Non-commercial partnerships: charter, composition, types

Along with economic companies such as LLC, JSC or CJSC in Russia there is an interesting form of cooperation of citizens - non-commercial partnership. What is it and what are the features of such structures?

What it is

Non-commercial partnerships (NP or NPC) 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).

The NCP is established without determining the specific terms of activity. Having created such a structure, you can work together as long as you want. The main constituent document is the charter. Together with it, a contract can be used, which specifies the nuances of teamwork, the conditions for using the property, the rules for entering and leaving a partnership. The NCP is a subspecies of the self-regulating organization (SRO) and NGOs (about this - a little later).

Material base

Despite the fact that NPCs are not aimed at making profit, some types of financial transactions they can make (for example, open accounts in commercial banks). The use of the NPC may transfer the property of members. Upon the transfer, it becomes the property of the structure. The founders of the partnership are not required to answer for the obligations of the organization, and vice versa. The property of the structure is formed at the expense of voluntary membership fees, as well as income from certain types of entrepreneurial activities, but only those that correspond to the goals of creating the structure. For example, this is the production of goods, purchase and sale of securities, work with bank deposits, but on the condition that the extraction of profits does not differ from the objectives of joint activities of the founders of the partnership.

How to register

Unlike the registration, for example, LLC, non-profit partnerships do not necessarily have to be registered in state registers as legal entities. Founders can be citizens in any status. The main condition for the registration of NPCs is the fact of having several partners (more than two). The maximum number of members of the structure is unlimited.

Before registration it is necessary to develop the charter of non-commercial partnership and to make, if there is a desire, a memorandum of association. The next step is to go to the tax inspection at the place of registration of the members of the future partnership. Among the documents that should be available are the decision of the founders that the NCP is being created, information about the desire to register as a legal entity, the charter of the partnership and, if any, the contract.

Reorganization and liquidation

Members of a non-profit partnership can dissolve an organization. The same can be done for a number of legal reasons by a court. A liquidation commission is appointed, the terms for the dissolution of the partnership and the procedure for the procedure are established. The property, if the founders fail to agree, is distributed proportionally to the contributions. However, none of the members of the liquidated partnership will receive assets worth more than the value of the property that it contributed to the common cause. Non-profit partnerships can be reorganized through mergers, divisions or affiliations. There is also a variant with the transformation of this structure - for example, into a fund, an autonomous institution or to some kind of economic society. It is important that all founders support the decision that the NCP will be reformed.

Features of country partnerships

Horticultural or dacha non-commercial 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 hectare - dacha or horticultural associations. The main difference between the NCP of the dacha type and other types of organizations is the difference in the practical application of legislation regulating the turnover of property. Immovable and movable assets, which are acquired by the dacha non-commercial partnership, become the property of the structure.

In partnerships, there are two types of contributions: target and membership. Property purchased on sources of the first type acquires the status of joint ownership. All that is purchased for membership fees belongs to the partnership. Among the legislative requirements for the creation of dacha non-commercial partnerships, one can single out such. First, the minimum number of founders is three. Secondly, only the owners of the plots can be members of the partnership, and only those who are already 18 years old. Thirdly, the goal of creating such a structure should be non-commercial: for example, it can be a mutual exchange of experience in growing vegetables, organizing groups of interests, sports competitions. Entrepreneurial component is allowed only if the profit will be directed to the achievement of the goal (for example, the acquisition of the cup for the winner of country soccer matches).

Features of building partnerships

Non-commercial partnership of builders is another real example of joint work of citizens. The main feature of such structures is the lack of profit. Another feature - registration of partnerships of builders is carried out by the Ministry of Justice, and not by the tax inspection. In such structures, the governing body of the partnership can only be collegial (usually a meeting of founders).

According to some experts, it is advisable to create non-commercial partnerships in the construction sector if the number of members is several dozen people, it is better if there are about a hundred. The rights and duties of the NPC of the construction profile are common for similar structures in other industries - to buy and sell property, to achieve social, cultural and other purposes, to be a defendant or plaintiff in court, to interact with authorities.

Rights and duties of members of the partnership

The main motive that drives people creating a non-commercial partnership is assistance, joint search for the best solutions on topical issues. Questions relating to any mutual obligations, as a rule, are not put in the establishment of the NPC. There are no them and according to the law. Members of partnerships are not responsible for the actions of their other colleagues and for possible obligations of the NPC as legal entities to creditors.

At the same time, the founders are endowed with a number of rights. First, it concerns participation in solving key issues, in managing the affairs of the organization, and acquaintance with relevant information. Secondly, the members of the partnership can leave the organization at any time, having received back some of the property assets that are proportionate or equivalent to what they contributed. Thirdly, the founders have the right to rely on the share of revenue, if the structure was entrepreneurial.

Requirements to the Articles of Association

The charter of a non-commercial partnership is the main constituent document when registering this type of organization. It should contain information on the name of the structure, location, purpose of creation. The charter should contain information on the management bodies of the partnership, the list of rights and obligations of the founders, the conditions for joining and leaving the organization, as well as the sources of financing and the formation of the property fund. In the articles of association, it is necessary to register data on NCC representative offices in other cities (if any) and to note which is the main structure, where the management system owned by the non-commercial partnership has a center. It is also necessary to prescribe the conditions for liquidation and change of legal status.

NCP and self-regulatory organizations

As it was said above, in the hierarchy of public structures, a status that has a non-commercial partnership is a self-regulatory organization or an SRO. It is important to understand when these two terms can be identified, and when - not. Absence of partners' intentions to do business is the main criterion for creating such a structure as a non-commercial partnership. A self-regulating organization is a broader concept, and in some cases a structure suitable for this definition may still be commercial. For example, if it is a question of uniting several companies in the housing and communal services sector, it will most likely be the consolidation of business structures that join forces to exchange experience in providing their services to clients, and mutual assistance in accessing any technologies. The purpose of such consolidation is to make the company more profitable. The goal does not fit the specifics of such a structure as a non-commercial partnership. Thus, the NCP is a self-regulating organization where there is no profit taking in order to increase the well-being of the founders. In turn, the SRO, in which people of the same profession unite to exchange knowledge, which allows them to earn more and more efficiently conduct business, can not be considered a non-profit partnership.

NCP as a kind of NCO

NCP is not only a kind 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, NGOs are organizations with a public nature of activities. That is, it is assumed that the result of the work will be useful to all. NGOs are regulated by the Civil Code of the Russian Federation, the Federal Law "On Non-Commercial Organizations" and the Federal Law "On Public Associations".

All that the law prescribes for NPOs is fully characteristic of the NCP, along with which there are other types of associations. Among them are public, religious, autonomous organizations, state corporations, social and charitable foundations, and also associations (unions). In some cases, non-profit organizations can be recognized as consumer cooperatives, HOAs, as well as territorial public self-governments. NGOs include charities and trade unions.

Any non-profit organization must own its own balance sheet (estimate). None of the NGOs has any restrictions on the duration of their activities, unless they are prescribed in the constituent documents. Non-profit organizations can open accounts in Russian and foreign banks, have their own seals, stamps, letterheads and emblems.