home Business blogs State and municipal unitary enterprises, non-profit organizations. Non-profit unitary organizations: concept, types, features of the legal status Non-profit unitary enterprises

State and municipal unitary enterprises, non-profit organizations. Non-profit unitary organizations: concept, types, features of the legal status Non-profit unitary enterprises

Types of legal entities

Civil Code and RF classifies legal entities on the
commercial and non-profit organizations.

Commercial organizations- These are legal entities that pursue profit as the main goal of their activities.

Non-Profit Organizations- these are legal entities that do not have profit making as such a goal and do not distribute the profit received among the participants. commercial organizations, with the exception of unitary enterprises and other organizations provided for by law, are endowed with general legal capacity (Article 49 of the Civil Code of the Russian Federation) and can carry out any type of entrepreneurial activity not prohibited by law, if the constituent documents of such commercial organizations does not contain an exhaustive (complete) list of activities that the relevant organization has the right to engage in.
Unitary enterprises, as well as other commercial organizations for which the law provides for special legal capacity (banks, insurance organizations and some others), are not entitled to make transactions that contradict the goals and subject of their activities, defined by law or other legal acts. Such transactions are void.
Transactions made by other commercial organizations, contrary to the goals of activity, specifically limited in their constituent documents, may be recognized by the court as invalid in the cases provided for in Article 173 of the Civil Code.

Another classification of legal entities, provided for by the Civil Code of the Russian Federation, is based on the peculiarities of the rights of the founders (participants) of a legal entity to the property of a legal entity.
Legal entities in respect of which their participants have rights of obligation include business partnerships and companies, production and consumer cooperatives.
Legal entities, on the property of which their founders have the right of ownership or other real right, include state and municipal unitary enterprises and owner-funded institutions.
Legal entities in respect of which their founders (participants) do not have property rights (neither real nor liability rights) include public and religious organizations, charitable and other foundations, associations of legal entities.

A. Commercial organizations

The Civil Code of the Russian Federation exhaustively defines the types of commercial organizations. These include:

business partnerships and companies,
state and municipal unitary enterprises,
production cooperatives .

Business partnerships and companies

Business partnerships and companies recognized as commercial organizations with shares (contributions) of founders (participants) authorized (reserve) capital. To business partnerships relate:

general partnerships,
limited partnerships (limited partnerships).

To business companies relate:

joint-stock company,
society with limited liability,
additional liability company.

Participants in general partnerships and general partners in limited partnerships may be:

individual entrepreneurs,
and/or commercial organizations.

Participants of economic companies and investors in limited partnerships may be:

citizens
and legal entities.

State bodies and bodies of local self-government are not entitled to act as participants in economic companies and investors in limited partnerships, unless otherwise provided by law.
Institutions financed by owners may be participants in economic companies and investors in partnerships with the permission of the owner, unless otherwise provided by law.
The law may prohibit or restrict the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint-stock companies.
To common features of business partnerships and companies relate:

Division of authorized (share) capital into shares (shares).
Investments in property can be money, securities,
other things or property rights or other rights having
monetary value. Monetary assessment of the contribution of a participant in economic
society is made by agreement between the founders
(participants) of the company and in cases provided for by law,
subject to independent peer review.
The same type of management structure, the supreme governing body in which is the general meeting of participants.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, with the exception of cases provided for by the Civil Code of the Russian Federation and other laws.
Rights and obligations of participants

General partnership - a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (Article 69 of the Civil Code of the Russian Federation). The liability of participants in a general partnership is joint and several-subsidiary.
Faith partnership(limited partnership) - a partnership in which, along with participants carrying out entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more participants - contributors (limited partners) who bear the risk of losses associated with the activity partnerships, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.
A general partnership and a limited partnership are created on the basis of memorandum of association.
Limited Liability Company- a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.
The founding documents of a limited liability company are:

memorandum of association,
charter.

If a company is founded by one person, its founding document is the charter.
The number of participants in a limited liability company must not exceed 50 participants. Otherwise, it is subject to transformation into a joint-stock company within a year, and after this period - liquidation in judicial order, if the number of its participants does not decrease to the limit established by law.
The supreme body of a limited liability company is the general meeting of its participants.
The charter of the company may provide for the formation of a board of directors ( supervisory board) society.
An executive body (collegiate and (or) sole) is created in a limited liability company, which carries out the current management of its activities and is accountable to the general meeting of its participants. The sole management body of the company may also be elected from among its members.
The legal status of limited liability companies is regulated by the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”13. Overview of questions judicial practice on cases related to the activities of limited liability companies, given in the Decree of the Plenum Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 No. 90/14 “On Certain Issues of the Application of the Federal Law “On Limited Liability Companies”14.

Additional Liability Company- it is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company.
The rules on a limited liability company apply to an additional liability company.

Joint-stock company - a company whose authorized capital is divided into a certain number of shares; members joint-stock company(shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.
The main feature of a joint-stock company is the division of the authorized capital into shares. Shares can only be issued by a joint-stock company.
The legal status of joint-stock companies is regulated by federal laws No. 208-FZ of December 26, 1995 “On Joint-Stock Companies”15, of July 19, 1998 No. 115-FZ “On the Peculiarities of the Legal Status of Joint-Stock Companies of Employees (Public Enterprises)”16. An overview of judicial practice in cases related to the activities of joint-stock companies is given in Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 N 19 "On Certain Issues of Application of the Federal Law "On Joint-Stock Companies".

Types of joint-stock companies:

Public corporation;
Closed Joint Stock Company;
Joint Stock Company of Workers (People's Enterprise).

Unlike an open joint stock company closed joint stock company is not entitled to conduct an open subscription to the shares issued by him or otherwise offer them for purchase to an unlimited number of persons.
Shareholders of a closed joint stock company have the pre-emptive right to acquire shares sold by other shareholders of this company.
The number of participants in a closed joint stock company must not exceed 50 participants.
Joint Stock Company of Workers (People's Enterprise)- a joint-stock company whose employees own a number of shares of a people's enterprise, the nominal value of which is more than 75 percent of its authorized capital.
Subsidiary business company - this is a business company in respect of which another (main) business company or partnership, by virtue of the predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such a company.
A subsidiary company is not liable for the debts of the main company (partnership).
The parent company (partnership), which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are mandatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
Dependent business company- a business company in respect of which another (predominant, participating) company has more than:

twenty percent of the voting shares of a joint-stock company
or twenty percent of the charter capital of a limited liability company.

A business company that has acquired more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company is obliged to immediately publish information about this in the manner prescribed by laws on business companies.

Production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, household service, provision of other services), based on their personal labor and other participation and the association of its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities.

To the main features of a production cooperative include the following:

the production cooperative is based on the principles of membership,
is a commercial organization
represents not only the association of the property of the participants, but also the association of personal labor participation,
distribution of profits depends on labor participation,
Each member has one vote on general meeting participants, regardless of the property contribution,
the minimum number of participants is five members,
members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative.

The legal status of production cooperatives is regulated by federal laws of May 8, 1996 No. 41-FZ “On production cooperatives”18, of December 8, 1995 No. 193-FZ “On agricultural cooperation”19.
State and municipal unitary enterprises is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner.
The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
Types of unitary enterprises:
1. Unitary enterprise based on the right of economic management. The enterprise is not entitled to dispose of immovable property without the consent of the owner.
The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise.
2. Unitary enterprise based on the right of operational management (state enterprise)
A unitary enterprise is not entitled to dispose of both movable and immovable property without the consent of the owner. In this case, the owner may withdraw excess, unused or misused property.
The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.
The legal status of unitary enterprises is regulated by the Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises”.

B. Non-Profit Organizations

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.
Non-profit organizations can be created in the form of:

public or religious organizations (associations),
non-profit partnerships
institutions,
autonomous non-profit organizations,
social, charitable and other funds,
associations and unions,
as well as in other forms stipulated by federal laws.

Non-profit organizations can be created to achieve the following goals: social, charitable, cultural, educational, scientific and managerial, as well as 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, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

consumer cooperative- a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by pooling property shares by its members.
Members of a consumer cooperative are obliged, within three months after the approval of the annual balance sheet, to cover the resulting losses through additional contributions. In case of failure to fulfill this obligation, the cooperative may be liquidated in court at the request of creditors.
Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.
Income received by a consumer cooperative from entrepreneurial activity is distributed among its members.
The legal status of consumer cooperatives is regulated by the Federal Law of July 11, 1997 No. 97-FZ “On Amendments and Additions to the Law Russian Federation"On consumer cooperation in the Russian Federation"21 and other regulatory legal acts.
Public and religious organizations - voluntary associations of citizens united in the manner prescribed by law 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.
Participants (members) of public and religious organizations (associations) do not retain the rights to 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), but said organizations(associations) are not liable for the obligations of their members.
The legal status of these organizations is regulated by federal laws of September 26, 1997 No. 125-FZ “On freedom of conscience and religious associations”, dated January 12, 1996 No. 7-FZ “On non-profit organizations”, dated May 19, 1995 No. 82-FZ “On public associations” and other regulatory legal acts.
Fund - 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.
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. To carry out entrepreneurial activities, funds 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.
The decision to liquidate the foundation can only be taken by the court upon the application of interested persons.
The Fund may be liquidated in the following cases:

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 necessary changes fund goals cannot be produced;
in case of deviation of the fund in its activities from the goals provided for by the charter;
in other cases provided by law.

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 whole or in part by this owner.
The property of the institution is assigned to it on the basis of the right of operational management.
The institution is responsible 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. The institution is not entitled to dispose of both movable and immovable property. This is the owner's prerogative. However, the institution has the right to engage in independent activities that generate income and dispose of them independently.
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, being non-profit organizations.
If, by decision of the participants, the association (union) is entrusted with conducting entrepreneurial activities, such an association (union) is transformed into a business company or partnership, or may create a business company to carry out entrepreneurial activities or participate in such a company.
Non-profit organizations may voluntarily unite into associations (unions) of non-profit organizations.
Association (union) non-profit organization is a non-profit organization.
Members of an association (union) retain their independence and the rights of a legal entity.
The association (union) is not responsible 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.
Members of an association (union) have the right to use its services free of charge.
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.
Non-profit partnership - it is a membership-based non-profit organization established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving social, charitable, cultural, educational, scientific and other goals.
Autonomous non-profit organization- this non-profit organization is recognized as 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 Civil Code of the Russian Federation does not contain an exhaustive list of non-profit organizations that can be created in other forms provided for by federal legislation.

Non-profit unitary organizations are foundations, institutions, autonomous non-profit organizations, religious organizations, public companies. Their founders do not become participants in a legal entity and do not acquire membership rights in it.

Foundations are organizations created to achieve cultural, educational, social, charitable and other socially beneficial goals. Examples are charitable, pension and public funds. Funds are established by individuals and legal entities on the basis of voluntary property contributions. Entrepreneurial activity of the foundation, corresponding to its statutory goals, involves the creation of business companies or participation in them.

Institutions are organizations created by owners to solve socio-cultural, managerial or other non-commercial tasks. Institutions are state, municipal and private. Examples are ambulance stations, institutions of education and awareness, social protection, culture and sports, as well as state and municipal governments.

Autonomous non-profit organizations - organizations established on the basis of property contributions from citizens and (or) legal entities for the purpose of providing services in the areas of education, healthcare, culture, science and other areas of non-commercial activity. Examples are supplementary centers vocational education, non-state kindergartens, museums, youth development centers, private hospitals and clinics, sports clubs and health centers, legal and other counseling centers.

Religious organizations are a voluntary association of citizens formed by them for the purpose of joint confession and dissemination of faith. A feature is the impossibility of transformation into a legal entity of a different organizational and legal form.

Public law companies are an innovation for Russia. It is assumed that these will be organizations that carry out their activities in the interests of the state and society, endowed with public law functions and powers. Such companies are created on the basis of a law or a decision of the Russian government. Legislation on public companies has not yet been adopted.

Summing up, we point out that general rule property transferred to non-profit unitary organizations by their founders and participants becomes their property. Their participants and founders are not liable for the obligations of such organizations, and it is not liable for the obligations of its founders and participants. The founders do not retain the rights to property transferred by them to the ownership of such organizations.

Considering the individual and collective enterprise Through the prism of organizational and legal forms, we found out that organizations are commercial and non-commercial, corporate and unitary. Each of the forms better meets the needs of certain enterprises or entrepreneurship in a certain area or in a special way. The state satisfies certain areas and needs of citizens independently through unitary enterprises. Otherwise, the choice of one or another organizational and legal form is made by a business entity.

7.1. Funds

Fund- a unitary non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing charitable, cultural, educational or other social, socially useful goals (Article 118 of the Civil Code of the Russian Federation).

Foundation charter must contain information about the name of the fund, including the word “fund”, its location, the subject and goals of its activities, the bodies of the fund, including the highest collegiate body and the board of trustees supervising the activities of the fund, the procedure for appointing officials fund and their release from the performance of duties, on the fate of the property of the fund in the event of its liquidation. The charter of the foundation may be amended by a court decision, adopted at the request of the foundation's bodies or government agency authorized to supervise the activities of the fund, if the preservation of the charter unchanged entails consequences that could not be foreseen when the foundation was established, and the supreme collegiate body of the foundation or the founder of the foundation does not change its charter (clause 1, article 123.20 of the Civil Code of the Russian Federation) .

Legal status of non-state pension funds, including the cases and procedure for their possible reorganization, is determined by Art. 123.18 - 123.20 of the Civil Code of the Russian Federation, taking into account the specifics provided for by the Law on Non-State Pension Funds.

The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders of the fund do not have property rights in relation to the fund created by them and are not liable for its obligations, and the fund is not liable for the obligations of its founders. The Foundation uses the property for the purposes specified in its charter and is required to publish annual reports on the use of this property.

The exclusive competence of the supreme collegiate body of the fund includes:

- determination of priority areas of the fund's activities, principles of formation and use of property;

– formation of other fund bodies and early termination their powers;

– approval of annual reports and annual accounting (financial) statements of the fund;

– making decisions on the establishment by the fund of economic companies and (or) on the participation of the fund in them;

– making decisions on the creation of branches and (or) opening of representative offices of the fund;

- changing the charter of the fund, if such a possibility is provided for by the charter;

– approval of transactions made by the fund in cases provided for by law.

The highest collegiate body of the fund elects the sole executive body of the foundation (chairman, CEO etc.) and may appoint the collegial executive body of the fund (board).

To the competence of the sole and (or) collegial executive body includes the resolution of issues that are not within the exclusive competence of the supreme collegiate body of the fund.

Persons authorized to act on behalf of the Foundation, are obliged at the request of members of its supreme collegiate body acting in the interests of the fund, in accordance with Art. 53.1 of the Civil Code of the Russian Federation to compensate for the losses caused by them to the fund (clause 3 of article 123.19 of the Civil Code of the Russian Federation).

The fund may be liquidated only on the basis of a court decision made at the request of the interested parties, in the event of:

- 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 the charter;

- in other cases provided for by law.

Fund Board of Trustees is its body and supervises the activities of the fund, the adoption of decisions by other bodies of the fund and ensuring their execution, the use of the fund's resources, and the fund's compliance with the law. The Foundation's Board of Trustees carries out its activities on a voluntary basis (clause 4, article 123.19 of the Civil Code of the Russian Federation).

7.2. Institutions

institution- a unitary non-profit organization created by the owner to carry out managerial, socio-cultural and other functions of a non-profit nature.

Founder is the owner of the property of the institution created by him. For property assigned by the owner to the institution or acquired by the institution on other grounds, it acquires the right of operational management in accordance with the Civil Code of the Russian Federation (clause 1, article 123.21 of the Civil Code of the Russian Federation).

An institution can be created by any owner, however, in our country, state and municipal institutions have taken a predominant position.

depending from the category of the founder of the institution are subdivided to private, created by a citizen or a private legal entity, to state and municipal, respectively, created by the Russian Federation, a constituent entity of the Russian Federation or a municipality.

When creating institutions, the co-founder of several persons is not allowed, that is, it is impossible, for example, to form an institution by a citizen and a municipality or the Russian Federation and a constituent entity of the Russian Federation.

State and municipal institutions, depending on the order of financing and the amount of responsibility of the founder for their debts, are divided into autonomous, budgetary and state. Autonomous and budgetary institutions are created by public law entities in order to ensure the implementation of the powers provided for by law, respectively, of public authorities or local governments in the fields of science, education, healthcare, culture, social protection, employment, physical culture and sports, as well as in other areas .

The procedure for the creation and operation of autonomous institutions regulated by the Federal Law of November 3, 2006 N 174-FZ “On Autonomous Institutions”, budgetary institutions - Art. 9.2, paragraph 2 of Art. 13, art. 14, paragraph 2 of Art. 15, paragraph 2.1, paragraph 2.2 of Art. 16, art. 17.1 of the Law on non-profit organizations, as well as the Budget Code of the Russian Federation.

Legal status of state institutions, the procedure for their creation and liquidation, financial support their activities on the basis of the budget estimate are provided for in the Budget Code of the Russian Federation. It fixes the features of the legal status of state institutions (Article 161 of the RF BC). A public institution is administered by a state authority, a state extra-budgetary fund management body, a local self-government body exercising the budgetary powers of the main manager (manager) of budgetary funds. A government institution may carry out income-generating activities only if such a right is provided for in the charter of the institution. Income received from these activities goes to the relevant budget budget system Russian Federation. The conclusion and payment of state (municipal) contracts, other agreements is made on behalf of the Russian Federation, subjects of the Russian Federation, municipalities within the limits of budgetary obligations brought to the state institution.

Charter of a budgetary or state institution should contain the name of the institution indicating the type of “budgetary institution” or “state institution”, respectively, information about the owner of its property, an exhaustive list of activities that a budgetary or state institution is entitled to carry out in accordance with the goals for which it was created, an indication of the structure , the competence of the governing bodies of the institution, the procedure for their formation, the terms of office and the procedure for the activities of such bodies.

Charter of an Autonomous Institution contains a list mandatory information about him in accordance with the Law on Autonomous Institutions.

The founder of the institution appoints its head, who is the body of the institution. In the case and in the manner prescribed by law, the head of a state or municipal body may be elected by his collegiate body be approved by its founder.

Budgetary, autonomous and state-owned institutions carry out their activities on the basis of state (municipal) assignments, which are formed in accordance with the decision of the state authority, local government body exercising budgetary powers of the main manager of budgetary funds.

The activity of private institutions is financed by its owner by assigning property to him on the right of operational management, including funds.

An institution shall be liable for its obligations with the funds at its disposal, and in cases established by law, also with other property. In case of insufficiency of the indicated Money or property, subsidiary liability for the obligations of the institution in the cases provided for in paragraphs 4 - 6 of Art. 123.22 and paragraph 2 of Art. 123.23 of the Civil Code of the Russian Federation, is borne by the owner.

Government institution is liable for its obligations with the funds at its disposal. In case of insufficient funds, the owner of its property bears subsidiary liability for the obligations of a state institution (clause 4, article 123.22 of the Civil Code of the Russian Federation). However, in Art. 161 of the RF BC, this rule is being clarified. If the limits of budgetary obligations brought to a state institution to fulfill its financial obligations are insufficient, for such obligations, on behalf of the Russian Federation, a constituent entity of the Russian Federation, a municipal formation, the state authority, the management body of the state non-budgetary fund, the local self-government body, the local administration body responsible for carrying out budgetary powers of the manager of budgetary funds within the limits of compensation only for actually incurred damage, directly caused by a change in the terms of the state (municipal) contract, other agreement.

State-financed organization is liable for its obligations with all its property under the right of operational management, with the exception of real estate, regardless of the funds and on what grounds it budget institution fixed or acquired by him, especially valuable movable property received from the owner.

Autonomous institution is liable for its obligations with all the property that it has on the right of operational management, with the exception of real estate and especially valuable movable property assigned to an autonomous institution by the owner of this property or acquired by an autonomous institution at the expense of funds allocated by such an owner.

For the obligations of both budgetary and autonomous institutions related to causing harm to citizens, if such property is insufficient, the owner of the budgetary or autonomous institution shall bear subsidiary liability.

Private institution wholly or partly financed by the owner of its property.

A private institution is liable for its obligations with the funds at its disposal. In case of insufficiency of the indicated funds, the owner of this property shall bear subsidiary liability for the obligations of a private institution. A private institution may be transformed by the founder into an autonomous non-profit organization or foundation (Article 123.23 of the Civil Code of the Russian Federation).

7.3. Autonomous non-profit organizations

Autonomous non-profit organization- a unitary non-profit organization that does not have membership and was created on the basis of property contributions from citizens and (or) legal entities in order to provide services in the areas of education, healthcare, culture, science and other areas of non-profit activity (clause 1 of article 123.24 of the Civil Code of the Russian Federation).

Unlike an institution where co-founding of several persons is not allowed, an autonomous non-profit organization can be created by several co-founders, both citizens and legal entities, and either citizens or legal entities.

The property transferred to an autonomous non-profit organization by its founders is its property, and the founders 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. The founders of an autonomous non-profit organization use its services only on equal terms with other persons. A person may, at his own discretion, withdraw from the founders of an autonomous organization, the founders of which may include new persons by a unanimous decision of the founders of an autonomous non-profit organization.

An autonomous non-profit organization, by decision of its founders, may be transformed into a foundation.

The assessment of the validity of the decisions of the founders of an autonomous organization should be carried out according to the rules of Ch. 9.1 of the Civil Code of the Russian Federation.

An autonomous non-profit organization has the right to engage in entrepreneurial activities necessary to achieve the goals for which it was created, and corresponding to these goals, creating business companies for the implementation of entrepreneurial activities or participating in them (Article 123.24 of the Civil Code of the Russian Federation). The said norm establishes a fundamentally different rule than the possibility of non-profit organizations to carry out income-generating activities (clause 3, article 50 of the Civil Code of the Russian Federation). It is no coincidence that in the part not regulated by Art. 123.24 of the Civil Code of the Russian Federation, the legal status of autonomous non-profit organizations, as well as the rights and obligations of their founders, are established by law.

7.4. Religious organizations

religious organization- a voluntary association of citizens of the Russian Federation permanently and legally residing on the territory of the Russian Federation or other persons, formed by them for the purpose of joint confession and dissemination of faith and registered in the manner prescribed by law as a legal entity (local religious organization), an association of these organizations (a centralized religious organization), as well as an organization and (or) a governing or coordinating body created by the said association in accordance with the Law on Freedom of Conscience and Religious Associations for the purpose of joint confession and dissemination of faith.

In contrast to the previous provisions of art. 117 of the Civil Code of the Russian Federation, in which public and religious organizations were considered as equivalent voluntary associations of citizens, now the civil law status of religious organizations is regulated separately. Characteristically, both local and centralized religious organizations constitute the same organizational and legal form of a legal entity, in contrast to public associations, which may be part of the organizational and legal form of a public organization or association (union). In this regard, in the above definition, the characterization of a religious organization as a unitary organization is omitted. Thus, the legislator, in essence, consolidated the position of those scientists who argued that it is impossible to identify religious organizations with public associations, since the nature of the goals and activities of religious organizations differs significantly from those functions that are carried out by public associations of citizens and their associations (unions).

Legal status of religious organizations also determined by the Federal Law of September 26, 1997 “On Freedom of Conscience and on Religious Associations”. Religious organizations act in accordance with their statutes and regulations that do not contradict the law, i.e. instructions issued by the governing or coordinating bodies of religious concessions.

The procedure for the formation of bodies of a religious organization, their competence, the procedure for making decisions by these bodies, as well as the relationship between a religious organization and persons that are part of its bodies, are determined in accordance with the Law on Freedom of Conscience and on Religious Associations, the charter of a religious organization and internal regulations (other internal documents).

A local religious organization is created in accordance with the law by at least ten founding citizens, and a centralized organization by at least three local religious organizations or another centralized religious organization.

The founding document of a religious organization is its charter, approved by its founders or a centralized religious organization.

Charter of a religious organization should contain information about its type, name and location, subject and purposes of its activities, the competence of its bodies and the procedure for making decisions by them, about the sources of formation of its property, about the directions of its use and the procedure for distributing property left after its liquidation, and other information provided by the Law on Religious Associations.

Founder(s) of a religious organization may perform the functions of a governing body or members of a collegiate governing body of this religious organization in the manner established in accordance with the Law on Freedom of Conscience and on Religious Associations by the charter of a religious organization and internal regulations (clause 3, article 123.27 of the Civil Code of the Russian Federation).

The civil legal capacity of religious organizations arises from the moment of their state registration as a legal entity and is of a special nature, i.e. it can make transactions and enter into contracts to achieve the goals of its activities, carrying out the activities that make up its subject matter.

Religious organizations are the owners of the property necessary to ensure their activities, including those acquired or created by them at their own expense, as well as donated or transferred to their ownership in other civil law ways.

Liturgical property belonging to a religious organization may not be levied on the claims of creditors. The list of such property is determined in accordance with the procedure established by lawon freedom of conscience and religious associations.

The founders of a religious organization do not retain property rights to the property transferred by them to this organization. The founders are not liable for the obligations of these organizations, and religious organizations are not liable for the obligations of their founders (Article 123 of the Civil Code of the Russian Federation).

The Law on Freedom of Conscience and on Religious Associations provides for the gratuitous transfer of ownership to religious organizations for use in functional purposes of religious buildings and structures with related land plots and other property of religious purpose, which is in state or municipal ownership.

The procedure for the transfer of such property is regulated by the Federal Law of November 30, 2010 “On the Transfer to Religious Organizations of Property for Religious Purposes in State or Municipal Ownership”.

Concluding the consideration of the organizational and legal forms of non-profit organizations, it should be noted that their division into corporate and unitary legal entities is not always clearly defined. As already explained, in an autonomous non-profit organization recognized as a unitary non-profit organization, the rights and obligations of the founders are not defined, which is an indispensable element of the corporation. Chapter 4 of the Civil Code of the Russian Federation does not include provisions on economic partnerships, as well as on public companies.

The Civil Code of the Russian Federation does not resolve the problem of connectedness (affiliation) relations between legal entities. The Civil Code of the Russian Federation limited itself to reproducing the previously existing provision on a subsidiary economic company (Article 67.3 of the Civil Code of the Russian Federation).

Thus, the Civil Code of the Russian Federation provides a list of organizational and legal forms of a legal entity total strength 17, including:

- 6 types of commercial organizations that are corporate, with the exception of state and municipal unitary enterprises;

They are divided into two peculiar categories on a separate basis: corporate and unitary organizations. Read about unitary non-profit organizations in the proposed material.

Federal Law No. 99-FZ of May 5, 2014 "On Amending Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid" (hereinafter - Law No. 99-FZ) amended the Civil Code (hereinafter referred to as the Civil Code of the Russian Federation).

Let us immediately make a reservation that, until the regulatory legal acts are brought into line with the provisions of the Civil Code of the Russian Federation, laws and other regulatory legal acts are applied insofar as they do not contradict the provisions of the Civil Code of the Russian Federation. At the same time, special laws governing the activities of non-commercial legal entities have not yet been changed.

So, in general, we can say that from September 1, 2014, all legal entities, both commercial and non-commercial, will be created only in the organizational and legal forms provided for in Chapter 4 of the Civil Code of the Russian Federation. At the same time, organizations created earlier must bring their names and constituent documents in line with the new requirements when the constituent documents are first changed.

According to article 48 of the Civil Code of the Russian Federation in new edition a legal entity is an organization that has separate property and is liable for its obligations, can, on its own behalf, acquire and exercise civil rights and bear civil obligations, be a plaintiff and defendant in court.

Legal entities, on the property of which their founders have real rights, include state and municipal unitary enterprises, as well as institutions.

Legal entities in respect of which their participants have corporate rights include corporate organizations (Article 65.1 of the Civil Code of the Russian Federation).

Article 50 of the Civil Code of the Russian Federation distinguishes all legal entities into commercial and non-commercial. There are many classifications of legal entities for various reasons, but this division is well-known and generally accepted, even to some extent fundamental.

According to paragraph 1 of Article 50 of the Civil Code of the Russian Federation, legal entities may be organizations that pursue profit making as the main goal of their activities (commercial organizations) or do not have profit making as such a goal and do not distribute the profit received among participants (non-profit organizations). The main criterion of differentiation in this case is the main purpose of the activity, and neither the form of ownership, nor the legal form, nor other circumstances absolutely matter.

Please note that Article 50 of the Civil Code of the Russian Federation provides an exhaustive list of organizational and legal forms in which non-commercial legal entities can be created. Note that there was no such list (mandatory) before.

So, legal entities that are non-profit organizations can be created in organizational and legal forms:

Consumer cooperatives, which include, among other things, housing, housing-construction and garage cooperatives, horticultural, horticultural and dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;

Public organizations, which include, among other things, political parties and trade unions (trade union organizations) created as legal entities, social movements, bodies of public amateur performance, territorial public self-governments;

Associations (unions), which include non-profit partnerships, self-regulatory organizations, associations of employers, associations trade unions, cooperatives and public organizations, commercial and industrial, notary and lawyer chambers;

Associations of real estate owners, which include, among other things, associations of homeowners (completely new form for Russian legislation);

Cossack societies included in State Register Cossack societies in the Russian Federation;

Communities of indigenous peoples of the Russian Federation;

Foundations, which include public and charitable foundations;

Institutions, which include state institutions (including state academies of sciences), municipal institutions and private (including public) institutions;

Autonomous non-profit organizations;

Religious organizations;

Public law companies.

Non-commercial organizations can carry out income-generating activities, if it is provided for by their charters, only in so far as it serves the achievement of the goals for which they were created, and if it corresponds to such goals.

A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state and private institutions, must have sufficient property for the implementation of these activities with a market value of at least the minimum authorized capital provided for limited liability companies (see paragraph 1 of article 66.2 of the Civil Code of the Russian Federation) .

The rules of the Civil Code of the Russian Federation do not apply to relations in which non-profit organizations carry out their main activities, as well as to other relations with their participation that are not related to the subject matter of civil legislation, unless otherwise provided by law or the charter of a non-profit organization.

The approach to the types of constituent documents has changed. Now the only constituent document for all organizations (with minimal exceptions) is the charter.

By virtue of Article 52 of the Civil Code of the Russian Federation, legal entities, with the exception of business partnerships, act on the basis of charters, which are approved by their founders (participants).

A business partnership operates on the basis of a constituent agreement, which is concluded by its founders (participants) and to which the rules of the Civil Code of the Russian Federation on the charter of a legal entity are applied.

The charter of a legal entity must contain information about the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as other information provided by law for legal entities of the relevant organizational and legal form and type.

The charters of non-profit organizations, the charters of unitary enterprises and, in cases provided for by law, the charters of other commercial organizations must define the subject and goals of the activities of legal entities. The subject and certain goals of the activities of a commercial organization may be provided for by the charter also in cases where this is not mandatory by law.

Changes made to the constituent documents of legal entities become effective for third parties from the moment of state registration of the constituent documents, and in cases established by law, from the moment the state registration body is notified of such changes. However, legal entities and their founders (participants) are not entitled to refer to the absence of registration of such changes in relations with third parties acting subject to such changes.

By virtue of Article 65.1 of the Civil Code of the Russian Federation, legal entities, the founders (participants) of which have the right to participate (membership) in them and form their supreme body, are corporate legal entities (corporations). These include business partnerships and companies, peasant (farm) enterprises, economic partnerships, production and consumer cooperatives, public organizations, associations (unions), partnerships of property owners, Cossack societies entered in the state register of Cossack societies in the Russian Federation, as well as communities of indigenous peoples of the Russian Federation.

Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary legal entities. These include state and municipal unitary enterprises, foundations, institutions, autonomous non-profit organizations, religious organizations, public companies.

According to Article 123.17 of the Civil Code of the Russian Federation, a foundation is a unitary non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions and pursuing charitable, cultural, educational or other social, socially useful goals.

Reorganization of the fund as a general rule is not allowed.

The legal status of non-state pension funds, including the cases and procedure for their possible reorganization, is determined by Articles 123.18 - 123.20 of the Civil Code of the Russian Federation, taking into account the specifics provided for by the Law on Non-State Pension Funds.

Article 123.21 of the Civil Code of the Russian Federation is devoted to such a type of unitary non-profit organization as an institution.

An institution is a unitary non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature.

An institution can be created by a citizen or a legal entity (private institution) or, respectively, by the Russian Federation, a constituent entity of the Russian Federation, a municipality ( government agency, municipal institution).

When creating an institution, co-founding of several persons is not allowed.

The founder of the institution appoints its head, who is the body of the institution. In cases and in the manner prescribed by law, the head of the state or municipal institution may be elected by its collegiate body and approved by its founder.

By decision of the founder, collegiate bodies accountable to the founder may be created in the institution. The competence of the collegiate bodies of the institution, the procedure for their creation and the adoption of decisions by them are determined by law and the charter of the institution.

By virtue of Article 123.24 of the Civil Code of the Russian Federation, an autonomous non-profit organization is recognized as a unitary non-profit organization that does not have membership and was created on the basis of property contributions from citizens and (or) legal entities for the purpose of providing services in the areas of education, healthcare, culture, science and other areas of non-commercial activity.

An autonomous non-profit organization can be created by one person (may have one founder).

Property transferred to an autonomous non-profit organization by its founders shall be the property of the autonomous non-profit organization. The founders of an autonomous non-profit organization do not retain the rights to 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.

An autonomous non-profit organization, by decision of its founders, may be transformed into a foundation.

According to Article 123.26 of the Civil Code of the Russian Federation, a religious organization is a voluntary association of citizens of the Russian Federation or other persons permanently and legally residing in the Russian Federation, formed by them for the purpose of joint confession and dissemination of faith and registered in the manner prescribed by law as a legal entity (local religious organization ), an association of these organizations (a centralized religious organization), as well as an organization and (or) a governing or coordinating body created by the said association in accordance with the Law on Freedom of Conscience and Religious Associations for the purpose of joint confession and dissemination of faith.

The legal status of religious organizations is also determined by the Law on Freedom of Conscience and on Religious Associations.

Religious organizations act in accordance with their charters and internal regulations that do not contradict the law.

The procedure for the formation of bodies of a religious organization and their competence, the procedure for making decisions by these bodies, as well as the relationship between a religious organization and persons that are part of its bodies, are determined in accordance with the Law on Freedom of Conscience and on Religious Associations by the charter of a religious organization and internal regulations (other internal documents).

A religious organization cannot be transformed into a legal entity of a different legal form.

Non-Profit Organizations - legal entities that do not pursue profit making as the main goal of their activities and do not distribute the profit received among the participants (Article 50 of the Civil Code of the Russian Federation).

Separation of non-profit organizations from commercial ones:

for non-profit organizations economic activity is auxiliary, ensuring their participation in the property turnover, and the civil law status of these organizations is of a secondary nature;
commercial organizations carry out economic activity, which is fundamental for them and is fully regulated by civil law.

Unlike commercial organizations, non-profit organizations are not professional participants in property relations. Therefore, for non-commercial legal entities, the legislator establishes special (targeted) legal capacity(clause 1 of article 49 of the Civil Code) and allows the use of their property only to achieve the goals specified in their constituent documents (clause 4 of article 213 of the Civil Code).

The performance of non-commercial legal entities in civil circulation is due to necessity material support their core business, which should not be entrepreneurial.

Important! It should be borne in mind that:

Each case is unique and individual.
Careful study of the issue does not always guarantee a positive outcome of the case. It depends on many factors.

To get the most detailed advice on your issue, you just need to choose any of the proposed options:

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, provision of legal assistance, as well as for other purposes aimed at achieving public benefits (Article 2 of the Federal Law of 12.01.1996 N 7-FZ "On Non-Commercial Organizations").

Thus, non-profit organizations carry out activities aimed at the formation of public goods, they are the strongholds of the civil society infrastructure. They participate not in production, but in the redistribution of material goods (the national product). In all other respects, non-profit organizations are full-fledged and permanent participants in property turnover along with commercial organizations.

its institutions;
reorganization of another non-profit organization of the same legal form;
as a result of reorganization in the form of transformation of a legal entity of another organizational and legal form (in cases provided for by federal laws).

The decision to create a non-profit organization as a result of its establishment is taken by its founders (founder).

A non-profit corporate organization is the owner of its property.

The charter of the non-commercial corporate organization it may be provided that decisions on the creation of other legal entities by the corporation, as well as decisions on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation, are taken by the collective body of the corporation.

A non-profit organization is considered to be established as a legal entity from the moment of its state registration in accordance with the procedure established by law, owns or manages separate property, is liable (with the exception of cases established by law) for its obligations with this property, can acquire and exercise property in its own name. and non-property rights, bear obligations, be a plaintiff and defendant in court.

A non-profit organization must have an independent balance sheet and (or) estimate.

A non-profit organization is created without limiting the period of activity, unless otherwise established by the constituent documents of a non-profit organization.

A non-profit organization may in due course open bank accounts in the territory of the Russian Federation and outside its territory, with the exception of cases established by federal law.

A non-profit organization has a seal with the full name of this non-profit organization in Russian.

A non-profit organization has the right to have:

stamps and letterheads with their name;
symbols - emblems, coats of arms, other heraldic signs, flags and hymns, the description of which must be contained in the constituent documents.

List of non-profit organizations

institution- a unitary non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature (Article 123.21 of the Civil Code of the Russian Federation).

Autonomous non-profit organization - a unitary non-profit organization that does not have membership and was created on the basis of property contributions from citizens and (or) legal entities in order to provide services in the areas of education, healthcare, culture, science and other areas of non-profit activity (Article 123.24 of the Civil Code of the Russian Federation).

religious organization - a voluntary association of citizens of the Russian Federation permanently and legally residing on the territory of the Russian Federation or other persons, formed by them for the purpose of joint confession and dissemination of faith and registered in the manner prescribed by law as a legal entity (local religious organization), an association of these organizations (centralized religious organization), as well as an organization and (or) a governing or coordinating body created by the said association in accordance with the law on freedom of conscience and on religious associations for the purpose of joint confession and dissemination of faith (Article 123.26 of the Civil Code of the Russian Federation).

In many cases, the difference in organizational and legal forms of non-profit organizations is not caused by a real need, but becomes only the result of the adoption of another separate law on their status (for example, communities of small peoples as legal entities are essentially consumer cooperatives). In developed European legal orders, to reflect the peculiarities of their status, usually no more than 3-4 organizational and legal forms are used (association or union, foundation, institution). Therefore the center of gravity legal regulation lies on special laws, for example, on federal law dated January 12, 1996 N 7-FZ "On non-profit organizations", etc.

State and municipal unitary enterprises, non-profit organizations. Non-profit unitary organizations: concept, types, features of the legal status Non-profit unitary enterprises

Separation of non-profit organizations from commercial ones:

A non-profit organization can be created as a result of: