Article 50 of the Civil Code of the Russian Federation. Commercial and non-profit organizations

The entrepreneurial activity of non-profit organizations is one of the sources of cash income, allowing them to successfully solve problems aimed at achieving the goals of their functioning. In this article, the reader will find information about whether NPOs can carry out entrepreneurial activities, in which cases the legislator grants NPOs the right to conduct them, and also learn about how to obtain the legal right to perform certain types of work that generate income for the association.

Table of contents

• Part 1 of Article 50 of the Civil Code of the Russian Federation
• Part 2 of Article 50 of the Civil Code of the Russian Federation
• Part 3 of Article 50 of the Civil Code of the Russian Federation
• paragraph 1
• point 2
• clause 2.1
• point 3
• point 4
• point 5
• paragraph 6
• paragraph 7
• paragraph 8
• paragraph 9
• paragraph 10
• paragraph 11
• paragraph 12
• paragraph 13
• paragraph 14
• paragraph 15

OKVED for NPOs

The basis for opening a new NPO is an application drawn up in form P11001, approved by the order of the Federal Tax Service of the Russian Federation “On approval...” dated January 25, 2012 No. ММВ-7-6/ [email protected] Sheet I of the said application must contain information about the activity codes of the registered association, selected in accordance with the All-Russian Classifier of Types of Economic Activities (OKVED), put into effect by the order of Rosstandart “On adoption...” dated January 31, 2014 No. 14-st.

The application must indicate:

• code of the main activity of the association;
• codes of its additional activities.

For certain types of activities of NPOs, special codes are used. For example, code 87.90 can be used by organizations providing residential care services:

• in orphanages;
• children's boarding schools and hostels;
• temporary shelters for the homeless, etc.

If an NPO plans to conduct additional activities that qualify as entrepreneurial, it will need to indicate the corresponding codes in an additional window. It is worth remembering that the entrepreneurial activities of non-profit organizations

must be interconnected with the main direction of functioning for which they are created.

The selected OKVED codes must also be indicated in the charter of the NPO submitted for registration.

Is it possible to transform a budgetary institution into a closed joint-stock company?

Institutions by type of ownership are divided into private, state and municipal. State and municipal institutions can be financed from the budget or autonomously. Therefore, if we are talking about a budgetary institution, we mean that it is a state or municipal non-profit organization. According to civil law, a budgetary institution is created not to make a profit, but to carry out non-profit socio-cultural, managerial or other functions. Closed joint stock company, in accordance with Art. 50 of the Civil Code of the Russian Federation, refers to business companies, which are commercial organizations that derive profit from their activities. The activities of budgetary institutions and business entities differ in nature. The law allows the transformation of a state or municipal institution only into another form of non-profit organization, and does not contain rules that open up the possibility of transforming it into a business company.

Forms of non-profit organizations

10.05.2017

Creation of companies

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 profits received among participants.

Features of non-profit organizations.

1. They can be created in any forms provided for by the Civil Code and other laws.
2. They have the right to carry out only those types of activities that are provided for by their constituent documents.
3. The right to engage in entrepreneurial activity insofar as it serves to achieve the goals set.
4. Non-profit organizations are not declared insolvent (bankrupt) by a court decision if they are unable to satisfy the demands of creditors. The exception is consumer cooperatives and funds.

Stages of state registration.

First stage: making a decision to register a non-profit organization.

The founders make a decision to register a non-profit organization and submit the necessary documents to the authorized body before the expiration of 3 months from the date of the decision to register. In Moscow, the authorized body is the Main Directorate of the Ministry of Justice of the Russian Federation.

Second stage: sending documents to the registration authority for entering information into the Unified State Register of Legal Entities.

The authorized body, no later than 14 working days from the date of receipt of the documents, must make a decision on the registration of a non-profit organization and redirect these documents to the registration authority for entering information into the Unified State Register of Legal Entities.

Third stage: entering information into the Unified State Register of Legal Entities.

The registration authority, no later than 5 working days from the date of receipt of the documents, enters information about the state registration of the non-profit organization into the Unified State Register of Legal Entities.

Fourth stage: issuing a certificate of state registration to the applicant.

The authorized body issues a certificate of state registration within 3 working days from the date of receipt of information from the registration authority about making an entry in the Unified State Register of Legal Entities.

Types of non-profit organizations.

1) The Fund is a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions.

Purposes of creation: social, charitable, cultural, educational and other socially useful.

Characteristics:

• No membership or participants
• Liquidation only by court
• The Charter is changed by decision of the Fund’s bodies (if permissible under the Charter) or by the court
• Supervision is carried out by the board of trustees (on a general basis)

2) Autonomous non-profit organization - a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions.

The purpose of the establishment is to provide services in the field of education, healthcare, culture, science, law, physical education and sports, and other services.

Characteristics:

• No membership
• The founders lose the right to the transferred property
• Carries out the business activity for which it was created
• The founders have the right to use the services of the organization on an equal basis with others

3) Unions and Associations – associations of legal entities and (or) citizens.

The purpose of creation is to represent and protect common property interests.

Characteristics:

• Members of the Union bear subsidiary liability for its obligations
• When leaving the Union, members bear subsidiary liability for two years
• Members have the right to use the services of the Union free of charge

4) State corporation - a non-profit organization that does not have membership, established by the Russian Federation through the adoption of a federal law on the basis of a property contribution.

The purpose of creation is the implementation of social, managerial or other socially useful functions.

Characteristics:

• No membership
• No constituent documents are required to create

5) Private institutions - a non-profit organization created by the owner (citizen or legal entity).

The purpose of the creation is to carry out managerial, socio-cultural or other functions of a non-commercial nature.

Characteristics:

• Property is assigned to the right of operational management (subsidiary liability)
• A state or municipal institution can be budgetary, autonomous or state-owned
• Private and budgetary institutions are fully or partially financed by the owner of their property

6) Consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership.

The purpose of the creation is to satisfy the material and other needs of the participants, carried out by combining its members with property shares.

Characteristics:

• Consolidation of member contributions
• Members are required to make additional annual contributions to cover losses within three months of approval of the annual balance
• Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative

7) Communities of indigenous peoples of the Russian Federation - forms of self-organization of persons belonging to the indigenous peoples of the Russian Federation and united according to consanguinity and (or) territorial-neighborhood principles.

The goals of the creation are the protection of the original habitat, the preservation and development of the traditional way of life, farming, crafts and culture.

Characteristics:

• Carry out business activities consistent with the purposes for which they were created
• Members have the right upon withdrawal and liquidation to part of the property

Public associations are voluntary associations of citizens united on the basis of their common interests in the manner prescribed by law.

The purpose of creation is to satisfy spiritual and other non-material needs.

Characteristics:

• Are considered created from the moment of the constituent meeting
• Can exist without state registration
• Acquire the status of a legal entity from the moment of registration
• They do not retain the right to the property transferred into ownership, including membership fees
• The right to carry out business activities for which they were created

9) Religious associations are voluntary associations of citizens who, in accordance with the procedure established by law, united on the basis of their common interests.

The purpose of creation is to satisfy spiritual or other non-material needs.

Characteristics:

• They do not retain the right to the property transferred into ownership, including membership fees
• The right to carry out business activities for which they were created

10) Cossack societies are a form of self-organization of citizens of the Russian Federation, united on the basis of common interests.

The goals of the creation are the revival of the Russian Cossacks, the protection of their rights, the preservation of the traditional way of life, economic management and culture of the Russian Cossacks.

Characteristics:

• Cossack societies are subject to inclusion in the state register of Cossack societies in the Russian Federation
• Cossack society has the right to carry out entrepreneurial activities consistent with the goals for which it was created
• Property transferred to the Cossack society by its members, as well as property acquired from income from its activities, is the property of the Cossack society

11) State company is a non-profit organization that does not have membership and was created by the Russian Federation on the basis of property contributions.

The purpose of the establishment is to provide public services and perform other functions using state property on the basis of trust management.

Characteristics:

• Property transferred to a state company by the Russian Federation as property contributions, as well as property created or acquired by a state company as a result of its own activities, with the exception of property created from income received from the implementation of trust management activities, is the property of the state company.

Summary table with types and characteristics of non-profit organizations.

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Goals and resources to achieve them

A unitary non-profit organization, created by an owner, a municipality, or a country, works because it has some special task. This is formed by government authorities that have the appropriate powers, as well as self-government structures that are entrusted with the authority to divide money allocated from the budget. If the institution is private, activities are ensured through property transferred according to the rules of operational management. Property may include amounts of money. The institution must be responsible for all obligations related to the money it has on hand. If the situation corresponds to that specified in the law, it is also necessary to take responsibility for other property obligations. If there is not enough money at the disposal of the institution, responsibility for this rests with the owner. Detailed details can be clarified in Article 123 of the Civil Code, part 23, paragraph two, and in part 22, paragraphs four to six.

What kind of reporting does ANO submit to the simplified tax system?

It is beneficial to use a simplified taxation system for autonomous non-profit organizations, as it reduces the number of reports submitted. A simplified declaration under the simplified tax system is submitted once a year. If the document contains a total with a zero value, it is not exempt from delivery.

Autonomous non-profit organizations on the simplified tax system do not pay VAT, income tax and property tax; therefore, reporting on these taxes is not required. Property tax is paid if:

• the organization has property on its balance sheet that is subject to taxation at cadastral value;
• the organization is a tax agent and leases property from the state.

Declarations are submitted for these items.

ANOs also submit the following reports to various authorities:

• Inspectorate of the Federal Tax Service, Social Insurance Fund and Pension Fund of Russia;
• OPS, compulsory medical insurance and social insurance;
• Rosstat;
• Ministry of Justice

For convenience, we have collected in one table the deadlines for submitting reports for autonomous non-profit organizations on the simplified tax system in 2021:

Lack of activity does not exempt the ANO from submitting the following reports:

• balance sheet, report on intended use;
• declarations according to the simplified tax system;
• 6 personal income tax;
• SZV-M, SZV-experience, ERSV, 4 FSS;
• forms 1-NKO and No. 11 (short).

Legal basis

As for the legislative framework regulating various aspects of the activities of such structures, it is worth looking for it in the Civil Code of the Russian Federation, and in more detail, in the section “Non-profit organizations”. It is here that all the characteristics relating to the civil legal status of such communities and the procedure for their receipt and operation of any property are contained.

In addition, the concept and types of non-profit organizations are also defined in the section mentioned above. In this branch of the law you can find all the necessary information about what activities and how exactly charitable foundations can engage in. It also sets out the requirements that various types of non-profit organizations must display in their constituent documentation.

Rules and nuances

The Foundation is a non-profit unitary organization, the charter of which can be adjusted by court decisions. The case in which such a decision can be made is initiated by a statement from one of the bodies of the organization or government agency that has the authority to control the work of this legal entity. They go to court if maintaining the statutory documentation in its original form may provoke consequences that are unpredictable during the formation of the structure, while the collegial body refuses to make changes. To find out in more detail about the current capabilities of the courts related to this issue, you should study the latest edition of the first paragraph of the 123rd block of the Civil Code.

A special unitary enterprise is a non-profit organization formed in the format of a pension fund. Its position is regulated by the previously mentioned block 123 of the Civil Code, namely parts 18 to 20. It indicates how it can be reorganized, what are the situations that allow this. The Civil Code norms are drawn up taking into account a special federal regulatory act adopted to declare the work of such structures.

A foundation is a unitary enterprise, a non-profit organization that has property received from the founder (there may be several of them). Everything that is transferred to the structure becomes property; the founders do not retain any rights to property in relation to the formed legal entity. Accordingly, they do not have the need to take responsibility for the obligations that the structure has assumed. This is also true in the opposite direction: whatever the founder's obligations, the formed fund does not need to account for them. The property received by the structure is used to achieve the goals specified in the statutory documentation. From year to year, such an organization must present to the public reports showing how it manages its property assets.

About the funds

The Foundation is a non-profit unitary organization that does not require members. Individuals and legal entities can act as founders. The basis of the foundation's existence is contributions made voluntarily in the form of property. A foundation can only be called a person that was created to achieve some social purpose, including those related to cultural development or charity.

The basic document regulating the work of an organization is its charter. It must indicate the full name of the structure, which must directly include the word “fund”. This non-profit unitary organization must indicate in its statutory documentation the address of its location, the main purpose (reason for formation), and the subject of its activity. It is officially necessary to document what the bodies of the legal entity are and indicate the highest collegial structure. The charter is a source of comprehensive data on the trustee structure responsible for monitoring the work of the legal entity. The documentation records the procedure for appointing those wishing to positions within the fund and releasing them from obligations. The articles of association must contain sufficiently detailed information regarding the possible liquidation procedure. Already when creating a legal entity, it is necessary to clarify what will happen to the accumulated property if the situation develops this way.

Controls

As mentioned above, NPOs, being legal entities, have their own system of governing bodies.

The system of governing bodies of NPOs, the procedure for their formation and competence vary depending on what form and type a particular organization belongs to.

The procedure for forming NPO bodies is determined by their charters in accordance with the laws regulating the activities of specific types of NPOs.

As mentioned above, all NPOs are divided into two large groups - corporate and unitary.

What is common to all corporate NPOs is that they are created on the basis of membership; this is what is associated with the main feature of the system of governing bodies of NPOs of this type - the presence of a supreme body representing the interests of all its participants (general meeting of members, etc.).

According to Part 2, Clause 1, Art. 65.3 of the Civil Code of the Russian Federation for corporate non-profit organizations and production cooperatives with the number of members (participants) of more than 100, a special rule is provided - in these non-profit organizations, the highest governing body can be a meeting, congress, conference, i.e. a body formed by participants (members) of an NPO on the basis of representation (participants send their delegates to participate in the work of the supreme body).

Paragraph 2 of this article defines a list of issues falling within the competence of the supreme body of corporate non-profit organizations. These include, for example, but are not limited to:

• approval (change) of the NPO charter;
• formation (formation) and termination of powers of other management bodies of NPOs;
• approval of annual accounting (financial) balance sheets and reports;
• formation of special audit bodies (audit commission, auditor), termination of their powers;
• making decisions on liquidation or reorganization of NPOs.

This list is approximate, i.e. it can be changed in accordance with the law by the charter of the NPO. For example, resolving issues regarding the formation of management bodies, approval of annual balance sheets, and reporting may fall within the competence of other collegial bodies of NPOs.

The specifics of the formation of the highest body of NPOs are provided for by separate federal laws. So, for example, Art. 23 of the Federal Law “On Agricultural Cooperation” provides that in a cooperative that includes more than two hundred members, a general meeting of members of the cooperative can be held in the form of a meeting of authorized representatives.

In NPOs, in addition to the supreme management body, a sole executive body is formed. Depending on the type of NPO, a director, president, etc. may act as the sole executive body.

In addition, according to paragraph 1 of Art. 53, part 1, clause 3, art. 65.3 of the Civil Code of the Russian Federation in non-profit organizations, the execution of the functions of the executive body may be entrusted to several persons, or the charter may provide for the formation of several independent sole executive bodies.

Also, the law provides for the possibility of carrying out the functions of a sole executive body by specially attracted individuals or legal entities.

Particular provision is made for the possibility of creating a special collegial executive body (supervisory board, etc.), the main function of which is to monitor the activities of the executive body of the NPO (clause 4 of Article 65.3 of the Civil Code of the Russian Federation).

The competence of the management bodies of NPOs is determined by law and their charters, while the competence of the sole executive body is determined by the competence of the highest management body of the NPO, i.e. The competence of the sole executive body includes resolving issues that are not within the competence of the highest body of the NPO or the collegial executive body by law or charter.

Results

It is easiest to carry out accounting for non-profit organizations that carry out only socially basic activities.
The results from it are recorded on the account. 86. It is more difficult to maintain accounting for an NPO that additionally engages in entrepreneurship. In this case, the accountant will have to clearly separate the results of socially fundamental activities (with accumulation on account 86) and entrepreneurial ones (with accumulation on account 90). The results from other activities of the non-profit organization (sale of assets) are recorded in the account. 91. Profit (loss) from business and other activities must be closed at the end of the year on the account. 86. More complete information on the topic can be found in ConsultantPlus. Free trial access to the system for 2 days.

Key differences

To better understand the fact of what the structure of a non-profit format is, it is worth paying attention to its features. And this, first of all, will be their social character. In other words, they always unite either legal entities (various organizations) or ordinary citizens.

Such communities are formed exclusively on a voluntary basis and exist with public money. At the same time, the opportunity for entrepreneurial activity is open to them. But the basis for such an initiative can only be the achievement of statutory goals. It is worth noting the fact that different types of non-profit public organizations receive certain benefits from the state regarding the payment of taxes.

Should know

Non-profit organizations - state unitary enterprises, institutions, foundations - are legal entities whose existence is not intended to make a profit. These persons do not have the right to distribute profits among participants even if they have been received. Only those legal entities that are not faced with the task of generating profit and sharing it can be non-profit. These types of legal entities are formed to serve the public interest and increase the amount of benefits people need. Some organizations are formed in order to improve people's health and satisfy various needs in addition to material ones. There are legal entities created to protect legal interests, laws, as well as eliminate conflict situations and find solutions when forming them. Other goals may be pursued if they ultimately provide some social benefit.

Any non-profit organization, state unitary enterprise, foundation or other form is a type of legal entity subject to registration at the state level. Formation occurs without indicating in advance the period of activity of the institution, unless it is specified in the constituent documentation. To register a new enterprise, you need to send a package of official papers to the Ministry of Justice or the local branch of this authority. Officials will need constituent documentation, a statement from a person with the appropriate authority. To establish a legal entity privately, you need to provide a charter. Officials need a decision on the formation of an organization and official information about the founders. The applicant must pay the state fee and provide a receipt confirming this, as well as attach papers regulating the exact location, that is, the address at which the legal entity can be contacted.