Liquidation non-profit organization- step-by-step instructions for 2018-2019, which our article is devoted to. We will tell you about all the main actions during liquidation and the features provided for non-profit organizations. They relate to property issues.

Step-by-step instructions for liquidating NPOs in 2018-2019

General provisions on the liquidation of NPOs

The liquidation of an NPO (non-profit organization) can be carried out either by decision of its participants (voluntarily) or by force - on the initiative of government agencies. General standards concerning the liquidation of NPOs are contained in Art. 61 Civil Code and Art. 18 of the Law “On Non-Profit Organizations” dated January 12, 1996 No. 7-FZ (hereinafter referred to as Law No. 7-FZ), procedural requirements - in Chapter. VII of the Law “On State Registration...” dated 08.08.2001 No. 129-FZ (hereinafter referred to as Law No. 129-FZ).

Since an NPO is a legal entity under the laws of the Russian Federation, its activities are not officially considered terminated until an entry on liquidation is made in the Unified State Register of Legal Entities (USRLE).

In addition to civil ones, NPOs also participate in other legal relations:

• tax;
• labor, etc.

In accordance with paragraph 11 of Art. 89 of the Tax Code, liquidation is the basis for an unscheduled on-site audit of an organization, the implementation of which can take a long time (see the article “What are the deadlines for conducting a tax audit?”). Its completion is a necessary condition for drawing up an interim liquidation balance sheet (clause 4 of article 20 of law No. 129-FZ).

Our article examines the sequence of actions for the voluntary termination of the activities of an NPO, which is as follows.

Step-by-step instructions for liquidating an NPO

Step-by-step instruction liquidation of an NPO provides for the following steps:

1. The adoption of a decision on liquidation is documented in the form of minutes of the general meeting of participants (founders). It is advisable to include in the same protocol a clause on the election of a liquidation commission (liquidator, clause 4 of Article 62 of the Civil Code of the Russian Federation). Details are in the article “Liquidation Commission - formation, composition, powers”.
2. Within 3 working days, the territorial body of the Ministry of Justice of the Russian Federation is notified of the decision made (clause 1 of Article 20 of Law No. 129-FZ, notification under form P15001, approved by order of the Federal Tax Service of the Russian Federation “On approval of forms and requirements...” dated January 25, 2012 No. ММВ-7-6/25@, hereinafter - order No. ММВ-7-6/25@). A peculiarity of the liquidation of an NPO is the need to submit documents not to the Federal Tax Service of the Russian Federation directly, but to the territorial body (administration) of the Ministry of Justice of the Russian Federation or to the Ministry of Justice of the Russian Federation itself, depending on which of these bodies is the registering body. A notification is submitted to the same body under f. P15002 on the creation of a liquidation commission or the election of a liquidator.
3. The notice of liquidation is published in the State Registration Bulletin. Written notifications are sent to creditors identified based on accounting data.
4. An interim liquidation balance sheet (LB) is approved, which is submitted with notification according to f. P15003.
5. Settlements with creditors are carried out, a LB is formed (clauses 4, 6, Article 63, Article 64 of the Civil Code of the Russian Federation). Information on the insurance period and insurance contributions of employees is provided to the Pension Fund.
6. An application is submitted to the Ministry of Justice under f. R16001 for making an entry on the liquidation of an NPO in the Unified State Register of Legal Entities.

Features of the liquidation of certain types of NPOs

Law No. 7-FZ and other legislative acts provide for the specifics of the liquidation procedure for certain types of non-profit organizations. In particular:

• The Fund is liquidated in accordance with a judicial act (Article 123.20 of the Civil Code of the Russian Federation, paragraph 2 of Article 18 of Law No. 7-FZ) in accordance with the procedure provided for in Chapter. 27 of the Code of Administrative Procedure (see, for example, the decision of the Privolzhsky District Court of Kazan dated January 18, 2018 in case No. 2-1124/18).
• For the liquidation of a branch of a foreign non-governmental NPO, additional grounds are provided, specified in clause 2.1 of Art. 18 of Law No. 7-FZ.
• The liquidation procedure under Law No. 7-FZ does not apply to religious organizations, budgetary and government institutions, autonomous institutions (clauses 4, 4.1, 4.2, 5, Article 1, Article 19.1 of Law No. 7-FZ). For example, religious NPOs are liquidated on the grounds specified in Art. 14 of the Law “On Freedom of Conscience...” dated September 26, 1997 No. 125-FZ (see the decision of the Supreme Court of the Chechen Republic dated February 2, 2018 in case No. 3a-15/2018).

Regardless of the application of Law No. 7-FZ, all types of legal entities are subject to the norms of the Civil Code of the Russian Federation in the absence of special norms. The powers and duties during liquidation, as provided for by law, are assigned to the liquidator.

If he fails to fulfill his obligations to complete the liquidation within the prescribed period, the Ministry of Justice may appeal to the court in the manner prescribed by Chapter. 27 CAS RF, for forced liquidation (see the appeal ruling of the Krasnodar Regional Court dated November 3, 2016 in case No. 33-28666/2016).

Powers of the liquidation commission (liquidator)

The main responsibilities of the liquidator are summarized in the table.

Authority	Implementation period
Notification of the Ministry of Justice on the election of a liquidator	After its creation	Clause 3 art. 20 of Law No. 129-FZ
Publication of an announcement about the start of the procedure	After sending notice of liquidation	Clause 1 Art. 63 Civil Code of the Russian Federation, clause 1, art. 19 of Law No. 7-FZ
Managing the affairs of an NPO, speaking on its behalf in court	During the period from appointment to completion of the procedure or initiation of bankruptcy proceedings	Clause 4 art. 62, paragraph 7, art. 63 Civil Code of the Russian Federation
Identification and notification of creditors individually	After 2 months after publication
Receiving accounts receivable		Clause 2 art. 63 Civil Code of the Russian Federation, paragraph 2 of Art. 19 of Law No. 7-FZ
Preparation of an interim LB, its submission to the Ministry of Justice	Not earlier than the circumstances listed in paragraph 4 of Art. 20 of Law No. 129-FZ	Clause 3 art. 19 of Law No. 7-FZ, paragraph 3 of Art. 20 of Law No. 129-FZ
Carrying out settlements with creditors		Clause 5 Art. 63, art. 64 Civil Code of the Russian Federation, paragraphs. 4, 5 tbsp. 19 of Law No. 7-FZ
Fulfillment of tax obligations		Clause 1 Art. 49 Tax Code of the Russian Federation
Filing for bankruptcy, notifying creditors of bankruptcy	If there is insufficient property	pp. 3, 4 tbsp. 63 Civil Code of the Russian Federation
Preparation of LB and its presentation with a statement according to f. 16001 to the Ministry of Justice		Clause 6 Art. 19 of Law No. 7-FZ, Art. 21 of Law No. 129-FZ, appendix. 9 to order No. ММВ-7-6/25@

In relations with third parties, the liquidator acts on the basis of the decision (protocol) on his election.

Participants (founders) are obliged to:

• Within 3 days, inform about the decision made (Clause 1, Article 20 of Law No. 129-FZ).
• Approve LB (clauses 3, 6, article 19 of law No. 7-FZ). If this is evaded, the liquidator has the right to go to court (see the decision of the Snezhinsky City Court of the Chelyabinsk Region dated September 21, 2017 in case No. 2a-482/2017).

Solutions in case of insufficient funds of a liquidated NPO

The order of repayment of debts is determined by Art. 64 Civil Code of the Russian Federation. Also in the Civil Code of the Russian Federation there is an indication that if the NPO does not have funds, the costs of the procedure are borne jointly by the participants or founders (clause 2 of Article 62 of the Civil Code of the Russian Federation).

If a shortage of funds is determined, the liquidation commission is authorized to sell the property of the NPO, guided by the procedure established for the execution of court decisions (clause 4 of Article 19 of Law No. 7-FZ). However, the proceeds may also not be enough.

The question arises: what to do in this case?

There is a general rule that provides for separate property liability of a legal entity and its founders without the possibility of assigning it to each other (Clause 2 of Article 56 of the Civil Code of the Russian Federation). However, for some NPOs, exceptions have been made and additional responsibility for the founders has been established:

• for a consumer cooperative - in the amount of the unpaid part of the contribution (clause 2 of Article 123.3 of the Civil Code of the Russian Federation);
• association or union - in accordance with the charter (clause 4 of article 11 of law No. 7-FZ, clause 3 of article 123.8 of the Civil Code of the Russian Federation);
• a private, government institution - always (clause 4 of article 123.22, clause 2 of article 123.23 of the Civil Code of the Russian Federation), budgetary, autonomous - according to the demands of individuals arising from a tort (clauses 5, 6 of article 123.22 of the Civil Code of the Russian Federation).

Submitting claims in the procedure for applying subsidiary liability falls within the powers of creditors, but not the liquidator (see paragraph 7 of Article 63 of the Civil Code of the Russian Federation, article “What is subsidiary liability under the Civil Code of the Russian Federation?”). The liquidator has the right only to initiate bankruptcy.

Distribution of NPO property after liquidation

The general rule that applies to the distribution of the remaining property of an NPO after completion of settlements is established by clause 8 of Art. 63 of the Civil Code of the Russian Federation: they must be directed to statutory or charitable purposes. The rule provided for in Art. 20 of Law No. 7 states that if it is impossible to allocate funds for statutory purposes, they must be turned into state income.

For some NPOs there are exceptions from the general procedure:

1. Public organization. The funds remaining after repayment of claims are directed to statutory purposes, and in their absence - to purposes that will be determined by the general meeting or conference of participants public organization. In controversial cases, the goals are determined by a court decision. Decision subject to publication by the liquidation commission. In case of liquidation on the grounds provided for by the Law “On Counteracting...” dated July 25, 2002 No. 114-FZ, it becomes the property of the Russian Federation (Article 26 of the Law “On Public Associations” dated May 19, 1995 No. 82-FZ).
2. Non-commercial partnership. The remaining funds are distributed among members in the amount of property contributions. The remainder is directed to statutory purposes (Clause 2, Article 20 of Law No. 7-FZ; this rule does not apply to other associations and unions, which include (as a separate type) non-commercial partnership according to sub. 3 p. 3 art. 50 Civil Code of the Russian Federation).
3. Institution. The remaining property is transferred to the owner (clauses 3, 4, Article 20 of Law No. 7-FZ).

Full distribution of assets must be made before completion of the procedure by registering liquidation. If there are disputes between the participants about the thing, it is sold by the liquidator at auction (clause 8 of Article 63 of the Civil Code of the Russian Federation).

Procedure for registering the liquidation of an NPO

Upon completion of the procedure, the liquidator is obliged to submit to the Ministry of Justice:

• statement according to f. 16001, the signature of which must be certified by a notary;
• a receipt or payment order confirming payment of the state duty in the amount of 400 rubles. (subparagraph 1, 3, paragraph 1, article 333 of the Tax Code of the Russian Federation);
• confirmation of submission to the Pension Fund of the Russian Federation of pension accounting information (according to paragraph 3 of Article 11 of the Law “On Individual Accounting...” dated 04/01/1996 No. 27-FZ is submitted within 1 month after approval of the interim LB) and information on additional contributions listed in accordance with Law “On Additional Insurance Contributions...” dated April 30, 2008 No. 56-FZ.

There is also the option of requesting this document through the interdepartmental cooperation system in case the applicant fails to submit it. In any case, this obligation must be fulfilled before filing an application.

Administrative regulations of the Ministry of Justice of the Russian Federation, approved. Order No. 455 dated December 30, 2011 (hereinafter referred to as the Administrative Regulations), provides for registration procedures a single period of 33 days for a public organization and 17 working days for other NPOs (clause 22 of the Administrative Regulations), not including the period for registration of the Federal Tax Service of the Russian Federation (5 working days , Article 8 of Law No. 129-FZ). The procedure for interaction between the Ministry of Justice and the Federal Tax Service of the Russian Federation approved. by order of the Ministry of Justice of the Russian Federation dated November 12, 2010 No. 343.

Refusal to accept documents is not allowed (clause 47 of the Administrative Regulations), however, it is possible to refuse to provide the state service for registering liquidation if the decision was made by an unauthorized body and on other grounds provided for in Art. 23 of Law No. 129-FZ. The refusal may be appealed in court.

Thus, the voluntary liquidation of an NPO is carried out based on the decision of its founders (participants). The main actions during the procedure (publication, settlements, sale of property, presentation of documents, etc.) are assigned to the liquidator chosen by the participants.

If there is a lack of property, he is obliged to initiate bankruptcy. The property remaining after liquidation, as a rule, is not distributed among the participants, but is directed to statutory or charitable purposes, unless otherwise provided by special rules.

Liquidation of an autonomous non-profit organization (ANO) can be initiated for a number of reasons. Most often, this is the legal entity fulfilling its mission, after which it actually becomes unnecessary. An organization may cease to exist due to the inability to achieve its goal, as well as due to reorientation in the process of conducting activities. In addition, the decision to close an autonomous non-profit organization may be influenced by its financial condition. The extreme case is bankruptcy.

Elimination of ANO is carried out in one of several ways:

1. Voluntary termination of activity legal entity.
2. Alternative closure (it is carried out through restructuring or through the absorption of one organization by another, larger one).
3. Liquidation by shift general director and founders.
4. Forced closure of a legal entity caused by a court decision.
5. Bankruptcy.

Note:

If an autonomous non-profit organization has debts, its founders are not responsible for them. The same is true vice versa: the debt of the founders will not apply to the legal entity.

Stages of closing an autonomous non-profit organization

1. Making a decision to officially terminate the existence of the organization. It is drawn up in writing and certified by the full composition of the founders. From this moment on, the process of closing a legal entity officially begins.
2. Appointment of a liquidation commission and liquidator. Candidates are approved by the founders. Information about the persons who will lead the process of deregistering an autonomous non-profit organization from government agencies is submitted to the Federal Tax Service along with the application for liquidation of the organization.
3. Publication in the media of an announcement about the closure of a legal entity. ANO creditors are given two months to respond. After this time, their demands will no longer be accepted.
4. Drawing up an interim liquidation balance sheet. It indicates the current financial condition of the organization, its debts and upcoming payments.
5. Repayment of debts and passive balances.
6. Filing an application for liquidation. The corresponding document must be filled out and sent to the state registration authorities of legal entities 2 months after drawing up the liquidation balance sheet and paying off the organization’s debts.
7. Submitting a package of documents to government agencies to make a final decision on deregistration of the autonomous non-profit organization. At the request of the founders, you can submit the official papers of the ANO to the state archive.

Note:

If, when an organization is closed, there are assets left in its account, the distribution of these funds occurs in accordance with the internal charter of the ANO. The founders of a legal entity can also transfer the cash balance to the account of a charitable company.

What documents will you need?

• extract from the Unified State Register of Legal Entities;
• a scan of a document confirming the action of the ANO;
• protocol of the decision to close the organization, signed by all founders;
• protocol on the appointment of the liquidator, a copy of his passport data;
• copies of passport data and TIN of all founders of the ANO;
• The Charter in the latest edition, including all changes;
• accounting report for the last three years, contact details of the chief accountant;
• liquidation balance sheet approved by representatives of the tax service;
• a copy of the receipt for payment of the duty;
• certificates from extra-budgetary funds.

Note:

Liquidation of an autonomous non-profit organization in some cases may cause an on-site inspection by representatives of the tax service. Therefore, when preparing reports, extreme care should be taken to avoid errors.

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Liquidation of a non-profit organization is a common phenomenon. Considering that this form of organization is a legal entity, the process must be carried out in accordance with current legislation Russian Federation. In particular, the procedure is regulated by provisions from the Civil Code, as well as a number of laws and decrees. We will consider the main reasons why an NPO may be liquidated, as well as the procedure for action in this case.

Closing a non-profit organization: initiators, causes and consequences

So, first of all, it is necessary to establish who can act as an initiator in the event of liquidation of an NPO and for what reasons. If the message comes from the founders, then the motivation is quite clear and transparent:

• The NPO achieved the purpose for which it was opened.
• The period allotted for the activities of the organization, prescribed in the charter, has expired.
• There is inappropriateness of further functioning (insufficient funding, inability to achieve set goals, etc.)

Also, the state and individual authorized bodies can act as initiators. In this case, the reason for liquidation may be:

• Systematic violation of the law.
• Reluctance to correct wrongdoings.
• Incorrect registration procedure for NPOs, etc.

In addition, the reason may be bankruptcy, claims from the Pension Fund, creditors and other interested parties who have suffered damage.

Liquidation of a non-profit public organization: procedure

If we draw a parallel between the closure of a commercial legal entity and an NPO, we can notice many similarities. However, there are also some peculiarities. Let us sequentially analyze each step in implementing this procedure:

1. Making a decision on liquidation. As a rule, the management of the organization is responsible for this. However, a meeting of key persons must be held with mandatory minutes taken. The protocol is sealed with the signatures of the participants. Next, a liquidation commission is created or a singular liquidator is identified, who undertakes the obligation to close the NPO.
2. The next step is to notify the relevant authorities of the decision. First of all, an application is submitted in form RN0005 with an attached copy of the minutes of the meeting, a certificate of registration, copies of the founders’ passports, an extract from the Unified State Register of Legal Entities and a certified decision. One of the features of the process and the main difference is the fact that in addition to the registration authority, all kinds of extra-budgetary funds and other organizations, a notification must be sent to the Department of the Ministry of Justice. Let us remind you that ordinary legal entities. persons are not required to do this.
3. Next, the company’s creditors and debtors are notified, who, within two months after receiving the notification, have the right to bring property claims against the NPO in court.
4. An intermediate balance is created. When liquidation of an autonomous non-profit organization, which did not lead entrepreneurial activity, this procedure is quite simple, since it does not include recording the movement of funds across accounts. For the same reason, the tax office quite often refuses to conduct on-site audits.
5. The next stage is settlement with creditors and employees of the organization in accordance with the Labor and Civil Code of the Russian Federation.
6. After all debt obligations are fully repaid, a final liquidation balance sheet is prepared. It is this document that is the main basis for the official closure of an NPO.

If after settlements there are funds left on the balance sheet of a non-profit organization, they are distributed among the participants in the manner prescribed in the charter. If there is property that cannot be divided, it goes to the state without the right of return.

The last stage of liquidation of a non-profit organization

The final step is to submit a package of documents, including the liquidation balance sheet, to the registration authority. Here it is verified and the corresponding entries are made in the Unified State Register of Legal Entities. After this, the organization officially ceases to exist.

We hope that the step-by-step instructions for liquidating an NPO in 2017 will help you resolve the issue of closure without unnecessary delays and time costs. If you are not the initiator of this event, it is worth knowing that you have the opportunity to cancel the forced liquidation by providing substantial grounds for this to the court.

Competently defending your rights in accordance with the laws of the Russian Federation will allow you to extend the validity of the NPO by required period, if there are no violations, you are not suspected of extremism, and the legal entity itself actually performs useful functions and adheres to the intended plan.

Sometimes it becomes necessary to close an autonomous non-profit organization. Amateurs may think that the liquidation process is simpler, which is completely wrong. In order for the liquidation of an autonomous non-profit organization to take place quickly and legally, you need to know many nuances. We will talk about them below.

Autonomous is created not for the purpose of making money by the creator, but for social meaningful work. Such companies can operate in the fields of sports, science, medicine, and law.

Step-by-step instruction

Liquidation of ANCO can be carried out either government agencies. In the first case, the closure is considered voluntary, and in the second - forced. First of all, a decision must be made to close. It is adopted at the meeting of founders by a majority vote or government agencies who are authorized to do so. For liquidation to be legal, notices must be sent to all founders. And only after this can the procedure begin.

At the first stage, the documents necessary for liquidation are collected. This includes the preparation of the following papers:

• State registration certificate.
• Composition of the executive staff.
• Information about all founders.
• Extract from the Unified State Register of Legal Entities (photocopy of the document).
• Phone, mail and fax of the organization.

If reporting for Last year before closing was zero, the accountant's contact information will be required. The following is carried out sequentially:

1. Meeting of the liquidation commission, which will take over the procedure for closing the ANPO. The board of founders selects a person who will be considered (liquidator). It will be responsible for completing each stage of liquidation.
2. Publication of information in the media about the beginning of the closure process. To do this, you need to print an advertisement in a legal newspaper intended for such purposes. This is necessary so that all counterparties interacting with the organization can be notified that the closure process has begun. They should have time to make claims and demands, if any.
3. Next, a so-called interim balance sheet is drawn up, and the accountant does this. Here all debts of an autonomous non-profit organization are identified, taxes are paid and obligations to counterparties are fulfilled.
4. After two months from the date of publication of information about liquidation, a closure statement is drawn up. The documents are transferred to the state archive.

That's all, actually. Although it is not necessary to archive old documents, it may be done at the discretion of the company. You will also need to obtain extracts from funds that will confirm that the organization has no debts to its staff.

Although it is not necessary to archive old documents, it may be done at the discretion of the company.

When the final payment has been made to the workers, the bank account can be closed. At the very end, when the entire procedure has been completed, the authorized government agency carefully checks the submitted documentation. If it does not identify problems, it issues a closure statement. A copy of such a document can also be submitted to the archive, where it will be stored and where it can be obtained if necessary.

Finally

Liquidation of ANCO is not an easy procedure, requiring the collection of many documents and time. To speed up the process, you need to prepare a package of documents in advance, even before the closing begins, and make sure that there are no errors in it. Then this procedure will be successful, and the regulatory authorities will accept it, and the founders will be able to avoid problems with the law.

This type of legal entity, such as a non-profit organization (NPO), is distinguished by the peculiarities of its creation, operation and liquidation. Let's consider the stages of closing an NPO and the procedure in general.

What does the law say about NPOs?

The Civil Code of the Russian Federation defines an NPO as a legal entity that does not have main goal its activities, generating profit and not distributing it among its participants (Article 50 of the Civil Code of the Russian Federation).

If the charter provides for the conduct of income-generating activities, then the NPO must have sufficient property for this, and its market price must be at least 10 thousand rubles.

The Civil Code of the Russian Federation provides for the creation of NPOs in strictly defined organizational and legal forms (clause 3 of Article 50 of the Civil Code of the Russian Federation), which determine the specifics of their activities in each case.

The functioning of NPOs is regulated by relevant legislation (Federal Law dated January 12, 1996 No. 7-FZ “On Non-Profit Organizations”, Federal Law dated May 19, 1995 No. 82-FZ “On Public Associations”, etc.).

Liquidation of NPOs

Liquidation of NPOs is subject to general rules liquidation of legal entities provided for by the Civil Code of the Russian Federation, but it also has its own specifics.

The grounds for closing an NPO may be:

• a voluntary decision on this by the authorized body of the legal entity (if there are no debt property obligations);
• for non-operating NPOs and funds - the corresponding court decision;
• bankruptcy.

How to close a non-profit organization: step-by-step instructions

In the voluntary liquidation of NPOs, like other legal entities, there are different stages:

• founders/participants decide on voluntary liquidation;
• they form a liquidation commission;
• the registration authority is notified of the liquidation (within 3 days in accordance with Article 20 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration...”) by sending a notification in the approved form;
• creditors are notified of the upcoming liquidation;
• a corresponding announcement is published in the journal “Bulletin of State Registration”;
• an interim liquidation balance sheet is drawn up (it includes information on the composition of the non-profit organization’s property, claims made by creditors and the results of their consideration) and submitted to the registration authority;
• settlement with creditors occurs;
• are terminated employment contracts with employees and final settlement is made with them;
• a liquidation balance sheet is drawn up and, together with the necessary package of documents, is submitted to the registering authority;
• After making the appropriate entry in the Unified State Register of Legal Entities, documents on the liquidation of the NPO are obtained.

The registration authority for NPOs is Rosreestr.

The liquidation of NPOs created in the form of funds is carried out exclusively by a court decision on this, made at the request of an interested person or prosecutor.

The procedure for liquidating a non-profit organization

Step-by-step instructions for liquidating an NPO are contained directly in Art. 19 of Law No. 7-FZ “On Non-Profit Organizations” (except for religious organizations and state corporations).