An instructive refusal in the state. registration of a consumer cooperative

A consumer cooperative is a community of individuals or organizations united voluntarily. Its purpose is to satisfy the material and other needs of members by contributing shares. Citizens over 16 years of age and legal entities can become shareholders. In this article we will tell you how to register a consumer cooperative according to all the rules.

The procedure for registering a consumer association is determined by Art. 12, 13 of the Law on State Registration of Legal Entities and Individual Entrepreneurs No. 129-FZ of 08.08.2001. According to paragraph 3 of Art. 50 of the Civil Code of the Russian Federation, this organizational form includes cooperatives in the following areas:

• construction;
• gardening;
• insurance;
• lending;
• rental;
• agriculture and others.

The organization is formed by the decision of the founders and operates according to the Charter. The minimum number of founders of the cooperative is indicated in the table:

Step-by-step instructions for registration

A consumer cooperative is a legal entity. Before registration, a meeting of participants should be held. During this process, a decision is made to form an organization. This form is registered in a manner similar to other legal entities. The process consists of successive stages.

1. Selecting a chairman responsible for the activities of the organization.
2. Development of the Charter.
3. Preparation of an application for registration and the required constituent documents.
4. Submission of a package of documents to the registration authority.
5. Payment of state duty.
6. Making a seal.
7. Obtaining a certificate of registration with the Federal Tax Service.
8. Opening a bank account.

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.

Documents required for registration of a cooperative

The following documents are required for registration:

• Application form P 11001.

Citizens may be applicants:

1. The head of the executive body of a legal entity or a person who has the right to represent the interests of the organization without a power of attorney;
2. Founders;
3. The head of a legal entity that is the founder of another organization;
4. Another person vested with powers provided for by law or acts of government agencies.

• A copy of the passport and a certificate with the applicant’s TIN.
• The decision to create in the form of a protocol or agreement. It contains information about the establishment of the organization, the adoption of the Charter, voting results, the work procedure of the founders, and other information established by law.
• Two copies of the Charter. The requirements for the document are given in paragraph 2 of Art. 123.2 of the Civil Code of the Russian Federation. The charter must contain information about the name and address of the cooperative, the goals of the work, the size of shares and the procedure for their contribution, the responsibility of members for failure to fulfill obligations, the mechanism for covering losses, etc. The name of the organization must include a reference to the goals of the work and the word “cooperative.”
• Papers confirming the location of the organization.
• Documents for property containing information about its value.
• Receipt for payment of state duty. Its size is 4,000 rubles (clause 1 of Article 333.33 of the Tax Code of the Russian Federation).

If the founder is a foreign organization, then an extract from the register of foreign legal entities of the relevant country or other confirmation of the founder’s status is required.

Registration of a consumer society

Today, this organizational and legal form of a legal entity has been excluded and is no longer valid. The new name of this cooperative is a consumer cooperative. Accordingly, if you try to register a consumer society, the MIFTS will refuse state registration; you must submit documents to the MIFTS for registration of the consumer cooperative. All previously registered consumer societies, when first applying to the MIFTS when adopting the charter in a new edition, are required to register a change in the full name to “Consumer Cooperative”. It is important to remember that changing the name of the organizational and legal form did not in any way affect the legal status of the legal entity, and tax benefits remained. And consumer societies have now survived only as mutual insurance societies.

A consumer cooperative is a membership-based voluntary association of citizens or citizens and legal entities in order to satisfy their material and other needs, carried out through the pooling of property shares by its members. A mutual insurance society may be based on the membership of legal entities.

The structure of governing bodies is clearly defined by law, their names and competence.

The highest governing body is the general meeting of members (shareholders) of the Consumer Cooperative.

The Council of the Consumer Cooperative is the governing body of the Consumer Cooperative, represents the interests of the shareholders of the Consumer Cooperative, protects their rights and is accountable to its general meeting. The Council of the Consumer Cooperative exercises the powers determined by the Law and the Charter of the Consumer Cooperative, with the exception of the powers assigned to the exclusive competence of the general meeting of the Consumer Cooperative.

The chairman and members of the board of the consumer cooperative are elected for a period of five years from among those who have not violated the rights of shareholders and the Law of shareholders of the consumer cooperative. The chairman of the board of a consumer society, without a power of attorney, acts on behalf of the consumer cooperative, including representing its interests, issues orders and gives instructions that are binding on all employees of the consumer cooperative. Members of the consumer cooperative council exercise their powers on a voluntary basis.

The board of a consumer cooperative is the executive body of a consumer cooperative, created in each consumer cooperative to manage the economic activities of the consumer cooperative, appointed by the council of the consumer cooperative and accountable to the council of the consumer cooperative.

Registration of an organization for tax registration

Unlike most types of non-profit associations, registration of a cooperative with the Ministry of Justice is not carried out. Registration of the created organization is carried out by the Federal Tax Service (FTS) at the location of the governing body. The transaction period is one week from the date of submission of papers.

The package of documents is sent to the Federal Tax Service in the following ways:

• by mail with a valuable letter with an inventory;
• personally;
• through a multifunctional center (MFC) for the provision of public services;
• via telecommunication channels in electronic form with the appropriate signature.

The provision of papers through the MFC or directly can be carried out by the applicant or his representative using a power of attorney certified by a notary. In some cases, the Federal Tax Service may refuse to register a consumer cooperative. The grounds for refusal to register are indicated in the table:

Example. Invalid passport of the applicant

When submitting documents for registration of a consumer cooperative, the applicant presented a passport. On pages 5 and 6 there were stamps indicating the registration of this person on the territory of Azerbaijan. The corresponding recordings are performed in both languages. The documents were not accepted, since marks of a foreign state are not allowed in the passport of a citizen of the Russian Federation.

In case of refusal, the applicant has the right to correct the shortcomings indicated by the Federal Tax Service and submit the documents again.

Advantages of creating a consumer cooperative

Registering a cooperative has a number of advantages:

1. Optimal taxation, special reporting criteria.
2. Distribution of profits between members in proportion to the shares contributed and depending on the contribution to the work process.
3. Unlimited number of participants.
4. Equality of members in the management of the organization. Everyone has one vote.
5. Opportunity for participants to exchange shares.
6. The return of a share to a member of the company is not subject to taxes, even if there is a benefit in excess of the deposited funds.
7. Changes in the composition of society members do not require registration, which saves participants from preparing papers.
8. Members of the cooperative retain the rights to the contributed shares and can transfer them by inheritance.
9. Purchasing and selling goods within the company at more favorable prices.
10. Payment of interest on funds raised by participants in the form of tax-free financial assistance.
11. Possibility of purchasing property for members in installments.

Example. Exchange of contributions between members

A citizen bought a car for 450 thousand rubles, six months later he wanted to sell it for 800 thousand rubles. He will have to pay income tax on 350 thousand rubles. Let's assume that this person became a member of the cooperative and contributed a car as a contribution. The citizen decided that this property would cost 800 thousand rubles, and notified the cooperative council about this.

Another shareholder wanted to get exactly the same car as the first one. They exchanged shares. The second shareholder received a car, and the first - 800 thousand rubles. Members have the right to reduce their contributions. So, they reduced them: one - with a car, the other - with money. This scheme does not relate to purchase and sale, but is an exchange. There is no need to pay any taxes.

GSK - advantages and disadvantages

The functioning of a garage-building cooperative is based on the support of its members or organizations, which systematically make monetary contributions in order to maintain its functionality.

The positive side of the GSK is the resolution of issues through joint efforts. It is much easier to conduct business activities as legal entities. Supply of water, electricity, disposal of solid household waste - these are the most important issues resolved in the association.

An example of an extract from the register of legal entities.

However, GSK has a significant drawback - the garage is not the unconditional property of the owner. Before purchasing a ready-made or building a future garage, one should become a member of the society and make the necessary contributions, only then will he be allocated land or a building for personal use.

Contributions must be made monthly, as well as metered electricity and other utility bills.

If a member of the GSK built a garage on his own, then it is his property, but the land on which the building stands is not. Sometimes, more as an exception, it is possible to formalize the privatization of a building. But you need to be prepared for the fact that at the end of the lease, the city authorities may not renew it and demolish all the buildings.

At the moment, there is no law detailing the registration of a garage-building cooperative. GSK is not subject to the provisions of the Federal legislation on non-profit organizations.

And Law No. 3085-1 of June 19, 1992 directly states that the management of the actions of consumer cooperatives does not affect the scope of activities of GSK.

Liquidation of consumer communities

A consumer society may cease its activities voluntarily or forcibly. In the first case, the cooperative is liquidated by decision of the participants or the governing body. The reasons may be the inexpediency of further work, the fulfillment of assigned tasks, the unattainability of established goals, or bankruptcy.

The organization is forced to close by court order. This happens, for example, due to repeated violations of the law, conducting illegal activities, etc. The cooperative informs the registration authority about this. The participants of the organization or the court appoint a liquidation commission, determine the procedure and timing of the procedure. The work of the liquidation commission involves:

The assets of an indivisible fund are not divided. They are transferred to another organization of the same form of ownership by decision of the governing body. Other property remaining at the disposal of the organization after repayment of accounts payable is distributed among the participants.

The procedure for liquidating a cooperative is similar to terminating the activities of other types of legal entities.

Subsidiary liability of members of a consumer cooperative

All responsibility that is assigned to the participants of the association is regulated in accordance with Article 37 of Federal Law No. 193. This standard states that all responsibility for assigned obligations, including to creditors, is borne by the company itself.

As for the collective responsibility of the founders of the cooperative, they bear it exclusively in relation to their own share, but not less than 5% of the total number of shares in monetary terms.

Thus, for all obligations of the company, the subsidiary liability of the cooperative participants will be established exclusively within the limits of their personal contributions. Based on this, we can conclude that the participants of the cooperative do not bear any responsibility for the company’s compliance with the obligations assigned to it, and only bear the risk of losing funds in the amount of their own share contribution to the general fund of the cooperative.

If a new participant joins an already created cooperative, then his responsibility will be attributed to all obligations that arose before his entry into the ranks of the organization.

However, if the charter contains different information and a different procedure for establishing responsibility is defined, then in this case the participants will be subject to the internal documentation of the company.