non-profit partnerships. Why non-profit partnerships "turned" into associations and unions

Non-Profit Partnership (NCP)- a membership-based non-profit organization established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving social, charitable, cultural, educational, scientific and managerial goals. A non-profit partnership can be created for the purpose of protecting the health of citizens, developing physical culture and sports, meeting the spiritual and other non-material needs of citizens, protecting the rights, legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

Members non-profit partnership transfer to the ownership of the organization the property necessary for the implementation of the statutory goals. A non-profit partnership becomes the owner of the property transferred to it by the members of the partnership, as well as the property acquired with membership fees. The property transferred to the ownership of the partnership upon its establishment or subsequently as an additional contribution to the property base of the partnership (or its value), upon withdrawal of the participant from the partnership (unless otherwise provided in the Articles of Association or the memorandum of association) shall be returned to the withdrawn participant. The property constituting the membership fees of the participants, when leaving the partnership, is not returned to the leaving participant.

Like any other non-profit organization, a non-profit partnership has the right to exercise entrepreneurial activity, the income from which should be directed to the statutory goals of the partnership.

A non-profit partnership has the following rights:

To assist its members in the implementation of activities aimed at achieving social, charitable, cultural, educational, scientific and managerial goals;

Carry out activities aimed at achieving the goals of protecting the health of citizens, developing physical culture and sports, meeting the spiritual and other non-material needs of citizens, protecting the rights, legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as other goals aimed at achievement of public goods;

Carry out entrepreneurial activities that correspond to the goals for which the non-profit partnership was created;

Have stamps and forms with your name, as well as registered in in due course emblem;

Create branches and open representative offices in the territory Russian Federation in accordance with the law;

Participate in business companies (limited liability companies and joint-stock companies), as well as in limited partnerships as a contributor;

Create other non-profit organizations and join associations and unions to achieve the goals specified in its charter.

The non-profit partnership has the following responsibilities:

Have an independent balance or estimate;

Keep records of income and expenses for their business activities;

Maintain accounting and statistical reporting in the manner prescribed by law;

Provide information about their activities to state statistics and tax authorities, founders and other persons in accordance with the law and the constituent documents of a non-profit partnership.

Members of a non-commercial partnership are not liable for its obligations, and a non-commercial partnership is not liable for the obligations of its members.

The founding document of a non-profit partnership is the Charter. The charter of a non-commercial partnership is approved by its founders. Founders (participants) of non-commercial partnerships have the right to conclude a memorandum of association. The requirements of the founding documents of a non-commercial partnership are binding on the partnership itself, its founders (participants).

Rights of members of a non-profit partnership:

Participate in the management of the affairs of a non-profit partnership;

Receive information about the activities of a non-profit partnership in the manner prescribed by the constituent documents;

Leave the non-profit partnership at your own discretion;

Unless otherwise established by federal law or the constituent documents of a non-commercial partnership, to receive, upon leaving the non-commercial partnership, part of its property or the value of this property within the value of the property transferred by members of the non-commercial partnership to its ownership, with the exception of membership dues, in the manner prescribed by the constituent documents of the non-profit partnership;

To receive, in the event of liquidation of a non-commercial partnership, a part of its property remaining after settlements with creditors, or the value of this property within the value of the property transferred by members of the non-commercial partnership to its ownership, unless otherwise provided by law or the constituent documents of the non-commercial partnership.

The law does not restrict the right of a partnership participant to withdraw from the partnership, the participant decides this issue at his own discretion. The law does not define any conditions for exiting the partnership. The founding documents of the partnership must contain the terms and conditions for the transfer to the withdrawing participant of the property due to him.

If the constituent documents of the partnership do not contain otherwise or generally pass over this issue in silence, then, in the absence of another norm of the law, the participant of the partnership has the right to receive, upon exiting the partnership, part of the property of the partnership transferred to his ownership. However, attention should be paid to the fact that a partnership participant can receive only that property of the partnership:

• O which is transferred to the latter in the ownership;
• O which is not a membership fee;
• O within the value of the contribution made to the property base of the partnership.

The procedure for settlements of the partnership with the withdrawing participant must be determined in the constituent documents of the partnership, which determine the terms of payment and the form. If a participant can leave the partnership at any time at his own discretion, then he will be able to receive the part of the partnership property due to him only after a certain time established by the constituent documents (if the constituent documents allow this at all).

A member of a non-commercial partnership may be expelled from it by decision of the remaining members in the cases and in the manner provided for by the founding documents of the non-commercial partnership.

A member of a non-commercial partnership excluded from it has the right to receive a part of the property of the non-commercial partnership or the value of this property within the value of the property transferred by the member of the non-commercial partnership to his ownership, with the exception of membership fees, in the manner prescribed by the founding documents of the non-commercial partnership.

The charter of a non-profit partnership may provide for the following governing bodies:

1. The supreme governing body is the general meeting of members of a non-profit partnership, a mandatory body in a non-profit partnership.

The main function of the supreme governing body of a non-profit partnership is to ensure that the non-profit partnership complies with the goals for which it was created.

Questions about changing the Charter of a non-profit partnership, determining priority areas activities of a non-commercial partnership, the principles of formation and use of its property, the formation of the executive bodies of a non-commercial partnership and the early termination of their powers, as well as issues of reorganization of a non-commercial partnership are within the exclusive competence of the supreme management body.

The decision of the general meeting or meeting on issues of the exclusive competence of the supreme governing body is taken unanimously or by a qualified majority of votes in accordance with the laws and the Charter of the non-profit partnership.

A non-profit partnership is not entitled to pay remuneration to members of its supreme management body for the performance of the functions assigned to them, with the exception of compensation for expenses directly related to participation in the work of the supreme management body.

2. Permanent collegial governing body.

The jurisdiction of a permanent collegial governing body may include the following issues:

Approval of the annual report and annual balance sheet;

Statement financial plan and making changes to it;

Creation of branches and opening of representative offices;

Participation in other organizations.

3. Collegial and/or sole executive body.

He carries out the day-to-day management of the activities of the non-profit partnership and is accountable to its supreme governing body.

The competence of the executive body of a non-commercial partnership includes the resolution of all issues that do not constitute the exclusive competence of its other management bodies, as determined by laws and constituent documents.

The sole executive body of the partnership may be the director who manages the current activities of the partnership and resolves all issues that do not fall within the exclusive competence of the general meeting of members of the partnership, as defined by the Charter.

He is elected by the general meeting of the members of the Partnership for a fixed term.

Sources of formation of the property of a non-profit partnership

• regular and one-time receipts from members;
• voluntary property contributions and donations;
• proceeds from the sale of goods, works, services;
• dividends (income, interest) received on shares, bonds, other securities and deposits;
• income received from the property of a non-profit organization;
• other receipts not prohibited by law.

Registration of a non-profit partnership

The founders of a non-commercial partnership hold a meeting at which they make a decision on the establishment of a non-commercial partnership, and also approve the Charter of the non-commercial partnership. The founders of a non-commercial partnership may conclude a memorandum of association.

The documents required when establishing a non-profit partnership are:

The decision of the founders to create a non-profit partnership, which is drawn up in the form of a protocol of the meeting of founders (constituent meeting).

Charter of non-commercial partnership.

Memorandum of association of a non-commercial partnership (if the founders decide to conclude it).

Registration of changes to the Non-Commercial Partnership

In the course of the partnership, it becomes necessary to change the information regarding certain data. Changes may relate to information about the address, information about the person entitled to act on behalf of the partnership without a power of attorney, information about the types of activities, information about the branch and representative office. Also, changes may relate to the information contained in the Charter. For each change, a package of documents is prepared and submitted to the body responsible for registration and supervision of non-profit organizations.

Reorganization of the Non-Commercial Partnership

The reorganization of a non-profit partnership can be carried out in the form of a merger, accession, division, separation and transformation.

A non-commercial partnership has the right to be transformed into a foundation or an autonomous company. commercial organization, as well as to a business company in the cases and in the manner established by law.

Liquidation of a non-profit partnership

The liquidation of a legal entity entails its termination without the transfer of rights and obligations by way of succession to other persons.

The liquidation of a legal entity can be voluntary and forced (by a court decision).

Upon liquidation of a non-commercial partnership, the property remaining after the satisfaction of creditors' claims is subject to distribution among the members of the non-commercial partnership in accordance with their property contribution, the amount of which does not exceed the amount of their property contributions, unless otherwise provided by law or the constituent documents of the non-commercial partnership.

The provisions of the founding documents should determine how the property of the partnership should be disposed of after its liquidation, even when the constituent documents confirm the right of the participants in the partnership to part of its property upon liquidation. Regardless of whether this right is reserved for the participants in the partnership or not, the constituent documents must establish the procedure for using the property remaining after the satisfaction of creditors' claims upon liquidation of a non-commercial partnership. If there are no such provisions in the constituent documents, then the decision on the use of the remaining property is made by the liquidation commission in accordance with the law and transfers the remaining property either to a non-profit organization with the same creation goals, or for charitable purposes.

Price list for registration of non-commercial partnership

Please note that the prices for services apply to Moscow. In the Moscow region, prices increase by 50%. Prices for registration in other regions are negotiated directly at a personal meeting.

A non-profit organization in the form of a non-profit partnership was not previously known to Russian law. This legal form is not provided for by the Civil Code of the Russian Federation and appeared in our legislation quite recently, and therefore has not yet been sufficiently studied in theory and is little used in practice. The named type of NPO was borrowed from the American legal order, borrowing is of a good nature, the purpose of which is to provide more opportunities for entrepreneurial activity in the field of activity of NPOs. How does a non-commercial partnership understand the current Russian legislation?

Main and distinctive feature non-profit partnership is the ability of its participants to receive, upon exit from it or upon liquidation, part of its property, i.e. have direct property benefits from participation in a non-profit organization. The partnership thus receives the opportunity to distribute part of its property among its participants, which also contradicts its status as a non-profit organization. A non-commercial partnership is created on the basis of the decision of its founders, who approve its charter. In addition, they can conclude a memorandum of association, which in this case acquires the status of the second founding document of the partnership. These documents must contain information regarding:

• nature, goals of the partnership;
• conditions of membership in it;
• the composition and competence of the governing bodies and the procedure for their decision-making;
• sources of formation of property and the procedure for distributing its balances after the liquidation of the partnership.

The number of founders of a non-commercial partnership is not limited, but a partnership cannot be created by one person. The supreme body of the partnership is the general meeting of its members, which has exclusive competence. It is also possible to create a permanent collegial body based on the principle of a supervisory board. The partnership must also have a sole executive body, however, the partnership charter may provide for the mandatory creation of a collegial executive body. In both cases, the composition of the executive body is determined by the supreme body of the non-profit partnership. The partnership acquires the status of the owner of its property, which is transferred to the non-profit partnership by its members.

It should be especially noted that members of a non-profit partnership are not liable for its obligations, and a non-profit partnership is not liable for the obligations of its members. The Partnership has the right to carry out entrepreneurial activities corresponding to its statutory goals, and may create other commercial and non-commercial organizations. Members of the partnership are not liable for its obligations, just as the partnership is not liable for the obligations of its members. Partnership members have the right to participate in the management of its affairs and receive information about its activities, and may also have other rights provided for by its charter. They have the right to freely withdraw from the partnership, while receiving part of its property or its value within the value of the property transferred by members of the non-commercial partnership to its ownership, with the exception of membership fees, unless otherwise provided by law or the founding documents of the partnership. Part of the property in proportion to their contributions, they can receive in the liquidation of the partnership. According to the meaning of these rules, the participants in the partnership must have a certain share in the property of the partnership or in its part, in accordance with which their right to participate in the management of the affairs of the partnership must be exercised.

Members of the partnership bear the obligations stipulated by its founding documents, including those related to making contributions to its property. For violation of these duties, they may be excluded from the partnership at the discretion of the remaining members. The participant excluded from the partnership retains the right to receive the corresponding part of the property of the partnership. A non-profit partnership is reorganized and liquidated according to general rules civil law. By unanimous decision of the founders, it can be transformed into a public or religious organization (association), a foundation or an autonomous non-profit organization. The law does not provide for the possibility of its transformation into a commercial organization, although by its nature it is very close to a limited liability company. A non-profit partnership has a number of features that bring it closer to business companies and partnerships. Firstly, the constituent documents of the partnership are the memorandum of association and the charter. Consequently, a contractual relationship arises between its participants. Secondly, property transferred to a non-profit partnership by its members, as well as subsequently acquired or produced by the partnership itself, is the property of a legal entity. However, the participants in the partnership have in relation to its property practically the same rights of obligation that belong to the founders of a business company or partnership.

They have the right:

• participate in the management of the affairs of a non-profit partnership;
• receive information about its activities;
• in the manner prescribed by the constituent documents, withdraw from its membership, and in the event of liquidation of the partnership - to receive a liquidation quota.

In addition, unless otherwise established by federal law or constituent documents, when leaving a non-commercial partnership, its participant has the right to receive in kind or in value terms a part of the partnership's property within the value of the property transferred by members of the non-commercial partnership to its ownership, with the exception of membership fees. The withdrawal procedure and the procedure for the corresponding payments are determined by the founding documents of the partnership.

It would seem that an important difference between the legal status of members of a non-profit partnership and the status of members of a company or partnership is that the founders of the partnership do not receive dividends, since the income generated by the partnership from entrepreneurial activities is not distributed among its members. In reality, this difference is not so significant, since the participants in the partnership receive a share of the profits in the form wages or other payments for labor or civil law contracts. The legal structure of a non-profit partnership will undoubtedly arouse great interest among businessmen. The fact is that, being a non-profit organization, the partnership is quite suitable for systematic entrepreneurship. Meanwhile, the conditions for taxation of non-profit organizations, even those economic activity, much more favorable than the procedure for paying taxes established for all types of commercial legal entities.

There is different kinds non-profit organizations that are dedicated to certain tasks. And although they are in the same group, the specifics of their activities may differ significantly. Partnerships are one of the ways to organize a non-profit structure that has a fairly wide range of opportunities.

Definition of terms

When considering non-profit partnerships, it is worth understanding that this concept means an organization that was created for the purpose of conducting activities of general benefit and providing competent assistance to its members.

It makes sense to give another interpretation of this terminology: it is an association of legal entities and citizens, which sometimes includes commercial organizations. At the same time, one of the main features of such a partnership is the fact that its members have the right to receive part of the organization's property or its financial equivalent. You can use this right only in case of withdrawal from the partnership. The only thing you can't take away is membership fees.

As the main body through which non-profit partnerships are managed, one can define a meeting of its members. But the basis for the start of the activities of such an organization is the decision of such a meeting.

Benefits of this type of partnership

As a key plus, one can determine the fact that the participants in such an organization should not be liable for obligations. In turn, the partnership may also not be responsible for the obligations of those who are its members.

Due to the fact that a non-profit partnership is a self-regulatory organization, there is no need to establish a minimum amount of property, moreover, it may not exist at all. If any resources were recorded in the documentation, then they can only be used as an authorized fund or for charitable purposes.

Another attractive feature that non-profit partnerships have is that great opportunities within the framework of the formation of governing bodies, as well as the very structure of the organization. All the nuances of management are easily fixed in the Charter.

Also, nothing prevents members of the partnership from opening accounts both in domestic banks and abroad. It is allowed to create various branches, representative offices, any non-profit organizations and join unions, as well as associations.

Weaknesses worthy of attention

First of all, as soon as the statutory goals have been defined, the activities of the organization must strictly comply with them. As for the profit that is ultimately obtained, its distribution among the participants is not possible.

The negative aspects include the need to resolve issues related to accounting. Such nuances, as a rule, require certain mental and time costs. We should not forget about the need for detailed development of all the required documentation.

If you try to look at the activities of a non-profit partnership objectively, it is not difficult to come to several obvious conclusions.

First of all, such shortcomings greatly complicate the implementation of most commercial schemes. At the same time, if the work of the partnership is properly organized, it can be used in the provision of services. Thus, such structures are not suitable for all entrepreneurs, but for some representatives domestic business they may be relevant.

Features of the charter

As mentioned above, the formed charter of a non-profit partnership is one of the mandatory conditions the existence of such an organization.

Therefore, it makes sense to pay attention to the structure of the charter and some of the nuances of its drafting:

1. General provisions. This category includes such items as a description of the organization itself, a statement of the terms of the partnership, a definition of the type of entities that it combines, rights to obtain the status of a legal entity, open branches, etc.
2. The subject matter of the partnership. In this part of the charter, it is necessary to describe the purpose for which the organization operates and the current rules.
3. Rights and obligations of the partnership. Here everything is quite clear: what the organization has the right to and what responsibilities it is ready to take on.
4. Methods for monitoring the activities of members. This section may contain information about the conditions for conducting scheduled and unscheduled inspections, as well as the procedure for actions in case of violations.
5. Terms of membership in the partnership and requirements for its participants.
6. Rights and obligations of members. Regardless of which non-profit partnerships are considered, their charter must contain this clause, which details all facets of the rights and obligations of all who are included in the organization.
7. Specialized bodies, as well as governing bodies. Here it is necessary to explain what the general meeting of the partnership is, what issues fall within its competence and give the same information regarding the collegiate management body.
8. Actions in case of conflict of interest.
9. Description of the sources of partnership property formation. Paying attention to this point, do not forget about the order of both lump-sum and regular receipts, as well as accounting.
10. Reporting and accounting partnership.
11. Methods for ensuring the property liability of members of the organization.
12. The procedure for liquidating a partnership, as well as the process of excluding information related to the organization from the state register.
13. Final provisions.

Of course, in order to draw up such a charter, it is necessary to use the help of a qualified lawyer.

How to start a non-profit organization

A process such as organizing a non-profit partnership begins with registration, about which in more detail we will talk below.

In addition to fixing a legal entity, it is necessary to elect and then approve the governing bodies of the partnership. The charter will also require attention, because it must not only be developed, but done in accordance with all the norms of the current legislation. Moreover, it is mandatory to define and then write down the tasks and goals, as well as the methods for their implementation within the framework of the partnership.

It will also be necessary to fix the order in which the formation of the organization took place, the standard terms of office of the key managers of the partnership and the decision-making algorithm.

The so-called general assembly should be designated as the supreme governing body. He is granted the widest possible range of powers in both the financial and managerial spheres.

Organization registration process

Such a task as registering a non-profit partnership can be easily solved with the help of the Ministry of Justice. At the same time, you need to be prepared to pay a state fee of 4 thousand rubles. In order to start the process, you must provide the following documents:

• Application signed by an authorized person. The initials, as well as the contact details of this person (address, telephone) must be indicated without fail.
• Information about the founders of the partnership (2 copies).
• Three copies of the constituent documentation of the registered organization.
• Documentary evidence of payment of the state fee.
• A decision regarding the creation of a non-profit organization, as well as the approval of its constituent documentation. At the same time, the composition of the designated bodies must be provided in two copies.
• The Ministry of Justice will also need to obtain information about the location of the permanent partnership body, through which it is possible to communicate with the registered organization.
• If the founder is a foreign person, then it will be necessary to provide an extract from the register of the country of which he is a citizen. In the absence of such an extract, any equivalent document will do.
• During the registration process, documents may be required confirming the rights to use specific symbols protected by intellectual property law or the name of any citizen of the Russian Federation when forming the name of the partnership.

The Ministry of Justice has no legal grounds for requiring other documents. Regarding the decision, the registration of the non-profit partnership must be completed within 14 days. The same period is given for refusal.

Activity control

Interregional non-profit partnerships and other types of similar organizations should have not only a clear management system, but also a clear scheme for monitoring activities.

If we talk about coordinating the work of the partnership, then it is worth noting that this task is performed by the general meeting. It is it that develops the strategy, draws up a work plan and is engaged in the formation of a report of activities at the end of the year. The implementation of everything that was drawn up and planned is already the mission of the executive block, which reports to the general meeting on an ongoing basis.

As for control, as a rule, it is entrusted to sectoral executive authorities, whose actions are carried out at the level of the Federation. We are talking about a specialized institution of power that has the ability to act throughout the country.

taxes

Regarding the specifics of taxation that all non-profit partnerships deal with, first of all, you need to pay attention to the main obligations of the NCP under the law. So, such organizations have the status of an income tax payer, but at the same time, those funds that belong to the category of targeted income are not taxed.

It is worth considering the fact that each non-profit partnership must provide quarterly reporting. There may be several centers representing organizations. In this case, both a simplified system and the payment of all categories of taxes separately (non-property, profit, land, transport, contributions to a pension fund and a single social tax) can be used.

Letterhead and printing

For any legal entity, it is relevant to use a round seal, which contains the name of the organization and its location (in Russian).

At the same time, letterheads and company stamps can be very different. In order to order their manufacture, you will need to present a copy of the certificate of state registration of a legal entity and registration in tax authority. According to federal law, there is no need to separately register identification seals.

If you have to change the data, then the old seal must first be destroyed, and only after that a new one should be made.

Social non-profit partnership

Despite the fact that the non-profit sector in the Russian Federation looks much more modest than its Western counterparts, there are still certain movements in this direction. Although not dynamically, but constantly, the number of non-profit organizations that play an important role in society is growing.

But in order to carry out successful activities, they have to face certain difficulties both in the legislative and in the administrative sphere. Render social services enough high level and to develop steadily in this direction, the current organizations of this type are hindered by the fact of a monopoly in this area.

Conclusion

As you can see, the legislative framework of the Russian Federation allows without special difficulties open a non-profit partnership of any profile. At the same time, for its effective functioning, much more efforts will have to be made than in more developed countries.

Legal status

In accordance with paragraph 1 of Article 8 federal law dated 12.01.1996 No. 7-FZ "On non-profit organizations" (hereinafter - Federal Law No. 7-FZ) non-profit partnership a non-profit organization based on membership established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving the goals provided for in paragraph 2 of Article 2 of Federal Law No. 7-FZ is recognized.

Clause 2 of Article 2 of the said Federal Law determines that non-profit organizations, including non-profit partnerships, can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, develop physical culture and sports, meet the spiritual and other non-material needs of citizens, protect the rights, legitimate interests of citizens and organizations, resolve disputes and conflicts, provision of legal assistance, as well as for other purposes aimed at achieving public benefits.

In accordance with Article 3 of Federal Law No. 7-FZ non-commercial partnership is considered to be established as a legal entity from the moment of its state registration in the manner prescribed by law.

A non-profit partnership must have an independent balance sheet or estimate, is created without limitation of the period of activity, unless otherwise established by the constituent documents of a non-profit partnership, has the right to open bank accounts in the Russian Federation and outside its territory in accordance with the established procedure.

A non-profit partnership has a seal with a full name in Russian, has the right to have stamps and letterheads with its name, as well as an emblem registered in the prescribed manner.

According to Article 15 of Federal Law No. 7-FZ, fully capable citizens and (or) legal entities can act as founders of a non-profit partnership. The founders and members of a non-profit partnership may be Foreign citizens and stateless persons legally located in the Russian Federation.

In accordance with paragraph 1.2 of the said article of the Federal Law cannot be a founder or member of a non-profit partnership:

A foreign citizen or a stateless person in respect of whom, in accordance with the procedure established by the legislation of the Russian Federation, a decision has been made on the undesirability of their stay (residence) in the Russian Federation;

A person included in the list in accordance with paragraph 2 of Article 6 of Federal Law No. 115-FZ dated 07.08.2001 "On Counteracting Legalization (Laundering)" Money obtained by criminal means and financing of terrorism";

A public association or religious organization whose activities have been suspended in accordance with Article 10 of Federal Law No. 114-FZ of July 25, 2002 "On countering extremist activity";

A person in respect of whom, by a court decision that has entered into legal force, it has been established that his actions contain signs of extremist activity.

According to paragraph 2 of Article 15 of Federal Law No. 7-FZ, the number of founders of a non-profit partnership is not limited. At the same time, a non-commercial partnership cannot be established by one person.

In accordance with paragraph 3 of Article 8 of Federal Law No. 7-FZ non-profit partnership members has the right:

Participate in the management of the affairs of a non-profit partnership;

Receive information about the activities of a non-profit partnership in the manner prescribed by the constituent documents;

Leave the non-profit partnership at your own discretion;

Unless otherwise established by federal law or the constituent documents of a non-commercial partnership, to receive, upon leaving the non-commercial partnership, part of its property or the value of this property within the value of the property transferred by the members of the non-commercial partnership to its ownership, with the exception of membership fees, in the manner prescribed by the constituent documents of the non-commercial partnership partnerships;

To receive, in the event of liquidation of a non-commercial partnership, a part of its property remaining after settlements with creditors, or the value of this property within the value of the property transferred by the members of the non-commercial partnership into its ownership, unless otherwise provided by federal law or the constituent documents of the non-commercial partnership.

Paragraph 5 of Article 8 of Federal Law No. 7-FZ, members of a non-profit partnership may also have other rights provided for by its constituent documents and not contrary to law.

According to paragraph 4 of Article 8 of Federal Law No. 7-FZ, a member of a non-commercial partnership may be excluded from it by decision of the remaining members in the cases and in the manner provided for by the constituent documents of the non-commercial partnership, except in cases where the non-commercial partnership has acquired the status of a self-regulatory organization.

A member of a non-profit partnership excluded from it has the right to receive a part of the property of the non-profit partnership or the value of this property in accordance with paragraph five of clause 3 of Article 8 of Federal Law No. 7-FZ, except in cases where the non-profit partnership has acquired the status of a self-regulatory organization.

In accordance with Article 14 of Federal Law No. 7-FZ, the constituent document of a non-profit partnership is the charter approved by the founders.

The charter must define the name of the non-commercial partnership, containing an indication of the nature of its activities, the organizational and legal form - "partnership", its location, the procedure for managing activities, the subject and goals of activities, information about branches and representative offices (if any), rights and obligations of members, conditions and procedure for admission to and withdrawal from a non-commercial partnership, sources of formation of property, procedure for amending constituent documents, procedure for using property in the event of liquidation of a non-commercial partnership.

In accordance with paragraph 3 of Article 14 of Federal Law No. 7-FZ, the charter of a non-profit partnership must also contain provisions on the composition and competence of its management bodies, the procedure for their decision-making, including on issues decisions on which are taken unanimously or by a qualified majority of votes, and on the procedure for the distribution of property remaining after the liquidation of a non-profit partnership.

According to paragraph 4 of Article 14 of Federal Law No. 7-FZ amendments to the charter of a non-profit partnership are made by decision of its supreme governing body.

The founders of a non-profit partnership, in accordance with paragraph 1 of Article 14 of Federal Law No. 7-FZ, have the right to conclude memorandum of association.

In the founding agreement, the founders undertake to create a non-profit partnership, determine the procedure for joint activities to create it, the conditions for transferring their property to the non-profit partnership and participation in its activities, the conditions and procedure for the founders (members) to withdraw from its composition.

In accordance with paragraph 2 of Article 14 of Federal Law No. 7-FZ, the requirements of the constituent documents of a non-profit partnership are binding on the non-profit partnership itself, its founders and members.

Property of a non-profit partnership

According to Article 3 of Federal Law No. 7-FZ, a non-profit partnership owns or owns operational management separate property, is liable for its obligations with this property, can acquire and exercise property and non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court.

In accordance with Article 8 of the said Federal Law, property transferred to a non-commercial partnership by its members is the property of the partnership. Members of a non-commercial partnership are not liable for its obligations, and a non-commercial partnership is not liable for the obligations of its members.

Article 24 of Federal Law No. 7-FZ determines that the sources of formation of the property of a non-profit partnership in monetary and other forms are:

Regular and one-time receipts from the founders and members of the partnership;

Voluntary property contributions and donations;

Proceeds from the sale of goods, works, services;

Dividends (income, interest) received on shares, bonds, other securities and deposits;

Income received from the property of a non-profit partnership;

Other receipts not prohibited by law.

The procedure for regular receipts from the founders and members of the partnership is determined by its constituent documents.

In accordance with Article 24 of Federal Law No. 7-FZ, the profit received by a non-commercial partnership is not subject to distribution among its members.

A non-commercial partnership has the right to carry out entrepreneurial activities that correspond to the goals for which it was created, except in cases where the non-commercial partnership has acquired the status of a self-regulatory organization.

According to Article 24 of Federal Law No. 7-FZ, certain types of activities can be carried out by non-commercial partnerships only on the basis of special permits (licenses). The list of these activities is determined by law.

In accordance with the specified article of the Federal Law No. 7-FZ, a non-profit partnership keeps records of income and expenses for entrepreneurial activities.

In the interests of achieving the goals provided for by the charter, a non-profit partnership may create other non-profit organizations and join associations and unions.

In accordance with Article 16 of Federal Law No. 7-FZ, the reorganization of a non-profit partnership can be carried out in the form of a merger, accession, division, separation and transformation.

A non-profit partnership is considered to be reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of a newly emerged non-profit organization (organizations).

When reorganizing a non-profit partnership in the form of joining another partnership to it, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the affiliated partnership.

According to Article 17 of Federal Law No. 7-FZ, a non-profit partnership has the right to be transformed into a foundation or an autonomous non-profit organization, as well as into a business company in the cases and in the manner established by federal law.

In accordance with the said article of Federal Law No. 7-FZ, the decision to transform a non-profit partnership is made by the founders unanimously.

When a non-profit partnership is transformed, the rights and obligations of the reorganized non-profit partnership are transferred to the newly established organization in accordance with the deed of transfer.

The decision to liquidate a non-profit partnership is made by its founders or the authorized body of the partnership, who appoint a liquidation commission (liquidator) and establish, in accordance with Articles 61-64 of the Civil Code of the Russian Federation and Articles 18-21 of Federal Law No. 7-FZ, the procedure and terms for liquidation.

In accordance with paragraph 1.1 of Article 18 of Federal Law No. 7-FZ, a non-profit partnership may be liquidated in court. An application to the court for the liquidation of a non-profit partnership is submitted by the prosecutor of the relevant subject of the Russian Federation in the manner prescribed by the Federal Law "On the Prosecutor's Office of the Russian Federation", by the authorized body in the field of state registration of non-profit organizations or its territorial body.

The concept of non-profit partnership * (271) was introduced by the Federal Law "On Non-Profit Organizations". A non-profit partnership is a membership-based non-profit organization established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving non-profit goals through entrepreneurial activities (Clause 1, Article 8 of the Federal Law "On Non-Profit Organizations") .

At least two founders can create a non-profit partnership. Individuals and legal entities may act as founders of a non-commercial partnership.

The name of a non-profit partnership must contain an indication of its organizational and legal form and designation of the nature of the activity.

The founding document of a non-profit partnership is the charter, at the same time, the legislation (Article 14 of the Federal Law "On Non-Profit Organizations") allows the founders to conclude a memorandum of association at their request.

In accordance with paragraph 5 of Art. 17 of the Law "On Competition and Restriction of Monopoly Activities on commodity markets"The Federal Antimonopoly Service of the Russian Federation must be notified by the founders (participants) (one of the founders, participants) within 45 days from the date of state registration (from the date of making changes and additions to the unified state register of legal entities):

on the creation, merger and accession of a non-profit partnership, if its participants (members) include at least 2 commercial organizations;

on changing the composition of members of a non-profit partnership, if its members include at least 2 commercial organizations.

These requirements apply to non-commercial partnerships that carry out or intend to coordinate the business activities of their participants (members) * (272).

In the form of a non-profit partnership, stock exchanges are created (Article 11 of the Federal Law "On the Securities Market"), bar associations (Article 22 of the Federal Law "On Advocacy and the Bar in the Russian Federation"), notary chambers (Article 24 of the Fundamentals of the Legislation of the Russian Federation on Notaries), horticultural, dacha and horticultural non-profit partnerships (Article 4 of the Federal Law "On horticultural, horticultural and dacha non-profit associations of citizens"), wholesale market trading system administrators (Article 33 of the Federal Law "On the Electric Power Industry"), self-regulatory organizations arbitration managers (Articles 21-22 of the Federal Law "On Insolvency (Bankruptcy"), self-regulatory organizations of appraisers (Article 22 of the Federal Law "On Valuation Activities"), self-regulatory organizations of professional participants in the securities market (Articles 48-50 of the Federal Law " About the securities market).

Members of a non-profit partnership have the right to:

participate in the management of the affairs of a non-profit partnership;

receive information about the activities of a non-profit partnership in the manner prescribed by the constituent documents;

withdraw from the non-profit partnership at its own discretion;

unless otherwise established by federal law or the constituent documents of a non-commercial partnership, to receive, upon exiting a non-commercial partnership, part of its property or the value of this property within the value of the property transferred by members of the non-commercial partnership to its ownership, with the exception of membership fees, in the manner prescribed by the constituent documents of the non-commercial partnership partnerships;

receive, in the event of liquidation of a non-commercial partnership, a part of its property remaining after settlements with creditors, or the value of this property within the value of the property transferred by the members of the non-commercial partnership into its ownership, unless otherwise provided by federal law or the constituent documents of the non-commercial partnership.

Members may also have other rights provided for by the founding documents and not inconsistent with the legislation of the Russian Federation.

A member of the partnership may be expelled from it by decision of the general meeting of members of this organization in the cases and in the manner provided for by the founding documents of the partnership.

Property transferred to a non-profit partnership by its members is the property of the partnership. Members of a non-commercial partnership are not liable for its obligations, and a non-commercial partnership is not liable for the obligations of its members.

The management procedure in a non-profit partnership is subject to the management rules established by the Federal Law "On Non-Profit Organizations". The supreme governing body is the general meeting of members, whose competence is determined by paragraph 3 of Art. 29 of the Federal Law "On non-profit organizations". At the same time, the list of issues, the solution of which is referred to the competence of the general meeting, is exhaustive.

The partnership charter may provide for the creation of a permanent collegial management body.

The general meeting of members of a non-profit partnership is competent if more than half of its members are present at the said meeting.

The decision of the general meeting of members of the partnership is made by a majority vote of the members present at it. The decision of the general meeting on issues of the exclusive competence of the supreme governing body of a non-profit partnership is taken unanimously or by a qualified majority of votes in accordance with the legislation of the Russian Federation and the constituent documents of the partnership.

The current management of the activities of a non-profit partnership is carried out by the executive body, which may be sole or collegial.

The procedure for reorganization and liquidation of a non-profit partnership is regulated by the Civil Code and the Federal Law "On Non-Profit Organizations".

A non-profit partnership has the right to be transformed into public organization(association), a foundation or an autonomous non-profit organization, as well as a business entity in the cases and in the manner established by federal law (clause 1, article 17 of the Federal Law "On Non-Profit Organizations").

According to Art. 20 of the Federal Law "On Non-Profit Organizations" upon liquidation of a non-profit partnership, the property remaining after satisfaction of creditors' claims is subject to distribution among the members of the non-profit partnership in accordance with their property contribution, the amount of which does not exceed the amount of their property contributions, unless otherwise established by federal laws or the constituent documents of the non-profit partnerships.

The property of a non-commercial partnership, the value of which exceeds the amount of property contributions of its members, is directed in accordance with the founding documents of the partnership for the purposes for which it was created, and (or) for charitable purposes. In the event that the use of the property of a liquidated non-commercial partnership in accordance with its constituent documents is not possible, it shall be transferred to the income of the state.

According to Art. 22 of the Federal Law "About advocacy and advocacy in the Russian Federation" a special kind of non-commercial partnership is a bar association, which is created by at least two lawyers * (273).

The Bar Association operates on the basis of the charter approved by its founders and the founding agreement concluded by them.

The founders and members of the bar association may be lawyers whose information is entered in only one regional register.

On the establishment of a bar association, its founders send to the council of the bar association by registered mail a notice indicating information about the founders, the location of the bar association, the procedure for telephone, telegraph, postal and other communications between the council of the bar association and the bar association, and to which notarized copies of the constituent agreement and charter are attached.

The Bar Association cannot be transformed into a commercial organization or any other non-commercial organization, except in cases where the Bar Association is transformed into a law office.

In accordance with Art. 11 of the Federal Law of April 22, 1996 N 39-FZ "On the Securities Market" a legal entity may operate a stock exchange if it is a non-commercial partnership. At the same time, one member of the stock exchange of a non-commercial partnership cannot own 20% or more of the votes on general meeting members of such an exchange.

Members of the stock exchange, which is a non-commercial partnership, can only be professional participants in the securities market. The procedure for becoming a member of such a stock exchange, withdrawal from and exclusion from members of a stock exchange is determined by such a stock exchange independently on the basis of its internal documents.

A non-profit partnership operating a stock exchange has special legal capacity. It is not entitled to combine the said activities with other types of activities, with the exception of the activities of the currency exchange, commodity exchange (activities for organizing exchange trading), clearing activities related to the implementation of clearing operations with securities and investment units of unit investment funds, activities for the dissemination of information , publishing activities, as well as with the implementation of activities for the delivery of property for rent.

Stock exchanges that are non-profit partnerships can be converted into joint-stock companies. The decision on such transformation is taken by the members of such a stock exchange by a three-fourths majority vote of all members of this stock exchange.

The Chamber of Notaries is a non-profit organization, which is a professional association based on the obligatory membership of notaries * (274) involved in private practice*(275).

Members of the notarial chamber may also be persons who have received or wish to obtain a license for the right to notarial activities.

Notarial chambers are formed in each subject of the Russian Federation and are entitled to carry out entrepreneurial activities insofar as it is necessary to fulfill its statutory tasks.

The charter of the notarial chamber is adopted by a meeting of members of the notarial chamber and registered in the manner established for the registration of charters of public associations (Article 24 of the Fundamentals of the Legislation of the Russian Federation on Notaries).

The Notary Chamber represents and protects the interests of notaries, provides them with assistance and assists in the development of private notarial activities; organizes internships for persons applying for the position of a notary, and promotion vocational training notaries; reimburses the costs of expert examinations ordered by the court in cases related to the activities of notaries; organizes insurance of notarial activities (Article 25 of the Fundamentals of the Legislation of the Russian Federation on Notaries).

The highest body of the notarial chamber is the meeting of members of the notarial chamber. When voting, members of the notary chamber, who are notaries engaged in private practice, have the right of a decisive vote, and assistants and trainees of the notary have the right of an advisory vote.

The board of directors and the president of the notary chamber, elected by the meeting of members of the notary chamber, are in charge of the notary chamber. The powers of the governing bodies of the notarial chamber are regulated by its charter (Article 26 of the Fundamentals of the Legislation of the Russian Federation on Notaries).

The amount of membership fees and other payments of members of the notary chamber, necessary for the performance of its functions, is determined by the meeting of members of the notary chamber.

The notarial chamber may demand from the notary (the person replacing the temporarily absent notary) the submission of information on the performed notarial actions, other documents relating to his financial and economic activities, and, if necessary, personal explanations in the notarial chamber, including on issues of non-compliance with the requirements professional ethics(Article 28 of the Fundamentals of the Legislation of the Russian Federation on Notaries).

Non-commercial partnerships also include the administrator of the trading system of the wholesale market (Article 33 of the Federal Law "On the Electric Power Industry").

The wholesale market trading system administrator is a non-profit organization formed in the form of a non-profit partnership based on the membership of the wholesale market entities and the purpose of which is to organize the purchase and sale of electricity on the wholesale market.

The constituent documents of the wholesale market trading system administrator provide for:

2) equal representation of suppliers and buyers of electricity, including large consumers of electricity, in the supervisory board of the administrator of the wholesale market trading system;

3) the procedure for taking into account the interests of all subjects of the wholesale market when making a decision by the administrator of the trading system of the wholesale market.

A kind of non-profit partnership is a self-regulatory organization of arbitration managers * (276). In accordance with Art. 21 of the Federal Law "On Insolvency (Bankruptcy)" the status of a self-regulatory organization of arbitration managers is acquired by a non-profit organization from the date of inclusion of the specified organization in the unified state register of self-regulatory organizations of arbitration managers, the maintenance of which is entrusted to the Federal Registration Service * (277).

The basis for the inclusion of a non-profit organization in the unified state register of self-regulatory organizations of arbitration managers is the fulfillment of such legal entity following conditions:

the presence of at least 100 arbitration managers as members of this organization * (278);

participation of members in at least 100 (in aggregate) bankruptcy proceedings, including those not completed as of the date of inclusion in the unified state register of self-regulatory organizations of arbitration managers, with the exception of bankruptcy proceedings in relation to absent debtors;

the presence of a compensation fund or property of a mutual insurance company, which are formed exclusively in cash from the contributions of members in the amount of at least 50,000 rubles for each member.

The funds of compensation funds or the property of a mutual insurance company may not be levied for the obligations of a self-regulating organization, as well as for the obligations of arbitration managers, if the occurrence of such obligations was not connected with the implementation of the activities provided for by the Federal Law "On Insolvency (Bankruptcy)".

The self-regulatory organization of arbitration managers performs the following functions:

ensuring compliance by its members with the legislation of the Russian Federation, rules professional activity arbitration manager;

protection of the rights and legitimate interests of its members;

ensuring information transparency of the activities of its members, bankruptcy procedures;

promotion of professional development of its members.

The features of the management of a self-regulatory organization of arbitration managers include the fact that, according to paragraph 4 of Art. 21 of the Federal Law "On Insolvency (Bankruptcy)", in addition to the executive body, it forms a permanent collegial management body consisting of at least 7 people. The competence of this body may include the approval of the rules of activity and business ethics members of a self-regulatory organization as arbitration managers. At the same time, this collegial body may also include persons who are not members of a self-regulatory organization of arbitration managers (although these persons should not exceed 25% of total number members of such a body).

In order to ensure its activities, the self-regulatory organization of arbitration managers forms a structural subdivision that exercises control over the activities of its members as arbitration managers, as well as bodies for considering cases on the imposition of liability measures on members of the self-regulatory organization for the selection of candidacies of their members for their submission to arbitration courts for approval in the case. about bankruptcy.