Non-commercial partnerships: legal regulation, hibernation and liquidation procedure. Creation and registration of non-commercial partnership (opening of NP)

Many non-profit partnerships were created as early as the 1990s. and formally continue to exist at the present time, without actually carrying out activities. As a result, many questions arise in practice. In particular, what rights and obligations do the founders and members of a non-profit partnership have in accordance with the current legislation? How should a non-profit partnership be maintained in the so-called sleep mode? How to liquidate a partnership if no further activities are planned? Let's consider these questions.

Legal status of non-profit partnerships

Currently, the norms of the Civil Code of the Russian Federation on associations (unions) are applied to non-profit partnerships (NP), namely Art. 123 8 -123 11 , as well as the provisions of the Law on NCOs in the part that does not contradict the current version of the Civil Code of the Russian Federation. In this regard, further, when mentioning a non-profit partnership, we also mean an association (union).

Rights and obligations of founders and members of non-profit partnerships

The founders of a non-commercial partnership (association) have the rights and obligations when creating a non-commercial partnership until the moment of its state registration. After the creation of the NP, the status of the founder loses its legal significance, does not endow its owner with any rights and obligations. Information about the founders is stored in the Unified State Register of Legal Entities and cannot be changed.

This follows from the fact that the current legislation establishes the rights and obligations of the founders of a non-profit partnership (association), relating only to the procedure joint activities founders for the creation of an NP, the conditions for transferring its property to it and participating in its activities at the stage of creation.

After the creation of a non-profit partnership, the status of a member of the NP has legal significance. The rights and obligations of members of a non-profit partnership (association) are established by Art. 123 11 of the Civil Code of the Russian Federation, Art. 8 of the Law on NGOs, as well as the charter of a non-profit partnership (Article 123 9 of the Civil Code of the Russian Federation). In particular, a member of a non-profit partnership (association):

• exercises the corporate rights and obligations provided for by the current legislation in the manner established in accordance with the charter of the NP;
• have the right, on an equal footing with other members of the NP, free of charge, unless otherwise provided by law, to use the services provided by the partnership;
• has the right to withdraw from the non-profit partnership at its own discretion at any time;
• is obliged to pay the membership fees provided for by the Charter of the NP and, by decision of the supreme body of the NP, make additional property contributions to the property of the non-commercial partnership;
• unless otherwise stated federal law or the constituent documents of the NP, to receive, upon withdrawal from the partnership, a part of its property or the value of this property within the value of the property transferred by a member of the non-profit partnership to its ownership, with the exception of membership dues, in the manner prescribed by the founding documents of the NP;
• receive, in the event of liquidation of a non-profit 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 a member of an NP to its ownership, unless otherwise provided by federal law or the constituent documents of a non-profit partnership (association).

Thus, unless otherwise provided by the charter, after the founders fulfill their obligations to create a non-profit partnership (association), the rights and obligations of the founders in relation to the NP are actually terminated. At the same time, the rights and obligations arise for members of a non-profit partnership.

"Sleep mode" of the activities of non-profit partnerships

Under "sleep mode" this case this refers to the preservation of a non-profit partnership (without liquidation) in the absence of any of its activities. Maintaining a non-profit partnership in this position does not require significant material and labor costs.

The functioning of a non-profit partnership in "sleep mode" implies the fulfillment of the following conditions:

• non-profit partnership does not actually conduct any activity;
• a non-profit partnership has a minimum number of members;
• members of a non-profit partnership do not have the obligation to make contributions to the property of the NP;
• the non-profit partnership has no obligation to pay taxes and other obligatory payments, including no taxable property;
• the non-profit partnership does not have employees who are paid wage or other payments;
• the IR may have to close the current account.

Members of a non-profit partnership have no obligation to make contributions to the property of a non-profit partnership

One of the obligations of members of a non-profit partnership (association) is to pay the membership fees provided for by the charter, as well as making additional property contributions to the property of the NP by decision of the supreme body of the partnership (clause 2, article 123 11 of the Civil Code of the Russian Federation).

In our opinion, it follows from this provision that members of the NP will not be obliged to pay contributions to the property of a non-profit partnership, provided that:

• the partnership charter provides for the obligation to pay membership fees based on the decision of the supreme management body of the NP (i.e. in the absence of such a decision, the obligation to pay fees does not arise);
• a decision on making membership and (or) additional property contributions to the property of a non-profit partnership is not made.

Thus, in order to maintain a non-commercial partnership in a “sleep mode”, it is necessary, among other things, to make appropriate changes to the Charter of the NP (and other internal documents, if any).

In addition, during the first registration of changes to the constituent documents of a non-profit partnership, it will be necessary to bring the constituent documents in line with the current legislation (i.e. apply the provisions on associations (unions), including renaming an NP into an association (union)). Until this moment, the charter is valid in the part that does not contradict the current legislation.

It should be noted that in the future, a non-profit partnership (association, union), by decision of its members, can be transformed into public organization, an autonomous non-profit organization or foundation (clause 4, article 123 8 of the Civil Code of the Russian Federation).

You can also minimize the number of members of a non-profit partnership. There is a point of view that a non-profit partnership can even have one member, while there must be at least two founders (Article 123 9 of the Civil Code of the Russian Federation).

Absence of employees who are paid wages or other payments

In order to minimize the costs associated with maintaining a non-profit partnership in "sleep mode", employment contracts with workers.

According to the current legislation, at least two employees can work in an organization: a director and Chief Accountant. If a non-profit partnership uses simplified accounting methods, including simplified accounting (financial) reporting, and also if the non-profit partnership is a medium-sized business entity, the director of the NP may take over the accounting. In this case, the functions of the director and chief accountant will be performed by one person who can work under a civil law contract with a minimum remuneration (in practice, there are many cases when such remuneration is not paid if the director is also a member of an LLC (in this case, a member of a non-profit partnership) ).

Closing bank accounts of a non-profit partnership

Closing the settlement accounts of a non-profit partnership (if any) will minimize the cost of paying bank services for servicing these accounts. However, before closing accounts, it is necessary to make sure that the non-profit partnership does not have any debts in paying taxes, penalties, fines. To do this, you should make reconciliations with the tax authority and extra-budgetary funds and pay off existing debts.

When arrears in the payment of taxes, penalties, and fines are identified after the settlement accounts are closed, a non-profit partnership may experience difficulties in repaying the relevant debts, since the payment of taxes, penalties and fines in cash by organizations is not provided for by the legislation of the Russian Federation on taxes and fees and the banking legislation of the Russian Federation (letter Ministry of Finance of Russia dated October 24, 2013 No. 03-02-07/1/44732).

To maintain a non-profit partnership (association) in "sleep mode" it is necessary to periodically:

• submit "zero" accounting and tax reporting in accordance with the legislation of the Russian Federation;
• submit to the territorial body of the Ministry of Justice of Russia (the body supervising the activities of non-profit organizations) an application confirming compliance with the requirements of clause 3 1 of Art. 32 of the Law on NGOs (absence foreign citizens among members and foreign sources of funding), as well as information in any form about the continuation of their activities (clauses 3, 3 1 , 3 2, article 32 of the Law on NCOs).

Compliance with these requirements will help to nullify the risks of bringing a non-profit partnership to administrative responsibility (imposing a fine) and excluding the partnership from the Unified State Register of Legal Entities as inactive legal entity, as well as the presentation by state bodies of a requirement to liquidate a non-profit partnership in a judicial proceeding.

Note that if a non-profit partnership does not submit reports to the tax authorities within 12 months, as well as carry out operations on at least one bank account, it may be declared invalid and excluded from the Unified State Register of Legal Entities.

At the same time, we consider this risk as minimal, since, according to the prevailing judicial practice the criteria for recognizing a legal entity as having actually ceased its activities (inactive legal entity), which are fully applicable to commercial organizations, cannot, with a sufficient degree of probability, indicate the actual termination of its activities by a non-profit organization (see Resolutions of the Constitutional Court of the Russian Federation of December 6, 2011 No. 26-P, FAS of the North Caucasus District of December 4, 2013 in case No. A32-1074 / 2013).

In other words, the mere fact of the absence of transactions on a bank account or the fact that a non-profit partnership does not have a bank account cannot be grounds for its exclusion from the Unified State Register of Legal Entities, provided that the non-profit partnership submits “zero” reports to the tax authority and extra-budgetary funds.

Liquidation of non-profit partnerships

The liquidation of a non-profit organization usually takes six months or more. In addition, the adoption of a decision to liquidate an organization is the basis for inspections by state bodies (in particular, the tax authority).

The liquidation of a non-profit partnership is a complex, multi-stage process. An approximate list of the main stages of this process is presented in the table.

№	Action	Deadlines (normative)	Notes
	Adoption of a decision on the liquidation of a non-commercial partnership and a decision on the formation of a liquidation commission (appointment of a liquidator) and the establishment of the procedure and deadlines for liquidation		From the moment of approval of the liquidation commission (appointment of the liquidator), the powers to manage the affairs of the NP are transferred to it (to him).	Article 62 of the Civil Code of the Russian Federation. Article 18 of the Law on NGOs
	Taking inventory		Based on the results of the inventory, an inventory list will be drawn up.	Clause 27 of the order of the Ministry of Finance of Russia dated July 29, 1998 No. 34n.
	Notification of the registering authority (GU of the Ministry of Justice of Russia for Moscow) about decision on liquidation of NP	3 days from the date of the decision to liquidate (imperative)	After making an entry in the Unified State Register of Legal Entities about the beginning of the liquidation procedure: The tax authority may initiate a tax audit; It is not allowed to state registration of changes made to the constituent documents of the NP, as well as the state registration of legal entities, the founder of which is the NP, or making entries in the Unified State Register of Legal Entities in connection with the reorganization of legal entities, of which the NP is a participant	Paragraph 1 of Art. 62 of the Civil Code of the Russian Federation. Paragraph 7 of Art. 32 of the Law on NGOs. Clause "and 1" Part 1 of Art. 5, art. 20 of the Law on State Registration.
	Notification of the registering authority on the formation of a liquidation commission (appointment of a liquidator)		Form No. P15001 (requires notarization of the applicant's signature). This stage can be completed simultaneously with the notification of the decision to liquidate (stage No. 3)	Article 20 of the Law on State Registration
	Submission to banks where IR accounts are opened of documents for the liquidator (replacement of bank cards)		After making an entry in the Unified State Register of Legal Entities about the formation of the liquidation commission and the appointment of its head (or the appointment of a liquidator)
	Publication in the journal "Bulletin of State Registration" of a message on the liquidation of the NP		The period specified in the notice for filing claims by creditors may not be less than two months from the date of publication of the liquidation	Paragraph 1 of Art. 63 of the Civil Code of the Russian Federation
	Written notice to NP creditors of liquidation		Notification can be made by mailing registered letters with acknowledgment of receipt or transfer against signature. Evidence of sending and serving notices to creditors must be retained	Paragraph 1 of Art. 63 of the Civil Code of the Russian Federation. Paragraph 2 of Art. 19 of the Law on NGOs
	Identification of IR creditors and collection of receivables	At least two months from the date of publication of the liquidation (imperative)		Paragraph 1 of Art. 63 of the Civil Code of the Russian Federation. Paragraph 2 of Art. 19 of the Law on NGOs
	Preparation of an interim liquidation balance sheet		It is drawn up by the liquidation commission after the expiration of the period for the presentation of claims by creditors. Contains information on the composition of the property of the IR, the list of claims submitted by creditors, as well as on the results of their consideration. Approved by the body that made the decision to liquidate	Paragraph 2 of Art. 63 of the Civil Code of the Russian Federation. Paragraph 3 of Art. 19 of the Law on NGOs
	Notification of the registering authority on the preparation of an interim liquidation balance sheet		Form No. P15001 (requires notarization of the applicant's signature)	Paragraph 3 of Art. 20 of the Law on State Registration
	Making settlements with NP creditors		The payment of monetary amounts to creditors of the NP is made by the liquidation commission in accordance with the interim liquidation balance sheet after repayment of the current expenses necessary for the liquidation, in the order of priority established by Art. 64 of the Civil Code of the Russian Federation, starting from the date of its approval, with the exception of creditors of the third and fourth priority, payments to which are made after a month from the date of approval of the interim liquidation balance sheet	Paragraph 5 of Art. 63 of the Civil Code of the Russian Federation. Paragraph 5 of Art. 19 of the Law on NGOs
	Closing IR accounts
	Obtaining a certificate from the Pension Fund of the Russian Federation confirming the absence of debt on mandatory payments			Clause "g" part 1 of Art. 21 of the Law on State Registration
	Drawing up a liquidation balance sheet		Compiled by the liquidation commission after the completion of settlements with creditors (including all settlements with the tax authority and extra-budgetary funds). Approved by the body that made the decision to liquidate the NP. The property remaining after the satisfaction of creditors' claims is subject to distribution among the members of the NP in accordance with their property contribution, unless otherwise established by federal laws or the constituent documents of the NP. The property of the NP, the value of which exceeds the amount of property contributions of its members, is directed in accordance with the constituent documents of the NP for the purposes for which it was created, and (or) for charitable purposes. If the use of the property of the NP in accordance with its constituent documents is not possible, it turns into state revenue	Paragraphs 5, 6 of Art. 63 of the Civil Code of the Russian Federation Paragraphs 1, 2 of Art. 20 of the Law on NGOs
	Submission to the registration authority (GU of the Ministry of Justice of Russia for Moscow) of documents (including the liquidation balance sheet) for the state registration of the NP in connection with its liquidation		Form No. P16001 (requires notarization of the applicant's signature). In practice, it is better to submit to the registration authority (GU of the Ministry of Justice of Russia for Moscow) a copy of the liquidation balance sheet with a mark of the territorial tax authority	Article 21 of the Law on State Registration
	Removal of NP from the register in off-budget funds and statistical bodies		The list of required documents and information is recommended to be specified in the territorial offices off-budget funds
	Destroying the NP Seal
	Transfer of NP documents to the state archive

Federal Law of January 12, 1996 No. 7-FZ "On Non-Commercial Organizations".

Article 3 of the Federal Law of May 5, 2014 No. 99-FZ “On Amendments to Chapter 4 of Part One of the Civil Code Russian Federation and on the invalidation of certain provisions of the legislative acts of the Russian Federation” (hereinafter - Law No. 99-FZ).

Paragraph 7 of Art. 3 of Law No. 99-FZ.

Article 64 2 of the Civil Code of the Russian Federation, art. 21 1 of the Federal Law of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities and individual entrepreneurs(hereinafter referred to as the Law on State Registration).

Along with economic companies such as LLC, OJSC or CJSC in Russia there is an interesting form of cooperation between citizens - a non-profit partnership. What is it and what are the features of such structures?

What it is

Non-Profit Partnerships(NP or NCP) are organizations established by individuals or legal entities for mutual assistance and pooling of resources of each of the founders. These structures are a subspecies of non-profit organizations (about what it is - a little later).

NCP is established without defining specific terms of activity. Having created such a structure, you can work together for as long as you like. The main founding document is the charter. Together with it, an agreement can be used, which specifies the nuances of joint work, the conditions for the operation of property, the rules for entering and exiting the partnership. NKP is a subspecies and NPO (more on this later).

Material base

Despite the fact that NCPs are not aimed at making a profit, they can perform certain types of financial transactions (for example, open accounts in commercial banks). The property of members can be transferred to the use of the NCP. Upon transfer, it becomes the property of the structure. The founders of the partnership are not obliged to answer for the obligations of the organization, and vice versa. The property of the structure is formed at the expense of voluntary membership fees, as well as income from certain types of entrepreneurial activities, but only those that correspond to the goals of creating the structure. For example, this is the production of goods, the sale and purchase of securities, work with bank deposits, but on the condition that profit-making does not diverge from the goals of the joint activities of the founders of the partnership.

How to register

Unlike registration, for example, LLC, non-profit partnerships do not have to be fixed in state registers as legal entities. Founders can be citizens of any status. The main condition for the registration of an NCP is the fact that there are several partners (more than two). Maximum amount Structure members are unlimited.

Before registration, it is necessary to develop a charter for a non-profit partnership and draw up, if desired, a memorandum of association. The next step is a trip to the tax office at the place of residence of the members of the future partnership. Among the documents that should be available with you are the decision of the founders that an NCP is being created, information about the desire to register as a legal entity, the partnership charter and, if any, an agreement.

Reorganization and liquidation

Members of a non-profit partnership may dissolve the organization. The same can be done for a number of legal grounds by the court. A liquidation commission is appointed, the terms for the dissolution of the partnership and the procedure for the procedure are established. Property, if the founders fail to agree, is distributed in proportion to the contributions. True, none of the members of the liquidated partnership will receive assets in an amount greater than the value of the property that he contributed to the common cause. Non-profit partnerships can be reorganized through mergers, divisions or acquisitions. There is also a variant with the transformation of this structure - for example, into a fund, an autonomous institution or into some kind of business entity. It is important that absolutely all founders support the decision that the NCP will be transformed.

Features of dacha partnerships

A horticultural or dacha non-profit partnership is one of the practical examples of the work of the structure in question. It exists along with other common forms of cooperation between the owners of six acres - dacha or gardening partnerships. The main difference between NKP country type from others in the difference practical application legislation governing the circulation of property. The immovable and movable assets that a dacha non-profit partnership acquires with contributions become the property of the structure.

In partnerships, contributions are of two types - targeted and membership. Property purchased with sources of the first type acquires the status. Everything purchased with membership fees belongs to the partnership. Among the legislative requirements for the creation of dacha non-profit partnerships, the following can be distinguished. Firstly, minimum number founders - three people. Secondly, only owners of plots can be members of the partnership, and only those who are already 18 years old. Thirdly, the purpose of creating such a structure should be non-commercial in nature: for example, it could be mutual exchange experience in growing vegetables, organizing hobby groups, sports competitions. The entrepreneurial component is allowed only if the profit will be used to achieve the goal (for example, the purchase of a cup for the winner of country football competitions).

Features of construction partnerships

Nonprofit Builders Partnership - Other real example joint work of citizens. The main feature of such structures is the lack of profit. Another feature is that the registration of construction partnerships is carried out by the Ministry of Justice, and not tax office. In such structures, the governing body of the partnership can only be collegiate (as a rule, this is a meeting of founders).

According to some experts, it is advisable to create non-profit partnerships in the construction industry if the number of members is several dozen people, it is better if there are about a hundred. Rights and obligations of the NCP construction profile are common for similar structures in other industries - to buy and sell property, achieve social, cultural and other goals, be a defendant or plaintiff in court, interact with authorities.

Rights and obligations of partnership members

The main motive that drives people who create a non-profit partnership is assistance, a joint search best solutions on topical issues. Questions relating to any mutual obligations, when establishing the NCP, as a rule, are not raised. They don't exist by law. Members of partnerships are not responsible for the actions of their other colleagues and for the possible obligations of the NCP as a legal entity to creditors.

At the same time, the founders are endowed with a number of rights. First, it concerns participation in the decision key issues, in managing the affairs of the organization, familiarization with relevant information. Secondly, members of the partnership may at any time withdraw from the organization, receiving back a portion of property assets commensurate or equivalent to what they contributed. Thirdly, the founders have the right to count on a share of the proceeds if the structure led entrepreneurial activity.

Requirements for the bylaws

The charter of a non-profit partnership is the main one during registration of this type organizations. It should contain information about the name of the structure, location, purpose of creation. The charter should contain information about the governing bodies of the partnership, a list of the rights and obligations of the founders, the conditions for joining and leaving the organization, as well as sources of financing and formation of the property fund. In the charter, you need to prescribe data on the representative offices of the NCP in other cities (if any) and note which structure is the head, where management system, which has a non-profit partnership, the center. It is also necessary to prescribe the conditions for liquidation and change of legal status.

NCP and self-regulatory organizations

As mentioned above, in the hierarchy public structures the status that a non-profit partnership has is a self-regulatory organization or SRO. It is important to understand when these two terms can be identified and when not. Lack of partners' intentions to do business - main criterion creation of such a structure as a non-profit partnership. A self-regulatory organization is a broader concept, and in some cases a structure that fits this definition may still be commercial. For example, if we are talking about the merger of several companies in the housing and communal services sector, then this will most likely be the consolidation of business structures that join forces in order to exchange experience in providing their services to customers, mutual assistance in accessing any technologies. The purpose of such consolidation is to make the firm more profitable. The goal does not fit the specifics of such a structure as a non-profit partnership. Thus, the NCP is a self-regulatory organization, where there is no profit making in order to improve the welfare of the founders. In turn, an SRO, in which people of the same profession come together to share knowledge that allows them to earn more and conduct business more efficiently, cannot be considered a non-profit partnership.

NCP as a type of NPO

NCP is not only a kind of SRO, but also a subspecies of such a phenomenon as Here we are talking about the terminology used in Russian laws. In accordance with them, NGOs are organizations with a public nature of activity. That is, it is assumed that the result of the work will be useful to everyone. NPOs are regulated by the Civil Code of the Russian Federation, the Federal Law “On Non-Commercial Organizations” and the Federal Law “On Public Associations”.

Everything that the law prescribes in relation to NCOs is fully characteristic of NCPs, along with which there are other types of associations. These include social, religious, autonomous organizations, state corporations, social and charitable foundations, as well as associations (unions). In some cases, non-profit organizations may be recognized consumer cooperatives, HOAs, as well as territorial public self-governments. NPOs include charitable organizations and trade unions.

Any non-profit organization must have its own balance sheet (estimate). None of the NGOs has restrictions on the term of activity, if they are not spelled out in the constituent documents. Not commercial organizations can open accounts in Russian and foreign banks, have their own seals, stamps, letterheads and emblems.

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 of a 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 carry out entrepreneurial activities, the income from which must 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 on the territory of the Russian Federation in accordance with the law;

Participate in business companies (limited liability companies and joint-stock companies ah), 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 the bodies of state statistics and tax authorities, founders and other persons in accordance with the legislation and 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, upon withdrawal from a non-commercial partnership, receive a 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;

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 partner 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 founding 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-profit 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 a 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 general meeting members of the Partnership for a specified period.

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-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 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 assigned to 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.

Basically, management companies are created in the form limited liability companies. There are also UK in the organizational and legal form of open and closed joint stock companies. But management companies in the form of non-profit organizations, in particular non-profit partnerships, come across even less often. We will talk about this form of the Criminal Code today.

Is it possible to create a management company in the form of a non-profit partnership

Before answering this question, it is necessary to understand what is non-commercial partnership. A non-profit partnership is a non-profit organization based on membership, which is established by individuals or legal entities to carry out entrepreneurial activities that meet the requirements of the charter (part 1 of article 8 of the Federal Law No. 7 of January 12, 1996 “On non-profit organizations”).

In its form of organization, a non-profit partnership is somewhat similar to homeowners association or real estate, but it has more powers and different nuances. For example, a non-profit partnership can carry out several types of business activities at once, as well as single-handedly establish a limited liability company or a joint-stock company.

The property transferred to the non-commercial partnership by the participants becomes its property. Members of such an organization are not liable for its obligations. The non-profit partnership itself is not liable for the obligations of its members.

Now as regards management apartment buildings . The current housing legislation does not prohibit a non-profit partnership from managing an MKD on the basis of a management agreement. The main condition is the compliance of entrepreneurial activities for the management of MKD with the statutory goals of the organization.

The Housing Code allows you to create management companies in any organizational and legal form. Thus, the legislation does not prohibit non-profit organizations from acting as a management company.

By law, a non-profit partnership may provide services that generate profit if it is consistent with and serves the objectives for which the organization was created, and if this activity indicated in the constituent documents (Art. 50 of the Civil Code of the Russian Federation, Art. 2, 24 of the Federal Law No. 7 of 12.01.1996 "On NGOs").

Therefore, when creating a management company in the form of a non-profit partnership, it is necessary to prescribe in the charter the competence of the organization in carrying out entrepreneurial activities for the management of MKD. Otherwise, the activities of a non-profit organization may be declared invalid by a court (Article 173 of the Civil Code of the Russian Federation).

In this way, Management Company can be created in the form of a non-profit partnership. In this case, she will also have to obtain a license to carry out entrepreneurial activities and comply with all licensing requirements for the Criminal Code. Otherwise, the Criminal Code, created in the form of a non-profit organization, will be liable to the fullest extent of the law.

Membership in a non-profit partnership

Like a partnership, a non-profit partnership is based on the membership of its members. According to part 3 of article 8 of the Federal Law No. 7 of January 12, 1996 “On NGOs”, members of a non-profit partnership may:

• participate in the management of the affairs of the organization;
• receive information about the activities of the partnership;
• withdraw from a non-profit partnership if desired;
• receive upon exit a part of the organization's property or its value, except for membership fees;
• receive, upon liquidation of the partnership, a part of its property remaining after settlements with creditors, or a part of its value, if this is determined by the constituent documents.

Non-profit partnership founders

Founders of a non-profit partnership able-bodied individuals and legal entities may act. The number of founders cannot be less than two people (clause 1.3, article 15 of the Law on NGOs). One of the participants can be a legal entity, and the other - an individual.

Revenue from the sale of works and services

When non-profit partnerships carry out entrepreneurial activities in the management of houses, they can receive profit in the form of proceeds from the work performed or the services provided. In accordance with paragraph 3 of Article 26 of the Law on NGOs, the profit received by a non-commercial partnership cannot be distributed among its participants or founders. All profits must be directed to the conduct of statutory activities.

Also, a management company created in this form has an obligation to calculate and pay value added tax if the performance of work and the provision of services for management agreement is not subject to tax benefits or the partnership is not exempt from taxpayer obligations (Article 145 of the Tax Code of the Russian Federation).

Income from the property of a non-profit partnership

Income from the property of a non-profit partnership includes income from the lease of the organization's property and other material and production assets.

Organs state power and local governments can provide economic support to non-profit partnerships, which is expressed in the purchase of works and services from them to meet state and municipal needs, as well as in the provision of tax and other benefits (Article 31 of the Law on NGOs).

A non-profit partnership must separate accounting of income and expenses on the entrepreneurial activity carried out by him (paragraph 3 of article 24 of the Law on NGOs).

Founding documents of a non-profit partnership

The main constituent document of a non-commercial partnership is the charter (clause 1, article 14 of the Law on NGOs). The requirements of constituent documents must be fulfilled by the non-commercial partnership, its founders and participants.

AT founding documents of a non-profit partnership the following information must be included (clause 3, article 14 of the Law on NGOs):

• the name of the organization indicating the nature of its activities and legal form;
• location;
• procedure for managing activities: structure, competence, procedure for the formation and term of office of management bodies, the procedure for making decisions and speaking on behalf of the organization (clause 1, article 28 of the Law on NGOs);
• the subject and goals of the activity;
• information about branches and representative offices;
• rights and obligations of members of the organization;
• conditions and procedure for admission to membership in the organization and withdrawal from it;
• sources of property formation;
• the procedure for amending the constituent documents;
• the procedure for the use of property during the liquidation of the organization.

Also, the constituent documents of a non-commercial partnership must contain the following conditions on:

• the composition and competence of the governing bodies;
• the manner in which they take decisions, including issues on which decisions are taken unanimously or by a qualified majority of votes;
• the distribution of property after the liquidation of the organization.

Changes to the charter of a non-profit partnership made by decision of its supreme governing body.

Creation of a non-profit partnership

A non-profit partnership is considered to be created as a legal entity from the moment of its state registration. In order to create and register a non-profit partnership, it is necessary to perform the following algorithm of sequential actions:

1. Not later than 3 months from the date of the decision to create a non-profit partnership, the founders must provide Required documents to the authorized body or its territorial subdivision.
2. Within 14 working days, a decision is made by the authorized body or its territorial subdivision on registration, followed by sending information to the registering body.
3. Within 5 working days from the date of receipt of the information, the registering authority makes an appropriate entry in the Unified State Register of Legal Entities and notifies the authorized body about this.
4. Within 3 working days from the date of receipt of the information, the authorized body issues a certificate of state registration to the non-profit partnership.

Liquidation of a non-profit partnership

The procedure for the liquidation of a non-profit partnership regulated by Articles 61-65 of the Civil Code of the Russian Federation and Articles 18-21 of the Law on NGOs. The liquidation of such an organization can be carried out in two ways:

• in a general manner - by decision of the management bodies of the organization;
• in court - in the presence of violations of the law in the implementation of entrepreneurial activities.

The liquidation of a non-profit partnership as a legal entity entails its termination without succession of rights and obligations by other persons (clause 1, article 61 of the Civil Code of the Russian Federation).

Accounting policies and disclosures of non-profit partnerships

non-profit partnerships in without fail must develop and maintain their accounting policies in accordance with the requirements of Article 8 of the Accounting Law. Only non-profit organizations that publish their accounting policies are required to disclose accounting policies. financial statements in whole or in part under the legislation of the Russian Federation, constituent documents or on their own initiative.

It should be noted that management companies established as a non-profit partnership must also disclose information about their activities and houses under management in accordance with Disclosure Standard(PP RF No. 731). Otherwise, they will be liable both for the violation of the Standard and the licensing requirements for management companies.

If you have any questions, you can always contact us for advice. We also help management companies to comply 731 of the RF PP on the Information Disclosure Standard(filling the portal Housing reform, website of the management company, information stands) and Federal Law No. 209 (). We are always happy to help you!

If an organization does not have as its main goal the receipt of material benefits, it is considered non-profit. Such associations are created to function in such areas of society as politics, culture, and scientific research.

Non-profit organizations are charitable foundations and other social organizations, teams created for the development of self-government in a particular area, etc. The main goals of such associations are to satisfy the non-material (spiritual, physical, educational, legal) needs of the population.

Often commercial organizations unite in non-profit partnerships in order to coordinate their activities and represent their interests. If its participants decide that it is beneficial for them to conduct business in an integrated format, then a non-profit partnership can be transformed into a business partnership.

Non-profit organizations themselves can, in turn, unite into non-profit associations or non-profit unions. At the same time, none of the participants in such an alliance loses its rights as a legal entity and its autonomy. In addition, the association is not responsible for the obligations assumed by any of its members. If a non-profit union wants to start doing business, then it also needs to establish a business company.

Law on non-profit partnerships

Non-profit associations and unions act in accordance with paragraph 1 of Article 123.8 of the Civil Code of the Russian Federation. However, there is still no law that would control their activities, so the legal status of associations and unions is established by specific regulations for each type of non-profit organization.

From September 1, 2014, in accordance with the Civil Code of the Russian Federation, in order to simplify the legislative framework, all non-profit partnerships must be transformed into associations or unions, with amendments to their charter. This is not done all at once, but at the first change in any information in the Charter of the organization. However, such changes are only amendments to the constituent documents, and not a change in the organizational and legal form. In turn, this means that the reorganization of a non-profit partnership is not needed.

Moreover, the legislation allows the words “non-commercial partnership” to be left in the name of the organization, provided, of course, that all participants are satisfied with the new name.

Opportunities for unions and associations

According to the September amendments to the Civil Code of the Russian Federation, it is now possible to create a new self-regulatory organization in the form of an association or union. However, it is no longer possible to convert an association or union into a non-profit partnership. This type of association has been abolished.

It should also be noted that now the words "association" and "union" do not mean exclusively the association of several partners, and independent organizations can safely enter them in their names.

The requirement for the number of founders has also changed - if at least 5 people were required to create a non-profit partnership, then an association or union can be created even together.

True, the new rules of law that will now apply to associations and unions (changes in the order of changes in the charter of the foundation, and so on) also apply to those organizations that have still retained the status of a “non-profit partnership”.