The procedure for the phased liquidation of a non-profit organization. Liquidation of a public organization step by step instructions

The liquidation of an NPO implies the absolute cessation of the existence of this organization without the possibility of transferring rights to it to another entity. After this procedure, the non-profit organization ceases to exist as legal entity.

An NPO differs in its activities from other commercial legal entities, therefore liquidation has a number of features and differences.

Activities of a non-profit organization

NPOs are characterized by entrepreneurial activities, namely:

• services, production of goods;
• purchase and sale of company assets;
• realization of rights related to property;
• contributions to business companies and partnerships;

With regard to profit, a non-profit enterprise is not distributed among the members of the organization, as it goes to fulfill the goals set when the NPO was created. Participants have the right to send the earned funds to charitable foundations.

For public associations there is a restriction on the conduct entrepreneurial activity- territorial. This means that the organization must conduct its activities exclusively in one subject of the Russian Federation.

The variety of activities of NPOs can be divided into:

• activities carried out by the organization itself;
• activities that are carried out by the creation and participation in commercial organizations.

Considering the second case, questions may arise as to whether it would be legal for an NPO to participate in commercial organization or buy its shares. Yes, it is legal if all profits are directed to the goals for which the non-profit organization was created.

For some types of NPOs, the legislation establishes restrictions on entrepreneurship. By law, organizations are prohibited from drawing up and signing an agreement joint work(agreement of simple partnerships) for the sake of entrepreneurial activity.

In a situation where the profits from entrepreneurial activity are only enough to maintain the existence of the organization, and the documents confirm that this is contrary to the charter, the NPO may be subject to verification by the Ministry of Justice of the Russian Federation. The Ministry or other bodies have the right to demand in judicial order liquidate this organization, since the achievement of the goals prescribed in the charter does not occur.

From this we can conclude that even if the profit of an NPO is small, it is necessary to continue the activities for which the organization was created. Programs, promotions, events in this case will be held at the expense of participants or sponsors.

Decision to liquidate an NPO

In order to make a decision on the liquidation of the fund, it is necessary to submit an application to the court by the participants of the organization themselves. For other NGOs, they can also be liquidated through the courts. Violating the law or the charter of the organization, the NPO will receive a warning issued by the Ministry of Justice or a resolution calling for the elimination of problems from the prosecutor.

More than two warnings or grants - the possibility of liquidation non-profit organization through the court.

Step-by-step instruction

The liquidation of an NPO takes place in the following sequence:

• Creation of a general meeting to decide on the liquidation;
• Search for a liquidator and his appointment. A person or a group of persons () is appointed as a liquidator. After that, the meeting must be recorded and signed by the participants.
• Within three days, you must contact the registration authority and submit an application with form PH0005, minutes of the meeting, notification of the appointment of a liquidator or commission (form PH0006) and photocopies of the following documents: tax registration certificate, TIN, extract from the USR, documents, identifying participants, an order to appoint an accountant, the charter of the NPO. Such a set of documents must be sent to the Ministry of Justice, the Social Insurance Fund and the pension fund. Further, the verified documents are sent to the tax office and the liquidation of the NPO begins.
• Creation of a message for the “Bulletin of state registration” about the termination of the NPO for all those interested in its activities. You must provide contact details, addresses, debts and, most importantly, the name of the non-profit organization. This is necessary in order to be able to contact the organization and clarify claims and problems. The liquidator or the commission must keep documents on the publication of this information in the media, namely the number of the publication and the message itself.
• The next step is to draw up an ILB (interim liquidation balance sheet). It is necessary in order to bring together all the data on assets and liabilities. The balance sheet is approved by the body that made the decision to liquidate. Compilation of the PLB will facilitate the tax check and systematize all the data. The notice of the balance sheet is drawn up on the form PH0007 and sent to the IFTS.
• After you need to pay off creditors, if there are debts. Money is paid first to employees, then to funds and banks, individuals and legal entities. If there is a shortage of capital, the liquidator has the right to sell the NCO's property to pay off debts. The remaining property is divided by the employees of the organization, or it goes to the state.
• Drawing up a liquidation balance sheet. If there are no debts, then it will be identical to the intermediate one.
• Next, the state duty is paid - 800 rubles for legal entities. The absence of this fee indicates bankruptcy.
• The penultimate step - the NPO is excluded from the Unified State Register of Legal Entities. This is the most significant moment in the liquidation. It is necessary to submit to the registration authority the form PH0008 in the original, a protocol on the preparation of the liquidation balance sheet, a document on the payment of state duty, a court opinion, a registration certificate, a document on the destruction of all seals of the organization. The entire package of documents is submitted by the liquidator.
• The very liquidation of NCOs is in the order of the court.

Liquidation of NCOs through the court

As mentioned earlier, the decision on whether or not to liquidate a non-profit organization can be made by the participants, the registration authority, the court. The last two cases are related to forced liquidation. If the court made a decision to terminate any action, then this is mandatory.

The stages and procedure for liquidation are regulated by civil law, and the decision on further activities accepted exclusively by the founders.

In the case when violations of the law have been established, or a legal entity is unable to repay the debt, the fate of the NPO is decided by the state, namely the court.

It is necessary to send a claim in order to notify the court when its decision is needed. This is not an economic dispute, so the claim must come from a specially authorized person. In case of violation of the right, this person becomes the state authorities and the municipality. If the rights of creditors are violated, it follows. In both cases, the legal entity is the defendant and must provide facts, evidence as a refutation of the plaintiff's position. After considering all the materials of the case, the court makes a decision.

When clarifying violations by the NCO in relation to the creditor, the court may take one of two decisions:

• forcibly liquidate the organization;
• apply the first bankruptcy procedure;

The liquidation of a non-profit organization by the court is regulated by the norms of substantive and procedural legislation. In order to find out the grounds for forced liquidation, you need to refer to the Civil Code.

The Arbitration Procedure Code contains issues related to the content and filing of a claim, the identification of jurisdiction and the consideration of a liquidation case. It also describes the rules on the basis of which the decisions made are contested. also disputes of legal entities.

Liquidation by the Ministry of Justice

An NPO, upon liquidation, is required to submit a package of documents to the Ministry of Justice. After follows, in contrast to tax service, a deep check of the legitimacy of the reasons for the termination of activities.

Price

As mentioned earlier, when liquidating a non-profit organization, it is necessary to pay a state duty in the amount of 800 rubles. This will be the only fee if the liquidation is carried out by the NPO itself. When attracting highly qualified lawyers, the price increases to one hundred thousand rubles per major cities and up to eighty in the regions.

Responsibility

The founder of a legal entity is not responsible for the obligations of the legal entity itself and vice versa - general rule. But there are certain exceptions. For example, the additional responsibility of NCO owners.

Employees of the organization bear a number of responsibilities: administrative, tax, civil and criminal. The chief executive is obligated to act honestly and reasonably only in the interests of the legal entity he represents. (Clause 3, Article 53 of the Civil Code of the Russian Federation) As a result, the managing person bears full responsibility for costs, losses, damage caused to the organization (Resolution of the Tenth Arbitration Court of Appeal dated March 23, 2015 No. 10AP-18605/2014).

Challenging the wrongful liquidation of an NPO

Only legislation establishes the procedure for appealing against a decision to liquidate an NPO. Persons interested in the activities of the organization have the right to appeal the decision in court. If the illegality of the decision was revealed, the state undertakes to pay the organization all the costs and losses incurred. During the decision, one should be guided not only by the law, but also by moral and ethical factors.

Consequences of the liquidation of a non-profit organization

The main consequence is the termination of any activity of a non-profit organization. If the procedure took place voluntarily, then this directly corresponds to the desires of the participants to close the organization.

Another consequence is the loss of property. As mentioned earlier, this will only happen if the capital of the NPO is insufficient to repay debts and loans. In the event that the liquidation took place on the basis of a prosecutor's decision, the NPO will lose funds and the goals of creation will not be achieved.

The result for all forms of liquidation will be the exclusion of the organization from the state register of legal entities.

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

Closure of a non-profit organization: initiators, causes and consequences

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

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

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

• Systematic violation of the law.
• Unwillingness to make amends.
• Incorrectly carried out registration procedure for NCOs, etc.

In addition, the cause may be bankruptcy, lawsuits from pension fund, creditors and other interested parties who have suffered damage.

Liquidation of a non-profit public organization: procedure

If we draw a parallel between the closure of a commercial legal entity and an NPO, we can see many similarities. However, there are some peculiarities. We will sequentially analyze each step in the implementation of this procedure:

1. Deciding on liquidation. As a rule, the management of the organization is responsible for this. However, a meeting of key persons must be held with mandatory recording. The protocol is sealed with the signatures of the participants. Next, a liquidation commission is created or a liquidator is determined in singular, which assumes obligations to close the NPO.
2. The next step is to notify the relevant authorities of the decision. First of all, an application is submitted in the form РН0005 with an attached copy of the minutes of the meeting, a certificate of registration, copies of the founders' passports, an extract from the Unified State Register of Legal Entities and a certified decision. One of the features of the process and the main difference is the fact that in addition to the registration authority, all kinds of non-budgetary funds and other organizations, a notification is sent to the Department of the Ministry of Justice without fail. Recall that the usual legal individuals are not required to do so.
3. Further, creditors and debtors of the company are notified, who, within two months after receiving the notification, have the right to file property claims against the NCO in court.
4. An intermediate balance is created. When liquidation of an autonomous non-profit organization, which did not conduct entrepreneurial activities, this procedure is quite simple, since it does not include fixing the movement of funds on accounts. For the same reason, quite often the tax authorities refuse to conduct on-site inspections.
5. The next stage is settlement with creditors and employees of the organization in accordance with the Labor and Civil Code of the Russian Federation.
6. After all debt obligations are fully repaid, the final liquidation balance sheet is drawn up. It is this document that is the main basis for the official closure of the NPO.

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

The last stage of liquidation of a non-profit organization

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

We hope that step-by-step instruction on the liquidation of NGOs in 2017 will help you solve the issue of closing without unnecessary delay and time costs. If you are not the initiator of this event, you should also know that you have the opportunity to cancel the forced liquidation by providing substantial grounds for this to the court.

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

N 129-FZ "On state registration of legal entities and individual entrepreneurs» The following documents are submitted to the Department: 1. Notification of the commencement of the procedure for the liquidation of a legal entity in the form RN 0005, approved by the Decree of the Government of the Russian Federation dated April 15, 2006. No. 212 “On measures to implement certain provisions of federal laws regulating the activities of non-profit organizations” (two copies); 2. Notification of the formation of a liquidation commission with the attachment of information about the head of the liquidation commission (liquidator) in the form No. РН0006, approved by Decree of the Government of the Russian Federation of April 15, 2006 No. 212 “On measures to implement certain provisions of federal laws regulating the activities of non-profit organizations” (in duplicate); 3.

Liquidation of a non-profit organization

Important

The task of the PLB is to identify all articles financial activities and lead to the creation of a "zero" balance. During the liquidation process, it is possible to make several PLBs, depending on the duration and complexity of the procedure.

Full settlement The final settlement with creditors, personnel, participants, as well as the payment of liabilities arising in the process of liquidation, is made after the provision of an interim balance sheet to the FRS. Based on the results of the calculations, the liquidation commission must draw up a liquidation balance sheet, all items of which are equal to zero.

If the organization does not have enough funds to cover all obligations, the company can proceed to the procedure for selling property. Watch a video about the features of accounting for non-profit organizations Dismissal of personnel The decision of the liquidation commission is made to dismiss employees.
The protocol is endorsed by the founders.

How is the liquidation of a non-profit organization carried out

In the course of their functioning, non-profit organizations, like other legal entities, are often liquidated. However, due to the fact that NCOs have a different management structure and do not pursue their goal of making a profit, the procedure for terminating their functioning has a number of specific features.

• General information
• Procedure for the liquidation of a non-commercial public organization

This process is regulated by civil law, and the process itself can be carried out by the founders voluntarily or by a court decision.
A non-profit organization (NPO) is an association formed to achieve certain goals of a social, civil law or charitable nature that are not related to making a profit (Article 2 of the Federal Law-7). If an NPO does receive income, it is not distributed among its founders, but is spent for the purposes specified in the charter of the organization.

Liquidation of NGOs

Attention

Notification on the preparation of an interim liquidation balance sheet of a non-profit organization Stage 3 of liquidation After completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the founders (participants) of the non-profit organization or the body that made the decision to liquidate the non-profit organization. At stage 3, in accordance with Art. 21 federal law from 08.08.2001

Liquidation of a non-profit organization, procedure and methods for closing an NGO

Liquidation procedure public association in the form of a public organization and social movement, charitable foundation, non-profit partnership, private educational institution, an autonomous non-profit organization, an association of legal entities in the form of an association and a union has a number of features depending on the legal form of the non-profit organization. Options for the liquidation of non-profit organizations of various types are specified in the legislation of the Russian Federation on non-profit organizations.
These five ways to close a non-profit and public organization are not universal for any type of NPO. Thus, the liquidation of a non-profit organization can be carried out in various ways.

Liquidation of LLC in 2017 - step by step instructions

The liquidation commission takes measures to identify creditors and collect receivables, and also notifies creditors in writing of the liquidation of a legal entity. After the deadline for submitting claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the property of the legal entity being liquidated, the list of claims submitted by creditors, as well as the results of their consideration.
The interim liquidation balance sheet is approved by the founders (participants) of the legal entity or by the body that made the decision to liquidate the legal entity. In cases established by law, the interim liquidation balance sheet is approved in agreement with the authorized state body.
At stage 2, the following documents are submitted: 1.

Liquidation LLC

The announcement must be published in the State Registration Bulletin. To do this, the following documents must be submitted to the Bulletin:

• Application form for publication (2 copies);
• Cover letter (2 copies);
• Decision on liquidation and appointment of a liquidator or a liquidation commission;
• confirmation of payment for publication (you can confirm it with a check or receipt).

• At this stage, it is necessary to notify creditors of your decision to close the LLC. This is one of the most milestones for those companies that have been operating and have outstanding obligations and debts to creditors.

  Notification takes place as follows - each known creditor is sent a registered letter or a letter by courier, the letter must be with a return receipt, because.

Liquidation LLC step by step instructions in 2017

Fill out Form P15001 online<< Заполнить Форму Р16001 онлайн <<

• State registration certificate (OGRN certificate);
• Certificate of registration with the tax authority (TIN certificate);
• Extract from the Unified State Register of Legal Entities;
• Charter;
• Founders agreement (if there are several founders);
• Information about statistics codes;
• A copy of the passport and TIN number of the liquidator or all members of the liquidation commission, the general director, participants in the legal entity;
• Seal of LLC;
• Receipt of payment of the state duty for the liquidation of the company (800 rubles).

Stages of liquidation of an LLC In this manual, we want to highlight all the steps that must be completed in order to successfully liquidate a limited liability company.

404

But in reality, this is absolutely not the case, because this process must be carried out competently, in strict accordance with the law. The dismissal of employees during the liquidation of an LLC is a very delicate moment, and in order not to earn an additional headache, it is in the interests of the entrepreneur himself to do everything so as not to violate the law.

The Labor Code of the Russian Federation contains information on this issue, not even so much information as precise instructions. Consider the process of dismissal of employees of a liquidated LLC in more detail.

The Labor Code of the Russian Federation states that an employer has the right to dismiss all employees upon liquidation of an LLC, i.e. all categories of employees are subject to dismissal, and even those who are on maternity leave or vacation at the time of liquidation. Despite this, certain rights of employees must be respected upon dismissal.

Notification of a decision to liquidate a non-profit organization shall be sent to the Directorate of the Ministry of Justice of the Russian Federation for the region of registration of the NPO (hereinafter referred to as the Directorate) in the form approved by Decree of the Government of the Russian Federation dated April 15, 2006 No. 212 “On measures to implement certain provisions of federal laws regulating activity of non-commercial organizations”, with the protocol with the adopted decision on liquidation attached. In accordance with paragraph 3 of Article 18 of the Law, the founders (participants) of a non-profit organization or the body that made the decision to liquidate the non-profit organization appoint a liquidation commission (liquidator) and establish the procedure and terms for the liquidation of the NPO. At stage 1, in accordance with Art. 20 of the Federal Law of 08.08.2001

Liquidation of a public organization step by step instructions

The procedure for the official liquidation of a non-profit organization by decision of the judicial authorities (arbitration court) on the basis of documents submitted by the Office of the Ministry of Justice is regulated by the Federal Law "On Non-Profit Organizations" and the internal regulations of the Ministry of Justice. The liquidation of an NPO by a court decision is carried out without representatives of the non-profit organization. The Ministry of Justice may take the initiative to take a decision on the liquidation of an NPO if the non-profit organization does not actually carry out its statutory activities. On the basis of documents confirming the fact that there is no NCO activity, the court may decide to officially close the NCO and exclude the company from the register of existing legal entities.
The legislation defines vicarious liability. Note: Public associations, as an organizational and legal form, include political parties, public institutions, public funds, various public movements and bodies of public amateur performance.

Info

The law also mentions the existence of foreign NGOs registered outside the state. The essence of the activity The main essence of the creation of a non-profit organization is the activity, the purpose of which is not to extract profit and distribute it among the founders, owners or participants.