Sample order for approval of documents. Order on the right to sign primary documents. How is the signature of an authorized person drawn up?

An order on the right to sign primary documents is written in cases where the head of an enterprise needs to authorize one of his subordinates to endorse various documentation.
As a rule, this practice is common in large and medium-sized organizations, where the director does not physically have the opportunity to get acquainted with and endorse all the current papers.

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What are primary documents

Primary documentation includes any accounting and tax accounting documents:

acts,
extracts,
certificates,
waybills, etc.

For the most part, these documents must be executed without a single mistake and at the same time be endorsed by the signatures of responsible employees and/or the director of the company.

Who has the right to sign primary documents

Basically, the right to sign is granted to those employees who, due to their duties, constantly encounter the “primary”:

specialists from accounting and economic departments,
managers and heads of sales departments,
delivery drivers,
logisticians,
employees and managers of remote branches and separate divisions.

Who draws up the order

An order can be written by any employee of the enterprise whose responsibilities include performing this task, who has the necessary competence, knowledge and skills in drawing up administrative documents.
Most often this is a legal adviser, personnel officer or secretary.

But whoever is directly involved in writing the order must submit it to the director of the company for review and approval, since without his signature this document will not be considered valid.

Procedure for granting signature rights

First of all, the management of the enterprise identifies employees who, due to their line of work, constantly encounter various types of documents. Then it is decided how to grant them the right to sign. This can be done in two ways:

drawing up a special power of attorney,
writing an order.

Power of attorney is appropriate in cases where documents are signed not only on the territory of the enterprise, but also in other places: for example, when a freight forwarder driver receives cargo from a warehouse of a partner organization or when an accountant receives a bank statement, etc. Another distinctive feature of a power of attorney is that it can be issued not only to a full-time employee of the enterprise, but also to an outside person.
Order The same applies only to those employees who are registered in the company and receive the right to sign strictly internal corporate documents.

After drawing up the order, the head of the enterprise must verify the signatures of the subordinates mentioned in it with his autograph.
The duration of the order is determined individually: it can be of an indefinite nature, or it can be drawn up for a period of one quarter, six months, a year, etc. depending on the situation within the company.

Basis for the order

According to generally accepted standards for drawing up orders, any such document must have some basis. In this case, this is the Federal Law on Accounting dated December 6, 2011 No. 402 (Articles 7 and 9). At the same time, the order can indicate either a direct link to it or simply write “In order to ensure compliance with the norms of current legislation” - such wording will also not be considered a violation.

How to write an order: basic rules and sample

Today there is no single unified form for an order for the right to sign primary documents, so enterprises and organizations can write it in any form or according to a model approved in the accounting policy of the enterprise.
However, some standards must still be adhered to. In particular, the order must indicate:

order number,
date of compilation,
company name,
the locality in which the enterprise is registered.

In the main part, it is necessary to list everyone who is granted the right to sign primary documents, indicating:

positions,
surname-name-patronymic,
a list of documents that a particular employee has the right to sign.

It should be noted that the order may concern either one employee of the organization or an entire group of persons.

How to place an order

The approach to drawing up orders can also be absolutely anything: companies have the right to use simple A4 or A5 sheets or their own letterhead to write these administrative documents. In this case, the order can be written by hand or printed on a computer - this does not play any role in determining the legality of the document.

However, with all this, the order must be certified by the signature of the head of the enterprise or any other employee authorized to endorse such papers.

In addition, everyone who is mentioned in it, as well as the employees appointed responsible for its execution, must be familiarized with the document for signature.
Whether to put a seal on the order or not is the choice of the drafter, since it relates to the internal document flow of the company; moreover, since 2016, the requirement for the mandatory use of seals and stamps in the activities of legal entities has been abolished by law.

The order is usually drawn up in a single original copy.

After writing the order

After the order is properly written, executed and issued, for the entire period of validity it must be kept together with other administrative papers of the company. After losing its relevance, it should be transferred to the archive, where it should be stored for the period established by law or local regulations (but not less than three years), then it can be disposed of.

This document is necessary for every organization due to the requirements of accounting legislation. In this article you will find a sample order for the right to sign documents, learn about the nuances of its execution, as well as in what cases you need to draw up a power of attorney.

The right to sign primary documents: order or power of attorney?

The choice between two regulatory sources depends on the goals pursued by the manager: if it is assumed that it will be necessary to sign internal corporate documentation, then the optimal solution is to issue an order. If you plan to sign and transfer papers outside the company (for example, cover letters for the shipment of goods or invoices), then it is preferable to choose a power of attorney. For security purposes and protection of trade secrets, many are afraid to transfer such serious powers to third parties who are not employees of the company, so the practice of orders is the most common. However, in cases where the manager intends to entrust an employee with a number of small tasks and is not ready to give him the right to sign in a global sense, then he can also issue a power of attorney for him.

However, in both acts it is necessary to indicate: personal data of the authorized person; names of papers that it can sign. Also, in both cases, the head of the company should certify a sample signature of the authorized person, which should be placed in a separate column of the form.

Sample order granting signature rights

The manager can provide the opportunity for signing to the chief accountant, his deputy or another employee acting as the head of the preparation of tax, financial and legal papers. An order for the right to sign primary documents can be issued in free form, since the current legislation does not establish a unified form. However, according to established document management practice, the form should indicate:

company name, its details;
form details (number and date);
legal basis for transferring the right to sign (Articles 7 and 9 Federal Law of December 6, 2011 N 402-FZ “On Accounting”);
Full name and position of the employees to whom the right to sign is transferred;
a list of documents that a person will have the right to sign for a manager;
sample signature of an authorized person and director.

Sample order on the right to sign invoices

Using the same principle, you can transfer the ability to sign not only primary, but also financial documents. However, such operations entail increased responsibility for the employee, as they can cause serious damage to the organization. It is necessary that the employee has sufficient qualifications and that the new powers correspond to his job description.

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When asking for a signature on a document, it is very important. Indeed, in case of violations, the document will be considered unsigned by an authorized person, i.e. having no legal force.

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An order is a legal act issued by the head of a government body (its structural unit), acting on the basis of unity of command in order to resolve the main and operational tasks facing this body. In some cases, it may concern a wide range of organizations and officials, regardless of subordination (A brief dictionary of types and varieties of documents, Main Archival Directorate under the Council of Ministers of the USSR, VNIIDAD, Central State Archive of Ancient Acts. - M., 1974).

An order is an act of the head of a government body, a government agency, or a commercial organization, containing mandatory guidelines for employees (Modern Economic Dictionary).

An order is an organizational and administrative document related to the Unified System of Organizational and Administrative Documentation (USORD), included in OK 011-93 “All-Russian Classifier of Management Documentation” (OKUD)) (class 0200000).

How to obtain signature rights?

Orders are issued for main activities and personnel. At an enterprise, an order is usually signed by the manager. Let us explain what his powers are based on.

The executive body of a legal entity embodies the will of the founders (participants) and manages the current activities of the organization. At the same time, he can be either individual - the general director (or director) of the organization, or collegial - the board (or directorate). It is in the organization's charter that it is stated what rights the general director and the board (if provided) are vested with. The charter specifies the procedure for approving (signing) documents that fall within the competence of the relevant executive body. Therefore, in order to understand the right to sign orders at an enterprise, you must carefully read the charter of the enterprise.

See the sample format for an extract from the charter in Example 1. For the situation under consideration, the key phrase is “7.4. General Director of the Company: ... issues orders and gives instructions that are binding on all employees of the Company.” This wording means that only its general director can sign an order in an organization.

Example 1

The charter reflects the right to sign orders only by the general director

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Example 2

Delegation of the right to sign orders on an ongoing basis

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But the order can also be signed by another official, and several options are also possible. Let us systematize them by indicating who can sign an order for the general director of the enterprise and what documents record these powers:

Important! If the signing of a document is delegated, which has “circulation” not only within the organization, but must also be presented to third parties, then in addition the right to sign will need to be confirmed power of attorney. This usually does not apply to signing orders. More often it relates to letters, contracts, tax reporting, etc. We will consider the topic of powers of attorney in more detail in the upcoming issues of the magazine.

Let's take a closer look at option No. 2.1 - delegation of powers of a temporarily absent manager by charter.

Example 3

Reflection in the charter of delegation of powers of a temporarily absent general director

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During the absence of the General Director due to his vacation, temporary disability, or business trip, his duties are performed by the Deputy General Director, who acquires the corresponding rights and is responsible for the quality and timeliness of fulfillment of the duties assigned to him.

In this case, the employee becomes the acting general director, acting on the basis of the charter, and, accordingly, has all the powers of the latter, including the right to sign documents within his competence. You can prove the powers of the acting general director to third parties (counterparties, regulatory authorities) with the following documents:

a notarized copy of the charter or an extract from it, which states who manages the legal entity in the absence of the general director;
an order appointing the relevant person to the position of Deputy General Director;
a document recording the absence of the general director (sick leave or an order to go on a business trip or vacation).

If the charter establishes such a procedure for performing the duties of the general director, then only the official specified in the charter can be appointed acting as the absent manager. In our case, this is the Deputy General Director.

Now consider option No. 2.2, when delegation of powers of a temporarily absent manager is formalized by order(Examples 4 and 5 show examples of such orders).

In such a case, to confirm the authority of the acting official, you will need to present:

an order on the performance of duties of the general director in connection with his business trip, vacation or temporary disability;
if this order indicates full name. acting, and not just his permanent position, then an order for the appointment of a specific person to this position will not be required;
a document recording the absence of the general director.

Example 4

One-time delegation of powers to an absent manager

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Example 5

Delegation of powers of an absent manager on an ongoing basis

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But there is another exotic option, let’s call it No. 3. In practice, a situation is possible when the previous CEO quit, and the founders have not yet found a new one. If this situation is not provided for in the charter, then the meeting of participants (shareholders) appoints an interim person. To do this, it is necessary to draw up minutes of the meeting in which this position is temporarily transferred to a certain person. It is this document that will confirm to third parties the powers and right of signature of the temporary manager.

How to fill out the “signature” details?

Now let’s figure out how to set up the “signature” attribute for identified situations of signing documents. Let's start with platitudes - we will quote the general rules for the design of this detail in organizational and administrative documents, to which the order applies.

Document fragment

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GOST R 6.30-2003 “Unified system of organizational and administrative documentation. Requirements for document preparation"

3.21. The “Signature” detail includes: the title of the position of the person who signed the document (full if the document is not drawn up on a letterhead document, and abbreviated for a document drawn up on a letterhead document); personal signature; decryption of signature (initials, surname)…

Document fragment

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Signature of the official

The signature includes: the title of the position of the person who signed the document (when using an official form, the title of the position is not indicated), a personal signature and its decoding (initials and surname)…

As we can see from the above extracts from the documents, when registering the “signature” attribute, the position of the person who signs the document (and not “for whom” he does it) is indicated. Moreover, it should be taken into account that orders are issued on the letterhead of not the official, but only on the letterhead of the organization. Therefore, the position is indicated briefly (i.e., without repeating the name of the organization).

So, if the order is signed by the general director, then the “signature” attribute will look as shown below in Example 6, as well as in Examples 2, 4 and 5 (we remind you that orders are not stamped).

Example 6

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If the order is signed by another official who was initially given this right by the charter (according to our classification, this is situation No. 1.2) or the manager delegated it by order, regardless of his absence/presence (situation No. 1.1), then the position should be written in the “signature” attribute this person:

Example 6

Signature of the General Director on the order

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If only the manager has the right to sign a document and it, among other rights and responsibilities, is transferred to the person who will perform his duties during the period of absence, then the appearance of the words “acting” is appropriate. or "acting". Even if his deputy Artemenko will act as Mukhin’s general director, in situations No. 2.1, No. 2.2 and No. 3 his signature will need to be drawn up as follows (the personal flourish and its transcript belong to Artemenko, and the position is indicated with the note “acting general director”):

Example 6

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Example 7

Signature of the Acting General Director

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We have sorted out possible options for competent behavior in various situations, based on existing design rules. Now let's make an important disclaimer. All of the above quotes with the rules for registering the “signature” requisite are of a recommendatory nature, therefore We advise readers to reflect the procedure for registering the “signature” requisite in your organization’s Office Operations Instructions, which may be the same as the recommendations above. In this case, the registration of the “signature” requisite will be “legalized” for your organization.

The situation is completely different in the case when the manager (for example, Ivanov) suddenly went on a business trip, fell ill or went on another vacation, while the delegation of the right to sign documents in the organization remained unformed. Well, is this a familiar situation?

And here everyone manages as best they can. The most common options for signing documents are:

indicate the position and its decoding, like the general director, and try to forge his personal flourish or put the remaining facsimile in the office (GSDOU, GOST R 6.30 2003 and Methodological recommendations for the development of instructions for office work in federal executive bodies contain the requirement that the details “ signature" included a personal signature. And it can be handwritten, electronic or facsimile. It is up to you to decide whether to put a facsimile on the order. Let us only note that the use of a facsimile in an organization must be provided for by organizational and administrative documents, and even if you decide to put a facsimile. to order, then assess all the risks that your organization is exposed to if it is necessary to prove the legality of such a document in court. By the way, if a document is signed that is sent to a third-party organization, then for it to be legally valid, an agreement between the parties on the admissibility of signing such documents must also be drawn up. using a facsimile);
they change the signatory, while adding a slash, the preposition “for” or the familiar abbreviation “i.o.” before the title of General Director Ivanov’s position, then another person (for example, Komarov) puts his personal flourish and indicates his initials with his last name (see Examples 8 and 9). Any of these options will be incorrect if other persons do not have the authority to sign documents instead of the general director.

Example 8

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Example 9

Incorrect design option for the “signature” attribute

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Example 10

Incorrect design option for the “signature” attribute

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Example 11

Incorrect design option for the “signature” attribute

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It also happens that a draft document has already been signed by the other party (for example, an agreement) or a draft order has undergone a lengthy, complex approval process, collecting many visas, and on this document the “signature” attribute is included. The position of the absent CEO has already been imprinted. Is it possible to somehow sign this particular paper without creating another document, if another present official has the right to sign it? Let's look at the available recommendations:

Document fragment

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GSDOU (approved by the board of the USSR Main Archive on 04/27/88, order of the USSR Main Archive of 05/25/88 No. 33)

If the official whose signature is prepared on the draft document is absent, then the document is signed by the person performing his duties or his deputy. In this case, the actual position of the person who signed the document and his last name must be indicated (corrections can be made in ink or typewritten, for example: “acting”, “deputy”). It is not allowed to sign documents with the preposition “for” or with a slash before the job title.

GOST R 6.30-2003 does not contain explanations as to how the “signature” attribute is drawn up on a draft document in the absence of the general director, when his signature has already been prepared. It is only indicated that the document can be signed by an acting official indicating his actual position and surname. In this case, it is not allowed to put the preposition “For”, the handwritten inscription “Deputy.” or a slash before the job title.

We can only be guided by the recommendations of the State Budgetary Educational Institution (in full - “State system of documentation support for management. Basic provisions. General requirements for documents and documentation support services”) and Methodological recommendations for the development of instructions for office work in federal executive authorities.

Document fragment

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It is not allowed to sign documents with the preposition “For” or with a slash before the job title. If there is no official whose signature is on the draft document, the document is signed by the deputy manager, who has the right to sign documents for the manager, or another official who has the right to sign in accordance with the order on the distribution of duties, and the actual position of the person who signed the document is indicated , and his last name. Corrections to a prepared document may be made by hand by the person signing the document.

When signing a document by a person, in accordance with the order of the temporarily absent manager (vacation, illness, business trip), the signature is drawn up as follows:

But in order to make the above requirements normative specifically for your organization, they also need to be enshrined in the Office Management Instructions of your organization. It is advisable to add to the Instructions a clear example of signature design in the case under consideration:

In this example, the postscript “I.o.” before the phrase “General Director” and full name. the person actually signing the order (“A.K. Murashkin”) can be done by hand or typewritten, if this can be done technically.

The second option is to indicate the position with the postscript “Deputy.” before the phrase “General Director” - is possible if the deputy has the right to sign such documents.

In any case, before reflecting these subtleties of design in the Office Management Instructions, they should be agreed upon, including with the head of the organization. As arguments, you can cite quotes from the documents collected in this article. At the same time, I would like to warn employees of office management services against abuses when registering the “signature” requisite, i.e. minimize “postscripts”. And you definitely need to abandon the slash and the preposition “for” before the position, because such design options are erroneous and will make you doubt the legal validity of the document “signed with such difficulty.”

Footnotes

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The director of the company and the chief accountant sign a huge amount of different documentation every day (primary, financial papers, delivery documents, acts, invoices, invoices, contracts and others).

The order is usually issued in large and medium-sized companies for a period of long absence of the manager, and also due to the existence of a huge flow of current papers requiring a visa for the boss.

Procedure for granting rights

To begin with, the director should decide on the choice of employees whose activities are closely related to the company’s documentation.

The list of authorized persons to whom the right to sign primary documents, invoices, acts, invoices is transferred is approved directly by the manager himself.

Often, the selection of applicants occurs with the participation of the chief accountant. The head of the company, in the absence of a chief accountant position, can act as an authorized person.

In this case, the director signs twice in the company’s documentation (for himself and for the accountant), which requires the mandatory recording of the right of double signature in the company’s internal order.

Registration procedure

Legislative framework

The preamble of an order, according to the generally accepted rule, must contain a reason. For this case, this is Federal Law No. 402 of December 6, 2011, namely Articles 7 and 9. The order indicates a reference to the law or the phrase “In order to ensure compliance with the rules of current legislation.”

Compilation

The order is issued on company letterhead in 1 copy and contains the following information:

name of the form;
serial number, date, locality;
goal (optimization of the labor process, business trip of the manager);
Full name and position of the specialist entrusting the signature on behalf of the director;
list of documents (invoices, certificates of completion of work, invoices, etc.);
period for granting rights.

The finished draft order for the transfer of the right to sign primary papers is approved by the director. The term of empowerment of employees is individual for each enterprise. The duration of validity is from 1 quarter to an unlimited, perpetual period.

Signatures of authorized persons (samples) can be prepared as an appendix to the order on a separate sheet.

The introductory signature of the specialists indicated in the document must be present on the form.

The presence of a seal on an order related to the company’s internal documentation depends on the choice of the executor. The strict requirement to use a seal in the activities of organizations was abolished in 2016.

Facsimile or order?

It is much easier to make a stamp and not issue an order. But facsimile is used in cases regulated by law or with the consent of the parties to the contract.

Accounting and tax documents require “live” autographs of the director and chief accountant.

Primary documentation with a facsimile signature may lead to undesirable comments during an inspection by a tax inspector. When issuing an invoice, it is strictly forbidden to have a stamp instead of a signature.

The preparation of administrative documents is recorded in the charter or regulations of the organization. The transfer of signature rights to another employee is recorded by order. To resolve smaller tasks, it is enough to issue a power of attorney with prescribed powers.

What is better to issue - an order or a power of attorney?

Power of attorney - provided to employees of an organization or a third-party specialist if necessary to sign documents on behalf of an enterprise in a remote area. An example is a power of attorney issued to a delivery driver to receive goods, or to an accounting employee for bank papers.
The order is issued only to company employees; only internal corporate papers are signed.

Download sample

Order on the right to sign primary documents sample -

All documents on behalf of the organization have the right to sign its head. This general rule is probably known to every accountant. However, it is not always advisable to spend a manager’s time signing every official document. After all, document flow in companies can reach significant volumes. In addition, the manager may go on vacation, get sick, go on a business trip, etc. In all these situations, it becomes necessary to delegate the right to sign. The procedure for completing this operation depends on what exactly the third party is entrusted with signing. Today we will dwell in detail on the rules for transferring the right to sign civil contracts and personnel documentation. And the next article in this series will be devoted to the issues of signing tax, accounting reports and related documents.

Signing civil contracts

Let's start with the simplest option - signing various civil contracts. The general rule that the contract on behalf of the company is signed by its director (Article 2 of the Civil Code of the Russian Federation) is fully applicable here. But at the same time, the director can delegate this right to any other person. To do this, it is enough to issue a corresponding power of attorney on behalf of the organization (Article of the Civil Code of the Russian Federation). Please note that a power of attorney can be drawn up not only for an employee of an organization, but also for a person who is not on the staff of the organization and does not even have a civil contract with it. Moreover, a power of attorney can also be issued to a legal entity. In this case, the head of the authorized company or a person appointed by him (also on the basis of a power of attorney) will be able to act on behalf of the company.

The general rules for drawing up a power of attorney for signing contracts are given in Article 185.1 of the Civil Code (note that the same provisions apply when drawing up powers of attorney for most other purposes, for example, for tax purposes).

So, a power of attorney on behalf of a legal entity is issued in simple written form (except for cases when powers are transferred to complete a transaction that requires notarization, or to sign various documents related to registered real estate - in these cases, the power of attorney will have to be certified by a notary). There are no unified forms for power of attorney. This means that the company can develop the necessary samples itself. They do not need to be approved by any internal administrative document. This is explained by the fact that a power of attorney is not a primary accounting document, since it does not confirm any business transactions. Thus, if necessary, the company can always quickly supplement or change the form of the power of attorney.

Of the mandatory details for a power of attorney, the Civil Code of the Russian Federation names only the signature of the head of the organization and the date of issue of the document (clause 4 of article 185.1 and clause 1 of article of the Civil Code of the Russian Federation). Neither the validity period of the power of attorney, nor the sample signature of the authorized person, nor the grounds for the transfer of authority are mandatory details, but can be included in the text of the document if the principal considers it necessary.

From the general provisions on the power of attorney it follows that it must contain the essence of the delegated powers, as well as the data of the authorized person and the person who issued the power of attorney. In practice, to identify a legal entity in a power of attorney (both the principal and the authorized person), its organizational and legal form, company name, OGRN and TIN are indicated. And to identify an individual as a trustee - his last name, first name and patronymic (in full), date and place of birth, place of residence, as well as passport details (series, number, date of issue and details of the department that issued the document (name and number)) . Accordingly, the power of attorney will be valid only upon presentation of the passport of the authorized person (which, by the way, also contains a sample signature - which is why it is not required in the power of attorney).

Additionally, the power of attorney can reflect its validity period. If this is not done, then it will be valid for exactly one year from the date of issue (Clause 1 of Article of the Civil Code of the Russian Federation). Please note that absolutely any period can be specified in the power of attorney: the legislation does not provide for either minimum or maximum values. At the same time, it is impossible to establish the term of the power of attorney in the form of an event (for example, receipt of goods or signing of an agreement), since such an approach contradicts the general rules of the article of the Civil Code of the Russian Federation. This article allows the period to be determined by indicating only an event that must inevitably occur, that is, it cannot depend on the will and actions of the parties (clause 4 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 11, 2002 No. 66).

Let's summarize. The right to sign civil documents on behalf of an organization can be transferred to any person. The transfer is formalized by a written power of attorney signed by the head of the organization. There is no unified form for this document. The organization determines the validity period of the power of attorney independently, based on specific circumstances.

Signing personnel documentation

The Labor Code does not contain direct rules regulating the transfer of powers of the head of an organization to sign employment contracts and other personnel documents to other persons, but it repeatedly mentions the very possibility of such a transfer. Thus, the article of the Labor Code of the Russian Federation determines that the rights and obligations of the employer in labor relations can be exercised, among other things, by authorized persons. At the same time, it is said that the powers of such persons are formalized in the manner established by the constituent documents of the organization and local regulations. And the article of the Labor Code of the Russian Federation notes that one of the mandatory conditions of an employment contract is information about the representative of the employer who signed the employment contract, and the basis on which this representative is vested with the appropriate powers. However, this article does not contain any specification of the procedure for delegation of powers.

The possibility of signing orders and other local regulations on personnel matters not only by the head of the organization, but also by another authorized person is also indicated by the by-laws that regulate the procedure for filling out primary accounting personnel documentation. For example, in the Instructions for the use and completion of forms of primary accounting documentation for the accounting of labor and its payment (approved by Resolution of the State Statistics Committee of Russia dated 01/05/04 No. 1; hereinafter referred to as Instructions for filling out unified forms) it is stated that the order for employment (form No. T-1) can be signed not only by the manager, but also by an authorized person. However, these Instructions do not stipulate how to formalize the powers of such a person, and what changes need to be made to Form No. T-1 if it is signed by an authorized person.

Unfortunately, the Plenum of the Supreme Court of the Russian Federation in its resolution of March 17, 2004 No. 2 “On the application by the courts of the Russian Federation of the Labor Code of the Russian Federation” also did not answer the question of how to formalize the delegation of the right to sign personnel documents. Paragraph 12 of this resolution only states that the representative of the employer is a person who, in accordance with the constituent documents of a legal entity or local regulations or by virtue of an employment contract concluded with this person, is endowed with the appropriate powers. In other words, in order to transfer the right to sign personnel documents, it is necessary to provide for the procedure for such transfer in the local regulatory act of the organization or make a corresponding clause in the employment contract concluded with an authorized person. However, the judges of the Supreme Court of the Russian Federation did not specify what specific documents can be used to confirm the temporary transfer of powers of a manager, and in particular, whether it is necessary to issue a power of attorney to an authorized person.

There are no formal grounds for issuing a power of attorney in this case, since labor legislation does not contain such a requirement. The provisions of the article of the Civil Code of the Russian Federation that a power of attorney is issued to delegate the powers of a manager are not mandatory when transferring powers to sign personnel documents. Indeed, by virtue of the provisions of the article of the Labor Code of the Russian Federation, labor relations are regulated by labor legislation, which consists of the Labor Code, other federal laws and laws of constituent entities of the Russian Federation containing labor law norms. That is, the Civil Code, which contains norms of civil (and not labor) law, is not a normative legal act regulating labor relations.

However, courts do not always recognize that in order to transfer the authority of a manager to sign personnel documents, it is enough to issue an appropriate local regulatory act (for example, an order). Often, arbitrators require that in this case an additional power of attorney be issued to the authorized person (see Resolution of the Federal Antimonopoly Service of the Moscow District dated 01/09/04 No. KG-A41/10211-03). Although sometimes organizations still manage to defend in court personnel decisions made by an authorized person who acted only on the basis of an order (see resolution of the Federal Antimonopoly Service of the East Siberian District dated March 12, 2009 No. A19-7218/07-57-5-52-F02- 826/09).

Let's draw a conclusion. To avoid challenging and recognizing as illegal personnel decisions made by an authorized person, it is better to issue a power of attorney for him. Moreover, this does not contradict the law. After all, it is clear that an authorized person, when signing employment contracts, local acts and other personnel documents, does not act on his own behalf, but represents the interests of the employing organization. And legislative regulation of the issue of representing the interests of a legal entity before third parties is provided only by the norms of the Civil Code. Therefore, if an organization, in order to avoid risks, decides to issue a power of attorney to sign personnel documents, then when drawing it up, it is necessary to take into account the provisions of the Civil Code of the Russian Federation on power of attorney.

In the power of attorney issued to the authorized person, it is necessary to indicate exactly what actions in the “personnel department” on behalf of the organization he has the right to perform, and to establish the term of office. It is also advisable to note that the authorized person acts on behalf of the organization not as an individual, but as an employee of the organization holding a certain position. This will not allow him to abuse the granted rights in the event of dismissal, and will also limit the scope of the power of attorney to the “territory” of the organization, since information from the company’s staffing table will be necessary to confirm his powers.

The wording of the power of attorney in this case may be as follows:

Limited Liability Company "Lazurit-FS" represented by Director Nikolaev Dmitry Anatolyevich, acting on the basis of the Charter, with this power of attorney authorizes Petrov Ivan Dmitrievich (passport details, date and place of birth, place of residence, etc.) holding the position of head of the department personnel of the Limited Liability Company "Lazurit-FS",...

Let's summarize. Labor legislation provides for the possibility of transferring the manager’s authority to sign personnel documents to third parties. At the same time, the Labor Code of the Russian Federation does not give a clear answer to the question of how to formalize the delegation of powers of the head of an organization, requiring only that the procedure for such delegation be fixed in local regulations or constituent documents. Judicial practice often requires additional execution of a power of attorney.

Since the authorized person in the situation under consideration represents the interests of the legal entity, and the procedure for registering such representation is fixed in the Civil Code, then in the case of delegation of authority to sign personnel documents, the power of attorney is drawn up according to the rules provided for by this code.

How is the signature of an authorized person drawn up?

Let us separately dwell on the peculiarities of the execution of the documents themselves, endorsed by an authorized person.

When a representative acts under a power of attorney, the “head” of the civil law contract is drawn up as follows. The principal organization is indicated as a party to the agreement, and then it is stipulated that a representative by proxy acts on its behalf. In this case, the details of the power of attorney (date, number, if any) are entered into the text of the agreement. Detailed information about the authorized person (date, place of birth, place of residence, etc.) may not be indicated in the contract. But sometimes it's better to do it. For example, if we are talking about large transactions or real estate transactions that are subject to registration. Information about the authorized person is entered into the contract in strict accordance with how it is indicated in the power of attorney.

The header of an agreement concluded by a trustee on behalf of an organization may look like this:

Limited Liability Company "Lazurit-FS" represented by Dmitry Anatolyevich Nikolaev (if necessary, indicate his passport details, date and place of birth, etc.), acting on the basis of a power of attorney dated September 16, 2016...

Representation is formalized somewhat differently when an authorized person signs unilateral documents on behalf of the principal, for example, statements, claims, etc. In this situation, the inscription “representative by power of attorney” is written directly next to the signature and the details of the power of attorney are displayed.

As for personnel documentation, here too the procedure for signing the authorized representative depends on the type of document. Thus, when drawing up employment contracts, exactly the same approach is used as when drawing up civil law contracts. That is, the header of the employment contract indicates that it was concluded by a legal entity on whose behalf an authorized representative acts. And in order for an authorized person to sign other personnel documents (for example, orders), you can make appropriate changes to the “signature” attribute of the issued document. That is, such an order will indicate not “Head of the organization”, but “Authorized person”, and will also add fields to reflect the details of the power of attorney.

But you can go another way. As already noted, the Instructions for filling out unified forms directly provide for the possibility of signing such forms not by the manager, but by an authorized person. But at the same time, there are no reservations in the Instructions that in this case it is necessary to change the “signature” attribute of the form itself. Therefore, we can draw the following conclusion: the authorized person has the right to put his signature in the appropriate column instead of the manager’s signature. That is, no changes need to be made to the form. And the powers of the signatory, if necessary (at the request of the employee, labor inspectorate, court, etc.) will be confirmed by an order and a power of attorney.