Commercial organization - what is it in simple words

2. Principles of civil law (basic principles of civil law).
4. The effect of civil legislation in time, space and circle of persons. Application of civil law by analogy.
5. The concept, characteristics and elements of civil relations.
6. Classification of civil relations.
7. Grounds for the emergence, change and termination of civil legal relations (legal facts).
8. Legal capacity of citizens: concept and content.
9. The concept and types of legal capacity of citizens (by age criterion). Emancipation.
10. Recognition of a citizen as incompetent. Restriction of the capacity of a citizen.
11. Guardianship and trusteeship: concept, goals, establishment and termination. Guardianship authorities. Patronage over able-bodied citizens as a special form of guardianship.
12. Fulfillment by guardians and trustees of their duties. Disposition and trust management of the property of the ward.
13. Entrepreneurial activity of citizens. Insolvency (bankruptcy) of an individual entrepreneur
14. Name and place of residence of the citizen.
15. Recognizing a citizen as missing and declaring a citizen dead: procedure, conditions and legal consequences. Acts of civil status and their registration.
16. The concept and features of a legal entity. Theories of the legal entity.
18. Types of legal entities.
19. Formation (creation, establishment) of a legal entity: methods, procedure, state registration. Constituent documents of legal entities. Liability of legal persons.
20. Reorganization of legal entities: concept, forms, procedure, protection of creditors' rights.
21. Liquidation of legal entities: concept, procedure.
22. Insolvency (bankruptcy) of a legal entity: concept, features, legal regulation, bankruptcy procedures (general characteristics).
23. General partnership: concept, company name, constituent documents, management and business management, reorganization and liquidation.
24. The share capital of a general partnership. Legal status of a participant in a general partnership.
25. Fellowship in faith.
26. Limited liability company: concept, constituent documents, management, authorized capital, reorganization and liquidation, legal regulation.
27. Legal status of a member of a limited liability company. Transfer of a share in the authorized capital; withdrawal and exclusion of a participant from a limited liability company.
28. Joint stock company: concept and types; founding documents; establishment, reorganization and liquidation; legal regulation.
29. Management of a joint stock company. Control over the financial and economic activities of the joint-stock company.
30. Authorized capital of a joint-stock company. The concept and types of shares. Rights and obligations of shareholders.
31. Company with additional liability. Subsidiaries and dependent companies.
32. Production cooperative (artel): concept, types, property of a cooperative, management, legal status of a member of a cooperative, legal regulation.
33. State and municipal unitary enterprises: concept, types, procedure for creation, management and liquidation, legal regulation.
34. Non-profit organizations: concept and general characteristics of species; features of entrepreneurial activity.
35. Consumer cooperative as a non-profit organization.
36. Public and religious organizations (associations).
37. Foundations, institutions and associations of legal entities as non-profit organizations.
39. Objects of civil rights: concept, types, negotiability.
40. Use of the term "property" in civil law. The concept and legal classification of things.
41. The concept and classification of securities. Promissory note.
42. Works (services), information and results of intellectual activity (exclusive rights) as objects of civil rights.
43. Intangible benefits as objects of civil rights. Compensation for moral damage.
44. Protection of honor, dignity and business reputation.
45. The concept and types of transactions. The relationship between the concepts of "deal" and "contract".
46. Form and state registration of transactions.
47. Conditions for the validity of transactions. The concept and legal nature of an invalid transaction. Complete and partial invalidity of the transaction. Consequences of the invalidity of the transaction.
48. Void transactions: types, consequences of invalidity.
49. Voidable transactions: types, consequences of invalidity.
50. Concept, legal nature, subject composition and types of representation.
51. Grounds for the emergence of representation. Representation without authority.
52. Power of attorney: concept, types, form, term, termination. Retrust.
53. The concept and types of terms in civil law. Deadline calculation.
54. Limitation period: concept, types, course and application. Claims to which the statute of limitations does not apply.
55. The concept, principles, methods and limits of the exercise of civil rights.
56. Protection of civil rights: concept, procedure and methods. The concept and composition of damages in civil law.
57. The concept, types and signs of property rights.
59. Initial methods of acquiring the right of ownership (with the exception of unauthorized construction and acquisitive prescription).
60. Acquisition of the right of ownership to unauthorized construction and by virtue of acquisitive prescription.
62. Classification and general characteristics of ways to terminate the right of ownership. Privatization (concept, legal regulation, procedure for implementation, methods of privatization) and nationalization.
63. Forced seizure of property from the owner.
64. The right of ownership of citizens.
65. Ownership of legal entities.
66. The right of state and municipal property: specific features, subjects, objects, implementation.
67. The right of economic management: subjects, content, implementation, acquisition and termination.
68. The right of operational management: subjects, content, implementation, acquisition and termination.
69. Land as an object of property rights. System and general characteristics of real rights to land.
70. Peculiarities of termination of real rights to land.
71. Ownership and other real rights to residential premises.
72. The concept, types and grounds for the emergence of common property.
73. Possession, use and disposal of property in common ownership.
74. Division of property in common ownership, and separation of a share from it.
75. Common joint property of spouses and members of a peasant (farm) economy.
76. Legal protection of property relations. The system of civil legal means (methods) for the protection of property rights. Protection of the rights of the owner who is not the owner.
77. Civil law obligation: concept, characteristics, grounds for occurrence, types.
78. Parties and participants of the obligation. Third parties in an obligation. Plurality of persons in the obligation. Features of equity and solidary obligations.
79. Change of persons in obligation.
80. The concept and meaning of a civil law contract. The principle of freedom of contract. Agreement and law. Contract validity.
81. Content and form of the contract. Interpretation of the contract.
82. Types of civil law contracts
83. Conclusion of the contract: general provisions.
84. Features of the conclusion of the contract without fail and at the auction.
85. Change and termination of the contract: grounds, procedure and consequences.
86. The concept and system of principles for the fulfillment of obligations.
87. Proper fulfillment of obligations: requirements for subjects, subject, term, place and method of fulfillment.
88. The concept and types of ways to ensure the fulfillment of obligations. The specifics of the security obligation. Forfeit as a way to ensure the fulfillment of obligations.
89. Retention and deposit as ways to secure obligations.
90. Pledge as a way to ensure the fulfillment of obligations: concept, legal nature, grounds for occurrence, types, termination. The subject of the pledge and the claim secured by the pledge.
91. Subjects of a pledge relationship and their rights and obligations. Foreclosure on mortgaged property and its sale.
92. Mortgage (pledge of real estate).
93. Guarantee as a way to ensure the fulfillment of obligations.
94. Bank guarantee as a way to ensure the fulfillment of obligations.
95. The concept, functions and types of civil liability.
96. Compensation for losses, collection of penalties and interest for the use of other people's funds as a form of civil liability.
97. Grounds and conditions of civil liability.

35. Consumer cooperative as a non-profit organization.

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property share contributions by its members.

The charter of a consumer cooperative must contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by members of the cooperative.

The name of a consumer cooperative must contain an indication of the main purpose of its activity, as well as either the word "cooperative", or the words "consumer union" or "consumer society".

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 activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

IMPORTANT !

The forms of activity of a consumer cooperative can be very diverse, the main thing is that it be non-commercial activities aimed at meeting the material and other needs of shareholders. For example, the easiest way is to organize the delivery and distribution of consumer goods for your shareholders and their families. The methodology is simple: organize a collection from shareholders of the share capital, use this money to purchase, bring and distribute goods, and, moreover, issue goods at purchase prices (note: not to sell, but to issue). The costs associated with the importation, short-term storage and issuance of goods (transport, etc.) are borne by the shareholders themselves in proportion to the total cost of the goods issued to them during the month.

36. Public and religious organizations (associations).

Public organizations (associations)- voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual or other non-material needs.

Public and religious organizations are non-profit organizations. They have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals.

Participants (members) of public and religious organizations do not retain the rights to the property transferred by them to these organizations in ownership, including membership fees. They are not liable for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.

The right of citizens to associate includes the right to create voluntary basis public associations to protect common interests and achieve common goals, the right to join existing public associations or refrain from joining them, as well as the right to freely leave public associations.

The creation of public associations contributes to the realization of the rights and legitimate interests of citizens.

Citizens have the right to create public associations of their choice without the prior permission of state authorities and local self-government bodies, as well as the right to join such public associations on the condition that they comply with the norms of their charters.

Public associations created by citizens may be registered in the manner prescribed by the current legislation and acquire the rights of a legal entity or function without state registration and acquisition of the rights of a legal entity.

Public associations may be created in one of the following organizational and legal forms:

1) public organization;

2) social movement;

3) public fund;

4) public institution;

5) body of public initiative;

6) political party.

A public organization is a public association based on membership, created on the basis of joint activities to protect common interests and achieve the statutory goals of united citizens.

Religious association in Russian Federation a voluntary association of citizens of the Russian Federation, other persons permanently and legally residing on the territory of the Russian Federation, formed for the purpose of joint confession and dissemination of faith and having the following characteristics corresponding to this goal is recognized:

1) religion;

2) performance of divine services, other religious rites and ceremonies;

3) teaching religion and religious education of their followers.

Religious associations may be created in the form of religious groups and religious organizations.

A religious group is a voluntary association of citizens formed for the purpose of joint confession and dissemination of faith, operating without state registration and acquisition of legal capacity of a legal entity. Premises and property necessary for the activities of a religious group shall be provided for the use of the group by its members.

Religious organization - a voluntary association of citizens of the Russian Federation, other persons permanently and legally residing on the territory of the Russian Federation, formed for the purpose of joint confession and dissemination of faith and in accordance with the procedure established by law, registered as a legal entity.

What are commercial and non-profit organizations?

Commercial and non-profit organizations, in fact, are legal entities, thus subdivided depending on the purpose of creation. The first aim is to make a profit from commercial activities and its distribution among the participants of the enterprise. The latter can also be engaged in entrepreneurship, however, in this case, the profit is spent on the purposes for which the legal entity was created and therefore cannot be distributed among its participants.

The activities of non-profit organizations are usually aimed at achieving social, educational, charitable, scientific and cultural goals, developing sports and meeting other needs of citizens.

Commercial and non-profit organizations. Forms.

The list of forms (types) of commercial organizations is exhaustive and is enshrined in the Civil Code of Russia. These include:

Business partnerships and companies. They are commercial organizations, the authorized capital of which is divided into contributions of participants.

Economic partnerships are created in the form of a full partnership, as well as limited partnerships. Members of the partnership have the right to participate in the activities of the organization. The profit is divided proportionally to the shares. All participants in a general partnership are equal. They risk their property. A limited partnership is understood as a partnership in which, in addition to participants carrying out activities aimed at making profit on behalf of the partnership, liable for the obligations of the partnership with their own property, there is at least one who risks property, within the amount of the contribution and does not take part in the implementation of entrepreneurship .

production cooperatives.

Commercial organizations, which are associations of citizens on a voluntary basis, functioning for the purpose of joint production and other economic activities on the basis of membership. The property is formed at the expense of the shares of the members of the cooperative.

The list of non-profit organizations may be supplemented. Non-profit organizations are created in the form of: religious and public associations and organizations, consumer cooperatives, institutions, non-profit partnerships, associations and unions, foundations, etc.

The activities of non-profit organizations are limited (by the charter and memorandum of association), it is directly prescribed in them and cannot go beyond.

Commercial and non-profit organizations are considered established from the moment of the state. registration. At the same time, non-profit organizations operate without limitation of terms of activity and subsequent re-registration is not required.

Non-profit organizations are not permanent, professional participants in civil circulation. Their performance as independent legal entities is due to the need for material support for their main, main activity not related to participation in property relations. In this regard, non-profit organizations, unlike commercial ones, have a target (special) legal capacity (clause 1 of article 49 of the Civil Code) and use their property only to achieve the goals provided for by their constituent documents (clause 4 of article 213 of the Civil Code). At the same time, such goals cannot be the receipt of profit and its distribution among the participants (founders). Taking into account these circumstances, the law in most cases does not provide for these organizations the minimum size of the authorized fund (capital), as well as the possibility of bankruptcy (with the exception of consumer cooperatives and charitable and other funds). Non-profit organizations may exist in organizational and legal forms provided for by both the Civil Code and other federal laws. The Civil Code provides for such forms of non-profit organizations as: -consumer cooperative; - public and religious organization (association); - charitable and other fund; -institution; association (union). Other laws provide for the possibility of creating such legal entities in the form of: — non-profit partnerships and autonomous non-profit organizations; – chambers of commerce and industry; - commodity exchanges; - homeowners associations. Most non-profit organizations, like commercial ones, are corporations built on the basis of membership. However, among non-profit organizations, legal entities that are not corporations are more common. The latter include foundations, institutions, and autonomous non-profit organizations. 2. Consumer cooperative. Consumer cooperatives, unlike production cooperatives, are created not for joint production or other economic activities based on the personal labor of the participants, but to meet the material and other needs of the latter. Therefore, they do not require the mandatory personal participation of their members in common affairs, but require the pooling of their property contributions. A consumer cooperative is recognized as an organization based on the principles of membership, created to meet the material and other needs of participants by combining their property contributions (clause 1, article 116 of the Civil Code). Consumer cooperatives include such cooperatives as housing and housing construction; garage; country; horticultural associations; consumer societies; mutual credit societies (“mutual aid funds”); mutual insurance companies (Article 968 of the Civil Code), etc. A consumer cooperative is created in accordance with the decision of its founders (members) on the basis of the charter, which is its only founding document. In the charter of such a cooperative, along with general information , contained in the constituent documents of any legal entity, should also contain information on the amount and procedure for making share contributions by its members and on the procedure for covering the losses incurred by them by the cooperative (paragraph 2 of article 116 of the Civil Code). Members of a consumer cooperative can be both citizens and legal entities (and not necessarily commercial organizations). Consumer cooperatives must be established by at least three persons (for consumer societies, at least 5 citizens and (or) 3 legal entities are required as founders). They cannot be created by one founder or consist of a single participant (member). The management of a consumer cooperative is based on principles common to all cooperatives. Here, too, the supreme (will-forming) body is the general meeting of participants (shareholders), which has the exclusive competence defined by the charter. In most cases, it, as the supreme body of the cooperative, is also authorized to take into consideration any issue of its activity; it also forms the executive (will-expressing) bodies of the cooperative, which are responsible for resolving all issues that are not within the competence of the general meeting. In consumer societies, councils (supervisory councils) with exclusive competence determined by the charter are created as a second, permanent will-expressing body. Such councils, if necessary, can be created in other (large) cooperatives. A consumer cooperative always has a sole executive body (chairman) and a collegial executive body (management board) can be created, as well as an audit commission (or auditor) that is not its body. The executive bodies of such a cooperative are always formed from among its members and cannot be hired. Each member of a consumer cooperative, regardless of the size of the share contribution, has one vote when making decisions at the general meeting. In accordance with the conditions stipulated by the charter of a consumer cooperative, its member is also entitled to sell, transfer by inheritance (in the order of succession) or otherwise alienate his share and thereby withdraw from the number of its participants. The newly accepted shareholder acquires the rights of his predecessor, including the use of the corresponding part of the cooperative property. A share in a consumer cooperative may be divided among several persons (in particular, the heirs of a deceased member) only in cases expressly provided for by law and the charter of the cooperative and which do not contradict the essence of relations on the use of cooperative property (it is impossible, for example, to divide a share related to the use one-room apartment or a land plot less than 0.06 ha). Therefore, the alienation of part of the share here in most cases is impossible. A member of a consumer cooperative is responsible for paying admission, share and other (additional) fees. For failure to fulfill these obligations, the shareholder may be expelled from the cooperative by decision of its general meeting (which may be appealed by him in court). An important obligation of members of a consumer cooperative is the obligation to cover, through additional contributions, the losses incurred as a result of its activities (because the consumer cooperative does not receive income from it). A consumer cooperative must have a share (authorized) fund, which is the minimum guarantee of satisfaction of the claims of its creditors. The share fund is created at the expense of participants' contributions and must be paid by the time of state registration of the cooperative, either in full or in the amount prescribed by law for a certain kind cooperatives. Consumer cooperatives are reorganized and liquidated according to the general rules on the reorganization and liquidation of legal entities. A special reason for their reorganization or liquidation is the full payment by members of cooperatives (or other persons entitled to share savings) of share contributions for the objects provided to them for use (apartment, cottage, garage, land plot etc.), because in accordance with paragraph 4 of Art. 218 of the Civil Code, this circumstance entails for them the emergence of ownership of this property and, accordingly, the termination of this right for the cooperative. In such a situation, the consumer cooperative, by decision of its general meeting, must either be transformed into another consumer cooperative (for the joint operation of the remaining common facilities) or into another form. non-profit organization(for example, to a homeowners association), or liquidated. A consumer cooperative may be declared bankrupt.

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Consumer cooperation is a socially oriented system created in order to meet the material and other needs of its members. Combining economic entities into a single whole makes it possible to multiply the potential and resources, as well as to solve the necessary tasks by collective forces.

The activities of consumer cooperation organizations are regulated by the Law of the Russian Federation dated June 19, 1992 No. 3085-1 "On consumer cooperation (consumer societies, their unions) in the Russian Federation".

This law defines a consumer society, which practically coincides with the concept of a consumer cooperative.

A consumer cooperative (consumer society) is a non-profit organization (NPO) that is the only one that is self-financing and has its own economy. This is a voluntary association of citizens and (or) legal entities, created, as a rule, on a territorial basis, on the basis of membership, by combining by its members property shares for trade, procurement, production and other activities in order to meet the material and other needs of its members ( Art.

1 of the Law).

Each shareholder participates in the sphere of management for the sake of his own benefit, his own interests, thereby contributing to the optimal satisfaction of the interests of society as a whole.

In addition, the consumer cooperative is currently the only form of NPO that has certain features of a commercial organization - for example, to engage in commercial activities and receive income. At the same time, the income received from entrepreneurial activity, carried out by the cooperative in accordance with the law and the charter, is distributed among its members.

Among the main principles of activity it is possible to note:

1. The interests of the participants are the supreme law.

2. The administration of affairs is carried out on a democratic basis.

3. The general meeting of participants is the supreme governing body.

Organizational and legal forms of non-commercial legal entities. Consumer cooperatives

Management and control bodies are elected and accountable to the General Meeting of Participants.

5. All shareholders are equal, regardless of the size of the share contribution.

7. The shareholder is the central figure and the social basis of the system of consumer cooperation.

8. The guarantee of true self-government is financial independence based on self-financing.

9. Cooperation of participants - the creation of a collective non-profit organization for self-regulation of its activities, which is aimed at meeting the needs and requirements of its members and solving common problems. Hence such a high motivation - work for yourself, work for the benefit of everyone.

According to Igor Belousov, the owner of Semeyny Kapital Group of Companies, on the basis of which the non-profit consumer society Semeyny Kapital began its operation not so long ago, it is precisely in consumer cooperation that the grain is laid that will help Russia reach new level development of the economy, supporting the domestic commodity producer and offering the Russians an affordable and high quality product:

"The purpose of Consumer Cooperative stores is to help shareholders (members) of the cooperative make a profit. A farmer, manufacturer or someone else has joined the cooperative, and here they are, and only they are, there is a profit center. But the store has its own costs. How to deal with Well, let's "cover" them all these costs from the minimum allowable margin on the counter and from the contributions of the members of the cooperative themselves.

As a result of such activities, the price on the counter has decreased in relation to the same product, but sold through a different type of trade ... this is a fact.

Almost all profits, with the exception of a small part aimed at covering the costs of maintaining stores, went to the manufacturer.

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consumer cooperative. Non-profit organizations as legal entities

Consumer cooperatives

(Clause 1, Article 116 of the Civil Code)

The legal status of a consumer cooperative (hereinafter referred to as a cooperative) is determined by the Civil Code (Article 116) and federal laws on certain types of cooperatives - 1) housing and housing construction (section V of the LCD); 2) credit (FZ on credit cooperation); 3) housing savings (FZ on ZhNK); 4) horticultural, horticultural and dacha (FZ on horticultural associations); 5) agricultural consumer cooperatives (FZ on agricultural cooperation); 6) consumer societies and their unions (Law on consumer cooperation).

Of all non-profit organizations, consumer cooperatives are the most commercialized. All of them are allowed to engage in entrepreneurial activity within the limits permitted by law and the charter. Many of them are engaged exclusively or mainly in entrepreneurial activities (agricultural consumer cooperatives and consumer societies). And some of the cooperatives are created specifically to engage in a strictly defined type of entrepreneurial activity (credit and housing savings cooperatives).

Consumer cooperatives are a kind of cooperative partnerships and therefore have much in common with production cooperatives in the institution of membership, the establishment of a cooperative, the management of a cooperative, its property isolation, etc. However, the main goal of their activities is not to make a profit, but to satisfy the material and other needs of their members (in residential premises, financial resources, goods, works and services, etc.).

At the same time, this sign turns out to be undecisive in distinguishing a consumer cooperative from a production cooperative. Consumer cooperatives are extremely diverse. Today, as part of consumer cooperatives, which in Russia are experiencing better time in their history and in everything they are inferior to their counterparts in the West, one can distinguish, firstly, cooperatives that are created for the acquisition and operation of common property (housing, housing construction, gardening, gardening, summer cottages, garages); secondly, cooperatives for the acquisition of property for their members (housing savings); thirdly, cooperatives to provide financial assistance to their members - to meet the need for funds by providing loans on favorable terms (credit cooperatives, including agricultural credit cooperatives); fourthly, cooperatives for the sale of goods, the performance of work and the provision of services to their members on terms more favorable than all other persons (consumer societies, agricultural consumer cooperatives).

Only cooperatives of the first and second groups can be confidently distinguished from production cooperatives on the basis of profit. They invest all the funds received from their members in the acquisition (construction) of property, which is transferred for use, and then into the ownership of their members.

Consumer cooperative - pros and cons

The difference between them is very minor. The former, losing over time the right of ownership of the property that passes to their members, gradually turn into persons engaged in servicing the common needs of the members of the cooperative - the operation of their common property (organizing the repair and maintenance of the building and communications, the provision of utilities, maintenance adjoining territory, water and energy supply of garden, garden, country and garage farms, etc. etc.). The second (housing savings cooperatives) are limited only to assisting their members in acquiring living quarters and residential buildings into ownership on preferential terms, after which membership in the cooperative is terminated. However, neither the first nor the second, based on the main features of their organizational and legal form, should not make profit as their main goal.

The cooperatives of the third and fourth groups are quite another matter. They are not only busy making profit, but they cannot exist at all without making this profit (consumer societies, agricultural consumer cooperatives, housing savings cooperatives).

But that's not all. The main feature that distinguishes non-profit organizations from commercial ones ceases to operate in consumer cooperatives: the income received by the consumer cooperative from entrepreneurial activity (and therefore, primarily profit) carried out by the cooperative in accordance with the law and the charter is distributed among its members (clause 5 of Art. 116 GK).

Under such circumstances, the only sign that distinguishes a consumer cooperative from a production cooperative remains the sign of personal participation in the activities of the cooperative. In this respect, a production cooperative is an organization similar to a business partnership, and a consumer cooperative is similar to a business partnership. In the first, personal participation is an indispensable requirement that prevents membership in other cooperatives; in the second, there is no such requirement and no such obstacle.

Finally, consumer cooperatives include organizations with special legal capacity. The law not only prohibits them from carrying out certain types of activities that are contrary to the subject and goals of their activities, but in general any other activity, except for that provided for by law (credit cooperatives, housing savings cooperatives).

This variety of cooperative forms of non-profit organizations makes it difficult for them to general characteristics because there are far more differences between them than there are similarities. However, they all remain cooperative partnerships, which means that their system properties are either completely identical or homogeneous.

Participants (members) of the cooperative can be citizens and legal entities. The participation of legal entities is generally alien to the nature of cooperatives and, until relatively recently, was allowed only in relation to the so-called second-level cooperatives (unions of cooperative organizations). In some cases, only citizens are still allowed to be members (founders) of a cooperative (consumer society, housing savings cooperative, horticultural, gardening, dacha cooperatives).

The number of founders/members of a cooperative is regulated by federal laws. So, in a housing cooperative, their number cannot be less than five, but should not exceed the number of residential premises in a cooperative under construction or acquired apartment building(clause 1, article 112 of the LCD). A credit cooperative may be created by at least 15 individuals or 5 legal entities. A credit cooperative, whose members are individuals and legal entities, can be created by at least 7 of these persons (Article 7 of the Federal Law on credit cooperation). A housing savings cooperative is created on the initiative of no less than 50 people and no more than 5,000 people (Article 12 of the Federal Law on ZhNK). The number of members of a horticultural, horticultural or dacha non-profit association must be at least three people (Article 16 of the Federal Law on horticultural associations). An agricultural consumer cooperative is formed if it includes at least two legal entities or at least five citizens (clause 11, article 4 of the Federal Law on agricultural cooperation). The number of founders of a consumer society should not be less than five citizens and (or) three legal entities.

Membership in a cooperative arises from the moment the competent body of the cooperative makes a decision on admission to the membership of the cooperative, made at the request of the candidate. The exception is a housing savings cooperative, in which membership arises from the moment the relevant information about the citizen who applied for membership in the cooperative is entered into the Unified State Register of Legal Entities. Accordingly, membership is terminated in this case only by the exclusion of the relevant information from the register, and not by the usual law-terminating facts - death, liquidation, exit, exclusion from the cooperative.

Almost all consumer cooperatives, although they are cooperative partnerships, do not require mandatory participation in their activities from their members, as a result of which they can also be called non-profit cooperative societies. In most cases, participation in property through the payment of shares and other contributions is quite enough, so that one and the same person can simultaneously be a member of several consumer cooperatives. However, there are two exceptions to this rule here. An exception is an agricultural consumer cooperative created by agricultural producers and (or) citizens leading a personal subsidiary plot, subject to their mandatory participation in the economic activities of the consumer cooperative (clause 1, article 4 of the Federal Law on agricultural cooperation). The obligation of personal participation in economic activity may be assigned to a member of a consumer society (Article 12 of the Law on Consumer Cooperation).

The rights and obligations of members of a cooperative are regulated by the Civil Code, laws on certain types of cooperatives and charters of specific cooperatives. Since all cooperatives are corporations, their members are endowed with respect to them with a set of rights and obligations.

The following rights are common to members of all cooperatives: 1) participation in the management of the affairs of the cooperative, including the right to participate in the general meeting with the right of one vote and the right to elect and be elected to the bodies of the cooperative; 2) the right to receive the property of the cooperative for use, in proportion to the size of the share; 3) the pre-emptive right to use the services of the cooperative; 4) the right to receive part of the income of the cooperative from entrepreneurial activity; 5) the right to receive information about the activities of the cooperative; 6) the right to freely withdraw from the cooperative; 7) the right to receive a share contribution (the actual value of the share) in the event of withdrawal (exclusion) from the cooperative.

The right to alienate (transfer) a share to another person in a consumer cooperative is not provided by law for all cooperatives.

The exception is housing savings cooperatives, in which such an assignment (transfer of a share to another person) is allowed without restrictions with the recognition of the acquirer (recipient) of the right to join the cooperative (the acquirer cannot be refused admission to the cooperative). In agricultural cooperatives, the transfer of a share to third parties who are not members of the cooperative is allowed only with the consent of the cooperative. At the same time, the rest of its members enjoy the pre-emptive right to purchase a share. In cooperatives serving common property (housing, garage) or common needs (gardening, horticultural, summer) of members of the cooperative, the alienation of a share is also allowed and occurs simultaneously with the alienation of property that is the property of a member of the cooperative (apartments, garden plot and etc.). In a consumer society, a shareholder has no such right at all.

But in other cases of share transfer in all cooperatives, except for consumer societies, certain persons are provided with the right to demand admission to members of the cooperative (husband / wife, heirs, disabled dependents). In a consumer society, only the right to a share contribution and cooperative payments is recognized for heirs.

From the transfer of a share, it is necessary to distinguish cases of alienation by members of a cooperative or transfer in another way of ownership of property, the acquisition of which was due to participation in a cooperative (apartments in a residential complex / housing cooperative, a land plot and buildings in a gardening cooperative, etc.). The presence of ownership of this property is in such cases (completely atypical for traditional cooperatives, but common for some Russian cooperatives - housing, housing construction, gardening, gardening, summer cottages, garages) a condition for membership in the cooperative, so that its sale creates for the buyer the right to demand admission to the cooperative. The right to a share in cases of full payment of a share contribution in such cooperatives is replaced by the right of ownership of the property previously transferred by the cooperative for use by a member of the cooperative.

In certain types of cooperatives, the law and charters may provide members with specific additional rights (for example, the right to receive a share in common property in the event of liquidation of the cooperative, the right to independently manage their land in accordance with its permitted use and to build and rebuild buildings and structures on a land plot, the right to dispose within limited limits of property received for use, etc.).

Duties that are the same for members of any cooperative are: 1) making entrance, share, and in most cooperatives also membership fees; 2) the obligation to cover losses incurred as a result of the activities of the cooperative at the expense of additional contributions; 3) implement the decisions of the general meeting.

Along with the general ones, there are also specific obligations that are imposed in connection with participation in a cooperative of a certain type (the obligation to develop the land plot within the prescribed period, to participate in activities carried out by the cooperative).

organizational unity. The constituent document of a cooperative is the charter, the content of which is determined by the Civil Code and laws on certain types of cooperatives.

In accordance with the general requirements of the Civil Code, along with the information included in the charter of any legal entity, the charter of any cooperative must contain:

conditions on the amount of share contributions of members of the cooperative;
on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions;
on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes;
on the procedure for covering the losses incurred by members of the cooperative.

Cooperative bodies the general meeting of members of the cooperative and the executive body, which is collegiate (board) and sole (chairman of the board), act.

General meeting, being supreme body cooperative, makes decisions on the most important issues of the organization and activities of the cooperative. Their list may be contained in the law, but may also be fully determined by the charter of the cooperative. Moreover, as a rule, there is no such issue related to the activities of the cooperative that could not be considered at the general meeting, including issues of its current economic activity. The most telling in this regard is Art. 17 of the Federal Law on credit cooperation: the general meeting of members of a credit cooperative is authorized to consider any issue related to the activities of the cooperative and decide on this issue if it is submitted at the initiative of the board of the credit cooperative, the sole executive body of the credit cooperative, the control and audit body of the credit cooperative, committee on loans of a credit cooperative or at the request of at least one third of the total number of members of a credit cooperative (shareholders).

The general meeting forms the executive bodies of the cooperative from among the members of the cooperative - the board of the cooperative, otherwise it elects the chairman of the board from among its members. The powers between them are distributed by the charter, but the law, as a rule, reserves for the chairman the powers to make transactions on behalf of the cooperative, to perform other actions on behalf of the cooperative without a power of attorney.

Of all cooperatives, housing savings cooperatives are distinguished by the most specific management organization, in which the board and chairman of the board are not among the executive bodies, but occupy a position reminiscent of the position of the supervisory board in business companies. The executive bodies in them are the sole executive body of the cooperative - the director - or the sole executive body of the cooperative - the director - and the collegial executive body of the cooperative - the directorate. They are appointed or elected by the board of the cooperative, accountable in their activities to the board and the general meeting.

In agricultural cooperatives, the obligatory creation of a supervisory board is provided, which gives opinions on the admission and exclusion of members of the cooperative, controls the board and its chairman or executive director, who has the right to convene a general meeting.

In a consumer society, along with a meeting of shareholders representative body is the council that manages the affairs of the society in the period between general meetings. The executive bodies of the company are the board and the chairman of the board.

Property isolation of the cooperative is expressed in the presence of an independent balance sheet and ownership of property transferred to it by members of the cooperative and acquired by them at the expense of funds received and income from entrepreneurial activity. The cooperative for the storage of funds and settlement of obligations opens one or more bank accounts, which informs the tax authorities.

The independent property liability of the cooperative, understood as full responsibility for the funds in the bank accounts of the cooperative, and property belonging to it by right of ownership, is supplemented, firstly, by the obligation of members of the cooperative to cover losses resulting from the activities of the cooperative, at the expense of their own property - additional contributions. This obligation cannot be regarded as liability, since the decision to pay additional contributions must be made by the general meeting of the cooperative and, in case of refusal, may entail the liquidation of the cooperative in court at the request of creditors. Secondly, members of cooperatives bear subsidiary property liability for the obligations of cooperatives within the unpaid part of additional contributions, when the obligation to make such contributions is established by a decision of the general meeting.

Foreclosure on a share of a member of a cooperative is allowed if he does not have other property sufficient to satisfy the claim. The consequence of foreclosure on a share may be exclusion from the membership of the cooperative, if the cooperative pays the actual value of the share in full (the share contribution in full) to satisfy the demand of the claimant.

Name of the cooperative must contain an indication of the main purpose of its activities, as well as either the word "cooperative", or the words "consumer union" or "consumer society" (clause 3 of article 116 of the Civil Code). Since this name is not a brand name, it is not protected by exclusive rights.

34. Consumer cooperatives as legal entities.

Article 4. Agricultural consumer cooperatives

1. An agricultural consumer cooperative is an agricultural cooperative established by agricultural producers and (or) citizens running private subsidiary farms, subject to their mandatory participation in the economic activities of the consumer cooperative.

(see text in previous)

ConsultantPlus: note.

From January 1, 2019, Federal Law No. 217-FZ of July 29, 2017 amends paragraph 2 of Article 4.

2. Consumer cooperatives are non-profit organizations and, depending on the type of their activity, are divided into processing, marketing (trade), service, supply, horticultural, horticultural, livestock and other cooperatives established in accordance with the requirements provided for in paragraph 1 of this article, to fulfill one or more of the activities specified in this article.

(in ed. federal law dated 03.11.2006 N 183-FZ)

(see text in previous)

3. Processing cooperatives include consumer cooperatives engaged in the processing of agricultural products (production of meat, fish and dairy products, bakery products, vegetable and fruit products, products and semi-finished products from flax, cotton and hemp, timber and lumber and others).

4. Marketing (trade) cooperatives carry out the sale of products, as well as their storage, sorting, drying, washing, packaging, packaging and transportation, conclude transactions, study the sales market, organize advertising of these products and more.

5. Service cooperatives carry out mechanized, agrochemical, land reclamation, transport, repair, construction work, as well as insurance services (insurance cooperatives), scientific and production, legal and financial consulting, electrification, telephone installation, sanatorium-resort and medical services, issuance of loans and saving money (credit cooperatives) and other works and services.

(Clause 5 as amended by Federal Law No. 183-FZ of November 3, 2006)

(see text in previous)

6. Supply cooperatives are formed for the purpose of purchasing and selling means of production, fertilizers, lime materials, feed, oil products, equipment, spare parts, pesticides, herbicides and other chemicals, as well as for the purpose of purchasing any other goods necessary for the production of agricultural products; testing and quality control of purchased products; supply of seeds, young livestock and poultry; production of raw materials and materials and their supply to agricultural producers; purchases and supplies to agricultural producers of the consumer goods they need (food, clothing, fuel, medical and veterinary drugs, books, and others).

ConsultantPlus: note.

From January 1, 2019, Federal Law No. 217-FZ of July 29, 2017 amends paragraph 7 of Article 4.

12. Consumer cooperatives

Horticultural, horticultural and livestock cooperatives are formed to provide a range of services for the production, processing and marketing of crop and livestock products.

8. The procedure for creating a credit consumer cooperative for the purpose of issuing loans to members of this cooperative and saving their money, the procedure for the operation of a credit consumer cooperative, the rights and obligations of members of a credit consumer cooperative are determined by this Federal Law.

(Clause 8 as amended by Federal Law No. 183-FZ of November 3, 2006)

(see text in previous)

9. Has expired. - Federal Law of November 3, 2006 N 183-FZ.

(see text in previous)

10. The procedure for the formation and operation of insurance cooperatives, the rights and obligations of their members are determined by this Federal Law and laws regulating the procedure for the creation and operation of insurance cooperatives.

(see text in previous

The paragraph is invalid. - Federal Law of November 3, 2006 N 183-FZ.

(see text in previous)

11. A consumer cooperative is formed if it includes at least two legal entities or at least five citizens, unless otherwise provided by this Federal Law. At the same time, a legal entity that is a member of a cooperative has one vote in making decisions by the general meeting.

(as amended by Federal Laws No. 73-FZ of June 11, 2003, No. 183-FZ of November 3, 2006)

text in previous)

12. Two or more production and (or) consumer cooperatives may form consumer cooperatives of subsequent levels, up to all-Russian and international consumer cooperatives. Only cooperatives of the previous level can be members of a next-level cooperative.

(as amended by Federal Law No. 183-FZ of November 3, 2006)

(see text in previous)

ConsultantPlus: note.

From January 1, 2019, Federal Law No. 217-FZ of July 29, 2017 amends paragraph 13 of Article 4.

13. At least 50 percent of the volume of work (services) performed by service, processing, marketing (trade), supply, horticultural, horticultural and livestock cooperatives must be carried out for members of these cooperatives.

14. The name of a consumer cooperative must contain an indication of the main purpose of its activity, as well as the words "agricultural consumer cooperative".

(as amended by Federal Law No. 73-FZ of June 11, 2003)

(see text in previous

AT recent times Entrepreneurs show particular interest in consumer cooperatives. What is the reason for such curiosity? If earlier general store, raipo were the only shops in the village where people could buy something, now there is an excess - almost no shop for 10 people. If earlier collective farms and state farms sold surpluses of grain, piglets, potatoes and other farms through consumer cooperatives, now there are a lot of various commercial wholesalers, dealers, etc.

The incentives to create a consumer society among hard workers-shareholders of that era and modern cooperatives are similar only in law and documents ... Time has changed views, and modern legislation "helped" to consider completely different values in cooperatives. Yes, and people are already of a different temper, or rather tempered by these laws. Modern cooperators and lawyers of Turov & Partners helped me to understand the most common myths.

Myth #1. Consumer societies are not for business. For entrepreneurial activities, it is more logical and convenient to open an LLC, OJSC, IP, etc.

From Article 1 of Federal Law No. 3085-1 “On consumer cooperation (consumer societies, their unions) in the Russian Federation”: “a consumer society is a voluntary association of citizens and (or) legal entities, created, as a rule, on a territorial basis, on on the basis of membership by combining by its members property share contributions for trade, procurement, production and other activities in order to meet the material and other needs of its members.

And if production cooperatives belong to the category of commercial organizations, then consumer societies are public organizations, whose work is not aimed at making a profit, but at meeting the needs of shareholders.

A quite logical question arises: “How to conduct business by organizing a consumer society? When all the "movements" in which something is sold or bought are commercial?

Oleg Syrochev

right approach

Ekaterina Kuvshinova

Head of the legal department of the company "Turov and Partners":

square meters

Organizations individual entrepreneurs they can also be shareholders, they can make share contributions, but they will not be able to put them in their expenses (unless this is a necessary condition for the existence of this, for example, LLC-shki). Such organizations include companies on the OSNO or on the simplified tax system (income-expenses), and the rest of the persons will be comfortable working with the cooperative, because. they do not need to take into account the costs to determine the tax base, and they can confirm the origin of the goods by an act of acceptance and transfer of property and an agreement with the software. These are individuals, legal entities who do not need expenses and individual entrepreneurs (patent, UTII, STS (income)). Therefore, such shareholder companies can "take" the goods from the consumer society, and then sell it.

Since the consumer society is a non-profit organization, it needs to exist for something. And there is a membership fee. There are also share contributions. The difference is that the share contribution is refundable, it is the shareholders who return it with property or money. For example, a shareholder came and said: “I am making a share contribution of 100 rubles, I ask you to satisfy my need by phone.” The company buys a shareholder a phone for 80 rubles and transfers it for the same 80 rubles as a return of the share contribution. And 20 rubles, in accordance with the application of the shareholder, are credited to membership fees. And the society already spends these 20 rubles according to the created funds for its own needs.

What happens? From a legal point of view Clause 3, Clause 3 Art. 39 Tax Code of the Russian Federation meeting the needs of shareholders is not recognized as a sale. In fact, we exchanged money for goods, the shareholder is satisfied, the society is satisfied, but there are no sales and taxes, and, accordingly, there is no tax base.

Undoubtedly, Special attention should be given to the competent execution of all necessary and regulatory documentation. If everything is arranged correctly and the nuances are observed, then such a “peculiar business” will not be recognized as trade.”

During a long conversation with Ekaterina Burlutskaya, I formed an idea of modern Raipo. A modernized cooperative is something like a business for its own, because not paying taxes according to the law is a great prospect. But, the temptation to avoid the “nasty” VAT overrides common sense: all shareholders have an equal vote. There is a fear of creating a coalition and rebellion among ill-wishers. After all, their own people can strike on the sly and overthrow the “real” government… Perhaps this is also a myth?

Myth #2: There are very high risks that the “democracy” of cooperatives could lead to the overthrow of the “main” founding shareholders

Maxim Zalyadkin

The cooperative site is part of the consumer society. CG is opened by the Council either on a territorial or thematic basis for operational management in the PO. It brings together a certain number of shareholders living in a certain territory, or working in an organization, as well as participating in thematic software programs.

AT Art. 17 of the Law of the Russian Federation "On consumer cooperation" it is written that in cases where the shareholders of a consumer society are residents of several settlements and the number of shareholders is large, cooperative sections can be created in a consumer society, the supreme body of which is the meeting of shareholders of the cooperative section, its activities are managed by an authorized cooperative section.

The authorized representative of the cooperative sector has the right to make decisions on behalf of all shareholders of the cooperative sector, as well as to participate in the General Meeting of Shareholders of the consumer society from his cooperative sector.

That is, by appointing your trustee as an authorized cooperative site, you can avoid negative consequences general vote.

Myth #3.Consumer societies also "nightmare" all sorts of checks

Based item 1Art. 3. Law of the Russian Federation "On consumer cooperation" relations between the state and consumer cooperatives: "State bodies and local self-government bodies are not entitled to interfere in the economic, financial and other activities of consumer societies and their unions, with the exception of cases provided for by the laws of the Russian Federation."

Unlike legal entities and individual entrepreneurs, the “work” of consumer societies is carried out with minimal participation of state influence and control. I wanted to write “business”, but, based on the initial meaning embedded in this concept, it is rude and clumsy ... Therefore, this is work, activity without the constant presence of “Why? Why? And on what basis? state. observers. But, if a consumer cooperative, in addition to its “direct purpose”, carries out entrepreneurial activities by selling goods/works/services, then the ban on inspections is automatically lifted. The curiosity of the authorities will not keep you waiting.

Oleg Syrochev

General Director of NPO Ecology LLC:

Law of June 19, 1992 No. 3085-1

Maxim Zalyadkin

Lawyer, tax consultant of Turov and Partners:

Law of the Russian Federation of June 19, 1992 No. 3085-1 "On consumer cooperation"

What regulators can check:

Misuse of funds;
The activities of the consumer society on the subject of commercial activities;
Withholding income tax.

Therefore, the main task for your protection is to arrange everything correctly. You can openly show the regulatory authorities all the provisions of the software, all the protocols. They do not have the right to influence them, to put pressure on what was decided at the General Meeting of Shareholders.

Myth number 4. It's hard to believe that consumer cooperatives can save on taxes and protect assets

Oleg Syrochev

General Director of NPO Ecology LLC:

Law of June 19, 1992 No. 3085-1

Cooperation in many ways allows you to do without licenses, the Consumer Rights Protection Law does not act against cooperation, give shares at least around the clock and alcohol - everything is within the law. There is no trade and services and, accordingly, revenue, and therefore there is no taxable base. No salary - no base for contributions and personal income tax, no property on the balance sheet - no property tax (property on the "off-balance sheet" is a share contribution).

There is the possibility of a VAT refund, there is a fundamental possibility of import without customs. There is an opportunity to work with the whole world: the law does not restrict the entry of foreign persons. There is no need to declare income, because the return of share contributions is not income, there is no personal income tax, and there are no dividends, therefore there is no taxation. There is no retail space - there are warehouses for receiving and issuing share contributions, which means that you can not pay fees for retail space. It is possible to create your own funds, up to the pension fund and reinvest in your own development.

Maxim Zalyadkin

Lawyer, tax consultant of Turov and Partners:

Asset protection.

This fund is created by decision of the General Meeting of Shareholders, and any movable and real estate, previously contributed to the cooperative.

As defined above, no creditor or public authority may claim property from this fund. Although, apparently, there are still reasonable limits for protecting the property of an indivisible fund. For example, if you are undergoing an on-site tax audit and you decide to contribute the company's assets to a consumer cooperative, which, in turn, by decision of the General Meeting, will place it in an indivisible fund, then, in this case, the court can cancel this decision and recognize the entire operation done solely for the purpose of avoiding liability.

The basic principle of determining the taxation of software activities is enshrined in Art. 39 Tax Code of the Russian Federation, according to which the transfer of fixed assets, intangible assets and (or) other property to non-profit organizations for the implementation of the main statutory activities not related to entrepreneurial activities is not recognized as a sale ( Clause 3, Clause 3 Art. 39 Tax Code of the Russian Federation), respectively, the object of VAT taxation does not arise.

income tax

The most important thing when calculating income tax is to accurately classify the income that goes to the company. Indeed, according to the rules, non-profit organizations must pay tax only on profits received from entrepreneurial activities.

If the receipts are provided for by the charter, there is no obligation to transfer tax from them. But even here the income must meet the criteria Art. 251 Tax Code of the Russian Federation.

So, for example, targeted income (entry and membership fees) will not be taxed if they meet the following requirements:

received free of charge;
used on time for the intended purpose;
spent on the conduct of statutory activities or the maintenance of software.

And the last important condition: an organization that receives targeted funds is obliged to keep separate records of income and expenses from entrepreneurial activities (if any) and from statutory ones. This is stated in p.p.14 p.1 art. 251 Tax Code of the Russian Federation. After all, if the funds are simultaneously used for targeted and non-targeted purposes, the company has the right to pay tax only on the part involved in entrepreneurial activities.

As for bank interest, the bank usually charges interest on the amount that is stored in the current account, and if so, then the software must take into account the increase received as part of non-operating income ( paragraph 6 of Art. 250 Tax Code of the Russian Federation).

Moreover, this rule will have to be followed regardless of whether the money is intended for targeted use or commercial.

Of course, the PO retains the right to reduce taxable income on expenses. The following expenses can be recognized: negative exchange differences, material expenses, bank expenses, rent, utility bills, labor costs, the amount of accrued depreciation on fixed assets purchased with targeted funds.

personal income tax and insurance premiums

If the employee is employed under an employment contract, then:

personal income tax 13%;
Insurance premiums 30% (20% if there are benefits, set. №212-FZ).

If an employee (shareholder) receives remuneration as financial assistance shareholder, then:

personal income tax 13%;
Insurance premiums 0%, since there is no object of taxation of insurance premiums in accordance with №212-FZ.

If a shareholder contributes some property to the software, including intellectual property, and asks to return this property to him in money, then:

personal income tax 0%;
Insurance premiums 0%.

Intellectual property (property) can be entered, but it must be done officially. An author's agreement on the use of intellectual property is required; it must be executed on electronic or tangible media, etc.

Software shareholders can contribute any property to a consumer society, independently evaluate it, and then return its value to this shareholder in monetary terms, while all taxes will be equal to 0.

When evaluating this property, it is not required to involve appraisal companies. Mandatory valuation occurs only in relation to the following property:

State property;
In case of disputes between shareholders regarding the value of this property;
In case of damage to this property.

So, all the pros and cons of consumer cooperation

Maxim Zalyadkin

Lawyer, tax consultant of Turov and Partners:

But, as it often happens, there is always a fly in the ointment in a barrel of honey. The disadvantages of a consumer cooperative include:

not for any type of activity can be applied;
completely different internal and external document flow compared to commercial organizations;
poor awareness of people about this form, and the negative aspects that arise in connection with this, etc.

As you can see for yourself, there are also enough minuses and, therefore, it is necessary to approach the choice of a consumer cooperative as the main form of organizing one's activities very thoroughly, weighing all the pros and cons. If you are ready to take a risk or, for example, simply consider the consumer society as one of several of your activities, then in the current realities of the harsh Russian reality, you should pay special attention to this form.

Alexander Mikhailenko

Chairman of the PO "Derzhava":

When registering a cooperative, tax authorities often also require that data be indicated in the application and signatures certified as founders of all initial shareholders creating a cooperative, which is illegal. When registering a cooperative, the law obliges to submit an application from the head with a signature certified by a notary, a protocol of the meeting of shareholders at which the cooperative was created and the governing bodies were selected, the charter of the cooperative, and a receipt for payment. They may also request an agreement on the provision of a legal address and copies of title documents for the premises.

The problem with banks

"Nightmare" cooperation at the tax office this stage there are few chances, but there are :) The bank in which you intend to open an account has a couple of orders of magnitude more such opportunities. The first thing that the bank has the right to check is the presence at the legal address of the sign and the constituent documents of the cooperative, the governing bodies, in other words, the office. An explosion of the banking brain happens if the legal address is indicated at the place of residence of the chairman, which is not prohibited by law. Further, during operations on an open account, the bank must be guided by the favorite of all banks 115-FZ on combating terrorism and other money laundering. The bank account is perhaps the weakest link in the cooperative.

Problems with regulatory authorities

This problem arises not only with the bank, but also with regulatory authorities such as Rospotrebnadzor. Because very few understand that cooperation has the right not to license its activities when, for example, the transportation of goods or passengers is carried out for the cooperative’s own needs: between shareholder “A” and shareholder “B”, and the cash register, together with the Law on consumer rights and taxes on the sales area are not needed here if the goods are not issued to anyone other than shareholders, albeit for money.

The problem of "imposed commercialization"

I see the main problem of cooperation in the imposed commercialization of all activities in the country, in the relationship "buy-sell-pay taxes, fees, excises and sleep well." In the misunderstanding of officials that the state itself allowed such activities to cooperatives. Practice shows that accountants, with rare exceptions, require retraining for cooperative thinking, and this is rarely taught anywhere.

The greatest efficiency of cooperation is achieved by bringing together everyone, from the manufacturer to the end consumer and all service structures - housing, utilities, transport, etc. into one system of cooperation. Then all relationships between them will exclude mutual settlements from the taxable base and leave the money supply directly in the system, and with a modern system of electronic payments, exclude money turnover with all its inherent "charms".

The problem of unscrupulous shareholders

Collective property, as history has confirmed, is the property of all shareholders of the cooperative, which means that the use is carried out on the basis of the provisions adopted by the council and concluded contracts for use, and its disposal is only based on the decision of the general meeting of the cooperative. The problem sometimes arises when the person who has the right to sign (as a rule, the chairman of the board or board) is dishonest in managing the unit fund or property of the cooperative without a decision of the general meeting. The bank, allowing the operation on the account, does not delve into the authority of the person and writes off the funds from the account. To prevent such crime, it is recommended that cooperatives establish in as much detail as possible the powers of all governing bodies of the cooperative, in the Charter or regulations adopted in accordance with it and Law 3085-1, including on the funds, property and money of the cooperative.

Regarding the possibility of a change of power and raider takeover, in comparison with other forms of organizations, cooperatives are more protected, since the most important decisions in them are within the competence of only the general meeting and only shareholders, in addition, the circle of which is limited, and each has one vote, regardless of size. contributed share.

In addition, the protection of the collective property of the mutual fund from arrest, for the purpose of interim measures, recovery of debts of both the cooperative and the shareholders directly, is ensured by the impossibility of enforcement actions against the mutual fund by virtue of law. Here it is necessary to distinguish the property of the cooperative received through transactions, which is on the balance sheet (like any legal entity), with which the cooperative is responsible for its debts, and the share fund, from the property transferred by the shareholders to meet common needs, it is just on the off-balance sheet account and therefore free of charge. And these are fixed assets, buildings, vehicles and so on. All other organizations, except for institutions with operational management, any property can be arrested for debts. And, if in other organizations they look for (and find) loopholes in laws, “gray” tax evasion schemes, withdrawal to offshore zones, then cooperatives do not need this, because. cooperation is in itself a kind of offshore zone.

Oleg Syrochev

General Director of NPO Ecology LLC:

Consumer cooperation is a business with tax savings. In many ways, very significant savings, but in no case do we call for an illegal and "black" existence. And vice versa: the wider the movement of the Consumer Cooperation, the richer the shareholders, the cooperative as a whole, the region, the city, the region, the country, finally ... Consumer cooperation is a social matter, a matter that really helps people. A business that brings people together. What one cannot master can be mastered together (cooperatively) by five, ten, twenty ... thousands of shareholders! It is obvious!

Perhaps it's time to put an end to this article, in which, I hope, we managed to dispel the most common myths. And I would like to end it with a question: “Perhaps consumer cooperation is the bright future of Russian business?”

Consumer cooperatives continue to be used by citizens and organizations as a collective means of solving various problems. They operate across industries, manage significant assets, serve the needs of large numbers of people, and provide many jobs. In the article, we will analyze the features of the creation, operation and management of such associations, give samples of constituent documents and the legislative framework.

A consumer cooperative is a non-profit association individuals and organizations, the creation of which allows them to achieve various common goals. In our country, consumer cooperation was most widespread during the Soviet era. Today, such associations are not among the most popular legal entities, but they continue to exist, which means that the features of their work require study and understanding.

Forms of consumer cooperatives

In the Russian Federation, several main variants of consumer cooperatives are created and operate:

credit;
housing and housing construction;
agricultural;
garage.

Consider the features of each of these options.

1. Credit. Such associations aim to provide credit and financial assistance to their members. Their activities are regulated by Federal Law-190. To start the work of such a union, it is necessary to attract members who have financial resources and ready to provide them to other participants at interest to receive a certain income. Such consumer cooperatives have signs of commercial activity, since their charter allows members to earn money, but this task is not in the first place. The main goal of the association is financial mutual assistance, and only then comes the receipt of income.

2. Housing and housing construction. The rules for cooperation in the construction and maintenance of residential buildings are described in the Housing Code of the Russian Federation, as well as in Article 116 of the Civil Code of the Russian Federation - it is these provisions that those who create such consumer cooperatives rely on. The purpose of such associations depends on their type. Housing unions are engaged in the maintenance and improvement of MKD, and housing construction unions are involved in their construction.

3. Agricultural. Such consumer cooperatives help farmers working in Russia to jointly solve various problems, they operate on the basis of the law FZ-193. These associations can be engaged in supply, lending, processing and marketing of products, maintenance of equipment, and so on.

4. Garage. Such alliances usually include individuals who are united by the task of obtaining garages to accommodate personal vehicles. The cooperative leases a land plot and builds a garage complex on it. The premises in it are distributed among the members in accordance with the charter.

Advantages and disadvantages

The preservation of such a “popular” form of association as consumer cooperatives for many years is explained by a number of their advantages:

dividends are accrued according to a transparent scheme - to each member, depending on the size of his share;
the purpose of the work of the union is to meet the needs of its members;
associations are able to work stably for a long time, as they consist of trustworthy partners united by the solution of a common task;
governing bodies are elected democratically;
financial and other results of the association's work are transparent and available to each shareholder.

This form of association also has certain disadvantages. There are usually two points here:

frequent entry into the management of incompetent people;
passivity of the cooperative members.

Examples of consumer cooperatives

Consumer cooperatives continue to work effectively in 2018 in cities and rural areas - they help some to build and maintain houses, others to receive loans on favorable terms, and others to produce and sell products. The principles of consumer cooperation are often implemented in commercial enterprises. At competent organization process, this helps to reduce costs and simplify management mechanisms.

Sports clubs, retail chains, service enterprises and many other organizations can operate on cooperative principles. Considerable attention is paid to the development of cooperation in rural areas. Small farms strengthen their resources through such associations. Small farmers join cooperatives because banks often refuse to lend to them, and such associations issue funds at lower interest rates and with an understandable payment mechanism. In addition, consumer cooperation helps to organize the sale of products in cities, without which it is difficult to compete with large networks.

Legislative base of consumer cooperatives

Consumer cooperatives are an established form of association of citizens and organizations, therefore the legislation regulating their work often works for decades without changes. The main regulations are as follows:

Law No. 3085-1 of 1992 "On consumer cooperation in the Russian Federation";
FZ-193 of 1995 - for agricultural unions;
FZ-190 of 2009 - for credit associations;
Housing Code of the Russian Federation - for cooperatives created for the purpose of housing construction and management.

Creation of a cooperative

The process of registration of consumer cooperatives is regulated by the same Federal Law-129, which applies to all other legal entities. To create such an association, at least five citizens (aged 16 years or older) or organizations are required. The process of establishing a cooperative can be divided into three main stages.

1. Formation of a group of initiative founders. They are united by a common goal, think over the idea and work plan of the cooperative. For organizations with a commercial bias, a business plan is being developed. Constituent documents are being prepared, the main of which is the charter (we will give its samples for different types of cooperatives in the appendix). A meeting of members of the future association is being prepared.

2. Holding a constituent assembly. It decides to create a consumer cooperative, and if there is an industry union of consumer societies, to join it. At the meeting, the list of shareholders, the charter, the amount of entrance fees and cost estimates are approved, as well as the governing and supervisory bodies are selected. All these actions are fixed in the protocol.

3. Registration of the cooperative. For this, constituent documents, an application, a protocol and papers confirming the payment of the fee are submitted. The date of creation of the cooperative is determined by the state registration.

Consumer cooperative management

Management in such associations is built according to principles common to all cooperative organizations. The supreme governing body here is the general meeting of the members of the association. Its exclusive competence is enshrined in the charter of the union. Usually, it is the meeting that has the right to consider any issues related to the activities of the cooperative. It is also engaged in the formation of the executive bodies of the cooperative, whose competence includes all issues that are not related to the general meeting.

The second executive body is the council of the association, to which certain exclusive powers. A consumer cooperative necessarily has a chairman, and a board can also be created. The union has the opportunity to assemble an audit committee or appoint an auditor. All executive bodies of the cooperative are formed exclusively from its members. The involvement of hired and other third parties is not allowed here.

Each member of the consumer cooperative has one vote that can be cast for a particular decision at the general meeting. The presence of this vote does not depend on the size of the share contribution. Each member has the right to participate in the management of the cooperative as part of any executive body.

Accounting and taxation of the cooperative

Law No. 3085-1 in Art. 26 indicates the need for a consumer cooperative accounting. In addition, such associations must provide financial statements. The chairman (board) and the council of the cooperative are responsible for the correctness of the calculations and the authenticity of the information.

When conducting accounting, the association should be guided by:

FZ-402 of 2011;
by order of the Ministry of Finance No. 94n;
Order of the Ministry of Finance No. 34n.

FZ-402 allows non-profit associations to keep accounting records and submit reports on a simplified basis. However, this does not apply to:

housing and housing-construction cooperatives;
agricultural cooperatives;
associations receiving over the reporting period an income of more than 3 million rubles.

The tax code says that consumer cooperatives can use not only common system taxation, but also special tax regimes, which are described in chapters 26.1, 26.2 and 26.3. In the case of consumer cooperation, restrictions on the participation of other organizations do not work, and for the application of Chapter 26.3, there is a limit on the number.

How is the liquidation of the consumer cooperative

A previously opened consumer cooperative may, after some time, come to a logical conclusion of its activities. There are several reasons for its elimination:

bankruptcy of the association, that is, the inability to meet financial obligations, for example, to pay the rent of the land used;
reducing the number of members to a level unacceptable by law;
the decision of the participants to terminate the activity;
decision by the court to close the association.

The decision to liquidate the cooperative is carried out through the general meeting and is fixed in the minutes. A liquidation commission is being created, which includes persons from the management of the association, as well as those who were involved in its accounting. Within 3 days, the commission notifies the registration authorities and the Federal Tax Service of the upcoming liquidation, after which it collects and submits the necessary package of documents.

If after the liquidation of the cooperative some property remains, then it is divided between the participants in accordance with the charter or the constituent agreement.

Attached files

Charter of a consumer cooperative.doc