dated 05.06.2009 No. VAS-6362/09 in case No. A51-6093 / 2008,20-161 in the Definition substantiated this position with the following arguments:

• in accordance with Article 273 of the Labor Code, the provisions of Chapter 43 on the specifics of labor regulation of the head of the organization and members of the collegial executive body of organizations apply to the heads of organizations, regardless of their organizational and legal forms and forms of ownership, except for those cases when the head of the organization is the only participant (founder) , a member of the organization, the owner of its property. The above provision does not mean that these persons are not subject to the Labor Code of the Russian Federation.

Who is the head of the organization CEO or founder

Practitioners proceed from the fact that:

• the laws do not prohibit the only participant (founder, member, owner of property) of an organization from becoming its head (i.e., to manage this organization, including performing the functions of its sole executive body). So from Article 88 of the Civil Code and Articles 2, 7, 11 of the Federal Law "On Limited Liability Companies" (hereinafter - the Law on LLC) it follows that an LLC can be established by one person or can consist of one person. And from Article 39 of the Law on LLC it follows that the supreme governing body in LLC is the general meeting of its participants; if there is only one participant, he makes the decisions of the only participant.

The sole founder of the company decides for himself who will manage the organization.

Info

In practice, this body / position is most often referred to as “CEO”, although other names are also encountered.

• The sole executive body together with the collegial executive body (usually the names "board" or "directorate" are found).
• A management company is another legal entity that acts as an executive body.
When the founder and director of an LLC coincide in one person, the 1st option of organizing the executive body is usually used. The main governing body of the LLC is the OSU, it makes decisions on the most important issues of the operation of the LLC. The competence of the OSU is determined by Art. 33 of the Law "On Limited Liability Companies" dated 8.02.1998 No. 14-FZ (hereinafter - Law No. 14-FZ).

A number of issues pertain to the exclusive competence of the OSU, i.e., their resolution cannot be transferred to another body of the LLC by the charter of the company.

Attention

In an important definition of the RF Armed Forces dated February 28, 2014 No. 41-KG13-37, it was concluded that such labor relations are governed by the general provisions of the Labor Code (recall that Chapter 43 of the Labor Code does not regulate them). This point of view is confirmed in clause 1 of the resolution of the Supreme Arbitration Court dated 2.06.2015 No. 21). In a number of court decisions, it was concluded that labor decisions arise on the basis of a decision of a single participant, while registration of a TD is not required (definition of the Supreme Arbitration Court of 5.06.2009 No. VAS-6362/09).

The founder and the director are one person: risks How can an entrepreneur be in such a situation? There is no definite answer. But we believe that the risk of adverse consequences is much higher in the absence of a TD with a director. Rostrud, which is a control body in the labor sphere and is authorized to carry out inspections, impose administrative penalties, as mentioned above, often changes its point of view on this issue.
Federal Law "On the Basics of Compulsory Social Insurance" (hereinafter referred to as Law No. 165-FZ), the subjects of compulsory social insurance are policyholders (employers) and citizens of the Russian Federation who work under labor contracts.

• Article 9 of Law No. 165-FZ establishes that relations on compulsory social insurance arise for all types of compulsory social insurance from the moment an employment contract is concluded with an employee;
• in accordance with articles 11, 16 of the Labor Code of the Russian Federation, labor relations that arise as a result of the election or appointment to the position of a director of a company are characterized as labor relations on the basis of an employment contract. The person appointed to the position of the director of the company is its employee, and the relationship between the company and the director as an employee is governed by labor law.

• the nature of the employment relationship is wage (dependent) labor. In the situation described above, the lack of independence of labor is lost, since he exercises the employer's powers in relation to himself.

Currently, this point of view is shared by Rostrud (Letter dated March 6, 2013 No. 177-6-1) and the Ministry of Finance of Russia (Letter dated October 17, 2014 No. 03-11-11 / 52558), i.e. in fact, officials deny the very possibility of an employment relationship.
The same point of view was previously adhered to by the Ministry of Health and Social Development of Russia justifying it by the fact that part 2 of Article 273 of the Labor Code is based on the impossibility of concluding an employment contract with oneself, since the organization simply does not have other participants (members, founders).

When choosing an organizational and legal form (individual entrepreneur or LLC), the main argument in favor of registering a company is often the limited liability of a legal entity. This is where Russia differs from other countries, where the company is created for the sake of partnership, and not because of avoiding financial risks. About 70% of Russian commercial organizations were created by a single founder, who, in most cases, runs the business himself.

Many firms do not really function, not even earning a director's salary and not differing in profitability from a freelancer who provides services in his free time from hired work. Nevertheless, legal entities in Russia are registered as often as individual entrepreneurs.

If you want to know in detail how an organization differs from an individual entrepreneur, we advise you to read the article "", and here we will try to dispel the myth that registering a company is a sure way to avoid losses in business.

Liability of a legal entity

To begin with, let's find out where the confidence comes from that it is financially safe to conduct business in the form of LLC? Article 56 of the Civil Code of the Russian Federation states that the founder (participant) is not responsible for the obligations of the organization, and the organization is not responsible for its debts. That is why the question: "What is the responsibility of the founder of the LLC?" the majority answers - only within the limits of the share in the authorized capital.

Indeed, if the company is solvent and pays off to the state, employees and partners on time, then the owner cannot be attracted to pay the company's bills. The created organization acts in civil circulation as an independent person, and is itself responsible for its own obligations. As a result, a false impression is created of the complete absence of responsibility of the owner of the LLC to creditors and the budget.

However, the limited liability of the company is valid only as long as the legal entity itself exists. But if the LLC is declared bankrupt, then the participants can be brought to additional or subsidiary liability. True, it is necessary to prove that it was the actions of the participants that led to the financial catastrophe of the company, but the creditors who want to get their money back will do their best for this.

Article 3 of the Law of 08.02.1998 No. 14-FZ: "In the event of the insolvency (bankruptcy) of the company due to the fault of its participants, in the event of insufficiency of the company's property, subsidiary liability may be imposed on the said persons for its obligations."

Subsidiary liability is not limited to the size of the authorized capital, but is equal to the amount of debt to creditors. That is, if a bankrupt company owes a million, then it will be collected from the founder of the LLC in full, despite the fact that he contributed only 10,000 rubles to the authorized capital.

Thus, the concept of limited liability within the authorized capital is relevant only to the organization. And the participant can be brought to unlimited subsidiary liability, which in a financial sense equates him with an individual entrepreneur.

Manager and founder rolled into one

The subsidiary liability of the founder and director of an LLC for the obligations of a legal entity has its own characteristics. In a situation where the organization is managed by a hired CEO, some of the financial risk is transferred to him. According to Article 44 of the Law "On LLC", the manager is accountable to the company for losses caused by his guilty actions or inaction.

Debt liability arises if there are such signs of guilty actions or inaction:

• making a transaction to the detriment of the interests of the enterprise he manages, based on personal interest;
• hiding information about the details of the transaction or not obtaining the approval of the participants, when there is such a need;
• failure to take measures to obtain information relevant to the transaction (for example, information about the contractor has not been verified or clarified, if the nature of the work requires it);
• making decisions on a deal without taking into account information known to him;
• forgery, loss, theft of company documents, etc.

In such situations, the participant has the right to file a claim against the manager for compensation for damage caused. If the director proves that in the process of work he was limited by the orders or requirements of the owner, as a result of which the business became unprofitable, then the responsibility is removed from him.

But what if the owner acts as the manager of the company? In this case, it will not work to refer to an unscrupulous hired manager. obliges the sole executive body to take all measures to repay them, even if the owner is the only one, and, at first glance, does not infringe on anyone's interests by his actions.

Indicative in this sense is the ruling of the Arbitration Court of the Jewish Autonomous Region dated July 22, 2014 in case No. A16-1209 / 2013, in which 4.5 million rubles were collected from the founding director. Having a company that has been dealing with heat and water supply for many years, he announced a new company with the same name in the tender for the right to lease communal infrastructure facilities. As a result, the former legal entity was left without the ability to provide services, therefore it did not repay the amount of the previously received loan. The court recognized that the insolvency was caused by the actions of the owner and ordered to pay the loan from personal funds.

Tax debts

The Federal Tax Service of Russia is proud of the high collection of taxes to the treasury. We will not now discuss the legality of the tax authorities' working methods, we simply admit that they are not a good joke with. It is with private creditors that you can agree to write off part of the debt or restructure payments, and with the budget, the amount of debt in excess of 300,000 rubles will already be critical.

The responsibility of the founder for the debts of a legal entity to the state is also spelled out in the law.

Article 49 of the Tax Code of the Russian Federation: "If the funds of the liquidated organization are not enough to fully fulfill the obligation to pay taxes and fees, penalties and fines, the remaining debt must be paid by the participants of the said organization."

If the amount of tax arrears exceeds 300,000 rubles, and the repayment period is more than 3 months, then the organization is at risk. It is necessary to take all measures to pay the debt or declare the LLC declared bankrupt, otherwise the tax inspectorate will do it, but already with the requirement that the head and / or founders be found guilty.

Attempts to withdraw assets from the organization in order not to pay tax arrears will also lead to nothing good. For example, in case No. А07-7955 / 2009, the Arbitration Court of the Republic of Bashkortostan brought the founders to subsidiary liability under the following circumstances.

The company, having tax arrears in the amount of 675 thousand rubles, transferred all its assets to another organization created by the same persons. The participants believed that in the absence of funds to pay the tax and the company was declared bankrupt, the obligations of the legal entity would cease. However, the tax inspectorate, having filed a lawsuit, proved the guilt of the owners of the company in the formation of arrears and collected the debt from their personal funds.

Of course, attracting the founder of an LLC for the debts of his company is more difficult and longer than that of an individual entrepreneur, because the bankruptcy procedure is quite lengthy. However, since 2015, tax inspectors have acquired another instrument of collection - within the framework of the initiation of a criminal case under Article 199 of the Criminal Code of the Russian Federation.

Thus, in the RF Armed Forces ruling No. 81-KG14-19 dated January 27, 2015, the court recognized the head and sole owner as responsible for non-payment of VAT on a large scale and confirmed the legality of recovering damage to the state from an individual in the amount of the unpaid tax amount. This decision, in fact, became a judicial precedent, after which all such cases are considered easier and faster. The founder, in addition to the obligation to pay the debt itself, also receives a criminal record.

Procedure for prosecution

From what moment does the founder become responsible for the activities of the LLC? As we said above, this is only possible in the process of bankruptcy of a legal entity. If the organization simply ceases to exist, having honestly paid off all creditors in the process, then there can be no claims against the owner.

The protection of the interests of the budget and other creditors is supported by the law of 26.10.02 No. 127-FZ "On insolvency (bankruptcy)", the provisions of which are in effect in 2020. It details the procedure for conducting bankruptcy and bringing to responsibility the managers and owners of the company, as well as those who control the debtor.

The latter refers to persons who, although not formally the owners, had the opportunity to instruct the head or members of the company to act in a certain way. For example, one of the most impressive amounts in the case of bringing to subsidiary liability (6.4 billion rubles) was recovered from the controlling debtor of a person who was not part of the company and did not formally manage it (Resolution of the 17th Arbitration Court of Appeal in the case No. A60-1260 / 2009).

The head must file an application for recognizing a legal entity as a debtor, but if he does not do this, then employees, counterparties, and tax authorities have the right to start bankruptcy proceedings. In this case, the party filing the claim appoints the selected arbitration manager, and this is of particular importance in attracting the owner to the LLC's obligations.

In addition, in order to increase the bankruptcy estate, the plaintiff has the right to challenge transactions made during the year before the adoption of the application for declaring the debtor bankrupt. In the event that the transaction is made at prices below market prices, the challenge period is increased to three years.

In the process of considering an insolvency case, the director, business owner, beneficiary are involved in litigation. If the court recognizes the connection between the actions of these persons and insolvency, then a recovery in the amount of the plaintiff's claims is imposed on personal property.

What conclusions can be drawn from all that has been said:

1. The liability of the participant is not limited to the size of the share in the authorized capital, but can be unlimited, and be paid off at the expense of personal property. There is no point in setting up an LLC just to avoid financial risks.
2. If the company is run by a hired manager, provide for such an internal reporting procedure that allows you to have a complete picture of the state of affairs in the business.
3. Accounting statements must be strictly controlled; loss or distortion of documents is a factor of special risk indicating intentional bankruptcy.
4. Creditors have the right to demand the collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is unable to answer for its obligations.
5. It is more difficult to attract the owner of an enterprise to pay off debts for a business than an individual entrepreneur, but since 2009 the number of such cases has amounted to thousands.
6. Creditors must prove the connection between the financial insolvency of the company and the actions / inaction of the participant, but in some situations there is a presumption of his guilt, i.e. no proof is required.
7. The withdrawal of assets from a company on the eve of bankruptcy is a significant risk of criminal prosecution.
8. It is better to initiate the bankruptcy procedure yourself, but this should be done only with the involvement of narrow-profile lawyers with positive experience in such cases.

The name of the position of the head of the organization is stipulated in the constituent documents and the charter in connection with the normative reflection of the sole management body. The principle of designating the head of the enterprise and the construction of his labor relations with the company depends on a number of factors and functional areas of the company, as well as on the scale of production or other activities. Description of the Director's Position A director is generally appointed by a person within a non-profit structure who has a range of leadership, supervisory, representative and other functions to guide the organization. The director's key responsibilities and area of ​​responsibility are directly related to the company's activities. For example:

• The head of the transport organization ensures the safety of transportation and the creation of conditions for the working and rest regime of drivers.

Advantages of an LLC with one founder - he is also a director

Rostrud insists that there cannot be an employment contract with the director as the only participant. The Ministry of Finance of Russia indicates that you cannot pay your own salary, but if there is an agreement between the legal entity and the manager, then the costs can be taken into account.

The courts say unequivocally that an employment contract must be concluded. As we can see, there is no consensus on this issue: some (theorists) are of the opinion that in such a situation an employment contract cannot be concluded, others (practitioners) - I believe that an employment contract in this case is an urgent need.

How should an organization act in such a situation: to draw up an employment contract with the director or not? To attribute the manager's salary to expenses or is it not worth it? Let's analyze. Theorists (for example, Yu.P.

What is the responsibility of the LLC founder in 2018

In some cases, he is responsible for licensing activities and providing special vehicles.

• In the field of public catering, the head of a canteen or a plant is personally responsible for the quality of food preparation, compliance with technology, sanitary standards, and product safety.

Under his leadership, a collectively developed development strategy for the profile of the organization is being implemented, production and economic plans are being implemented, and financial and economic issues are being resolved. He appoints deputies for the conduct of various areas of activity, delegates authority to officials for the management of branches, representative offices, divisions, sites.

Deputy heads are appointed in both non-profit and commercial structures, there are no restrictions on the use of this position.

If the only participant (founder) is the director of the organization

Info

At the same time, the director of the LLC is not included in the list of persons who are not subject to the regulation of the Labor Code and with whom an employment contract is not concluded (part 8 of article 11 of the Labor Code). There is some legal uncertainty. An additional complication lies in the following: if the LLC concludes a TD with the director, then who signs it on behalf of the employer? It turns out a kind of legal paradox: TD both on behalf of the employee and on behalf of the employer must be signed by the same individual.

Note that in this case, an individual is in a different status: in one case, it acts on behalf of itself (an employee), and in the other, it is a representative of a legal entity. Note that the prohibition on concluding transactions for a representative in relation to himself as an individual is contained in cl.

3 tbsp. 182 of the Civil Code. But the regulation of the Civil Code does not apply to labor relations, and there are no such prohibitions in the Labor Code.

What is the difference between the position of a director and a general director?

The issue of delimitation of competence is resolved as follows:

• the powers of the participant are determined by the charter of the LLC;
• all other issues are resolved by the General Director on a leftover basis (in the absence of a board of directors in the management system).

For an LLC with one participant (he is also a director), the rules of Law No. 14-FZ on interested-party transactions and large transactions do not apply (part 1 of clause 5 of article 45 and part 1 of clause 9 of article 46 of the said law). In an LLC with a single participant, there is no conflict of interest, it is simply in administration and from a management point of view resembles an individual entrepreneur.

Attention

However, legally, there are significant differences between an individual entrepreneur and such an LLC. IMPORTANT! The advantage of an LLC over an individual entrepreneur is limited liability.

When creating an LLC, an individual transfers to him a part of his property, and with this property the LLC is responsible for its debts.
Management in an LLC Can the founder be a director of an LLC Founder and CEO in one person: employment contract Law enforcement practice: TD with a director in an LLC with one participant (he is also a director) Founder and director are one person: risks The only founder is a CEO in 2 societies Management in LLC The Civil Code of the Russian Federation directly provides for both the possibility of establishing an LLC by one founder, and the admissibility of the operation of an LLC, originally established by several persons, in the future with one participant. This can happen either as a result of the disposal of the rest of the founders from the LLC over time, or in the case of the acquisition by one person of 100% of the shares in the LLC (Part 2, Article 88 of the Civil Code of the Russian Federation). If in business practice the term “founder of an LLC” is usually used, the legislator prefers to use the term “member of an LLC”.
If there is only one participant in the LLC, then he takes decisions on behalf of the OSU alone. Such decisions must be made in writing.

In this case, a number of provisions determined by Law No. 14-FZ in relation to the OSU are not valid (Art. 39 of Law No. 14-FZ). Can a founder be a director of an LLC? Direct and positive answer to this question is contained in Part.

2 tbsp. 88 of the Civil Code. Note that when the director and founder are in one person, the management system in an LLC does not become one-level. Although all decisions at any level of management in such an LLC are made by the same person, from a legal point of view, this is a two-tier management system.

Who is the head of the organization CEO or founder

According to Article 7 of the Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies" (hereinafter - Law No. 14-FZ), a company can be established by one person who becomes its sole founder. The same person may also make a decision on the appointment of a director if for this purpose a general meeting of the company's participants is impossible, since only one person who acted as the founder when the company was created is its participant.

• It follows from the foregoing that a limited liability company may have one participant in its composition, who is entitled to perform the functions of the head of a limited liability company, i.e.

  be his employee.

• The provisions of the Labor Code of the Russian Federation do not contain norms prohibiting the application of the general provisions of the Code to labor relations, when the employee and employer coincide in one person, although the application of the provisions of Chapter 43 of the Labor Code of the Russian Federation to such legal relations is excluded. Consequently, the employee is entitled to maternity leave with payment of state social insurance benefits in the amount established by law, while the argument of the Social Insurance Fund that ...

  
  there is no status of a person insured under compulsory social insurance, rightfully rejected by the court as insolvent

Indirectly, this point of view is confirmed by the state. organs.

SZV-M. Thus, the said persons are subject to the compulsory pension insurance regime and upon payment of insurance premiums they have pension rights. Accordingly, these policyholders must submit to the bodies of the Pension Fund of the Russian Federation on a monthly basis information about each insured person employed by him.

Can a director's salary be included as an expense for income tax purposes? Arguments about whether it is necessary to conclude an employment contract with the sole founder of the organization or whether one should act as the officials advise (assign the functions of a leader without concluding any contract to oneself (the person who is the sole founder)) would not be so relevant if not one but.

At the same time, the courts have developed a strong practice of recognizing the relationship with the founding director as an employment relationship. Recall that for violations of labor legislation on the basis of cl.

Of the Code of Administrative Offenses, a fine is imposed from 30,000 to 50,000 rubles. from a legal entity. Before registering a TD with a director, it is necessary to create a decision of the sole participant of the LLC on the appointment of a director.

The article "Employment contract with the general director of LLC (sample)" tells about the features of such a solution. The only founder is the general director in 2 companies. The legislation does not contain prohibitions on the occupation of the director position by the only participant of an LLC in 2 or more such LLCs.

But only one AP in this case is the main one. In other LLCs, the director must draw up a TD on part-time work. All concurrent contracts are subject to the rules of Ch.

The fact is that, according to tax legislation, salary costs can be taken into account for tax purposes only if:

• labor relations (Article 255 of the Tax Code of the Russian Federation);
• civil law relations (clause 21 of article 255 of the Tax Code of the Russian Federation).

By virtue of paragraph 21 of Art. 270 of the Tax Code of the Russian Federation, when determining the tax base, expenses on any types of remuneration provided to management or employees, other than remuneration paid on the basis of employment contracts, are not taken into account. Therefore, even if a civil law contract is concluded with the head of the organization, accounting for the costs of paying him remuneration is associated with tax risks. According to the Ministry of Finance, the head of the organization, who is its sole founder and member of the organization, cannot calculate and pay wages to himself.

Good evening!
The competence of these two bodies is different, Director, in accordance with Part 3 of Art. 40 FZ "On LLC"

3. Sole executive body of the company:

1) acts on behalf of the company without a power of attorney, including representing its interests and concluding 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) issue orders on the appointment of employees of the company, on their transfer and dismissal, apply incentives and impose disciplinary sanctions;
4) exercise other powers that are not attributed by this Federal 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.

The Constituent Assembly (In your case, the Founder, if he is alone) Part 2 of Art. 2. The competence of the general meeting of the company's participants includes:

1) determination of the main directions of the company's activities, as well as making a decision on participation in associations and other unions of commercial organizations;
2) approval of the charter of the company, amending it or approval of the charter of the company in a new edition, making a decision that the company will continue to act on the basis of the model charter, or that the company will not act on the basis of the model charter in the future, change the size of the authorized capital of the company, the name of the company, the location of the company;

4) the formation of the executive bodies of the company and the early termination of their powers, as well as the adoption of a decision on the transfer of powers of the sole executive body of the company to the manager, approval of such a manager and the terms of the contract with him, if the charter of the company does not refer the decision of these issues to the competence of the board of directors (supervisory board) society;

5) election and early termination of the powers of the audit commission (auditor) of the company;
6) approval of annual reports and annual accounting balances;
7) making a decision on the distribution of the company's net profit among the company's participants;
8) approval (adoption) of documents regulating the internal activities of the company (internal documents of the company);
9) making a decision on the placement of bonds and other equity securities by the company;
10) appointment of an audit, approval of the auditor and determination of the amount of payment for his services;
11) making a decision on the reorganization or liquidation of the company;
12) appointment of a liquidation commission and approval of liquidation balance sheets;
13) solution of other issues provided for by this Federal Law or the company's charter.

Based on clause 4, the Director is appointed by the meeting of the founders.
It is up to you to decide which of them is "in charge".
Sincerely.

The name of the position of the head of the organization is stipulated in the constituent documents and in connection with the normative reflection of the sole management body.

The principle of designating the head of the enterprise and the construction of his labor relations with the company depends on a number of factors and functional areas of the company, as well as on the scale of production or other activities.

Director position description

As a rule, a director is appointed by a person in a non-profit structure with a range of management, control, representative and other functions to carry out the direction of the organization.

The director's key responsibilities and area of ​​responsibility are directly related to the company's activities. For example:

• The head of the transport organization ensures the safety of transportation and the creation of conditions for the working and rest regime of drivers. In some cases, he is responsible for licensing activities and providing special vehicles.
• In the field of public catering, the head of a canteen or a plant is personally responsible for the quality of food preparation, compliance with technology, sanitary standards, and product safety.

Under his leadership, a collectively developed development strategy for the profile of the organization is being implemented, production and economic plans are being implemented, and financial and economic issues are being resolved.

He appoints deputies for the conduct of various areas of activity, delegates authority to officials for the management of branches, representative offices, divisions, sites.

Deputy heads are appointed in both non-profit and commercial structures, there are no restrictions on the use of this position. The following designations of positions have become familiar: Deputy Director

• for development;
• for educational work;
• on scientific and methodological work;
• public relations;
• on the administrative part;
• on general issues, etc.

In practice, in small limited liability companies with a minimum staff of employees, there is a combination in one person of the director and the founder, who additionally performs the role of an accountant or HR clerk. In such cases, they become not through competition or as a result of elections of the general meeting, but through self-designation.

Description of the position of the CEO

The CEO is appointed by a person who represents the sole governing body of a commercial firm, more often a joint stock company or a limited liability company. He can be the owner, co-owner of the business, or, conversely, do not have a share in the capital of the company, be an employee.

This designation of the position of a key figure is typical for developed multi-level structures, including several separate divisions.

Each independent enterprise or branch, representative office that is part of the combined group of companies is headed by a director who is responsible for the work of the component link.

The general may be subordinate to several directors who are empowered within the framework of the regulations on the structural unit and the power of attorney to exercise leadership in any area. So, for example, in practice, we often meet the executive director, technical, development, financial, branch, commercial, etc. In fact, they are functional managers in the areas of activity.

The position of the CEO can be replaced by the laconic "president". This definition of leadership emphasizes the status and image of a large company or holding, the election of an honorary person.

Differences between them

From a legal point of view there are no fundamental differences between the names of the first persons in the management of organizations. In the qualification reference books, the positions of director, manager and general director are indicated as variants of names in a single group of enterprise managers.

The true differences in the use of terms emerge in practice.

You should pay attention to the scope of the company. In business, the key figure is often referred to as the CEO, in non-profit organizations, the director.

The number of people in the organization, the hierarchy of different levels also affect the name of the leader. In small firms, the team is traditionally headed by a director. In large industry institutions, groups of companies, corporations or holding companies, the sole management body is represented by the CEO.

During the conclusion of transactions, the signing of contracts, one should pay attention to the powers of the person representing the company, no matter how he is named. The reflection of the rights of the head must be spelled out in the constituent documents of the organization or the power of attorney issued to him.