I.O. general director

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I.O. general director

An essay on the misconceptions associated with the position of acting CEO.

Anyone who has come across business contracts knows the phrases: “... represented by a director acting on the basis of the charter” or “... represented by the head of the sales department acting on the basis of a power of attorney.” Among the many contracts passing through the hands of a lawyer, from time to time there are unusual ones. In their “header” you can read: “...in the person of an acting director acting on the basis of the charter.” Misconception about acting director (and his ability to act on the basis of the charter) is what this essay is devoted to.

Unlike individuals who independently sign contracts, powers of attorney, statements of claim and other documents, legal entities act in civil circulation through actions individuals, representing them. The law contains a limited list of those who can act on behalf of an organization without a power of attorney. These are the so-called "organs" legal entity"(Article 53 of the Civil Code of the Russian Federation). These include, first of all, the executive body of the organization (director, general director, chairman of the board, president, etc.). In some organizations where bodies are not created at all, for example, in general partnerships, its participants act on behalf of the organization without a power of attorney. Civil legislation also provides for cases when the powers of the executive body are terminated and its functions are performed by other persons: for example, during the course of a liquidation commission or liquidator, and in some bankruptcy proceedings the powers of the manager are exercised by the insolvency administrator. Finally, the law allows for the transfer of functions of the executive body management organization or the manager. They also act without a power of attorney. To represent the organization, everyone else needs a power of attorney issued to someone who can act on behalf of the organization without a power of attorney or by a person who has a power of attorney with the right of substitution.

As you can see, no “acting” The law does not provide for those who can represent an organization without a power of attorney. Nor does it allow to provide for such a possibility in the charter or in any other documents of the organization.

From this general rule there is only one exception, which applies to joint stock companies and, moreover, only to those of them in which a board of directors has been created and the director is elected by the general meeting of shareholders. In such a joint stock company, the board of directors is given the right to suspend the powers of the manager elected by the general meeting of shareholders, provided that the board of directors immediately decides to convene an extraordinary general meeting of shareholders, to which the issue of re-election of the manager will be brought up. Until such a meeting is held and the head is re-elected in the proper manner, the board of directors must appoint a temporary executive body - the same acting one. The same procedure applies if the director of a joint stock company is for some reason unable to perform his duties (for example, due to serious illness or death). It should be noted that these cases are not so frequent: on the one hand, joint stock companies In our country there are much fewer limited liability companies than limited liability companies, even fewer of them have a board of directors, and of them, those where, with an existing board of directors, the issue of electing a manager is within the competence of the general meeting of shareholders.

Much more often, “acting duties” appear when the head of an organization, going, for example, on a business trip or vacation, issues an order appointing his deputy as acting director. Such acting director (or general director) does not become a “body of a legal entity” (within the meaning of Article 53 of the Civil Code of the Russian Federation) and cannot act without a power of attorney. In particular, any contracts, claims, or claims signed by him will not have legal force and will not be considered to originate from the organization.

• Is it possible to hold the trust founder liable?
• Can a person who is prohibited by law from participating in commercial organizations transfer a share in an LLC to trust management?
• The court of general jurisdiction left the claim without consideration because the plaintiff did not comply with the pre-trial procedure. The appeal upheld the private complaint due to procedural irregularities. What will happen to the case?
• One LLC participant transferred a share in trust to the second participant. How to enter information about this into the Unified State Register of Legal Entities?
• Is it possible to appeal a “refusal determination” in the supervisory procedure?

Question

The question still remains: during the General Director’s vacation, will there be anyone left to perform his duties. Does this assignment take place on the basis of a power of attorney? If so, what extent of powers should be specified in the power of attorney?

Answer

A director may delegate powers during his absence independently only if such competence is provided for in the company's charter. In practice, such a right may belong to both the director himself and the collegial executive body (board of directors) or a meeting of company participants. If, according to the charter, the director does not have the right to appoint a deputy during his absence, then the decisions made by such a person can be challenged (,).

To make internal decisions (signing personnel orders, concluding employment contracts, etc.), an order is drawn up (sample in the attached file).

To sign contracts with counterparties, it is safer to issue a power of attorney (sample in the attached file).

Learn more about how to apply for temporary duties general director You can read the rationale.

The rationale for this position is given below in the materials of the “Lawyer System” , "Personnel Systems".

“Temporary replacement of the director by another employee in the event of his absence.

Main question: Does the director have the right to choose who will replace him while he is on vacation or on a business trip?

Solution: this is possible if such powers are provided for in the charter. Otherwise, the meeting of participants must appoint an interim director.

By various reasons the director may need to be temporarily absent from the company. This may be due to illness, vacation or business trip. In such a situation, his responsibilities must be assigned to another person. In order to correctly determine the course of action, you need to find out what the company’s charter says about this.

A director may delegate powers during his absence independently only if such competence is provided for in the company's charter. In practice, such a right may belong to both the director himself and the collegial executive body (board of directors) or a meeting of company participants. If, according to the charter, the director does not have the right to appoint a deputy during his absence, then the decisions made by such a person can be challenged.

Judicial practice. The court recognized that the director did not have the right to appoint another person by his order as the temporary acting sole executive body, since the resolution of this issue was within the competence of the general meeting of participants. The court noted that the indication in the order that the appointed person is temporarily acting as the general director has no legal significance, since this order granted him all the powers of the general director ().

In another case, the same court indicated that if the law or constituent documents do not provide for the institution of temporary performance of the duties of a manager and the procedure for appointing an acting director is not determined, then the person acting in such a capacity performs the functions of a manager unlawfully ().*

Thus, in order for a director to legally appoint a deputy, the charter must contain a condition that this is within his powers. This is also important for recognizing the company’s actions in the field of labor relations as lawful. Thus, considering the dispute about the legality of the dismissal of workers in connection with a reduction in the number of the branch, the court indicated that the order to exclude units from the staff was issued by the deputy director. At the same time, the power of attorney and the Regulations on the branch gave the director of the branch the right to issue orders relating to the activities of the branch and mandatory for all employees of the branch. The documents also stipulated that during the temporary absence of the branch director, his powers are exercised by other officials. The court noted that the necessary orders to appoint them as acting directors of the branch were available. In this regard, he came to the conclusion that the decision to dismiss workers was made by an authorized person ( appellate ruling Astrakhan Regional Court dated April 24, 2013 in case No. 33-1193/2013). The conclusions from this decision are also valid for the company as a whole.

Registration of transfer of powers of the director to another employee.

Even if the duties of the director are performed by a full-time deputy,

he still needs to make an additional payment (appeal ruling of the Voronezh Regional Court dated May 10, 2012 No. 33-2442).

Main question: What document needs to be used to formalize the transfer of the director’s powers to another employee during his absence?

Solution: To sign internal orders, an order is sufficient, and to enter into transactions with counterparties, a power of attorney is required.

One of the most problematic issues of vesting an acting director with the powers is what document needs to be drawn up - an order or a power of attorney.

In order to decide on the document, it is important to understand for what purposes the powers of the head of the company are transferred. If for making internal decisions (signing personnel orders, concluding employment contracts, etc.), then you can limit yourself to an order. This conclusion follows from the explanations of the Plenum of the Armed Forces of the Russian Federation that the representative of the employer in the event of concluding an employment contract is a person who, in accordance with the law, the constituent documents of the company or local regulations vested with the authority to hire workers (). This list does not include a power of attorney, which means we can conclude that it is not necessary to issue one.

A power of attorney will be needed if the deputy will sign documents intended for external broadcasting: enter into agreements with counterparties, sign invoices, send reports to various government bodies etc. Most experts agree that in this case it is safest to draw up this document. Based on the content of the Civil Code of the Russian Federation, paragraph 3 of Art. 40 Law No. 14-FZ, art. 69 of Law No. 208-FZ, the sole executive body of the company issues powers of attorney for the right of representation on behalf of the organization. In relations with external contractors and government agencies, the acting acting representative acts as a representative of the company. However, often judicial practice does not consider the lack of a power of attorney to be a critical violation if there is an order to temporarily perform the duties of a director. This position was expressed by the Supreme arbitration court Russian Federation back in 2008 ().

However, in some cases, the absence of a power of attorney may cast doubt on the legality of the actions of the interim. Thus, the court declared the transaction illegal, since the deputy did not have the appropriate power of attorney. The court indicated that the provision in the company's charter allowing its deputy to act without a power of attorney is illegal, since only the sole executive body of the company is vested with such a right (). Considering the existence of controversial practices, it is better to have such a document.”*

« Cases of temporary performance of duties of the general director.

In what cases does it become necessary to temporarily act as a general director?

Temporary performance of the duties of the head of an organization is required in cases where he is absent for some reason (sick, on a business trip, vacation, etc.) and the organization’s charter does not stipulate that the functions of the head of the organization are performed by several people ().

Order on the assignment of powers to the general director.

How to issue an order to temporarily assign an employee the powers of the head of an organization.

As a rule, the temporary performance of duties of the general director is assigned to his deputy. If the general director does not have a deputy, job responsibilities which would include temporarily performing the functions of a manager, then assign these responsibilities to another employee. In this case, the general director must issue an order to temporarily assign the duties of the head of the organization to this employee (Procedure approved).

The order must specify the specific responsibilities of the employee replacing the manager. For example, sign HR orders, invoices, etc. (, approved,).

The procedure for temporarily replacing a manager can be prescribed in the organization’s charter (,). The charter, in particular, may provide for the procedure for electing (appointing) a new head of the organization during the absence of the old one (for example: in the event of his arrest).*

Question from practice: Is there a need for a separate order on the temporary performance of the duties of a manager if job description a specialist has a clause stating that he replaces the manager during his absence (during vacation, illness, etc.)

Yes, we need it.

A clause in a specialist’s job description about temporarily performing the duties of a manager during his absence cannot replace an order for replacement. The decision to substitute must be made in each specific case of the absence of a manager.

In this case it is necessary:

• determine whether it is generally necessary to introduce a substitution during the manager’s absence (for example, the manager’s absence may be so short-term that there is no need for a substitution);
• record the absence of the manager and assign his duties to another employee;
• define powers official(if, for example, it does not follow from the job description what exactly the duties of the manager will be performed by the specialist) and set its deadline;
• resolve issues of payment for the replacement period (if necessary).

Power of attorney to exercise the powers of the general director.

How to issue a power of attorney to temporarily grant an employee the powers of the head of an organization.

If the organization’s charter does not provide for the division of powers of the head of the organization into several employees and the possibility of transferring powers in the absence of the general director, then it is necessary to formalize. It is designed to regulate the organization’s external relations (in particular, relations with counterparties). In the power of attorney, indicate the powers delegated to the authorized person.

Question from practice: can the founder replace the general director during vacation

Yes, it can.

In this case, the founder will need to be hired as an ordinary employee (at the main place of work or part-time) under a fixed-term employment contract during the absence of the general director, giving him the appropriate powers. This conclusion follows from the totality of the provisions of the articles of the Labor Code of the Russian Federation.”

A professional help system for lawyers in which you will find an answer to any, even the most complex, question.

In any company, employees go on vacation, go on business trips, and get sick. A replacement person is usually appointed to perform the functions of a temporarily absent employee. However, he is not exempt from own work, but in practice often receives a position with the prefix “I.O.” without any additional charges. From the point of view of the law, this can be regarded as forced labor, therefore an order for temporary performance of duties must be drawn up in compliance with the prescribed procedure.

What is VRIO?

An employee’s performance of duties for himself and “for that guy” can be formalized in three ways:

• internal part-time job;
• expansion of the scope of work;
• temporary replacement (Article 60.2 Part 2 of the Labor Code of the Russian Federation).

If we're talking about about replacing a person temporarily absent from the workplace for one reason or another, the latter should be correctly applied. How is it different from the rest?

Internal combination is considered additional work performed by an employee in another position, both during the main working day and outside of it. For example, a secretary can “moonlight” as a personnel officer, a supply manager as a watchman, if these units are provided staffing table and are still free.

Expanding the volume and service areas involves a person performing duties in his position, but beyond the norm established by the employment contract. This is what teachers do when they take on extra hours at 1.5 – 2 times the rate; postmen and janitors serving several areas at once, etc.

Temporary performance of duties does not provide for the replacement of a vacant position by a current employee. An interim employee is appointed only in cases where the main employee is absent from the workplace. A typical situation: while the director is on vacation, someone must take over his functions. A deputy, head of a division, chief accountant or any other employee included in the order to temporarily perform the duties of the general director can deal with current affairs, solve problems, and sign papers.

Department heads leave their subordinates “under the supervision” of one of the specialists, who, by order, is vested with leadership functions and powers. Be sure to assign the performance of duties to one of the staff, if the chief accountant has gone on vacation or sick leave, other responsible employees, whose absence must be compensated for the normal functioning of the company.

At the same time, the deputy continues to perform his main duties in full. If the “boss’s chair” requires the employee to be taken away from his own affairs, then this is no longer an executive position, but a full-fledged, albeit temporary, transfer to another position.

How to apply for a temporary replacement?

To formalize temporary performance of duties, a certain procedure is provided:

1. Obtain the consent of the potential deputy. You can assign additional work and responsibility to an employee only with his consent. Moreover, a verbal “yes” in this case is not enough; it must be recorded on paper. Usually this is either a statement from the employee himself (“Please appoint me as acting…”) or a written proposal from the employer, in which he sets out the terms and conditions of the replacement. The form of this document does not matter and can be arbitrary.
2. Determine the amount of additional payment for performing duties. Any work must be paid, and temporarily replacing a colleague is no exception. In many cases, the ACT cannot count on additional money. For example, for deputy directors, leading in the absence of the boss is a direct responsibility. The senior accountant usually remains in charge of the chief while he is away, without any additional payments. This is logical when the obligation to temporarily replace employees with similar functionality is fixed in the employment contract or the employee’s job description. In other situations, replacement is considered work not covered by the employment agreement. The amount of additional payment is not regulated by law and is set at the discretion of the employer in agreement with the employee: fixed amount, percentage increase in salary, etc.
3. Sign an additional agreement with the employee. When the consent of the deputy is received, the remuneration is determined, the conditions must be secured by an additional agreement to the TD in 2 copies. In the document we specify: the position for which the duties will be performed, the content and scope of work, the timing of replacement, the amount of additional payment. If the absent employee is on vacation or on a business trip, the replacement period is taken from the relevant personnel orders. In cases where the date of his return is unknown (sick leave, maternity leave), remains in the additional agreement open wording: until the main employee leaves workplace.
4. Issue an order to the ACT and familiarize the employee with it against his signature.

How to draw up an order for temporary performance of duties?

Based on the annex to the employment contract signed with the employee, it is necessary to draw up an order for temporary employment.

A sample order for temporary performance of duties must contain:

• Full name, position, structural unit and other information about the employee appointed by the executive body;
• reason for replacement, position, full name of the temporarily absent person;
• an indication that the deputy is not relieved of his main job;
• replacement start date;
• the exact end date or other indication of the period;
• amount of surcharge;
• the basis for issuing the order (additional agreement, employee statement).

The rest of the document form is free. The text may contain other necessary information. For example, an order to temporarily perform the duties of a chief accountant should give the replacement the right to sign financial documents.

The replacement of the chief accountant and the head of the company is formalized by order even in the event of a one-day absence, since these persons bear full responsibility for the activities of the organization. The director can be appointed personally by the director himself, and if this is not possible, by the management body (general meeting of LLC participants). Orders for temporary activity are registered in the order journal for personnel and are stored for 75 years.

Data that the employee was temporarily an acting executive without leaving his position in work book are not entered, but can be recorded in a personal T-2 card.

If an employee replaces a person who is a MOL, it is necessary to conclude an agreement with him on full financial responsibility. Temporary performance of duties can be terminated early, either at the initiative of the employer or at the request of the employee - it is enough to notify the other party 3 days in advance.

It is unlawful to assign responsibilities to an employee beyond the functionality specified in the employment contract without his consent, documentation and additional payment. Employers in forcibly Those who force staff to take on the work of temporarily absent colleagues may be subject to administrative liability. The head of a company, as an official, is punished with a fine of 1 to 5 thousand rubles (Administrative Code, Article 5.27).

And fill out the paperwork? What are these concepts, what do they mean? What is the difference between an acting director and an acting director? These and other questions will be answered in the article.

What is vrio?

Quite often there are situations when the head of an organization goes on vacation and transfers his responsibilities to one of the employees. The question arises: how to arrange everything correctly and correctly? The point is that Labor Code Russian Federation does not contain clear language regarding the temporary replacement of the acting position. To begin with, it’s worth understanding what an interim is.

Interim - it is like “temporarily Interim is additional work that will be performed by an employee of the organization with his official consent. As a rule, it is an order where the employee leaves his signature. It is also worth noting that additional responsibilities assigned to the employee should not go out outside the working day. This is also regulated by the Labor Code of the Russian Federation. In this case, the employee receives a temporary position. wages- his main position and for his actual position.

What is i. O.?

I. o. - This is the person performing the duties. It can be any employee of the organization. He is appointed in accordance with the agreement. As a rule, position and. O. occupied by people capable of optimally and effectively performing the duties of their superiors. I. o. persons such as deputy, senior assistant, etc. become

Create a position and... O. possible in several ways. Here are two main options:

• An order for an enterprise when, as a rule, there is no available vacancy. In fact, the bosses appoint themselves and... O.
• Order after a meeting of directors or a general meeting. This situation is possible when there is a vacant position. In this case, the decision to appoint a candidate for the post of director must be made exactly one month in advance.

Acting and i. o.: main differences

Finally, it is worth considering one of the most important issues: What is the difference between interim and IO? The differentiation of these two concepts is spelled out in Articles 151 and 74 of the Labor Code of the Russian Federation. True, the provisions of these two articles are not very well refined in practice, which is why problems often arise.

As mentioned above, the main difference between the two concepts under consideration is the way in which duties are performed. So, if the acting is a person replacing the boss, then so. O. - this is a person who fully performs all the leadership functions assigned to him until certain point. At the same time. O. may well take the place of the boss in the future. Acting does not have such an opportunity.

Of course, there are many other points that indicate differences between the concepts. They are, of course, regulated by the Labor Code of the Russian Federation. What are these moments? This will be discussed further.

Additional differences between and. O. and acting

Often the two concepts under consideration are positioned as synonyms. This, of course, is fundamentally wrong. It’s probably worth considering in more detail the differences between interim and IO. What is the difference between these two terms?

• Responsibilities. I. o. - a face that, in fact, translates to completely new job. In the meantime, a person acting temporarily (acting) can combine his supervisory functions with his main position.
• Time frame. An interim is a person who performs duties exactly until the moment the head of the organization returns. Face and O. is obliged to hold the position of manager exactly until a person is found who will finally take the place of the boss. Often also. O. he himself becomes a leader after some time.
• Vacant place. Acting is a temporary appointment in the absence of the boss, etc. O. - when there is no leader at all.

So the difference between and. O. and the interim is not that great. It's all a matter of formalities for correct filling documents.

When to use vrio and i. O.

The positions in question are not always used. There are certain requirements according to which persons acting as acting persons are appointed. O. It is worth taking a closer look at exactly when these terms need to be used.

Temporary performance of duties is applied when the boss:

• sick;
• went on vacation;
• temporarily unable to perform his official duties.

Performance of duties applies when:

• the position of manager is vacant and a search is underway for a person to fill this position;
• The position of a manager is elective and for some time a certain person needs to work as an executive. O.

Probably, there may be other situations in accordance with which certain persons are appointed to positions etc. O. or interim. Nevertheless, all of the above points are spelled out in the Labor Code of the Russian Federation, which is why it was worth pointing them out.

Correct registration of temporary certificates and documents. O.

Problems with the concepts under consideration often occur due to their incorrect presentation. Employees of various organizations do not fully understand how exactly to fill out forms and. O. and acting How to correctly write and execute documents for the performance of duties? The answer to this question will be given below.

It's actually quite simple. First of all, everything depends on who exactly is the person whose duties must be performed. If this is, for example, the general director, then it is written like this: “Acting general director (further signed) I. I. Ivanov.” The same thing, but with appropriate registration, if the positions of chief, rector, etc. are filled.

An example can be seen in the photo below.

If the document is addressed to a foreign person, then “acting” and “acting.” must be replaced with appropriate designations. In English it will look like this:

• Acting - Interim Director General;
• And. O. - Acting Director General.

Thus, the question is how to write vrio and i. Oh, it turns out to be quite simple.

Problem with registration of temporary certificate

The boss goes on vacation and is appointed acting. But suddenly the leader suddenly returns. It would seem that nothing terrible is happening. The activities of the enterprise are not paralyzed or terminated. But suddenly it turns out that, although the acting director was appointed, the director himself is entirely dependent on the general meeting. What to do with the face of the interim? What is the right thing to do? After all, it's happening Fix similar situation only possible within the enterprise itself. However, one thing worth considering important point: the organization’s Charter must stipulate that an acting acting officer must be appointed with the consent of the entire general meeting, and not just the director.

Otherwise, there should be no problems. It is worth noting that embarrassments with an interim occur much less frequently than with an acting one. O. This is mainly due to the fact that the temporary performance of the duties of a person does not mean the termination of the activities of the manager himself.

Problems with registration etc. O.

Often happens next situation: the director is dismissed or removed from office, a person is appointed and. O. After some time, it turns out that the director was reinstated or was never fired at all. What to do in this situation? In this case, you will have to repeat the entire procedure again. You need to take the form (P14001) and go with it to the notary office. After this, you need to register all changes that have occurred with the bank and tax office. It turns out that nothing particularly terrible seems to be happening. But, of course, you will have to suffer for some time with the documents.

The next embarrassing situation that may arise is the end of deadlines and... o., when a person to replace the boss has not yet been found. In principle, there is nothing terrible in such an incident. Both banks and tax inspectorates calmly compromise with the organization, agreeing to extend all required deadlines. However, you should always appoint a person to the position of manager in a timely manner.

In previous articles on our website we once talked about legal status director and chief accountant of the organization. But managers and chief accountants of a company are people too: they can go on vacation, get sick, or quit, in the end. At the same time, the legal entity must continue to function as usual - documents must be signed with counterparties, employees must be hired and fired, etc. After all, if an agreement with a client is concluded by a person who does not have legal authority, or such a person fires an employee, expect trouble.

Yes, often documents are signed simply “and.” O. General Director" or by analogy "acting chief accountant" But this is fundamentally wrong, including in the case of the chief accountant - what will the tax inspector say to such a signature when submitting reports?

General rules for fulfilling the duties of an absent employee

In accordance with Article 60.2 of the Labor Code of the Russian Federation, the performance of the duties of a temporarily absent employee may be assigned to another employee without release from work specified in his employment contract.

For this purpose, the employee is entrusted with performing, during the established duration of the working day (shift), along with the work specified in the employment contract, additional work in another or the same profession (position) for additional payment. It is important to emphasize that for performing additional work the employee must be paid additionally, taking into account the content and volume of work. Additional responsibilities can be assigned to an employee only with his written consent; the employee can refuse them. Such additional work in another profession (position) can be carried out by combining professions (positions), and if additional work is provided for the same profession (position), then you can simply expand the service area or increase the volume of work.

To fulfill the duties of an absent employee, an additional agreement is concluded to the employment contract, which must clearly indicate the job responsibilities that the employee is entrusted with. The agreement must also stipulate the period during which the employee will perform additional work. If the employee does not agree with such conditions, he has every right to refuse.

However, the deadline can be changed at any time - both by the employee and the employer - it is enough to notify the other party about this in writing no later than three working days.

Please note that such appointment of an employee as acting for a vacant position is not allowed, with the exception of hiring the head of the organization. This exception is quite logical - as we have already noted, someone must represent the organization. The acting manager is approved by a higher management body - for example, a meeting of the founders of an LLC.

If a higher management body, in accordance with the organization’s charter, also appoints other employees (deputy managers, chief accountant, etc.), then they can perform duties in a vacant position for no more than a month, during which the manager must submit documents to the higher management body for his appointment to the position, and this body will consider the issue and report to the manager about the results. This rule It was also established by the Explanations of the State Committee for Labor of the USSR No. 30 and the Secretariat of the All-Union Central Council of Trade Unions No. 39 dated December 29, 1965 No. 30/39 “On the procedure for paying for temporary substitution” (hereinafter referred to as the Explanation).

Example 1. I worked as the chief specialist of the department. After the head of the department left, I was offered to become the head. I refused, but the director still issued the order. I don't want to be a boss. How long can this continue, and can I refuse to perform my duties as head of the department?

Firstly, one order from the head of the organization is not enough - you should have concluded an additional agreement to the employment contract. If you had signed an additional agreement, then the deadline would have been agreed upon, and your opinion should have been taken into account.
Secondly, you can refuse to perform your duties at any time by notifying management about this. in writing in three days.

Example 2. I have the following situation: the general director quits. The founders tell me to write an application for his position while maintaining my responsibilities (I am the head of the department). But at the same time they are going to pay only 50%. Can they force me to write such a statement and why should I pay only 50% extra if I have two positions?

No one can force you to fulfill someone else’s duties - you can always refuse. Moreover, you do not need to write any application - the founders themselves must make a decision on your appointment (both permanent and temporary) and offer it to you if you agree to sign an additional agreement on performing the duties of a director. As for the size of the salary, it is established in this agreement. And again with your consent.

Performing duties in a different manner

If there is no employee who can perform both his own and other people’s duties, then the issue is resolved by transferring the employee - including a temporary one - for a period of up to one year or indefinitely (Article 72.2 of the Labor Code of the Russian Federation). With this option, this employee is released from performing his job duties in his old position.

If, for example, in one structural unit There are more workers or the workload is less than in another, then an employee can simply be moved to a similar workplace in order to replace another one in accordance with Article 72.1 of the Labor Code of the Russian Federation.

Another option is to conclude a fixed-term employment contract to perform the duties of an absent employee, who retains his place of work. You can also conclude a separate open-ended contract (internal part-time work), taking into account the restrictions provided for by the Labor Code of the Russian Federation.

Registration of performance of duties

We started the conversation by indicating signatures like “and” in documents. O. General Director" is not possible. However, in accordance with paragraph 3.22 of GOST R 6.30-2003 “Unified Documentation Systems”, the “Signature” requisite includes: the title of the position of the person who signed the document, personal signature and its transcript (initials, surname).

At the same time, such a position as “acting the duties of someone” is not provided for by law, therefore the employee who is entrusted with performing the duties of a manager, when signing the document, indicates the position that he actually occupies according to the staffing table.

The question immediately arises: how can a dismissal order or some other document be signed by, say, the head of the legal department? But the execution of duties must be complete - with the issuance of an order, an additional agreement, and the issuance of a power of attorney on behalf of the organization. These documents will confirm his authority to sign documents.
It is worth emphasizing here that these powers must be set out in the documents very clearly - if they are not indicated, then, therefore, they have not been transferred. Take the same dismissal of employees: the acting person does not have such a right written in the power of attorney, which means he does not have this right.

It is not necessary to conclude an additional agreement if the performance of the manager’s duties is provided for in the employee’s job description, since it is a local normative legal act, defining the functions (responsibilities), rights and responsibilities of an employee holding a certain position. For example, the job description of a deputy manager states that in the absence of the manager himself, he performs his duties. It is also necessary to accurately indicate the situations when performance of duties is necessary: ​​vacation, temporary disability, etc.

However, the delegated powers must again be clearly stated; the order for the enterprise must record the fact of the manager’s absence, the size additional fee for the performance of duties and the period for this performance. You also shouldn’t forget about a power of attorney - in some situations it can be useful, especially if the procedure for replacing a manager is not specified in the charter of a legal entity. But if there is nothing in the job description about the performance of duties or it does not indicate all the powers that should be transferred, then an additional agreement is necessary. An entry in the work book is made only when the employee is permanently transferred or a separate employment contract (fixed-term or open-ended) is concluded; in other cases, the fact of fulfillment of duties is not reflected in the work book.

Example 3. Please tell me, if the head of an organization entrusts me with the performance of his duties during his business trip, can I request that the corresponding entry be made in the work book? And can I refuse to complete them before making this entry?

No, when performing temporary duties, an entry is not made in the work book, unless a separate agreement is concluded with you employment contract(internal part-time). And you can refuse to perform your duties in any case.

Example 4. How to appoint an acting director if the director unexpectedly falls ill and cannot issue an order to appoint an acting director?

IN in this case the issue of appointing an acting director of the company should be decided by the founders of the company. If there is only one participant, he himself will appoint an acting director for the period of temporary incapacity for work of the latter. If there are more participants in the company, then the resolution of this issue may be delayed, because it is necessary to hold an extraordinary meeting of participants.