Features of the liquidation of a non-profit organization. Non-Profit Organization Phase-out Procedure

Liquidation of NCOs - step-by-step instruction in 2018-2019, given in this article, allows you to officially terminate the activities of the association and release its members from their positions, as well as related rights and obligations. The reader will find further information on how the liquidation of an NPO is carried out through the Ministry of Justice, what documents are required for this, and also get acquainted with a sample of the minutes of the meeting of founders, at which a decision is made to abolish the association.

How to liquidate a non-profit organization: general provisions

The liquidation of an enterprise (including a non-profit association) is a set of actions aimed at the complete cessation of its functioning without transferring its existing rights and obligations to a third-party association (clause 1, article 61 of the Civil Code of the Russian Federation).

In accordance with paragraph 1 of Art. 50 of the Civil Code of the Russian Federation, an NPO is a legal entity. It means that prerequisite for its liquidation is to make an appropriate entry in the Unified State Register of Legal Entities. The abolition of an NPO is subject to the general rules for the termination of the activities of legal entities established by civil law.

The step-by-step instructions for liquidating a non-profit organization in 2018 may be different depending on the grounds for which the organization is being liquidated. The procedure can be carried out:

• on a voluntary basis;
• compulsory order through the court (at the initiative of authorized state bodies);
• bankruptcy procedure (in the event that the funds of the NCO are not enough to pay off all the debts that have arisen in the course of its activities).

The grounds for the abolition of NCOs on a voluntary basis may be:

• the decision of the founders of the association;
• achieving the goals of its creation;
• the expiration of the period fixed in the statutory documents, during which the NPO was supposed to function.

Liquidation of NGOs through the Ministry of Justice: procedure, first steps

The procedure for the abolition of the association is carried out in the following order:

1. A general meeting of the founders of the NPO is held, following which a decision is made to terminate its activities. It must be documented - for this, the minutes of the meeting are formed. In addition, at the meeting it will be necessary to determine the list of members of the liquidation commission and also include it in the minutes (clause 3, article 18 of the law “On commercial organizations"of 12.01.1996 No. 7). From this moment on, all rights and obligations for the management of the organization are transferred to this commission.
2. Within 3 working days from the date of the decision on liquidation, an application is submitted to the territorial office of the Ministry of Justice of the Russian Federation, drawn up in the form P15001 (clause 1, article 20 of the law "On state registration ..." dated 08.08.2001 No. 129-FZ). This is the key difference between the procedures for liquidating a commercial and non-commercial organization: in the first case, an application is submitted to the department of the Federal Tax Service, and not to the Ministry of Justice.
3. Information about the upcoming liquidation is published in an open source - the journal Vestnik state registration". The message also contains information on the timing and procedure for the abolition of the association. This period, according to paragraph 1 of Art. 19 of Law No. 7, must be at least 2 months from the date of publication of the message.
4. A register of creditors of the company is compiled, which includes information about all legal or individuals ah, to which the NPO has formed a debt.

How to close a non-profit organization - step by step instructions for further action

After the creditors of the association have been notified of its impending abolition, the liquidation commission performs the following actions:

1. An interim liquidation balance sheet is drawn up and approved, containing information about the receivables and payables of the NCO, as well as its assets (clause 3, article 19 of law No. 7).
2. Settlements are made with NCO creditors. If available Money is not enough to fully repay the debts, the property belonging to the association is being sold. Payment of debts is made in the sequence determined by the provisions of paragraph 1 of Art. 64 of the Civil Code of the Russian Federation:

• first of all, settlements are made with persons to whom the NCO has obligations arising as a result of harm to their life or health;
• in the second place, wage arrears are paid off;
• thirdly, settlements are made with the budget and extra-budgetary funds;
• fourthly, the claims of other creditors are satisfied.

1. The final liquidation balance sheet is drawn up, which is transferred to the department of the Ministry of Justice. The assets remaining after settlements with creditors go to charity or other purposes provided for by the charter of the NPO. If it is impossible to use funds for targeted needs, they are sent to the state account (clause 1, article 20 of law No. 7).
2. An application is made in the form P16001. The document is accompanied by the final liquidation balance sheet and a receipt for payment of the state duty (its amount is 800 rubles). On the basis of the documents received, the Ministry of Justice makes an entry in the Unified State Register of Legal Entities about the termination of the activities of the NPO. Since then, the non-profit association is considered abolished.

Material obligations of NPO participants

In case if own funds the association is not enough to pay off the existing debts, a procedure is being implemented in relation to it.

In accordance with paragraph 2 of Art. 62 of the Civil Code of the Russian Federation, in the event that the money available to the NPO is not enough even to carry out the liquidation procedure, the founders of the association must finance it themselves; material obligations are distributed jointly and severally.

For certain types of NCOs, there are established exceptions that determine the additional responsibility of their founders:

• for consumer cooperatives - in the amount of the unpaid part of the contribution (clause 2, article 123.3 of the Civil Code of the Russian Federation);
• associations (unions) - in the amount established by the charter (clause 4, article 11 of law No. 7).

Features of the liquidation of certain types of NCOs

The provisions of Art. 18 of Law No. 7 establishes special rules for the liquidation of the following types of NCOs:

1. Funds. According to paragraph 2 of Art. 18 of Law No. 7, they can be abolished only by a court decision. The grounds for termination of the fund's activities are:

• lack of funds and / or property for the normal functioning of the fund and the lack of sources from which such funds could be obtained;
• the impossibility of realizing the goals for which the NPO was created, provided that they cannot be changed by making appropriate adjustments to the constituent documents;
• implementation by the fund of activities that contradict its statutory goals, etc.

1. Branches of a foreign NPO that has the status of a non-governmental organization. According to paragraph 2.1 of Art. 18 of Law No. 7, the grounds for their liquidation may be:

• liquidation of the parent non-governmental foreign NPO;
• failure to provide information required to be submitted in accordance with the law;
• inconsistency of the activities of the association with the goals of its creation, as well as with the information provided in accordance with the law.

Sample protocol on the liquidation of a non-profit organization

Protocol general meeting participants of an NPO, containing a decision on its liquidation, may look like this:

PROTOCOL

general meeting of participants

NGO "Personal Development Center"

01/10/2019 Yaroslavl

Agenda:

1. On the election of the chairman and secretary of the meeting.
2. On the liquidation of society.
3. On the establishment of a liquidation commission.
4. On the appointment of the chairman of the liquidation commission.
5. On the establishment of a liquidation period.

1. On the first question - about the election of A. I. Gutov as chairman of the meeting, A. P. Yermolin as secretary.
2. On the second question - about the inexpediency of further activities of NCOs and the adoption of a decision on liquidation.
3. On the third question - on the creation of a liquidation commission consisting of three people:
4. On the fourth question, about the appointment of Anton Ivanovich Gutov as chairman of the liquidation commission.
5. On the fifth question - on the establishment of the liquidation period until 07/10/2019.

1. Elect A. N. Gutov as chairman of the meeting, A. P. Yermolin as secretary.
   
2. Eliminate NGOs.
   Voting results: in favor - 3; against - 0; abstained - 0.
3. Create a liquidation commission consisting of three people:
   • Gutov Anton Ivanovich — director.
   • Yermolin Alexey Petrovich - chief engineer.
   • Odushkina Valentina Borisovna — chief accountant.
4. To appoint Anton Ivanovich Gutov as chairman of the liquidation commission.
   Voting results: in favor - 3; against - 0; abstained - 0.
5. Set the liquidation deadline to December 10, 2018.
   Voting results: in favor - 3; against - 0; abstained - 0.

All items on the agenda have been considered.

Chairman of meeting /Gutov/ A. I. Gutov

Meeting Secretary /Yermolin/ A. P. Ermolin

Liquidation of a non-profit organization by a court decision

In accordance with paragraph 3 of Art. 61 of the Civil Code of the Russian Federation, state bodies with the appropriate powers can apply to the court with a claim for the forced liquidation of an NPO.

These bodies include:

• the prosecutor's office (clause 1.1, article 18 of law No. 7);
• branches of the Ministry of Justice of the Russian Federation (clause 1.1 of article 18 of law No. 7);
• tax authorities (clause 11, article 7 of the law “On tax…” dated March 21, 1991 No. 943-I).

With a statement on the liquidation of the all-Russian social movement or NCOs of international level can apply only to the Prosecutor General of the Russian Federation (Part 3, Article 44 of the Law “On Public…” dated May 19, 1995 No. 82). The prosecutor of a constituent entity of the Federation may apply with an appropriate application in relation to regional and local NGOs (clause 1.1, article 18 of law No. 7). Prosecutors of cities and districts are not entitled to come up with such an initiative. Branches of the Ministry of Justice of Russia have similar rights.

The legal grounds for the forced liquidation of an NPO are established by paragraph 3 of Art. 61 of the Civil Code of the Russian Federation. An association may be abolished by a court order if:

• the achievement of the goals for which the organization was created becomes impossible;
• in the course of the creation of NCOs, gross violations of the law were committed, which are irreparable;
• The NPO carried out activities subject to mandatory licensing without obtaining permits;
• The NPO carried out activities that violated the existing legislative norms(including constitutional ones);
• the activity of the NPO does not correspond to its statutory goals;
• there are other grounds provided for by the current federal laws.

So, answering the question of how to close a non-profit organization, it is worth familiarizing yourself with the norms of civil law, as well as the provisions of Law No. 7, which determines the procedure for the functioning and abolition of non-profit associations. The grounds for the liquidation of an NPO may be an independent decision of its founders or a court decision made on the basis of consideration of an application from an authorized state body (the prosecutor's office, the tax authority or the territorial department of the Ministry of Justice). The procedure for the liquidation of a non-profit organization, the step-by-step instructions for the implementation of which is given above, is mandatory for associations to comply with all organizational and legal forms.

It will also be interesting for you to familiarize yourself with the materials that we wrote specifically for our Zen channel.

The liquidation procedure for a non-profit organization is a complex and multi-stage process that requires knowledge of the laws governing the activities of non-profit organizations.
Each liquidation of a non-profit organization has its own nuances and features, depending on its organizational and legal form.
In our article we are talking primarily about voluntary liquidation. Liquidation is considered voluntary if the decision on liquidation is independently taken by the body of the legal entity or the founders.

Simplified, the liquidation procedure can be divided into the following stages:
Deciding on liquidation → formation of a liquidation commission (appointment of a liquidator) → publication of a notice of liquidation in the press → preparation and approval of an interim liquidation balance sheet → settlements with creditors → preparation and approval of a liquidation balance sheet → state registration of a legal entity in connection with liquidation.

After the decision on liquidation is made, the non-profit organization is obliged to inform the authorized state body about it within three days for entry into the register. legal entities information that the non-profit organization is being liquidated.

When implementing the first stage of liquidation of a non-profit organization, the following set of documents is submitted to the authorized body:
1. Notice of liquidation (currently, in one notice it is possible to submit information both about the liquidation itself and information about the liquidation commission (liquidator) *. Original, notarized and a copy certified by the applicant.
2. The decision of the body of the legal entity that made the decision to liquidate - 2 copies (in total, three copies of the decision must be made, since one must remain in the organization). Result of the first stage: receipt of a record sheet that the organization is in the process of liquidation

It is advisable in advance, in order to save time, to prepare a receipt for a newsample, which can be downloaded from our

The second stage of liquidation is the placement in the press of a message about liquidation idation of a non-profit organization. Such a press organ is the journal State Registration Bulletin.
The easiest way to post a notice about the liquidation of a non-profit organization is to usebe a special service of the specified journal, in which the liquidation message is generated automatically.
The notice of liquidation must contain information about the non-profit organization being liquidated, such as the name, address of the organization's location, as well as the procedure and deadline for submitting creditors' claims. At the same time, the term for presenting creditors' claims against the liquidated non-profit organization may not be less than two months from the date of publication of the notice on the liquidation of the non-profit organization.
After the expiration of the period for presenting creditors' claims, an interim liquidation balance sheet is drawn up and approved, which contains information on the composition of the property of the liquidated non-profit organization, a list of claims submitted by creditors, as well as on the results of consideration of creditors' claims.

At the second stage of liquidation of a non-profit organization, the following documents are submitted to the authorized body:
1. Notification on the preparation of an interim liquidation balance sheet (original + copy).
2. Protocol on the approval of the interim liquidation balance sheet - 2 copies (in total, 3 copies must be made so that one remains in the organization).
3. Interim liquidation balance sheet - 2 copies with marks of the territorial tax authority.
4. A document confirming the publication of a notice on the liquidation of a non-profit organization in the State Registration Bulletin (an extract from the journal).
5. Receipt (inventory of documents). It is recommended to fill out a receipt in advance (the receipt form can be downloaded above).

Attention! The notice on the preparation of the interim liquidation balance sheet and the interim liquidation balance sheet itself are drawn up and submitted to the authorized body only after the expiration of the period for submitting creditors' claims (at least two months).
After completion of settlements with creditors, the liquidation commission (liquidator) draws up a liquidation balance sheet, which, like the interim liquidation balance sheet, is approved by the founders of the organization being liquidated or the body that made the decision to liquidate the non-profit organization.

At the third final stage of liquidation of a non-profit organization, the following documents are submitted to the authorized body:
1. Application for state registration of a non-profit organization in connection with its liquidation, certified by a notary public + copy.
2. Protocol on the approval of the liquidation balance sheet - 2 copies (we make three copies in total).
3. Liquidation balance sheet - 2 copies.
4. A document confirming the payment of the state duty for the state registration of the liquidation, which currently amounts to 800 rubles.
5. Certificate from the Pension Fund, confirming the absence of debt on mandatory payments.
6. A copy of the sheet from the journal "Bulletin of State Registration", in which a message was published about the beginning of the liquidation procedure - 2 copies.
7. Document on the destruction of the seal - 2 copies.
8. The original of the Charter of the liquidated organization and the State Registration Certificate.
9. Receipt (inventory of documents).

After the decision was made by the Office of the Ministry of Justice Russian Federation of a constituent entity of the Russian Federation in connection with the liquidation of a non-profit organization, documents are sent to the registering tax authority for making an appropriate entry in the Unified State Register of Legal Entities.
In the general case, the property remaining after the satisfaction of creditors' claims is directed to the purposes for which the non-profit organization was created or to charitable purposes. However, there are exceptions for certain types of non-profit organizations. For example, the property of a private institution is transferred to its owner, unless otherwise provided by the constituent documents of the institution, and the property of a non-profit partnership is subject to distribution among its members in proportion to their property contributions.
The liquidation of a non-profit organization is considered completed, and the non-profit organization ceased to exist after an entry about this is made in the Unified State Register of Legal Entities.

*The "Program for preparing documents for state registration", which can be downloaded from the website of the Federal Tax Service, will help prepare the relevant notifications and applications necessary for the liquidation of a non-profit organization.

An autonomous non-profit organization (ANO) is an economic entity without membership. The existence of such an enterprise is supported by contributions that are received on a voluntary basis. The main goal of autonomous type organizations is not to make a profit, but to provide specific areas of infrastructure. ANO today are institutions of healthcare, sports and culture. Non-profit organizations have a special tax status, the assignment of which gives the right to receive state benefits.

Fundamentals of activities of autonomous non-profit organizations:

• Persons from the founders who contributed property as a contribution to authorized capital lose their right to it. Objects become the property of the organizations supervised by them;
• The founders and the organization itself are not interdependent, and therefore they are not responsible for the results of their activities (obligations);
• Legal owners of ANOs, in accordance with the law, supervise the enterprises they have created. This rule also applies if the founders are legal entities (subjects of the Federation or municipalities). The main requirement for the governing body is the presence of at least two people in the board. An executive body (director) must also be created.

Decision to liquidate an autonomous organization

In the event that it becomes necessary to terminate the activities of an ANO with a non-commercial bias, it will be necessary to follow the procedure established by the legislator. The algorithm for liquidation from the register of legal entities involves checking the financial economic activity, notification of counterparties and preparation of a package of documents. Particular attention to the activities of ANOs is explained by the use of a preferential taxation regime. True, the founders retain the right not to disclose the real reasons for the closure of the enterprise.

However, common causes closures of autonomous non-profit enterprises are a deviation from the main goal, the inability to perform basic tasks, increasing financial instability and even bankruptcy.

A complete list of conditions under which it becomes possible to liquidate an autonomous non-profit enterprise:

• Prepared documents;
• Recorded meeting of participants, at which a decision was made to terminate the activities of the ANO;
• Filed in in due course notice to funds mass media about the upcoming liquidation;
• After the announcement is activated, the start of the closing process is counted down. The term set by the legislator is two months;
• Formation of a commission that will oversee the process of termination of activities. The liquidator of ANO (responsible person, manager) is also appointed;
• Training financial statements, drawing up a liquidation balance sheet;
• Drawing up an interim balance sheet.

The law provides for several algorithms that founders can use to exclude ANOs from the unified state register:

• The company can be closed in the mode of voluntary liquidation. The decision is made by the founders;
• You can terminate the activity of a non-profit organization using an alternative option. For example, it is possible to close by means of acquisitions by a larger enterprise;
• Restructuring option is suitable for ANO;
• Autonomous non-profit organizations may be closed by changing the composition of the founders.

An autonomous enterprise of a non-profit profile may be liquidated by decision of the judicial authorities. Close interaction with other organizations against the backdrop of weakening funding often leads to a dead end for management. Creditors who are afraid for their funds can initiate a lawsuit demanding the forcible closure of an organization that is on the verge of bankruptcy. In this case, the founders get rid of the need to carry out all stages of voluntary liquidation, because the reason for the closure becomes obvious.

After the managing body of the ANO receives the appropriate decision, it should send the document to the tax authority, after which the enterprise will be deregistered.

In the course of doing business, enterprises work closely with other legal entities. Often the only way out of the situation is to close in order to pay off the accumulated debts. in this case, it can be initiated by both the management of the enterprise and creditors. To start processing documents for closing and filing an announcement, a court decision is required.

Unlike limited liability companies, founders in ANOs are not liable, including for debts.

Step-by-step instructions for the liquidation of ANO

The closure of autonomous non-profit enterprises has much in common with the liquidation of other types of legal entities. However, the requirement for clear documentation remains the same. The presence of errors or minor shortcomings can provoke a delay in the process and increase the attention of state bodies that oversee the change in the legal status of enterprises. You can get acquainted with the list of activities carried out by ANO enterprises during liquidation in the current version of the Civil Code:

• The founders draw up their decision on the liquidation of the non-profit organization. It is with the protocol that the process of preparing documents for making changes to the register of legal entities begins. At the meeting autonomous organization a responsible decision is made, which is certified by all participants. Subsequently, the protocol must be submitted to the Ministry of Justice. Not only the final stage of voting is documented, but also the voting process itself;
• At the next stage, a special commission is being created, which will be in charge of checking financial and economic activities, supervising the preparation of reporting accounting documents. For the same period, a liquidator is appointed - an independent expert who is responsible for supporting the entire process;
• The leader of the liquidation project initiates an appeal to the media about the intention to close the autonomous non-profit enterprise. Two months pass from the moment of official publication, during which a list of debtors and creditors is formed. Reclaim plan outlined accounts receivable and a list of priority for repayment of debts for ANO;
• The chief accountant of a legal entity is checking financial indicators, summary data are used to form an interim balance sheet;
• The existing assets of the enterprise are used to pay off accounts payable in the order of priority;
• After two months from the date of the official notification of entrepreneurs in the media, an application is submitted to tax office. The package of documents that is attached to the application is carefully studied by the inspectors, and a decision is made.

After all the activities have been carried out, the liquidator of the ANO receives a corresponding notification about the exclusion of the enterprise from the unified state register.

Documents for liquidation of ANO

The closure of an organization is always accompanied by the collection of a whole package of documents. This step in the process should be given Special attention if the head of the ANO does not want to get into an unpleasant situation associated with delaying the liquidation. A standard list of documents that must be worked out flawlessly. The following are submitted to the tax office:

• Original certificate confirming the fact of state registration (OGRN);
• A statement in which the enterprise expresses its intention to cease to exist;
• The final balance sheet of an autonomous non-profit organization. The report should already have a mark from the tax authority confirming the audit of financial and economic activities;
• Receipt or other document that confirms the payment of the state fee;
• Certificate of seizure of the seal belonging to the legal entity or an order to transfer the seal;
• Confirmation of full settlements with non-state funds;
• Extract from the publication on the liquidation of the enterprise;
• Details of all founders of the ANO and the chief accountant, passport data, TIN as individuals. Particular attention should be paid to the change of participants during the reporting tax period;
• Copies of the charter of the organization and the state register.

Closing cost

If there are qualified employees in the staff, such as a lawyer and an accountant, the process of processing documents during the liquidation of an ANO will go without difficulty. However, in the absence of such workers, it would be useful to contact specialized organizations. They will not only provide an experienced lawyer, but also provide a guarantee that all stages of voluntary liquidation will pass. The cost of such services usually varies, ranging from 30,000 rubles. The maximum cost of an outsourcing contract may vary depending on the scope of work and the level of the firm. ANO with debts will have to prepare a large amount.

The state fee for the official registration of legal entities remains within reasonable limits. So, among the documents for deregistration is a receipt for payment of 400 rubles. That's how much you need to pay.

Consequences of the liquidation of ANOs in comparison with other types of non-profit enterprises

By general rule, the leadership of autonomous non-profit enterprises cannot be held accountable. However, a specific list of penalties can be found in guidance documents, which regulate the order of existence of a particular type of enterprise:

• For public and religious associations, foundations, non-profit partnerships and consumer cooperatives. Members and participants are not liable for the obligations of the enterprise (claims of creditors);
• For private institutions, liability is provided for obligations that have become a consequence of the conduct of financial and economic activities by the enterprise. If there are not enough funds in the assets of a legal entity to pay off accounts payable, the funds of the founders or their property may be attracted to repay the debts;
• ANOs are independent of financial condition its members;
• Associations or unions are not liable for the financial obligations of their founders, but the members bear subsidiary liability for the debts of their enterprises. The level of penalties is determined by the memorandum of association;
• Associations of property owners also do not provide for the onset of liability for the obligations of the organization.

Liquidation of an ANO is the procedure established by the legislator for excluding an organization from the list of legal entities. The main reason for making such a decision is the strategic miscalculation of management. At the same time, the closure should not be taken as a lifeline in the event of an attack by creditors. Liquidation is always accompanied by total tax audit. For this reason, managers of commercial (non-commercial) projects should always think about their reputation when liquidating an enterprise and try to pass the organization to the tax without consequences.