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Private institution of the Civil Code of the Russian Federation. Private institution

The fundamental details about these types of organizations are described in Article 123.23. Civil Code of the Russian Federation. In addition, Article 9 of Federal Law No. 7 “On Non-Profit Organizations” also regulates some legal aspects in relation to private institutions and their activities. Let us consider in detail some legal issues and other issues.

The concept and activities of a private institution

An institution is a unitary non-profit association founded by the owner in the manner regulated by the charter, to carry out activities to achieve the following goals:

public;
cultural;
managerial;
other non-commercial tasks.

Part 1 of Article 9 of Federal Law No. 7 establishes the concept: a private institution is a non-profit association founded by the owner to implement the above activities.

Types of association data:

private (registered as a citizen or legal entity);
state (formed by the Russian Federation, a subject of the Russian Federation or an authorized body of a municipal district).

A private institution operates based on the normative provisions of the charter - the only possible type of constituent documentation.

The Charter is subject to approval by the following persons:

the sole owner of the property;
by all owners - upon establishment carried out jointly.

The requirements of the charter must be fulfilled not only by the organization itself, but also by its founders.

The issue of creation is decided by the founder (founders).

To be able to carry out their activities, these types of organizations must undergo a procedure state registration according to the procedure regulated by 129-FZ, taking into account the nuances associated with the procedure for registering non-profit associations.

The decision on registration is made by the Ministry of Justice of the Russian Federation. Based this decision the registering authority (territorial inspectorate of the Federal Tax Service) makes a corresponding entry in the Unified State Register of Legal Entities.

Features and distinctive features of a private institution

subject of the Russian Federation;

citizens;
legal entities.

the property is redundant.

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What is the peculiarity/difference/uniqueness of a private institution from other organizational legal forms? Why do some people choose this particular form?

ALEKSANDER 08/14/2019 13:13

All the main differences of a private institution are indicated in Art. 123.23 Civil Code of the Russian Federation

Civil Code of the Russian Federation Article 123.23. Private institution

1. A private institution is fully or partially financed by the owner of its property.

2. A private institution is liable for its obligations with the funds at its disposal. If the specified Money The owner of its property bears subsidiary liability for the obligations of a private institution.

3. A private institution may be transformed by its founder into an autonomous non-profit organization or foundation.

Federal Law of January 12, 1996 N 7-FZ (as amended on July 29, 2018) “On Non-Profit Organizations” (as amended and supplemented, entered into force on January 1, 2019)

Article 9. Private institutions

1. A private institution is a non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-commercial nature.

2. The property of a private institution is under its right of operational management in accordance with the Civil Code Russian Federation.

The main difference from other types of institutions is the circle of persons who have the right to found such an organization.

State and municipal can be formed:

subject of the Russian Federation;
the relevant municipal body.

Private companies have the opportunity to create and carry out activities on the initiative of:

citizens;
legal entities.

According to comparative analysis, private, like other types of institutions:

operate on the basis of full or partial financing of property owners;
bear obligations within financial assets that are at the disposal of the organization;
If the organization lacks material resources, the owner of the property becomes subject to subsidiary liability.

Property of a private institution, its disposal

The procedure for disposing of property is described in Part 1 of Article 123.21. Civil Code of the Russian Federation. The law applies to both private and municipal institutions.

According to the provisions of this article, the founder is the owner of the property. The property of a private institution can be:

assigned to the institution by the owner himself;
acquired for other reasons.

Regardless of the method of formation of the property, the right of operational management is assigned to it in accordance with the procedure established by Article 296 of the Civil Code of the Russian Federation.

A private institution has the right:

own and use property in accordance with the purposes of the non-commercial activity being carried out;
own and use property based on the intended purpose of such property;
dispose of property only with the permission of the owner, unless otherwise provided by the relevant law.

The owner has the opportunity to withdraw property that was assigned to the institution or acquired using material funds allocated by the owner for the purchase, on the following grounds:

the property is not used for its intended purpose;
the property is not used at all;
the property is redundant.

After the seizure procedure is completed, the owner acquires the right to use the seized property at his own discretion.

Transformation of private institutions

The procedure for conversion to other forms is regulated accordingly:

part 7 of article 123.22. - for state (municipal)
part 3 of article 123.23. - for private.

The main difference in the order of conversion is as follows:

the founder of a private institution can at any time carry out the procedure of transformation into an autonomous non-profit organization or foundation;
municipal institution may be transformed into other organizational and legal forms of legal entities, if such a possibility is provided for by law.

Sazonov Sergey Vladimirovich 17.08.2019 16:08

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Federal Law of January 12, 1996 N 7-FZ (as amended on July 29, 2018) “On Non-Profit Organizations” (as amended and supplemented, entered into force on January 1, 2019) Article 9. Private institutions (as amended Federal Law dated 03.11.2006 N 175-FZ) (see text in the previous edition) 1. A private institution is a non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-profit nature. 2. The property of a private institution is under its right of operational management in accordance with the Civil Code of the Russian Federation.

Dubrovina Svetlana Borisovna 18.08.2019 00:00

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ST 123.23 Civil Code of the Russian Federation

1. A private institution is fully or partially financed by the owner of its property.

2. A private institution is liable for its obligations with the funds at its disposal. If these funds are insufficient, the owner of its property bears subsidiary liability for the obligations of a private institution.

3. A private institution may be transformed by its founder into an autonomous non-profit organization or foundation.

Commentary to Art. 123.23 Civil Code of the Russian Federation

1. A private institution is a type non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-profit nature (see Article 9 of the Federal Law of January 12, 1996 N 7-FZ “On Non-Profit Organizations”).

Specific features of a private institution:

Not membership based;

Does not have the right of ownership to the property transferred by the founder;

Fully or partially financed by the property owner;

If the institution's funds are insufficient, the owner of its property bears subsidiary liability for its obligations;

The objectives of the activity are the implementation of managerial, socio-cultural or other functions of a non-commercial nature;

Management of the institution and its property is carried out by persons appointed by the founder(s). As a rule, this is the sole executive body.

2. The organizational and legal form of the institution allows its founder to implement through the creation of such legal entity their interests, while remaining the owner of its property and exercising very significant control in the management of the organization and the disposal of its property.

In particular, the owner should not allow a situation where, if a private institution has insufficient funds, he may incur subsidiary liability for its obligations.

3. Paragraph 3 of the commented article establishes an exhaustive list of organizational and legal forms of transformation of a private institution - this is an autonomous non-profit organization or foundation. Both forms of non-profit organization are unitary organizations.

4. In most cases, private institutions are created in educational, medical, as well as other socio-cultural spheres, for example:

1) educational institutions. In accordance with Part 4 of Art. 22 Federal Law of December 29, 2012 N 273-FZ “On Education in the Russian Federation”, an educational organization, depending on who created it, is state, municipal or private. According to Part 7 of the same article, a private educational organization is an educational organization created in accordance with the legislation of the Russian Federation by an individual or individuals and (or) a legal entity, legal entities or their associations, with the exception of foreign religious organizations. For example:

a) private preschool educational institution kindergarten"Sun" in Bryansk (see URL: garden-sun.rf/; garden-sun.rf/files/other/deystvuyuschiy_ustav.doc). The institution is a kindergarten and, as the main goal of its activities, carries out educational activities according to educational programs of preschool education, supervision and care of children in groups of general developmental and compensatory orientation (for children with speech impairments);

b) private educational institution higher education"National Open Institute of St. Petersburg" (see URL: noironline.ru/; noironline.ru/files/2016/Ustav_26.01.2016.pdf; Order of Rosobrnadzor dated 08/11/2016 N 1413 "On state accreditation educational activities private educational institution higher education "National Open Institute of St. Petersburg"). The subject of activity of this institution is the implementation educational programs at all levels of training in accordance with existing licenses and accreditations; implementation of additional professional programs, implementation of training, retraining and (or) advanced training of workers in various fields, scientific and scientific-pedagogical workers; implementation of fundamental and applied scientific research; implementation of e-learning, use of distance learning technologies, etc.;

2) medical institutions. In accordance with Part 2 of Art. 29 Federal Law of November 21, 2011 N 323-FZ “On the fundamentals of protecting the health of citizens in the Russian Federation”, the organization of health care is based on the functioning and development of state, municipal and private health care systems. By virtue of Part 5 of the same article private system health care are created by legal entities and individuals medical organizations, pharmaceutical organizations and other organizations operating in the field of health care, for example:

a) private healthcare institution "Elizabeth Children's Hospice" - non-profit, unitary, private medical institution, which is intended to provide symptomatic (palliative) treatment, selection of necessary analgesic therapy, provision of medical, social assistance, care, psychological rehabilitation and adaptation of seriously and hopelessly ill children; psychological support for relatives and friends of patients during illness and loss of a loved one. In its practice, this institution carries out medical activities and activities related to turnover narcotic drugs And psychotropic substances on the basis of appropriate state licenses, and does not pursue profit as the main goal of its activities (URL: helpcomplex.ru/upload/image/root/Ustav_ves_.jpg);

b) private health care institution "Medical and Sanitary Unit" - a private health care institution - a modern well-equipped multidisciplinary clinic that provides highly qualified medical care, operating throughout the Southern Federal District (URL: chuzmsch.ru/).

5. Judicial practice:

Resolution of the Arbitration Court of the North-Western District dated December 10, 2014 in case No. A56-43782/2013 (on invalidating the charter of the institution in terms of granting it the right of operational management in relation to the property specified in the inventory);

Resolution of the Thirteenth Arbitration Court of Appeal dated October 27, 2014 in case No. A56-43782/2013 (on invalidating the charter of a legal entity);

Resolution of the Fourteenth Arbitration Court of Appeal dated October 10, 2013 in case No. A13-3286/2013 (on the collection of debt to finance the activities of the institution).

3. Autonomous non-profit organizations

Full text of Art. 123.23 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2020. Legal consultations under Article 123.23 of the Civil Code of the Russian Federation.

1. A private institution is fully or partially financed by the owner of its property.

3. A private institution may be transformed by its founder into an autonomous non-profit organization or foundation.

Commentary on Article 123.23 of the Civil Code of the Russian Federation

1. A private institution is a type of non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-commercial nature.

Specific features of a private institution:
- not based on membership;
- does not have the right of ownership to the property transferred by the founder;
- fully or partially financed by the owner of the property;
- if the institution’s funds are insufficient, the owner of its property bears subsidiary liability for its obligations;
- goals of activity - implementation of managerial, socio-cultural or other functions of a non-commercial nature;
- management of the institution and its property is carried out by persons appointed by the founder (founders). As a rule, this is the sole executive body.

2. The organizational and legal form of an institution allows its founder to realize his interests through the creation of such a legal entity, while remaining the owner of its property and exercising very significant control in the management of the organization and the disposal of its property.

In particular, the owner should not allow a situation where, if a private institution has insufficient funds, he may incur subsidiary liability for its obligations.

4. Applicable law:
- BC RF;
- Federal Law dated November 10, 2009 N 259-FZ “On Moscow state university named after M.V. Lomonosov and St. Petersburg State University";
- Federal Law of November 3, 2006 N 174-FZ “On Autonomous Institutions”;
- Federal Law dated 04.05.2005 N 32-FZ “On the Public Chamber of the Russian Federation”;
- Federal Law of May 31, 2002 N 63-FZ “On advocacy and the legal profession in the Russian Federation”;
- Federal Law dated May 26, 1996 N 54-FZ “On the Museum Fund of the Russian Federation and museums in the Russian Federation”;
- Federal Law dated January 12, 1996 N 7-FZ “On Non-Profit Organizations”.

Consultations and comments from lawyers on Article 123.23 of the Civil Code of the Russian Federation

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