A production cooperative is The Federal Law on production cooperatives. Legal entity - cooperative

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

Business is not only a means of personal enrichment, but also a way to significantly support financially that area or other entity in which the segment of small or medium-sized businesses is significantly developed. Knowing this, most of the self-government bodies actively support (sometimes not even on paper) the initiatives of citizens.

One of these forms of business is a production cooperative. This is a voluntary (!) Association of any citizens on a membership basis for the purpose of carrying out production activities. As a rule, members of the cooperative are personally involved in the production process or support it in technical or material terms. Each cooperative is a legal entity. In any case, each of the participants has a personal share contribution. It is returned if the employee leaves the company.

Any production cooperative is an enterprise founded for the purpose of making a profit. If it is provided for by the constituent documents, in its activitiesother legal entities may participate. That's what co-op is.

Federal Law

All activities of such enterprises are regulated by the Federal Law, which was adopted on April 10, 1996. In addition, in addition to it, the Federal Law "On production cooperatives" dated May 8, 1996 was adopted. Their general provisions deal with the following issues:

• Definition of a production cooperative.
• Basic rights and obligations of its members.
• Organization and liquidation of an enterprise.
• Other issues that we will consider in this article (they are also set out in the Federal Law "On production cooperatives", but in a more concise form).

It is immediately stipulated by law that the charter of an enterprise should not contradict the Constitution, as well as other laws of the Russian Federation.

How many members of the cooperative?

Under the terms of domestic legislation, the membership of a production association cannot be less than five people. It has been established that they can be both citizens of our state and subjects of foreign powers. This small (medium) business is no different from other organizations that operate in our country.

In addition, stateless persons are allowed to participate. As we have already said, another legal entity may take part in the activities of the organization. The company can do this through its representative on the grounds approved by the founding documents.

Whocan be a member of the cooperative?

Any person over the age of 16 who has made a share contribution to the general cooperative fund can join the membership. Important! It is allowed to have persons who have made a share contribution, participate in the direct management of the enterprise, but do not take any personal labor participation in its activities. The number of such people can be no more than 25% of the number of those members who themselves serve the production cooperative. This ensures that a fair share of the profits generated from product sales is shared.

Mutual Fund Sizes

Legislatively, its size has not been established in any way. There may be doubt about the ability of the cooperative to meet its obligations, but in this case the law says that all participants in this type of enterprise also bear personal (subsidiary) liability for all arising debt obligations.

What is it created for?

As we have already said, the creation of a production cooperative pursues only profit. At the same time, the newly created enterprise can engage in any activity that is not prohibited on the territory of our country. Note that for the production of certain groups of goods, it is necessary to additionally obtain special licenses.

Board

Meeting of members of the cooperative is the main body of its board. If the number of members exceeds fifty, then a decision may be made to establish a special supervisory committee. If we talk aboutexecutive bodies, then their role is again played by its board (or/and the chairman of the cooperative).

Important! Members of the board (and the chairman) can only be persons who are personally involved in the activities of the organization, being its members. Note that it is impossible to be a member of the Supervisory Board and the Management Board at the same time.

When is a general meeting held?

It is legally established that the general meeting of all members of the cooperative can be convened in any case, which in one way or another relates to the activities of the enterprise. Although there are exceptional situations in which the convening of this type of meeting is strictly mandatory:

• In case of approval of the charter or, if necessary, making any changes to it.
• Define the direction of the organization.
• In the event that admission or exclusion from the membership of the cooperative is carried out.
• In addition, the meeting is necessary to make decisions on setting the size of the share fund, as well as for any changes regarding the rational use of the company's funds. In addition, support for entrepreneurship (obtaining investments) is also impossible without the approval of such measures by the members of the organization.
• Of course, without this event, it is impossible to create a supervisory committee, as well as the termination or acceptance of some executive functions by other bodies of the committee. However, if the charter provides for the right of the supervisory meeting to resolve such issues on its own, the meeting is not held.
• It is necessary if inIn a cooperative, an audit commission is formed or its activities are terminated.
• When approving annual reports, conclusions of audits or audits, as well as the distribution of profits received as a result of the cooperative's activities.
• Also, the meeting is held if the organization itself is subject to liquidation.
• In addition, it is necessary in case of creation or liquidation of branches of the enterprise.
• Finally, members of the cooperative gather if a decision is made to join any other unions and associations.

Thus, a production cooperative is a full-fledged enterprise with its own controlling and executing bodies.

Other meeting details

If provided for by the charter, the meeting of members may make other decisions. In the event that such a right is assigned to this body, more than 50% of all participants in the enterprise who personally take part in its activities must be present at the meeting at the same time. The decision is taken by simple voting, based on the result of the counting of votes. However, some other methods may be introduced, but all of them must be clearly reflected in the charter of the enterprise. Regardless of the size of their share, each member of the cooperative has the right to one vote.

If we are talking about amending the charter of an organization or its reorganization (the only exception is the case of transformation into a business partnership or company) and liquidation, then a decision can be made only ifif at least ¾ of the members of the cooperative voted for him. An enterprise can be reorganized into a business partnership or company only if the decision to do so is made unanimously.

In the event that it is required to accept or exclude a citizen from the organization, a decision on this can be made by a minimum of 2/3 of the votes. All issues, the solution of which is exclusively within the competence of the meeting, cannot be transferred to the jurisdiction of other executive committees formed as part of the enterprise.

About the Supervisory Committee

As already noted, with an increase in the size of the cooperative over fifty members, a supervisory committee can be created by the decision of the meeting, the functions of which should also be immediately enshrined in the charter. We have already said that only a member of the organization can be a member of such a committee. The number of committee members, as well as the duration of their powers, are determined by the results of the meeting.

The elected supervisory board has the right to choose its own chairman. Committee meetings are held if necessary, but at least once every six months. Despite their powers, the members of the supervisory board are not en titled to carry out any significant actions on behalf of the entire cooperative. And vice versa, issues decided exclusively by the supervisory body cannot be decided by a meeting of cooperative members.

Other executive bodies of the enterprise

Executive bodies serve to controlall day-to-day functions of the enterprise. So, if there are more than ten people in the cooperative, it is required to elect members of the board. The term of office is immediately reflected in the articles of association. It considers all production issues that arise in the cooperative during the period between the general meetings of its members. In his competence is the resolution of all tasks that cannot be mastered by other executive bodies.

Heads the board chairman. He is elected by all members of the cooperative at the general meeting, and only these persons can be candidates. If the enterprise has already managed to create a supervisory committee, then the candidates for the chairman of the board are put forward by him. In any case, his powers must be strictly spelled out in the charter.

So, it is immediately necessary to establish the period during which the chairman has the right to work, clearly describe the breadth of his powers, especially in the field of the right to dispose of the property of the organization. In addition, the following information is entered into the main document on mandatory terms: the amount of wages, the consequences of causing harm and losses to the enterprise.

If the cooperative already has a board, the charter should also contain a list of issues that the chairman has the right to decide on his own.

As a rule, the powers granted to him are enough to work on behalf of the cooperative without providing him with a separate power of attorney. He can represent the cooperative in all municipal and state authorities, as well as manage (within clearly defined boundaries) propertyorganizations. Only he has the right to conclude agreements and sign powers of attorney (especially those subject to the right of substitution), open and close current accounts, hire and fire new employees (if this clause is in the charter). In any case, the chairman is fully controlled by the general meeting of the members of the organization.

About the Audit Commission

In the event that it becomes necessary to control the financial work of an enterprise, a special commission can be elected by its general meeting. If the number of members of the enterprise is less than twenty, one auditor may be appointed to this position. In no case can a member of the audit commission be an employee of another executive body of the cooperative.

The commission is assigned the duty of a complete check of the financial condition of the enterprise for the past reporting period. In addition, it can audit the financial part on special instructions from the general meeting of members of the cooperative, the supervisory board, and simultaneously more than 10% of the workers of the organization.

Checks on the personal initiative of members of the commission are also allowed. All its members have the right to require any head of the enterprise to provide all necessary financial and material reports and other documents.

The results of inspections are provided for discussion by the members of the general meeting, as well as the supervisory commission. If the competence of the members of the audit committee is not enough to clarify some complex accounting issues, they have the right to involve external auditors (or audit companies), ifthey have a license to carry out activities of the established form.

Important! If the audit was requested by 10% of the employees of the cooperative, then the entire cost of hiring auditors (if necessary) is paid by them.

What is the responsibility of the production cooperative?

For all arising obligations, the organization is responsible for all the property it has. The charter of the cooperative also provides for the amount and conditions of subsidiary liability, which is imposed on all members of the organization, regardless of the size of their admission share. The company is not liable in any way for the obligations of individual employees. The law “On production cooperatives” says the same thing.

Only in the event that a member of the cooperative must pay debts, the value of which exceeds the total price of all his property, is also allowed to collect his entire share. However, the indivisible fund and other financial assets of the enterprise cannot be affected in any way. Thus, a production cooperative is a classic enterprise with additional responsibility.

List of founding documents

It will be short, since such a document is only the charter of the enterprise. It must include the full name of the organization, as well as information about its actual location. It is in the charter that all information on the amount of share contributions, as well as on the conditions for their payment, must be available. It also contains information aboutliability of members of the cooperative in case of violation of the procedure for their introduction, as well as on the conditions of personal labor participation in the activities of the enterprise. For some violations, fines or other measures may be applied, information about which is also entered in the charter.

In addition, there should be information on the distribution of profits and losses, as well as a detailed description of the responsibility of the production cooperative and all its members. The functions and powers of all executive bodies are described in full and in great detail, including those cases where decisions can be made by the chairman of the board on a sole basis.

If we are talking about termination of membership in the organization, then information on the procedure for paying a share contribution is also included in the document, and the procedure for accepting new members and excluding employees from the enterprise should also be considered. It also describes in detail the very process of leaving the membership of the cooperative, as well as all cases when a member of the organization can be excluded from it. Data are also entered on all existing branches, as well as on the possible procedure for reorganization and complete liquidation. In the course of the activity of the organization, other information necessary for its work may be entered into the charter of the production cooperative.

About transformation…

As we have repeatedly mentioned, by unanimous decision of the general meeting, the enterprise can be reorganized with the formation of a partnership or a business entity. The procedure for such a transfer is fixed by law, it should be guided by all production andconsumer cooperatives.

What rights do co-op members have?

Firstly, each employee has the right to participate in the activities of the enterprise, and also has one vote at the general cooperative meeting. Employees can also be elected to all executive bodies, as well as control commissions.

If there are grounds for that, members of the enterprise have the right to freely make proposals for optimizing the organization's activities, as well as to report identified shortcomings in the work of managers. In addition, all members of the production cooperative are en titled to their share of the profits that were received as a result of the production activities of the enterprise.

Each member of the cooperative at any time can request all the necessary information from the officials of the organization, as well as at any time withdraw from its membership, after which he is required to pay an amount equivalent to the size of his share contribution. If the rights of an employee have been violated, he has the right to apply to the judicial authorities, including to appeal against the decisions of members of the board, which in one way or another infringe on the interests of all members of the cooperative.

Of course, the charter (and the laws of the Russian Federation) enshrined the right to receive wages, which is calculated from the amount of the employee's personal labor participation in the organization's activities. In general, all this information is contained in the law "On production cooperatives", which we spoke about above.

Obligations of cooperative members

The employee is required to pay a share contribution, as well as participate inactivities of the organization, taking direct labor participation in it. In addition, he is obliged to obey the internal regulations in everything and follow other rules that were adopted by the board of the cooperative. Also, all participants in the production cooperative bear subsidiary liability, which should cover all arising debt obligations of the company.

About the distribution of profits

The distribution of profits is carried out on the basis of both the personal labor participation of the employee and the size of his share contribution. If we are talking about members of the cooperative who do not take personal labor participation in the work of the organization, then the profit is distributed among them taking into account the size of the personal share contribution. In the event that an appropriate decision of the general meeting is made, part of the funds received may be distributed among employees. The procedure for dividing profits between them in this case should be strictly regulated by the charter of the enterprise.

In addition, the money that remains after paying all taxes and other obligatory payments is also distributed among the members of the cooperative. Note that the amount of those funds that are divided among the members of the organization should not exceed 50% of the total profit, since everything else should be directed to the development of production and ensuring the overall solvency of the enterprise.

As a conclusion…

Currently, in our country, this form of doing business is the least common. The point is that in this caseit is required to find a large number of qualified employees who will make a personal labor contribution to the development of the company. In addition, subsidized liability, which will have to be held accountable for errors or willful misconduct by management, does not inspire potential investors and staff with optimism.

In a word, the development of entrepreneurship in our country depends little on cooperatives.