Procedure and stages of liquidation of a public organization.

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 the current legislation of the 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, claims from the Pension Fund, creditors and other interested parties who have suffered damage.

Liquidation of a non-profit public organization: procedure

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

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. Further, a liquidation commission is created or a liquidator is determined in the singular, who assumes the obligation to close the NPO.
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 extra-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.
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.
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 audits.
The next stage is settlement with creditors and employees of the organization in accordance with the Labor and Civil Code of the Russian Federation.
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 the step-by-step instructions for liquidating 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 performs useful functions and adheres to the plan.

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 voluntary association of people based on membership, created on the basis of joint activity. 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 the distinguishing features is that both legal entities and individuals (PEs) can obtain membership in such associations.

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 by the following n-p acts:

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

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:

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.
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.
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.
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.
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.
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.
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.
The next stage is the satisfaction of creditors' claims.
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.
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.
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.
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 is a good way to terminate the activities of an NGO that has not been registered as a LE.

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 court. Disputing is resorted to in most cases 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. The most profitable and fastest way to liquidate a public association can be considered the official termination 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.

This type of legal entity, as a non-profit organization (NPO), is distinguished by the features of creation, operation and liquidation. Consider the stages of closing an NPO and the procedure in general.

What does the law say about NGOs?

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

If the charter provides for the conduct of 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 NCOs in strictly defined organizational and legal forms (clause 3, article 50 of the Civil Code of the Russian Federation), which determine the specifics of their activities in each case.

The functioning of NCOs is regulated by the relevant legislation (Federal Law No. 7-FZ of January 12, 1996 “On Non-Commercial Organizations”, Federal Law No. 82-FZ of May 19, 1995 “On Public Associations”, etc.).

Liquidation of NGOs

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

Grounds for closing an NPO can be:

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

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

In the voluntary liquidation of NCOs, as well as other legal entities, the following stages are distinguished:

founders/participants decide on voluntary liquidation;
they form a liquidation commission;
the registration 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 forthcoming liquidation;
an appropriate 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 NCO's property, claims submitted by creditors and the results of their consideration) and submitted to the registration authority;
there is a settlement with creditors;
employment contracts with employees are terminated and final settlements are made with them;
a liquidation balance sheet is drawn up and submitted to the registration authority together with the necessary package of documents;
after making the corresponding entry in the Unified State Register of Legal Entities, documents on the liquidation of the NPO are received.

Rosreestr is the registering body for NPOs.

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

Procedure for the liquidation of a non-profit organization

Step-by-step instructions for the liquidation of NCOs are contained directly in Art. 19 of Law N 7-FZ "On non-profit organizations" (except for religious organizations and state corporations).

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