Article 123.12 of the Civil Code of the Russian Federation. Basic provisions on the partnership of real estate owners (current version)

Partnership of real estate owners and the purpose of its creation

According to Part 1 of Art. 123.12 of the Civil Code of the Russian Federation, a partnership of real estate owners is a voluntary association of owners of real estate for the joint use and disposal of this property.

TSN unites not only the owners of premises in an apartment building, but also neighbors in summer cottages, several nearby residential buildings, as well as owners of parking spaces, garages and other buildings.

The goal of TSN is not to make a profit, but to ensure maximum improvement of the premises and territory, as well as provide legal protection of property. The partnership can carry out activities for profit. But income cannot be distributed among the members of TSN - entrepreneurship must serve the purposes for which the partnership was created (clause 1 of article 50, article 65.1, 123.13, 218 of the Civil Code of the Russian Federation).

TSN management bodies are selected from among property owners. To such bodies, Part 2 of Art. 123.14 Civil Code of the Russian Federation, art. 150 Housing Code of the Russian Federation includes:

• general meeting of TSN members (supreme management body);
• TSN board and its chairman (executive body);
• audit commission.

In an apartment building, a partnership of real estate owners, like a HOA, is created by decision of the general meeting of owners (Article 136 of the Housing Code of the Russian Federation). TSN is considered created if it is registered as a legal entity in accordance with the requirements of Federal Law No. 129-FZ dated 08.08.2001.

Conditions for creating TSN

According to Art. 136 of the Housing Code of the Russian Federation, owners of premises in one apartment building can create only one homeowners’ association.

A homeowners' association can be created:

• owners of premises in several apartment buildings, if the houses are located on land plots that have a common border and networks of engineering and technical support, other infrastructure elements intended for joint use by the owners of the premises. Documents confirming the common border are contained in the Unified State Register of Real Estate.
• owners of several nearby residential buildings, country houses with or without personal plots, garages and other objects, if the houses are located on land plots that have a common border and utility networks, other infrastructure elements that are designed to serve more than one residential Houses.

A homeowners' association is a legal entity from the moment of its state registration. State registration of a partnership of real estate owners is carried out in accordance with the legislation on state registration of legal entities.

Here you can download sample documents for TSN registration

If you have any questions about creating an HOA - TSN in your home, please contact us.

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Since 2014, HOAs have not been registered

According to Federal Law No. 99-FZ dated May 5, 2014, starting from September 1, 2014, HOAs cannot be created and registered. Owners of premises in an apartment building who decide to create a partnership can only unite in TSN - it will no longer be possible to register another form.

Only those HOAs that were registered before the adoption of No. 99-FZ continue to operate. According to clause 6, part 8, art. 3 No. 99-FZ, all the requirements of Art. Art. 123.12–123.14 of the Civil Code of the Russian Federation concerning TSN. Moreover, when legally significant documents are changed, these HOAs are required to go through the procedure of renaming into TSN and make adjustments to the charter (Part 7, Article 3 No. 99-FZ).

Charter and obligations of TSN

The charter of the real estate owners' association is adopted at a general meeting. Such a meeting is held in the manner prescribed by Art. 45–48 of the Housing Code, by a majority vote of the total number of votes of the owners of premises in an apartment building.

The number of TSN members who created the partnership must exceed 50% of the votes of the total number of votes of the owners of premises in an apartment building.

A partnership of real estate owners is created without limiting the period of activity, unless otherwise provided by the charter of the partnership.

TSN is liable for its obligations with all its property. But is not responsible for the obligations of the members of the partnership. Members of the partnership of real estate owners are not liable for the obligations of the partnership.

Multi-house HOAs
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Management and execution bodies of TSN and HOA

Civil Code of the Russian Federation in Art. 65.3 contains a list of issues that fall within the competence of the highest management body of TSN or HOA - the general meeting of members of the partnership. The General Meeting approves and changes the charter, approves annual reports, elects the audit and audit commissions, decides on the reorganization or liquidation of the partnership, and sets the amount of mandatory payments and contributions.

The executive body of the partnership is the board and its chairman, who, according to Art. 148 of the Housing Code of the Russian Federation, are obliged to:

• control the timely payment by members of the partnership of payments and contributions approved at the general meeting;
• prepare estimates and reports on financial activities for general meetings of owners;
• enter into agreements for the management of an apartment building;
• conduct office work, personnel work, accounting;
• enter into contracts for the maintenance, operation and repair of common property of apartment buildings;
• convene and hold a general meeting of members of the partnership;
• maintain a register of members of the partnership.

Rights and obligations

The will of the owners is implemented through the board of the partnership, which, in turn, has both certain rights and obligations. The chairman of the board within a real estate owners' association can:

• sign contracts for the maintenance of premises and provision of necessary services
• establish and adjust cost estimates for the approved period
• familiarize yourself with the statutory, technical, accounting reports/documentation of any member of the partnership
• perform work for the organization or entrust it to other companies, self-employed individuals, while paying for these services at a pre-agreed and written confirmation rate, as well as transferring material assets provided for under the contract (if necessary for the implementation of the agreed work), including those belonging to the partnership

The organization, represented by its participants, is obliged to ensure compliance with its own charter and other current regulations, as well as signed agreements, monitor the maintenance of cleanliness, proper sanitary and technical condition of the property, and monitor compliance with the rights and interests of participants. Also, the partnership is obliged to take appropriate measures if third parties complicate the implementation of the charter and interfere with the implementation of the rights of ownership and disposal of TSN participants, and to represent interests before third parties.

Housing and communal services consulting

Changing the name of a legal entity in connection with bringing it into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) does not require changes to the title and other documents containing its previous name. The constituent documents of such legal entities, until they are brought into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law), are valid to the extent that they do not contradict these norms .

1. The decision of the meeting is considered adopted if the majority of the meeting participants voted for it and at least fifty percent of the total number of participants in the relevant civil law community participated in the meeting.

TSN registration

Creating a TSN is not difficult, you just need to follow the simple step-by-step instructions.

The procedure for creating a real estate owners' association:

• Making a decision on the creation of a partnership, its name, composition and location
• Drawing up the Charter, register of participants, collecting applications for membership
• Drawing up minutes of the meeting in the prescribed form, which displays the step-by-step actions (making suggestions, comments) of the meeting participants
• Registration of a newly formed legal entity with government agencies

Price

The cost of creating a partnership of real estate owners is determined by the amount of state duty that is valid at the time of formation of the legal entity (about 4000 rubles). The fees that members choose to contribute monthly, annually, or as a one-time payment to the organization's social fund are unique to each owner's association.

Documentation

The document evidencing the creation of TSN is the minutes of the meeting of participants, which indicates the date of creation, name, composition of the organization’s participants and information about them and their real estate included in the TSN organization. The protocol also reflects the essence of the negotiation process, a description of the voting results for the selection of the board and members of various organs of the organization, the names of the speakers and their proposals. Also, for official registration, you need to submit to the tax service an application for the creation of a TSN partnership, the Charter of the organization, and a receipt for payment of state duty.

Deadlines

To make the creation of a TSN legal, it must be registered with the relevant government agencies. There are certain deadlines for this. After completing the necessary documents, the responsible person from the partnership must submit them to the Federal Tax Service Inspectorate (Inspectorate of the Federal Tax Service) for the formation of a taxation system in the organization (if the partnership is a commercial type). Registration is carried out by authorized government officials within five working days.

TSN or HOA - what's the difference?

Later, the Federal Law of May 23, 2015 No. 133-FZ “On Amendments to Part One of the Civil Code of the Russian Federation and the Federal Law “On Political Parties” was issued. In accordance with it, changes were made to paragraph 1, paragraph 1 of Article 54 of the Civil Code.

According to these changes: HOAs established before May 23, 2015 already as TSN or renamed TSN must make changes to the charter. In the name of such organizations it is necessary to state that they are an HOA, which, in turn, is a type of TSN. There is no specified time frame within which organizations must make these changes. As soon as a meeting of HOA members makes a decision to amend any part of the charter, then clarifications on the name will be made. When registering an organization after May 23, 2015, the HOA should be indicated in the name, and the HOA should be indicated in the charter, which is created in the organizational and legal form of TSN. Thus, the charter will contain the wording of the HOA, but in fact the charter will indicate that the HOA is a type of TSN.

We recommend reading: Tax Deduction When Buying an Apartment with a Mortgage Documents to the Tax Office

The main goals and objectives of TSN activities

The main task of TSN is property management. A partnership is a legal entity to which the owners transfer their property or share in property for management. The owners pay the partnership to manage the property. Therefore, TSN is a paid partnership, but its goal is not to make a profit, but to directly manage property in order to realize the rights and interests of the owners.

That is why in a partnership there is both common property and the property of each of the partners. Thus, relations in a partnership of real estate owners are built according to a simple scheme: TSN manages the property, and each of the partners pays for this service (makes contributions to TSN).

The TSN charter spells out specific types of activities that TSN has the right to carry out in order to fulfill the main task of its activities, i.e. management. The partnership can only engage in those types of activities that are expressly stated in the Charter and are not prohibited by law.

Creation and membership of TSN



The basic rules for creating a TSN are prescribed in Article 123.12/14 of the Civil Code of the Russian Federation. In order for TSN to work and ensure the interests of members, it must be registered as a legal entity. To do this, you must perform the following procedures:

1. Hold a meeting of all property owners. The minutes of the owners' meeting raise the issue of creating TSN. The decision must be made unanimously, otherwise the decision to create is considered not made. The minutes must be signed by the chairman of the meeting and the secretary, and also have a separate tab with the signatures of all persons present and voting at the meeting “for” or “against” the decision.
2. Approve the TSN Charter at the meeting (the requirements for the charter are determined by the Civil Code of the Russian Federation).
3. Have the form for registration of a legal entity certified by a notary.
4. The registration of TSN is handled by the tax office, so registration documents are sent to the Federal Tax Service office. The Form certified by a notary, two editions of the Charter, as well as the protocol itself, in which the decision to create the TSN, is submitted to the Federal Tax Service.

In order to become a member of TSN, an individual or legal entity must submit an application to become a member of TSN. When creating TSN, the owners who voted for the creation of the partnership also submit an application to join it. The application must indicate the object owned by right of ownership, as well as attach a copy of the document certifying this fact (or submit the original).

TSN: what are the main pros and cons of the partnership

If you are considering whether to join TSN, then first of all you need to think about the disadvantages and risks of partnership. The immediate disadvantages of membership in TSN include:

1. TSN, like any legal entity, even though it is a non-profit organization, can declare itself bankrupt. This means that property owners, members of TSN, do not have any guarantees for the return of invested funds.
2. TSN, of course, acts in the interests of its comrades, but this does not mean that the opinion of each comrade will always be taken into account, so there is a risk of not ensuring the interests of any of the comrades. For example, if a person considers it inappropriate to rent out premises, but the highest management body still decides to conclude a lease agreement in relation to the object.

This is probably where the disadvantages of membership in TSN end; there are clearly more advantages of such an association for property owners. But the risk is always worth considering. The advantages of TSN are as follows:

• in the possibility of decision-making by all members of the partnership;
• in the legislative regulation of the activities of TSN;
• property owners have a real opportunity to manage property through an elected body;
• the opinions of all members of the partnership are taken into account;
• transparency in management (constituent documents and reporting are available to every member of TSN);
• at the meeting, the terms and amount of contributions, the terms and procedure for property management, and the types of contracts to be concluded on behalf of TSN are approved.

Creation and registration of TSN (HOA) in an apartment building

In this article, you can learn the algorithm for creating a TSN (HOA) in apartment buildings, as well as see the prices of our company for assistance in creating a TSN in an apartment building and estimate the amount of work that we provide within this price.

There are few companies on the market that specialize in creating such partnerships. Firstly, in each individual region of our country there is little demand for this service. Secondly, the area is quite complex, there are many pitfalls that are incomprehensible even to a lawyer of a different practice.

We solved the problems of demand and registration experience by having our company’s lawyers, located mainly in Moscow, help register TSN throughout Russia . Moreover, we have created and are creating TSN not only in apartment buildings, but also in cottage villages , office buildings, apartments , garage complexes , and land plots. As a result, over the years of practice in creating partnerships of real estate owners, we have enormous experience in registering TSN in different parts of our country.

The creation of TSN in an apartment building is regulated by the Housing Code of the Russian Federation. The creation of TSN certainly entails a change in the way an apartment building is managed. At the same time, TSN is authorized to manage an apartment building from the moment of registration of the Partnership, even before receiving technical documentation from the previous management organization.

WHAT DO WE NEED FROM YOU?

You will need to find an initiative group of owners in order to initiate a general meeting of property owners, send out notices and count votes. Only the owner has the right to initiate a general meeting and create a TSN.

It is necessary to hold a general meeting of property owners on the creation of TSN and correctly document the results of the meeting so that no one can challenge the results of the meeting in court.

SCOPE OF OUR WORK:

1. prepare background information about the “pros” and “cons” of TSN as a form of association , analysis of typical misconceptions and objections of opponents of TSN;
2. prepare a written consultation on choosing the TSN form;
3. prepare a written consultation on the specifics of TSN operation at a specific facility, depending on the type of property;
4. prepare a written consultation on the procedure for holding a general meeting for the initiative group of owners;
5. advise the initiative group on issues of holding a general meeting orally and by e-mail;
6. develop an agenda for the general meeting;
7. prepare regulations for the general meeting;
8. prepare instructions for owners on voting procedures;
9. prepare the text of the notice to owners about the meeting;
10. prepare registration sheets for delivery of notifications ;
11. develop a Regulation on notifying owners via SMS, email or instant messengers (for the convenience of holding future meetings);
12. provide a form of proxy for voting for individuals and legal entities;
13. develop a form of ballots for individuals (owners) to vote at the meeting;
14. develop a form of ballots for legal entities (owners) to vote at the meeting;
15. draw up registration sheets for meeting participants (if the meeting is held in person);
16. develop a TSN charter to suit your needs (our author’s charter, not a standard one);
17. prepare a covering letter for the charter in order to explain its features;
18. to the TSN charter that do not contradict the law ;
19. develop a protocol for the counting commission (if it is selected);
20. draw up minutes of the general meeting of premises owners;
21. prepare all attachments to the minutes of the general meeting;
22. prepare minutes of the board meeting on the selection of the chairman (in case the charter places the choice of the chairman within the competence of the board)
23. fill out form P11001 for registration of TSN;
24. prepare a written consultation on TSN taxation systems;
25. prepare a notification for the Federal Tax Service about the transition to the selected taxation system;
26. advise the applicant on the procedure for registering a TSN with the tax authorities;
27. work with objections from the registration authority , if any. Make necessary amendments to documents as directed by Federal Tax Service employees;
28. appeal the refusal to register TSN in an administrative manner (if necessary) - in terms of writing a complaint;
29. prepare a notice of the results of the meeting;
30. provide an application form for membership in TSN;
31. provide information on the necessary first steps after registering TSN;
32. provide a 20% discount on legal services if opponents of TSN file a lawsuit to challenge the general meeting of owners to create the Partnership.

BEWARE OF OUR COMPETITORS

Unfortunately, there are many unqualified lawyers working in our profession, and sometimes there are simply scammers. When selecting a lawyer or law firm to register a TSN, pay attention to the following aspects:

• There are only two types of TSN : either TSN of the HOA type (according to the Housing Code of the Russian Federation), or TSN of the SNT type (according to Law 217-FZ on horticulture). This is enshrined in Part 1 of Art. 123.12 of the Civil Code of the Russian Federation. If you hear from a lawyer that there are types of TSN not named in the law, such as “TSN of land plots” or “TSN of offices” or “TSN of apartments”, which are not regulated by any law or are regulated only by the Civil Code of the Russian Federation and nothing else, with such It is better not to cooperate with “lawyers”.

• TSN registers only the Federal Tax Service! If a “lawyer” says or writes on the company’s website that TSN will be registered with the Ministry of Justice , then this is a person who has definitely never registered TSN in his life;

• If a lawyer or a company’s website in any way refers to the Federal Law “On Non-Profit Organizations” dated January 12, 1996 No. 7-FZ, it is better not to work with them. A person “out of the loop” may think that if TSN is a non-profit organization, then the law on non-profit organizations applies to it. But a specialized lawyer must know that in part 3 of Art. 1 of this law states that this law does not apply to TSN, SNT, ONT, HOA. This law does not regulate the activities of partnerships in any way, although they are non-profit organizations.

• They promise to register TSN in three days . This is purely technically impossible, because notification of a general meeting of owners (at which the decision to create a TSN is made) is made at least 10 days before it is held, then the day of the meeting, then the submission of documents and registration. Total minimum two weeks. You can only talk about three days if you have all the ready-made printed documents in your hands and you contact a lawyer to submit them to the Federal Tax Service. But courier delivery of documents to the Federal Tax Service cannot be called a legal service for creating a TSN.

• “Registration for the sake of registration itself” or “how to quickly make money.” Some of our competitors, when creating a TSN, deliberately mislead their clients by saying that to create a TSN, three owners are enough (if the TSN is of the HOA type) or seven owners from the entire gardening industry (if the TSN is of the SNT type). They will lie about the type of HOA, saying that the Housing Code of the Russian Federation does not apply to offices, garages, apartments, so there is no need to hold a general meeting. They will show an article about SNT. 10 of Law 217-FZ, where it is written that the minimum number of founders = 7, however, they are silent that the minimum number and a sufficient number of founders in the case of a client are not at all the same thing (see parts 4, 5, 9 of Art. 23 of Law 217-FZ). Technically, they will be right, because such a TSN can be registered, there are a lot of such examples (the tax office does not check the correctness of the creation of the TSN itself). TSN has been registered, which means their contract has been fulfilled. However, after such registration, the creation of the TSN can be declared invalid in court, and quite simply, since the decision of the meeting, taken without the quorum required by law, is void. But the “lawyers” won’t care anymore, because they did their job and received the money. Why lie to clients? The answer is simple: they lie in order to quickly register TSN and get money. It is possible to create a TSN for three owners (incorrectly) on a turnkey basis in a week, but according to the law, holding a meeting can take six months or a year, which is of little interest to anyone. However, we need this because we not only create TSN, we work with them after state registration.

You will never hear such nonsense from our employees.

WHO SUBMITS DOCUMENTS FOR TSN REGISTRATION

Documents for registration of TSN are submitted to the Federal Tax Service (FTS). The documents are submitted by the applicant, who is selected at the general meeting from among the owners.

It will be possible to submit documents for registration of TSN to the registration authority independently and free of charge - by personally submitting documents to the Federal Tax Service .

You can submit documents for registration and receive a decision on registration entirely through a notary without visiting the Federal Tax Service. If the applicant registers TSN through a notary, there is no need to pay a state fee, but the notary fee is approximately 5,000 - 5,500 rubles (in fact, it includes a state fee of 4,000 rubles and notary services). Not every notary deals with the registration of legal entities, so this needs to be clarified in advance.

It is possible to submit documents to the Federal Tax Service through a representative, but this is not profitable, since a notarized power of attorney must be issued for the representative, the cost of which is identical to the cost of submitting documents through a notary. Hiring a lawyer to submit documents to the Federal Tax Service will cost much more than the services of a notary, so there is no need for our services.

DEADLINES

Compiling and sending out notifications will take approximately a week. Then there is a period of 10 days before holding a face-to-face discussion of the agenda items. Minimum 2 weeks for absentee voting. Counting of votes and registration of voting results – 2 days. Registration of TSN with the tax authorities takes a week. Total about two months.

PRICE

The entire scope of work described costs 28,000 rubles. Payment is made in stages: 14,000 rubles will be an advance payment, another 14,000 rubles will be paid when the Partnership is registered. Please note that this cost does not include the lawyer’s visits to the meeting and the submission of documents to the Federal Tax Service. It is better to negotiate these services separately, since the price will depend on the subject of the Russian Federation in which you create your partnership.

PAYMENT METHODS:

We are ready to consider any of your needs and requests and offer you an individual procedure and an individual price, depending on the volume of services you need and what budget you are counting on.

OPERATING PROCEDURE

We enter into an agreement with you for the provision of services. The agreement can be signed in our office or exchange copies by mail, or sign the agreement by exchanging scans with signatures.

After receiving the first part of the payment, we will send you a questionnaire in which you will need to enter various data we need to prepare the documents. Usually, first of all, we prepare the Articles of Association of the Partnership.

Next comes the preparation of the remaining documents; TSN registration takes place under our control. You pay the second part of the payment only after successful registration of the Partnership.

HOW TO CONTACT US

Working hours of our employees: Mon. — Fri. 10.00 - 19.00 (Moscow time).

Requests can be submitted electronically at any time, including weekends and holidays. We will contact you promptly.

WHY SHOULD YOU CREATE TSN THROUGH US

Call us at: +7 (495) 968 44 34, and we will advise you

Interested in learning more about the creation of TSN? Watch our broadcast on this topic:

Subscriber legal services TSN

Almost all of our clients enjoy working with us, so we can not only create a TSN for you, but also service it at the most attractive prices available today.

Call us at: +7 (495) 968 44 34, and we will advise you

Author: Alexander Sergeevich Sadov , partner of the law firm Subscriber Consult.
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Basic concepts of TSN

Basic information about TSN is contained in Article 123.12 of the Civil Code of the Russian Federation. In order to understand what TSN is, let’s consider the main features of TSN:

1. This is a voluntary association.
2. TSN includes only owners of real estate.
3. TSN is created for certain purposes provided for by law.
4. TSN includes owners of various real estate objects: owners of buildings, premises, owners of apartment buildings, owners of country houses and land plots, etc.
5. TSN is created for the joint ownership and use of real estate owned by all members of the partnership.

If all the above conditions are met, an association of owners can be considered a TSN.

How to leave TSN

The withdrawal of a member from the partnership of real estate owners can be carried out at the request of this participant and must be documented. To do this, the property owner who wants to leave the membership writes a corresponding application and submits it to the board. This can be done both in person and by sending a registered letter by mail (it is necessary to verify that you have received the application, which will help with receipt of receipt). If the submission took place in person, “from hand to hand,” the second copy of this document is retained by the applicant with a mark of receipt from a TSN member.

If a participant leaving the TSN organization has a power of attorney from the owner of the property, it should be revoked, that is, the validity of this document should be terminated. Membership in TSN is terminated from the moment of filing an application or from the moment of liquidation of ownership of property that is part of the partnership. At the same time, the former member will no longer need to pay membership fees.