Home Natural farming How to liquidate an NPO with a zero balance on your own. Liquidation of NPOs: How It Happens

Natural farming

How to liquidate an NPO with a zero balance on your own. Liquidation of NPOs: How It Happens

Yulia Chuvikina, Head of the Registration and Liquidation Department of Legal Entities and Individual Entrepreneurs of the Legal Bureau "Constanta"

Non-profit organizations are created without limitation of the term of activity, unless otherwise established by them constituent documents... They can carry out their activities for as long as they want, but it may also be necessary to stop the activity and begin the liquidation of non-profit education.

If such a need arises, first you need to understand what result you want to get in the end. By liquidation, the current legislation means the termination of activities legal entity without transferring rights and obligations to third parties. In simple words as a result of the liquidation procedure, an entry on liquidation is made in the register of legal entities and no successor remains. In other cases, when there is no such record, one cannot speak of liquidation, everything else is pseudo-liquidation. This kind of pseudo liquidation can include proposals to reorganize NPOs or simply change the head and address of the NPO.

First, about the liquidation of NGOs

Liquidation not commercial organization carried out in the manner prescribed by the Civil Code of the Russian Federation, the Federal Law "On Non-Commercial Organizations", the Federal Law "On state registration legal entities and individual entrepreneurs".
In general, the liquidation of a non-profit organization can be divided into two types: voluntary and compulsory liquidation.
Official voluntary liquidation implies the liquidation of an NPO by decision of the management bodies of the NPO. The procedure is very similar to the voluntary liquidation of commercial organizations, but differs in significantly longer periods and a thorough inspection by the Ministry of Justice. It is important to remember the main steps in the voluntary liquidation of an NPO:
- it is necessary to notify about the decision to close the NPO and undergo an audit in the following instances: Department of the Ministry of Justice, inspection of the Federal Tax Service at the place of registration and registration of a non-profit organization, territorial divisions of extra-budgetary funds;
- place an announcement of liquidation in the Bulletin of State Registration;
- make settlements with creditors (if any);
- to pass a tax audit, to hand over the interim and liquidation balance sheets.

It should be noted that for some forms of NPO, a decision on liquidation can be made only by a court and only at the request of interested parties. It is about funds. The specifics of making a decision on liquidation can also be established by the charter of the organization.
The liquidation procedure ends by making an entry in the Unified State Register of Legal Entities to exclude it from the register in connection with liquidation.

Forced liquidation is a consequence of legal actions of state bodies: the court, the prosecutor's office, the federal tax service and other bodies. The reasons for forced liquidation may be repeated and significant violations of the law by a non-profit organization, for example, the implementation of activities unauthorized for a given organizational and legal form of activity, the contradiction of the organization's activities to its statutory goals, violation of the rights and legitimate interests of citizens and legal entities in other ways, the presence of fatal mistakes made when registration of a legal entity. Special attention should be turned to such a basis as the implementation of activities that contradict the statutory goals of a non-profit organization.

Reorganization of non-profit organizations

The procedure for the termination of activities (closure) of an NPO through reorganization in the form of a takeover or merger is also very similar to the merger / acquisition of a commercial company. That is, an NPO wishing to terminate its activity terminates its activity by transferring all its duties, rights and debts to another NPO - the legal successor. With this procedure, a tax audit is currently not carried out. Reorganization procedure:

- making a decision on reorganization;
- notification of the registering and tax authorities about the reorganization;
- placement of two announcements of reorganization with a frequency of one month in the Bulletin of State Registration.

The difference from the merger / acquisition of a commercial organization is the terms of the procedure: the total period will be twice as long (5-6 months), and, of course, for such a procedure, you need to have or pre-register a non-commercial organization of the same form as the terminating one. activity (in pair for reorganization).

Reorganization in the form of transformation can also be considered as an alternative form of NPO closure. When a legal entity of one type is transformed into a legal entity of another type (change of organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly emerged legal entity in accordance with deed of transfer... An NCO is considered reorganized from the moment of state registration of a newly formed legal entity.

The transformation of an NPO into a commercial organization can also be viewed as a preliminary stage before reorganization in the form of a merger / acquisition, in order to avoid difficulties in registering an NPO (as a pair before reorganization). Those. after the transformation of an NPO into a business entity (for example, an LLC, JSC), further reorganize two commercial organizations. Here there are a number of restrictions established by the Federal Law "On Non-Commercial Organizations". The legislator clearly outlined the forms of non-profit organizations that can be transformed into a business society: these are non-profit partnerships, private institutions, foundations (not all types, you need to look at the direction of the foundation, for example, a charitable foundation, according to the law on charity, cannot be transformed into a business society).

A brief summary of some (most common) forms of NPO

NPO form	Liquidation / reorganization initiator	Property of a liquidated NPO	Reorganization forms
Fund	Interested parties by filing a relevant application to the court	The property is directed in accordance with the constituent documents of the foundation for the purposes for which it was created, and (or) for charitable purposes	Transformation - it is necessary to look at the direction of the foundation (for example, if it is a charitable foundation, then, according to the law on charity, the foundation cannot be transformed into a business entity)
Non-profit partnership (NP)		The property is subject to distribution among the members of the non-profit partnership in accordance with their property contribution	Merging, joining, splitting, separating. Conversion is possible into a foundation, an autonomous non-profit organization, into a business society
Autonomous non-profit organization (ANO)	By decision supreme body management		Merging, joining, splitting, separating. Conversion is only possible to a fund
Institutions (private)	By the decision of the owner	Transferred to its owner	Merging, joining, dividing, separating. Conversion is possible into a foundation, an autonomous non-profit organization, a business entity
Associations / unions	By the decision of the supreme governing body	The property is directed in accordance with the constituent documents of the organization for the purposes for which it was created, and (or) for charitable purposes	Merging, joining, splitting, separating. Conversion is possible into a public organization, autonomous non-profit organization, non-profit partnership or foundation

Change of head, address in NPO

For the closure of commercial organizations, a simple re-registration of the company into three persons is often proposed (change of founders, executive body and addresses). This form of closure is in itself questionable, plus not all non-profit organizations can make such changes.
For example, if there is a link to the territoriality of an organization, such as a homeowners association (the sign of territoriality is required), it is already impossible to change the address.

Change of founders is also not possible everywhere. In NPOs based on membership (non-profit partnerships, associations, unions), after state registration, the founders accept the status of members of the organization, and the organization maintains an internal register. In such organizations, the change of members is quite possible. As for the rest, you need to consider the specific form of NPO in order to understand how this is possible. For example, in private institutions, the founder is at the same time the owner of the property, which he transfers to the institution on the basis of the right of operational management.
Regarding the change of the executive / governing body in an NPO, this is possible. The only restriction is that for almost all forms of NPO, the executive / governing body cannot be the Managing Organization, which is so common today in commercial organizations.

Liquidation of a non-profit organization - step-by-step instructions 2018 - 2019, which our article is devoted to. We will tell you about all the main actions for liquidation and the features provided for an NPO. They relate to property issues.

Step-by-step instructions for liquidating an NPO in 2018 - 2019

General provisions on liquidation of an NPO

The liquidation of an NPO (non-profit organization) can be carried out either by the decision of its participants (voluntarily), or by force - at the initiative of government agencies. General norms concerning the liquidation of NPOs are contained in Art. 61 Civil Code and Art. 18 of the Law "On Non-Profit Organizations" dated 12.01.1996 No. 7-FZ (hereinafter - Law No. 7-FZ), procedural requirements - in Ch. VII of the Law "On State Registration ..." dated 08.08.2001 No. 129-FZ (hereinafter - Law No. 129-FZ).

Since the NPO is a legal entity under the legislation of the Russian Federation, its activities are not officially considered terminated until the entry on liquidation is made in the Unified State Register of Legal Entities (USRLE).

In addition to civil, NPOs are involved in other legal relationships:

tax;
labor, etc.

In accordance with paragraph 11 of Art. 89 of the Tax Code, liquidation is the basis for an unscheduled on-site inspection of an organization, which may take long time(see the article "What are the terms of the tax audit?"). Its completion is necessary condition to draw up an interim liquidation balance sheet (clause 4 of article 20 of the law No. 129-FZ).

Our article discusses the sequence of actions for the voluntary termination of the activities of an NPO, which is as follows.

Step-by-step instructions for liquidating an NPO

Step-by-step instruction liquidation of an NPO provides for the following stages:

Decision-making on liquidation is drawn up in the form of a protocol general meeting participants (founders). It is advisable to include in the same protocol a clause on the election of a liquidation commission (liquidator, clause 4 of article 62 of the Civil Code of the Russian Federation). Details are in the article "Liquidation Commission - Formation, Composition, Powers".
Within 3 working days, the territorial body of the Ministry of Justice of the Russian Federation is notified of the decision taken (clause 1 of article 20 of Law No. 129-FZ, notification under form P15001, approved by order of the Federal Tax Service of the Russian Federation "On Approval of Forms and Requirements ..." dated 25.01.2012 No. ММВ-7-6 / [email protected], hereinafter - order No. ММВ-7-6 / [email protected]). The peculiarity of NPO liquidation is the need to submit documents not directly to the Federal Tax Service of the Russian Federation, but to the territorial body (department) of the Ministry of Justice of the Russian Federation or to the Ministry of Justice of the Russian Federation itself, depending on which of these bodies is the registering body. A notification is submitted to the same body under f. P15002 on the creation of a liquidation commission or the election of a liquidator.
The announcement of liquidation is published in the State Registration Bulletin. Written notifications are sent to creditors identified by accounting data.
An interim liquidation balance sheet (LB) is approved, which is submitted with a notification under f. P15003.
Settlements with creditors are carried out, an LB is formed (subparagraphs 4, 6 of Art. 63, Art. 64 of the Civil Code of the Russian Federation). The Pension Fund is provided with information on the insurance record and insurance premiums of employees.
An application is submitted to the Ministry of Justice under f. Р16001 to make an entry on the liquidation of an NPO in the Unified State Register of Legal Entities.

Features of liquidation of certain types of NPOs

Law No. 7-FZ and others legislative acts specifics of the liquidation procedure for certain types of NPOs are provided. In particular:

The fund is liquidated in accordance with a judicial act (Art. 123.20 of the Civil Code of the Russian Federation, clause 2 of Art. 18 of Law No. 7-FZ) in accordance with the procedure provided for in Ch. 27 of the Code of Administrative Procedure (see, for example, the decision of the Privolzhsky District Court of Kazan dated January 18, 2018 in case No. 2-1124 / 18).
To liquidate a branch of a foreign non-governmental non-profit organization, additional grounds specified in clause 2.1 of Art. 18 of Law No. 7-FZ.
The liquidation procedure under Law No. 7-FZ does not apply to religious organizations, budgetary and state institutions, autonomous institutions(Clauses 4, 4.1, 4.2, 5 Art. 1, Art. 19.1 of Law No. 7-FZ). For example, religious NPOs are liquidated on the grounds specified in Art. 14 of the Law "On Freedom of Conscience ..." of September 26, 1997 No. 125-FZ (see the decision of the Supreme Court of the Chechen Republic of 02.02.2018 in case No. 3a-15/2018).

Regardless of the application of Law No. 7-FZ, the norms of the Civil Code of the Russian Federation apply to all types of legal entities in the absence of special norms. The powers and obligations during liquidation provided for by legislation are vested in the liquidator.

If he fails to fulfill his obligations to complete the liquidation within the prescribed period, the Ministry of Justice may appeal to the court in the manner prescribed by Ch. 27 CAS RF, for compulsory liquidation (see the appeal ruling of the Krasnodar Regional Court of 03.11.2016 in case No. 33-28666 / 2016).

Powers of the liquidation commission (liquidator)

The main responsibilities of the liquidator are summarized in the table.

Empowerment	Implementation period
Notification of the Ministry of Justice on the election of a liquidator	After its creation	Item 3, Art. 20 of Law No. 129-FZ
Publication of the announcement of the beginning of the procedure	After notification of liquidation has been sent	Item 1, Art. 63 of the Civil Code of the Russian Federation, clause 1 of Art. 19 of Law No. 7-FZ
Management of NPO affairs, speaking on its behalf in court	In the period from appointment to completion of the procedure or initiation of bankruptcy proceedings	Item 4, Art. 62, paragraph 7 of Art. 63 of the Civil Code of the Russian Federation
Identification and notification of creditors on an individual basis	After 2 months after publication
Receiving receivables		Item 2, Art. 63 of the Civil Code of the Russian Federation, clause 2 of Art. 19 of Law No. 7-FZ
Preparation of the interim LB, its submission to the Ministry of Justice	Not earlier than the circumstances listed in paragraph 4 of Art. 20 of Law No. 129-FZ	Item 3, Art. 19 of Law No. 7-FZ, clause 3 of Art. 20 of Law No. 129-FZ
Settlements with creditors		Item 5, Art. 63, art. 64 of the Civil Code of the Russian Federation, pp. 4, 5 Art. 19 of Law No. 7-FZ
Fulfillment of tax obligations		Item 1, Art. 49 of the Tax Code of the Russian Federation
Filing for bankruptcy, notifying creditors of bankruptcy	In case of insufficient property	Pp. 3, 4 Art. 63 of the Civil Code of the Russian Federation
Preparation of the LB and its submission with a statement according to f. 16001 in the Ministry of Justice		Item 6, Art. 19 of Law No. 7-FZ, Art. 21 of Law No. 129-FZ, app. 9 to order No. ММВ-7-6 / [email protected]

In relations with third parties, the liquidator acts on the basis of a decision (protocol) on his election.

Participants (founders) are obliged to:

Within 3 days, inform about the decision taken (clause 1 of article 20 of Law No. 129-FZ).
Approve the LB (clauses 3, 6, article 19 of the law No. 7-FZ). In case of evading this, the liquidator has the right to go to court (see the decision of the Snezhinsky City Court of the Chelyabinsk Region dated 09.21.2017 in case No. 2a-482/2017).

Solutions in case of insufficient funds of the liquidated NPO

The order of repayment of debts is determined by Art. 64 of the Civil Code of the Russian Federation. Also in the Civil Code of the Russian Federation there is an indication that, in the absence of funds from the NCO, the costs of the procedure are jointly and severally borne by the participants or founders (clause 2 of Article 62 of the Civil Code of the Russian Federation).

When a shortage of funds is established, the liquidation commission is authorized to sell the property of the NPO, guided by the procedure established for the execution of court decisions (clause 4 of article 19 of Law No. 7-FZ). However, the proceeds may also be insufficient.

The question arises: what to do in this case?

Exists general rule, providing for separate property liability of a legal entity and its founders without the possibility of imposing it on each other (clause 2 of article 56 of the Civil Code of the Russian Federation). However, for some NPOs, exceptions were made and additional responsibility of the founders was established:

for the consumer cooperative - in the amount of the unpaid part of the contribution (clause 2 of article 123.3 of the Civil Code of the Russian Federation);
an association or union - in accordance with the charter (clause 4 of article 11 of the law No. 7-FZ, clause 3 of article 123.8 of the Civil Code of the Russian Federation);
a private, state-owned institution - always (paragraph 4 of article 123.22, paragraph 2 of article 123.23 of the Civil Code of the Russian Federation), budgetary, autonomous - according to the requirements of individuals arising from a tort (paragraphs 5, 6 of article 123.22 of the Civil Code of the Russian Federation).

Submission of claims in the order of application of subsidiary liability refers to the powers of the creditors, but not of the liquidator (see clause 7 of Article 63 of the Civil Code of the Russian Federation, article "What is subsidiary liability under the Civil Code of the Russian Federation?"). The liquidator is only entitled to initiate bankruptcy.

Distribution of NPO property after liquidation

The general rule in force in the distribution of the balances of NPO property after the completion of settlements is established by clause 8 of Art. 63 of the Civil Code of the Russian Federation: they must be directed to statutory or charitable purposes. The rule under Art. 20 of Law No. 7, states that if it is impossible to direct for statutory purposes, the funds should be turned into state revenue.

For some NPOs, there are general exemptions:

Public organization. The funds remaining after the repayment of claims are directed to statutory purposes, and in their absence - for purposes that will be determined by the general meeting or conference of participants public organization... In disputable cases, the goals are determined by a court decision. Decision subject to publication by the liquidation commission. In the event of liquidation on the grounds provided for by the law "On Counteraction ..." dated 25.07.2002 No. 114-FZ, it becomes the property of the Russian Federation (Article 26 of the Law "On public associations"Dated May 19, 1995 No. 82-FZ).
Non-profit partnership. The remaining funds are distributed among the members in the amount of property contributions. The remainder is directed to statutory purposes (clause 2 of article 20 of Law No. 7-FZ, this rule does not apply to other associations and unions, including (like separate species) refers to a non-profit partnership according to sub. 3 p. 3 art. 50 of the Civil Code of the Russian Federation).
Institution. The remaining property is transferred to the owner (clauses 3, 4, article 20 of Law No. 7-FZ).

The full distribution of the property must be carried out prior to the completion of the procedure by registering the liquidation. If available between the participants controversial issues about the thing, it is sold by the liquidator at auction (clause 8 of article 63 of the Civil Code of the Russian Federation).

Procedure for registration of liquidation of an NPO

When completing the procedure, the liquidator must submit to the Ministry of Justice:

statement by f. 16001, the signature of which must be certified by a notary;
receipt or payment order confirming payment of the state duty in the amount of 400 rubles. (sub. 1, 3, clause 1 of article 333 of the Tax Code of the Russian Federation);
confirmation of the submission to the Pension Fund of the Russian Federation of information on pension accounting (in accordance with clause 3 of article 11 of the law "On individual accounting ..." dated 01.04.1996 No. 27-FZ shall be submitted within 1 month after the approval of the intermediate LB) and information on additional payments listed in accordance with the law "On additional insurance premiums ..." dated April 30, 2008 No. 56-FZ.

There is also the option of requesting this document on the system interagency cooperation in case of failure by the applicant. In any case, this obligation must be fulfilled before filing an application.

Administrative regulations of the Ministry of Justice of the Russian Federation, approved by by order of December 30, 2011 No. 455 (hereinafter referred to as the Administrative Regulations), provides for a single period of 33 days for registration procedures for a public organization and 17 working days for other NCOs (clause 22 of the Administrative Regulations), not including the period for registration of the Federal Tax Service of the Russian Federation (5 working days , Art. 8 of Law No. 129-FZ). The procedure for interaction between the Ministry of Justice and the Federal Tax Service of the Russian Federation approved by by order of the Ministry of Justice of the Russian Federation of 12.11.2010 No. 343.

Refusal to accept documents is not allowed (clause 47 of the Administrative Regulations), however, it is possible to refuse to provide the state service for registration of liquidation if the decision is made by an unauthorized body and on other grounds provided for in Art. 23 of Law No. 129-FZ. The refusal can be appealed to judicial procedure.

Thus, voluntary liquidation of an NPO is carried out on the basis of the decision of its founders (participants). The main actions during the procedure (publication, calculations, sale of property, submission of documents, etc.) are entrusted to the liquidator elected by the participants.

If there is a lack of property, he is obliged to initiate bankruptcy. The property remaining after liquidation, as a rule, is not distributed among the participants, but is directed to statutory or charitable purposes, unless otherwise provided by special rules.

The liquidation of an NPO implies the absolute termination 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 a legal entity.

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

Non-profit organization activities

An NPO is characterized by entrepreneurial activity, namely:

service sector, production of goods;
buying and selling company assets;
realization of rights related to property;
contributions to business companies and partnerships;

With regard to profits, 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. The participants have the right to send the money earned to charity funds.

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

The variety of NPO activities 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 about whether it is legal for an NPO to participate in a commercial organization or buy its shares. Yes, it is legal if all profits are directed towards the purposes for which the non-profit organization was created.

For some types of NPOs, the legislation establishes restrictions on entrepreneurship. Organizations are prohibited by law from drafting and signing a contract working together(agreement of simple partnerships) for the sake of entrepreneurial activity.

In a situation where the profit from entrepreneurial activity is 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 the liquidation of this organization, since the achievement of the goals spelled out in the charter does not occur.

From this we can conclude that even if the profit of the 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.

The 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 members of the organization themselves in court. For other NGOs, they can also be liquidated through the courts. If an NGO violates the law or the charter of an organization, it will receive a warning issued by the Ministry of Justice or a resolution urging to eliminate problems from the prosecutor.

More than two warnings or submissions - the possibility of liquidating a non-profit organization through a court.

Step-by-step instruction

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

Creation of a general meeting to decide on liquidation;
Search for a liquidator and his appointment. A person or a group of persons () is appointed as a liquidator. After that, the meeting should be recorded and signed by the participants.
Within three days, you must contact the registering 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: certificate of registration from the tax, TIN, extract from the USR, documents, identification of participants, order to appoint an accountant, the charter of the non-profit organization. Such a set of documents must be sent to the Ministry of Justice, the Social Insurance Fund and to 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 "State Registration Bulletin" about the termination of the NPO for everyone interested in its activities. You must include 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 publication number and the message itself.
The next step is to compile an interim liquidation balance sheet (interim liquidation balance sheet). It is necessary in order to bring together all the data on assets and liabilities. The balance is approved by the body that made the decision to liquidate. The compilation of the PLB will facilitate the tax inspection and systematize all the data. The statement of the balance sheet is drawn up according to the PH0007 form and sent to the Federal Tax Service Inspectorate.
After that, 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 lack of capital, the liquidator has the right to sell the property of the NPO 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.
Then the state duty is paid - 800 rubles for legal entities. The absence of this fee indicates bankruptcy.
The penultimate step - NPOs are 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 PH0008 form in the original, the protocol on the preparation of the liquidation balance sheet, the document confirming the payment of the state duty, the conclusion of the court, the registration certificate, the document on the destruction of all the seals of the organization. The entire package of documents is submitted by the liquidator.
The very liquidation of an NCO is by way of a court order.

Liquidation of NPOs through the courts

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

The stages and procedure for liquidation are regulated by civil legislation, and the decision on further activities is made exclusively by the founders.

In the case when violations of the law were established, or the legal entity is not able to pay off 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 a decision is needed. This is not an economic dispute, therefore, the claim must come from specifically 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 should. In both cases, the legal entity is the defendant and must provide facts and evidence as a refutation of the position of the plaintiff. 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 can make one of two decisions:

forcibly liquidate the organization;
apply the first bankruptcy procedure;

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

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

Liquidation by the Ministry of Justice

An NPO, upon liquidation, is obliged to submit a package of documents to the Ministry of Justice. This will be followed, in contrast to the tax service, by a deep check of the legality of the reasons for the termination of activities.

Price

As mentioned earlier, when a non-profit organization is liquidated, a state fee of 800 rubles must be paid. This will be the only payment in the event that the liquidation is carried out by the NPO itself. When attracting highly qualified lawyers, the price rises to one hundred thousand rubles per large cities and up to eighty in the regions.

A responsibility

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

The organization's employees have a number of responsibilities: administrative, tax, civil and criminal. Chief Leader is obliged to perform honest and reasonable actions only in the interests of the legal entity that it provides. (Clause 3 of Article 53 of the Civil Code of the Russian Federation) As a result, the leading person bears full responsibility for the costs, losses, damage caused to the organization (Resolution of the Tenth Arbitration Court of Appeal dated 03.23.2015 No. 10AP-18605/2014).

Challenging unlawful 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 against the decision in court. If the decision was unlawful, the state undertakes to pay the organization all 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 liquidation of a non-profit organization

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

Another consequence is the loss of property. As mentioned earlier, this will only happen if the NPO's capital is insufficient to pay off debts and loans. In the event that the liquidation took place on the basis of a prosecutor's order, 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.

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

What the law says about NGOs

The Civil Code of the Russian Federation defines an NCO as a legal entity that does not have main goal of its activities, making a profit and not distributing 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 NCO 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 the relevant legislation (Federal Law of 12.01.1996 No. 7-FZ "On Non-Commercial Organizations", Federal Law of 19.05.1995 No. 82-FZ "On Public Associations", etc.).

Liquidation of NPOs

The liquidation of an NPO is subject to the general rules for the liquidation of legal entities stipulated by the Civil Code of the Russian Federation, but there are also specific features.

The reasons for the closure of an NPO may be:

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

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

In the voluntary liquidation of an NPO, like other legal entities, the stages differ:

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

Rosreestr acts as the registering body for NPOs.

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

Procedure for liquidation of a non-profit organization

Step-by-step instructions for liquidating an NPO are contained directly in Art. 19 of Law No. 7-FZ "On Non-Commercial Organizations" (except for religious organizations and state corporations).