The enterprise is non-profit. Types and examples of non-profit organizations in Russia - foundations, associations, cooperatives Establishing an NPO
In this article we will consider the topic of entrepreneurial activity of non-profit organizations (NPOs) in Russia. Are they allowed to conduct business activities? What is meant by such activity and what limits and restrictions in its implementation by non-profit organizations are contained in the law. First, let's look at what should be understood by the term "entrepreneurial activity."
Entrepreneurial activity(including for NPOs) is an independent activity carried out at your own peril and risk, aimed at systematically obtaining profit from the use of property, sale of goods, performance of work or provision of services by persons registered in the manner prescribed by law (clause 1 of Art. 2 Civil Code of the Russian Federation). Very important sign stands for "systematicity". Those. unsystematic income from the above sources of activity and one-time transactions are not considered entrepreneurial activity at all, but are other income-generating activities.
To answer the question, can non-profit organizations engage in entrepreneurial activities? , i.e. systematic commercial activities, let's look at Part 2 of Art. 24 Federal Law No. 7-FZ of January 12, 1996 “On Non-Profit Organizations”, which says: a non-profit organization can carry out entrepreneurial and other income-generating activities only insofar as This serves to achieve goals for which it was created and meets the specified goals, given that what kind of activity specified in its constituent documents.
Here is the answer: non-profit organizations can conduct business activities , But with certain restrictions imposed on it by law.
At the same time, this article of the Federal Law also contains an explanation of what is permissible entrepreneurial activity of non-profit organizations .
Such activity is recognized as the profit-generating production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor.
Thus, in order to avoid complications in relations with government agencies, a non-profit organization should engage only in those commercial activities that are directly related to the goals of its creation and activities. For example, a public organization of dog breeders has the right to produce or resell food and accessories for dogs, and not as spare parts for cars. A non-profit association of doctors has the right to provide medical services and trade in medicines, and not to repair household appliances. Let's list it again mandatory conditions or features
- entrepreneurial activities that a non-profit organization has the right to carry out:
- commercial activities of NPOs must serve to achieve the goals for which the non-profit organization was created
- entrepreneurial activities of NPOs must correspond to these goals
the entrepreneurial activity of a non-profit organization must be directly stated in its charter, in the form of a list of types of activities with a specific indication of the types of activities, for example production, listing of goods or services
Based on the foregoing, we can conclude that the process of preparing the constituent documents of an NPO is a very important stage, including determining what types of commercial or entrepreneurial activities a non-profit organization will be able to engage in in the future, after its state registration.
If a non-profit organization needs to start doing business or carry out several trade operations, and these types of commercial activities, although they correspond to and serve the purposes of its creation, are not listed in its charter, there is only one way out - to register changes in the NPO Charter. So, in this article we tried to cover the topic " entrepreneurial activity of non-profit organizations "and answered the question" can NPOs carry out commercial activities?
"We hope this information helped you. 1. A non-profit organization may carry out one type of activity or several types of activity not prohibited by law and corresponding to the goals of the non-profit organization, which are provided for by its constituent documents.
The main activities of budgetary and state institutions are recognized as activities directly aimed at achieving the goals for which they were created. An exhaustive list of activities that budgetary and government institutions can carry out in accordance with the purposes of their creation is determined by the constituent documents of the institutions.
The legislation of the Russian Federation may establish restrictions on the types of activities that non-profit organizations of certain types have the right to engage in, and in the case of institutions, including certain types.
Certain types of activities can be carried out by non-profit organizations only on the basis of special permits (licenses). The list of these types of activities is determined by law.
Materials published by a non-profit organization performing the functions of a foreign agent and (or) distributed by it, including through the media and (or) using the Internet information and telecommunications network, must be accompanied by an indication that these materials were published and (or) distributed by a non-profit organization performing the functions of a foreign agent.
ConsultantPlus: note.
Paragraph 1 item 2 art. 24 (regarding the acquisition and sale of securities and participation in limited partnerships as a depositor) does not apply to budgetary and government institutions.
2. A non-profit organization may carry out entrepreneurial and other income-generating activities only insofar as this serves to achieve the goals for which it was created and corresponds to the specified goals, provided that such activities are indicated in its constituent documents. Such activities include the profit-generating production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor.
(see text in the previous edition)
The legislation of the Russian Federation may establish restrictions on the entrepreneurial and other income-generating activities of certain types of non-profit organizations, and in the case of institutions, including certain types.
(see text in the previous edition)
3. A non-profit organization keeps records of income and expenses for business and other income-generating activities.
(see text in the previous edition)
3.1. The legislation of the Russian Federation may establish restrictions on non-profit organizations making donations to political parties, their regional offices, as well as to election funds and referendum funds.
4. In the interests of achieving the goals provided for by the charter of a non-profit organization, it may create other non-profit organizations and join associations and unions.
A budgetary institution, with the consent of the owner, has the right to transfer to non-profit organizations as their founder (participant) cash(unless otherwise established by the terms of provision of funds) and other property, with the exception of especially valuable movable property assigned to it by the owner or acquired budgetary institution at the expense of funds allocated to him by the owner for the acquisition of such property, as well as real estate.
A business entity with the rights of a legal entity that performs socially significant functions.
The source of material support for subjects of this category are membership fees, grants and donations. The goals of the formation of non-profit enterprises are prescribed in the constituent documents or statutes, and the activities are subject to the provisions of Articles 116-121 of the Civil Code of the Russian Federation.
Distinctive features
Non-profit enterprises are companies (groups of persons) formed to solve socially significant problems in the field of legal protection and cultural development of the population. For getting this status The organization must provide certain services for more than one year and pay taxes established by law on time.
Non-profit organizations are distinguished from business entities by the following characteristics:
- non-profit;
- moratorium on certain types of activities;
- a ban on the establishment of organizations of certain forms of business;
- permission to engage in business solely to the extent necessary to fulfill the goals specified in the organization’s statute;
- inability to initiate bankruptcy proceedings and repay obligations to creditors through the sale of company property (does not apply to consumer cooperatives).
The property of non-profit enterprises is formed from donations from members of the organization and third parties. The founders do not have the right to use the assets transferred to the association for their own benefit, with the exception of cases of creating funds to raise funds for treatment or material support for relatives of group members.
If the founder decides to dissolve the entity, the proceeds from the sale of his property are used to fulfill the purposes specified in the statute.
Kinds
The Civil Code of the Russian Federation provides for two classifications of non-profit enterprises:
- By funding sources. Organizations that receive funds or material values from foreign companies, foreigners or stateless persons are called foreign agents. Enterprises financed from government programs, donations from companies registered within the Russian Federation, or from Russians who are private individuals are classified by law as non-profit organizations (NPOs).
- By type of activity and work organization. The category includes consumer cooperatives, institutions, foundations, public and religious organizations, as well as unions and associations legal entities.
Consumer cooperatives are a group of private and legal entities united on the principle of membership on the basis of share contributions aimed at providing for the material, spiritual and other needs of the participants. The name of the company must reflect the goals of its establishment, and also include the phrases “consumer society”, “consumer union” or the word “cooperative”. The organization is allowed to engage in business within the framework of implementing the tasks specified in the statutory documents.
A foundation is an NPO that performs socially useful tasks through the use of property provided by its founders. Such companies do not require membership or mandatory shares. They can organize business societies or participate in them. Foundations are required to regularly provide the board of trustees with reports on the purposes and methods of using the property entrusted to them. Under public and religious organizations understand the union of three or more citizens who voluntarily united in accordance with the procedure approved by the state to realize common interests of a non-material nature. The categories include:
- involving membership of an organization;
- movements without the possibility of obtaining membership;
- enterprises created to protect the material interests of participants;
- associations formed to solve social problems that arise among members of the organization;
- political movements established with the aim of defending the constitutional rights of citizens through rallies, actions, pickets.
Association (union) is a type of association of legal entities formed on the basis of a constituent agreement and charter to coordinate the entrepreneurial activities of commercial enterprises and protect their property interests.
When creating a non-profit organization, the founders or participants must determine the main and additional types of activities reflected in the All-Russian Classifier of Types of Economic Activities. They are determined based on the content of the goals for which the non-profit organization was created.
A non-profit organization may carry out one type of activity or several types of activities that are not prohibited by the legislation of the Russian Federation and correspond to the goals of the activities of the non-profit organization, which are provided for by its constituent documents.
The legislation of the Russian Federation may establish restrictions on the types of activities that certain types of non-profit organizations have the right to engage in.
Certain types of activities can be carried out by non-profit organizations only on the basis of special permits (licenses). The list of these types of activities is determined by law. Licensed activities are carried out only after obtaining a license in the manner prescribed by law.
A license is a permission (right) for an entrepreneur to carry out a certain type of activity under the conditions specified in it. Licensed activities usually require special knowledge, are extremely profitable, and require more careful control by the state in order to protect the interests of citizens. Licensing can be established both in relation to entrepreneurial activity itself, which is of a continuous nature, and to individual operations within the framework of one type of activity. Licensing refers to the activities of the state, represented by licensing authorities, in issuing, suspending or revoking licenses, as well as monitoring compliance with their conditions.
The terms of the license include, first of all, quantitative indicators, technical parameters, time, territorial and other boundaries for the implementation of the licensed type of activity. Other conditions may relate to the legal entity itself and contain a list of powers that constitute its competence to carry out the licensed type of activity. Sometimes the law requires that while carrying out a licensed activity, a non-profit organization must not engage in any other activity. This type of activity becomes exclusive to one business entity.
Some types of activities subject to licensing are listed in Art. 17 of the Federal Law of August 8, 2001 No. 128-FZ “On licensing of certain types of activities.” The specified list includes those that relate to aviation and medical equipment, encryption tools, electronic digital signatures, means of protecting and obtaining confidential information, weapons and military equipment, hazardous production facilities, explosive materials, oil and gas, pharmaceutical industries, shipping and transport, investment and non-state pension funds, audit and other types of activities. Other types of activities, in particular, such as stock exchange, banking, notary, insurance, telecommunications, foreign economic, professional activities in the securities market, are regulated by other federal laws. The main principles of licensing are:
Ensuring the unity of the economic space on the territory of the Russian Federation;
Establishment of a unified list of licensed types of activities;
Establishment of a unified licensing procedure on the territory of the Russian Federation;
Establishment of licensing requirements and conditions by regulations on licensing specific types of activities; transparency and openness of licensing;
Compliance with the law when licensing.
When reorganizing a non-profit organization, the legislation does not provide for the possibility of re-issuing a license to a new legal entity that arose as a result of the reorganization.
Non-profit organizations can conduct business activities, but only insofar as this serves the achievement of the goals for which the non-profit organization was created. The following are recognized as entrepreneurial activities:
1) production of goods, performance of work and provision of services that generate profit and meet the goals of creating an NPO;
2) acquisition and sale of securities;
3) implementation of property and non-property rights;
4) participation in business companies and participation in limited partnerships as an investor.
The legislation of the Russian Federation may establish restrictions on the entrepreneurial activities of certain types of non-profit organizations. Restrictions may also be established on non-profit organizations making donations to political parties, their regional branches, as well as to election funds and referendum funds.
A non-profit organization can carry out entrepreneurial activities only insofar as it serves to achieve the goals for which it was created. Such activities include the profit-generating production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor.
The entrepreneurial activity of non-profit organizations involves the organization's participation in various contractual relations, its performance of legal actions related to the fulfillment of contractual and other obligations, the filing of claims and suits, etc. A non-profit organization performs all legal actions on its own behalf at its own risk. A necessary condition for the participation of non-profit organizations in entrepreneurial activity is its state registration. It should be noted that a non-profit organization has the right to engage in either one type of activity, for example, participate in the real estate market as a realtor, or engage in several types of activity at once, and in both cases it must be an activity not prohibited by the legislation of the Russian Federation and corresponding goals of the organization's activities.
A non-profit organization keeps records of income and expenses for business activities.
In the course of carrying out economic activities, non-profit organizations, within their competence, can cooperate with all interested enterprises, public and scientific organizations, legislative and executive power, foreign and international organizations and other legal entities and individuals.
The organization has the right to independently determine the directions of its activities, the strategy of cultural, aesthetic, economic, technical and social development.
In the interests of achieving the goals provided for by the charter, a non-profit organization may create other non-profit organizations and join associations and unions.
Changes and Amendments
Chapter I. General provisions
Article 1. Subject of regulation and scope of this Federal Law
1. This Federal Law determines the legal status, procedure for the creation, activities, reorganization and liquidation of non-profit organizations as legal entities, the formation and use of property of non-profit organizations, the rights and obligations of their founders (participants), the basics of management of non-profit organizations and possible forms of their support by authorities state power and organs local government.
2. This Federal Law applies to all non-profit organizations created or being created on the territory of the Russian Federation, to the extent that otherwise is not established by this Federal Law and other federal laws.
3. This Federal Law does not apply to consumer cooperatives. The activities of consumer cooperatives are regulated by the norms of the Civil Code of the Russian Federation, laws on consumer cooperatives, and other laws and legal acts.
Article 2. Non-profit organization
1. A non-profit organization is an organization that does not have profit as the main goal of its activities and does not distribute the profits received among participants.
2. Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, develop physical culture and sports, satisfy the spiritual and other non-material needs of citizens, protect the rights and legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.
3. Non-profit organizations can be created in the form of public or religious organizations (associations), non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other funds, associations and unions, as well as in other forms provided for by federal laws.
Article 3. Legal status of a non-profit organization
1. A non-profit organization is considered created as a legal entity from the moment of its state registration in the manner prescribed by law, has separate property in ownership or operational management, is responsible (with the exception of institutions) for its obligations with this property, can acquire and exercise property and non-property rights, bear responsibilities, be a plaintiff and defendant in court.
A non-profit organization must have an independent balance sheet or budget.
2. A non-profit organization is created without limiting the period of activity, unless otherwise established by the constituent documents of the non-profit organization.
3. A non-profit organization has the right, in accordance with the established procedure, to open bank accounts on the territory of the Russian Federation and outside its territory.
4. A non-profit organization has a seal with the full name of this non-profit organization in Russian.
A non-profit organization has the right to have stamps and forms with its name, as well as a duly registered emblem.
Article 4. Name and location of the non-profit organization
1. A non-profit organization has a name containing an indication of its organizational and legal form and the nature of its activities.
A non-profit organization whose name is registered in the prescribed manner has the exclusive right to use it.
2. The location of a non-profit organization is determined by the place of its state registration, unless otherwise established in accordance with the law by the constituent documents of the non-profit organization.
3. The name and location of a non-profit organization are indicated in its constituent documents.
Article 5. Branches and representative offices of a non-profit organization
1. A non-profit organization may create branches and open representative offices on the territory of the Russian Federation in accordance with the legislation of the Russian Federation.
2. A branch of a non-profit organization is its separate division, located outside the location of the non-profit organization and carrying out all or part of its functions, including the functions of representation.
3. A representative office of a non-profit organization is a separate division, which is located outside the location of the non-profit organization, represents the interests of the non-profit organization and protects them.
4. The branch and representative office of a non-profit organization are not legal entities, are endowed with the property of the non-profit organization that created them and act on the basis of the regulations approved by it. The property of a branch or representative office is accounted for on a separate balance sheet and on the balance sheet of the non-profit organization that created it.
The heads of the branch and representative office are appointed by the non-profit organization and act on the basis of a power of attorney issued by the non-profit organization.
5. The branch and representative office operate on behalf of the non-profit organization that created them. The non-profit organization that created them bears responsibility for the activities of its branches and representative offices.
Chapter II. Forms of non-profit organizations
Article 6. Public and religious organizations (associations)
1. Public and religious organizations (associations) are recognized as voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual or other non-material needs.
Public and religious organizations (associations) have the right to carry out business activities consistent with the goals for which they were created.
2. Participants (members) of public and religious organizations (associations) do not retain rights to the property transferred by them to these organizations, including membership fees. Participants (members) of public and religious organizations (associations) are not liable for the obligations of these organizations (associations), and specified organizations(associations) are not liable for the obligations of their members.
3. The specifics of the legal status of public and religious organizations (associations) are determined by other federal laws.
4. Organizations pursuing religious goals may be created in other forms provided by law.
Article 7. Funds
1. For the purposes of this Federal Law, a foundation is a non-profit organization that does not have a membership, established by citizens and (or) legal entities on the basis of voluntary property contributions and pursuing social, charitable, cultural, educational or other publicly beneficial goals.
The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they created, and the fund is not liable for the obligations of its founders.
2. The foundation uses the property for the purposes determined by the foundation’s charter. The Foundation has the right to engage in entrepreneurial activities consistent with these goals and necessary to achieve the socially beneficial goals for which the Foundation was created. To carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.
The Foundation is required to publish annual reports on the use of its assets.
3. The board of trustees of the fund is the body of the fund and supervises the activities of the fund, the adoption of decisions by other bodies of the fund and ensuring their execution, the use of the fund’s funds, and the fund’s compliance with the law.
The fund's board of trustees operates on a voluntary basis.
The procedure for the formation and activities of the fund's board of trustees is determined by the fund's charter, approved by its founders.
Article 8. Non-profit partnerships
1. 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 the goals provided for in paragraph 2 of Article 2 of this Federal Law.
Property transferred to a non-profit partnership by its members is the property of the partnership. 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.
2. A non-profit partnership has the right to carry out business activities consistent with the goals for which it was created.
3. Members of a non-profit partnership have the right:
Participate in the management of the affairs of a non-profit partnership;
receive information about the activities of the non-profit partnership in the manner established by the constituent documents;
withdraw from the non-profit partnership at your discretion;
unless otherwise established by federal law or the constituent documents of a non-profit partnership, upon leaving the non-profit partnership, receive part of its property or the value of this property within the value of the property transferred by the members of the non-profit partnership into its ownership, with the exception of membership fees, in the manner prescribed by the constituent documents of the non-profit partnerships;
in the event of liquidation of a non-profit partnership, receive part of its property remaining after settlements with creditors, or the value of this property within the value of the property transferred by the members of the non-profit partnership into its ownership, unless otherwise provided by federal law or the constituent documents of the non-profit partnership.
4. A member of a non-profit partnership may be excluded from it by decision of the remaining members in cases and in the manner provided for by the constituent documents of the non-profit partnership.
A member of a non-profit partnership expelled from it has the right to receive part of the property of the non-profit partnership or the value of this property in accordance with paragraph five of paragraph 3 of this article.
5. Members of a non-profit partnership may have other rights provided for by its constituent documents and not inconsistent with the law.
Article 9. Institutions
1. An institution is recognized as a non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed in whole or in part by this owner.
The property of the institution is assigned to it with the right of operational management in accordance with the Civil Code of the Russian Federation.
The rights of an institution to the property assigned to it are determined in accordance with the Civil Code of the Russian Federation.
2. The institution is liable for its obligations with the funds at its disposal. If they are insufficient, the owner of the institution bears subsidiary liability for the obligations of the institution.
3. Features of the legal status of certain types of state and other institutions are determined by law and other legal acts.
Article 10. Autonomous non-profit organization
1. An autonomous non-profit organization is recognized as a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services.
Property transferred to an autonomous non-profit organization by its founders (founder) is the property of the autonomous non-profit organization. The founders of an autonomous non-profit organization do not retain rights to the property transferred by them to the ownership of this organization.
The founders are not liable for the obligations of the autonomous non-profit organization they created, and it is not liable for the obligations of its founders.
2. An autonomous non-profit organization has the right to carry out business activities that correspond to the goals for which the said organization was created.
3. Supervision over the activities of an autonomous non-profit organization is carried out by its founders in the manner prescribed by its constituent documents.
4. The founders of an autonomous non-profit organization may use its services only on equal terms with other persons.
Article 11. Associations of legal entities (associations and unions)
1. Commercial organizations, in order to coordinate their business activities, as well as to represent and protect common property interests, may, by agreement among themselves, create associations in the form of associations or unions that are non-profit organizations.
If, by decision of the participants, an association (union) is entrusted with conducting business activities, such an association (union) shall be transformed into a business company or partnership in the manner prescribed by the Civil Code of the Russian Federation, or may create a business company for carrying out business activities or participate in such a company.
2. Non-profit organizations may voluntarily unite into associations (unions) of non-profit organizations.
An association (union) of non-profit organizations is a non-profit organization.
3. Members of the association (union) retain their independence and rights as a legal entity.
4. The association (union) is not responsible for the obligations of its members. Members of an association (union) bear subsidiary liability for the obligations of this association (union) in the amount and in the manner provided for by its constituent documents.
5. The name of the association (union) must contain an indication of the main subject of activity of the members of this association (union) with the inclusion of the words “association” or “union”.
Article 12. Rights and obligations of members of associations and unions
1. Members of an association (union) have the right to use its services free of charge.
2. A member of an association (union) has the right, at his own discretion, to leave the association (union) at the end of the financial year. In this case, a member of the association (union) bears subsidiary liability for its obligations in proportion to his contribution for two years from the date of withdrawal.
A member of an association (union) may be expelled from it by decision of the remaining members in cases and in the manner established by the constituent documents of the association (union). With regard to the liability of an expelled member of an association (union), the rules relating to withdrawal from the association (union) apply.
3. With the consent of the members of the association (union), it may include new member. The entry into an association (union) of a new member may be conditioned by its subsidiary liability for the obligations of the association (union) that arose before its entry.
Chapter III. Creation, reorganization and liquidation of a non-profit organization
Article 13. Creation of a non-profit organization
1. A non-profit organization can be created as a result of its establishment, as well as as a result of the reorganization of an existing non-profit organization.
2. The creation of a non-profit organization as a result of its establishment is carried out by decision of the founders (founder).
Article 14. Constituent documents of a non-profit organization
1. The constituent documents of non-profit organizations are:
Charter approved by the founders (participants) for a public or religious organization (association), foundation, non-profit partnership and autonomous non-profit organization;
the constituent agreement concluded by their members and the charter approved by them for the association or union;
the owner’s decision to create an institution and the charter, approved by the owner, for the institution.
The founders (participants) of non-profit partnerships, as well as autonomous non-profit organizations, have the right to conclude a constituent agreement.
In cases provided for by law, a non-profit organization may act on the basis general position about organizations of this type.
2. The requirements of the constituent documents of a non-profit organization are mandatory for fulfillment by the non-profit organization itself and its founders (participants).
3. The constituent documents of a non-profit organization must define the name of the non-profit organization, containing an indication of the nature of its activities and organizational and legal form, the location of the non-profit organization, the procedure for managing activities, the subject and goals of the activity, information about branches and representative offices, the rights and obligations of members, conditions and procedure for admission to membership of a non-profit organization and withdrawal from it (if the non-profit organization has membership), sources of formation of the property of the non-profit organization, the procedure for making changes to the constituent documents of the non-profit organization, the procedure for using property in the event of liquidation of the non-profit organization and other provisions, provided for by this Federal Law and other federal laws.
In the constituent agreement, the founders undertake to create a non-profit organization, determine the procedure for joint activities to create a non-profit organization, the conditions for transferring their property to it and participation in its activities, the conditions and procedure for the withdrawal of founders (participants) from its membership.
The fund's charter must also contain the name of the fund, including the word "fund", information about the purpose of the fund; instructions on the foundation's bodies, including the board of trustees, and on the procedure for their formation, on the procedure for appointing officials of the foundation and their dismissal, on the location of the foundation, on the fate of the foundation's property in the event of its liquidation.
The constituent documents of an association (union), non-profit partnership must also contain conditions on the composition and competence of their management bodies, the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes, and on the procedure for the distribution of property remaining after liquidation of an association (union), non-profit partnership.
The constituent documents of a non-profit organization may contain other provisions that do not contradict the law.
4. Changes to the charter of a non-profit organization are made by decision of its highest management body, with the exception of the charter of the fund, which can be changed by the bodies of the fund if the charter of the fund provides for the possibility of changing this charter in this manner.
If keeping the foundation's charter unchanged entails consequences that cannot be foreseen when establishing the foundation, and the possibility of changing its charter is not provided for or the charter is not changed by authorized persons, the right to make changes in accordance with the Civil Code of the Russian Federation belongs to the court upon application of the fund's authorities or body authorized to supervise the activities of the fund.
Article 15. Founders of a non-profit organization
1. The founders of a non-profit organization, depending on its organizational and legal forms, can be citizens and (or) legal entities.
2. The number of founders of a non-profit organization is not limited, unless otherwise established by federal law.
A non-profit organization can be founded by one person, with the exception of cases of establishing non-profit partnerships, associations (unions) and other cases provided for by federal law.
Article 16. Reorganization of a non-profit organization
1. A non-profit organization may be reorganized in the manner prescribed by the Civil Code of the Russian Federation, this Federal Law and other federal laws.
2. Reorganization of a non-profit organization can be carried out in the form of merger, accession, division, separation and transformation.
3. A non-profit organization is considered reorganized, with the exception of cases of reorganization in the form of affiliation, from the moment of state registration of the newly emerged organization (organizations).
When a non-profit organization is reorganized in the form of another organization joining it, the first of them is considered reorganized from the moment it is included in a single State Register legal entities records on termination of activities of the affiliated organization.
4. State registration of an organization (organizations) newly emerged as a result of reorganization and entry into the unified state register of legal entities of an entry on the termination of the activities of the reorganized organization (organizations) is carried out in the manner established by the law on state registration of legal entities.
Article 17. Transformation of a non-profit organization
1. A non-profit partnership has the right to transform into a public or religious organization (association), foundation or autonomous non-profit organization.
2. An institution can be transformed into a foundation, an autonomous non-profit organization, or a business company. The transformation of state or municipal institutions into non-profit organizations of other forms or a business company is permitted in cases and in the manner established by law.
3. An autonomous non-profit organization has the right to transform itself into a public or religious organization (association) or into a foundation.
4. An association or union has the right to transform into a foundation, an autonomous non-profit organization, a business entity or a partnership.
5. The decision to transform a non-profit partnership is made unanimously by the founders, of the association (union) - by all members who entered into an agreement on its creation.
The decision to transform an institution is made by its owner.
The decision to transform an autonomous non-profit organization is made by its highest management body in accordance with this Federal Law in the manner prescribed by the charter of the autonomous non-profit organization.
6. When transforming a non-profit organization, the rights and obligations of the reorganized non-profit organization are transferred to the newly established organization in accordance with the transfer act.
Article 18. Liquidation of a non-profit organization
1. A non-profit organization may be liquidated on the basis and in the manner provided for by the Civil Code of the Russian Federation, this Federal Law and other federal laws.
2. The decision to liquidate the fund can only be made by the court upon the application of interested parties.
The Fund may be liquidated:
If the fund's property is insufficient to achieve its goals and the likelihood of obtaining the necessary property is unrealistic;
if the goals of the fund cannot be achieved and the necessary changes to the goals of the fund cannot be made;
in case the foundation deviates in its activities from the goals provided for by its charter;
in other cases provided for by federal law.
3. The founders (participants) of a non-profit organization or the body that made the decision to liquidate the non-profit organization shall appoint, in agreement with the body implementing state registration legal entities, the liquidation commission (liquidator) and establish, in accordance with the Civil Code of the Russian Federation and this Federal Law, the procedure and timing for the liquidation of a non-profit organization.
4. From the moment the liquidation commission is appointed, the powers to manage the affairs of the non-profit organization are transferred to it. The liquidation commission acts in court on behalf of the liquidated non-profit organization.
Article 19. Procedure for liquidation of a non-profit organization
1. The liquidation commission publishes in the press, which publishes data on state registration of legal entities, a publication on the liquidation of a non-profit organization, the procedure and deadline for filing claims by its creditors. The deadline for filing claims by creditors cannot be less than two months from the date of publication of the liquidation of a non-profit organization.
2. The liquidation commission takes measures to identify creditors and receive receivables, and also notifies creditors in writing about the liquidation of the non-profit organization.
3. At the end of the period for submitting claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the property of the liquidated non-profit organization, the list of claims presented by creditors, as well as the results of their consideration.
The interim liquidation balance sheet is approved by the founders (participants) of a non-profit organization or the body that made the decision on its liquidation, in agreement with the body carrying out state registration of legal entities.
4. If the funds available to a liquidated non-profit organization (except for institutions) are insufficient to satisfy the claims of creditors, the liquidation commission sells the property of the non-profit organization at public auction in the manner established for the execution of court decisions.
If the liquidated institution does not have sufficient funds to satisfy the claims of creditors, the latter have the right to apply to the court with a claim to satisfy the remaining part of the claims at the expense of the owner of this institution.
5. Payment of sums of money to creditors of a liquidated non-profit organization is made by the liquidation commission in the order of priority established by the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the day of its approval, with the exception of creditors of the fifth priority, payments to whom are made after a month from the date of approval of the interim liquidation balance sheet.
6. After completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the founders (participants) of the non-profit organization or the body that made the decision to liquidate the non-profit organization, in agreement with the body carrying out state registration of legal entities.
Article 20. Property of a liquidated non-profit organization
1. Upon liquidation of a non-profit organization, the property remaining after satisfying the claims of creditors, unless otherwise established by this Federal Law and other federal laws, is directed in accordance with the constituent documents of the non-profit organization for the purposes for which it was created and (or) for charitable purposes . If it is not possible to use the property of a liquidated non-profit organization in accordance with its constituent documents, it turns into state income.
2. Upon liquidation of a non-profit partnership, the property remaining after satisfaction of the 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 partnership.
The procedure for using the property of a non-profit partnership, the value of which exceeds the amount of property contributions of its members, is determined in accordance with paragraph 1 of this article.
3. The property of the institution remaining after satisfaction of the creditors’ claims is transferred to its owner, unless otherwise provided by laws and other legal acts of the Russian Federation or the constituent documents of the institution.
Article 21. Completion of liquidation of a non-profit organization
The liquidation of a non-profit organization is considered completed, and the non-profit organization is considered to have ceased to exist after making an entry to this effect in the unified state register of legal entities.
Article 22. Record of termination of activities of a non-profit organization
An entry on the termination of the activities of a non-profit organization is made by the body carrying out state registration of legal entities upon provision of the following documents:
Applications for making a record of liquidation (in case of voluntary liquidation) or termination of the activities of a non-profit organization, signed by a person authorized by the non-profit organization;
decisions of the relevant body on liquidation or termination of the activities of a non-profit organization;
the charter of a non-profit organization and a certificate of its state registration;
liquidation balance sheet, or transfer act, or separation balance sheet;
document on the destruction of the seal of a non-profit organization.
Article 23. State registration of changes to the constituent documents of a non-profit organization
1. State registration of changes to the constituent documents of a non-profit organization is carried out in the manner established by the law on state registration of legal entities.
2. Changes to the constituent documents of a non-profit organization come into force from the moment of their state registration.
Chapter IV. Activities of a non-profit organization
Article 24. Types of activities of a non-profit organization
1. A non-profit organization may carry out one type of activity or several types of activities that are not prohibited by the legislation of the Russian Federation and correspond to the goals of the activities of the non-profit organization, which are provided for by its constituent documents.
The legislation of the Russian Federation may establish restrictions on the types of activities that certain types of non-profit organizations have the right to engage in.
Certain types of activities can be carried out by non-profit organizations only on the basis of special permits (licenses). The list of these types of activities is determined by law.
2. A non-profit organization can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which it was created. Such activities include the profit-generating production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor.
The legislation of the Russian Federation may establish restrictions on the entrepreneurial activities of certain types of non-profit organizations.
3. A non-profit organization keeps records of income and expenses for business activities.
4. In the interests of achieving the goals provided for by the charter, a non-profit organization may create other non-profit organizations and join associations and unions.
Article 25. Property of a non-profit organization
1. A non-profit organization may own or have operational management of buildings, structures, housing stock, equipment, inventory, funds in rubles and foreign currency, securities and other property. A non-profit organization may own land plots or have them in perpetual use.
2. A non-profit organization is liable for its obligations with its property, which, according to the legislation of the Russian Federation, can be foreclosed on.
Article 26. Sources of formation of property of a non-profit organization
1. The sources of formation of property of a non-profit organization in monetary and other forms are:
Regular and one-time receipts from the founders (participants, members);
voluntary property contributions and donations;
revenue 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.
Laws may establish restrictions on the sources of income of certain types of non-profit organizations.
2. The procedure for regular receipts from the founders (participants, members) is determined by the constituent documents of the non-profit organization.
3. The profit received by a non-profit organization is not subject to distribution among the participants (members) of the non-profit organization.
Article 27. Conflict of interest
1. For the purposes of this Federal Law, persons interested in a non-profit organization performing certain actions, including transactions, with other organizations or citizens (hereinafter referred to as interested parties) are recognized as the head (deputy head) of a non-profit organization, as well as a person included members of the management bodies of a non-profit organization or supervisory authorities over its activities, if these persons have labor relations with these organizations or citizens, are participants, creditors of these organizations, or are in close family relationships with these citizens or are creditors of these citizens. At the same time, these organizations or citizens are suppliers of goods (services) for a non-profit organization, large consumers of goods (services) produced by a non-profit organization, own property that is fully or partially formed by a non-profit organization, or can benefit from the use and disposal of property of a non-profit organization.
Interest in the performance of certain actions by a non-profit organization, including transactions, entails a conflict of interests between the interested parties and the non-profit organization.
2. Interested persons are obliged to respect the interests of a non-profit organization, primarily in relation to the goals of its activities, and should not use the capabilities of a non-profit organization or allow their use for purposes other than those provided for in the constituent documents of the non-profit organization.
For the purposes of this article, the term “opportunities of a non-profit organization” means property, property and non-property rights belonging to a non-profit organization, business opportunities, information about the activities and plans of a non-profit organization that is valuable to it.
3. If an interested person has an interest in a transaction to which a non-profit organization is or intends to be a party, as well as in the event of another conflict of interests between the specified person and the non-profit organization in relation to an existing or proposed transaction:
It is obliged to inform about its interest to the management body of the non-profit organization or the body supervising its activities before the decision is made to conclude a transaction;
The transaction must be approved by the governing body of the non-profit organization or the supervisory body over its activities.
4. A transaction in which there is an interest and which was made in violation of the requirements of this article may be declared invalid by the court.
The interested person is liable to the non-profit organization in the amount of losses caused by him to this non-profit organization.
If losses are caused to a non-profit organization by several interested parties, their liability to the non-profit organization is joint and several.
Chapter V. Management of a non-profit organization
Article 28. Fundamentals of managing a non-profit organization
The structure, competence, procedure for the formation and term of office of the management bodies of a non-profit organization, the procedure for making decisions and speaking on behalf of the non-profit organization are established by the constituent documents of the non-profit organization in accordance with this Federal Law and other federal laws.
Article 29. Supreme governing body of a non-profit organization
1. The highest governing bodies of non-profit organizations in accordance with their constituent documents are:
Collegiate supreme governing body for an autonomous non-profit organization;
general meeting of members for a non-profit partnership, association (union).
The procedure for managing the fund is determined by its charter.
The composition and competence of governing bodies of public and religious organizations (associations) are established in accordance with the laws on their organizations (associations).
2. The main function of the highest governing body of a non-profit organization is to ensure that the non-profit organization adheres to the goals for which it was created.
3. The competence of the highest management body of a non-profit organization includes resolving the following issues:
Changing the charter of a non-profit organization;
determination of priority areas of activity of a non-profit organization, principles of formation and use of its property;
formation of executive bodies of a non-profit organization and early termination of their powers;
approval of the annual report and annual balance sheet;
approval of the financial plan of a non-profit organization and amendments to it;
creating branches and opening representative offices of a non-profit organization;
participation in other organizations;
reorganization and liquidation of a non-profit organization (except for the liquidation of a foundation).
The constituent documents of a non-profit organization may provide for the creation of a permanent collegial management body, the jurisdiction of which may include resolving issues provided for in paragraphs five to eight of this paragraph.
The issues provided for in paragraphs two - four and nine of this paragraph fall within the exclusive competence of the highest management body of a non-profit organization.
4. A general meeting of members of a non-profit organization or a meeting of the collegial supreme governing body of a non-profit organization is valid if more than half of its members are present at the said meeting or session.
The decision of the said general meeting or meeting is made by a majority vote of the members present at the meeting or meeting. The decision of a general meeting or meeting on issues of the exclusive competence of the highest management body of a non-profit organization is adopted unanimously or by a qualified majority of votes in accordance with this Federal Law, other federal laws and constituent documents.
5. For an autonomous non-profit organization, persons who are employees of this non-profit organization cannot constitute more than one third of the total number of members of the collegial supreme governing body of the autonomous non-profit organization.
A non-profit organization does not have the right 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.
Article 30. Executive body of a non-profit organization
1. The executive body of a non-profit organization may be collegial and (or) sole. He carries out the current management of the activities of the non-profit organization and is accountable to the highest management body of the non-profit organization.
2. The competence of the executive body of a non-profit organization includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the non-profit organization, as determined by this Federal Law, other federal laws and the constituent documents of the non-profit organization.
Chapter VI. Non-profit organizations and government bodies
Article 31. Economic support of non-profit organizations by state authorities and local governments
1. State authorities and local self-government bodies create state and municipal institutions, assign property to them with the right of operational management in accordance with the Civil Code of the Russian Federation and provide their full or partial financing.
State authorities and local governments, within their competence, can provide economic support to non-profit organizations in various forms, including:
Providing, in accordance with the legislation, benefits for the payment of taxes, customs and other fees and payments to non-profit organizations created for charitable, educational, cultural and scientific purposes, in order to protect the health of citizens, develop physical culture and sports, and other purposes established by law, taking into account organizational -legal forms of non-profit organizations;
providing non-profit organizations with other benefits, including full or partial exemption from fees for the use of state and municipal property;
placement of state and municipal social orders among non-profit organizations on a competitive basis;
provision, in accordance with the law, of tax benefits to citizens and legal entities that provide material support to non-profit organizations.
2. It is not permitted to provide tax benefits on an individual basis to individual non-profit organizations, as well as to individual citizens and legal entities that provide financial support to these non-profit organizations.
Article 32. Control over the activities of a non-profit organization
1. A non-profit organization maintains accounting records and statistical reporting in the manner established by the legislation of the Russian Federation.
A non-profit organization provides information about its activities to state statistics bodies and tax authorities, founders and other persons in accordance with the legislation of the Russian Federation and the constituent documents of the non-profit organization.
2. 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, the use of free labor of citizens in the activities of a non-profit organization cannot be the subject of a trade secret.
Chapter VII. Final provisions
Article 33. Liability of a non-profit organization
1. In case of violation of this Federal Law, a non-profit organization shall be liable in accordance with the legislation of the Russian Federation.
2. If a non-profit organization has committed actions that are contrary to its goals and this Federal Law, the non-profit organization may be issued a warning in writing by the body carrying out state registration of legal entities, or the prosecutor may submit a proposal to eliminate the violations.
3. If a non-profit organization is issued more than two warnings in writing or proposals to eliminate violations, the non-profit organization may be liquidated by a court decision in the manner prescribed by Article 19 of this Federal Law and the Civil Code of the Russian Federation.
Article 34. Entry into force of this Federal Law
1. This Federal Law comes into force on the date of its official publication.
2. To propose to the President of the Russian Federation and instruct the Government of the Russian Federation to bring its legal acts into compliance with this Federal Law.
The president
Russian Federation
B. Yeltsin