2. Non-profit organizations may be created to achieve social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, development physical culture and sports, meeting the spiritual and other non-material needs of citizens, protecting the rights, legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.
2.1. Socially oriented non-profit organizations are recognized as non-profit organizations established in the forms provided for by this Federal Law (with the exception of state corporations, state companies, public associations which are political parties) and carry out activities aimed at solving social problems, developing civil society in Russian Federation, as well as the types of activities provided for in Article 31.1
2.2. A non-profit organization that performs public benefit services is a socially oriented non-profit organization that provides public benefit services for one year or more. good quality, is not a non-profit organization performing the functions of a foreign agent, and has no debts on taxes and fees, other mandatory payments provided for by the legislation of the Russian Federation.
3. Non-profit organizations may be created in the form of public or religious organizations (associations), communities of indigenous peoples of the Russian Federation, Cossack societies, non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other foundations, associations and unions, as well as in other forms provided for by federal laws.
(see text in previous edition)
4. A foreign non-profit non-governmental organization in this Federal Law means an organization that does not have profit making as the main goal of its activities and does not distribute profits among participants, established outside the territory of the Russian Federation in accordance with the legislation of a foreign state, the founders (participants) of which are not state bodies.
5. A foreign non-profit non-governmental organization carries out its activities on the territory of the Russian Federation through its structural subdivisions - departments, branches and representative offices.
A structural subdivision - a branch of a foreign non-profit non-governmental organization is recognized as a form of a non-profit organization and is subject to state registration in the manner prescribed by Article 13.1 of this federal law.
Structural subdivisions - branches and representative offices of foreign non-profit non-governmental organizations acquire legal capacity on the territory of the Russian Federation from the date of entry in the register of branches and representative offices international organizations and foreign non-profit non-governmental organizations information about the relevant structural unit in the manner prescribed by Article 13.2 of this Federal Law.
ConsultantPlus: note.
P. 6 Art. 2 does not apply to religious organizations, associations of employers, the Chamber of Commerce and Industry, state corporations, state companies, as well as to NPOs created by them, state and municipal institutions, international funds.
6. A non-profit organization performing the functions of a foreign agent in this Federal Law means a Russian non-profit organization that receives cash and other property from foreign states, their state bodies, international and foreign organizations, foreign citizens, stateless persons or persons authorized by them and (or) from Russian legal entities receiving funds and other property from the indicated sources (with the exception of open joint-stock companies With state participation and their subsidiaries) (hereinafter - foreign sources), and which participates, including in the interests of foreign sources, in political activity carried out on the territory of the Russian Federation.
A non-profit organization, with the exception of a political party, is recognized as participating in political activities carried out on the territory of the Russian Federation, if, regardless of the goals and objectives specified in its constituent documents, it carries out activities in the field of state building, protecting the foundations of the constitutional order of the Russian Federation, the federal structure of the Russian Federation, protecting the sovereignty and ensuring the territorial integrity of the Russian Federation, ensuring the rule of law, law and order, state and public security, defense of the country, foreign policy, socio-economic and national development of the Russian Federation, the development of the political system, the activities of state bodies, bodies local government, legislative regulation of the rights and freedoms of man and citizen in order to influence the development and implementation public policy, the formation of state bodies, local governments, on their decisions and actions.
This activity is carried out in the following forms:
participation in the organization and conduct of public events in the form of meetings, rallies, demonstrations, processions or pickets or in various combinations of these forms, organization and conduct of public debates, discussions, speeches;
Changes and amendments
Chapter I. General Provisions
Article 1. Subject of regulation and scope of this Federal Law
1. This Federal Law defines the legal status, procedure for the creation, operation, reorganization and liquidation of non-profit organizations as legal entities, the formation and use of property of non-profit organizations, the rights and obligations of their founders (participants), the basics of managing non-profit organizations and possible forms of their support by authorities state power and local governments.
2. This Federal Law shall apply to all non-commercial organizations established or being created on the territory of the Russian Federation, insofar as otherwise is not established by this Federal Law and other federal laws.
3. This Federal Law does not apply to consumer cooperatives. The activities of consumer cooperatives are regulated by the norms of the Civil Code of the Russian Federation, laws on consumer cooperatives, other laws and legal acts.
Article 2. Non-commercial organization
1. A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the profit received among the participants.
2. Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, develop physical culture and sports, meet the spiritual and other non-material needs of citizens, protect the rights, legitimate interests of citizens and organizations, resolve disputes and conflicts, provide legal assistance, as well as for other purposes aimed at achieving public benefits.
3. Non-profit organizations may be created in the form of public or religious organizations (associations), non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other foundations, associations and unions, as well as in other forms provided for by federal laws.
Article 3. Legal status of a non-profit organization
1. A non-profit organization is considered established as a legal entity from the moment of its state registration in statutory order, owns or manages separate property, is liable (with the exception of institutions) for its obligations with this property, can acquire and exercise property and non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court.
A non-profit organization must have an independent balance sheet or estimate.
2. A non-profit organization is created without limitation of the period of activity, unless otherwise established by the constituent documents of the non-profit organization.
3. A non-profit organization shall have the right to open accounts in banks in the territory of the Russian Federation and outside its territory in accordance with the established procedure.
4. A non-profit organization has a seal with full name this non-profit organization in Russian.
A non-profit organization has the right to have stamps and forms with its name, as well as an emblem registered in the prescribed manner.
Article 4. Name and location of a non-profit organization
1. A non-profit organization has a name containing an indication of its organizational and legal form and the nature of its activities.
A non-profit organization whose name is registered in accordance with the established procedure has the exclusive right to use it.
2. The location of a non-profit organization is determined by the place of its state registration, unless otherwise established in accordance with the law by the constituent documents of the non-profit organization.
3. The name and location of a non-profit organization are indicated in its constituent documents.
Article 5. Branches and representative offices of a non-profit organization
1. A non-profit organization may create branches and open representative offices on the territory of the Russian Federation in accordance with the legislation of the Russian Federation.
2. A branch of a non-profit organization is its separate subdivision located outside the location of the non-profit organization and performing all of its functions or part of them, including the functions of a representative office.
3. A representative office of a non-profit organization is a separate subdivision, which is located outside the location of the non-profit organization, represents the interests of the non-profit organization and protects them.
4. A branch and a representative office of a non-profit organization are not legal entities, are endowed with the property of the non-profit organization that created them, and act on the basis of the regulation approved by it. The property of a branch or representative office is recorded on a separate balance sheet and on the balance sheet of the non-profit organization that created them.
The heads of the branch and representative office are appointed by the non-profit organization and act on the basis of a power of attorney issued by the non-profit organization.
5. A branch and a representative office operate on behalf of the non-profit organization that created them. Responsibility for the activities of its branches and representative offices shall be borne by the non-profit organization that created them.
Chapter II. Forms of non-profit organizations
Article 6. Public and religious organizations (associations)
1. Public and religious organizations (associations) are voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual or other non-material needs.
Public and religious organizations (associations) have the right to carry out entrepreneurial activities corresponding to the goals for which they were created.
2. Participants (members) of public and religious organizations (associations) do not retain the rights to the property transferred by them to these organizations in ownership, including membership fees. Participants (members) of public and religious organizations (associations) are not liable for the obligations of these organizations (associations), and these organizations (associations) are not liable for the obligations of their members.
3. Features of the legal status of public and religious organizations (associations) are determined by other federal laws.
4. Organizations pursuing religious goals may also be created in other forms provided for by law.
Article 7. Funds
1. For the purposes of this Federal Law, a foundation is a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions and pursuing social, charitable, cultural, educational or other socially useful goals.
The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.
2. The Foundation uses the property for the purposes determined by the charter of the foundation. The Foundation has the right to engage in entrepreneurial activities that correspond to these goals and are necessary to achieve the socially useful goals for which the Foundation was created. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.
The Foundation is required to publish annual reports on the use of its assets.
3. The board of trustees of the foundation is the body of the foundation and supervises the activities of the foundation, the adoption of decisions by other bodies of the foundation and ensuring their implementation, the use of the foundation's resources, and the foundation's compliance with the law.
The Foundation's Board of Trustees operates on a voluntary basis.
The procedure for the formation and activities of the board of trustees of the fund is determined by the charter of the fund, approved by its founders.
Article 8. Non-commercial partnerships
1. A non-profit partnership is a non-profit organization based on membership, established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving the goals provided for in paragraph 2 of Article 2 of this Federal Law.
Property transferred to a non-profit partnership by its members is the property of the partnership. Members non-profit partnership are not liable for its obligations, and a non-profit partnership is not liable for the obligations of its members.
2. A non-commercial partnership has the right to carry out entrepreneurial activities that correspond to the goals for which it was created.
3. Members of a non-commercial partnership have the right to:
Participate in the management of the affairs of a non-profit partnership;
receive information about the activities of a non-profit partnership in the manner prescribed by the constituent documents;
withdraw from the non-profit partnership at its own discretion;
unless otherwise established by federal law or the constituent documents of a non-commercial partnership, to receive, upon withdrawal from the non-commercial partnership, part of its property or the value of this property within the value of the property transferred by members of the non-commercial partnership to its ownership, with the exception of membership dues, in the manner prescribed by the constituent documents of the non-profit partnership;
receive, in the event of liquidation of a non-commercial partnership, a part of its property remaining after settlements with creditors, or the value of this property within the value of the property transferred by the members of the non-commercial partnership into its ownership, unless otherwise provided by federal law or the constituent documents of the non-commercial partnership.
4. A member of a non-commercial partnership may be expelled from it by decision of the remaining members in the cases and in the manner provided for by the constituent documents of the non-commercial partnership.
A member of a non-commercial partnership excluded from it has the right to receive a part of the property of the non-commercial partnership or the value of this property in accordance with paragraph five of clause 3 of this article.
5. Members of a non-commercial partnership may also have other rights provided for by its constituent documents and not contradicting the law.
Article 9 Institutions
1. An institution is a non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed in full or in part by this owner.
The property of the institution is assigned to it on the basis of the right of operational management in accordance with the Civil Code of the Russian Federation.
The rights of an institution to the property assigned to it are determined in accordance with the Civil Code of the Russian Federation.
2. An institution shall be liable for its obligations with the funds at its disposal. In case of their insufficiency, the subsidiary responsibility for the obligations of the institution shall be borne by its owner.
3. Features of the legal status certain types state and other institutions are determined by law and other legal acts.
Article 10. Autonomous non-profit organization
1. An autonomous non-profit organization is a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services.
Property transferred to an autonomous non-profit organization by its founders (founder) shall be the property of the autonomous non-profit organization. The founders of an autonomous non-profit organization do not retain the rights to the property transferred by them to the ownership of this organization.
The founders are not liable for the obligations of the autonomous non-profit organization created by them, and it is not liable for the obligations of its founders.
2. An autonomous non-profit organization has the right to carry out entrepreneurial activities corresponding to the goals for the achievement of which the specified organization was created.
3. Supervision over the activities of an autonomous non-profit organization is carried out by its founders in the manner prescribed by its constituent documents.
4. The founders of an autonomous non-profit organization may use its services only for equal conditions with other persons.
Article 11. Associations of legal entities (associations and unions)
1. For the purpose of coordinating their entrepreneurial activities, as well as representing and protecting common property interests, commercial organizations may, by agreement among themselves, create associations in the form of associations or unions that are non-profit organizations.
If, by decision of the participants, the association (union) is entrusted with conducting business activities, such an association (union) is transformed into a business company or partnership in the manner prescribed by the Civil Code of the Russian Federation, or it may create a business company to carry out business activities or participate in such a company.
2. Non-profit organizations may voluntarily unite into associations (unions) of non-profit organizations.
The association (union) of non-profit organizations is a non-profit organization.
3. Members of an association (union) retain their independence and the rights of a legal entity.
4. The association (union) is not liable for the obligations of its members. Members of an association (union) bear subsidiary liability for the obligations of this association (union) in the amount and in the manner prescribed by its constituent documents.
5. The name of an association (union) must contain an indication of the main subject of activity of the members of this association (union) with the inclusion of the words "association" or "union".
Article 12. Rights and obligations of members of associations and unions
1. Members of an association (union) have the right to use its services free of charge.
2. A member of an association (union) has the right, at its own discretion, to withdraw from the association (union) at the end of the financial year. In this case, a member of the association (union) bears subsidiary liability for its obligations in proportion to its contribution within two years from the date of withdrawal.
A member of an association (union) may be expelled from it by decision of the remaining members in the cases and in the manner established by the founding documents of the association (union). With regard to the liability of an expelled member of an association (union), the rules relating to withdrawal from the association (union) shall apply.
3. With the consent of the members of the association (union), a new member may enter it. Joining an association (union) of a new member may be conditioned by its subsidiary liability for the obligations of the association (union) that arose prior to its entry.
Chapter III. Creation, reorganization and liquidation of a non-profit organization
Article 13. Creation of a non-profit organization
1. A non-profit organization may be created as a result of its establishment, as well as as a result of the reorganization of an existing non-profit organization.
2. The creation of a non-profit organization as a result of its establishment is carried out by the decision of the founders (founder).
Article 14. Constituent documents of a non-profit organization
1. The constituent documents of non-profit organizations are:
Charter approved by the founders (participants) for a public or religious organization (association), foundation, non-profit partnership and autonomous non-profit organization;
the memorandum of association concluded by their members and the articles of association approved by them for the association or union;
the decision of the owner to establish the institution and the charter approved by the owner for the institution.
The founders (participants) of non-profit partnerships, as well as autonomous non-profit organizations, have the right to conclude a constituent agreement.
In cases provided for by law, a non-profit organization may act on the basis of general position about organizations of this type.
2. The requirements of the constituent documents of a non-profit organization are binding on the non-profit organization itself, its founders (participants).
3. The constituent documents of a non-profit organization must define the name of the non-profit organization, containing an indication of the nature of its activities and the organizational and legal form, the location of the non-profit organization, the procedure for managing activities, the subject and goals of the activity, information about branches and representative offices, the rights and obligations of members, the conditions and procedure for admission to membership of the non-profit organization and withdrawal from it (in the event that the non-profit organization has membership), sources of formation of the property of the non-profit organization, the procedure for amending the constituent documents of the non-profit organization organization, the procedure for the use of property in the event of liquidation of a non-profit organization and other provisions provided for by this Federal Law and other federal laws.
IN memorandum of association founders undertake to create a non-profit organization, determine the procedure joint activities on the creation of a non-profit organization, the conditions for the transfer of its property to it and participation in its activities, the conditions and procedure for the withdrawal of founders (participants) from its composition.
The charter of the fund must also contain the name of the fund, including the word "fund", information about the purpose of the fund; instructions on the bodies of the foundation, including the board of trustees, and on the procedure for their formation, on the procedure for appointing officials fund and their release, the location of the fund, the fate of the property of the fund in the event of its liquidation.
The constituent documents of an association (union), non-commercial partnership must also contain conditions on the composition and competence of their management bodies, the procedure for making decisions by them, including on issues decisions on which are taken unanimously or by a qualified majority of votes, and on the procedure for distributing property remaining after the liquidation of the association (union), non-commercial partnership.
The constituent documents of a non-profit organization may also contain other provisions that do not contradict the law.
4. Changes to the charter of a non-profit organization are made by decision of its supreme management body, with the exception of the charter of the foundation, which can be changed by the bodies of the foundation, if the charter of the foundation provides for the possibility of changing this charter in such a manner.
If keeping the charter of the foundation unchanged entails consequences that cannot be foreseen when establishing the foundation, and the possibility of changing its charter is not provided or the charter is not changed authorized persons, the right to make changes in accordance with the Civil Code of the Russian Federation belongs to the court upon the application of the bodies of the fund or the body authorized to supervise the activities of the fund.
Article 15. Founders of a non-profit organization
1. The founders of a non-profit organization, depending on its organizational and legal forms, may be citizens and (or) legal entities.
2. The number of founders of a non-profit organization is not limited, unless otherwise established by federal law.
A non-profit organization may be founded by one person, with the exception of cases of establishing non-profit partnerships, associations (unions) and other cases provided for by federal law.
Article 16. Reorganization of a non-profit organization
1. A non-profit organization may be reorganized in the manner prescribed by the Civil Code of the Russian Federation, this Federal Law and other federal laws.
2. The reorganization of a non-profit organization may be carried out in the form of a merger, accession, division, separation and transformation.
3. A non-profit organization is considered to be reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of the newly established organization (organizations).
When a non-profit organization is reorganized in the form of a merger with it of another organization, the first of them is considered to be reorganized from the moment it is included in the unified State Register legal entities records on the termination of the activities of the affiliated organization.
4. State registration of an organization (organizations) that has arisen as a result of reorganization and making an entry in the unified state register of legal entities on the termination of the activities of the reorganized organization (organizations) shall be carried out in accordance with the procedure established by the law on state registration of legal entities.
Article 17. Transformation of a non-profit organization
1. A non-profit partnership has the right to be transformed into a public or religious organization (association), a foundation or an autonomous non-profit organization.
2. An institution may be transformed into a foundation, an autonomous non-profit organization, a business entity. The transformation of state or municipal institutions into non-profit organizations of other forms or a business entity is allowed in cases and in the manner established by law.
3. An autonomous non-profit organization has the right to be transformed into a public or religious organization (association) or into a foundation.
4. An association or union has the right to be transformed into a foundation, an autonomous non-profit organization, a business company or a partnership.
5. The decision to transform a non-profit partnership is taken by the founders unanimously, the association (union) - by all members who have concluded an agreement on its creation.
The decision to transform an institution is made by its owner.
The decision to transform an autonomous non-profit organization is made by its supreme management body in accordance with this Federal Law in the manner prescribed by the charter of an autonomous non-profit organization.
6. When a non-profit organization is reorganized, the rights and obligations of the reorganized non-profit organization are transferred to the newly established organization in accordance with the deed of transfer.
Article 18. Liquidation of a non-profit organization
1. A non-profit organization may be liquidated on the basis and in the manner provided for by the Civil Code of the Russian Federation, this Federal Law and other federal laws.
2. The decision to liquidate the foundation can only be taken by the court upon the application of the interested persons.
The fund may be liquidated:
If the property of the fund is not enough to achieve its goals and the probability of obtaining the necessary property is unrealistic;
if the goals of the fund cannot be achieved and the necessary changes to the goals of the fund cannot be made;
in case of deviation of the fund in its activities from the goals provided for by its charter;
in other cases stipulated by federal law.
3. The founders (participants) of a non-profit organization or the body that made the decision to liquidate the non-profit organization shall appoint, in agreement with the body exercising state registration legal entities, a liquidation commission (liquidator) and establish, in accordance with the Civil Code of the Russian Federation and this Federal Law, the procedure and terms for the liquidation of a non-profit organization.
4. From the moment of appointment of the liquidation commission, the powers to manage the affairs of the non-profit organization are transferred to it. The liquidation commission, on behalf of the liquidated non-profit organization, acts in court.
Article 19. Procedure for the liquidation of a non-profit organization
1. The liquidation commission places in the press, which publishes data on state registration of legal entities, a publication on the liquidation of a non-profit organization, the procedure and deadline for filing claims by its creditors. The term for filing claims by creditors may not be less than two months from the date of publication of the liquidation of the non-profit organization.
2. The liquidation commission takes measures to identify creditors and receive receivables, and also notifies writing creditors on the liquidation of a non-profit organization.
3. At the end of the term for the presentation of claims by creditors, the liquidation commission draws up an interim liquidation balance sheet, which contains information on the composition of the property of the non-profit organization 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 a non-profit organization or the body that made the decision to liquidate it, in agreement with the body that carries out state registration of legal entities.
4. If the funds available to a liquidated non-profit organization (with the exception of institutions) are not sufficient to satisfy the claims of creditors, the liquidation commission shall sell the property of the non-profit organization at public auction in the manner established for the execution of court decisions.
If the liquidated institution has insufficient funds to satisfy the claims of creditors, the latter shall have the right to apply to the court with a claim for the satisfaction of the remaining part of the claims at the expense of the owner of this institution.
5. Payment of sums of money to creditors of a non-profit organization being liquidated shall be made by the liquidation commission in the order of priority established by the Civil Code of the Russian Federation in accordance with the interim liquidation balance sheet starting from the day of its approval, with the exception of creditors of the fifth priority, payments to whom are made after a month from the date of approval of the interim liquidation balance sheet.
6. After completion of 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, in agreement with the body that carries out state registration of legal entities.
Article 20
1. In the liquidation of a non-profit organization, the property remaining after satisfaction of creditors' claims, unless otherwise established by this Federal Law and other federal laws, shall be directed in accordance with the constituent documents of the non-profit organization for the purposes for which it was created, and (or) for charitable purposes. If the use of the property of a liquidated non-profit organization in accordance with its constituent documents is not possible, it shall be turned into state revenue.
2. Upon liquidation of a non-commercial partnership, the property remaining after the satisfaction of creditors' claims is subject to distribution among the members of the non-commercial partnership in accordance with their property contribution, the amount of which does not exceed the amount of their property contributions, unless otherwise established by federal laws or the constituent documents of the non-commercial partnership.
The procedure for using the property of a non-commercial partnership, the value of which exceeds the amount of property contributions of its members, is determined in accordance with paragraph 1 of this article.
3. The property of the institution remaining after the satisfaction of creditors' claims shall be transferred to its owner, unless otherwise provided by laws and other legal acts of the Russian Federation or the constituent documents of the institution.
Article 21. Completion of the liquidation of a non-profit organization
The liquidation of a non-profit organization is considered completed, and the non-profit organization is considered to have ceased to exist after an entry about this is made in the unified state register of legal entities.
Article 22
An entry on the termination of the activities of a non-profit organization is made by the body that carries out state registration of legal entities upon submission of the following documents:
Applications for making an entry on liquidation (in case of voluntary liquidation) or on the termination of the activities of the non-profit organization, signed by a person authorized by the non-profit organization;
decisions of the relevant body on the liquidation or termination of the activities of a non-profit organization;
the charter of the non-profit organization and the certificate of its state registration;
liquidation balance sheet, or deed of transfer, or separation balance sheet;
a document on the destruction of the seal of a non-profit organization.
Article 23
1. State registration of amendments to the constituent documents of a non-profit organization shall be carried out in accordance with the procedure established by the law on state registration of legal entities.
2. Changes to the constituent documents of a non-profit organization shall enter into force from the moment of their state registration.
Chapter IV. Activities of a non-profit organization
Article 24. Types of activities of a non-profit organization
1. A non-profit organization may carry out one type of activity or several types of activity not prohibited by the legislation of the Russian Federation and corresponding to the objectives of the activity of the non-profit organization, which are provided for by its constituent documents.
The legislation of the Russian Federation may establish restrictions on the types of activities that certain types of non-profit organizations are entitled to engage in.
Certain types of activities may be carried out by non-profit organizations only on the basis of special permits (licenses). The list of these activities is determined by law.
2. A non-profit organization may carry out entrepreneurial activity only insofar as it serves the achievement of the goals for which it was created. Such activity is the profitable production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale valuable papers, property and non-property rights, participation in business companies and participation in limited partnerships as a contributor.
The legislation of the Russian Federation may establish restrictions on the entrepreneurial activities of certain types of non-profit organizations.
3. A non-profit organization keeps records of income and expenses for entrepreneurial activities.
4. In order to achieve the goals provided for by the charter, a non-profit organization may create other non-profit organizations and join associations and unions.
Article 25. Property of a non-profit organization
1. A non-profit organization may own or manage buildings, structures, housing stock, equipment, inventory, cash in rubles and foreign currency, securities and other property. A non-profit organization may own or use land plots indefinitely.
2. A non-profit organization shall be liable for its obligations with its property, which may be levied under the legislation of the Russian Federation.
Article 26
1. The sources of formation of property of a non-profit organization in monetary and other forms are:
Regular and one-time receipts from the founders (participants, members);
voluntary property contributions and donations;
proceeds from the sale of goods, works, services;
dividends (income, interest) received on shares, bonds, other securities and deposits;
income received from the property of a non-profit organization;
other receipts not prohibited by law.
Laws may establish restrictions on the sources of income of certain types of non-profit organizations.
2. The procedure for regular receipts from the founders (participants, members) is determined by the constituent documents of the non-profit organization.
3. The profit received by a non-profit organization is not subject to distribution among the participants (members) of the non-profit organization.
Article 27. Conflict of interest
1. For the purposes of this Federal Law, persons interested in the performance by a non-profit organization of certain actions, including transactions, with other organizations or citizens (hereinafter referred to as interested persons) are recognized as the head (deputy head) of the non-profit organization, as well as a person who is a member of the management bodies of the non-profit organization or the bodies supervising its activities, if these persons are with these organizations or citizens in labor relations, are participants, creditors of these organizations or are in close family relations with these citizens or are creditors of these citizens. At the same time, these organizations or citizens are suppliers of goods (services) for a non-profit organization, large consumers of goods (services) produced by a non-profit organization, own property that is fully or partially formed by a non-profit organization, or can benefit from the use, disposal of property of a non-profit organization.
The interest in the commission of certain actions by a non-profit organization, including the conclusion of transactions, entails a conflict of interests between the interested parties and the non-profit organization.
2. Interested parties are obliged to observe the interests of the non-profit organization, primarily in relation to the goals of its activities, and must not use the possibilities of the non-profit organization or allow their use for other purposes, in addition to those provided for by the constituent documents of the non-profit organization.
The term "opportunities of a non-profit organization" for the purposes of this article refers to property belonging to a non-profit organization, property and non-property rights, opportunities in the field of entrepreneurial activity, information about the activities and plans of a non-profit organization that is of value to it.
3. If an interested person has an interest in a transaction to which a non-profit organization is or intends to be a party, as well as in the event of another conflict of interests between the said person and the non-profit organization in relation to an existing or proposed transaction:
It is obliged to report its interest to the governing body of the non-profit organization or the body supervising its activities before the decision to conclude the transaction is made;
The transaction must be approved by the governing body of the non-profit organization or the body of supervision over its activities.
4. A transaction in which there is an interest and which has been concluded in violation of the requirements of this article may be declared invalid by a court.
An interested person shall be liable to a non-profit organization in the amount of losses caused by him to this non-profit organization.
If losses are caused to a non-profit organization by several stakeholders, their liability to the non-profit organization is joint and several.
Chapter V. Management of a non-profit organization
Article 28
The structure, competence, procedure for the formation and term of office of the governing bodies of a non-profit organization, the procedure for making decisions by them and acting on behalf of the non-profit organization are established by the constituent documents of the non-profit organization in accordance with this Federal Law and other federal laws.
Article 29
1. The supreme management bodies of non-profit organizations in accordance with their constituent documents are:
Collegiate supreme governing body for an autonomous non-profit organization;
general meeting of members for a non-profit partnership, association (union).
The procedure for managing the fund is determined by its charter.
The composition and competence of the governing bodies of public and religious organizations (associations) are established in accordance with the laws on their organizations (associations).
2. The main function of the supreme governing body of a non-profit organization is to ensure that the non-profit organization complies with the goals for which it was created.
3. The competence of the supreme governing body of a non-profit organization includes the following issues:
Changing the charter of a non-profit organization;
determination of priority areas of activity of a non-profit organization, principles for the formation and use of its property;
formation of executive bodies of a non-profit organization and early termination of their powers;
statement annual report and annual balance sheet;
statement financial plan non-profit organization and making changes to it;
creation of branches and opening of representative offices of a non-profit organization;
participation in other organizations;
reorganization and liquidation of a non-profit organization (except for the liquidation of a foundation).
The constituent documents of a non-profit organization may provide for the creation of a permanent collegiate governing body, which may be responsible for resolving the issues provided for in paragraphs five to eight of this clause.
Issues stipulated by paragraphs two - four and nine of this paragraph shall be within the exclusive competence of the supreme governing body of a non-profit organization.
4. A general meeting of members of a non-profit organization or a meeting of the collegiate supreme governing body of a non-profit organization is competent if more than half of its members are present at the said meeting or meeting.
The decision of the specified general meeting or meeting is adopted by a majority vote of the members present at the meeting or meeting. The decision of the general meeting or session on issues of the exclusive competence of the supreme governing body of a non-profit organization is taken unanimously or by a qualified majority of votes in accordance with this Federal Law, other federal laws and constituent documents.
5. For an autonomous non-profit organization, persons who are employees of this non-profit organization cannot make up more than one third of the total number of members of the collegiate supreme governing body of the autonomous non-profit organization.
A non-profit organization is not entitled to pay remuneration to members of its supreme management body for the performance of the functions assigned to them, with the exception of compensation for expenses directly related to participation in the work of the supreme management body.
Article 30. Executive body of a non-profit organization
1. The executive body of a non-profit organization may be collegiate and (or) sole. He carries out the day-to-day management of the activities of the non-profit organization and is accountable to the highest governing body of the non-profit organization.
2. The competence of the executive body of a non-profit organization includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the non-profit organization, as defined by this Federal Law, other federal laws and constituent documents of the non-profit organization.
Chapter VI. Non-profit organizations and public authorities
Article 31
1. Bodies of state power and bodies of local self-government create state and municipal institutions, assign property to them on the basis of the right of operational management in accordance with the Civil Code of the Russian Federation and carry out their full or partial financing.
State authorities and local governments, within their competence, may provide economic support to non-profit organizations in various forms, including:
Providing, in accordance with the law, benefits for the payment of taxes, customs and other fees and payments to non-profit organizations established for charitable, educational, cultural and scientific purposes, in order to protect the health of citizens, develop physical culture and sports, and other purposes established by law, taking into account the organizational and legal forms of non-profit organizations;
providing non-profit organizations with other benefits, including full or partial exemption from fees for the use of state and municipal property;
placement among non-profit organizations on a competitive basis of state and municipal social orders;
providing, in accordance with the law, tax benefits to citizens and legal entities that provide financial support to non-profit organizations.
2. It is not allowed to provide tax benefits on an individual basis to individual non-profit organizations, as well as individual citizens and legal entities providing financial support to these non-profit organizations.
Article 32. Control over the activities of a non-profit organization
1. A non-profit organization maintains accounting records and statistical reporting in the manner prescribed by the legislation of the Russian Federation.
A non-profit organization provides information about its activities to state statistics authorities and tax authorities, founders and other persons in accordance with the legislation of the Russian Federation and the constituent documents of a non-profit organization.
2. The size and structure of income of a non-profit organization, as well as information on the size and composition of the property of a non-profit organization, on its expenses, the number and composition of employees, on their remuneration, on the use of unpaid labor of citizens in the activities of a non-profit organization cannot be the subject of a commercial secret.
Chapter VII. Final provisions
Article 33. Responsibility of a non-profit organization
1. In the event of a violation of this Federal Law, a non-profit organization shall be liable in accordance with the legislation of the Russian Federation.
2. If a non-profit organization has committed actions that contradict its goals and this Federal Law, the non-profit organization may be issued a warning in writing by the body carrying out state registration of legal entities, or the prosecutor may submit a proposal to eliminate violations.
3. If a non-profit organization issues more than two written warnings or recommendations to eliminate violations, the non-profit organization may be liquidated by a court decision in the manner prescribed by Article 19 of this Federal Law and the Civil Code of the Russian Federation.
Article 34. Entry into force of this Federal Law
1. This Federal Law shall enter into force on the day of its official publication.
2. Propose to the President of the Russian Federation and instruct the Government of the Russian Federation to bring their legal acts in accordance with this Federal Law.
The president
Russian Federation
B. Yeltsin
Non-profit organizations (hereinafter referred to as NPOs) are one of two large groups of legal entities (the other group includes commercial organizations). Basic hallmark non-profit organizations is (and this follows from their very name) that they are not created for the purpose of carrying out commercial activities.
What is an NPO, goals of creation, independence
Non-profit organizations are understood as those created for educational, cultural and other purposes specified in their constituent documents, and:
- not having as the main goal the extraction of profit;
- not distributing the profit received as a result of their activities among their participants (clause 1, article 50 of the Civil Code of the Russian Federation).
An indicative list of goals for the creation of NCOs is enshrined in clause 2 of Article 2 N 7-FZ “On Non-Commercial Organizations” dated 12.01.1996 (hereinafter - the Federal Law on NCOs). According to this law, NGOs can be created for:
- achievement of social, charitable, spiritual, cultural, educational, scientific and managerial goals;
- development of physical culture and sports, protection of the rights and legitimate interests of citizens, etc.
This list is not exhaustive, this paragraph provides that NCOs can be created for other purposes aimed at achieving public benefits.
In addition, the goals of the creation and activities of NPOs are fixed by separate federal laws.
In this article, we will consider the topic of entrepreneurial activity of non-profit organizations (NPOs) in Russia. Are they allowed to run a business? What is meant by such activity and what limits and restrictions in its implementation by non-profit organizations are contained in the law. To begin with, let's look at what generally should be understood by the term "entrepreneurial activity".
Entrepreneurial activity(including for NGOs) is an independent activity carried out at your own peril and risk, aimed at systematic obtaining profits from the use of property, the sale of goods, the performance of work or the provision of services by persons registered in the manner prescribed by law (clause 1, article 2 of the Civil Code of the Russian Federation). A very important feature is "systematic". Those. unsystematic income from the above sources of activity and one-time transactions are not entrepreneurial activities at all, but are other income-generating activities.
To answer the question can non-profit organizations engage in entrepreneurial activities , i.e. systematic commercial activities, let's look at part 2 of Art. 24 Federal Law No. 7-FZ of January 12, 1996 "On Non-Commercial Organizations", which says: a non-profit organization can carry out entrepreneurial and other income-generating activities only insofar as This serves to achieve goals for which it was created and meets the specified goals, given that what kind of activity listed in its founding documents.
Here is the answer: non-profit organizations can conduct entrepreneurial activities , But with certain restrictions imposed on her by law.
At the same time, this article of the Federal Law also contains an explanation of what is permissible entrepreneurial activity of non-profit organizations . Such activity is the profitable production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as a contributor.
Thus, in order not to have complications in relations with government bodies, a non-profit organization should be engaged only in those commercial activities that are directly related to the goals of its creation and activities. For example, public organization dog breeders have the right to manufacture or resell food and accessories for dogs, and not as non-parts for cars. non-profit association doctors have the right to provide medical services and carry out trade in medical preparations, and not engage in the repair of household appliances.
Let's list again mandatory conditions or features entrepreneurial activities that a non-profit organization is entitled to carry out:
- the commercial activities of an NPO should serve to achieve the goals for which the non-profit organization was created
- entrepreneurial activities of NPOs should be consistent with these goals
- Entrepreneurial activities of a non-profit organization must be expressly stated in its charter, in the form of a list of activities with a specific indication of the types of activities, for example, production, transfer of goods or services
Based on the foregoing, we can conclude that the process of preparing the constituent documents of an NPO is a very important stage, including determining what types of commercial or entrepreneurial activities a non-profit organization will be able to engage in in the future, after its state registration.
If a non-profit organization needs to start doing business or carry out several trading operations, and these types of commercial activities, although they correspond and serve the purposes of its creation, are not listed in its charter, there is only one way out - to register changes to the Charter of the NPO.
So, in this article we tried to highlight the topic " entrepreneurial activity of non-profit organizations and answered the question Can NGOs carry out commercial activity ". We hope that this information has helped you.
