Legal analysis of all forms of cooperatives provided for by the legislation of the Russian Federation for the construction of a residential building

The concept of a consumer cooperative, types and functions

The concept of this organization is given in Art. 123.2 Civil Code. A consumer cooperative is an association of citizens and (or) legal entities of a voluntary nature, realized as a result of their pooling of share property contributions.

This concept contains the main characteristics of an organization:

Uniting homogeneous interests. Consumer cooperatives serve as an opportunity to meet similar needs of members. An example would be an organization that unites garage owners. It is non-profit in nature, which makes it different from a production cooperative.
The property basis of the activity is the share contribution of each participant. Members of the organization jointly finance the implementation of common interests.
Unlike a production cooperative, its membership can include both citizens and legal entities.
Participants acquire a special legal status as members of a consumer cooperative.

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Can they be considered non-profit organizations?

In accordance with the 2021 law, consumer cooperatives are associations of people or organizations that have similar needs, not necessarily just material ones.

Individuals and legal entities over the age of 16 can act as founders.

3 organizations or 5 citizens – the minimum constituent composition. The garage-consumer cooperative must also obey this rule.

In associations such as a non-profit consumer cooperative, property is formed by shares and other types of contributions.

Those who enter them have the following rights:

Participation in society and withdrawal from it, with voluntary consent.
Conducting community activities. Every member of a building cooperative can become a manager.
Receiving cooperative payments.
Having an advantage over other clients in obtaining certain goods and services. This is how the dacha consumer cooperative works.
Sales through a consumer society of goods or products that were personally produced.
Using a variety of benefits provided by production and consumer cooperatives.
An advantage over others when joining a cooperative.
If necessary, go to court with complaints against the actions of control authorities.

The agricultural consumer cooperative itself, like its other types, becomes the owner of the property provided as shares.

The Civil Code of the Russian Federation refers to cooperatives as non-profit organizations. But they are given the opportunity to conduct business activities in order to achieve certain statutory goals.

To satisfy its interests, a non-profit consumer cooperative can establish any entrepreneurial company in any field of activity.

The main condition is the mandatory distribution of part of the profit between the participants.

A construction cooperative and other similar associations are something between commerce and something that goes beyond it.

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Types of consumer cooperatives

The basis for the classification of these organizations is the type of activity they carry out. An agricultural consumer cooperative is associated with the production and sale of agricultural products (this status is possible even when conducting activities of a production nature). The housing construction consumer cooperative carries out the construction of residential real estate and its management functions in the interests of apartment owners.

A mutual insurance company accumulates funds to cover possible losses of its members. The number of types of consumer cooperatives corresponds to the number of areas in which the interests of each member who is ready to make a share contribution can be realized.

The Law on Consumer Cooperation provides for a special classification.

It includes the following types of organizations:

A consumer society created on a territorial basis.
The Union of Consumer Societies, which includes the persons specified in the previous paragraph, uniting them over a larger territory.

Agricultural cooperatives: goals

Even before the creation of an association, participants must determine for what purpose a particular step is being taken.

Or an agricultural consumer cooperative is created.

The operating principles in this sector can also be applied to other areas.

The principles themselves can play a role and goals:

Creation of democratic governance.
Voluntary membership only.
Mutual assistance, economic benefit.
Additional or subsidiary liability of participants.
Distribution of profits according to the contribution of each member.
Priority of interests of members of the association.

An agricultural consumer cooperative is needed to achieve goals and objectives by combining funds and available tools into one fund.

Each participant must have their own membership book.

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Requirements for the charter of a consumer cooperative

General requirements for what the charter should contain are contained in Part 2 of Art. 123.2 Civil Code. It may be supplemented by separate laws.

According to the basic norm, the charter must include the following:

Name information. In this case, it is necessary to indicate the main field of activity and the word “cooperative”. In the case of establishing a mutual insurance company, the law requires the inclusion of the phrase “consumer society”.
Location, which refers to a populated area.
Information about the goals and subject of the activity.
The rules by which the share contribution is transferred, including its size and composition, as well as liability in case of ignoring this obligation.
Each governing body, its powers and the rules for making decisions must be indicated.
The rules by which the cooperative's losses are covered.

The Law on Consumer Cooperation puts forward a number of additional requirements for such societies. According to Art. 9, the charter must contain the procedure for joining and leaving shareholders, as well as procedures for liquidation and reorganization.

Charter and capital

The Civil Code of Russia in Article 116 considers all legal nuances of the activities of consumer cooperation without exception. In particular, its main constituent documents are the standard format Charter, approved by the meeting of participants and duly registered with municipal authorities. The charter of a consumer cooperative must necessarily contain the following positions.

Full and abbreviated name of the cooperative.
Legal and actual address of location.
Determination of the amount and procedure for making a share contribution, the nature of responsibility for possible delay.
The conditions regulated by law for the procedure for liquidating the unprofitability of an enterprise, compensation for losses. They are covered no later than three months after the publication of the annual reports, in terms of balance sheet data.

The object of regulation in the civil legal field is the liquidation process and other aspects stipulated by law that are not within the scope of judicial review.

The mandatory procedures for creating a PC include the formation of a share or authorized fund. This is the minimum guarantee to satisfy possible creditor claims. The minimum amounts of the fund and its size are provided for by federal legislation. Its peculiarity is that at the time of registration of the cooperative, shares must be contributed in full as established by the Charter. Otherwise, registration will not take place.

State regulations also consider the creation of other funds, which are formed by membership fees. We will talk about the rights and obligations, responsibilities and number of participants in a consumer cooperative below.

Features of membership in a consumer cooperative

As a general rule, any individual who has reached the age of 16 and has paid the contribution required by its charter can be a member of a consumer cooperative. Its status is confirmed by the issued document.

Usually this is a membership book. According to the law, the status of a shareholder appears at the moment when the required contribution is paid in full.

The difference from a production cooperative is the possibility of organizations creating a consumer society. An example is a mutual insurance company.

Art. 11 of the Law on Consumer Cooperation establishes the rights of shareholders, which include:

The ability to join or leave the cooperative.
Be a member of the governing body of the cooperative.
Receive payments from the profits of the cooperative.
A preferential opportunity to use the services of the cooperative over citizens who are not members of it.
Receive benefits.
Hand over the products manufactured by it to the cooperative for subsequent sale.
Contact any governing body regarding the activities of the organization.

Members of a consumer cooperative are not required to enter into labor relations with it. This is the main difference from a production cooperative.

The minimum number of members is 5 individuals or 3 legal entities.

Creation conditions

The basis for the registration of a new public economic entity is the Minutes of the meeting of its members, compiled lists of participants and the Decision, which stipulates the formation of the authorized capital. Since the property issue is the basis for membership in the cooperative, statements with an exact listing of the property contributed by each participant to the common fund are attached to the Decision. The founders can be legal entities - enterprises, firms and organizations and individuals - people who have citizenship of the Russian Federation and have reached the legally established age of majority in accordance with paragraph 2 of Art. 26 Civil Code of Russia.

To register with local authorities, citizens should attach certified copies of personal documents - passport and TIN code, as well as confirmation of ownership of the property being contributed. These may be privatization acts, deeds of gift or will, checks, purchase receipts, invoices and other documents confirming the legality of ownership of real estate or this or that property. When depositing a sum of money, you must provide a tax return to establish the legality of the funds received.
For a legal entity, you must provide copies of all constituent documents, documents on the ownership of the property provided as a share, Inventory reports and records of material assets, the company’s balance sheet for the past two years, tax reporting on profits for the past calendar year. If necessary, you may need a bank certificate about the movement of funds in accounts.

A consumer cooperative cannot be created in the person of a sole founder or at the expense of shares of one member. There must be at least three persons; other quantitative composition is determined by federal legislation on an individual basis.

About the authorized capital of a consumer cooperative

Management in a consumer cooperative

The Law on Consumer Cooperation provides for 3 levels of management in a consumer society.

The General Meeting of Participants is the highest body that has the right to make any decisions, incl. repealing acts of executive bodies. During his activities, a protocol is kept.

In the case of a large number of members or activities over a large territory, it is permissible to hold a meeting of authorized representatives (delegates). This body does not have the right to make decisions on the creation of unions, joining them, as well as on reorganization.

The Consumer Society Council is an intermediate body designed to represent the interests of shareholders on an ongoing basis. He is appointed based on the decision of the general meeting. The chairman of the board, also appointed by the general meeting of shareholders, acts on behalf of the organization without a power of attorney.

The board of the consumer society serves as the executive body carrying out the economic activities of the organization. It is formed by the council. The Chairman of the Board is appointed in the same manner. He, like the chairman of the board, acts on behalf of the consumer cooperative without a power of attorney.

The charter must contain the powers of each body, taking into account their exclusive competence.

An audit body is created in the organization to monitor the quality of management in it.

Registration: what are the rules?

Registration is a mandatory procedure, and a consumer credit cooperative is no exception.

It is carried out in the same way as in the case of establishing an ordinary legal entity.

The package of documents for the registration authority consists of the following items:

A receipt confirming the payment of state duty.
Constituent documents.
A separate message where the decision to create a company was made.
Application using the approved form.

A registration certificate is needed to confirm that the organization of a consumer cooperative has been completed.

This means that the association acquires legal capacity, responsibilities along with rights.

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Features of the reorganization of consumer cooperatives

Part 3 art. 123.2 of the Civil Code establishes a number of restrictions related to the possibilities of transforming consumer cooperatives.

This is possible only in cases where, as a result of the procedure, a public organization, association or union, autonomous non-profit organization, or a foundation is created.

Special rules have been established for certain types of consumer cooperatives. A housing cooperative or housing cooperative can change its legal form exclusively to a real estate ownership partnership.

For a mutual insurance company, only transformation into an insurance company in the form of a JSC or LLC is provided.

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The role of cooperatives

In the USSR in 1988, through the USSR Law of May 26, 1988 N 8998-XI “On Cooperation in the USSR,” cooperatives were made the main organizational and legal form of developing large-scale private business activities in the country. The first cooperative under the new law was registered on July 6, 1988 in Moscow - the “Development” cooperative.[3]

In 1992, the UN General Assembly proclaimed a holiday - International Cooperative Day, which has since been celebrated annually.

The UN General Assembly declared 2012 the International Year of Cooperatives, highlighting the contribution of cooperatives to socio-economic development. In resolution 64/136 of 18 December 2009, the General Assembly noted the role of cooperatives in poverty reduction, employment and social inclusion.