Marry 

Non-commercial partnerships: charter, composition, types. Non-profit partnerships: legal regulation, "hibernation" and liquidation procedure

    NON-COMMERCIAL PARTNERSHIP AS ONE OF THE FORMS OF NON-COMMERCIAL ORGANIZATIONS

    O. N. REMIZOVA
    
    In the territory Russian Federation created and working enough a large number of non-profit organizations, which are divided into:
    - to public and religious organizations (associations);
    - social movements;
    - funds;
    - institutions;
    - bodies of public initiative;
    - non-commercial partnerships;
    - autonomous non-profit organizations;
    - other non-profit organizations.
    A non-profit partnership (hereinafter - NP) is a non-profit organization based on membership, established by citizens and (or) legal entities to carry out activities aimed at achieving the goals provided for in paragraph 2 of Art. 2 of the Federal Law of January 12, 1996 N 7-FZ "On non-profit organizations" (hereinafter - Law N 7-FZ). This means that a non-profit partnership is created to carry out activities aimed at achieving social, charitable, cultural, educational, scientific and managerial goals, for 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.
    If a minimum size authorized capital LLC or CJSC must be at least 10,000 rubles, and OJSC - at least 100,000 rubles, then distinctive feature NP is that, according to paragraph 1 of Art. 26 of Law N 7-FZ sources of property formation non-profit organization in monetary and other forms are: regular and one-time receipts from the founders (participants, members); voluntary property contributions and donations; proceeds from the sale of goods, works, services; dividends (income, interest) received on shares, bonds and other securities and deposits; other receipts.
    The legislation does not contain restrictions on the form in which contributions to the NP can be made. Not only money, but also fixed assets, materials, etc. can be transferred as a contribution. Receipts in the form of membership fees are not taken into account by non-profit partnerships as income for profit taxation purposes, provided that they are used for their intended purpose.
    It should be noted that the NP is a legal entity and, in accordance with the current Russian legislation, is subject to state registration. A non-profit partnership is considered to be created as a legal entity from the moment of its state registration in the manner prescribed by law. It has the right to open bank accounts, must have an independent balance sheet or estimate.
    Before carrying out the state registration of an NP, its founders are obliged to hold a meeting of founders, at which the main goals of the non-profit organization being created, its legal status and powers, which is further fixed in the charter. In addition to the mandatory details (name of the organization, location, purpose and subject of activity, data of the founders, contributions of the founders and membership fees), the charter must fix the term of the non-profit organization, since an NP can be created on certain period or indefinitely. In addition, the charter must have its own stamp and an emblem registered in the manner prescribed by law, reflecting the specifics of the activity of this non-profit organization and distinguishing it from other non-profit organizations.
    Members non-profit partnership they have a right:
    - participate in the management of the affairs of the NP;
    - receive information about the activities of the NP in the manner prescribed by the constituent documents;
    - at its own discretion to leave the NP;
    - unless otherwise specified by federal law or the constituent documents of the NP, to receive, upon leaving the NP, a part of its property or the value of this property within the value of the property transferred by the members of the NP to its ownership, with the exception of membership fees, in the manner established by the constituent documents of the NP;
    - receive, in the event of liquidation of the NP, 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 NP to its ownership, unless otherwise provided by federal laws or constituent documents of the NP.
    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 specified in the founding documents of the NP (clause 4, article 8 of Law No. 7-FZ).
    By virtue of paragraph 1 of Art. 9 of the Federal Law of November 21, 1996 N 129-FZ "On Accounting" all without exception business transactions must be documented, i.e. must be formalized primary documents, on the basis of which the management is carried out accounting. This provision also applies to non-profit organizations.
    A non-profit organization provides information about its activities to authorities state statistics and tax authorities, founders and other persons in accordance with the legislation of the Russian Federation and the constituent documents of the NP.
    According to paragraph 2 of Art. 32 of Law N 7-FZ, the size and structure of income of a non-profit organization, as well as information about the size and composition of the property of a non-profit organization, its expenses, the number and composition of employees, their remuneration, and the use of unpaid labor of citizens in the activities of a non-profit organization are not subject to trade secrets .
    Non-profit organizations may submit the following reports:
    - accounting;
    - tax;
    - to state off-budget funds;
    - statistical;
    - special.
    The composition of the reporting of non-profit organizations depends both on its organizational and legal form and on the specifics of taxation (in particular, on the applicable taxation regime).
    For accounting, it is recommended to open a sub-account "Settlements with partnership members" to account 76 "Settlements with various debtors and creditors", and to account 86 "Target financing" - sub-accounts "Entry fees", "Membership fees".

    Example 1. A non-profit partnership received an application from an LLC with a request to become a member of this partnership. In accordance with the constituent documents of the NP, the entrance fee for the intended use is 300,000 rubles, and quarterly membership fees - 15,000 rubles.
    The following entries are made in accounting:
    Debit 76, sub-account "Settlements with members of the partnership", Credit 86, sub-account "Entry fees", - reflects the obligations of a new partnership member to pay an entrance fee - 300,000 rubles;
    Debit 51 "Settlement accounts" Credit 76, subaccount "Settlements with partnership members", - received cash as an entrance fee to the current account - 300,000 rubles.
    The following postings are made quarterly:
    Debit 76, subaccount "Settlements with members of the partnership", Credit 86, subaccount "Membership fees", - monthly membership fees are accrued - 15,000 rubles;
    Debit 51 Credit 76, sub-account "Settlements with partnership members", - funds were received as a membership fee to the current account - 15,000 rubles.
    Funds can also be received in cash at the cash desk of a non-profit partnership. In this case, the organization must issue an income cash warrant according to the form N KO-1. cash receipt it is not necessary to break through, since targeted contributions made by members of the NP for the conduct of statutory activities do not fall under the signs of trade operations, works or services and mandatory application cash register equipment not required (Letter of the Ministry of Finance of Russia dated 07.07.2005 N 03-01-20 / 3-122).
    As noted above, contributions from contributions may be in-kind.

    Example 2. The constituent documents of the NP provide for the possibility of making membership fees not in cash, but in the materials necessary for work. The amount of the quarterly membership fee is 15,000 rubles. As a contribution, materials were made at an agreed price of 10,000 rubles, the rest was paid in cash.
    In accounting, this operation is recorded by postings:
    Debit 76, subaccount "Settlements with members of the partnership", Credit 86, subaccount "Membership fees", - reflects the obligations of a new member of the partnership to pay a quarterly membership fee - 15,000 rubles;
    Debit 10 "Materials" Credit 76, sub-account "Settlements with members of the partnership", - the receipt of materials as part of the entrance fee is reflected - 10,000 rubles;
    Debit 50 "Cashier" Credit 76, sub-account "Settlements with members of the partnership", - the rest of the membership fee was received - 5000 rubles.

    Paragraph 2 of Art. 8 of Law N 7-FZ, it is determined that a non-profit partnership has the right to carry out entrepreneurial activities that correspond to the goals for which it was created, except for cases where the non-profit partnership has acquired the status of a self-regulatory organization. According to Art. 55.4 of the Town Planning Code of the Russian Federation, a non-profit organization has the right to acquire the status of a self-regulatory organization based on the membership of persons performing engineering surveys, or a self-regulatory organization based on the membership of persons carrying out preparation project documentation, provided that the non-profit organization meets the following requirements:
    - an association within a non-profit organization as its members of at least 50 individual entrepreneurs and/or legal entities;
    - the presence of a compensation fund formed in the amount of at least 500 thousand rubles. for one member of a non-profit organization or, if such an organization establishes a requirement for insurance by its members of civil liability, which may occur in the event of harm due to shortcomings in work that affect the safety of capital construction projects, in the amount of at least 150 thousand rubles. per member of a non-profit organization.
    Also, a non-profit organization has the right to acquire the status of a self-regulatory organization based on the membership of persons engaged in construction, if it:
    - unites in its composition as members at least 100 individual entrepreneurs and (or) legal entities;
    - has a compensation fund formed in the amount of at least 1 million rubles. per one member of the NP or, if such an organization establishes a requirement for insurance by its members of civil liability, which may occur in case of damage due to deficiencies in work that affect the safety of capital construction facilities, in the amount of at least 300 thousand rubles. per NP member;
    - has the documents stipulated by Part 1 of Art. 55.5 of the Town Planning Code of the Russian Federation.
    Since the legislation does not prohibit NP to engage in entrepreneurial activity, for accounting and tax accounting it is necessary to keep separate records of income and expenses for targeted revenues and from entrepreneurial activities. Incomes that are not taken into account when calculating income tax are listed in Art. 251 of the Tax Code of the Russian Federation (TC RF). Their list is exhaustive. Paragraph 2 of this article provides that when determining tax base target receipts for the maintenance of non-profit organizations and the conduct of their statutory activities, received free of charge on the basis of decisions of bodies, are not taken into account state power and local governments and decisions of management bodies of state extra-budgetary funds, as well as targeted revenues from other organizations and (or) individuals and used by the intended recipients.
    Thus, a non-profit organization is not entitled to reduce income associated with the production and sale of goods, works, services, and non-operating income by the amount of expenses associated with the organization's statutory activities.
    For the purposes of taxation of profits, expenses are accepted that meet the requirements provided for in paragraph 1 of Art. 252 of the Tax Code of the Russian Federation, i.e. expenses must be justified (economically justified), documented and aimed at carrying out commercial activities in order to generate income.

    Example 3. A non-profit partnership has leased vacant office space. Rental income is received monthly in the amount of 41,300 rubles, including VAT - 6,300 rubles. The documented expenses for paying for cosmetic repairs of the premises, made by another organization, amounted to 17,700 rubles, including VAT - 2,700 rubles.
    In this situation, the following entries are made:
    Debit 62 "Settlements with buyers and customers", Credit 90 "Sales", subaccount 1 "Revenue", - obligations to pay rent are reflected - 41,300 rubles;
    Debit 90, sub-account 3 "VAT", Credit 68 "Calculations on taxes and fees", sub-account 2 "VAT", - VAT was charged payable to the budget - 6300 rubles;
    Debit 90, subaccount 2 "Cost of sales", Credit 60 "Settlements with suppliers and contractors, - the costs of paying the supplier's invoice without VAT are taken into account - 15,000 rubles;
    Debit 19 "Value added tax on acquired valuables", subaccount 3 "Value added tax on acquired inventories", Credit 60, - "input" VAT on expenses for cosmetic repairs - 2700 rubles is taken into account;
    Debit 68, subaccount 2 "VAT", Credit 60, - accepted for VAT deduction - 2700 rubles;
    Debit 51 Credit 62, - rent received on the current account - 41,300 rubles;
    Debit 60 Credit 51, - payment was made for the redecoration of the premises - 17,700 rubles.

    Profit from the lease of property amounted to 20,000 rubles. (35,000 - 15,000). According to paragraph 3 of Art. 26 of Law N 7-FZ, the profit received by a non-profit organization is not subject to distribution among the participants (members) of the non-profit organization.
    Law N 7-FZ does not apply to horticultural, horticultural and dacha non-profit associations of citizens. The activities of such associations are regulated federal law dated 15.04.1998 N 66-FZ "On horticultural, horticultural and country non-profit associations citizens". Article 1 of this Law determines that a horticultural, horticultural or dacha non-profit association of citizens (a horticultural, horticultural or dacha non-profit partnership; a horticultural, horticultural or dacha consumer cooperative; a horticultural, horticultural or dacha non-profit partnership) is a non-profit organization established by citizens on voluntary basis to assist its members in solving common social and economic problems of gardening, horticulture and dacha farming.

    Our company provides assistance in writing term papers and theses, as well as master's theses in the subject Civil law We invite you to use our services. All work is guaranteed.

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 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 (Article 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 (Article 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, 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;

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 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 excluded from it by decision general meeting members of this organization in 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), foundation or autonomous commercial organization, as well as to a business company in the cases and in the manner established by federal law (clause 1, article 17 of the Federal Law "On Non-Commercial Organizations").

According to Art. 20 of the Federal Law "On Non-Profit Organizations" upon liquidation of a non-profit partnership, the property remaining after the 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. If the use of the property of the liquidated non-commercial partnership in accordance with its constituent documents is not possible, it shall be turned into state revenue.

According to Art. 22 of the Federal Law "About advocacy and advocacy in the Russian Federation" a special type 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 at the general meeting of 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 the organization of exchange trading), clearing activities related to the implementation of clearing on transactions with securities and investment shares 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-commercial partnerships can be transformed 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 Notary Chamber is a non-profit organization, which is a professional association based on the mandatory membership of notaries * (274) engaged 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 notary chamber is adopted by the meeting of members of the notary chamber and registered in the manner established for the registration of charters 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 professional development of 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 notarial 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 Notary Chamber may demand from the notary (the person replacing the temporarily absent notary) the submission of information about the performed notarial actions, other documents relating to his financial and economic activities, and, if necessary, personal explanations in the Notary 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, which is entrusted to the Federal Registration Service * (277).

The basis for including a non-profit organization in the unified state register of self-regulatory organizations of arbitration managers is the fulfillment by such a legal entity of the 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 that have not been 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-regulatory 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 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 unit 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.

A non-profit organization in the form of a non-profit partnership was not previously known to Russian law. This legal form not provided Civil Code The Russian Federation 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 one understand the current Russian legislation non-profit partnership?

The main and distinctive feature of a non-commercial 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 supreme body 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 norms, the participants of 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. economic society or partnerships.

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 legal status members of a non-profit partnership from the status of participants in 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 under 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.

Activity goals Assistance to members in the implementation of activities aimed at achieving social, charitable, cultural, educational, scientific, 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 , resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits
Founders
Members Citizens over the age of 18 and (or) legal entities
The attitude of founders, members to the property of the organization, their responsibility The founders, members of the partnership are not liable for its obligations, and the partnership is not liable for the obligations of the founders and members. The property transferred to the partnership by its members is the property of the partnership. Unless otherwise established by federal law or the partnership's founding documents, members have the right, upon withdrawal or exclusion from the partnership, to receive part of its property or the value of this property within the value of the property transferred by members of the partnership to its ownership, with the exception of membership fees in the manner prescribed by the constituent documents, and also receive, in the event of liquidation of the 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 partnership to its ownership
Governing Bodies Supreme - general meeting of members
Entrepreneurial activity It is possible only insofar as it serves to achieve the goals for which the organization was created. Separate and types of activities, the list of which is determined by law, can be carried out only on the basis of a license
Liquidation, transformation The right to transform into a public or religious organization, foundation or autonomous non-profit organization. The decision on the transformation is made by the founders unanimously

Consulting group"Alpine Wind" provides services for the creation through the establishment or reorganization of non-profit organizations, including the creation

Basically, management companies are created in the form limited liability companies. There are also CCs 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-profit 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 purposes 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).

Thus, Management Company can be created in the form of a non-profit partnership. AT this case she will also have to obtain a business license 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 not subject to tax breaks 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.

Bodies of state power and local self-government 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 the founding documents must be fulfilled by the non-commercial partnership, its founders and participants.

AT founding documents of a non-profit partnership should be contained the following information(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 general order- by decision of the management bodies of the organization;
  • in judicial order- 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!