Liquidation of a public association in Russia. Non-Profit Organization Phase-out Procedure

Constitution Russian Federation gives every citizen the right to form public organizations. It does not require the consent of the authorities. state power. Also, any association can be liquidated. In this case, the process is subject to the rules of liquidation of legal entities.

Any citizen can learn how to create, reorganize or liquidate a public association from the Constitution of Russia and federal legislation ().

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A public organization is an association of a group of persons on a voluntary basis. They do not pursue the goals of obtaining benefits in the course of work. However, they united in order to protect their own interests and achieve goals.

Public organizations can be in the form of:

• political parties;
• civil associations;
• trade unions;
• other forms.

If an organization needs to stop functioning, then this can be done using:

When a mark in the state register on the registration of the association, the termination of activities can be carried out freely, without additional procedures. In the event of a voluntary termination of activities, a meeting is held at which the issue of liquidation is discussed.

There are several reasons why a court may rule.

These include:

• violation of the rights and freedoms of citizens;
• disregard for the Constitution of the Russian Federation and the laws of Russia;
• conducting activities without specifying it in the charter;
• ignoring the shortcomings indicated by the federal registration authority or its department.

If an alternative method of termination is chosen, then the members of the association can voluntarily choose to reorganize or merge.

General provisions

The decision to liquidate must have a legal basis. It is important to know the procedure for the liquidation of a non-profit public organization which are required for the procedure.

Solution and Documents

The decision to liquidate legal entities is made by the general meeting of participants. It is supreme body management. The charter of the association announces the procedure for holding the meeting, the course of voting and the number of votes required to make a decision.

All actions are recorded in the minutes and reflected in accordance with the agenda plan. At the end of the meeting, a decision is signed, which will be sent to the state register.

According to the rules of the meeting, a liquidation commission or a liquidating person must be elected. If the closure process has begun, then it is they who lead the association. In this case, the person or the commission may establish the term and procedure for closing.

On initial stage process they make a message in the means mass media on the termination of the activities of the association.

When notifying the state register of the termination of activities, the liquidator must write an application and prepare a package of documents.

It also announces:

• Ministry of Justice;
• Social Insurance Fund;
• Pension Fund;
• Employment services (for associations with a large number of employees).

A prerequisite is the completion of a notification form, which must be submitted to various institutions.

In this case, the following forms of documents are required:

• about the beginning of liquidation;
• about choosing or ;
• about approval;
• on state registration regarding liquidation.

Also, additional papers, originals or certified copies must be attached to the application.

Copies of the following must be attached to the original decision on liquidation:

• charter;
• tax registration certificates;
• extracts from the unified state register of legal entities;
• passports of members of the liquidation commission.

An interim balance sheet is required. Upon completion of the preparation of documents, a liquidation balance sheet and a receipt for the paid state duty are provided.

Legal basis

The activities of public organizations are regulated by the Constitution of the Russian Federation and Federal Law No. 82. They also provide for the procedure for the creation, registration and liquidation of non-profit structures.

Any association has equal rights and obligations under the law. Equality is also observed between the management and members of the organization. Membership is available for both individuals and legal entities who have reached 18 years of age.

Leadership should be exercised by an elected body. He controls the observance of the rights of members of society and is liable for his actions.

Among the mandatory requirements for a public organization, the presence of a charter is distinguished. They reserve the right to have symbols.

Registration of a company is carried out on a voluntary basis. However, if members of the NGO want to obtain the status of a legal entity, then they cannot do without the procedure for entering it into the register.

Voluntary non-profit organizations include:

• political parties;
• mass social movements;
• trade unions, etc.

They carry out their activities without the influence of the state. At the same time, in their work they are equal to the constitutional principles of freedom, publicity, legality.

Stages

The step-by-step instruction for the liquidation of a public organization in 2019 consists of the following points:

Reservations for the liquidation of a public organization

There are some subtleties in the liquidation process public association. They are due to the fact that there may be controversial points, prohibitions. In some cases, liquidation is carried out by intermediary firms.

It implies the mandatory participation of the state in the form of the presence of a representative of state bodies in the composition of the liquidation commission.

Division of LLC into two enterprises: step-by-step instruction given by .

intermediary firm

Sometimes documents on the activities of an institution or accounting not available to the members of the organization. In some cases, the founder does not have the desire, ability or sufficient knowledge to liquidate the association. Experts who provide services in this area can come to the rescue.

Firms-intermediaries can prepare a plan to terminate the activities of the association for a fee.

They can offer several options for the process:

• by the most in a simple way liquidation is the closure of an organization that has not been operating for more than a year. In this case, the initiative comes from the Ministry of Justice.
• An organization seeking liquidation due to debt may be declared bankrupt. In this case, the procedure is legal.
• If there are no debts, then the standard exit plan is used. The procedure is carried out within 4-6 months.
• During liquidation with reorganization or change of leadership, power and documents are transferred into the hands of other people. Often this method is resorted to by violators of the law.

It is important to remember that intermediary firms only assist in the preparation of the liquidation process. All responsibility still lies with the leadership of the association.

Challenging

The liquidation process that has started cannot be stopped. But in some cases, it is allowed to make changes during the termination procedure.

When considering cases by arbitration courts, the policy is similar. They are not in favor of the forced termination of the organization.

Mandatory liquidation by the court can only occur if serious violations are found. In addition, the law does not regulate the procedure for canceling a decision to terminate activities made at a general meeting.

Despite this, care must be taken to make a mark in the Unified State Register of Legal Entities. It is also possible not to complete the liquidation procedure without providing a balance sheet or statement.

Challenging liquidation is permitted by law.

The procedure for its implementation is provided in the event of:

• voluntary decision to terminate activities;
• forced liquidation by court order.

Among the grounds for contestation, there is a violation of the rights of creditors who were not informed of the desire to end the activities of the association through publication in the media. In case of disagreement with the decision of the court, an appeal procedure may also begin.

The process takes place in court.

You must also attach the following documents:

An application for invalidating the liquidation or suspending the process may come from persons whose rights were violated during the termination of activities

Prohibitions

A ban on the activities of a public association may be imposed in accordance with Article 44 of the Federal Law “On Public Associations”.

There are some grounds that can lead to liquidation in this case:

• If the rights and freedoms of citizens are violated by an organization or its members, a ban may be imposed.
• Liquidation may occur as a result of ignoring or violating the Constitution of the Russian Federation, laws based on it, federal or other legislation. Also, a ban is imposed in case of non-compliance with the charter of the association.
• If violations have been identified in the activities of the organization by the Ministry of Justice or a territorial body, they must be eliminated. Otherwise, the organization can be liquidated.

The case may be considered:

• the supreme court of the republic;
• regional court;
• the regional court;
• the court of a city of federal significance;
• the court of the autonomous region;
• Autonomous District Court.

If an international or all-Russian association is liquidated, then an application to the court is filed by Attorney General Russian Federation or the Ministry of Justice. At the level of subjects, such an opportunity is available to the prosecutor of the region and territorial authority federal body of state registration.

If an association wishes to appeal a court decision, the right is granted on the basis of:

• Law of the Russian Federation of April 27, 1993 No. 4866-1 "On appealing to the court of actions and decisions that violate the rights and freedoms of citizens."
• Civil Procedure Code of the Russian Federation.

When canceling the decision on liquidation, the state must compensate all losses to the association. Funds for reimbursement are taken from the treasury of the Russian Federation, regional and municipal treasuries.

Reasons for elimination

Liquidation of an organization legal entity can be made with:

• gross violations that are noted even at the stage of the creation of the association;
• conducting activities prohibited by the laws of Russia;
• lack of a license for the activities carried out (educational, medical);
• violations of the rights and freedoms of a citizen, state legislation.

There are some features of the termination of the activities of religious associations by a court decision.

These include:

• violation of security and order in society;
• actions equated to extremist;
• inclination of people to the destruction of the family;
• encroachment on the rights and freedoms of the individual;
• infliction of moral and physical harm with the help of hypnosis, drugs, psychotropic drugs, indecent acts;
• incitement to suicide and abandonment medical care in serious condition due to religious affiliation;
• introduction of a ban on education;
• coercion to renounce property in favor of the association;
• forcible ban on leaving the organization;
• call to break the law.

Political parties are liquidated for reasons common to non-profit organizations.

But there are other factors that affect the termination of their activities:

• extremist actions;
• inclusion of the party in state authorities, local government, RF Armed Forces, law enforcement system;
• intervention in the educational system;
• entry into the party of members whose number is not enough for its existence.

The Basic Law of the State (KRF) guarantees everyone the right to create public organizations (hereinafter referred to as NGOs) at their own discretion without prior agreement of the authorities and local self-government. Associations are subject to mandatory state registration and acquire the status of a legal entity (hereinafter - LE).

The procedure for the liquidation of a registered NGO does not differ from the procedure for the liquidation of any other legal entity. faces. But there are a number of features. For example, a public association can exist without registration. In this case, it does not acquire the rights of a legal entity and does not need to be liquidated.

Legal bases of activity

The creation, registration, operation and liquidation of an NGO is regulated by the CRF and Federal Law No. 82. A public organization is a membership-based organization created on the basis of joint activities voluntary association of people. Such associations are created to protect legitimate rights and interests.

Public organizations, regardless of their form, are equal before the law.

Similar equality applies to members of the NGO: founders and founders have the same rights as people who have received membership. Public organizations are not engaged in commercial or government activities. One of distinctive features- membership in such associations can be obtained by both legal entities and individuals (FL).

The public organization is managed by an elected body. He is engaged in the implementation of rights and is responsible for his activities. Only persons who have reached the age of 18 can be members of the NGO. One of the main obligations of an NGO is to have a charter. As for law, a public organization may have its own symbols. Registration is voluntary only.

If members and founders want the association to acquire the status of a legal entity, then registration is required.

Community organizations include:

• political parties;
• mass social movements;
• trade unions, etc.

The founders of an NGO can be individuals and legal entities. Membership is provided according to a similar principle, with only one condition - the legal entity must go through the state registration procedure.

One of the most important conditions determining the status of NGOs is the fact that the state does not participate in their activities.

Authorized bodies and public organizations observe the principle of non-interference in each other's work. The activities of the NGO are also based on the constitutional principles of freedom, openness and legality. Public organizations have a number of tax benefits that are provided by the state, but it, in turn, establishes certain requirements for the statutory documents of NGOs.

Goals

The main goal pursued by a public association is to protect the rights and interests of its members. For example, for a political party, this is an expression of the will of its members and participation in the formation of government bodies.

But mass social movements pursue not only political goals.

Their members do not have a fixed membership. The purpose of the existence of trade unions is to protect the social and labor rights of their members.

Legislation

The activities of public organizations are regulated following n-p acts:

• Federal Law "On public associations";
• Federal Law "On state registration of legal entities";
• TK RF.

The legislative acts that regulate the procedure for the creation, operation and liquidation of NGOs include a number of legal documents aimed at countering extremist activities in the country. The sources of law in this case can also include laws that establish the procedure for the activities of political parties, social movements and trade unions.

Termination Options

You can liquidate a public association:

• voluntarily;
• by force;
• in an alternative way.

Completion of activities on a voluntary basis provides for a meeting of the founders of the organization (party congress) and the adoption of an agreement on liquidation. Compulsory order involves liquidation by a court decision. It can be issued only if the NGO did not adhere to the conditions specified in Art. 44 Federal Law No. 82.

Alternative liquidation is always voluntary. In this case, the founders of the public association decide for themselves whether they themselves will participate in the liquidation procedure or whether they need a representative. An intermediary between the government agencies involved in the closure of the NGO and the founders can be a company providing turnkey liquidation services or a competent lawyer.

Liquidation of a public organization: step by step instructions

Upon liquidation, the NGO must cease to exist as a legal entity and as a participant in civil law relations.

The order to complete the activity is as follows:

1. At the first stage, a meeting of participants is held, at which decisions on liquidation are made. If the organization has the status of a legal entity and the statutory documents do not provide otherwise, its liquidation will be lawful if there is a recorded consent of the founders.
2. The founder(s) who made the decision to terminate the activity appoint a liquidator or a liquidation commission (hereinafter referred to as the LC). When appointing them, they are obliged to take into account the wishes of all members of the NGO, since their right to take part in all aspects of the activities of the association cannot be violated.
3. The order and terms of liquidation are established by the LC immediately after the appointment. This rule also applies to commissions that are invited from outside during the alternative termination of the activities of a public association.
4. Members of the LC in the media a message about the liquidation and the time limits for filing claims. Lenders and other persons who may have claims against the organization can present them only thanks to this notice. The deadlines for submitting claims must be met even if the organization has no debts to third parties.
5. The PF, the FSS, the Federal Tax Service Inspectorate of the Russian Federation, as well as the relevant department of the Ministry of Justice are notified of the adoption of a liquidation decision.
6. Written notices are sent to creditors about the termination of the organization's activities. This is done in order to prove compliance with the procedure if creditors who have not filed their claims on time try to apply to the court for recovery. It is preferable to send notification letters.
7. After all the stages associated with the notification of third parties and government agencies have been completed, the LC proceeds to the compilation (hereinafter referred to as the PLB). It should reflect all the assets and liabilities of the association. The document is subject to agreement with the management of the organization, the PLB is certified by the body that made the decision to liquidate.
8. The next stage is the satisfaction of creditors' claims.
9. Compilation of the residual LB. The procedure for its approval is similar to the regulations provided for the interim liquidation balance sheet. Both documents are recorded according to the appropriate protocol.
10. The penultimate stage -. If the charter specifies where or to whom the remains of the property should go, then the provisions of the title document are used; otherwise, a congress or meeting of participants is held.
11. The property is distributed by the founders of the company. If the members of the NGO cannot agree on the issue of distribution, they have the right to refer the case to the court for consideration.
12. If the organization had the status of a legal entity, it must be excluded from the ERUL.

After entering into the registry a message about the liquidation of the OO, the procedure can be considered complete. Structural divisions terminate their activities in the event of liquidation of the parent company.

Meeting, decision, liquidators

In order to start the liquidation process, it is initially necessary to hold a meeting. All members of the organization must be invited to it.

The liquidation agreement is considered valid if 100% of the meeting participants voted “for”.

Very often, in practice, the statutes reduce this number to two-thirds of the total number of those present.

A public organization with the status of a legal entity may be liquidated by the consent of the founders. When the founder is alone, his sole decision is made, unless otherwise provided by the statute. The progress of the meeting is recorded in minutes. At the meeting, the LC is formed and the procedure for its activities is established.

The initials of the members of the created commission are indicated in the minutes of the meeting (congress). The founders or founders of the organization can be members of the LC. This commission becomes the legal representative of the NGO in courts and state bodies. In its work, it should be based on the provisions of the Civil Code of the Russian Federation.

Submission of documents

After the creation or attachment from the outside of the LC, the commission is entrusted with the obligations associated with the formation and submission of documents to various authorities. Members of this commission are engaged in the placement of publications in the media. In addition, they must send notifications to government agencies. Forms P15001 and P15002 are used for this.

All messages are sent before the drafting of the PLB. A particularly thorough check of documents will be carried out by the Department of the Ministry of Justice. This is largely justified by the fact that this body is engaged in the registration of legal entities. persons, as well as making changes to the Unified Register of Legal Entities.

PLB, calculations

After the completion of the stage of filing documents and publication of notices of liquidation and after the expiration of the period established for submitting claims to the PA, the liquidation commission draws up an interim balance of expenses and receipts. The draft document is subject to approval by the tax office and certification by the management of the association (the body that made the decision to liquidate).

After fixing the fact of accepting the balance sheet in the minutes, the claims of creditors and other interested parties are satisfied.

First of all, the payment of debts to non-budgetary organizations (pension fund and FSS), as well as to tax authorities, takes place. Then they satisfy the requirements of legal entities and individuals. If the association's capital is insufficient to pay off debts, its property is sold.

The owner of the secondary capital will be responsible for carrying out this procedure. If the funds received are not enough to cover the debts, creditors can apply to the court with requirements to the owner to sell the property. The residual LB is compiled and certified according to a similar algorithm.

Terms and cost

The period of liquidation and the cost of the procedure depend on the method of termination of the activity. The minimum period of official liquidation is 3 months. The smallest costs will be borne by organizations that choose voluntary termination of activities with the formation of their own LC. The cheapest way, but not the fastest.

Great alternative solutions are:

• liquidation through a management company ( term - about 3 weeks; cost - 20-30 thousand rubles);
• (term - more than 1 month; cost - 30-35 thousand rubles).

Alternative liquidation is always a temporary solution to the problem. After its completion, no changes are made to the USR, which means that creditors can present their claims at any time. This good way terminate the activities of an NGO that has not been registered as a legal entity.

The best way to liquidate an association that was registered with the Ministry of Justice is official.

Completion of activities in this vein with the participation of an intermediary company takes 3-6 months and can cost 25-50 thousand rubles. Representation of interests in case of bankruptcy is the most expensive - the maximum amount can be 200 thousand rubles, and the process itself will last 6-8 months.

Can I stop or challenge the procedure?

The liquidation procedure can be challenged and stopped in judicial order. In most cases, the challenge is resorted to by creditors who were unable to present their claims due to the fact that the LK ignored the stage of publishing a message about the termination of activities in the media.

The court, after evaluating all the factual data in the case, may declare the liquidation procedure invalid.

The claim of creditors to sell the owner's property can also be challenged. The legislation provides for the possibility of suspending the liquidation process, but does not indicate in what specific cases this can be applied. It is possible to stop the procedure for closing an NGO without a court decision.

For example, this can be done during the period of time that the alternative liquidation is being carried out, which allows you to prepare for the official end of the activity. most profitable and fast way the liquidation of a public association can be considered the official completion of activities with the participation of an intermediary company.

All the difficulties of the liquidation process apply only to those PAs that have been registered as legal entities. Those associations that were not included in the ERUL may consider the scheme with the independent appointment of a liquidator (liquidation commission) to be the best way to complete the activity.

In accordance with the Constitution of the Russian Federation, every citizen has the right to create any public organizations: this does not even require special permission from the state or local authorities. The liquidation of a public association as a whole takes place in the same way as any legal entity.

The procedure for the creation, reorganization and liquidation of public associations is regulated by the norms of the Constitution of the Russian Federation and the Federal Law "On Public Organizations", more specifically, Chapter II. Registration of the end of the activity of the association is carried out in the manner prescribed by the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs", taking into account the requirements and rules set forth in the Federal Law "On Public Organizations".

What about public associations

A public association is a voluntary entity created on the initiative of citizens who do not receive commercial benefits from their activities, but who, united, want to protect their interests or realize common goals.

These associations include:

• political parties;
• civil associations;
• unions;
• other organizations.

A public organization can terminate its activities in the following ways:

• Voluntary.
• Forced.
• Alternative.

If the association is not registered in the state register, it can terminate its activities at any time without any procedures.

The first option provides for holding a general meeting of the founders of the association, where the issue of terminating the work of the legal entity is raised.

Forcibly, the organization ceases to work by a court decision.

Possible reasons for this decision:

• violation of civil rights and freedoms;
• constant and gross violations of the Constitution of the Russian Federation, other laws of the Russian Federation;
• activities that are not intended statutory documents;
• the absence of corrections of violations in work within the period specified by the federal registration authority or its structural subdivision.

Alternative liquidation always takes place on a voluntary basis. This method involves a reorganization or merger.

Stages of termination of activities

The step-by-step instruction for the liquidation of a public organization registered in the state register looks like this:

1. First, a decision is made to terminate the activities of the association. It is approved at the general meeting of participants and drawn up in minutes.
2. Together with the decision on liquidation, the composition and rules of work of the liquidation commission are approved. Its members are empowered to regulate the activities of the society until the completion of its work.
3. The liquidation commission submits an announcement to the special printed publication "Bulletin of the State Register" within three days from the date of the relevant decision. This procedure is carried out to notify all creditors: it is from the date of publication that they are given two months to submit their claims;
4. The decision to complete the work is notified to the body that made the decision on registration. This must also be done within three working days from the date of the decision. For notification, a special form P15001 is used. The signature of the head on it must be notarized.
5. Letters (with notification) on liquidation are sent to creditors.
6. Then the approval takes place at the general meeting of the interim balance sheet. It must contain all the assets and liabilities of the association. It must be agreed before the end of two months from the date of publication of the official notification.

At this stage, the liquidation commission forms the following package of documents:

And submits them to the tax office.

1. At this stage, the claims of creditors are satisfied. If there is not enough money to pay off the obligation, then the property of the association may fall under the sale.
2. After the completion of all calculations, the final liquidation balance sheet is formed. It is also approved at the general meeting.
3. The remaining property is transferred to the purposes approved by the statutory documents of the organization.
4. The entry is excluded from the state register.

And on the sixth day after the submission of documents to the state registration authority, you need to pick up a notice of deregistration and a certificate of exclusion of an entry from the state register.

The order of liquidation of the enterprise: Video