Associations that operate without pursuing commercial goals are classified as legal entities. Therefore, they are obliged to comply with special legal norms and regulations. These include the procedure mandatory registration. To pass it, pre-drafted and approved statutory documents are required. As a rule, their formation raises a significant number of questions from the founders of the NP.

Registration of a non-profit partnership

Current legislation obliges non-profit organizations to undergo the registration procedure through the Federal Tax Service. This process includes several stages:

1. The first of them involves the need to draw up constituent documents: the charter of the organization, or the statutory agreement.
2. Next, the approved document must be sent to the Department of the Ministry of Justice (Ministry of Justice). There, specialists will conduct a due examination and decide on the possibility of registering a non-profit organization. The registration form serves as confirmation of a positive decision.
   The document issued by the Ministry of Justice must be submitted to the tax service of the entity where the non-profit partnership is located. Tax officers will complete the registration procedure by entering the relevant information into the Unified State Register of Legal Entities.
3. Only upon availability of a certificate of entry in unified register the society can accept members and membership fees, as well as carry out its main activities.

What is a non-profit partnership?

The concept of organizations that are not commercial is usually understood as public and religious associations, professional associations and guilds (for example, the Union of Builders), interregional commonwealths. They are united by activities that are aimed at developing socially significant, cultural, and scientific issues. The subject of the activity is assistance in these aspects. However, commercial gain is not the goal of such alliances. That is, simply put, such associations are a club of people interested in resolving significant issues free of charge.

Non-profit partnership refers to a special type of legal entity. Today, a fairly common form of such organizations is the dacha non-profit partnership. These organizations are usually created on the basis of voluntary desire. When answering the question “Dacha non-profit partnership, what is it?” It is worth considering that all non-profit societies have a specific goal, which determines the type of its activity. The goal of the DNP is to resolve issues that affect horticultural and gardening activities. The DNP is formed on the basis of membership fees, is required to register and reflect its activities and its nature in the constituent documents.

How to create a non-profit production?

The process of creating partnerships begins with the formation authorized capital. It is determined by the founders of the company and is subsequently reflected in the Charter. This fund can be presented in the form of share capital, as well as share capital. Next, documents are formed that will serve as the basis for further activities of the partnership. They should reflect the basic information that is necessary for regulation important issues about the further functioning of the organization. They are approved by a general meeting of members of the non-profit alliance.

After drafting and approval statutory documents, the partnership is subject to mandatory registration. Only after completing all these procedures will it be possible to accept new persons into the list of participants and carry out its activities.

Charter of a non-profit partnership

The most labor-intensive process during the creation and registration of an NPO is the formation of a charter. However, current federal legislation determines what information must be reflected in it or the charter agreement. To the number mandatory information applies:

• name of the organization (it is better if it reflects the area of ​​activity, for example “association of professional construction experts and appraisers);
• indication of the organizational and legal form;
• information about the location of the partnership (it can even be registered at the home address of one of the founders).

On title page it is necessary to reflect the name of the document and information about the protocol of its adoption (number, signature).

The text of the statutory document itself may have chapters or sections in its structure, as well as articles defining its provisions. They should contain information about such basic features of society as:

• the purpose of the activity and its subject;
• management procedure;
• list of rights and obligations of NPO members;
• requirements for admission to membership, as well as the procedure for leaving it;
• information about acceptable designations of the company (coat of arms, emblem, logo) and their description;
• information about the structure of the partnership, terms and competence of its governing bodies.

Among other things, the charter must have a section explaining the procedure for operating property owned by the partnership in the event of termination of its activities. It would not be superfluous to explain how changes and amendments to the statutory documents are possible. Disputes regarding such a merger are settled by arbitration.

You can download a sample charter of a non-profit partnership

Law on SRO 315 Federal Law as of 2016

The creation of a non-profit partnership (NP) presupposes its organizational and legal form (OLF) in the form of associations or unions ( clause 3 art. 50 Civil Code of the Russian Federation). This change was established on September 1, 2014 by Law No. 99-FZ of May 5, 2014. the document abolished the registration of NPs and amended Chapter 4 of the Civil Code of the Russian Federation. In this article we will tell you how to register a non-profit partnership and what documents are required for this.

Such associations can be created by citizens or legal entities. They are membership-based and have the following goals:

• protection of general and professional interests;
• permission conflict situations and disputes;
• legal assistance;
• solving other problems to ensure social benefits in various fields activities (improving health, charity, development of sports, etc.).

Instructions for registering a non-profit partnership

Before starting registration of an NP, you need to decide on the scope of its activities. The number of organizers must be at least two, their maximum number is not limited. Read also the article: → “”. To register an organization, you need to go through several stages in succession.

1. Holding a general meeting. The issue of creating a partnership is considered, the Charter is approved, and a constituent agreement is drawn up.
2. Registration of constituent papers. The main document is the Charter. If desired, a constituent agreement can be concluded.
3. Appeal to the Ministry of Justice with a package of papers.
4. Transfer of documents to the tax office. She checks the papers. If there are no errors, a record of the creation of a legal entity is entered into the Unified State Register of Legal Entities.
5. Issuance by the Ministry of Justice of a registration certificate to the applicant.
6. Making a seal.
7. Receiving notifications about registration in the pension fund and Social Insurance Fund.
8. Assignment of statistical codes.

The deadlines for registration of NPs are indicated in the table:

Documents required for registration

To register an NP, you need to prepare a set of papers. Documents for creating an NP are presented in the table:

Document	Number of copies
Application form RN 0001 with the signature of the applicant or founder certified by a notary	1
Charter	3
Protocol of creation, which approves the Charter, composition of founders and executive body	2
Founders information	2
Receipt for payment of state duty in the amount of 4,000 rubles.	1
Paper confirming the right to use the location address	1
Extract from the register of foreign legal entities	1

If the name of the NP includes the name of a citizen or symbols related to intellectual property, copyrights of the Russian Federation, you need to submit papers for the right to use it.

Non-profit partnership registration authorities

Within three months from the decision to form a partnership, you need to submit registration papers to the Ministry of Justice. Since September 2014 this structure registers NPs in the form of an association or union. The registration authority transfers the verified papers to the tax office. They are also viewed here. If everything is completed correctly, an entry is made in the Unified State Register of Legal Entities.

In connection with changes to the Civil Code of the Russian Federation, NPs created before September 2014 need to be re-registered as associations or unions. The charter should be brought into compliance with the legislation on change organizational structure. This should be done as soon as necessary to amend the constituent documentation.

Changes to the Charter of a partnership are made when changing the provisions of the Charter, address, name, information about the founders, their withdrawal from the partnership, or a change in OKVED.

Adjustments acquire legal force after they are registered with the Ministry of Justice. The procedure takes from one to three months. Two copies of application RN 0003 are submitted to the authorized body, one of which is certified by a notary. Attached to them will be information about the changes.

You will also need a resolution on adjustments, current and amended constituent papers, an extract from the Unified State Register of Legal Entities, and a receipt for payment of the duty. At the end of the process, the applicant receives an extract from the register and a certificate of adjustments made.

Taxes and accounting documents

Income and expenses are accounted for separately for receipts from business and for statutory purposes. They are reflected in the accounting book. If the NP is not engaged in commerce, then it will be empty. All expenses at the end of the reporting period are written off to the account. 86. It reflects the movement of targeted financing funds in the context of the sources of their formation. Credit accounts show receipts of funds in correspondence with the account. 76. By debit - their expenditure.

The NP pays income tax. They are only exempt targeted revenues. Accounting statements include forms 1, 2, 6. Regarding taxes, data on VAT, profit, property, transport and land are presented. NPs have the right to apply the simplified tax system. At the same time, a corresponding declaration is submitted to the tax office annually.

The amount of the single tax according to the simplified tax system is 6% for taxation of income and 15% for income reduced by costs. Once a year, NPs submit Form 2-NDFL certificates and information on the number of personnel to the inspectorate. Reports are submitted quarterly to extra-budgetary funds: to the pension fund - RSV-1, to the Social Insurance Fund - 4-FSS. Partnerships report to the Ministry of Justice on further work and receipts of target amounts.

Example 1. Entry into a partnership by a legal entity

The LLC decided to join the NP. The initial target contribution is 280 thousand rubles. The accountant will make notes:

• Dt 76 Kt 86,280,000 - the obligations of the accepted participant to pay the entry fee are taken into account;
• Dt 51 Kt 76,280,000 - the entry fee has been credited to the bank account.

Depositing funds into the cash desk is formalized by a receipt order. There is no need to punch a receipt, since this operation has nothing to do with the sale of products. Property tax benefits are not provided for NPs. It makes this payment on a general basis. If transport is available, a payment to the budget is also made from it.

Reasons for refusal of registration

The authorized body has the right to refuse registration of an NP on the grounds specified in Art. 23.1 of the Law on Non-Profit Organizations. These include:

• inconsistency of the submitted documents with the legislation of the Russian Federation;
• there is an organization with a similar name;
• the name is derogatory in relation to morality, religion, national feelings of citizens;
• submission of an incomplete set of documents;
• the founder of the NP cannot be one according to the law;
• decisions on closure, reorganization, changes in the constituent papers were made by an unauthorized person;
• unreliability of the submitted information;
• Errors due to which the registration procedure was previously suspended have not been corrected.

The Ministry of Justice has the right to refuse registration within two weeks from the date the applicant submits the papers. He is notified of this in writing within three days from the moment the decision is made. If you disagree, the refusal can be appealed in court. Otherwise, you need to correct the inaccuracies and resubmit the documents to the Ministry of Justice.

Advantages and features of non-profit partnerships

The creation of an NP has a number of positive aspects:

• participants are not responsible for the obligations of the organization, and it is not responsible for the debts of members;
• the right to open bank accounts in the Russian Federation and abroad;
• the opportunity to have branches and representative offices;
• Participants have the right to receive, upon leaving the NP, property or an amount equivalent to the assets contributed as a share;
• freedom to choose the partnership structure;
• the property minimum has not been determined, it may not exist at all;
• economic support from government agencies.

Example 2. Homeowners Association

Homeowners' associations have become very popular. Residents of high-rise buildings unite voluntarily. The advantage of such a partnership is the joint solution of pressing housing problems. Citizens set their own cleaning procedures adjacent areas, repairing the property, planning housing maintenance costs, trying to reduce them. Decisions are made by the highest governing body - the meeting of participants.

NP has several distinctive features:

• membership is formed from both individuals and legal entities;
• the possibility of registering an individual entrepreneur according to the registration of the founder;
• providing all possible assistance and support to partnership members;
• has property rights;
• unlimited number of founders;
• has the right to engage in commerce to solve assigned tasks;
• The founder's withdrawal from the organizational structure is not provided for.

Members of the NP participate in the affairs of the organization, receive information about the results of its work in the manner approved by the Charter, and, if necessary, resign from membership. By decision of the participants, a person may be excluded from the NP.

Procedure for liquidating a partnership

The procedure for liquidating a partnership is presented in the table:

Action	Description
Closure decision	Approved general meeting or court (forced liquidation).
Appointment of the commission	A group of persons or a single liquidator is selected who are responsible for further actions and decisions secured by the signatures of NP members.
Preparation of papers	Documents are submitted to the registration authority within three days.
Article in the media	The journal “Bulletin of State Registration” indicates the contacts of the NP and the deadlines for filing claims.
Drawing up a preliminary balance	It brings together assets and liabilities. This makes it easier for tax authorities to check. The notification is submitted to the inspectorate.
Repayment of the creditor	Settlements are made on debts. If you disagree with the requirements, the problem is resolved by the court.
Formation of liquidation balance sheet	If the creditor is repaid or is not there, the document will be similar to the interim one. Otherwise, they will differ by the amount of the requirements put forward.
Payment of duty	It is equal to 800 rubles. In case of bankruptcy, no fee is paid.
Exclusion from the Unified State Register of Legal Entities	This is the final step. You need to submit documents to the tax office and receive a certificate.

If the partnership was not engaged in business, it is easier to liquidate it. In this case, a tax audit is usually not scheduled. In case of forced closure, the court decision can be challenged.

Category “Questions and Answers”

Question No. 1. How is the name of an NP formed?

The name must indicate the OPF “association (union)” or a reference to the “NP” form used before 09/01/2014.

Question No. 2. Do I need to re-register an NP when changing my address?

Information about the location appears in the Charter and extract from the Unified State Register of Legal Entities. To record changes, an application form P 14001 is written to the registering structure and a decision is presented. This must be done within three days from the date of the decision to change the address.

Question No. 3. In which section of the Charter can you indicate information about engaging in entrepreneurship?

Reflect this information follows in paragraph " General provisions"or "Legal status of the partnership."

Question No. 4. Do the participants of the NP have any benefit from its activities?

Yes. They have the right to use the services provided by NPs and earn income upon registration labor relations with partnership.

Question No. 5. How does the state support NPs?

It purchases goods from the organization, receives services to meet its needs, and provides benefits.

Thus, today it is possible to register an NP only in the form of an association or union. The procedure requires careful preparation necessary documents. After receiving the certificate, you can start working.

Basically, management companies are created in the form society with limited liability . There are also management companies in the organizational and legal form of open and closed joint stock companies. But it’s even less common to come across management companies in uniform commercial organizations, in particular non-profit partnerships. We’ll 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 constitutes non-profit partnership. A non-profit partnership is a membership-based non-profit organization that is established by individuals or legal entities to carry out entrepreneurial activity, meeting the requirements of the charter (Part 1, Article 8 of Federal Law No. 7 of January 12, 1996 “On Non-Profit Organizations”).

In terms of its structure, a non-profit partnership is somewhat similar to homeowners association or real estate, but he 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 individually establish a limited liability company or a joint stock company.

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

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

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

According to the law, a non-profit partnership can provide services that generate profit if it corresponds to and serves the goals for which the organization was created, and if this activity is specified in the constituent documents (Article 50 of the Civil Code of the Russian Federation, Article 2, 24 Federal Law No. 7 of 12.01. 1996 "About NPOs").

Therefore, when creating a management company in the form of a non-profit partnership, it is necessary to stipulate in the charter the competence of the organization in carrying out business activities for managing apartment buildings. Otherwise activity non-profit organization may be declared invalid by the 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. In this case, she will also have to obtain a license to carry out business activities and comply with all licensing requirements for the management company. Otherwise, the management company, created in the form of a non-profit organization, will be held liable to the fullest extent of the law.

Membership in a non-profit partnership

Like a partnership, a nonprofit partnership is based on the membership of its participants. According to Part 3 of Article 8 of Federal Law No. 7 of January 12, 1996 “On NPOs”, members of a non-profit partnership can:

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

Founders of the non-profit partnership

Founders of the non-profit partnership capable individuals and legal entities may act. The number of founders cannot be less than two people (Clause 1.3 of Article 15 of the Law on NPOs). One of the participants may be a legal entity, and the other an individual.

Revenue from sales of works and services

When non-profit partnerships carry out business activities in managing houses, they can receive profit in the form of revenue from work performed or services provided. In accordance with paragraph 3 of Article 26 of the Law on Non-Profit Organizations, the profit received by a non-profit partnership cannot be distributed among its participants or founders. All profits must be used to carry out 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 provision of services management agreement not covered tax benefits or the partnership is not exempt from taxpayer obligations (Article 145 of the Tax Code of the Russian Federation).

Income from property of a non-profit partnership

Income from the property of a non-profit partnership includes profit from leasing the organization’s property and other material and production assets.

Organs state power And local government can provide economic support to a non-profit partnership, 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 NPOs).

A non-profit partnership must lead separate accounting of income and expenses on the business activities carried out by him (clause 3 of article 24 of the Law on NPOs).

Constituent documents of a non-profit partnership

The main constituent document of a non-profit partnership is the charter (Clause 1, Article 14 of the Law on Non-Profit Organizations). The requirements of the constituent documents must be complied with by the non-profit partnership, its founders and participants.

IN constituent documents of a non-profit partnership The following information must be contained (clause 3 of Article 14 of the Law on Non-Profit Organizations):

• 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 them making decisions and speaking on behalf of the organization (Clause 1 of Article 28 of the Law on NPOs);
• subject and goals of activity;
• information about branches and representative offices;
• rights and obligations of members of the organization;
• conditions and procedure for admission to and withdrawal from the organization;
• sources of property formation;
• the procedure for making changes to the constituent documents;
• procedure for using property during liquidation of an organization.

Also, the constituent documents of a non-profit partnership must contain following conditions O:

• composition and competence of management bodies;
• the procedure for their decision-making, including issues on which decisions are made unanimously or by a qualified majority of votes;
• the procedure for the distribution of property after the liquidation of the organization.

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

Creation of a non-profit partnership

A non-profit partnership is considered 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. No later than 3 months from the date of making the decision to create a non-profit partnership, the founders must provide necessary documents to the authorized body or its territorial subdivision.
2. Within 14 working days, the authorized body or its territorial subdivision makes a decision on registration, followed by sending the information to the registering authority.
3. Within 5 working days from the date of receipt of 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 information, the authorized body issues a state registration certificate to the non-profit partnership.

Liquidation of a non-profit partnership

Procedure for 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 NPOs. Liquidation of such an organization can be carried out in two ways:

• in a general manner - by decision of the management bodies of the organization;
• V judicial procedure- if there are violations of the law when carrying out business activities.

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

Accounting policies and disclosure of information of a non-profit partnership

Non-profit partnerships in mandatory 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 financial statements in whole or in part according to the legislation of the Russian Federation, constituent documents or on their own initiative are required to disclose their accounting policies.

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

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

Many non-profit partnerships were created back in the 1990s. and formally continue to exist at the present time, without actually carrying out activities. In this regard, many questions arise in practice. In particular, what rights and obligations do the founders and members of a non-profit partnership have in accordance with current legislation? How should a non-profit partnership be maintained in so-called dormant mode? How to liquidate a partnership if further activities are not planned? Let's consider these questions.

Legal status of non-profit partnerships

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

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

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

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

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

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

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

“Hibernation mode” of the activities of non-profit partnerships

By “sleeping mode” in this case we mean the preservation of a non-profit partnership (without liquidation) in the absence of any of its activities. Maintaining a non-profit partnership in this situation does not require significant material and labor costs.

The functioning of a non-profit partnership in “sleep mode” requires the fulfillment of the following conditions:

• the non-profit partnership does not actually carry out any activities;
• a non-profit partnership has a minimum number of members;
• members of a non-profit partnership do not have the obligation to make contributions to the property of the non-profit partnership;
• the non-profit partnership has no obligation to pay taxes and other obligatory payments, including no taxable property;
• the non-profit partnership does not have employees to whom it is paid wages or other payments;
• The NP may have to close the current account.

Members of a non-profit partnership do not have the obligation to make contributions to the property of the non-profit partnership

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

In our opinion, it follows from this norm that members of the non-profit partnership will not have the obligation to pay contributions to the property of the non-profit partnership, provided that:

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

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

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

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

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

Absence of employees who are paid wages or other payments

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

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

Closing bank accounts of a non-profit partnership

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

If debts for the payment of taxes, penalties, and fines are identified after the closure of current accounts, a non-profit partnership may have difficulty paying off the corresponding debts, since the payment of taxes, penalties and fines in cash by organizations is not provided for by the legislation of the Russian Federation on taxes and fees and the banking legislation of the Russian Federation (letter Ministry of Finance of Russia dated October 24, 2013 No. 03-02-07/1/44732).

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

• pass “zero” accounting and tax reporting in accordance with the legislation of the Russian Federation;
• submit to the territorial body of the Ministry of Justice of Russia (the body that controls the activities of non-profit organizations) an application confirming compliance with the requirements of clause 3 1 of Art. 32 of the Law on NPOs (lack of foreign citizens among members and foreign sources of funding), as well as information in free form about the continuation of its activities (clauses 3, 3 1, 3 2 of Article 32 of the Law on NPOs).

Compliance with these requirements will help reduce the risks of attracting non-profit partnerships to administrative responsibility(imposition of a fine) and exclusion of the partnership from the Unified state register legal entities as an inactive legal entity, as well as presentation government agencies requirements for liquidation of a non-profit partnership in court.

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

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

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

Liquidation of non-profit partnerships

Liquidation of a non-profit organization typically takes six months or more. In addition, the adoption of a decision to liquidate an organization is the basis for inspections by government authorities (in particular, the tax authority).

Liquidation of a non-profit partnership is a complex, multi-step process. Sample list The main stages of this process are presented in the table.

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

Federal Law of January 12, 1996 No. 7-FZ “On Non-Profit Organizations”.

Article 3 Federal Law dated May 5, 2014 No. 99-FZ “On amendments to Chapter 4 of Part One of the Civil Code Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation" (hereinafter referred to as Law No. 99-FZ).

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

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