Who should sign the contract when appointing a CEO? Who can sign the reconciliation act, and what does the power of attorney to perform such actions look like? Who should sign

Article 20 of the Labor Code of the Russian Federation states that in labor relations there are two people, the employee and the employer. An employer is an individual or a legal entity. And any person who has received certain powers from the main manager can become an employer. That is, it is necessary to write a power of attorney so that a person of lower rank than the employer has the necessary powers. Or rather, not a power of attorney, but rather an order appointing a person with the right to sign. If the chief personnel officer or the director himself is absent from the enterprise, this employee will perform some duties. Article 40 of the Labor Code of the Russian Federation indicates that if an authorized body is not elected in an LLC at a general meeting, which will have the right to sign personnel documents, then an individual is elected. This employee will have the right to sign without any powers of attorney. Conduct work, make transactions, issue a power of attorney on behalf of the community, issue orders, and so on. An individual is appointed through the internal charter of the enterprise. That is, the order is created in any case and the data is entered into the internal documents of the community. Now an individual is the sole executive body.

If the sole executive body is the general director, then it is he who will appoint someone to position, which means it will give the right to sign personnel documents. Of course, anyone can receive certain powers. But you only need to appoint a specialist from the management structure who is familiar with the constituent documents, laws and other regulations, and also has an idea of ​​what local regulations are.

It is not so easy to appoint a chief employee who has the right to sign. You need to draw up an order, issue a power of attorney and indicate job descriptions. The performer will fulfill certain requirements and will, in fact, be hired for a part-time position.

The Law “On Accounting” provides for the need to conduct an inventory of assets and liabilities within the timeframes and procedures determined by it (Article 11). Consequently, accountants draw up, among other things, to reconcile the status of general settlements that took place between the parties to the agreement on a certain date.

Who can sign the reconciliation report

Authorized Subjects

The legislation does not establish requirements for preparation and execution. But law enforcement practice is such that reconciliation acts are drawn up. When drawing up a reconciliation report, it is advisable to be guided by the requirements for the preparation of primary documentation accounting(Article 9 of the Law “On Accounting”), despite the fact that the reconciliation act is not such.

In considering the question of who should sign the reconciliation act, we will build on the principles of corporate law enshrined in the Civil Code of the Russian Federation:

• Rights and obligations legal entity carried out by its executive bodies in accordance with the constituent documents (Article 53), as well as by representatives authorized to do so by power of attorney (Article 182).
• The executive body of a legal entity is the head (president, director, general director, etc.). The director is appointed by the director, the terms of reference of the director are defined in the organization’s charter, and the employment contract with the director is concluded by the general meeting of the founders.
• An accountant acts on the basis of an employment contract and job responsibilities. The accountant's signature has legal force if he was authorized to perform legal actions, namely signing an order or a power of attorney, the preference and examples of which are given below. This also applies to the chief accountant.

This means that the answer to the question of who signs the reconciliation report will always be the director, and if an accountant, then by a power of attorney providing for such powers.

Unilateral signing

In law enforcement practice, a reconciliation act is a document signed by both parties. It is recommended to stipulate the procedure for drawing up and signing it in the concluded agreement.

Sometimes, the sent reconciliation acts are marked with a note that the document must be signed or adjustments must be made within N number of days and provided, otherwise the document is considered signed by the other party and recognized. Such a mark, and, consequently, a unilateral act of reconciliation, will be valid only if it was previously agreed upon in the contract or provided for by law (for example, under a construction contract).

Compilation rules

We noted above that there is no approved sample of the document we are discussing in the legislation, but the presence and compliance of the following information in it will only benefit the accounting departments of the parties:

• correct indication of all details: , organizational and legal forms, ;
• contract number and date;
• numbers, certificates of work performed or services provided, invoices, etc.;
• the reconciliation act itself must have a date, amount and;
• indication of the amount of debt in parentheses in words;
• separate selection;
• certification by authorized persons: signatures, their decoding, positions and seals, as indicated at the beginning of the article.

The signature on the reconciliation act is the topic of the video below:

Signing upon dismissal

Large enterprises upon dismissal of the chief accountant or employee in whose job responsibilities included conducting settlements with counterparties, drawing up acts of reconciliation of mutual settlements with counterparties with their subsequent inclusion in the act of acceptance and transfer of documents to the new employee. The procedure is recommended and not mandatory; its implementation is entirely subject to the owner’s decision.

In order for the reconciliation act signed by an employee (for example, an accountant) to be legitimate, the manager issues a power of attorney indicating the following information:

• date and city of document preparation;
• if the power of attorney is not issued on letterhead, full details of the legal entity - the employer;
• Full name of the accountant and passport details;
• terms of reference;
• with/without the right to delegate powers;
• for what period is it issued;
• certification of the signature of the authorized representative;
• signature, transcript of signature, position of manager and seal.

Sample power of attorney form.

Power of attorney for signing authority

Order for the right to sign

Some organizations prefer to issue an order to the accountant giving him the right to sign. The order must cover the following points:

• date, number;
• title: on granting the right to sign;
• reason: due to production needs or in order to optimize document flow;
• basis: articles 7 and 9 of the law “On Accounting”;
• granting the right of first signature to the chief accountant of reconciliation acts of bilateral settlements;
• establishment of personal and financial liability;
• certification of the signature of the authorized person;
• familiarization with the contents against signature;
• assignment of control over execution.

Sample order

Important! The order is a local act; its effect does not apply to third parties outside the enterprise.

The governing law for the order is labor law, in contrast to a power of attorney, which is issued for action outside the enterprise. The governing law in this case is civil law. Based on the above, it is recommended to require a power of attorney from the counterparty, and not an order, in the case of signing documents not by the head of the enterprise.

Letter requesting to sign AC

Like any outgoing letter, a letter to the counterparty with a request to sign the reconciliation report must comply with the rules of business correspondence and contain the following information:

• date, number;
• name of the addressee's organization, legal form, exact legal address;
• polite address to the manager;
• link to the concluded agreement, details;
• request to endorse the attached reconciliation report;
• signature, transcript of the signature, position, seal (a seal imprint on a letter drawn up on a letterhead is not required).

It is recommended that all outgoing documentation be drawn up on letterhead, in two copies: one for the counterparty, the second for the enterprise’s own office, on which the first person signs that the correspondence was received.

Sample letter requesting to sign a reconciliation report.

Sample request letter

If the counterparty does not sign the document

Signing the reconciliation acts is a voluntary action. Let's figure out what actions to take if the counterparty fails to sign the reconciliation report. As noted above, it is advisable to provide for the procedure for endorsing the reconciliation report and the deadlines in the agreement concluded with the counterparty. When sending the act, it is necessary to note: “the document must be signed within the N number of days and the second copy must be returned to the originator, otherwise the document is considered signed by the second party, and the settlement balance is recognized.”

If there is no response from the counterparty, it is necessary to send a covering letter with a reconciliation report by registered mail with notification of receipt by the addressee. In the event of subsequent litigation, the agreement, primary documentation, sent reconciliation act, claim and delivery notices will serve as the evidence base for unsuccessful attempts at pre-trial peaceful settlement.

Risks

Despite the fact that the reconciliation act is not primary documentation, and is not provided for by law, its importance should not be diminished. Signing a reconciliation report with reference to the primary documents, the date of signing, and the basis for the debt causes consequences such as recognition of the debt and interruption of the statute of limitations, provided it is drawn up correctly.

Signing deadlines

Let us remind you that the preparation and signing of reconciliation acts is voluntary; there is no mandatory norm, therefore the timing for signing the reconciliation act is stipulated by the parties to the agreement. If there are no such deadlines, a note is made in the cover letter.

To summarize the above: despite the fact that there is no requirement in the law to draw up reconciliation statements for mutual settlements, accountants are recommended to draw up this document for implementation and obligations. It is signed by an authorized person: a manager or an accountant based on a power of attorney. Above are examples of the required documents and are given practical advice to complete the account reconciliation procedure.

A lot of useful information about filling out and signing the AC is given in this video:

Posted On 02.12.2017

Article 105-107 of the Constitution of the Russian Federation determines all the features of the development and adoption federal laws. The adoption structure requires approval by the State Duma and the Federation Council. It is mandatory that the bill must be signed by the president of the country within 14 days after a particular bill has received approval from the Council of Federations and the State Duma.

Who exactly is obliged to sign the laws of the Russian Federation?

It is immediately necessary to say about the structure of the adoption of legislation:

1. Laws are initially drawn up by experienced lawyers and reviewed by the State Duma. At this stage, all sorts of discussions are taking place that could make the legislation ideal from one point or another. No less important point– compliance of the created law with constitutional norms and existing legislation.

   How to correctly delegate the right to sign civil contracts and personnel documents

   In our country, the legislative body is considered to be The State Duma Therefore, it is very important that at this stage, immediately, certain shortcomings of the bill are eliminated;

2. Deputies are required to vote. A bill is considered adopted if more than half of the deputies vote for it, then the bill is submitted to the Federation Council for consideration;
3. The Federation Council also carries out a very detailed study of the bill, various discussions are held, etc. If the bill does not have any negative aspects, a vote is taken and it is adopted. At the same time, the bill may be returned to deputies for revision;
4. If the deputies agree with the remark of the Federation Council, work is done to finalize the law. If the State Duma does not agree with the amendments made, a second vote is taken, and if 2/3 of the votes are received, the bill is considered adopted.

After the entire adoption structure described above, when the bill already has the status of adopted, it goes to the president of our country. Without the president's signature, the bill will never see the light of day. Among other things, the president has the right to veto legislation.

Features of publication

Within 14 days from the adoption of the bill, the president must sign it or veto it. After the president's signature, within seven days, this bill must be made public. In accordance with Federal Law T 14.06.1994 N 5-FZ “On the procedure for publication and entry into force of federal constitutional laws, federal laws, acts of chambers Federal Assembly» the text of the document, and in full, is published on specialized federal websites, as well as printed publications.

After ten days from the date of promulgation, the bill is considered adopted. However, most often the date of entry into force of the law is indicated in the text of the bill itself.

Who has the right to sign primary documents

Situations arise when the director is absent, and you need to sign an important document right now.

To avoid such situations, many managers make sure in advance that in the event of their absence, there is a person at the enterprise who can sign important documents.

Registration of signature rights

If the director is absent from the enterprise (on vacation, business trip), the ability to sign documents may be assigned to another person.

To obtain the right to sign for a director, there are two ways:

1. Issue a power of attorney to sign certain documents;
2. Issue an order.

When issuing a power of attorney to sign documents you should know that it must be drawn up in accordance with the requirements of civil law. It is mandatory to indicate:

1. Date of issue;
2. The place where it was issued;
3. Her number;
4. Text containing all information about the company, as well as information about the director and the person to whom it is issued;
5. Signature of the head and seal of the organization.

If the power of attorney is issued by way of delegation, then it must be certified through a notary.

A power of attorney can be issued to any person, even to someone who is not an employee of the organization.

Drawing up an order for the right to sign

An order can only be issued to a company employee. At the same time, length of service in this organization does not matter. This is it distinctive feature execution of an order from a power of attorney. The order must indicate:

1. Date and number;
2. The text of the order, which indicates the employee who is given the right to sign;
3. Manager's signature;
4. Seal of the organization.

The right to sign on bank documents

If the right to sign for a director is issued for banking transactions, then it is necessary to enter a sample signature on the company’s bank card where the accounts are opened.

Chief Accountant, who by his duties is a person having the right of second signature, cannot be given the ability to sign documents for the director.

If the organization does not have the position of chief accountant, then in this case there is only one person who can sign documents, he is the director. In such a situation, any employee can replace him.

Responsibility for signing authority

The person authorized to sign must remember that he is personally responsible for signing documents. If he signs documents that will testify to illegal activities, then various types of sanctions, including criminal ones, can be applied to him. This should be understood when signing contracts for large sums of money.

But also the head of the organization bears the risk when assigning powers to a particular person. If he was absent for a month, and during this time many documents were signed. If difficulties arise in the future with the fulfillment of the obligations assumed, the manager himself will be responsible.

If you have any difficulties with completing an order or power of attorney, our specialists will help you understand the current situation. They will select a solution that suits you and your company.

Should the director's signature match his signature in the passport?

The regulations do not contain any instructions and do not provide any sample signatures. GOST R 7.0.8-2013 “SIBID. Record keeping and archiving. Terms and Definitions" offers the following definitions:

• signing (of a document): Certification of a document with the handwritten signature of an official or individual in the prescribed form.
• signature: Props containing a handwritten signature of an official or individual.

However, this concept (“signature”) is not detailed in this document. However, in civil transactions, when making transactions for which a written form is established by law or agreement of the parties, it has important legal significance.

By general rule a transaction in writing (simple or notarial) must be completed by drawing up a document expressing its contents and signed by the person or persons making the transaction, or persons duly authorized by them (clause 1 of Article 160 of the Civil Code of the Russian Federation). Consequently, the absence of a signature under such a document constitutes a violation of the written form of the transaction, which leads to the following consequences:

1. deprives the parties of the right in the event of a dispute to refer to witness testimony to confirm the transaction and its terms, but does not deprive them of the right to provide written and other evidence (clause 1 of Article 162 of the Civil Code of the Russian Federation);
2. entails the invalidity of the transaction in cases expressly specified in the law or in the agreement of the parties (clause 2 of article 162 of the Civil Code of the Russian Federation).

From paragraph 3 of Art. 160 of the Civil Code of the Russian Federation it follows that signing a document means affixing a signature in one’s own hand. However, Russian legislation does not contain a definition of this term. Dictionary S.I. Ozhegova defines a signature as a handwritten surname, and clause 1 of Art. 19 of the Civil Code of the Russian Federation establishes that a citizen, as a general rule, acquires and exercises rights and obligations under his own name, including the surname and first name, as well as patronymic, unless otherwise follows from the law or national custom. From this we can conclude that signing a document means the citizen’s handwriting of his full name (that is, first name, patronymic and last name).

The right to sign documents

Any other or otherwise executed designation may, in appropriate cases, be regarded as an analogue of a signature, which, according to clause 2 of Art. 160 of the Civil Code of the Russian Federation is allowed only in cases directly specified by law, other legal acts or agreement of the parties.

In current practice, an abbreviation (a stroke usually written instead of a signature) is usually used as a signature.

However, the initial purpose of such a stroke is not to replace the signature, but to create additional protection for the signature from forgery due to the greater complexity of writing them together. Thus, formally, a stroke is not a replacement for a handwritten signature and cannot be considered as an analogue of the latter.

Based on the foregoing, managers and other officials of organizations (including directors), when performing legally significant actions, must affix their full signature (regardless of the sample signature in the passport), that is, write their own full name(full name), and demand the same from counterparties. In the future, this will allow the signers to be identified unambiguously (or with a high probability).

If you are individual entrepreneur or director of a commercial organization related to a small business, I can offer legal support services for your business (legal outsourcing services). Read more…

It may be one of the founders, or the only founder; he will be an employee of the enterprise. Therefore, when registering an employment relationship with him, all required documents must be drawn up, as well as when terminating the employment relationship.

The CEO is first and foremost an employee

General grounds - on general grounds, an employment contract is terminated both at the initiative of the employer and at the initiative of the employee. Reasons for termination at the initiative of the employer:

• one-time gross violation;
• repeated and job description in the presence of previously imposed penalties;
• loss of trust;
• expiration, etc.

The expiration of an employment contract is the most common reason, since, as a rule, a fixed-term employment contract is drawn up with the general director. At the same time, no one can prohibit the general director from submitting a resignation letter of his own free will, like all other employees.

In this case there is only one difference. If an ordinary employee is required to notify the employer of the upcoming dismissal at least 14 days in advance, then in the event general director this period is increased to 1 month.

That is, a person holding the position of General Director has the right to submit a letter of resignation to the general meeting of founders and, after this period, terminate his employment. labor activity regardless of whether there was a shareholders meeting during this period.

Just as when dismissing an ordinary employee, in the case of the general director, the employer (general meeting or one authorized person) can, in agreement with the employee, shorten the notice period, even dismiss him on the same day.

In the case where the general director is the sole founder of the LLC, filing an application becomes a formality necessary to comply with the requirements of labor legislation when registering employees.

It is also possible to terminate the employment contract between the general director and the owners of the organization by agreement of the parties.

Special grounds

Employment record of dismissal

Expert lawyer's opinion:

The decision to fire or hire the head of an enterprise is always made by the owner. The article describes the entire procedure for dismissing a manager. It is correctly stated that the owner can exercise his powers individually if he is the only participant (shareholder). Or maybe through the governing bodies authorized by the charter.

For example, a general meeting, board of directors or management board. But in any case, an order must be issued signed by the dismissed director. In it, instead of the usual wording, the decision of the owner (meeting, board of directors or board) may be announced. This decision is attached to the order. This will ensure compliance with enterprise and labor laws.

Our lawyers are ready to help you in difficult cases. Please contact us using the contact information provided.

But the following video will introduce you to the specifics of hiring a general director: https://www.youtube.com/watch?v=vTzaWOrwv0Q

A power of attorney is recognized as a written authority issued by one person to another for representation before third parties, including for making transactions on behalf of the represented person. According to a transaction made by a representative under a power of attorney civil rights and obligations arise (change, cease) directly from the represented person (Articles 182, 185 of the Civil Code of the Russian Federation).

According to paragraph 3 of Art. 9 of the Accounting Law, the list of persons authorized to sign primary documents is approved by the head of the organization in agreement with the chief accountant. Documents used to formalize business transactions with in cash, signed by the head of the organization and the chief accountant or persons authorized by them.

Requirements for the preparation of certificates of work performed and services rendered

If the customer under the contract is a budgetary institution, it is recommended that the contractor, in the certificate of completion of work (services rendered), require an indication of which budget year the services accepted by the customer are to be paid for, that is, whether the contract is covered by limits allocated from the relevant budget, and under what article of the budget classification. Ultimately, this will have its significance in the case when the customer refuses to fulfill its obligations under the contract with allegations that it has not been allocated or has not been fully allocated the appropriate funds from the budget.

Information should not be submitted in Form N 2-NDFL regarding income paid to individual entrepreneurs for the work performed (services provided), but only if these individual entrepreneurs have presented to the tax authority documents confirming their state registration as entrepreneurs without education legal entity and registration with tax authorities. Taking into account these provisions of tax legislation, it is recommended to provide the act of work performed (services rendered) by an individual entrepreneur with details of the number and date of the document that confirms his state registration as an individual entrepreneur.

Certificate of completion of work: why is it needed and how to draw it up correctly

In practice, at capital construction projects, all this is drawn up after the customer and contractor inspect and accept the finished object within the time frame established by the contract. If defects or deviations from the terms of the contract are discovered, the customer must notify the contractor about this and indicate the defects in the report. All of them are subject to removal by the contractor. If everything has already been signed, and after that hidden defects are discovered, the contractor must still eliminate them.

It would be appropriate to talk about what is meant by the concepts of “works” and “services”. Civil legislation does not provide direct definitions, but Chapter 39 of Part 2 of the Civil Code of the Russian Federation “Paid provision of services” states that a contract for paid provision of services is used in the provision of communication services, auditing, veterinary, information, consulting, training or tourism services. As for contracts providing for the performance of certain works, they take place during transportation, maintaining bank accounts, storage, transport expeditions, performing research, technological or development work, as well as when drawing up a contract.

ConsultantPlus: Forums

Individual entrepreneur, 6%, I draw up an agreement for work/services, do them, receive payment, everyone is happy - do you have to sign the documents? Or is it just desirable? Because I specifically read the Tax Code - there is nothing there about the fact that an individual entrepreneur must sign acts with companies after receiving money.
Let's say someone says that it is necessary, then I immediately ask you to answer - why? who requires them? tax office? what article, etc.? If with t.z. If the company then suddenly turns out to be dissatisfied and sues for poor-quality service, then you can write something like the following in the concluded contract: if within 7 days the company does not make a written complaint about the work, then the services are considered to be performed efficiently and on time.
A?

BSO - what kind of form should I write out? And if I write it out, will the money be deposited into my account? or not, but just indicate them in KUDIR, and that’s all?
About acts: there are services with monthly payments - the vast majority of them, and every month acts. I mean for this case: that there is a line in the contracts “if within 7 days after payment the company does not make a written claim for the work, then services are considered to be performed with high quality and on time.” - How can anyone then act in bad faith? Payment is made in advance, at the beginning of the month/quarter. Naturally, whoever needs them, I will prescribe them.
Thank you!

Who should sign the work completion certificate?

2) third party - if the fulfillment of the obligation was entrusted in whole or in part to a third party who is not a party to the obligation. For example, under a capital construction contract, the general contractor can attract subcontractors and entrust them with the work. In this case, the act will be signed by subcontractors. It should be taken into account: if the law, contract or nature of the obligation implies that the party is obligated to fulfill the obligations personally, then the customer decides at his own discretion whether to accept the fulfillment of the obligation or not;

Example Company “A” entered into an agreement to perform certain work with company “B”. To enter into an agreement, company A was authorized by a person who was duly issued a power of attorney only to enter into an agreement. Subsequently, this authorized person accepted the work performed and signed the act. According to the terms of the contract, the work performed must be paid 10 days after signing the act.

By signing the acceptance certificate for the work performed, the customer agrees with its contents

As follows from the explanations of Mr. K., the director of the plaintiff, given by him in the claim and additions to it, as well as during the court hearing, the reason for this was that the work completion certificate originally drawn up by the contractor was not accepted by the customer, due to the presence disagreements on volumes and prices.

According to paragraph 50 of the Rules, the customer who received the contractor’s message about the date of readiness for commissioning of the facility (completed construction work), is obliged to begin accepting it (their) within 3 days. The customer organizes and carries out this acceptance at his own expense, unless otherwise provided by the contract.

When signing acceptance certificates for completed work, you must indicate the date

At the same time, based on the content of paragraph 5 of the resolution of the Plenum of the Supreme Economic Court of the Republic of Belarus dated May 27, 2011 No. 9 “On some issues of writ proceedings”, a document confirming the non-dispute of the debt, as well as accrued sanctions, can be a claim sent to the debtor, received and left they have no answer.

It should be noted that when filing the above-mentioned claim in court in pursuance of the requirements of Part 2, Clause 2, Art. 10 of the Civil Code of the Republic of Belarus and the Appendix to the Economic Procedural Code of the Republic of Belarus “Claim procedure for resolving a dispute”, the plaintiff sent a claim to the defendant for the return of the debt and payment of sanctions, which was received by the defendant according to the mark on the postal notification, but no response was given to it was.