Decision to liquidate a non-profit organization. Structure of an autonomous non-profit organization. Documents for liquidation of ANO

Elimination of autonomous non-profit organization(ANO) can be initiated for a number of reasons. Most often, this is the legal entity fulfilling its mission, after which it actually becomes unnecessary. An organization may cease to exist due to the inability to achieve its goal, as well as due to reorientation in the process of conducting activities. In addition, the decision to close an autonomous non-profit organization may be influenced by its financial condition. The extreme case is bankruptcy.

Elimination of ANO is carried out in one of several ways:

  1. Voluntary termination of the activities of a legal entity.
  2. Alternative closure (it is carried out through restructuring or through the absorption of one organization by another, larger one).
  3. Liquidation by shift general director and founders.
  4. Forced closure of a legal entity caused by a court decision.
  5. Bankruptcy.

Please note:

If an autonomous non-profit organization has debts, its founders are not responsible for them. The same is true vice versa: the debt of the founders will not apply to the legal entity.

Stages of closing an autonomous non-profit organization

  1. Making a decision to officially terminate the existence of the organization. It is drawn up in writing and certified full staff founders. From this moment, the process of closing a legal entity officially begins.
  2. Appointment of a liquidation commission and liquidator. Candidates are approved by the founders. Information about the persons who will lead the process of deregistering an autonomous non-profit organization from government agencies is submitted to the Federal Tax Service along with the application for liquidation of the organization.
  3. Publication of an announcement in the media about the closure of a legal entity. ANO creditors are given two months to respond. After this time, their demands will no longer be accepted.
  4. Drawing up an interim liquidation balance sheet. It indicates the current financial condition of the organization, its debts and upcoming payments.
  5. Repayment of debts and passive balances.
  6. Filing an application for liquidation. The relevant document must be completed and sent to the authorities state registration legal entities 2 months after drawing up the liquidation balance sheet and paying off the organization’s debts.
  7. Submitting a package of documents to government agencies to make a final decision on deregistration of the autonomous non-profit organization. At the request of the founders, the official papers of the ANO can be submitted to the state archive.

Please note:

If, when an organization is closed, there are assets left in its account, the distribution of these funds occurs in accordance with the internal charter of the ANO. The founders of a legal entity can also transfer the cash balance to the account of a charitable company.

What documents will you need?

  • extract from the Unified State Register of Legal Entities;
  • a scan of a document confirming the action of the ANO;
  • protocol of the decision to close the organization, signed by all founders;
  • protocol on the appointment of the liquidator, a copy of his passport data;
  • copies of passport data and TIN of all founders of the ANO;
  • Charter in latest edition, which includes all changes;
  • accounting report for the last three years, contact details of the chief accountant;
  • liquidation balance sheet approved by representatives of the tax service;
  • a copy of the receipt for payment of the duty;
  • certificates from extra-budgetary funds.

Please note:

Liquidation of an autonomous non-profit organization in some cases may cause an on-site inspection by representatives of the tax service. Therefore, when preparing reports, extreme care should be taken to avoid errors.

Cost of our services

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Liquidation of a non-profit organization - step by step instructions 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 about liquidation is made in the Unified State Register legal entities(Unified State Register of Legal Entities).

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 for liquidating an NPO include the following steps:

  1. The decision to liquidate is formalized in the form of a protocol general meeting 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 of 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 State Registration Bulletin. 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 NPOs individual species. 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 prescribed by 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.

Authority

Implementation period

Notification of the Ministry of Justice on the election of a liquidator

After its creation

Clause 3 art. 20 of Law No. 129-FZ

Publication of an announcement about the start of the procedure

After sending notice of liquidation

Clause 1 Art. 63 Civil Code of the Russian Federation, clause 1, art. 19 of Law No. 7-FZ

Managing the affairs of an NPO, speaking on its behalf in court

During the period from appointment to completion of the procedure or initiation of bankruptcy proceedings

Clause 4 art. 62, paragraph 7, art. 63 Civil Code of the Russian Federation

Identification and notification of creditors individually

After 2 months after publication

Receiving accounts receivable

Clause 2 art. 63 Civil Code of the Russian Federation, paragraph 2 of Art. 19 of Law No. 7-FZ

Preparation of an interim LB, its submission to the Ministry of Justice

Not earlier than the circumstances listed in paragraph 4 of Art. 20 of Law No. 129-FZ

Clause 3 art. 19 of Law No. 7-FZ, paragraph 3 of Art. 20 of Law No. 129-FZ

Carrying out settlements with creditors

Clause 5 Art. 63, art. 64 Civil Code of the Russian Federation, paragraphs. 4, 5 tbsp. 19 of Law No. 7-FZ

Fulfillment of tax obligations

Clause 1 Art. 49 Tax Code of the Russian Federation

Filing for bankruptcy, notifying creditors of bankruptcy

In case of insufficient property

pp. 3, 4 tbsp. 63 Civil Code of the Russian Federation

Preparation of LB and its presentation with a statement according to f. 16001 to the Ministry of Justice

Clause 6 Art. 19 of Law No. 7-FZ, Art. 21 of Law No. 129-FZ, appendix. 9 to order No. ММВ-7-6/25@

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 manner of 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 by the 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, which include (as a separate type) a non-profit partnership in accordance with subclause 3 of clause 3 of article 50 of the Civil Code RF).
  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 of pension accounting information to the Pension Fund of the Russian Federation (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, a refusal to provide the state service for registering liquidation is possible 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 to judicial procedure.

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.

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 in 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

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 the documents, the tax authority must enter information about the closure of the 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.

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

How to liquidate a non-profit organization: general provisions

Liquidation of an enterprise (including a non-profit association) is a set of actions aimed at completely stopping its functioning without transferring its existing rights and obligations to a third-party association (Clause 1, Article 61 of the Civil Code of the Russian Federation).

In accordance with paragraph 1 of Art. 50 of the Civil Code of the Russian Federation, an NPO is a legal entity. This means that prerequisite To liquidate it, a corresponding entry is made in the Unified State Register of Legal Entities. The abolition of NPOs is subject to general rules termination of the activities of legal entities established by civil legislation.

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

  • on a voluntary basis;
  • compulsorily through the court (at the initiative of authorized government agencies);
  • bankruptcy procedure (in the event that the funds of the non-profit organization are not enough to pay off all the debts generated in the course of its activities).

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

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

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

The procedure for abolishing an association is carried out in the following order:

  1. A general meeting of the founders of the NPO is held, following which a decision is made to terminate its activities. It must be documented; for this purpose, minutes of the meeting are drawn up. In addition, at the meeting it will be necessary to determine the list of members of the liquidation commission and also include it in the minutes (clause 3 of article 18 of the law “On Non-Profit Organizations” dated January 12, 1996 No. 7). From this moment on, all rights and responsibilities for managing the organization pass to this commission.
  2. Within 3 working days from the moment the decision on liquidation is made, an application drawn up in form R15001 is submitted to the territorial branch of the Ministry of Justice of the Russian Federation (Clause 1, Article 20 of the Law “On State Registration...” dated 08.08.2001 No. 129-FZ). This is the key difference between the liquidation procedures for a commercial and non-profit organization: in the first case, the application is submitted to the Federal Tax Service, and not the Ministry of Justice.
  3. Information about the upcoming liquidation is published in open source- journal "Bulletin of State Registration". The message also contains information about the timing and procedure for dissolving the association. This period, according to paragraph 1 of Art. 19 of Law No. 7, must be at least 2 months from the date of publication of the message.
  4. A register of the company’s creditors is compiled, which includes information about all legal or individuals, to which the NPO has accumulated debt.

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

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

  1. An interim liquidation balance sheet is drawn up and approved, containing information about the NPO’s receivables and payables, as well as its assets (Clause 3, Article 19 of Law No. 7).
  2. Settlements are made with the NPO's creditors. If available cash not enough to fully repay the debts, the property belonging to the association is sold. Payment of debts is carried out in the sequence determined by the provisions of paragraph 1 of Art. 64 Civil Code of the Russian Federation:
  • first of all, settlements are made with persons to whom the NPO has obligations arising as a result of harm to their life or health;
  • secondly, wage arrears are repaid;
  • thirdly, settlements are made with the budget and extra-budgetary funds;
  • fourthly, the claims of other creditors are satisfied.
  1. A final liquidation balance sheet is compiled and submitted to the department of the Ministry of Justice. The assets remaining after settlements with creditors go to charity or other purposes provided for by the charter of the NPO. If it is impossible to use funds for targeted needs, they are sent to the state account (Clause 1, Article 20 of Law No. 7).
  2. An application is drawn up in form P16001. The document is accompanied by the final liquidation balance sheet and a receipt for payment of the state duty (its amount is 800 rubles). Based on the documents received, the Ministry of Justice introduces Unified State Register of Legal Entities on the termination of the activities of the NPO. From this moment on, the non-profit association is considered abolished.

Material obligations of NPO participants

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

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

For certain types of NPOs there are established exceptions, defining the additional responsibility of their founders:

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

Features of the liquidation of certain types of NPOs

Provisions of Art. 18 of Law No. 7 establishes special rules for the liquidation of the following types of NPOs:

  1. Funds. According to paragraph 2 of Art. 18 of Law No. 7, they can only be abolished by a court decision. The grounds for a fund to terminate its activities are:
  • lack of funds and/or property for the normal functioning of the fund and the lack of sources from which such funds could be obtained;
  • impossibility of realizing the goals for which the NPO was created, provided that they cannot be changed by introducing constituent documents appropriate adjustments;
  • carrying out activities by the fund that contradict its statutory goals, etc.
  1. Branches of a foreign NPO that has non-governmental status. According to clause 2.1 of Art. 18 of Law No. 7, the grounds for their liquidation may be:
  • liquidation of the parent non-governmental foreign NPO;
  • failure to provide information required by law;
  • discrepancy between the activities of the association and the goals of its creation, as well as information provided in accordance with the law.

Sample protocol on liquidation of a non-profit organization

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

PROTOCOL

general meeting of participants

NPO "Center for Personal Development"

01/10/2019 Yaroslavl

Agendas:

  1. On the election of the chairman and secretary of the meeting.
  2. On the liquidation of the company.
  3. On the creation of a liquidation commission.
  4. On the appointment of the chairman of the liquidation commission.
  5. On setting a period for liquidation.
  1. On the first issue - about the election of A. I. Gutov as chairman of the meeting, and A. P. Ermolina as secretary.
  2. On the second question - about the inexpediency further activities NPOs and the decision to liquidate.
  3. On the third issue - about the creation of a liquidation commission consisting of three people:
  4. On the fourth issue - about the appointment of Anton Ivanovich Gutov as chairman of the liquidation commission.
  5. On the fifth issue - about setting the liquidation deadline until July 10, 2019.
  1. Elect A.N. Gutov as chairman of the meeting, A.P. Ermolin as secretary.
  2. Liquidate NPOs.
    Voting results: for - 3; against - 0; abstained - 0.
  3. Create a liquidation commission consisting of three people:
    • Gutov Anton Ivanovich - director.
    • Ermolin Alexey Petrovich - chief engineer.
    • Odushkina Valentina Borisovna - chief accountant.
  4. Appoint Anton Ivanovich Gutov as chairman of the liquidation commission.
    Voting results: for - 3; against - 0; abstained - 0.
  5. Set the liquidation deadline to December 10, 2018.
    Voting results: for - 3; against - 0; abstained - 0.

All issues on the agenda have been considered.

Chairman of the meeting /Gutov/ A. I. Gutov

Secretary of the meeting /Ermolin/ A. P. Ermolin

Liquidation of a non-profit organization by court decision

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

These bodies include:

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

With a statement on the liquidation of the all-Russian social movement or NPO international level Only the Prosecutor General of the Russian Federation can apply (Part 3 of Article 44 of the Law “On Public...” dated May 19, 1995 No. 82). The prosecutor of a constituent entity of the Federation may file a corresponding application in relation to regional and local NPOs (Clause 1.1, Article 18 of Law No. 7). Prosecutors of cities and districts do not have the right to take such an initiative. Branches of the Russian Ministry of Justice have similar rights.

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

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

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

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