The charter is with two founders - individuals. Autonomous non-profit organization “Center for Assistance in the Implementation of Social, Cultural and Charitable Projects”
CONTROL OF ANO ACTIVITIES 5.1. ANO maintains accounting records and statistical reporting in the manner prescribed by law Russian Federation. 5.2. ANO provides information about its activities to state statistics bodies and tax authorities, founders of ANO and other persons in accordance with the legislation of the Russian Federation. 5.3. Responsibility for organization, condition and reliability accounting to the ANO, timely submission of the annual report and other financial statements to the relevant authorities, as well as information on the activities of the ANO submitted to the founders of the ANO, creditors and funds mass media, bears the board. 5.4.
Charter of LLC with one founder
The ANO is not liable for the obligations of the state and its bodies, and the state and its bodies are not liable for the obligations of the ANO. 1.11. ANO is liable for its obligations with its property, which, according to the legislation of the Russian Federation, can be foreclosed on. 2. PURPOSE, SUBJECT, TYPES OF ACTIVITY 2.1. The purpose of creating the ANO is to provide services in the field of education (health, culture, science, law, physical education and sports and other services).
2.2.
The subject of the ANO's activities is: . 2.3. An autonomous non-profit organization can carry out one type of activity (or several types of activity):. The legislation of the Russian Federation may establish restrictions on the types of activities that an autonomous non-profit organization has the right to engage in. 2.4. Certain types of activities can be carried out by ANO only on the basis of special permits (licenses).
The list of these types of activities is determined by law. 2.5.
Sample charter of a non-profit organization
The text of such a charter can be prepared individually specifically for the enterprise. Or its basis is a certain sample that can be modified to suit the needs and interests of a particular organization.
- Model charter approved by the competent authority and posted on the website of the registration authority.
The point of the standard charter is that it does not have a paper form; it will be enough to indicate compliance with it in the application - as a result, the relevant information will be reflected in the Unified State Register of Legal Entities. IMPORTANT! The standard forms of the charter have not yet been properly approved, however, from December 1, 2017, with the help of electronic service On the website of the Federal Tax Service of Russia, you can draw up the recommended form of charter and other documents automatically by entering the necessary data into the system.
Example of a charter for an LLC with one founder, 2018
ANO concludes contracts, carries out other legal actions on behalf of ANO, acquires property and manages it, opens and closes bank accounts;
- resolves issues of economic and financial activities ANO;
- hires and fires ANO employees, approves them job responsibilities in accordance with the staffing schedule approved by the board;
- exercises control over the activities of branches and representative offices of the autonomous non-profit organization;
- bears responsibility, within its competence, for the use of funds and property of the autonomous non-profit organization in accordance with its statutory purposes;
- organizes preparation and holding of board meetings;
- organizes accounting and reporting;
- resolves all issues that do not fall within the competence of the general meeting of the founders of the ANO and the board of the ANO.
5. DOCUMENTATION.
Charter of LLC with one founder | sample 2018
The procedure for the activities of the audit commission (or auditor) is determined by an internal document - regulations (regulations, etc.), approved by the general meeting. 5.8. By decision of the general meeting, the founders of the audit commission (auditor) of the ANO, during the period of performance of their duties, are (not) paid remuneration and (or) (are not) compensated for expenses associated with the performance of their duties. The amounts of such remuneration and compensation are established by the decision of the general meetings. 5.9. To audit the financial and economic activities of the ANO, the general meeting of founders appoints an auditor of the ANO.
5.10. The auditor checks the financial and economic activities of the autonomous non-profit organization in accordance with legal acts of the Russian Federation on the basis of an agreement concluded between the ANO and the Auditor. The amount of payment for the Auditor's services is determined by the general meeting. 6. ANO PROPERTY 6.1.
Charter of an autonomous non-profit organization
Attention
Additional obligations assigned to a member of the Company in the event of alienation of his share (part of a share) are not transferred to the acquirer of the share (part of a share). Additional duties may be terminated by decision of a member of the Company. 5.4. If a decision is made, the Company participant is obliged to make contributions to the Company’s property.
5.5.
Important
The maximum value of a contribution to the Company's property is rubles. 5.6. Contributions to the Company's property do not change the size and nominal value of the Company participant's share in the authorized capital of the Company. 6. RIGHTS OF A PARTICIPANT OF THE SOCIETY, ALIENSION, ENCUMBRANCE, INHERITANCE OF SHARE 6.1.
Charter of LLC upon creation in 2018 - sample and content requirements
The participant must contribute the required amount to the authorized capital before the end of the year, and has the right to reduce the capital, assign or sell his 100% share to third parties. The meeting is held with the participation of all founders, in this case represented by one person. The Regulations of the document state that the transfer of a share to someone, the procedure for distributing income and the conditions for the exit of a member do not apply until their number increases beyond one.
Features of the charter for a sports club Features of the formation of the charter of a sports organization depend on its type:
- International federations, the basis of which is the international model of the charter, which does not quite fit in with the norms of Russian legislation;
- Olympic committees – there are national and international. All national organizations are represented in the ROC: federations, unions, associations that have membership in it.
Sample charter of an autonomous non-profit organization
Simultaneously with the decision to increase the authorized capital of the Company on the basis of an application of a third party (applications of third parties) to accept him (them) into the Company and make a contribution, a decision must be made to introduce amendments to the charter of the Company related to the admission of a third party (third parties) to the Company. the Company, by determining the nominal value and size of its share (their shares), increasing the size of the authorized capital of the Company and changing the size of the share of a participant in the Company. The nominal value of the share acquired by each third person admitted to the Company should not exceed the value of his contribution. 3.15.
GENERAL PROVISIONS 1.1. Autonomous non-profit organization "", hereinafter referred to as ANO, is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions in accordance with the legislation of the Russian Federation to achieve the goals and solve the problems provided for by the charter. 1.2. Full name of the Autonomous non-profit organization in Russian: Autonomous non-profit organization "", abbreviated name in Russian: ANO "", full name in language: "", abbreviated name in language: "". 1.3. ANO has the right, in accordance with the established procedure, to open settlement, currency and other bank accounts on the territory of the Russian Federation and abroad.
1.4. Location of ANO: . 1.5.
Features of drawing up the charter of an NPO 2018+ sample design
At the request of creditors, foreclosure on the share (part of the share) of a Company participant in the authorized capital of the Company for the debts of a Company participant is allowed only on the basis of a court decision if other property of the Company participant is insufficient to cover the debts. 8. SOCIETY MANAGEMENT. PARTICIPANT'S DECISION 8.1. The supreme governing body of the Company is the participant. The sole executive body is General manager.
8.2. Once a year no earlier than two months and no later than four months after completion financial year a member of the Company makes a decision to approve the annual results of the Company’s activities. Decisions made in addition to the regular ones are extraordinary. The General Director may be present when decisions are made by a member of the Company.
8.3.
- autonomous NPO - has no membership and is created on the basis of property contributions from citizens and (or) legal entities for the purpose of providing services in the fields of education, healthcare, culture, science and other areas of non-profit activity;
- religious - a voluntary association permanently and permanently legally citizens of the Russian Federation or other persons living on the territory of the Russian Federation, formed by them for the purpose of jointly professing and spreading the faith and registered in the manner prescribed by law as a legal entity.
The charter of a non-profit organization is developed taking into account the specifics of its activities, whether it is classified as corporate (membership-based) or unitary.
Proper structuring of the charter and creation of links greatly facilitates the use of the document. In this case, the charter document should be structured in a descending line: Name of the structural component of the charter Explanatory information Section Possesses serial number, indicated by Roman numerals and titles, all printed in capital letters in the center of the page, one below the other. Chapter Numbering in Progress Arabic numerals. Chapter titles are created, their designation is done from the paragraph in words.
The name begins with a number, followed by a dot, then the name in one line in words. Article The main structural unit of the document, numbered in Arabic numerals, the name does not need to be created, but if it exists, it is written in words on one line, the number is indicated in front with a dot after it, the definition begins with a paragraph and is written in words.
Approved
By decision of the Board Meeting Minutes No. 1/13 dated October 16, 2013
Approved
By decision of the Board Meeting Minutes No. 1/12 dated August 15, 2012
Approved
By decision of the general meeting of founders
Protocol No. 1 of May 12, 2011
CHARTER
AUTONOMOUS NON-PROFIT ORGANIZATION “CENTER FOR ASSISTANCE IN THE IMPLEMENTATION OF SOCIO-CULTURAL AND CHARITABLE PROJECTS “HOUSE OF THE FUTURE”
(New edition)
Moscow, 2013
1. GENERAL PROVISIONS
1.1. AUTONOMOUS NON-PROFIT ORGANIZATION “CENTER FOR SUPPORT IN IMPLEMENTATION OF SOCIO-CULTURAL AND CHARITABLE PROJECTS” HOUSE OF THE FUTURE”, hereinafter referred to as the “Organization”, is a non-membership autonomous non-profit organization established on the basis of voluntary property contributions of the founders in order to promote cultural and spiritual development man by creating optimal conditions for the implementation of projects of Russian and foreign companies in the field of education, science, ecology, culture, sports, media, economics, medicine, rehabilitation and integration of disabled children and children from socially and poorly protected segments of the population in accordance with the decision of the general meeting of founders Protocol No. 1 dated May 12, 2011, and operates in accordance with the Constitution of the Russian Federation, the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations”, Decrees of the President of the Russian Federation, decrees of the Government of the Russian Federation, the current legislation of the Russian Federation and this Charter.
1.2. Full official name of the Organization in Russian:
AUTONOMOUS NON-PROFIT ORGANIZATION "CENTER"ASSISTANCE IN THE IMPLEMENTATION OF SOCIO-CULTURAL AND CHARITABLE PROJECTS “HOUSE OF THE FUTURE”.
Abbreviated name of the Organization in Russian: ANO "HOUSE OF THE FUTURE".
1.3. Location of the Organization: Russian Federation, 101000, Moscow, st. Pokrovka, 1/13/6, building 2, office. 35. By to this address The sole executive body of the Organization is located - the General Director.
1.4. An organization is created without a limitation on the period of activity.
1.5. The legal status of the Organization, the rights and obligations of the Founders are determined by this Charter, and in the part not regulated by it, by the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations” and other legislative and other legal acts of the Russian Federation.
1.6. The organization is a legal entity from the moment of its state registration in the manner prescribed by law, has separate property in its ownership, and is liable for its obligations with this property, being a non-profit organization.
The organization does not aim to make a profit when carrying out activities aimed at achieving its statutory goals.
An organization can, on its own behalf, acquire and exercise property and non-property rights, bear responsibilities, and be a plaintiff and defendant in court.
1.7. The state is not responsible for the obligations of the Organization. The organization is not liable for the obligations of the state.
The Founders are not liable for the obligations of the Organization they created, and the Organization is not liable for the obligations of the Founders and legal entities created by the Organization.
1.8. The organization uses the property for the purposes specified in the Charter. Organizations have the right to engage in entrepreneurial activities necessary to achieve the socially beneficial goals for which they were created and consistent with these goals. To implement entrepreneurial activity The organization has the right to create non-profit organizations and participate in business societies.
The organization has the right to use contributions and deductions from legal entities and individuals to achieve its goals.
1.9. The organization has a round seal and a corner stamp with its name, emblem, its own symbols and other means of individual identification. The emblem, symbols and other details are approved by the Board of the Organization.
1.10. The Organization may create branches and representative offices in the Russian Federation and abroad that are not legal entities and operate on the basis of regulations approved by the Organization. Branches and representative offices are allocated property of the Organization, which is accounted for on a separate balance sheet and on the balance sheet of the Organization.
1.11. The organization has a Branch located at: Russian Federation, 192007, Saint Petersburg, st. Kamchatskaya, 9, lit. B.
1.12. The organization has an independent balance sheet.
1.13. The organization has the right to open bank accounts on the territory of the Russian Federation and outside its territory in the manner established by the current legislation of the Russian Federation.
2. GOALS AND SCOPE OF THE ORGANIZATION’S ACTIVITIES
2.1. The main purpose of the Organization is to provide services in the organization of charitable and social projects in Russia and abroad in the field of education, science, ecology, culture, sports, media, economics, medicine, rehabilitation and integration of disabled children and children from socially and poorly protected segments of the population.
2.2. The main activities of the Organization are:
— organization, holding, financing and logistical support of charitable and social events, including concerts, auctions, exhibitions, sporting events, etc.;
— organization, holding, financing and logistical support of seminars, exhibitions, scientific conferences, forums, competitions, olympiads, meetings, symposiums and other scientific events, including international ones or with the participation of foreign experts;
— organizing and holding exhibitions, sales exhibitions, auctions, presentations and other events in order to finance projects and events carried out by the Organization; for this purpose, collecting donations from Russian, foreign, international organizations and individuals.
— organization, conduct, financing and logistical support of charitable and social events of any kind;
organization of cultural and educational, restoration, tourism, excursion and concert and exhibition activities;
— implementation of physical education and health activities, holding educational and training camps, organizing sports events;
— implementation of any kind of projects in the field of education;
— establishment of scholarships and grants in the field of education, sports and culture;
— implementation of projects in the field of medicine; programs aimed at integration and social adaptation children from disadvantaged segments of the population, rehabilitation programs for children with disabilities etc.;
— implementation of consulting, scientific, methodological and expert activities;
— publications in print and electronic media on the topics of the Organization’s activities;
— publishing activities: creation of own printed and electronic media aimed at achieving the objectives of the Organization;
— organizing and conducting events aimed at strengthening ties between Russian and foreign partners;
— establishing business contacts, cooperation in the field of education, ecology, culture, sports, media, economics, science, medicine, rehabilitation and integration of disabled children and children from vulnerable groups of the population with all legal and individuals, including foreign ones;
— provision of services in the field of education, ecology, culture, sports, media, economics, medicine, rehabilitation and integration of disabled children and children from socially and poorly protected segments of the population,
— participation in events for the exchange of experience in the form of internships, training, tourism in the field of education, science, culture, medicine and sports with international and national organizations, individuals and public figures Russia and foreign countries, sending employees on business trips for this purpose, as well as receiving the above-mentioned individuals and representatives of organizations.
— development and implementation of programs on the topics of the Organization’s activities.
The organization has the right to carry out business activities, consistent with the goals for which the organization was created.
All licensed types of activities are carried out in the manner determined by current legislation.
3. STRUCTURE AND MANAGEMENT OF THE ORGANIZATION
3.1. The highest governing body of the Organization is the Board.
The main function of the highest body of the Organization is to ensure compliance with the goals for which the Organization was created.
The Board is initially formed by the Founders of the Organization for a period of 5 (five) years.
The subsequent composition of the Management Board changes by decision of the Management Board. The founders may be members of the Management Board.
The term of office of the Board is 5 (five) years.
The current activities of the Organization are managed by the General Director.
The control and audit body of the Organization is the Audit Commission (Auditor).
3.2. The competence of the Board includes:
1) changes to the Charter of the Organization;
2) determination of priority areas of activity of the Organization, principles of formation and use of its property;
3) formation of the executive bodies of the Organization and early termination of their powers;
4) decision on the reorganization and liquidation of the Organization, appointment of a liquidation commission;
5) approval of the annual report and annual balance sheet;
6) approval of the financial plan of the Organization and amendments to it;
7) creation of branches and opening representative offices of the Organization;
8) participation in other organizations;
9) hearing reports from the General Director and the Audit Commission (Auditor) of the Organization;
10) appointment of members of the Audit Commission (Inspector) of the Organization and early termination of their powers;
11) other issues in accordance with current legislation.
The issues provided for in paragraphs 1) - 4), 10) fall within the exclusive competence of the Management Board. A meeting of the Management Board is considered valid if more than half of its members are present. Decisions of the Management Board are made by a majority vote of the members of the Management Board present at the meeting of the Management Board.
Each member of the Board has one vote. In case of equality of votes, the vote of the Chairman of the Management Board is decisive.
Decisions on issues within the exclusive competence of the Management Board are made unanimously.
The frequency of meetings of the Management Board is as necessary, but not less than once a year.
Persons who are employees of the Organization cannot constitute more than one third total number members of the Organization's Board.
The organization does not have the right to pay remuneration to members of the Management Board for the performance of their assigned functions, with the exception of compensation for expenses directly related to participation in the work of the Management Board.
The Board is headed by the Chairman of the Board, elected from among the members of the Board for a period of 5 (five) years.
3.3. Chairman of the Board:
- represents the interests of the Organization in government and public organizations;
— manages the international relations of the Organization;
— carries out contacts of the Organization with sponsors and charitable foundations;
— carries out work to cover the activities of the Organization in the media and in the professional environment.
3.4. The sole executive body is the General Director of the Organization.
3.5. The General Director manages the current activities of the Organization, organizes the implementation of decisions of the Management Board in the Organization, and also resolves all issues that do not constitute the exclusive competence of the Management Board of the Organization, as defined by this Charter.
3.6. The General Director is elected by the Board of the Organization for a period of 5 (five) years, with the exception of the appointment of the General Director by the Founders when creating the Organization for a period of 5 (five) years. The General Director can be the Founders of the Organization.
The employment contract with the General Director on behalf of the Organization is signed by the Chairman of the Board or one of the members of the Board of the Organization.
3.7. The General Director is accountable to the Board of the Organization. The General Director is responsible to the Organization for the results and legality of activities.
The General Director has the right:
— represent the Organization before government and administrative bodies in the Russian Federation and abroad, as well as in relations with Russian and foreign legal entities on issues of economic and business activity;
— without a power of attorney, act on behalf of the Organization, sign financial documents, accept obligations, open accounts of the Organization in banking institutions, issue powers of attorney;
— organize the execution of decisions of the Organization’s Board adopted within its competence;
organize, conduct events, provided by the programs activities of the Organization;
- determine internal structure Organizations and approve the Regulations on structural divisions, approve staffing table Organizations;
— dispose of the property of the Organization in accordance with the general procedure and directions and estimates determined by the Board of the Organization;
— hire and fire employees in accordance with current legislation;
- issue orders, orders, instructions and others internal acts within their competence, mandatory for full-time employees of the Organization;
— bear responsibility for the state of accounting, timeliness and completeness of reporting, including accounting and statistical reporting, according to established forms to the relevant authorities;
— perform other functions arising from this Charter.
3.8. The rights and obligations of the General Director of the Organization to manage the current activities of the Organization are determined by the legislation of the Russian Federation and the agreement concluded by him with the Organization.
3.9. The Board has the right to terminate the contract with the General Director of the Organization at any time.
3.10. The Director General of the Organization, when exercising his rights and performing his duties, must act in the interests of the Organization, exercise his rights and fulfill his duties in relation to the Organization in good faith and reasonably.
3.11. Control over the activities of the Organization is carried out by the Audit Commission (Auditor), elected by the Management Board for a period of 5 (five) years.
The number of members of the Audit Commission is established by the Management Board.
The Audit Commission (Auditor) conducts at least one audit annually and issues an opinion on the annual report.
The Audit Commission (Auditor) annually reports on the results of the audit to the Board of the Organization.
At the request of the Board of the Organization, an extraordinary audit may be carried out.
The Audit Commission (Auditor) has the right to demand from officials The organization has all the necessary accounting, financial and other documents.
4. PROPERTY OF THE ORGANIZATION
4.1. An organization may own or have operational management of buildings, structures, housing stock, equipment, inventory, cash in rubles and foreign currency, securities and other property, and may also have ownership or perpetual use land plots.
The Organization may also own institutions, publishing houses, and mass media created and acquired at the expense of the Organization in accordance with its statutory goals.
The organization uses the property for the purposes defined in this Charter.
4.2. The organization is liable for its obligations with its property, which, according to the legislation of the Russian Federation, can be foreclosed on.
4.3. The sources of formation of the Organization’s property in monetary and other forms are:
. voluntary property contributions and donations provided by citizens and legal entities in cash or in kind;
. income received from the Organization's property;
. dividends (income, interest) received on shares, bonds, other securities and deposits;
. regular and one-time receipts from the founders (participants, members);
. revenue from the sale of goods, works, services;
. other receipts not prohibited by law.
4.4. The property of the Organization is the property created, acquired or transferred by citizens, enterprises, organizations, institutions, including cash, shares, other securities and intellectual property rights.
4.5. All property of the Organization, income from business activities are its property and cannot be distributed to the Founders of the Organization. The organization carries out ownership, use and disposal of its property in accordance with its purpose and only to fulfill the statutory purposes.
4.6. The founders of the Organization do not have ownership rights to the property of the Organization, including that part of it that was formed through their contributions and donations.
4.7. Stakeholders (Founders, Management Board, General Director, Audit Commission) are obliged to respect the interests of the Organization, primarily in relation to the goals of its activities, and should not use the capabilities of the Organization or allow their use for purposes other than those provided for in this Charter.
Interested parties cannot make transactions if these persons are affiliated with supplier organizations or citizens labor relations, are Participants, creditors of these organizations, or are in close family relationships with these citizens or are creditors of these citizens.
4.8. If the persons listed in clause 4.7. of this Charter, have an interest in a transaction to which the Organization is or intends to be a party, as well as in the event of another conflict of interests of the specified person and the Organization in relation to an existing or proposed transaction:
They are obliged to inform the Board of the Organization of their interest before a decision is made to conclude a transaction;
. the transaction must be approved by the Organization's Board.
4.9. A transaction completed by the persons listed in clause 4.7. of this Charter, in violation of the requirements set out in clause 4.8. of this Charter, at the request of the Organization may be declared invalid by the court on the grounds provided for by law. The interested party is liable to the Organization for losses caused to the Organization in the amount and in the manner prescribed by law.
4.10. The Organization's foreign economic activities are carried out to achieve the goals defined by this Charter and in the manner prescribed by the legislation of the Russian Federation.
5. PROCEDURE FOR INTRODUCING CHANGES AND ADDITIONS TO THE CHARTER
5.1. Amendments and additions may be made to the Charter of the Organization by decision of the Board in the manner prescribed by the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations” and others federal laws.
6. REORGANIZATION, LIQUIDATION OF THE ORGANIZATION
6.1. An organization may be liquidated or reorganized in the form of merger, accession, division, spin-off and transformation.
6.2. The organization has the right to transform into a foundation. The decision to transform the Organization is made by the Board of the Organization. When transforming the Organization, the rights and obligations of the Organization are transferred to the newly emerged legal entity in accordance with the transfer act.
6.3. An organization may be liquidated on the basis and in the manner provided for by the Civil Code of the Russian Federation, the Federal Law “On Non-Profit Organizations” and other federal laws.
6.4. An organization may be liquidated:
. if the Organization’s property is not sufficient to achieve its goals and the likelihood of obtaining the necessary property is not real;
. if the goals of the Organization cannot be achieved and the necessary changes to the goals of the Organization cannot be made;
. in case of deviation of the Organization in its activities from the goals provided for by the Charter;
. in other cases provided by law.
6.5. The Board of the Organization or the court that made the decision to liquidate the Organization, the liquidation commission (liquidator) and establishes in accordance withthe civil code of the Russian Federation and the Federal Law “On Non-Profit Organizations” determine the procedure and timing of liquidation of the Organization.
From the moment the liquidation commission is appointed, the powers to manage the affairs of the Organization are transferred to it. The liquidation commission takes action in court on behalf of the Organization.
6.6. The Liquidation Commission publishes in the press, which publishes data on state registration of legal entities, a publication on the liquidation of the Organization, the procedure and deadline for filing claims by its creditors. The deadline for filing claims by creditors cannot be less than two months from the date of publication of the liquidation of the Organization.
The Liquidation Commission takes measures to identify creditors and receive receivables, and also notifies creditors in writing of the liquidation of the Organization.
6.7. At the end of the period for submitting claims by creditors, liquidation commission draws up an interim liquidation balance sheet, which contains information about the composition of the Organization’s property, the list of claims made by creditors, as well as the results of their consideration.
6.8. The interim liquidation balance sheet is approved by the Board of the Organization or the court that made the decision on its liquidation.
6.9. If the funds available to the Organization are not sufficient to satisfy the claims of creditors, the liquidation commission sells the Organization's property at public auction in the manner established for the execution of court decisions.
6.10. Payment of amounts to the Organization's creditors is made by the liquidation commission in the order of priority established by the Civil Code of the Russian Federation, in accordance with the interim liquidation balance sheet, starting from the date of its approval, with the exception of creditors of the third and fourth priority, payments to whom are made after a month from the date of approval of the interim liquidation balance sheet.
After completing settlements with creditors, the liquidation commission draws up a liquidation balance sheet, which is approved by the Board of the Organization or the court that decided to liquidate the non-profit organization.
6.11. Upon liquidation of the Organization, the property remaining after satisfying the claims of creditors, unless otherwise established by federal laws, is sent in accordance with constituent documents An organization for the purposes for which it was created. If the use of the Organization's property is in accordance with its constituent documents is not possible, it turns into state income.
6.12. The liquidation of the Organization is considered completed, and the Organization ceases to exist after making an entry about it in a single state register legal entities.
6.13. After the reorganization of the Organization, all documents (managerial, financial and economic, for personnel, etc.) are transferred in accordance with the established rules to the successor organization. In the absence of a legal successor, documents of permanent storage that have scientific and historical significance are transferred for state storage to the archives of the Mosgorarchiv association; documents on personnel (orders, personal files and registration cards, personal accounts, etc.) are transferred for storage to archive of the administrative district in which the Organization is located. The transfer and organization of documents is carried out by the efforts and at the expense of the Organization in accordance with the requirements of archival authorities.
6.14. An organization is considered reorganized or liquidated from the moment it is removed from the Register of Non-Profit Organizations.
7. RESPONSIBILITY OF THE ORGANIZATION AND CONTROL OVER ITS ACTIVITIES
7.1. The organization maintains accounting and statistical reporting in the manner established by the legislation of the Russian Federation. The organization provides information about its activities to state statistics bodies and tax authorities, the Board and other persons in accordance with the legislation of the Russian Federation and this Charter and is responsible for their accuracy.
7.2. The organization pays taxes on income from its business activities and makes other contributions to the budget in the manner established by the legislation of the Russian Federation.
General information about the ANO charter
The legal status and requirements for the statutory documents of non-profit organizations are determined by the Law “On Non-Commercial...” dated January 12, 1996 No. 7-FZ. According to Art. 10 of Law No. 7, autonomous non-profit organizations are created to provide services to citizens in the field of science, culture, sports, education, healthcare, etc. The fundamental difference ANO from other non-profit organizations is the absence of participants (members) of the organization. The sources of formation of property are mainly property contributions made by the founders and other persons on a voluntary basis.
Also, entrepreneurial activity can be a source of formation of property of an autonomous non-profit organization. In the event that the organization plans to carry out it, the list of types of such activities, due to the requirements of paragraph 2 of Art. 24 of Law No. 7 must be reflected in the charter.
By virtue of Art. 52 Civil Code of the Russian Federation, art. 14 of Law No. 7, the charter is a mandatory document for ANO, which defines legal basis her activities. The charter is approved by the founders of the ANO at a general meeting, and the norms contained in it are binding on both the founders and employees.
Charter, according to Art. 13.1 of Law No. 7, is included in the list of documents that are submitted by the founders to the territorial division of the Ministry of Justice of the Russian Federation when registering an autonomous non-profit organization.
In addition to indicating the types of business activities that an autonomous non-profit organization has the right to carry out to achieve its stated goals, the charter of an autonomous non-profit organization must contain the following information (the list is defined in paragraph 3 of article 14 of law No. 7):
- name (full and abbreviated), which should indicate the organizational form of the organization’s activities, as well as the goals of its functioning;
- place of business (legal address);
- activity goals (the main tasks that the organization faces), as well as the subject (how to achieve these goals);
- list of management bodies of organizations (meetings of founders, as well as executive bodies), their legal status, competence, decision-making procedure;
- information about branches (branches, representative offices), if any (read more about the status of branches and representative offices in);
- conditions for admission to the list of founders, as well as the procedure for leaving them;
- sources of replenishment of the organization’s property;
- the procedure for making decisions if reorganization or liquidation is necessary;
- the procedure for making amendments to the organization’s charter.
It should be remembered that this list is not exhaustive and the charter may reflect issues not directly indicated in paragraph 3 of Art. 14 of Law No. 7, if they are important for the activity, in the opinion of the founders.
Charter of an autonomous non-profit organization with one founder, sample 2018― 2019 year for organizing additional education
Law No. 7 does not establish restrictions on the number of founders of an autonomous non-profit organization. Such, in accordance with the requirements of Art. 15 of Law No. 7, there may be citizens, commercial and public organizations.
If the founder is one person, the following points must be taken into account:
- The charter is not adopted by the meeting of founders, but is approved by the decision of the sole founder.
- All decisions that fall within the competence of the general meeting are made by the decision of the founder. Moreover, instead of the minutes of the meeting, which confirms the legitimacy decisions made, legal force has a written decision of the founder.
As an example, we suggest studying a sample charter of an autonomous non-profit organization with one founder, prepared by our specialists. Since the charter of an autonomous non-profit organization of additional education was taken as an example, the objectives of the activities are indicated, in accordance with the requirements of Art. 14 of Law No. 7, implementation of additional educational programs and promoting the moral development of the personality of children, adolescents, and adults.
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Technical requirements for drawing up the charter of an autonomous non-profit organization
Practitioners need to remember that Law No. 7, while defining the requirements for the content of the ANO charter, does not contain information on how it is necessary to implement technical design of this document when submitting it for registration to the justice authorities.
To fill this gap, recommendations for the legal and technical design of statutes have been published on the website of the Ministry of Justice of the Russian Federation, which applicants can use if questions arise. We will consider the most important of them in more detail.
Document preparation
The charter is typewritten on A4 paper. The applicant has the right to choose the size and type of font, indents from the edge of the page, and line spacing, taking into account the ease of perception of the information presented in the document. All pages of the charter are numbered. In this case, the applicant can select the first sheet as the title sheet (accordingly, it is not numbered, and the numbering of subsequent sheets begins with the number 2).
It is also important to remember that 2 out of 3 copies submitted for registration must be laced. In this case, the applicant’s signature under the document is placed on a lace with reverse side the last sheet of the document. Along with the signature on the lace it is indicated total quantity sheets of the charter.
Document structure
To make it easier to perceive the information contained in the charter, the Ministry of Justice of the Russian Federation recommends dividing it into structural sections of several orders. The largest structural unit of a document can be a section, chapter, or article. Accordingly, within the framework of this structural norm, the document is divided into parts or paragraphs.
To be able to indicate references to the structural elements of the text, paragraphs (parts) of the charter are numbered in Arabic numerals. Sections or chapters may also be designated by Arabic or Roman numerals.
For example, Chapter I of the ANO charter usually regulates general provisions about a specific organization. Accordingly, within the framework of this chapter it is necessary to indicate in separate paragraphs:
- name of the organization;
- legal address;
- an indication of the status of the organization as a legal entity with clarification organizational form and direction of activity.
The following chapters are structured in a similar way, which are devoted to the goals of activity, the structure and competence of management bodies, sources of property formation, the procedure for managing the organization, the status of the founders, the specifics of the reorganization or liquidation of an autonomous non-profit organization, as well as the procedure for adjusting the charter.
To summarize, we note that the norms of Law No. 7, as well as the recommendations of the Ministry of Justice of the Russian Federation contain all the necessary normative and technical requirements to the charter of a non-profit organization, which greatly simplifies working with it. The article we have proposed and the sample charter of the ANO presented above (prepared taking into account the recommendations proposed by the Ministry of Justice of the Russian Federation and reflects the requirements for both the legal and technical design of the document and the structuring of the text), we hope, will become a good help for practitioners in this matter.
You will also be interested in reading the materials that we wrote specifically for our
autonomous non-profit organization1. GENERAL PROVISIONS
1.1. Autonomous non-profit organization "", hereinafter referred to as ANO, is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions in accordance with the legislation of the Russian Federation to achieve the goals and solve the problems provided for by the charter.
1.2. Full name of the Autonomous Non-Profit Organization in Russian: Autonomous Non-Profit Organization "", abbreviated name in Russian: ANO "", full name in language: "", abbreviated name in language: "".
1.3. ANO has the right, in accordance with the established procedure, to open settlement, currency and other bank accounts on the territory of the Russian Federation and abroad.
1.4. Location of ANO: .
1.5. An autonomous non-profit organization is considered created as a legal entity from the moment of its state registration in the manner prescribed by federal laws.
1.6. An autonomous non-profit organization is created without a time limit.
1.7. An autonomous non-profit organization can be a plaintiff and a defendant in courts of general jurisdiction, arbitration and arbitration courts, on its own behalf acquire and exercise property and non-property rights in accordance with the goals of the autonomous non-profit organization's activities, provided for by the charter of the autonomous non-profit organization, and bears the responsibilities associated with these activities.
1.8. ANO has a round seal with the full name of ANO in Russian, stamps and forms with its name.
1.9. The requirements of the ANO charter are mandatory for all bodies of the ANO and its founders.
1.10. ANO is not responsible for the obligations of its founders. The founders of the ANO are not liable for the obligations of the ANO. The ANO is not liable for the obligations of the state and its bodies, and the state and its bodies are not liable for the obligations of the ANO.
1.11. ANO is liable for its obligations with its property, which, according to the legislation of the Russian Federation, can be foreclosed on.
2. PURPOSE, SUBJECT, TYPES OF ACTIVITY
2.1. The purpose of creating the ANO is to provide services in the field of education (health, culture, science, law, physical education and sports and other services).
2.2. The subject of the ANO's activities is: .
2.3. An autonomous non-profit organization can carry out one type of activity (or several types of activity):. The legislation of the Russian Federation may establish restrictions on the types of activities that an autonomous non-profit organization has the right to engage in.
2.4. Certain types of activities can be carried out by ANO only on the basis of special permits (licenses). The list of these types of activities is determined by law.
2.5. An autonomous non-profit organization can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which it was created. Such activities include the profit-generating production of goods and services that meet the goals of creating an autonomous non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor.
2.6. An autonomous non-profit organization can create a business company to carry out entrepreneurial activities or participate in such a company. The legislation of the Russian Federation may establish restrictions on the entrepreneurial activities of autonomous non-profit organizations.
2.7. In order to achieve its goal, the ANO can create other non-profit organizations and join associations and unions.
2.8. Interference in the economic and other activities of an autonomous non-profit organization by government and other organizations is not permitted unless it is conditioned by their right to exercise control over the activities of the autonomous non-profit organization.
3. PROCEDURE FOR MANAGEMENT OF ANO ACTIVITIES. CONTROLS
3.1. The highest governing body of the ANO is the general meeting of the founders of the ANO. The current management of the activities of the ANO is carried out by the board, which is accountable to the general meeting.
3.2. The main function of the general meeting of founders is to ensure that the ANO adheres to the goals for which it was created.
3.3. The exclusive competence of the general meeting of founders includes resolving the following issues:
- changing the charter of the autonomous non-profit organization;
- determination of priority areas of activity of the autonomous non-profit organization, principles of formation and use of its property;
- formation of the board and early termination of its powers;
- reorganization and liquidation of ANO;
3.4. The general meeting of founders meets as needed. The convening and work of the general meeting is organized by the board in the manner established by the regulations on the general meeting of the founders of the ANO.
3.5. The norm of representation from each founder of an autonomous non-profit organization is a person.
3.7. The general meeting of the founders of an autonomous non-profit organization is valid if more than half of its founders are present (represented) at the said meeting.
3.8. The decision of the general meeting is made by a majority vote of the founders present at the meeting.
3.9. The decision of the general meeting on issues within the competence of the general meeting of founders is adopted unanimously.
3.10. Minutes are kept at general meetings of founders.
4. BOARD, CHAIRMAN OF THE BOARD
4.1. The ANO Board is elected by the General Meeting of Founders for a period of one year (years) and consists of at least people. The board is located at the location of the ANO.
4.2. The board of the ANO may be re-elected for a new term upon expiration of its term of office.
4.3. The issue of early termination of the powers of the founder of the board may be raised at the General Meeting of Founders at the request of at least the founders of the ANO.
4.4. The competence of the board includes:
- organization and control of the work of the Autonomous Non-Profit Organization;
- ensuring the implementation of decisions of the General Meeting of Founders;
- regularly informing the founders of the ANO about the activities of the ANO;
- approval of the annual report and annual balance sheet;
- approval of the financial plan of the ANO and amendments to it;
- creation of branches and opening of representative offices of autonomous non-profit organizations;
- participation in other organizations;
- approval of internal regulations and regulations of the autonomous non-profit organization;
- review and approval of ANO cost estimates;
- disposal of ANO property;
- approval of the staffing table;
- preparation of issues for discussion at the General Meeting of ANO founders.
4.5. The work of the board is organized by the chairman of the board on the basis of regulations on the activities of the board, approved by the general meeting. Minutes are kept at board meetings.
4.6. Meetings of the board are held as necessary, but at least once a quarter, and are considered valid with the participation of the majority of the founders of the board.
4.8. The Chairman of the Board is elected at a meeting of the Board from among its founders for a period of one year(s).
4.9. Chairman of the Board:
- accountable to the General Meeting, responsible for the state of affairs of the ANO;
- without a power of attorney, acts on behalf of the ANO, represents it in all institutions, organizations and enterprises, both in the Russian Federation and abroad;
- makes decisions and issues orders on the activities of the autonomous non-profit organization;
- manages the funds of the ANO within the budget approved by the board, enters into contracts, carries out other legal actions on behalf of the ANO, acquires property and manages it, opens and closes bank accounts;
- resolves issues of economic and financial activities of ANO;
- hires and dismisses ANO employees, approves their job responsibilities in accordance with the staffing schedule approved by the board;
- exercises control over the activities of branches and representative offices of the autonomous non-profit organization;
- bears responsibility, within its competence, for the use of funds and property of the autonomous non-profit organization in accordance with its statutory purposes;
- organizes preparation and holding of board meetings;
- organizes accounting and reporting;
- resolves all issues that do not fall within the competence of the general meeting of the founders of the ANO and the board of the ANO.
5. DOCUMENTATION. CONTROL OF ANO ACTIVITIES
5.1. ANO maintains accounting records and statistical reporting in the manner prescribed by the legislation of the Russian Federation.
5.2. ANO provides information about its activities to state statistics bodies and tax authorities, founders of ANO and other persons in accordance with the legislation of the Russian Federation.
5.3. The management board is responsible for the organization, condition and reliability of accounting in the ANO, the timely submission of the annual report and other financial statements to the relevant authorities, as well as information about the activities of the ANO presented to the founders of the ANO, creditors and the media.
5.4. ANO stores the following documents:
- agreement on the creation of an autonomous non-profit organization;
- charter of the autonomous non-profit organization, amendments and additions made to the charter of the autonomous non-profit organization, registered in the prescribed manner, decision on the creation of the autonomous non-profit organization, document on state registration of the autonomous non-profit organization;
- documents confirming the rights of the ANO to the property on its balance sheet;
- ANO internal documents;
- regulations on the branch or representative office of the autonomous non-profit organization;
- annual reports;
- accounting documents;
- accounting documents;
- minutes of general meetings, meetings of the board, audit commission (auditor) of the ANO;
- conclusions of the audit commission (auditor) of the autonomous non-profit organization, the auditor of the autonomous non-profit organization, state and municipal financial control bodies;
- other documents provided for by federal legislation;
- other documents provided for by the internal documents of the ANO, decisions of the general meeting, the board of the ANO, as well as documents provided for by the legal acts of the Russian Federation.
5.5. To exercise control over the financial and economic activities of the ANO, the general meeting elects an audit commission consisting of the founders for a period of one year (or years, or years). The retirement of individual founders of the audit commission, as well as the election of its new founders, is not a basis for shortening or extending the term of activity of the entire audit commission. To organize the work of the audit commission, its chairman is elected. The ANO has the right to elect only one auditor instead of the audit commission.
5.6. The competence of the audit commission (auditor) of the ANO includes the following powers:
- inspection (audit) of the financial and economic activities of the autonomous non-profit organization based on the results of activities for the year, as well as at any time on the initiative of the audit commission (auditor), by decision of the general meeting or at the request of the founder of the autonomous non-profit organization;
- requesting from the management bodies of the autonomous non-profit organization documents on financial and economic activities;
- convening a general meeting;
- drawing up a conclusion based on the results of the audit of financial and economic activities, which should contain:
- confirmation of the reliability of the data contained in the reports and other financial documents of the ANO;
- information about facts of violation of the procedure for maintaining accounting records and submitting financial statements established by legal acts of the Russian Federation, as well as legal acts of the Russian Federation when carrying out financial and economic activities;
5.7. The procedure for the activities of the audit commission (or auditor) is determined by an internal document - regulations (regulations, etc.), approved by the general meeting.
5.8. By decision of the general meeting, the founders of the audit commission (auditor) of the ANO, during the period of performance of their duties, are (not) paid remuneration and (or) (are not) compensated for expenses associated with the performance of their duties. The amounts of such remuneration and compensation are established by the decision of the general meetings.
5.9. To audit the financial and economic activities of the ANO, the general meeting of founders appoints an auditor of the ANO.
5.10. The auditor audits the financial and economic activities of the ANO in accordance with the legal acts of the Russian Federation on the basis of an agreement concluded between the ANO and the Auditor. The amount of payment for the Auditor's services is determined by the general meeting.
6. ANO PROPERTY
6.1. The property transferred to the ANO by its founders (founder) is the property of the ANO.
6.2. The founders of the ANO do not retain rights to the property transferred by them to the ownership of the ANO.
6.3. An autonomous non-profit organization may own or have operational management of buildings, structures, housing stock, equipment, inventory, funds in rubles and foreign currency, securities and other property.
6.4. The profit received by the ANO is not subject to distribution among the founders of the ANO.
6.5. The legislation of the Russian Federation may establish restrictions on the implementation of donations by ANO political parties, their regional offices, as well as to election funds and referendum funds.
7. REORGANIZATION AND LIQUIDATION
7.1. An autonomous non-profit organization can be voluntarily reorganized in the manner prescribed by Article 16 of the Federal Law “On Non-Profit Organizations”. Other grounds and procedures for the reorganization of ANO are determined by Articles 57 – 60 of the Civil Code of the Russian Federation and other federal laws.
7.2. ANO has the right to transform itself into a fund. The decision to transform the ANO is made by the founders.
7.3. An autonomous non-profit organization can be liquidated voluntarily in the manner established by Articles 61–64 of the Civil Code of the Russian Federation, taking into account the requirements of Articles 18–21 of the Federal Law “On Non-Profit Organizations”.
7.4. An autonomous non-profit organization can be liquidated by a court decision on the grounds provided for in part 2 of paragraph 2 of article 61 of the Civil Code of the Russian Federation.
7.5. From the moment the liquidation commission is appointed, the powers to manage the affairs of the ANO are transferred to it. The board and other bodies cease their activities.
7.6. In the absence of a legal successor, documents of permanent storage that have scientific and historical significance are transferred for state storage to the archives of the association “”; documents on personnel (orders, personal files, personal accounts, etc.) are transferred for storage to the archive on whose territory the ANO is located. The transfer and organization of documents is carried out by and at the expense of the ANO in accordance with the requirements of archival authorities.
7.7. When an ANO is liquidated, the property remaining after satisfying the creditors' claims, unless otherwise established by the Federal Law "On Non-Profit Organizations" and other federal laws, is directed to the purposes for which it was created and (or) to charitable purposes in the manner determined by the general meeting ANO.
7.8. If it is not possible to use the property of a liquidated non-profit organization in accordance with its constituent documents, it turns into state income.
Please note that the charters have been drawn up and reviewed by lawyers and are approximate; they can be modified to take into account the specific conditions of the transaction. The Site Administration is not responsible for the validity of this agreement, as well as for its compliance with the requirements of the legislation of the Russian Federation.
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