The non-profit organization needs to be closed. What to do

Liquidation of an NPO implies the absolute cessation of the existence of this organization without the possibility of transferring rights to it to another entity. After this procedure, the non-profit organization ceases to exist as legal entity.

NPOs differ in their activities from other commercial legal entities, so liquidation has a number of features and differences.

Activities of a non-profit organization

NPOs are characterized by entrepreneurial activities, namely:

• service sector, production of goods;
• purchase and sale of company assets;
• implementation of rights related to property;
• contributions to business companies and partnerships;

With regard to profits, a non-profit enterprise is not distributed among the members of the organization, since it goes towards fulfilling the goals set when creating the NPO. Participants have the right to send their earnings to charitable foundations.

For public associations there is a restriction on conducting entrepreneurial activity- territorial. This means that the organization must conduct its activities exclusively in one subject of the Russian Federation.

The variety of activities of NPOs can be divided into:

• activities carried out by the organization itself;
• activities carried out by the creation and participation in commercial organizations.

Considering the second case, questions may arise about whether it would be legal for an NPO to participate in a business organization or buy its shares. Yes, it is legal if all profits are used for the purposes for which the non-profit organization was created.

For some types of NPOs, legislation establishes restrictions on entrepreneurship. By law, organizations are prohibited from drawing up and signing an agreement collaboration(agreement of simple partnerships) for the sake of entrepreneurial activity.

In a situation where profits from business activities are only sufficient to maintain the existence of the organization, and documents confirm that this is contrary to the charter, the NPO may be subject to inspection by the Ministry of Justice of the Russian Federation. The Ministry or other bodies have the right to demand in court that this organization be liquidated, since the goals set out in the charter are not being achieved.

From this we can conclude that even if the profit of an NPO is small, it is necessary to continue the activities for which the organization was created. Programs, promotions, events in this case will be held at the expense of participants or sponsors.

Decision to liquidate an NPO

In order to make a decision to liquidate the fund, it is necessary to submit an application to the court by the participants of the organization themselves. For other NPOs, they can also be liquidated through the courts. Having violated the law or the organization's charter, the NPO will receive a warning issued by the Ministry of Justice or a resolution calling for the elimination of problems from the prosecutor.

More than two warnings or submissions - possibility of liquidation non-profit organization through the court.

Step by step instructions

Liquidation of NPOs takes place in the following sequence:

• Creation of a general meeting to make a decision regarding liquidation;
• Search for a liquidator and his appointment. A person or group of persons () is appointed as a liquidator. After this, the meeting must be recorded and signed by the participants.
• Within three days, you must contact the registration authority and submit an application with form PH0005, minutes of the meeting, notice of the appointment of a liquidator or commission (form PH0006) and photocopies of the following documents: tax registration certificate, TIN, extract from the Unified State Register, documents, identification of participants, order for the appointment of an accountant, charter of the non-profit organization. This set of documents must be sent to the Ministry of Justice, the Social Insurance Fund and the pension fund. Next, the verified documents are sent to the tax office and the liquidation of the NPO begins.
• Creating a message for the “Bulletin of State Registration” about the termination of an NPO for all those interested in its activities. It is necessary to indicate contact information, addresses, debts and, most importantly, the name of the non-profit organization. This is necessary in order to be able to contact the organization and clarify complaints and problems. The liquidator or commission must keep documents about the publication of this information in the media, namely the publication number and the message itself.
• The next step is drawing up the ILB (interim liquidation balance sheet). It is necessary in order to consolidate all data on assets and liabilities. The balance is approved by the body that made the decision on liquidation. Drawing up a PLB will facilitate tax audits and systematize all data. The notification of the balance sheet is drawn up using form PH0007 and sent to the Federal Tax Service.
• Afterwards, you need to pay off creditors if you have any debts. Money is paid first to employees, then to funds and banks, individuals and legal entities. If there is insufficient capital, the liquidator has the right to sell the property of the NPO to pay off debts. The remaining property is divided by the organization's employees, or it goes to the state.
• Drawing up a liquidation balance sheet. If there are no debts, then it will be identical to the intermediate one.
• Next, the state fee is paid - 800 rubles for legal entities. The absence of this fee indicates bankruptcy.
• The penultimate step is that the NPO is excluded from the Unified State Register of Legal Entities. This is the most significant moment in liquidation. The registration authority must submit form PH0008 in the original, a protocol on the preparation of the liquidation balance sheet, a document confirming payment of the state duty, a court opinion, a registration certificate, and a document confirming the destruction of all seals of the organization. The entire package of documents is submitted by the liquidator.
• The liquidation of an NPO itself is carried out by court.

Liquidation of NPOs through the courts

As mentioned earlier, the decision on whether or not to liquidate a non-profit organization can be made by the participants, the registration authority, and the court. The last two cases involve forced liquidation. If the court makes a decision to terminate any actions, then this is mandatory.

The stages and procedure for liquidation are regulated by civil law, and decisions on further activities are made exclusively by the founders.

In cases where violations of the law have been established, or a legal entity is unable to repay the debt, the fate of the NPO is decided by the state, namely the court.

It is necessary to file a lawsuit to notify the court when its decision is necessary. This is not a commercial dispute, so the claim must come from a specially authorized person. If a right is violated, this person becomes the government authorities and the municipality. If the rights of creditors are violated, it should be done. In both cases, the legal entity is the defendant and must provide facts and evidence to refute the position of the plaintiff. After considering all the materials in the case, the court makes a decision.

When identifying violations by an NPO in relation to a creditor, the court can make one of two decisions:

• forcibly liquidate the organization;
• apply the first bankruptcy procedure;

The liquidation of a non-profit organization by the court is regulated by the norms of substantive and procedural legislation. In order to find out the grounds for forced liquidation, you need to refer to the Civil Code.

The Arbitration Procedural Code contains issues related to the content and filing of a claim, determining jurisdiction and consideration of a liquidation case. It also describes the rules on the basis of which decisions made are challenged. also disputes between legal entities.

Liquidation by the Ministry of Justice

Upon liquidation, an NPO is required to submit a package of documents to the Ministry of Justice. This will be followed, unlike the tax service, by an in-depth examination of the legality of the reasons for terminating activities.

Price

As mentioned earlier, when liquidating a non-profit organization, you must pay a state duty in the amount of 800 rubles. This will be the only payment if the liquidation is carried out by the NPO itself. When highly qualified lawyers are involved, the price increases to one hundred thousand rubles per major cities and up to eighty in the regions.

Responsibility

The founder of a legal entity is not responsible for the obligations of the legal entity itself and vice versa - general rule. But there are certain exceptions. For example, additional responsibility of NPO owners.

Employees of the organization bear a number of responsibilities: administrative, tax, civil and criminal. The principal officer is obligated to act honestly and reasonably only in the best interests of the legal entity he provides. (Clause 3 of Article 53 of the Civil Code of the Russian Federation) As a result, the manager bears full responsibility for costs, losses, damage caused to the organization (Resolution of the Tenth Arbitration Court of Appeal dated March 23, 2015 No. 10AP-18605/2014).

Challenging the unlawful liquidation of an NPO

Only legislation establishes the procedure for appealing a decision to liquidate an NPO. Persons interested in the activities of the organization have the right to appeal the decision in court. If the illegality of the decision is revealed, the state undertakes to pay the organization all costs and losses incurred. When making a decision, one should be guided not only by the law, but also by moral and ethical factors.

Consequences of liquidation of a non-profit organization

The main consequence is the cessation of any activities of the non-profit organization. If the procedure took place voluntarily, then this directly corresponds to the wishes of the participants to close the organization.

Another consequence is loss of property. As stated earlier, this will only happen if the NPO's capital is insufficient to pay off debts and loans. In the event that liquidation occurs on the basis of a prosecutor's decision, the NPO will lose funds and the goals of its creation will not be achieved.

The result for all forms of liquidation will be the exclusion of the organization from the state register of legal entities.

Liquidation of a non-profit organization - step-by-step instructions for 2018 – 2019, which is the subject of our article. 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 rules regarding 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 inspection of an organization, the conduct of which may take 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 instructions 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 "Bulletin" state registration" 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). The Pension Fund is provided with information about insurance experience and employee insurance premiums.
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(Clause 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 in deadline it is possible for the Ministry of Justice to go to 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.

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 established, the liquidation commission is authorized to sell the property of the NPO, guided by the procedure established for the execution court decisions(Clause 4, 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 manner of 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 general meeting or a conference of participants of a public organization. In controversial cases, the goals are determined by a court decision. Decision made 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-profit partnership. The remaining funds are distributed among members in the amount of property contributions. The remainder is directed to statutory purposes (clause 2 of article 20 of law No. 7-FZ, this rule does not apply to other associations and unions, which include (as a separate type) a non-profit partnership in accordance with subclause 3 of clause 3 of article 50 of the Civil Code RF).
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;
• 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 of pension accounting information to the Pension Fund of the Russian Federation (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 system of interdepartmental interaction 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.

The procedure for liquidating a non-profit organization is a complex and multi-step process that requires knowledge of the laws governing the activities of non-profit organizations.
Each liquidation of a non-profit organization has its own nuances and features, depending on its organizational and legal form.
Our article deals primarily with voluntary liquidation. Liquidation is considered voluntary if the decision to liquidate is independently made by the body of the legal entity or the founders.

Simplified, the liquidation procedure can be divided into the following stages:
Making a decision on liquidation → forming a liquidation commission (appointing a liquidator) → publishing a notice of liquidation in the press → drawing up and approving an interim liquidation balance sheet → making settlements with creditors → drawing up and approving a liquidation balance sheet → state registration of a legal entity in connection with liquidation.

After a decision on liquidation is made, a non-profit organization has an obligation to notify the authorized state body within three days in order to enter information into the register of legal entities that the non-profit organization is being liquidated.

When implementing the first stage of liquidation of a non-profit organization, the following set of documents is submitted to the authorized body:
1. Notice of liquidation (currently, in one notice it is possible to submit information both about the liquidation itself and information about the liquidation commission (liquidator)*. The original, notarized and a copy certified by the applicant.
2. Decision of the body of the legal entity that made the decision on liquidation - 2 copies (in total, three copies of the decision must be made, since one must remain in the organization). The result of the first stage: receiving a record sheet stating that the organization is in the process of liquidation

It is advisable in advance, in order to save time, to prepare a receipt for the newsample, which can be downloaded from our

The second stage of liquidation is the publication in the press of a message about liquidation idation of a non-profit organization. Such a press organ is the journal “Bulletin of State Registration”.
The easiest way to post a message about the liquidation of a non-profit organization is to usebe provided by a special service of the specified journal, in which the liquidation message is generated automatically.
The notice of liquidation must contain information about the non-profit organization being liquidated, such as the name, address of the organization, as well as the procedure and deadline for submitting creditors' claims. In this case, the period for submitting creditors' claims to the liquidated non-profit organization cannot be less than two months from the date of publication of the notice of liquidation of the non-profit organization.
After the expiration of the period for presenting creditors' claims, an interim liquidation balance sheet is drawn up and approved, which contains information about the composition of the property of the liquidated non-profit organization, the list of claims presented by creditors, as well as the results of consideration of creditors' claims.

At the second stage of liquidation of a non-profit organization, the following documents are submitted to the authorized body:
1. Notification of the preparation of an interim liquidation balance sheet (original + copy).
2. Protocol on approval of the interim liquidation balance sheet – 2 copies (in total, 3 copies must be made so that one remains in the organization).
3. Interim liquidation balance sheet – 2 copies with marks from the territorial tax authority.
4. A document confirming the publication of a notice of liquidation of a non-profit organization in the journal “Bulletin of State Registration” (extract from the journal).
5. Receipt (inventory of documents). It is recommended to fill out the receipt in advance (the receipt form can be downloaded above).

Attention! The notification about the preparation of the interim liquidation balance sheet and the interim liquidation balance sheet itself are drawn up and submitted to the authorized body only after the deadline for submitting creditors' claims has expired (at least two months).
After completing settlements with creditors, the liquidation commission (liquidator) draws up a liquidation balance sheet, which, like the interim liquidation balance sheet, is approved by the founders of the liquidated organization or the body that made the decision to liquidate the non-profit organization.

At the third final stage of liquidation of a non-profit organization, the following documents are submitted to the authorized body:
1. Application for state registration of a non-profit organization in connection with its liquidation, notarized + copy.
2. Protocol on approval of the liquidation balance sheet – 2 copies (we make three copies in total).
3. Liquidation balance sheet – 2 copies.
4. A document confirming payment of the state duty for state registration of liquidation, which currently amounts to 800 rubles.
5. A certificate from the Pension Fund confirming the absence of debt on mandatory payments.
6. A copy of the sheet from the journal “Bulletin of State Registration”, in which the message about the beginning of the liquidation procedure was published - 2 copies.
7. Document on the destruction of the seal - 2 copies.
8. The original of the Charter of the liquidated organization and the Certificate of State Registration.
9. Receipt (inventory of documents).

After the decision was made by the Department of the Ministry of Justice Russian Federation of a subject of the Russian Federation in connection with the liquidation of a non-profit organization, documents are sent to the registering tax authority to make a corresponding entry in the Unified State Register of Legal Entities.
IN general case the property remaining after satisfying the creditors' claims is directed to the purposes for which the non-profit organization was created or to charitable purposes. However, there are exceptions for certain types of non-profit organizations. For example, the property of a private institution is transferred to its owner, unless otherwise provided by the institution's constituent documents, and the property of a non-profit partnership is subject to distribution among its members in proportion to their property contributions.
The liquidation of a non-profit organization is considered completed, and the non-profit organization is considered to have ceased to exist after making an entry about it in the Unified State Register of Legal Entities.

*The “Program for Preparation of Documents for State Registration”, which can be downloaded from the website of the Federal Tax Service, will help you prepare the appropriate notifications and statements necessary for the liquidation of a non-profit organization.

An autonomous non-profit organization (ANO) is understood as an economic entity without membership. The existence of such an enterprise is supported by contributions that come on a voluntary basis. The main goal of autonomous organizations is not to make a profit, but to provide specific areas of infrastructure. ANO today is a healthcare, sports and cultural institution. Non-profit organizations have a special tax status, the assignment of which gives the right to receive government benefits.

Basics of activities of autonomous non-profit organizations:

• Persons from the founders who contributed property as a contribution to authorized capital, lose the right to it. Objects become the property of the organizations they supervise;
• The founders and the organization itself are not interdependent, and therefore are not responsible for the results of activities (obligations);
• Legal owners of autonomous non-profit organizations, in accordance with the law, exercise supervision over the enterprises they create. This norm also applies if the founders are legal entities (subjects of the Federation or municipalities). The main requirement for the governing body is to have at least two people on the board. Must also be created executive body(director).

Decision to liquidate an autonomous organization

If there is a need to terminate the activities of an autonomous non-profit organization with a non-commercial bias, the procedure established by the legislator will have to be followed. 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 ANO is explained by the use preferential treatment taxation. True, the founders retain the right not to disclose the real reasons for the closure of the enterprise.

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

A complete list of conditions under which the liquidation of an autonomous non-profit enterprise becomes possible:

• Prepared documents;
• A recorded meeting of participants at which a decision was made to terminate the activities of the ANO;
• Notification submitted in accordance with the established procedure to the funds mass media about the upcoming liquidation;
• Once the ad is activated, the closing process begins. The period established by the legislator is two months;
• Formation of a commission that will monitor the process of termination of activities. A liquidator of the ANO (responsible person, manager) is also appointed;
• Preparation 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 an independent non-profit organization from the unified state register:

• A business can be closed through voluntary liquidation. The decision is made by the founders;
• You can terminate the activities of a non-profit organization using an alternative option. For example, you can close by acquisition by a larger enterprise;
• The restructuring option is suitable for ANO;
• For autonomous non-profit organizations, closure is permitted by changing the composition of the founders.

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

After the managing body of the autonomous non-profit organization receives the corresponding decision, it should send the document to the tax authority, after which the enterprise will be deregistered.

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

Unlike societies with limited liability, in an autonomous non-profit organization the founders are not responsible, including for the presence of debts.

Step-by-step instructions for liquidating ANO

The closure of autonomous non-profit enterprises has much in common with actions taken during 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 increased attention from the outside government agencies who supervise the change in the legal status of enterprises. You can familiarize yourself with the list of activities carried out by autonomous non-profit enterprises during liquidation in the current version of the Civil Code:

• The founders formalize their decision to liquidate 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 the meeting autonomous organization a responsible decision is made, which is certified by all participants. Subsequently, the protocol must be transferred 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 will be 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 head 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 for collecting receivables and a priority list for repayment of debts owed to the ANO are outlined;
• The chief accountant of a legal entity conducts an audit financial indicators, summary data serves to form an interim balance sheet;
• The existing assets of the enterprise are used to pay off accounts payable in the established order of priority;
• After two months from the date of official notification of entrepreneurs in the media, an application is submitted to the tax office. The package of documents that is attached to the application is carefully studied by inspectors, and a decision is made.

After all the measures have been taken, 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

Closing 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 autonomous non-profit organization does not want to get into an unpleasant situation associated with delaying the liquidation. A standard list of documents that must be processed flawlessly. The following must be submitted to the tax office:

• Original certificate confirming the fact of state registration (OGRN);
• A statement in which the company 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;
• A receipt or other document confirming payment of the state fee;
• A certificate of seizure of a seal belonging to a 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 details, TIN as individuals. Particular attention should be paid to changes in participants during the reporting tax period;
• Copies of the organization's charter and state register.

Closing cost

If there are qualified employees on staff, such as a lawyer and an accountant, the process of completing documents during the liquidation of an autonomous non-profit organization will go without any difficulties. However, in the absence of such workers, it would be useful to contact specialized organizations. They will not only provide you with an experienced lawyer, but will also provide a guarantee that you will go through all stages of voluntary liquidation. The cost of such services usually varies, ranging from 30,000 rubles. The maximum cost of an outsourcing agreement may vary depending on the scope of work and the level of the company. ANO with debts will need to prepare a large amount.

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

Consequences of liquidation of an autonomous non-profit organization in comparison with other types of non-profit enterprises

By general rule, the management of autonomous non-profit enterprises cannot be held accountable. At the same time, a specific list of penalties can be studied in the governing documents that 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 arise as a result of the enterprise’s financial and economic activities. If there are not enough funds in the assets of a legal entity to repay accounts payable, the funds of the founders or their property may be used to repay the debts;
• ANO are independent from financial condition its participants;
• Associations or unions are not responsible for the financial obligations of their founders, but participants bear subsidiary liability for the debts of their enterprises. The level of penalties is determined by the constituent agreement;
• Property owners' partnerships also do not provide for liability for the organization's obligations.

Liquidation of an autonomous non-profit organization is the procedure established by the legislator for removing an organization from the list of legal entities. The main reason for making such a decision is a strategic miscalculation by management. At the same time, you should not perceive the closure as a lifeline in the event of a creditor attack. 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 hand over the organization to the tax authorities without consequences.