Liquidation of a religious organization step-by-step instructions. Step-by-step instructions for liquidating a non-profit organization

22.09.2019

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:

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

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 on, the process of closing a legal entity officially begins.
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.
Publication in the media of an announcement 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.
Drawing up an interim liquidation balance sheet. It indicates the current financial condition of the organization, its debts and upcoming payments.
Repayment of debts and passive balances.
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.
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, you can submit the official papers of the ANO 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

Benefits of contacting us

UrAdresVIP experts are no strangers to the legal services market for a long time. We have assisted in the liquidation of autonomous non-profit organizations dozens of times, each of which resulted in desired result from the first contact government bodies. Our prices are not the lowest in Moscow. They are rather market driven. But you get a guaranteed result without additional payments.

We will begin working on your question on the day of your consultation. Sign up for it and get answers to your questions today. Our phones: +7 495 120-13-13, 8 495 788-77-13, 8 800 333-13-13.

This type of legal entity, such as a non-profit organization (NPO), is distinguished by the peculiarities of its creation, operation and liquidation. Let's consider the stages of closing an NPO and the procedure in general.

What does the law say about NPOs?

The Civil Code of the Russian Federation defines an NPO as a legal entity that does not have the main goal of its activities to generate profit and does not distribute it among its participants (Article 50 of the Civil Code of the Russian Federation).

If the charter provides for conducting income-generating activities, then the NPO must have sufficient property for this, and its market value must be at least 10 thousand rubles.

The Civil Code of the Russian Federation provides for the creation of NPOs in strictly defined organizational and legal forms (clause 3 of Article 50 of the Civil Code of the Russian Federation), which determine the specifics of their activities in each case.

The functioning of NPOs is regulated by relevant legislation (Federal Law dated January 12, 1996 No. 7-FZ “On Non-Profit Organizations”, Federal Law dated May 19, 1995 No. 82-FZ “On public associations", etc.).

Liquidation of NPOs

Liquidation of NPOs is subject to general rules liquidation of legal entities provided for by the Civil Code of the Russian Federation, but it also has its own specifics.

The grounds for closing an NPO may be:

a voluntary decision on this by the authorized body of the legal entity (if there are no debt property obligations);
for non-operating NPOs and funds - the corresponding court decision;
bankruptcy.

How to close a non-profit organization: step-by-step instructions

In the voluntary liquidation of NPOs, like other legal entities, there are different stages:

founders/participants decide on voluntary liquidation;
they form a liquidation commission;
the registering authority is notified of the liquidation (within 3 days in accordance with Article 20 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration...”) by sending a notification in the approved form;
creditors are notified of the upcoming liquidation;
a corresponding announcement is published in the journal “Bulletin of State Registration”;
an interim liquidation balance sheet is drawn up (it includes information on the composition of the non-profit organization’s property, claims made by creditors and the results of their consideration) and submitted to the registration authority;
settlement with creditors occurs;
are terminated employment contracts with employees and final settlement is made with them;
a liquidation balance sheet is drawn up and, together with necessary package documents are submitted to the registration authority;
After making the appropriate entry in the Unified State Register of Legal Entities, documents on the liquidation of the NPO are obtained.

The registration authority for NPOs is Rosreestr.

The liquidation of NPOs created in the form of funds is carried out exclusively by a court decision on this, made at the request of an interested person or prosecutor.

The procedure for liquidating a non-profit organization

Step by step instructions on the liquidation of NPOs is contained directly in Art. 19 of Law No. 7-FZ “On Non-Profit Organizations” (except for religious organizations and state corporations).

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 entities 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 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 executive body. He, in turn, is obliged to manage the activities of the organization and resolve many issues that should concern the 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 have a mark on it 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 the 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.

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 legal entity. This means that prerequisite To liquidate it, a corresponding entry is made in the Unified State Register of Legal Entities. The dissolution of NPOs is subject to the general rules for terminating the activities of legal entities established by civil law.

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 NPO’s funds 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:

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.
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.
Information about the upcoming liquidation is published in open source- magazine "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.
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 association’s creditors have been notified of its impending dissolution, the liquidation commission takes the following actions:

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).
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.

A final liquidation balance sheet is compiled and submitted to the department of the Ministry of Justice. The remaining assets 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).
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 individual species NGOs exist 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:

Funds. According to paragraph 2 of Art. 18 of Law No. 7, they can only be abolished by a court decision. The grounds for the foundation 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.

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

Protocol general meeting 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:

On the election of the chairman and secretary of the meeting.
On the liquidation of the company.
On the creation of a liquidation commission.
On the appointment of the chairman of the liquidation commission.
On setting a deadline for liquidation.

On the first issue - about the election of A. I. Gutov as chairman of the meeting, and A. P. Ermolina as secretary.
On the second question - about the inexpediency further activities NPOs and the decision to liquidate.
On the third issue - about the creation of a liquidation commission consisting of three people:
On the fourth issue - about the appointment of Anton Ivanovich Gutov as chairman of the liquidation commission.
On the fifth question - about setting the liquidation deadline until July 10, 2019.

Elect A.N. Gutov as chairman of the meeting, A.P. Ermolin as secretary.
Liquidate NPOs.
Voting results: for - 3; against - 0; abstained - 0.
Create a liquidation commission consisting of three people:
- Gutov Anton Ivanovich - director.
- Ermolin Alexey Petrovich - chief engineer.
- Odushkina Valentina Borisovna - chief accountant.
Appoint Anton Ivanovich Gutov as chairman of the liquidation commission.
Voting results: for - 3; against - 0; abstained - 0.
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 clause 3 of Art. 61 Civil Code of the Russian Federation. The association may be abolished in judicial procedure in the event that:

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.

You will also be interested in reading the materials that we wrote specifically for our Zen channel.