What is a consumer cooperative? Credit and consumer cooperative. Difference between commercial organizations and non-profit organizations

IN Lately Entrepreneurs are showing particular interest in consumer cooperatives. What is the reason for this curiosity? If earlier general stores and raipos were the only stores in the village where people could buy something, now there is a surplus - almost not a single store for 10 people. If earlier collective and state farms sold surplus grain, piglets, potatoes and other farms through consumer cooperation, now there are a lot of different commercial wholesalers, resellers, etc.

The motivations to create a consumer society among hard-working shareholders of that era and modern cooperators are similar only in law and documents... Time has changed views, and modern legislation “helped” to consider completely different values ​​in cooperatives. And people are already of a different temperament, or rather tempered by these laws. Modern cooperators and lawyers from the company “Turov and Partners” helped me understand the most common myths.

Myth No. 1. Consumer societies are not for business. For entrepreneurial activity, it is more logical and convenient to open an LLC, OJSC, individual entrepreneur, etc.

From Article 1 Federal Law No. 3085-1 “On consumer cooperation (consumer societies, their unions) in Russian Federation": "consumer society is a voluntary association of citizens and (or) legal entities, created, as a rule, on a territorial basis, on the basis of membership through the pooling of property shares by its members for trading, procurement, production and other activities in order to satisfy material and other the needs of its members."

And if production cooperatives belong to the category commercial organizations, then consumer societies are public organizations, whose work is not aimed at making a profit, but at meeting the needs of shareholders.

A completely logical question arises: “How to run a business by organizing a consumer society? When are all “movements” in which something is bought or sold classified as commercial?”

Oleg Syrochev

“What is business? And for whom? - these are the most common questions when creating a business. So, Consumer Cooperation answers these questions, namely, business is business! Business for shareholders. BUT: with the right approach and accounting, there is practically no tax base. And if there is no base, then there are no deductions. Everything is in accordance with current legislation and with the full support of the state. Do you need a business with 100% sales and without taxes? You decide!

Ekaterina Kuvshinova

Head of the legal department of the company "Turov and Partners":

The only purpose of the existence of consumer societies is to satisfy the needs of shareholders, and not to make a profit. And need can be expressed in anything: property, square meters, in money.

Organizations, individual entrepreneurs can also be shareholders, can make share contributions, but they will not be able to include them in their expenses (if this is not a necessary condition the existence of this, for example, LLC). Such organizations include companies on OSNO or on the simplified tax system (income-expenses), and other persons will be comfortable working with the cooperative, because they do not need to take into account expenses to determine the tax base, and they can confirm the origin of the goods with an act of acceptance and transfer of property and an agreement with the software. These are individuals and legal entities who do not need expenses and individual entrepreneurs (patent, UTII, simplified tax system (income)). Therefore, such shareholder companies can “take” a product from the consumer society and then sell it.

Since the consumer society is a non-profit organization, it needs to exist on something. And there are membership fees. There are also share contributions. The difference is that the share contribution is repayable, and it is the shareholders who return it in property or money. For example, a shareholder came and said: “I am making a share contribution of 100 rubles, I ask you to satisfy my need by telephone.” The company buys a phone for a shareholder for 80 rubles and transfers it for the same 80 rubles with a return of the share contribution. And 20 rubles, in accordance with the application of the shareholder, are included in membership fees. And society already spends these 20 rubles according to the created funds for its needs.

What happens? From a legal point of view clause 3, clause 3 art. 39 Tax Code of the Russian Federation Satisfying the needs of shareholders is not considered a sale. In fact, we exchanged money for goods, the shareholder is happy, society is happy, but there are no sales and taxes, and, accordingly, there is no tax base.

Of course, special attention should be paid to the competent execution of all necessary documentation regulating the activities. If everything is done correctly and the nuances are observed, then such a “peculiar business” will not be recognized as trade.”

During a long conversation with Ekaterina Burlutskaya, I formed an idea about modern “Raipo”. A modernized cooperative is something similar to a business for its own people, because not paying taxes according to the law is an excellent prospect. But the temptation to avoid the “nasty” VAT overrides common sense: all shareholders have an equal vote. There is a fear of creating a coalition and rebellion among ill-wishers. After all, their own people can strike on the sly and overthrow the “real” government... Perhaps this is also a myth?

Myth No. 2: There are very high risks that the “democracy” of cooperatives can lead to the overthrow of the “main” founding shareholders

Maxim Zaglyadkin

It is at the general meeting of shareholders that the “authority” can be overthrown. It is possible to protect the management of the cooperative from “overthrow” through authorized cooperative plots. Those. At the general meeting, the authorized representatives of the respective cooperative plots vote for the shareholders. This is how we recommend building a management structure in software.

The cooperative plot is part of the consumer society. CU is opened by the Council either on a territorial or thematic basis for operational management in software. It unites a certain number of shareholders living in a certain territory, or working in an organization, as well as participating in thematic programs BY.

IN Art. 17 of the Law of the Russian Federation “On Consumer Cooperation” it is written that in cases where the shareholders of a consumer society are residents of several settlements and the number of shareholders is large, cooperative plots can be created in a consumer society, supreme body which is a meeting of shareholders of a cooperative plot, its activities are managed by the authorized representative of the cooperative plot.

The authorized representative of the cooperative plot has the right to make decisions on behalf of all shareholders of the cooperative plot, as well as to participate in the General Meeting of shareholders of the consumer society on behalf of his cooperative plot.

That is, by appointing your proxy as an authorized representative of the cooperative plot, you can avoid the negative consequences of general voting.

Myth No. 3.Consumer societies are also subject to “nightmares” with all sorts of checks

Based clause 1Art. 3. Law of the Russian Federation “On Consumer Cooperation” relations between the state and consumer cooperation: “State bodies and local government bodies do not have the right to interfere in the economic, financial and other activities of consumer societies and their unions, except in cases provided for by the laws of the Russian Federation.”

Unlike legal entities and individual entrepreneurs, the “work” of consumer societies is carried out with minimal participation of state influence and control. I wanted to write “business”, but, based on the initial meaning inherent in this concept, it is rude and clumsy... Therefore, this is work, activity without the constant presence of “Why? Why? And on what basis? state observers. But, if a consumer cooperative, in addition to its “ direct use" carries out business activities by selling goods/works/services, then the ban on inspections is automatically lifted. The curiosity of the organs will not keep you waiting.

Oleg Syrochev

General Director of NPO Ecology LLC:

The Federal Tax Service looks very closely at the activities of consumer cooperatives, sometimes to the point of insanity: they don’t register and try to make changes to the Charter. But every business goes through such a period. With proper accounting, the tax office will only make noise and cause mischief, but this is Law of June 19, 1992 No. 3085-1 There is a separate article that directly prohibits the state from interfering in the affairs of Consumer Societies and provides for the punishment of officials who unlawfully “stick their nose” in the affairs of cooperation. Therefore, accounting must be reconciled. The peculiarities are that each transaction is discussed, and there is no template for accounting entries.

Maxim Zaglyadkin

Lawyer, tax consultant at Turov and Partners:

Law of the Russian Federation dated June 19, 1992 No. 3085-1 “On consumer cooperation” says that the state does not have the right to interfere in the economic, financial and other activities of society.

What regulatory authorities can check:

1. Inappropriate use Money;
2. Activities of the consumer society for commercial activities;
3. Withholding personal income tax.

Therefore, the main task for your protection is to arrange everything correctly. You can openly show all software provisions and all protocols to regulatory authorities. They do not have the right to influence them, to put pressure on what was decided at the General Meeting of Shareholders.

Myth No. 4. It’s hard to believe that with the help of consumer cooperatives you can save on taxes and protect assets

Oleg Syrochev

General Director of NPO Ecology LLC:

Perhaps the strangest myth. Asset protection is expressly stated in Law of June 19, 1992 No. 3085-1. Share contributions cannot be levied. Tax officials are trying to prove anything, including the insignificance and fictitiousness of the transaction. But, if the property is actually used in the activities of the cooperative or, according to this law, improves the material and other needs of the shareholder, then it is quite easy to prove the illegality of the “assault”.

Cooperation in many ways allows you to do without licenses, the Law on the Protection of Consumer Rights does not act against cooperation, issue shares even around the clock and with alcohol - everything is within the limits of the law. There is no trade and services and, accordingly, no revenue, and therefore no tax base. No salary - no base for contributions and personal income tax, no property on the balance sheet - no property tax (property on the “off-balance sheet” is actually a share contribution).

There is a possibility of VAT refund, there is a fundamental possibility of import without customs. It is possible to work with the whole world: the law does not restrict the entry of foreigners. There is no need to declare income, because the return of share contributions is not income, there is no personal income tax, and there are no dividends, therefore there is no taxation. There are no retail spaces - there are warehouses for receiving and issuing share contributions, which means you don’t have to pay taxes for the retail space. It is possible to create your own funds, including pension funds, and reinvest in your own development.

Maxim Zaglyadkin

Lawyer, tax consultant at Turov and Partners:

Asset protection. According to Art. 1 of the Law of the Russian Federation “On Consumer Cooperation”, an indivisible fund is a part of the property of a consumer society or union, which is not subject to alienation or distribution among shareholders, and the procedure for the formation and use of which is determined by the charter of the consumer society or union.

This fund is created by decision of the General Meeting of Shareholders, and any movable and immovable property previously contributed to the cooperative can be placed there.

As defined above, no creditor or government agency can claim property from this fund. Although, as you can see, there are still reasonable limits to the protection of the property of an indivisible fund. For example, if you are undergoing an on-site tax audit, and you decide to contribute the company’s assets to a consumer cooperative, which, in turn, by decision of the General Meeting will place it in an indivisible fund, then, in this case, the court may cancel this decision and admit the entire transaction was carried out solely for the purpose of evading liability.

The basic principle for determining the taxation of software activities is enshrined in Art. 39 Tax Code of the Russian Federation, according to which, the transfer of fixed assets, intangible assets and (or) other property to non-profit organizations for the implementation of the main statutory activities not related to business activities is not recognized as a sale ( clause 3, clause 3 art. 39 Tax Code of the Russian Federation), accordingly, the object of VAT taxation does not arise.

Income tax

The most important thing when calculating income tax is to accurately classify the income that goes to the company. After all, according to the rules, non-profit organizations must pay tax only on profits received from entrepreneurial activity.

If the receipts are provided for by the charter, there is no obligation to remit tax on them. But even here, income must meet the criteria Art. 251 Tax Code of the Russian Federation.

For example, targeted revenues (entrance and membership fees) will not be taxed if they meet the following requirements:

• received free of charge;
• used on time for the intended purpose;
• spent on conducting statutory activities or maintaining software.

And lastly important condition: an organization that receives targeted funds is required to keep separate records of income and expenses from business activities (if any) and from the statutory ones. This is stated in clause 14 clause 1 art. 251 Tax Code of the Russian Federation. After all, if funds are simultaneously used in a targeted and non-targeted manner, the company has the right to pay tax only on the part involved in business activities.

As for bank interest, the bank usually charges interest on the amount that is stored in the current account, and if so, then the software must take into account the resulting increase as part of non-operating income ( clause 6 art. 250 Tax Code of the Russian Federation).

Moreover, you will have to follow this rule regardless of whether the money is intended for intended use or commercial use.

Of course, the software retains the right to reduce taxable profits by expenses. The following can be recognized as expenses: negative exchange rate differences, material expenses, bank expenses, rent, utility bills, labor costs, the amount of accrued depreciation on fixed assets purchased with target funds.

Personal income tax and insurance premiums

If an employee is arranged according to employment contract, That:

• Personal income tax 13%;
• Insurance premiums 30% (20% if there is a benefit, st. No. 212-FZ).

If an employee (shareholder) receives remuneration as financial assistance to the shareholder, then:

• Personal income tax 13%;
• Insurance premiums are 0%, since there is no object subject to insurance premiums in accordance with No. 212-FZ.

If a shareholder contributes some property to the software, including intellectual property, and asks for this property to be returned to him in money, then:

• Personal income tax 0%;
• Insurance premiums 0%.

Intellectual property (property) can be contributed, but this must all be done officially. Needed copyright agreement about use intellectual property, must be issued on electronic or tangible media, etc.

Shareholders of the software can contribute any property to the consumer company, independently evaluate it, and then return its value to this shareholder in monetary terms, while all taxes will be equal to 0.

When appraising this property, it is not necessary to involve appraisal companies. Mandatory assessment occurs only in relation to the following property:

• State property;
• In case of disputes between shareholders regarding the value of this property;
• When damage occurs to this property.

So, all the pros and cons of consumer cooperation

Maxim Zaglyadkin

Lawyer, tax consultant at Turov and Partners:

The consumer cooperative is one of the best in this moment, ways to legally optimize taxes, insurance premiums and asset protection. Wherein state control on the part of the state for the activities of the cooperative, according to the legislation on cooperation, is minimal.

But, as often happens, there is always a fly in the ointment. The disadvantages of a consumer cooperative include:

• cannot be applied to any type of activity;
• completely different internal and external document flow compared to commercial organizations;
• poor awareness of people about this form, and the negative aspects arising in connection with this, etc.

As you can see, there are also a lot of disadvantages and, therefore, the choice of a consumer cooperative as the main form of organizing your activities must be approached very thoroughly, weighing all the pros and cons. If you are willing to take risks or, for example, simply consider the consumer society as one of your several activities, then current realities harsh Russian reality, you should pay special attention to this form.

Alexander Mikhailenko

Chairman of Derzhava PA:

No one in the sphere of enterprise activity is immune from the withdrawal of power from the founders of the organization. However, a cooperative differs from other legal entities not only in that it is the only form of non-profit organization authorized to distribute profits among its members, but also in that ownership of the organization’s property is neither private nor state, but collective. By the way, as practice shows, not all government bodies, for example, Goskomstat knows this feature when assigning OKOPF codes.

When registering a cooperative, tax authorities often also require that in the application the data and certification of signatures as founders of all the original shareholders creating the cooperative, which is illegal. When registering a cooperative, the law requires the submission of an application from the manager with a signature certified by a notary, minutes of the meeting of shareholders at which the cooperative was created and management bodies were elected, the charter of the cooperative, and a receipt of payment. They may also request an agreement to provide a legal address and copies of title documents for the premises.

The problem with banks

At this stage, the tax office has little chance of “nightmare” cooperation, but it does happen :) The bank in which you intend to open an account has a couple of orders of magnitude more such opportunities. The first thing the bank has the right to check is the presence at the legal address of a sign and the constituent documents of the cooperative, management bodies, in other words, an office. An explosion of the banking brain occurs if the legal address is indicated at the place of residence of the chairman, which is not prohibited by law. Further, when operating on an open account, the bank is obliged to be guided by the rules that all banks love 115-FZ on combating terrorism and other money laundering. A bank account is perhaps the most weak link in a cooperative.

Problems with regulatory authorities

This problem arises not only with the bank, but also with regulatory authorities such as Rospotrebnadzor. Because very few people understand that a cooperative has the right not to license its activities when actions, for example, transporting goods or passengers, are carried out for the cooperative’s own needs: between shareholder “A” and shareholder “B”, and cash machine together with the Consumer Rights Act and taxes retail space are not needed here if the goods are not issued to anyone other than shareholders, albeit for money.

The problem of “imposed commercialization”

I see the main problem of cooperation in the imposed commercialization of all activities in the country, in the “buy-sell-pay taxes, fees, excise duties and sleep peacefully” relationship. The officials did not understand that the state itself allowed cooperatives to carry out such activities. Practice shows that accountants, with rare exceptions, require retraining in cooperative thinking, and this is taught in few places.

The greatest efficiency of cooperation is achieved by uniting everyone, from the manufacturer to the end consumer and all service structures - housing, utilities, transport, etc. into one cooperation system. Then all relationships between them will exclude mutual settlements from the tax base and leave the money supply directly in the system, and when modern system electronic payments eliminate cash flow with all its inherent “charms”.

The problem of unscrupulous shareholders

Collective property, as history has confirmed, is the property of all shareholders of the cooperative, which means that use is carried out on the basis of provisions adopted by the council and concluded use agreements, and its disposal is only based on the decision of the general meeting of the cooperative. The problem sometimes arises when a person who has the right to sign (usually the chairman of the council or board) is dishonest when disposing of a mutual fund or the property of a cooperative without a decision of the general meeting. The bank, when authorizing a transaction on the account, does not delve into the person’s authority and debits funds from the account. To prevent such crime, it is recommended that cooperatives establish in as much detail as possible the powers of all management bodies of the cooperative, in the Charter or regulations adopted in accordance with it and Law 3085-1, including on the funds, property and funds of the cooperative.

Regarding the possibility of a change of power and raider takeover, in comparison with other forms of organizations, cooperatives are more protected, since the adoption of the most important decisions in them is within the competence of only the general meeting and only the shareholders, moreover, the number of whom is limited, and each has one vote, regardless of size contributed share.

In addition, the protection of the collective property of a mutual fund from seizure, for the purpose of interim measures, collection of debts of both the cooperative and the shareholders directly, is ensured by the impossibility of enforcement actions against the mutual fund by force of law. Here it is necessary to distinguish the property of the cooperative, received through transactions, which is on the balance sheet (like any legal entity), with which the cooperative is liable for its debts, and the mutual fund, from the property transferred by shareholders to meet general needs, it is precisely on the off-balance sheet account and therefore free from collection. And these are fixed assets, buildings, vehicles And so on. All other organizations, except institutions with operational management, can have any property seized for debts. And, if in other organizations they look for (and find) loopholes in laws, “gray” tax evasion schemes, transfer to offshore zones, then cooperatives do not need this, because cooperation is itself a kind of offshore zone.

Oleg Syrochev

General Director of NPO Ecology LLC:

The biggest blow to cooperation, and to other businesses, today is dealt by banks. Breaking all laws, the Constitution, the Civil Code, and even the law on banks and banking, without a qualm, closing accounts on the grounds of “dubious transactions,” and share contributions are directly listed in the Central Bank’s lists of questionable transactions. But the recommendations of the Central Bank are not law and it is possible to defend them, although it is very unpleasant when accounts are blocked. It is quite possible for a cooperative to create its own (without banks) payment system; legislation allows this.

Consumer cooperation is a tax-saving business. In many ways, very significant savings, but in no case do we call for an illegal and “black” existence. But on the contrary: the wider the Consumer Cooperation movement, the richer the shareholders, the cooperative as a whole, the district, city, region, country, finally... Consumer Cooperation is a social cause, a business that really helps people. A cause that brings people together. What one cannot master alone can be mastered together (cooperatively) by five, ten, twenty... thousands of shareholders! It is obvious!

Perhaps it’s time to put an end to this article, in which, I hope, we managed to dispel the most common myths. And I would like to end it with the question: “Perhaps consumer cooperation is the bright future of Russian business?”

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What are for-profit and non-profit organizations?

Commercial and non-profit organizations are essentially legal entities, thus being divided depending on the purposes of their creation. The former set their goal to receive profit from commercial activities and distribute it among the participants of the enterprise. The latter can also engage in business, but the profit in this case is spent on the purposes for which the legal entity was created and therefore cannot be distributed among its participants.

The activities of non-profit organizations are usually aimed at achieving social, educational, charitable, scientific and cultural goals, developing sports and meeting other needs of citizens.

Commercial and non-profit organizations. Forms.

The list of forms (types) of commercial organizations is exhaustive and enshrined in the Civil Code of Russia. These include:

Business partnerships and societies. They are commercial organizations whose authorized capital is divided into contributions from participants.

Business partnerships are created in the forms of general partnership, as well as limited partnership. Members of the partnership have the right to participate in the activities of the organization. Profit is divided in proportion to shares. All participants in a general partnership are equal. They risk their property. A limited partnership is understood as a partnership in which, in addition to the participants carrying out activities aimed at making a profit on behalf of the partnership, who are liable for the obligations of the partnership with their own property, there is at least one who risks property, within the amount of the contribution, and does not take part in the implementation of the business. .

Production cooperatives.

Commercial organizations, which are associations of citizens on a voluntary basis, functioning for the purpose of joint production and other economic activity membership based. The property is formed from the shares of the members of the cooperative.

The list of non-profit organizations may be supplemented. Non-profit organizations are created in the form of: religious and public associations and organizations, consumer cooperatives, institutions, non-profit partnerships, associations and unions, foundations, etc.

The activities of non-profit organizations are limited (charter and constituent agreement), they are directly stated in them and cannot go beyond their limits.

Commercial and non-profit organizations are considered created from the moment of state registration. registration. At the same time, non-profit organizations operate without restrictions on the duration of their activities and subsequent re-registration is not required.

According to the Civil Code of the Russian Federation, all legal entities are divided into commercial and non-commercial. Commercial legal entities have profit-making as the main purpose of their activities. Non-profit legal entities do not have the main goal of making profit and do not distribute it among participants.

Civil law defines commercial legal entities as:

1) general partnerships;

2) limited partnerships (limited partnerships);

3) companies with limited liability;

4) companies with additional liability;

5) joint stock companies;

6) production cooperatives;

7) state and municipal unitary enterprises.

A general partnership is created by participants on the basis of a constituent agreement. General partners carry out entrepreneurial activities on behalf of the partnership and bear joint and several full liability for its debts with all their property. The procedure for managing the partnership is determined by agreement of the private owners (partners). Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants.

In a limited partnership, the general partners are liable for the obligations of the partnership with their property and participate in the entrepreneurial activities of the partnership. Along with general partners, a limited partnership has one or more participant-contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities. You can be a general partner in only one general partnership or only in one limited partnership. Management of the activities of a limited partnership is carried out by general partners according to the rules of management in a general partnership.

A limited liability company (LLC) is the most common type of commercial organization. A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company distribute profits among themselves in proportion to the shares contributed to the authorized capital. LLC participants are not liable for the Company's obligations. The property liability of an LLC is limited by the size of its authorized capital. The supreme body of a limited liability company is the general meeting of its participants.

An additional liability company (ALS) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The liability of an ODO is higher than that of an LLC. For the obligations of an ALC, not only the company itself is liable in the amount of the authorized capital, but also the participants - with their property in the same multiple of the value of their contributions.

A joint stock company (JSC) is a legal entity whose authorized capital is divided into a certain number of shares of equal value, certifying the obligatory rights of the company's participants in relation to the company. A joint stock company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, and be a plaintiff and defendant in court. The highest governing body of a joint stock company is the general meeting of shareholders. A JSC participant has the number of votes at a meeting of shareholders in proportion to the number of shares held. Profit is also distributed among shareholders in proportion to the number of shares. There are two types of joint stock companies: open (OJSC) and closed (CJSC). In an OJSC, shares can be freely sold by participants to each other or to other persons. In a closed joint stock company, shares cannot be sold without the consent of other shareholders, and shares are distributed only among its founders or other predetermined circle of persons. JSCs whose founders are, in cases established by federal laws, the Russian Federation, a constituent entity of the Russian Federation or a municipal entity, can only be open. In a company with more than 50 shareholders, a board of directors (supervisory board) is created.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership to carry out joint production or other economic activities based on the personal participation of its members and the pooling of property shares by its members. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and manner prescribed by the law on production cooperatives. Property owned by a production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The cooperative does not have the right to issue shares. A member of a cooperative has one vote when making decisions by the supreme management body - general meeting members of the cooperative.

A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. The property of a state or municipal unitary enterprise (SUE and MUP) is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management. The management body of a unitary enterprise is the manager, who is appointed by the owner of the property or a body authorized by the owner and is accountable to him. A unitary enterprise is liable for its obligations with all its property. A unitary enterprise is not liable for the obligations of the owner of its property.

Non-profit organizations are those that do not have as their main goal making a profit and do not distribute it among participants. They are subjects of commercial law because they can engage in trading activities to achieve its statutory objectives without the purpose of making a profit. Non-profit legal entities include:

1) consumer cooperatives;

2) public and religious organizations (associations);

4) institutions;

5) associations of legal entities (associations and unions).

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property shares by its members. Income received by a consumer cooperative from business activities carried out by the cooperative is distributed among its members. Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative.

The Foundation is a non-membership non-profit organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they created, and the fund is not liable for the obligations of its founders. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially beneficial goals for which the Foundation was created, and in accordance with these goals. To carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

Institutions-organizations created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the relevant property bears subsidiary liability for his obligations.

Associations and unions are associations of commercial and other organizations for the purpose of coordinating their business activities, as well as representing and protecting common property interests. The association (union) is not responsible for the obligations of its members. Members of an association (union) bear subsidiary liability for its obligations in the amount and in the manner provided for by the constituent documents of the association.

A consumer cooperative is recognized as a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property share contributions by its members.

The charter of a consumer cooperative must contain:

conditions on the amount of share contributions of members of the cooperative;

on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violating the obligation to make share contributions;

on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes;

on the procedure for covering losses incurred by members of the cooperative.

The name of a consumer cooperative must contain an indication of the main purpose of its activities, as well as either the word “cooperative” or the words “consumer union” or “consumer society”.

Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative.

Income received by a consumer cooperative from business activities carried out by the cooperative in accordance with the law and charter is distributed among its members.

A consumer cooperative, unlike a production cooperative, is a non-profit organization that unites not only citizens but also legal entities on the basis of membership. It does not imply the obligatory personal participation of its members in common affairs. Therefore, there are no restrictions on the circle of participants, similar to restrictions on membership in a production cooperative. For example, the possibility of simultaneous participation of the same citizen in several consumer cooperatives, including homogeneous ones, is not excluded. Legal entities - participants in such cooperatives can be not only commercial, but also non-profit organizations (taking into account restrictions on the disposal of property available to legal entities - not owners, that is, unitary enterprises and institutions).

Consumer cooperatives include various types of cooperatives: housing and housing-construction, garage, dacha, gardening partnerships, etc. Therefore, the Civil Code provides that the specifics of the legal status of certain types of consumer cooperatives should be determined by special laws about them. In the absence of such laws, those previously in force in this area remain in force. regulations, as well as the charters of specific cooperatives, but only to the extent that does not contradict the rules of the Civil Code.

The only constituent document of a consumer cooperative is its charter. According to paragraph 2 of Art. 116 Civil Code to its number mandatory conditions conditions on the amount of share contributions of its members, the timing and procedure for their payment, the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including a list of issues on which decisions can only be made unanimously or by a majority vote, as well as a condition on the procedure for covering members of the cooperative for losses incurred by them. Within the meaning of these rules, the supreme body of the cooperative is the general meeting, which has exclusive competence and forms the executive bodies, which are responsible for resolving all issues that are not within the exclusive competence of the general meeting. In relation to the management structure of a consumer cooperative, we use general principles organizations of cooperatives, established by law and for production cooperatives.

The property of the cooperative belongs to it by right of ownership. It is the cooperative as a legal entity that is the sole and only owner of its property, which does not constitute an object of either “collective”, or shared, or any other property of its members (participants). Only in consumer cooperatives with the participation of citizens (housing, dacha, garage, etc.) the full payment of a share contribution for an apartment, dacha, garage, or other premises provided to these persons by the cooperative entails the emergence of ownership rights to these objects and, accordingly, the loss ownership rights to them by the cooperative itself. As a general rule, its participants (members) acquire rights of claim on the property of a consumer cooperative, proportional to their shares (contributions), as well as some other rights arising from membership in it.

The basis for the property independence of a cooperative is its share (authorized) fund. The size of the fund must be provided for by a special law for each type of cooperative. The cooperative must have a fully paid-up mutual fund.

The cooperative's mutual fund is formed from the share contributions of its participants (members). It also guarantees the satisfaction of the property interests of the cooperative's creditors. Therefore, the obligation to make share contributions is the most important responsibility of a member of a consumer cooperative. The charter of the cooperative must contain, along with other an indispensable condition on the liability of a member of the cooperative for violation of this obligation. In addition, members of the cooperative are obliged to cover losses incurred by making additional contributions within three months from the date of approval of the annual balance sheet of the cooperative. After all, the cooperative itself, as a non-profit organization, does not receive any income from its activities. If this obligation is not fulfilled, that is, non-payment or partial payment of such additional contributions, the member of the cooperative bears property liability for his obligations with his personal property within the limits of the unpaid part of the corresponding contribution. Moreover, this liability occurs in the absence of other property in the cooperative, but is joint and several in relation to all such faulty participants.

The law and charter of a consumer cooperative may provide for the implementation of certain types of business activities. The income received from such activities is distributed among the members of the cooperative or goes to other needs determined by the general meeting. This kind of activity in general does not change the main statutory objectives and scope of the target legal capacity of a consumer cooperative, and therefore does not lead to its transformation into a production cooperative or an economic society. The participation of a consumer cooperative in business relations remains limited to the scope of its statutory tasks and it does not receive the general legal capacity characteristic of a commercial organization.

Non-profit organizations are not permanent, professional participants in civil circulation. Their performance as independent legal entities is due to the need to provide material support for their main, main activities not related to participation in property relations. In this regard, non-profit organizations, unlike commercial ones, have targeted (special) legal capacity (clause 1, article 49 of the Civil Code) and use their existing property only to achieve the goals provided for by their constituent documents (clause 4, article 213 of the Civil Code). At the same time, such goals cannot be the receipt of profit and its distribution among the participants (founders). Taking these circumstances into account, the law in most cases does not provide for these organizations minimum size authorized capital (capital), as well as the possibility of bankruptcy (with the exception of consumer cooperatives and charitable and other funds). Non-profit organizations can exist in organizational and legal forms provided for by both the Civil Code and other federal laws. The Civil Code provides for such forms of non-profit organizations as: -consumer cooperative; -public and religious organization(Union); -charitable and other foundation; -institution; -association (union). Other laws provide for the possibility of creating such legal entities in the form of: - non-profit partnerships and autonomous non-profit organizations; — chambers of commerce and industry; — commodity exchanges; - homeowners' associations. Most non-profit organizations, like for-profit organizations, are membership-based corporations. However, among non-profit organizations, legal entities that are not corporations are more common. The latter include foundations, institutions and autonomous non-profit organizations. 2. Consumer cooperative. Consumer cooperatives, unlike production cooperatives, are created not for joint production or other economic activities based on the personal labor of the participants, but to satisfy the material and other needs of the latter. Therefore, they do not require the mandatory personal participation of their members in common affairs, but require the pooling of their property contributions. A consumer cooperative is recognized as an organization based on the principles of membership, created to satisfy the material and other needs of participants by combining their property contributions (clause 1 of Article 116 of the Civil Code). Consumer cooperatives include such cooperatives as housing and housing-construction cooperatives; garage; country houses; gardening associations; consumer societies; mutual credit societies (“mutual aid funds”); mutual insurance society (Article 968 of the Civil Code), etc. A consumer cooperative is created in accordance with the decision of its founders (members) on the basis of the charter, which is its only constituent document. In the charter of such a cooperative, along with general information, contained in the constituent documents of any legal entity, must also contain information about the amount and procedure for making share contributions by its members and about the procedure for covering losses incurred by the cooperative (clause 2 of Article 116 of the Civil Code). Members of a consumer cooperative can be both citizens and legal entities (and not necessarily commercial organizations). Consumer cooperatives must be established by at least three persons (for consumer societies, at least 5 citizens and (or) 3 legal entities are required as founders). They cannot be created by one founder or consist of the only participant(member). Management of a consumer cooperative is based on principles common to all cooperatives. The highest (will-forming) body here is the general meeting of participants (shareholders), which has exclusive competence defined by the charter. In most cases, it, as the highest body of the cooperative, is also authorized to take into consideration any issue of its activities; it also forms the executive (will-expressing) bodies of the cooperative, which are responsible for resolving all issues that are not within the competence of the general meeting. In consumer societies, councils (supervisory boards) with exclusive competence defined by the charter are created as a second, permanent will-expressing body. Such councils, if necessary, can be created in other (large) cooperatives. A consumer cooperative always has a sole executive body (chairman) and a collegial executive body (board), as well as an audit commission (or auditor), which is not its body, can be created. The executive bodies of such a cooperative are always formed from among its members and cannot be hired. Each participant in a consumer cooperative, regardless of the size of the share contribution, has one vote when making decisions at the general meeting. In accordance with the conditions stipulated by the charter of a consumer cooperative, its member also has the right to sell, inherit (by way of succession) or otherwise alienate his share and thereby withdraw from among its participants. The newly admitted shareholder as a result acquires the rights of his predecessor, including the use of the corresponding part of the cooperative property. A share in a consumer cooperative can be divided between several persons (in particular, the heirs of a deceased member) only in cases expressly provided for by law and the charter of the cooperative and not contrary to the essence of the relationship for the use of cooperative property (it is impossible, for example, to divide a share associated with the use of a one-room apartment or a land plot of less than 0.06 hectares). Therefore, alienation of a part of the share here is impossible in most cases. A member of a consumer cooperative is responsible for paying entrance, share and other (additional) fees. For failure to fulfill these obligations, a shareholder may be expelled from the cooperative by decision of its general meeting (which can be appealed by him in judicial procedure). An important duty of members of a consumer cooperative is the obligation to cover, through additional contributions, losses resulting from its activities (since the consumer cooperative does not receive income from it). A consumer cooperative must have a share (authorized) fund, which is the minimum guarantee of satisfying the claims of its creditors. A mutual fund is created from contributions from participants and must be paid by the time state registration cooperative either in full or in the amount prescribed by law for a certain type of cooperative. Consumer cooperatives are reorganized and liquidated according to general rules on reorganization and liquidation of legal entities. A special basis for their reorganization or liquidation is the full payment by members of cooperatives (or other persons entitled to share savings) of share contributions for the objects provided to them for use (apartment, dacha, garage, land plot etc.), since in accordance with paragraph 4 of Art. 218 of the Civil Code, this circumstance entails for them the emergence of ownership rights to this property and, accordingly, the termination of this right for the cooperative. In such a situation, the consumer cooperative, by decision of its general meeting, must either be transformed into another consumer cooperative (for joint operation of the remaining common objects) or into another form of non-profit organization (for example, into a homeowners’ association), or liquidated. A consumer cooperative may be declared bankrupt.

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Consumer cooperation is a socially oriented system created to satisfy the material and other needs of its members. The unification of economic entities into one whole makes it possible to multiply potential and resources, as well as solve necessary problems with collective efforts.

The activities of consumer cooperation organizations are regulated by the Law of the Russian Federation of June 19, 1992 No. 3085-1 “On consumer cooperation (consumer societies, their unions) in the Russian Federation.”

This law provides a definition of a consumer society, which practically coincides with the concept of a consumer cooperative.

A consumer cooperative (consumer society) is a non-profit organization (NPO), which is the only one that has self-financing and its own economy. This is a voluntary association of citizens and (or) legal entities, created, as a rule, on a territorial basis, on the basis of membership, by combining its members with property shares for trading, procurement, production and other activities in order to satisfy the material and other needs of its members ( Art.

1 of the Law).

Each shareholder participates in business for the sake of his own good, his own interests, thereby contributing to the optimal satisfaction of the interests of society as a whole.

In addition, a consumer cooperative is currently the only form of non-profit organization that has certain features of a commercial organization - for example, engaging in commercial activities and generating income. At the same time, income received from business activities carried out by the cooperative in accordance with the law and charter is distributed among its members.

Among the basic principles of activity, the following can be noted:

1. The interests of the participants are the highest law.

2. Management of affairs is carried out on a democratic basis.

3. The general meeting of participants is the highest governing body.

Organizational and legal forms of non-profit legal entities. Consumer cooperatives

Management and control bodies are elected and accountable to the General Meeting of Participants.

5. All shareholders have equal rights, regardless of the size of the share contribution.

7. Shareholder - central figure And social basis consumer cooperation systems.

8. Guarantee of true self-government - financial independence based on self-financing.

9. Cooperation of participants - the creation of a collective non-profit organization for self-regulation of its activities, which is aimed at meeting the needs and requirements of its members and solutions common tasks. Hence such high motivation - working for yourself, working for the benefit of everyone.

As Igor Belousov, owner of the Family Capital Group of Companies, on the basis of which the Non-Profit Consumer Society Family Capital began its operation not so long ago, notes, it is in consumer cooperation that the very seed is laid that will help Russia reach new level economic development by supporting domestic producers and offering Russians an affordable and high-quality product:

“The purpose of the Consumer Cooperation stores is to help shareholders (members) of the cooperative make a profit. A farmer, producer or someone else has joined the cooperative, and they and only they are the center of profit generation. But the store has its own costs. What to do with them? Well, let’s “cover” all these costs from the minimum allowable markup on the counter and from the contributions of the members of the cooperative themselves.

As a result of such activities, the price on the counter has decreased in relation to the same product, but sold through a different type of trade... this is a fact.

Almost all profits, with the exception of a small part aimed at covering the costs of maintaining stores, went to the manufacturer.

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Consumer cooperative. Non-profit organizations as legal entities

Consumer cooperatives

(clause 1 of article 116 of the Civil Code)

The legal status of a consumer cooperative (hereinafter referred to as the cooperative) is determined by the Civil Code (Article 116) and federal laws on certain types of cooperatives - 1) housing and housing construction (section V of the Housing Code); 2) credit (Federal Law on Credit Cooperation); 3) housing savings (Federal Law on housing and communal services); 4) horticultural, gardening and summer cottage (Federal Law on horticultural associations); 5) agricultural consumer cooperatives (Federal Law on agricultural cooperation); 6) consumer societies and their unions (Law on Consumer Cooperation).

Of all non-profit organizations, consumer cooperatives are the most commercialized. They are all allowed entrepreneurial activity within the limits permitted by law and charter. Many of them are engaged exclusively or primarily in entrepreneurial activities (agricultural consumer cooperatives and consumer societies). And some of the cooperatives are created specifically to engage in a strictly defined type of business activity (credit and housing savings cooperatives).

Consumer cooperatives are a type of cooperative partnership and therefore have much in common with production cooperatives in the institution of membership, the establishment of a cooperative, the management of a cooperative, its property isolation, etc. However, the main goal of their activities is not to make a profit, but to satisfy the material and other needs of their members (in residential premises, financial resources, goods, works and services, etc.).

At the same time, this feature turns out to be non-decisive in distinguishing a consumer cooperative from a production cooperative. Consumer cooperatives are extremely diverse. Today, among consumer cooperatives, which in Russia are not going through the best time in their history and are inferior in everything to their colleagues in the West, one can distinguish, firstly, cooperatives that are created for the acquisition and operation of common property (housing, housing construction, gardening , gardening, country, garage); secondly, cooperatives for the acquisition of property for their members (housing and savings); thirdly, cooperatives to provide financial assistance to their members - to meet the need for funds by providing loans on favorable terms (credit cooperatives, including agricultural credit cooperatives); fourthly, cooperatives for selling goods, performing work and providing services to their members on terms more favorable than for all other entities (consumer societies, agricultural consumer cooperatives).

Only cooperatives of the first and second groups can be confidently distinguished from production cooperatives on the basis of profit-making. They invest all the funds received from their members in the acquisition (construction) of property, which is transferred for use and then into ownership of their members.

Consumer cooperative - pros and cons

The difference between them is very minor. The former, losing over time the right of ownership of the property that passes to their members, gradually turn into persons engaged in servicing the common needs of the members of the cooperative - the exploitation of their common property (organizing the repair and maintenance of the building and communications, providing utilities, maintenance of the local area, water and energy supply for gardens, vegetable gardens, country houses and garages, etc. and so on.). The second (housing and savings cooperatives) are limited only to providing assistance to their members in acquiring residential premises and residential buildings into ownership on preferential terms, after which membership in the cooperative is terminated. However, neither the first nor the second, based on the main features of their organizational and legal form, should set profit-making as their main goal.

The cooperatives of the third and fourth groups are a completely different matter. They are not only engaged in making profit, but cannot exist at all without making this profit (consumer societies, agricultural consumer cooperatives, housing and savings cooperatives).

But that's not all. Main sign, which distinguishes non-profit organizations from commercial ones, ceases to apply in consumer cooperatives: the income received by the consumer cooperative from business activities (and therefore, first of all, profit) carried out by the cooperative in accordance with the law and the charter are distributed among its members (clause 5 of Article 116 GK).

Under such circumstances, the only feature that distinguishes a consumer cooperative from a production cooperative remains the sign of personal participation in the activities of the cooperative. A production cooperative is in this respect an organization similar to a business partnership, and a consumer cooperative is similar to a business company. In the first, personal participation is an indispensable requirement that prevents membership in other cooperatives; in the second, there is no such requirement and no such obstacle.

Finally, consumer cooperatives include organizations with special legal capacity. The law not only prohibits them from carrying out certain types of activities that contradict the subject and goals of their activities, but also generally any other activity other than those provided for by law (credit cooperatives, housing savings cooperatives).

This variety of cooperative forms of non-profit organizations makes it difficult for them general characteristics, since there are many more differences between them than similarities. However, they all remain cooperative partnerships, which means that they system properties either completely identical or homogeneous.

Participants (members) of the cooperative may be citizens and legal entities. The participation of legal entities is generally alien to the nature of cooperatives and, until relatively recently, was allowed only in relation to the so-called second-level cooperatives (unions of cooperative organizations). In some cases, only citizens are still allowed to be members (founders) of a cooperative (consumer society, housing and savings cooperative, horticultural, gardening, dacha cooperatives).

The number of founders/members of a cooperative is regulated by federal laws. So, in housing cooperative their number cannot be less than five, but should not exceed the number of residential premises in the cooperative being built or acquired apartment building(clause 1 of article 112 of the Housing Code). A credit cooperative can be created no less than 15 years ago individuals or 5 legal entities. A credit cooperative, whose members are individuals and legal entities, can be created by at least 7 specified persons (Article 7 of the Federal Law on Credit Cooperation). A housing and savings cooperative is created on the initiative of no less than 50 people and no more than 5 thousand people (Article 12 of the Federal Law on housing and communal services). The number of members of a horticultural, gardening or dacha non-profit association must be at least three people (Article 16 of the Federal Law on horticultural associations). An agricultural consumer cooperative is formed if it includes at least two legal entities or at least five citizens (Clause 11, Article 4 of the Federal Law on Agricultural Cooperation). The number of founders of a consumer society should not be less than five citizens and (or) three legal entities.

Membership in the cooperative arises from the moment the competent body of the cooperative makes a decision on admission to membership of the cooperative, made upon the application of the candidate. An exception is a housing and savings cooperative, in which membership arises from the moment the relevant information about the citizen who has submitted an application for admission to membership in the cooperative is entered into the Unified State Register legal entities. Accordingly, membership is terminated in this case only by the exclusion of the relevant information from the register, and not by the usual terminating facts - death, liquidation, withdrawal, exclusion from the cooperative.

Almost all consumer cooperatives, although they are cooperative partnerships, do not require their members to participate in their activities, as a result of which they can also be called non-profit cooperative societies. Participation in property through the payment of shares and other contributions in most cases is quite sufficient, so that the same person can simultaneously be a member of several consumer cooperatives. However, here there are two exceptions to this rule. An exception is an agricultural consumer cooperative created by agricultural producers and (or) citizens running personal subsidiary plots, subject to their mandatory participation in the economic activities of the consumer cooperative (Clause 1, Article 4 of the Federal Law on Agricultural Cooperation). The obligation of personal participation in business activities can be assigned to a member of a consumer society (Article 12 of the Law on Consumer Cooperation).

The rights and obligations of cooperative members are regulated by the Civil Code, laws on certain types of cooperatives and the charters of specific cooperatives. Since all cooperatives are corporations, their members are endowed with a set of rights and obligations in relation to them.

The following rights are common to members of all cooperatives: 1) participation in the management of the affairs of the cooperative, including the right to participate in the general meeting with the right of one vote and the right to elect and be elected to the bodies of the cooperative; 2) the right to receive the property of the cooperative for use, in proportion to the size of the share; 3) the preferential right to use the services of the cooperative; 4) the right to receive part of the cooperative’s income from business activities; 5) the right to receive information about the activities of the cooperative; 6) the right to freely leave the cooperative; 7) the right to receive a share contribution (the actual value of the share) in the event of withdrawal (exclusion) from the cooperative.

The right to alienate (transfer) a share to another person in a consumer cooperative is not provided for by law for all cooperatives.

The exception is housing and savings cooperatives, in which such a concession (transfer of a share to another person) is allowed without restrictions with recognition of the acquirer (recipient)'s right to join the cooperative (the acquirer cannot be denied admission to the cooperative). In agricultural cooperatives, the transfer of shares to third parties who are not members of the cooperative is permitted only with the consent of the cooperative. At the same time, its other members enjoy the preemptive right to purchase shares. In cooperatives serving common property (housing, garage) or common needs (vegetable gardening, gardening, summer cottages) of members of the cooperative, alienation of a share is also allowed and occurs simultaneously with the alienation of property owned by a member of the cooperative (apartment, garden plot, etc.). In a consumer society, a shareholder does not have such a right at all.

But in other cases of transfer of a share in all cooperatives, except for consumer societies, certain persons have the right to demand admission to membership in the cooperative (spouse, heirs, disabled dependents). In a consumer society, heirs are recognized only with the right to a share contribution and cooperative payments.

It is necessary to distinguish from the transfer of a share the cases of alienation by members of the cooperative or transfer in another way of ownership of property, the acquisition of which was conditioned by participation in the cooperative (apartments in a residential complex/housing cooperative building, land and buildings in a gardening cooperative, etc.). The presence of ownership rights to this property is in such cases (completely atypical for traditional cooperatives, but common for some Russian cooperatives - housing, housing construction, horticultural, gardening, dacha, garage) a condition of membership in the cooperative, so that its sale creates for the buyer the right to demand admission to the cooperative. The right to a share in cases of full payment of the share contribution in such cooperatives is replaced by the right of ownership of property previously transferred by the cooperative for the use of a member of the cooperative.

In certain types of cooperatives, the law and charters may provide specific additional rights to members (for example, the right to receive a share in common property in the event of liquidation of the cooperative, the right to independently manage their land plot in accordance with its permitted use and carry out the construction and reconstruction of buildings and structures on a land plot, the right to dispose within limited limits of property received for use, etc.).

The responsibilities that are the same for members of any cooperative are: 1) payment of entrance, share, and in most cooperatives also membership fees; 2) the obligation to cover losses arising from the activities of the cooperative through additional contributions; 3) carry out the decisions of the general meeting.

Along with the general ones, there are also specific responsibilities that are assigned in connection with participation in a certain type of cooperative (the obligation to develop a plot of land within a specified period of time, to participate in events held by the cooperative).

Organizational unity. The constituent document of a cooperative is the charter, the content of which is determined by the Civil Code and laws on certain types of cooperatives.

In accordance with the general requirements of the Civil Code, along with information included in the charter of any legal entity, the charter of any cooperative must contain:

1. conditions on the amount of share contributions of members of the cooperative;
2. on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violating the obligation to make share contributions;
3. on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes;
4. on the procedure for covering losses incurred by members of the cooperative.

Bodies of the cooperative the general meeting of members of the cooperative and the executive body, which is collegial (board) and individual (chairman of the board), act.

General meeting, being the highest body of the cooperative, makes decisions on the most important issues organization and activities of the cooperative. A list of them may be contained in the law, but may also be completely determined by the charter of the cooperative. Moreover, as a rule, there is no issue related to the activities of the cooperative that could not be considered at the general meeting, including issues of its current economic activities. The most indicative in this regard is Art. 17 Federal Law on Credit Cooperation: the general meeting of members of a credit cooperative is entitled to consider any issue related to the activities of the cooperative and make a decision on this issue if it is submitted on the initiative of the board of the credit cooperative, the sole executive body of the credit cooperative, the control and audit body of the credit cooperative, the loan committee of the credit cooperative or at the request of at least one third of the total number of members of the credit cooperative (shareholders).

The general meeting forms the executive bodies of the cooperative from the members of the cooperative - the board of the cooperative, and then elects the chairman of the board from among its members. The powers between them are distributed by the charter, but the law, as a rule, reserves for the chairman the authority to carry out transactions on behalf of the cooperative and perform other actions on behalf of the cooperative without a power of attorney.

Of all cooperatives, the most specific management organization is distinguished by housing and savings cooperatives, in which the board and the chairman of the board are not among the executive bodies, but occupy a position reminiscent of the position of the supervisory board in business companies. The executive bodies in them are the sole executive body of the cooperative - the director - or the sole executive body of the cooperative - the director - and the collegial executive body of the cooperative - the directorate. They are appointed or elected by the board of the cooperative and are accountable in their activities to the board and the general meeting.

Agricultural cooperatives provide for the mandatory creation of a supervisory board, which gives opinions on issues of admission and exclusion from members of the cooperative, which controls the board and its chairman or executive director, who has the right to convene a general meeting.

In a consumer society, along with the meeting of shareholders, the representative body is the council, which manages the affairs of the company in the period between general meetings. The executive bodies of the company are the board and the chairman of the board.

Property isolation of the cooperative is expressed in the presence of an independent balance and ownership of property transferred to it by members of the cooperative and acquired by it at the expense of funds received and income from business activities. The cooperative opens one or more bank accounts to store funds and settle obligations, and notifies the tax authorities of this.

Independent property liability of the cooperative, understood as full responsibility funds in the bank accounts of the cooperative and property owned by it is supplemented, firstly, by the obligation of the members of the cooperative to cover losses resulting from the activities of the cooperative at the expense of their own property - additional contributions. This obligation cannot be considered as liability, since the decision to pay additional contributions must be made by the general meeting of the cooperative and, in case of refusal, may entail the liquidation of the cooperative in court at the request of creditors. Secondly, members of cooperatives bear subsidiary property liability for the obligations of cooperatives within the limits of the unpaid portion of additional contributions, when the obligation to make such payments is established by a decision of the general meeting.

Foreclosing on a cooperative member's share is permitted if he does not have other property sufficient to satisfy the demand. The consequence of foreclosure on a share may be exclusion from membership of the cooperative if, in order to satisfy the claimant's demand, the cooperative fully pays the actual value of the share (the entire share contribution).

Name of the cooperative must contain an indication of the main purpose of its activities, as well as either the word “cooperative”, or the words “consumer union” or “consumer society” (clause 3 of Article 116 of the Civil Code). Since this name is not a corporate name, it is not protected by exclusive rights.

34. Consumer cooperatives as legal entities.

Article 4. Agricultural consumer cooperatives

1. An agricultural consumer cooperative is recognized as an agricultural cooperative created by agricultural producers and (or) citizens running personal subsidiary plots, subject to their mandatory participation in the economic activities of the consumer cooperative.

(see text in previous)

ConsultantPlus: note.

From January 1, 2019, Federal Law dated July 29, 2017 N 217-FZ amends paragraph 2 of Article 4.

2. Consumer cooperatives are non-profit organizations and, depending on the type of their activities, are divided into processing, marketing (trading), service, supply, horticultural, gardening, livestock and other cooperatives created in accordance with the requirements provided for in paragraph 1 of this article to fulfill one or more of those specified in this article on types of activities.

(as amended by Federal Law dated November 3, 2006 N 183-FZ)

(see text in previous)

3. Processing cooperatives include consumer cooperatives engaged in the processing of agricultural products (production of meat, fish and dairy products, bakery products, vegetable and fruit products, products and semi-finished products made from flax, cotton and hemp, timber and lumber and others).

4. Marketing (trading) cooperatives carry out the sale of products, as well as their storage, sorting, drying, washing, packaging, packaging and transportation, enter into transactions, conduct market research, organize advertising of these products, and more.

5. Service cooperatives carry out mechanization, agrochemical, reclamation, transport, repair, construction works, as well as insurance services (insurance cooperatives), scientific and production, legal and financial consulting, electrification, telephone installation, sanatorium and medical care, issuing loans and saving money (credit cooperatives) and other works and services.

(Clause 5 as amended by Federal Law dated November 3, 2006 N 183-FZ)

(see text in previous)

6. Supply cooperatives are formed for the purpose of purchasing and selling means of production, fertilizers, lime materials, feed, petroleum products, equipment, spare parts, pesticides, herbicides and other chemicals, as well as for the purpose of purchasing any other goods necessary for the production of agricultural products; testing and quality control of purchased products; supplies of seeds, young livestock and poultry; production of raw materials and materials and their supply to agricultural producers; purchases and supplies to agricultural producers of consumer goods they need (food, clothing, fuel, medical and veterinary drugs, books and others).

ConsultantPlus: note.

From January 1, 2019, Federal Law dated July 29, 2017 N 217-FZ amends paragraph 7 of Article 4.

12. Consumer cooperatives

Horticultural, gardening and livestock cooperatives are formed to provide a range of services for the production, processing and marketing of crop and livestock products.

8. The procedure for creating a credit consumer cooperative for the purpose of issuing loans to members of this cooperative and saving their funds, the procedure for the activities of a credit consumer cooperative, the rights and obligations of members of a credit consumer cooperative are determined by this Federal Law.

(Clause 8 as amended by Federal Law dated November 3, 2006 N 183-FZ)

(see text in previous)

9. Lost power. — Federal Law of November 3, 2006 N 183-FZ.

(see text in previous)

10. The procedure for the formation and activities of insurance cooperatives, the rights and obligations of their members are determined by this Federal Law and the laws governing the procedure for the creation and activities of insurance cooperatives.

(see text in previous

The paragraph is no longer valid. — Federal Law of November 3, 2006 N 183-FZ.

(see text in previous)

11. A consumer cooperative is formed if it includes at least two legal entities or at least five citizens, unless otherwise provided by this Federal Law. In this case, a legal entity that is a member of the cooperative has one vote when making decisions at the general meeting.

(as amended by Federal Laws dated June 11, 2003 N 73-FZ, dated November 3, 2006 N 183-FZ)

text in previous)

12. Two or more production and (or) consumer cooperatives can form consumer cooperatives at subsequent levels, up to all-Russian and international consumer cooperatives. Only cooperatives of the previous level can be members of a cooperative at a subsequent level.

(as amended by Federal Law dated November 3, 2006 N 183-FZ)

(see text in previous)

ConsultantPlus: note.

From January 1, 2019, Federal Law dated July 29, 2017 N 217-FZ amends paragraph 13 of Article 4.

13. At least 50 percent of the volume of work (services) performed by servicing, processing, marketing (trading), supply, horticultural, vegetable and livestock cooperatives must be carried out for members of these cooperatives.

14. The name of the consumer cooperative must contain an indication of the main purpose of its activities, as well as the words “agricultural consumer cooperative.”

(as amended by Federal Law dated June 11, 2003 N 73-FZ)

(see text in previous