How is the liquidation of non-profit organizations (NPOs) carried out? Step-by-step instructions for liquidating a non-profit organization

An autonomous non-profit organization (ANO) is an economic entity without membership. The existence of such an enterprise is supported by contributions that are received on a voluntary basis. The main goal of autonomous type organizations is not to make a profit, but to provide specific areas of infrastructure. ANO today are institutions of healthcare, sports and culture. Non-profit organizations have a special tax status, the assignment of which entitles them to receive state benefits.

Fundamentals of activities of autonomous non-profit organizations:

Persons from the founders who have contributed property as a contribution to the authorized capital lose their right to it. Objects become the property of the organizations supervised by them;
The founders and the organization itself are not interdependent, and therefore they are not responsible for the results of their activities (obligations);
Legal owners of ANOs, in accordance with the law, supervise the enterprises they have created. This rule also applies if the founders are legal entities (subjects of the Federation or municipalities). The main requirement for the governing body is the presence of at least two people in the board. An executive body (director) must also be created.

Decision to liquidate an autonomous organization

In the event that it becomes necessary to terminate the activities of an ANO with a non-commercial bias, it will be necessary to follow the procedure established by the legislator. The algorithm for liquidation from the register of legal entities involves checking the financial economic activity, notification of counterparties and preparation of a package of documents. Particular attention to the activities of ANOs is explained by the use of a preferential taxation regime. True, the founders retain the right not to disclose real reasons closure of the enterprise.

However, common reasons for the closure of autonomous non-profit enterprises are deviation from the main goal, the inability to perform basic tasks, increasing financial instability, and even bankruptcy.

A complete list of conditions under which it becomes possible to liquidate an autonomous non-profit enterprise:

Prepared documents;
Recorded meeting of participants, at which a decision was made to terminate the activities of the ANO;
duly filed notice to mass media about the upcoming liquidation;
After the announcement is activated, the start of the closing process is counted down. The term set by the legislator is two months;
Formation of a commission that will oversee the process of termination of activities. The liquidator of ANO is also appointed ( responsible person, manager);
Training financial statements, drawing up a liquidation balance sheet;
Drawing up an interim balance sheet.

The law provides for several algorithms that founders can use to exclude ANOs from the unified state register:

The company can be closed in the mode of voluntary liquidation. The decision is made by the founders;
Stop activity non-profit organization possible using an alternative. For example, it is possible to close by means of acquisitions by a larger enterprise;
Restructuring option is suitable for ANO;
Autonomous non-profit organizations may be closed by changing the composition of the founders.

An autonomous enterprise of a non-profit profile may be liquidated by decision of the judicial authorities. Close interaction with other organizations against the backdrop of weakening funding often leads to a dead end for management. Creditors who are afraid for their funds can initiate a lawsuit demanding the forcible closure of an organization that is on the verge of bankruptcy. In this case, the founders get rid of the need to carry out all stages of voluntary liquidation, because the reason for the closure becomes obvious.

After the managing body of the ANO receives the appropriate decision, it should send the document to the tax authority, after which the enterprise will be deregistered.

In the course of doing business, enterprises work closely with other legal entities. Often the only way out of the situation is to close in order to pay off the accumulated debts. in this case, it can be initiated by both the management of the enterprise and creditors. To start processing documents for closing and filing an announcement, a court decision is required.

Unlike limited liability companies, founders in ANOs are not liable, including for debts.

Step-by-step instructions for the liquidation of ANO

The closure of autonomous non-profit enterprises has much in common with the liquidation of other types of legal entities. However, the requirement for clear documentation remains the same. The presence of errors or minor shortcomings can provoke a delay in the process and increase the attention of state bodies that oversee the change in the legal status of enterprises. You can get acquainted with the list of activities carried out by ANO enterprises during liquidation in the current version of the Civil Code:

The founders draw up their decision on the liquidation of the non-profit organization. It is with the protocol that the process of preparing documents for making changes to the register of legal entities begins. At a meeting of an autonomous organization, a responsible decision is made, which is certified by all participants. Subsequently, the protocol must be submitted to the Ministry of Justice. Not only the final stage of voting is documented, but also the voting process itself;
At the next stage, a special commission is being created, which will be in charge of checking financial and economic activities, supervising the preparation of reporting accounting documents. For the same period, a liquidator is appointed - an independent expert who is responsible for supporting the entire process;
The leader of the liquidation project initiates an appeal to the media about the intention to close the autonomous non-profit enterprise. Two months pass from the moment of official publication, during which a list of debtors and creditors is formed. A plan is drawn up for the collection of receivables and a list of priority for repayment of debts owed to the ANO;
chief accountant legal entity financial indicators are checked, summary data are used to form an interim balance sheet;
The existing assets of the enterprise are used to pay off accounts payable in the order of priority;
After two months from the date of the official notification of entrepreneurs in the media, an application is submitted to tax office. The package of documents that is attached to the application is carefully studied by the inspectors, and a decision is made.

After all the activities have been carried out, the liquidator of the ANO receives a corresponding notification about the exclusion of the enterprise from the unified state register.

Documents for liquidation of ANO

The closure of an organization is always accompanied by the collection of a whole package of documents. This stage of the process should be given special attention if the head of the ANO does not want to get into an unpleasant situation associated with delaying the liquidation. A standard list of documents that must be worked out flawlessly. The following are submitted to the tax office:

Original certificate confirming the fact of state registration (OGRN);
A statement in which the enterprise expresses its intention to cease to exist;
The final balance sheet of an autonomous non-profit organization. The report should already have a mark from the tax authority confirming the audit of financial and economic activities;
Receipt or other document that confirms the payment of the state fee;
Certificate of seizure of the seal belonging to the legal entity or an order to transfer the seal;
Confirmation of full settlements with non-state funds;
Extract from the publication on the liquidation of the enterprise;
Details of all founders of the ANO and the chief accountant, passport data, TIN as individuals. Particular attention should be paid to the change of participants during the reporting tax period;
Copies of the charter of the organization and the state register.

Closing cost

If there are qualified employees in the staff, such as a lawyer and an accountant, the process of processing documents during the liquidation of an ANO will go without difficulty. However, in the absence of such workers, it would be useful to contact specialized organizations. They will not only provide an experienced lawyer, but also provide a guarantee that all stages of voluntary liquidation will pass. The cost of such services usually varies, ranging from 30,000 rubles. The maximum cost of an outsourcing contract may vary depending on the scope of work and the level of the firm. ANO with debts will have to prepare a large amount.

The state fee for the official registration of legal entities remains within reasonable limits. So, among the documents for deregistration is a receipt for payment of 400 rubles. That's how much you need to pay.

Consequences of the liquidation of ANOs in comparison with other types of non-profit enterprises

As a general rule, the management of autonomous non-profit enterprises cannot be held accountable. However, a specific list of penalties can be found in guidance documents, which regulate the order of existence of a particular type of enterprise:

For public and religious associations, foundations, non-profit partnerships and consumer cooperatives. Members and participants are not liable for the obligations of the enterprise (claims of creditors);
For private institutions, liability is provided for obligations that have become a consequence of the conduct of financial and economic activities by the enterprise. If there are not enough funds in the assets of a legal entity to pay off accounts payable, the funds of the founders or their property may be attracted to repay the debts;
ANOs are independent of financial condition its members;
Associations or unions are not liable for the financial obligations of their founders, but the members bear subsidiary liability for the debts of their enterprises. The level of penalties is determined by the memorandum of association;
Associations of property owners also do not provide for the onset of liability for the obligations of the organization.

Liquidation of an ANO is the procedure established by the legislator for excluding an organization from the list of legal entities. The main reason for making such a decision is the strategic miscalculation of management. At the same time, the closure should not be taken as a lifeline in the event of an attack by creditors. Liquidation is always accompanied by a total tax audit. For this reason, managers of commercial (non-commercial) projects should always think about their reputation when liquidating an enterprise and try to pass the organization to the tax without consequences.

This type of legal entity, as a non-profit organization (NPO), is distinguished by the features of creation, operation and liquidation. Consider the stages of closing an NPO and the procedure in general.

What does the law say about NGOs?

The Civil Code of the Russian Federation defines an NPO as a legal entity that does not have the main goal of its activity to make a profit and does not distribute 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 value must be at least 10 thousand rubles.

The Civil Code of the Russian Federation provides for the creation of NCOs in strictly defined organizational and legal forms (Clause 3, 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 the relevant legislation (Federal Law No. 7-FZ of January 12, 1996 “On Non-Commercial Organizations”, Federal Law No. 82-FZ of May 19, 1995 “On public associations" and etc.).

Liquidation of NGOs

The liquidation of an NPO 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.

Grounds for closing an NPO can be:

voluntary decision on this by the authorized body of the legal entity (if there are no debt property obligations);
for inactive NPOs and foundations - a relevant court decision;
bankruptcy.

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

In the voluntary liquidation of NCOs, as well as other legal entities, the following stages are distinguished:

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 forthcoming liquidation;
an appropriate 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 property of the NCO, claims submitted by creditors and the results of their consideration) and submitted to the registration authority;
there is a settlement with creditors;
terminated employment contracts with employees and the final settlement with them is made;
a liquidation balance sheet is drawn up and submitted to the registration authority together with the necessary package of documents;
after making the corresponding entry in the Unified State Register of Legal Entities, documents on the liquidation of the NPO are received.

Rosreestr is the registering body for NPOs.

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

Procedure for the liquidation of a non-profit organization

Step-by-step instruction on the liquidation of NCOs is contained directly in Art. 19 of Law N 7-FZ "On non-profit organizations" (except for religious organizations and state corporations).