The activities of a nonprofit fund are regulated by the Federal Law of the Russian Federation No. 7. According to this normative act, the organization ceases to function in accordance with the procedure established in this and other laws, as well as in the Civil Code of the Russian Federation. Next, consider the step-by-step instructions for the liquidation of the fund.
General information
Foundation, in accordance with Art. 7 of the Federal Law of the Russian Federation No. 7, a non-profit structure is recognized that does not have a membership, approved by legal entities or citizens on the basis of voluntary contributions. Such an organization is being created to achieve social, charitable, cultural, educational or other socially useful goals.
All property that the fund received from the founders is recognized as its property. At the same time, NPO participants are not liable for the obligations of the legal entity created by them, as well as the fund is not liable for the obligations of the founders.
Legislation requires organizations to publish annual reports on the use of their own property.
The fund may carry out entrepreneurial activities that are consistent with the goals set forth in the charter. For this, an NPO can create a business company or become a member of such an association.
The fund’s supervisor is its board of trustees. It controls the decision-making process by other structures formed in NPOs, ensures their implementation, oversees the use of property, compliance with legislation. The Board of Trustees works on a voluntary basis. The procedure for its creation and activities is fixed in the charter of the fund, approved by the founders.
The legislation provides for the possibility of creating funds of various kinds. Recently, charitable foundations have been very popular. The goals of these NPOs are very different. Some funds help citizens who find themselves in a difficult situation, others support the development of sports, education, etc. I must say that organizations are not always able to achieve their goals. Often, the activities of the fund do not bring the expected results, and it has to be liquidated.
First step
In the process of liquidation of the fund, several stages can be distinguished. At the first stage, a decision is made to terminate the organization. It is issued by the court. For its adoption, it is necessary that interested parties submit an application for the liquidation of the fund. The legislation establishes the grounds on which the organization's work may be terminated. The liquidation of the fund by court decision is possible if:
- the property available is not enough to achieve the goals defined in the charter, and the receipt of material assets in the future is doubtful;
- the goals of creating a fund cannot be achieved for objective reasons, and their change is impossible;
- the organization in its activities evades to achieve its goals, etc.
The list of grounds established by law is open.
The specifics of the proceedings
Cases on the liquidation of non-profit foundations are heard by instances of general jurisdiction. The interested person sends the application to the district court located at the location of the organization.
An interested body can be not only the authorized body of the fund or its official, but also the founder.
According to general rules, a decision on liquidation must be made within two months from the date of receipt of the claim. The relevant provision is enshrined in Art. 154 Code of Civil Procedure of the Russian Federation.
Upon liquidation of the fund (including charity), a commission or a person authorized to coordinate the procedure is appointed. The court also determines the procedure and date for its holding. From the moment of appointment, the commission takes over the management of the fund.
Notification of the beginning of the procedure
In accordance with paragraph 1 of Art. 62 of the Civil Code of the Russian Federation, the participants (founders) of the organization or the body that issued the decision on liquidation, within three days from the date of its adoption in writing, inform the body that carries out the state registration of legal entities in writing. Based on this notification, the Unified State Register of Legal Entities (Unified State Register) provides information that the procedure for terminating the organization’s activities has been started.
In addition, interested parties must publish information about the liquidation of the fund in official publications in the manner prescribed by law.
Important point
In accordance with paragraphs 1 and 2 of Art. 13.1 of the Federal Law of the Russian Federation No. 7, the Ministry of Justice decides to include information on the beginning of the liquidation of the fund in the state registry. By virtue of paragraph 1 of Art. 13.1 Federal Law No. 7 and Clause 1.2 of Article 9 Federal Law No. 129, as well as according to the order of the Ministry of Justice of the Russian Federation, the forms of applications that are required for state registration of NPOs and amendments to the constituent documents are established in accordance with the order of the Federal Tax Service dated January 25, 2012.
List of documents
To liquidate extra-budgetary funds within three days from the moment the court order comes into force, the chairman of the liquidation commission (or liquidator) shall submit the following papers to the territorial unit of the Ministry of Justice:
- Notification by f. P15001 This form is approved by Order of the Federal Tax Service No. MMV-7-6 / 25 @.
- A copy of the court order on the liquidation of the fund and the appointment of a commission (liquidator).
- Protocol of the meeting of the executive body of the organization that made the decision to terminate the activities of NPOs.
The notice is signed by an authorized person. Signature must be notarized. Due to the fact that by the time the notice was sent to the territorial division of the Ministry of Justice, the commission had already been formed (or the liquidator was appointed), the commission chairman (or the liquidator himself) acts as this authorized person.
Decision by the Ministry of Justice
The territorial unit of the Ministry of Justice makes a decision on entering into the state registry information about the beginning of the liquidation of the fund and the appointment of a commission (or liquidator). In general, no more than 17 days (workers) are allotted for adoption of the decision. At the same time, documents are sent to the Federal Tax Service no later than the day following the date of the above resolution.
It should be noted that from January 1, 2015 there is no need to notify the authorities that control the payment of insurance premiums about the beginning of the liquidation of the fund. In addition, there is no requirement in the Tax Code to send a notification to the territorial IFTS.
Post Post
The liquidation commission (or liquidator) is responsible for the timely placement of information about the start of the procedure in official publications (in particular, the "State Registration Bulletin"). Information on the liquidation of the organization, the term and procedure for making claims by creditors is subject to publication. Please note that the period should not be more than two months from the date of publication.
The liquidation commission (liquidator) is also obligated to take measures to identify creditors and receive receivables. In addition, the commission should send written notice to creditors of the commencement of the liquidation procedure.
Balance sheet preparation
After the deadline set aside for creditors to submit claims, the commission forms a liquidation balance sheet. It reflects information on the composition of the property of the organization, a list of creditors' claims and the results of their consideration. The liquidation balance sheet is subject to approval by the founders.
In accordance with paragraph 3 of Art. 20 Federal Law No. 129, the registering authority must be notified of the balance sheet. For this, the relevant information is entered in the form P15001. In clause 2.3 sect. 2 of this notice, you must put a checkmark indicating that the filing of the document is carried out in connection with the preparation of the balance. The applicant is the liquidator or the chairman of the liquidation commission.
Nuances
Please note that the legislation does not link the requirement to publish a notice of liquidation, the timing and procedure for statements by creditors of their claims and balance sheet with the presence of payables from the fund. What does it mean? This means that even if the organization did not conduct any activity, submitted zero reporting, had no payables, it is obliged to fulfill all the requirements provided for in the legislation for the liquidation procedure. Even in the absence of debts, the interim balance sheet of the organization must be drawn up and approved no earlier than two months after the publication of the notice of liquidation of the fund in the Bulletin of State Registration.
Settlements with creditors
They begin on the date the interim balance sheet is approved. Calculations are carried out by a commission or liquidator in the manner prescribed by paragraph 4 of Art. 63 and 64 of the Civil Code of the Russian Federation. After their holding, a liquidation balance sheet is formed. It is also approved by the founders of the fund.
Of course, if the organization does not have accounts payable, the need for settlements disappears. In this regard, experts believe that the interim and final balances can be drawn up and approved at the same time.
Additionally
Due to the fact that the forms of the final and interim balances are not approved, they can be compiled on the basis of the existing approved form of the balance sheet with the required name.
The approval of the drawn up document is drawn up by affixing notes by the founders in it or by drawing up an annex that reflects the decision on approval.
It should be noted that the Federal Tax Service Inspectorate is obliged to submit all the requirements to the fund for the deduction of mandatory payments from the moment of the notification of the beginning of the liquidation to the presentation of the document for state registration of the procedure.
Liquidation Registration
It is carried out after the approval of the final balance. The following documents are required for state registration of liquidation:
- Statement. It is compiled in the form of P16001. The application is signed by the liquidator or the chairman of the commission. Signature must be notarized.
- Total balance.
- Receipt of payment of a fee for entering information into the register.
- A document confirming the notification of the FIU about the beginning of the procedure. If this certificate is not provided by the applicant, the registration authority sends a request to the Pension Fund through the channels of interagency cooperation.
In addition, it is recommended to present a decision on the approval of the final balance sheet or the minutes of the meeting at which it was adopted, as well as a copy of the publication of the notice in the Vestnik.
State registration of liquidation is carried out within 10 days (working) from the date of submission of documents. After entering information into the USRLE, the activities of the fund are considered discontinued.