Non-profit partnerships: charter, composition, types

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

Along with business entities such as LLC, OJSC or CJSC in Russia there is an interesting form of cooperation between citizens - a non-profit partnership. What is it and what are the features of such structures?

What is this

Non-profit partnerships (NP or NCP) are organizations established by individuals or legal entities for mutual assistance and pooling of resources of each of the founders. These structures are a subspecies of non-profit organizations (more on what it is later).

The NCP is being established without defining specific terms of activity. Having created such a structure, you can work together for as long as you like. The main founding document is the charter. Together with it, an agreement can be used, which specifies the nuances of joint work, the conditions for the operation of property, the rules for entering and exiting the partnership. NCP is a subspecies of SRO (self-regulatory organization) and NPO (more on that later).

Material base

Despite the fact that NCPs are not aimed at making a profit, they can perform certain types of financial transactions (for example, open accounts in commercial banks). The property of members can be transferred to the use of the NCP. Upon transmission, itbecomes the property of the structure. The founders of the partnership are not obliged to answer for the obligations of the organization, and vice versa. The property of the structure is formed at the expense of voluntary membership fees, as well as income from certain types of entrepreneurial activities, but only those that correspond to the goals of creating the structure. For example, this is the production of goods, the purchase and sale of securities, work with bank deposits, but on the condition that making a profit does not diverge from the goals of the joint activities of the founders of the partnership.

How to register

Unlike registration, for example, LLC, non-commercial partnerships do not have to be fixed in state registers as legal entities. Founders can be citizens of any status. The main condition for the registration of an NCP is the fact that there are several partners (more than two). The maximum number of structure members is unlimited.

Before registration, you need to develop a charter for a non-profit partnership and draw up, if you wish, a memorandum of association. The next step is a trip to the tax office at the place of residence of the members of the future partnership. Among the documents that should be available with you are the decision of the founders that an NCP is being created, information about the desire to register as a legal entity, the partnership charter and, if any, an agreement.

Reorganization and liquidation

Members of a non-profit partnership may dissolve the organization. It canto make a court on a number of legal grounds. A liquidation commission is appointed, the terms for the dissolution of the partnership and the procedure for the procedure are established. Property, if the founders fail to agree, is distributed in proportion to the contributions. True, none of the members of the liquidated partnership will receive assets in an amount greater than the value of the property that he contributed to the common cause. Non-profit partnerships can be reorganized through mergers, divisions or acquisitions. There is also an option to transform this structure - for example, into a foundation, an autonomous institution, or into some kind of business entity. It is important that absolutely all founders support the decision that the NCP will be transformed.

Features of dacha partnerships

Gardening or dacha non-profit partnership is one of the practical examples of the work of the structure in question. It exists along with other common forms of cooperation between the owners of six acres - dacha or gardening partnerships. The main difference between the dacha type NCP and other types of organizations is the difference in the practical application of the legislation governing the circulation of property. The immovable and movable assets that a dacha non-profit partnership acquires with contributions become the property of the structure.

There are two types of contributions in partnerships - targeted and membership. Property purchased from sources of the first type acquires the status of joint ownership. Everything purchased with membership fees belongs to the association. ATAmong the legislative requirements for the creation of dacha non-profit partnerships, the following can be distinguished. First, the minimum number of founders is three people. Secondly, only owners of plots can be members of the partnership, and only those who are already 18 years old. Thirdly, the purpose of creating such a structure should be non-commercial: for example, it can be a mutual exchange of experience in growing vegetables, organizing hobby groups, sports competitions. The entrepreneurial component is allowed only if the profit will be used to achieve the goal (for example, the purchase of a cup for the winner of country football competitions).

Features of construction partnerships

The non-profit partnership of builders is another real example of citizens working together. The main feature of such structures is the lack of profit. Another feature is that the registration of construction partnerships is carried out by the Ministry of Justice, and not by the tax office. In such structures, the governing body of the partnership can only be collegiate (as a rule, this is a meeting of founders).

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

Rights and obligations of partnership members

The main motive that drives people who create a non-profit partnership is assistance, a joint search for the best solutions on pressing issues. Questions relating to any mutual obligations, when establishing the NCP, as a rule, are not raised. They don't exist by law. Members of partnerships are not responsible for the actions of their other colleagues and for possible obligations of the NCP as a legal entity to creditors.

At the same time, the founders are endowed with a number of rights. Firstly, it concerns participation in solving key issues, in managing the affairs of the organization, familiarization with relevant information. Secondly, members of the partnership may at any time withdraw from the organization, receiving back a portion of property assets commensurate or equivalent to what they contributed. Thirdly, the founders have the right to count on a share of the proceeds if the structure was engaged in entrepreneurial activity.

Requirements for charter

The charter of a non-profit partnership is the main constituent document when registering this type of organization. It should contain information about the name of the structure, location, purpose of creation. The charter should contain information about the governing bodies of the partnership, a list of the rights and obligations of the founders, the conditions for joining and leaving the organization, as well as sources of financing and formation of the property fund. The articles of association must include information aboutrepresentative offices of the NCP in other cities (if any) and note which structure is the head, where the center of the management system that the non-profit partnership has. You also need to prescribe the conditions for liquidation and change of legal status.

NKP and self-regulatory organizations

As mentioned above, in the hierarchy of public structures, the status that a non-profit partnership has is a self-regulatory organization or SRO. It is important to understand when these two terms can be identified, and when not. The partners' lack of intentions to do business is the main criterion for creating such a structure as a non-profit partnership. A self-regulatory organization is a broader concept, and in some cases a structure that fits this definition can still be commercial. For example, if we are talking about the merger of several companies in the housing and communal services sector, then this will most likely be the consolidation of business structures that join forces in order to exchange experience in providing their services to customers, mutual assistance in accessing any technologies. The purpose of such consolidation is to make the firm more profitable. The goal does not fit the specifics of such a structure as a non-profit partnership. Thus, the NCP is a self-regulatory organization where there is no profit making in order to improve the welfare of the founders. In turn, an SRO, in which people of the same profession come together to share knowledge that allows them to earn more and do business more efficiently, cannot be considered a non-profit partnership.

NKP as a type of NPO

NKP is not onlya kind of SRO, but also a subspecies of such a phenomenon as non-profit organizations (NPOs). Here we are talking about the terminology used in Russian laws. In accordance with them, NGOs are organizations with a public nature of activity. That is, it is assumed that the result of the work will be useful to everyone. NPOs are regulated by the Civil Code of the Russian Federation, the Federal Law “On Non-Commercial Organizations” and the Federal Law “On Public Associations.”

Everything that the law prescribes in relation to NPOs is fully characteristic of NCPs, along with which there are other types of associations. These include public, religious, autonomous organizations, state corporations, social and charitable foundations, as well as associations (unions). In some cases, consumer cooperatives, HOAs, as well as territorial public self-governments may be recognized as non-profit organizations. NPOs include charitable organizations and trade unions.

Any non-profit organization must have its own balance sheet (estimate). None of the NGOs has restrictions on the term of activity, if they are not spelled out in the constituent documents. Non-profit organizations can open accounts in Russian and foreign banks, have their own seals, stamps, letterheads and emblems.