Along with business entities such as LLC, OJSC or ZAO in Russia, there is an interesting form of cooperation between citizens - non-profit partnership. What is it and what are the features of such structures?
What it is
Non-commercial partnerships (NPs or NCPs) are organizations established by individuals or legal entities for mutual assistance and pooling of resources of each of the founders. These structures are a subspecies of non-profit organizations (about what it is - a little later).
NKP is established without defining specific terms of activity. By creating such a structure, you can work together for as long as you like. The main constituent document is the charter. Together with it, an agreement can be used, which stipulates the nuances of joint work, the conditions of operation of the property, the rules for entering into and leaving the partnership. NKP is a subspecies of SRO (self-regulatory organization) and NPO (more on this later).
Material base
Despite the fact that NKPs are not aimed at making a profit, they can perform some types of financial transactions (for example, open accounts in commercial banks). The property of members may be transferred to the use of the NKP. Upon the transfer, it becomes the property of the structure. The founders of the partnership are not required to meet the obligations of the organization, and vice versa. The property of the structure is formed by voluntary membership fees, as well as income from certain types of entrepreneurial activity, but only those that are consistent with the goals of creating the structure. For example, this is the production of goods, the purchase and sale of securities, work with bank deposits, but on the condition that the profit is not at variance with the objectives of the joint activities of the founders of the partnership.
How to register
Unlike registration, for example, LLC, non-commercial partnerships do not have to be fixed in state registers as legal entities. Founders can be citizens in any status. The main condition for registering an NPC is the fact of having several partners (more than two). The maximum number of members of the structure is not limited.
Before registration, you need to develop a charter of a non-profit partnership and draw up, if you wish, a memorandum of association. The next step is a trip to the tax office at the place of registration of members of the future partnership. Among the documents that should be available with you is the decision of the founders that the NKP is being created, information about the desire to register as a legal entity, the charter of partnership and, if any, the contract.
Reorganization and liquidation
Members of a nonprofit partnership may dissolve the organization. The court can do the same for a number of legal reasons. A liquidation commission is appointed, the terms for the dissolution of the partnership and the procedure are established. Property, if the founders fail to agree, is distributed in proportion to contributions. True, not a single member of the liquidated partnership will receive assets worth more than the value of the property that he contributed to the common cause. Non-commercial partnerships can be reorganized through mergers, divisions, or mergers. There is also an option with the transformation of this structure - for example, into a fund, an autonomous institution, or into some kind of business society. It is important that the decision that the NKP be transformed is supported by absolutely all the founders.
Features of country partnerships
Gardening or summer house non-profit partnership is one of the practical examples of the work of the structure in question. It exists along with other common forms of cooperation between the owners of six hundredths - cottage or horticultural partnerships. The main difference between the NKP of the summer cottage and other types of organizations is the difference in the practical application of the legislation regulating the circulation of property. Immovable and movable assets acquired by dacha non-profit partnerships become the property of the structure.
In partnerships, there are two types of contributions - targeted and membership. Property purchased from sources of the first type acquires the status of joint ownership. All that is acquired on membership fees belongs to the partnership. Among the legislative requirements for the creation of summer non-profit partnerships, one can single out such. Firstly, the minimum number of founders is three people. Secondly, only owners of land plots can be members of a partnership, and only those who are over 18 years old. Thirdly, the goal of creating such a structure should be non-commercial in nature: for example, it can be a mutual exchange of experience in growing vegetables, organizing hobby groups, and sports. The entrepreneurial component is allowed only if the profit is aimed at achieving the goal (for example, acquiring a cup for the winner of a summer cottage football competition).
Features of building partnerships
The nonprofit partnership of builders is another real example of citizens working together. The main feature of such structures is the lack of profit. Another feature - the registration of partnerships of builders is carried out by the Ministry of Justice, and not by the tax office. In such structures, the governing body of the partnership can only be collegial (as a rule, this is a meeting of founders).
According to some experts, it is advisable to create non-profit partnerships in the construction industry if the number of members is several tens, it is better if about a hundred. The rights and obligations of NKP construction profile are common for similar structures in other industries - to buy and sell property, achieve social, cultural and other goals, to be a defendant or plaintiff in court, to interact with authorities.
Rights and Obligations of Partnership Members
The main motive that drives people creating a nonprofit partnership is the promotion, joint search for the best solutions on pressing issues. Issues related to any mutual obligations are usually not raised in the establishment of the NKP. There are none according to the law. Partnership members are not responsible for the actions of their other colleagues and for the possible obligations of the NKP as a legal entity to creditors.
At the same time, the founders are endowed with a number of rights. Firstly, it concerns participation in solving key issues, in managing the organization’s affairs, and getting acquainted with relevant information. Secondly, the members of the partnership can leave the organization at any time, having received back a part of property assets that are proportional or equivalent to what they contributed. Thirdly, the founders have the right to count on the share of revenue if the structure conducted entrepreneurial activity.
Charter Requirements
The charter of a non-profit partnership is the main constituent document when registering this type of organization. It should contain information about the name of the structure, location, purpose of creation. The charter should reflect information on the partnership management bodies, a list of the rights and obligations of the founders, the conditions for joining and leaving the organization, as well as sources of financing and the formation of the property fund. In the charter, it is necessary to prescribe data on NKP representations in other cities (if any) and note which head structure, where the management system, which has a non-profit partnership, has a center. It is also necessary to prescribe the conditions for the liquidation and change of legal status.
NKP and self-regulatory organizations
As mentioned above, in the hierarchy of social structures, the status that a non-profit partnership has is a self-regulatory organization or SRO. It is important to understand when these two terms can be identified, and when not. The lack of intentions of partners to do business is the main criterion for creating such a structure as non-profit partnership. A self-regulatory organization is a broader concept, and in some cases, a structure that fits this definition can still be commercial. For example, if we are talking about the merger of several companies in the housing sector, then it will most likely be the consolidation of business structures that join forces in order to exchange experience in providing their services to customers, mutual assistance in access to any technology. The purpose of such consolidation is to make the company more profitable. The goal does not fit the specifics of such a structure as non-profit partnership. Thus, the NKP is a self-regulatory organization where there is no profit making in order to increase the welfare of the founders. In turn, an SRO, in which people of the same profession unite to exchange knowledge that allows them to earn more and run their business more efficiently, cannot be considered a non-profit partnership.
NKP as a type of NPO
NKP is not only a type of SRO, but also a subspecies of such a phenomenon as non-profit organizations (NPOs). Here we are talking about the terminology used in Russian laws. In accordance with them, NPOs are organizations with a public character of activity. That is, it is assumed that the result of the work will be useful to everyone. NPOs are regulated by the Civil Code of the Russian Federation, the Federal Law "On Non-Profit Organizations" and the Federal Law "On Public Associations".
Everything that the law prescribes with respect to NPOs is fully characteristic of the NPO, along with other types of associations. Among these are public, religious, autonomous organizations, state corporations, social and charitable foundations, as well as associations (unions). In some cases, consumer cooperatives, HOAs, as well as territorial public self-governments can be recognized as non-profit organizations. NGOs include charitable organizations and trade unions.
Any non-profit organization must have its own balance sheet (estimate). None of the NPOs have restrictions on the duration of their activities, if they are not spelled out in the constituent documents. Non-profit organizations can open accounts in Russian and foreign banks, have their own seals, stamps, letterheads and emblems.