Liquidation of non-profit corporate organizations. Stages of closing an autonomous non-profit organization. The question arises: what to do in this case?

Liquidation non-profit organization- a common phenomenon. Considering that this form of organization is a legal entity, the process must be carried out in accordance with current legislation Russian Federation. In particular, the procedure is regulated by provisions from the Civil Code, as well as a number of laws and decrees. We will consider the main reasons why an NPO may be liquidated, as well as the procedure for action in this case.

Closing a non-profit organization: initiators, causes and consequences

So, first of all, it is necessary to establish who can act as an initiator in the event of liquidation of an NPO and for what reasons. If the message comes from the founders, then the motivation is quite clear and transparent:

• The NPO achieved the purpose for which it was opened.
• The period allotted for the activities of the organization, prescribed in the charter, has expired.
• There is inappropriateness of further functioning (insufficient funding, inability to achieve set goals, etc.)

Also, the state and individual authorized bodies can act as initiators. In this case, the reason for liquidation may be:

• Systematic violation of the law.
• Reluctance to correct wrongdoings.
• Incorrect registration procedure for NPOs, etc.

In addition, the reason may be bankruptcy, claims from the Pension Fund, creditors and other interested parties who have suffered damage.

Liquidation of a non-profit public organization: procedure

If we draw a parallel between the closure of a commercial legal entity and an NPO, we can notice many similarities. However, there are also some peculiarities. Let us sequentially analyze each step in implementing this procedure:

1. Making a decision on liquidation. As a rule, the management of the organization is responsible for this. However, a meeting of key persons must be held with mandatory minutes taken. The protocol is sealed with the signatures of the participants. Next, a liquidation commission is created or a singular liquidator is identified, who undertakes the obligation to close the NPO.
2. The next step is to notify the relevant authorities of the decision. First of all, an application is submitted in form RN0005 with an attached copy of the minutes of the meeting, a certificate of registration, copies of the founders’ passports, an extract from the Unified State Register legal entities and a certified decision. One of the features of the process and the main difference is the fact that in addition to the registration authority, all kinds of off-budget funds and other organizations, a notification must be sent to the Office of the Ministry of Justice. Let us remind you that ordinary legal entities. persons are not required to do this.
3. Next, creditors and debtors of the company are notified, who, within two months after receiving the notification, have the right to judicial procedure make property claims against the NPO.
4. An intermediate balance is created. In case liquidation of an autonomous non-profit organization, which did not lead entrepreneurial activity, this procedure is quite simple, since it does not include recording the movement of funds across accounts. For the same reason, the tax office quite often refuses to conduct on-site audits.
5. The next stage is settlement with creditors and employees of the organization in accordance with the Labor and Civil Code of the Russian Federation.
6. After all debt obligations are fully repaid, a final liquidation balance sheet is prepared. It is this document that is the main basis for the official closure of an NPO.

If after settlements there are funds left on the balance sheet of a non-profit organization, they are distributed among the participants in the manner prescribed in the charter. If there is property that cannot be divided, it goes to the state without the right of return.

The last stage of liquidation of a non-profit organization

The final step is to submit a package of documents, including the liquidation balance sheet, to the registration authority. Here it is verified and the corresponding entries are made in the Unified State Register of Legal Entities. After this, the organization officially ceases to exist.

We hope that the step-by-step instructions for liquidating an NPO in 2017 will help you resolve the issue of closure without unnecessary delays and time costs. If you are not the initiator of this event, it is worth knowing that you have the opportunity to cancel the forced liquidation by providing substantial grounds for this to the court.

Competently defending your rights in accordance with the laws of the Russian Federation will allow you to extend the term of the NPO for the required period, if there are no violations, you are not suspected of extremism, and the legal entity itself actually performs useful functions and adheres to the intended plan.

Liquidation of a non-profit organization - step-by-step instructions for 2018-2019, which is the subject of our article. We will tell you about all the main actions during liquidation and the features provided for non-profit organizations. They relate to property issues.

Step-by-step instructions for liquidating NPOs in 2018-2019

General provisions on the liquidation of NPOs

The liquidation of an NPO (non-profit organization) can be carried out either by decision of its participants (voluntarily) or by force - on the initiative of government agencies. General rules regarding the liquidation of NPOs are contained in Art. 61 Civil Code and Art. 18 of the Law “On Non-Profit Organizations” dated January 12, 1996 No. 7-FZ (hereinafter referred to as Law No. 7-FZ), procedural requirements - in Chapter. VII of the Law “On State Registration...” dated 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ).

Since an NPO is a legal entity under the laws of the Russian Federation, its activities are not officially considered terminated until an entry on liquidation is made in the Unified State Register of Legal Entities (USRLE).

In addition to civil ones, NPOs also participate in other legal relations:

• tax;
• labor, etc.

In accordance with paragraph 11 of Art. 89 of the Tax Code, liquidation is the basis for an unscheduled on-site inspection of an organization, the conduct of which may take long time(See the article “What are the deadlines for conducting a tax audit?”). Its completion is a necessary condition for drawing up an interim liquidation balance sheet (Clause 4, Article 20 of Law No. 129-FZ).

Our article examines the sequence of actions for the voluntary termination of the activities of an NPO, which is as follows.

Step-by-step instructions for liquidating an NPO

Step by step instructions liquidation of an NPO provides for the following steps:

1. The adoption of a decision on liquidation is documented in the form of minutes of the general meeting of participants (founders). It is advisable to include in the same protocol a clause on the election of a liquidation commission (liquidator, clause 4 of Article 62 of the Civil Code of the Russian Federation). Details are in the article “Liquidation Commission - formation, composition, powers”.
2. Within 3 working days, the territorial body of the Ministry of Justice of the Russian Federation is notified about the decision made (clause 1 of Article 20 of Law No. 129-FZ, notification under form P15001, approved by order of the Federal Tax Service of the Russian Federation “On approval of forms and requirements...” dated January 25, 2012 No. ММВ-7-6/25@, hereinafter - order No. ММВ-7-6/25@). A peculiarity of the liquidation of an NPO is the need to submit documents not to the Federal Tax Service of the Russian Federation directly, but to the territorial body (administration) of the Ministry of Justice of the Russian Federation or to the Ministry of Justice of the Russian Federation itself, depending on which of these bodies is the registering body. A notification is submitted to the same body under f. P15002 on the creation of a liquidation commission or the election of a liquidator.
3. The notice of liquidation is published in the "Bulletin" state registration" Written notifications are sent to creditors identified based on accounting data.
4. An interim liquidation balance sheet (LB) is approved, which is submitted with notification according to f. P15003.
5. Settlements with creditors are carried out, a LB is formed (clauses 4, 6, Article 63, Article 64 of the Civil Code of the Russian Federation). IN Pension fund information on the insurance period and insurance contributions of employees is provided.
6. An application is submitted to the Ministry of Justice under f. R16001 for making an entry on the liquidation of an NPO in the Unified State Register of Legal Entities.

Features of the liquidation of certain types of NPOs

Law No. 7-FZ and other legislative acts provide for the specifics of the liquidation procedure for certain types of non-profit organizations. In particular:

• The Fund is liquidated in accordance with a judicial act (Article 123.20 of the Civil Code of the Russian Federation, paragraph 2 of Article 18 of Law No. 7-FZ) in accordance with the procedure provided for in Chapter. 27 of the Code of Administrative Procedure (see, for example, the decision of the Privolzhsky District Court of Kazan dated January 18, 2018 in case No. 2-1124/18).
• For the liquidation of a branch of a foreign non-governmental NPO, additional grounds are provided, specified in clause 2.1 of Art. 18 of Law No. 7-FZ.
• The liquidation procedure under Law No. 7-FZ does not apply to religious organizations, budgetary and government institutions, autonomous institutions(Clause 4, 4.1, 4.2, 5, Article 1, Article 19.1 of Law No. 7-FZ). For example, religious NPOs are liquidated on the grounds specified in Art. 14 of the Law “On Freedom of Conscience...” dated September 26, 1997 No. 125-FZ (see the decision of the Supreme Court of the Chechen Republic dated February 2, 2018 in case No. 3a-15/2018).

Regardless of the application of Law No. 7-FZ, all types of legal entities are subject to the norms of the Civil Code of the Russian Federation in the absence of special norms. The powers and duties during liquidation, as provided for by law, are assigned to the liquidator.

If he fails to fulfill his obligations to complete the liquidation in deadline it is possible for the Ministry of Justice to go to court in the manner provided for in Chapter 27 CAS RF, for forced liquidation (see the appeal ruling of the Krasnodar Regional Court dated November 3, 2016 in case No. 33-28666/2016).

Powers of the liquidation commission (liquidator)

The main responsibilities of the liquidator are summarized in the table.

In relations with third parties, the liquidator acts on the basis of the decision (protocol) on his election.

Participants (founders) are obliged to:

• Within 3 days, inform about the decision made (Clause 1, Article 20 of Law No. 129-FZ).
• Approve LB (clauses 3, 6, article 19 of law No. 7-FZ). If this is evaded, the liquidator has the right to go to court (see the decision of the Snezhinsky City Court of the Chelyabinsk Region dated September 21, 2017 in case No. 2a-482/2017).

Solutions in case of insufficient funds of a liquidated NPO

The order of repayment of debts is determined by Art. 64 Civil Code of the Russian Federation. Also in the Civil Code of the Russian Federation there is an indication that if the NPO does not have funds, the costs of the procedure are borne jointly by the participants or founders (clause 2 of Article 62 of the Civil Code of the Russian Federation).

If a shortage of funds is established, the liquidation commission is authorized to sell the property of the NPO, guided by the procedure established for the execution of court decisions (Clause 4 of Article 19 of Law No. 7-FZ). However, the proceeds may also not be enough.

The question arises: what to do in this case?

Exists general rule, providing for separate property liability of a legal entity and its founders without the possibility of assigning it to each other (Clause 2 of Article 56 of the Civil Code of the Russian Federation). However, for some NPOs, exceptions have been made and additional responsibility for the founders has been established:

• for a consumer cooperative - in the amount of the unpaid part of the contribution (clause 2 of Article 123.3 of the Civil Code of the Russian Federation);
• association or union - in accordance with the charter (clause 4 of article 11 of law No. 7-FZ, clause 3 of article 123.8 of the Civil Code of the Russian Federation);
• private, state-owned institution - always (clause 4 of article 123.22, clause 2 of article 123.23 of the Civil Code of the Russian Federation), budgetary, autonomous - according to the demands of individuals arising from a tort (clauses 5, 6 of article 123.22 of the Civil Code of the Russian Federation).

Submitting claims in the procedure for applying subsidiary liability falls within the powers of creditors, but not the liquidator (see paragraph 7 of Article 63 of the Civil Code of the Russian Federation, article “What is subsidiary liability under the Civil Code of the Russian Federation?”). The liquidator has the right only to initiate bankruptcy.

Distribution of NPO property after liquidation

The general rule that applies to the distribution of the remaining property of an NPO after completion of settlements is established by clause 8 of Art. 63 of the Civil Code of the Russian Federation: they must be directed to statutory or charitable purposes. The rule provided for in Art. 20 of Law No. 7 states that if it is impossible to allocate funds for statutory purposes, they must be turned into state income.

For some NPOs there are exceptions from the general procedure:

1. Public organization. The funds remaining after repayment of claims are directed to statutory purposes, and in their absence - to purposes that will be determined general meeting or conference of participants public organization. In controversial cases, the goals are determined by a court decision. Decision made subject to publication by the liquidation commission. In case of liquidation on the grounds provided for by the Law “On Counteracting...” dated July 25, 2002 No. 114-FZ, it becomes the property of the Russian Federation (Article 26 of the Law “On public associations" dated May 19, 1995 No. 82-FZ).
2. Non-profit partnership. The remaining funds are distributed among members in the amount of property contributions. The remainder is directed to statutory purposes (clause 2 of article 20 of law No. 7-FZ, this rule does not apply to other associations and unions, including separate species) refers non-profit partnership according to sub. 3 p. 3 art. 50 Civil Code of the Russian Federation).
3. Institution. The remaining property is transferred to the owner (clauses 3, 4, Article 20 of Law No. 7-FZ).

Full distribution of assets must be made before completion of the procedure by registering liquidation. If there is between participants controversial issues about the thing, it is sold by the liquidator at auction (clause 8 of article 63 of the Civil Code of the Russian Federation).

Procedure for registering the liquidation of an NPO

Upon completion of the procedure, the liquidator is obliged to submit to the Ministry of Justice:

• statement according to f. 16001, the signature of which must be certified by a notary;
• receipt or payment order, confirming payment of the state duty in the amount of 400 rubles. (subparagraph 1, 3, paragraph 1, article 333 of the Tax Code of the Russian Federation);
• confirmation of submission to the Pension Fund of the Russian Federation of pension accounting information (according to paragraph 3 of Article 11 of the Law “On Individual Accounting...” dated 04/01/1996 No. 27-FZ is submitted within 1 month after approval of the interim LB) and information on additional contributions listed in accordance with Law “On Additional Insurance Contributions...” dated April 30, 2008 No. 56-FZ.

There is also the option of requesting this document through the interdepartmental cooperation system in case the applicant fails to submit it. In any case, this obligation must be fulfilled before filing an application.

Administrative regulations of the Ministry of Justice of the Russian Federation, approved. Order No. 455 dated December 30, 2011 (hereinafter referred to as the Administrative Regulations), provides for registration procedures a single period of 33 days for a public organization and 17 working days for other NPOs (clause 22 of the Administrative Regulations), not including the period for registration of the Federal Tax Service of the Russian Federation (5 working days , Article 8 of Law No. 129-FZ). The procedure for interaction between the Ministry of Justice and the Federal Tax Service of the Russian Federation approved. by order of the Ministry of Justice of the Russian Federation dated November 12, 2010 No. 343.

Refusal to accept documents is not allowed (clause 47 of the Administrative Regulations), however, it is possible to refuse to provide the state service for registering liquidation if the decision was made by an unauthorized body and on other grounds provided for in Art. 23 of Law No. 129-FZ. The refusal may be appealed in court.

Thus, the voluntary liquidation of an NPO is carried out based on the decision of its founders (participants). The main actions during the procedure (publication, settlements, sale of property, presentation of documents, etc.) are assigned to the liquidator chosen by the participants.

If there is a lack of property, he is obliged to initiate bankruptcy. The property remaining after liquidation, as a rule, is not distributed among the participants, but is directed to statutory or charitable purposes, unless otherwise provided by special rules.

What is ANO? This abbreviation translates as an autonomous non-profit organization. As a rule, it does not have a membership. Such an organization is usually created by legal or individuals with the help of charitable property contributions. Why do we still need such companies? The thing is that they provide certain services in various fields life: in education, culture, healthcare, science and so on.

If you decide to establish an Autonomous Non-Profit Organization, you should know that the procedure for its creation is regulated by the Civil Code and some important laws, in particular, “On Non-Profit Organizations”. Those who want to become a founder should know a few important rules.

The first concerns the address of the organization; quite often the creators indicate a rented office, or the premises in which at the moment no one lives. Sometimes an independent non-profit organization is registered at its legal address, but it should be understood that this happens quite rarely. This information will need to be provided if the liquidation of the autonomous non-profit organization occurs.

The second rule concerns the founders. Their number, based on the laws of the Russian Federation concerning NPOs, should not be limited. Therefore, an NPO can be headed by as many people as they like. It is allowed that the founders of an organization use the services of their autonomous non-profit organization in the same way as other residents of the country.

The most important document is the Charter. However, if desired, the founders can also enter into a constituent agreement among themselves. Since the organization is created on the basis of charitable property contributions, all property from the moment it was transferred to an autonomous NPO is considered its property.

Structure of an autonomous non-profit organization

It is worth talking about its structure. Every organization must have a supreme governing body. The procedure for its formation must be determined in accordance with the Charter. This supreme body needs to resolve all important issues that arise in the life of the organization, in addition, at one of the meetings it must appoint an executive body. He, in turn, is obliged to manage the activities of the organization and resolve many issues that should concern supreme body.

Russians who decide to create an autonomous non-profit organization need to know that they can register the organization with the Directorate of the Ministry of Justice. During registration, the founders will need to pay a state fee, as a rule, it is about 4,000 rubles.

How does liquidation take place?

However, an autonomous non-profit organization is not always able to work as it should and bring benefits to Russians. In this case, the autonomous non-profit organization is liquidated. How to do this correctly, what should founders do first?

First of all, the creators of the ANO must contact the Ministry of Justice in the region in which this organization was created.

There the creators will have to present the originals of some important documents. These include notification that such a decision has been made important decision terminate the organization. The creators must also provide a notice indicating the creation of a liquidation commission and the appointment of a liquidator.

It is necessary to provide all (what possible) information. To the Ministry of Justice, the founders of an autonomous non-profit organization that is to close must bring a decision or a protocol from the highest body of this organization that the liquidation process has begun, a statement that the members of the liquidation commission have drawn up an interim balance sheet, and present it.

2 months after this, the founders must again come to the Office of the Ministry of Justice and bring with them several more important documents. Among them there should be an application for state registration, an extract from the protocol of the highest body of the organization, which should contain. It is worth bringing the liquidation balance sheet, which must bear the mark of the tax authority.

The creators of the autonomous non-profit organization, which should soon disappear, must have a receipt for payment of the state duty, a document confirming the fact of submitting the seal, as well as an announcement in the press that this Autonomous non-profit organization is being liquidated.

The procedure for liquidating ANO

Of course, there is a certain procedure for liquidating ANO. The founders of this Autonomous Non-Profit Organization should know it very well, since when it is created it is not known how long it will exist. The first stage is making a decision to liquidate this Autonomous Non-Profit Organization. This decision must be made at a meeting of the highest body in accordance with the charter of that organization.

After the decision to liquidate has been made, the founders must notify the Office of the Ministry of Justice of the Russian Federation for the desired region in writing. The period within which the notice must be submitted is 3 days after the decision on liquidation was made at a meeting with the participation of the highest body. By the way, during this meeting, members of the Council must create a liquidation commission and appoint its chairman - a liquidator.

He must establish order and organization. After this, the founders need to send a notification to the Department of the Ministry of Justice for the region they need and notify them of who has been appointed as liquidator.

It is worth publishing in the press, for example in the journal “Bulletin of State Registration”, information about the liquidation of the ANO. After this, all necessary measures must be taken to identify creditors. It is also important to collect accounts receivable and notify creditors that the Autonomous Non-Profit Organization has been liquidated.

After this, a special commission must draw up an interim liquidation balance sheet. This must happen no later than 2 months after the meeting at which it was decided that the work of the company should be stopped. The balance sheet must be approved by the Council of the organization, and notification of its preparation must be submitted to the Ministry of Justice. Next, the liquidation commission must pay off creditors and draw up the next balance sheet after all matters with creditors have been completed. The last stage liquidation is considered to be the state registration of an autonomous non-profit organization in connection with liquidation.

Examples of ANO work

Examples of NGOs include the World Association of Women Entrepreneurs FCEM, the Association of Managers, and the Russian Library Association. This is only a small part of such communities that are officially registered in the country. Separately, a little should be said about the last mentioned Association. Its members support and coordinate the actions of many Russian libraries and schools.

All this is done in order to preserve and develop librarianship in Russia as best as possible, although in lately, after the advent of computers and the Internet, it became not very popular. For this organization, it is important to increase the prestige of libraries and protect the interests of these educational institutions and their employees. This is how this non-profit organization works.

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The abolition of an autonomous non-profit organization is carried out for various reasons. Most often, this is the achievement of the goals for which the institution was created. Liquidation of ANO is carried out in accordance with the norms of the Civil Code of the Russian Federation. The procedure involves going through a number of mandatory steps. The decision to close is made by the owners of the non-profit organization. The process requires notifying the public of the termination. However, the law does not oblige managers to report the reasons for the decision.

Reasons for the abolition of an autonomous non-profit organization

may be done for the following reasons:

• Failure to achieve the goals for which the institution was created;
• Financial insolvency;
• Lack of desire to engage in previous activities.

The procedure can be carried out by court order. However, this requires reasons. For example, violation of the law.

Varieties of the procedure for closing an autonomous non-profit organization

Closing a non-profit autonomous organization can be done using the following methods:

• Voluntary, in which the procedure is performed based on the decision of the founders;
• Compulsory, in which the event is carried out on the basis of a court decision;
• Bankruptcy if there are signs of insolvency.

These are the official closing methods. They come with a waste large quantity time and money. If you need to speed up the event, you can pay attention to alternative methods:

• A change in the composition of the founders, in which the rights to the organization are transferred to the legal successors on the basis of a transfer deed;
• Acquisition or restructuring, which can be carried out in the presence of debts.

When dissolving an autonomous non-profit organization, it is doubly important to ensure that all documentation is completed. If mistakes are made, this may lead to inspections that will delay the liquidation indefinitely.

If there are assets on the current accounts of an organization, they cannot be transferred to the owners of the company. Funds are transferred to charitable accounts or distributed in accordance with the charter of the non-profit organization.

Required Documentation

To carry out liquidation, you will need to collect the following package of documentation:

• Certificate of registration of the independent non-profit organization;
• Statement of intention to liquidate;
• Interim and final balance sheets, which have a tax office mark;
• Receipt of payment of the duty;
• Certificate of seizure of the seal;
• Certificates from the pension and insurance fund;
• A copy of the media report about the planned liquidation;
• Composition of persons managing the ANO;
• TIN of the founders and passport details;
• A copy of documents indicating changes in the composition of the founders or their absence;
• A copy of the ANO charter.

All papers must be completed correctly. Lawyers are often involved in this, since errors that creep in can significantly delay the closure process.

Forced abolition is carried out only on the basis of a court decision

Liquidation procedure

The voluntary closure of a non-profit organization involves going through a number of mandatory steps. They are established by the Civil Code of the Russian Federation. There is also an accepted order of procedure:

Within five days after submitting documents, tax authority must enter information about the closure of an autonomous non-profit organization into the register. After this, the supporting papers are sent to the Ministry of Justice. He, within three days, provides documents to the owner of the company being closed. If you are interested, then this information can be found in the previous article.

The Ministry of Justice is the structure that controls NPOs. On his part, you can expect thorough checks of the documentation provided and the activities of the non-profit organization. Almost all documents pass through this body. Structure is key when conducting a closing.

Cost of the procedure

The cost of the procedure depends on how it will be carried out. When closing on your own, you need to make the following minimum payments:

• Duty (about 400 rubles);
• Payment for notice of abolition in the State Registration Bulletin (the cost depends on the size of the announcement).

However, it is not always possible to carry out the closing on your own. This is easy only if the company is small and has no problems. In another situation, you will have to turn to professionals for help.

The cost of law firm services varies significantly depending on the complexity of the situation of the company being closed. It can range from 30 to 150 thousand rubles. The cost of closing a company with debts will be high, since lawyers, in this case, will have to carry out more work. Complete liquidation will be carried out only if information about this is entered into the register.

Documents are submitted to the Ministry of Justice within 3 days after the decision on liquidation.

Carrying out closure by decision of a judicial authority

Compulsory abolition can only be carried out on the basis of a court decision. At the same time, the organization is not required to take internal measures to prepare for liquidation. The initiator of the case may be authorized bodies. To do this, you will need to submit an application to the judicial authority. If the decision comes into force, a copy of the decision of the judicial authority will be sent to the ANO. On its basis, registration of abolition and removal of the company from the register is carried out.

How long will it take to close an autonomous non-profit organization? This depends on many factors: the presence of debts, problematic contracts. It will take a lot of time to liquidate large education with many branches and representative offices. In this case, you will definitely need the help of professionals. This is a costly undertaking both in terms of time and money.