Commercial organizations are created in the form of consumer cooperatives. The difference between commercial organizations and non-profit organizations

Consumer cooperatives continue to be used by citizens and organizations as a collective means of solving various problems. They operate across industries, manage significant assets, serve the needs of large numbers of people, and provide many jobs. In the article, we will analyze the features of the creation, operation and management of such associations, give samples of constituent documents and the legislative framework.

A consumer cooperative is a non-profit association individuals and organizations, the creation of which allows them to achieve various common goals. In our country, consumer cooperation was most widespread during the Soviet era. Today, such associations are not among the most popular legal entities, but they continue to exist, which means that the features of their work require study and understanding.

Forms of consumer cooperatives

In the Russian Federation, several main options are being created and are working consumer cooperatives:

• credit;
• housing and housing construction;
• agricultural;
• garage.

Consider the features of each of these options.

1. Credit. Such associations aim to provide credit and financial assistance to its members. Their activities are regulated by Federal Law-190. To start the work of such a union, it is necessary to attract members who have financial resources and ready to provide them to other participants at interest to receive a certain income. Such consumer cooperatives have signs of commercial activity, since their charter allows members to earn money, but this task is not in the first place. The main goal of the association is financial mutual assistance, and only then comes the receipt of income.

2. Housing and housing construction. The rules for cooperation in the construction and maintenance of residential buildings are described in the Housing Code of the Russian Federation, as well as in Article 116 of the Civil Code of the Russian Federation - it is these provisions that those who create such consumer cooperatives rely on. The purpose of such associations depends on their type. Housing unions are engaged in the maintenance and improvement of MKD, and housing construction unions are involved in their construction.

3. Agricultural. Such consumer cooperatives help farmers working in Russia to jointly solve various problems, they operate on the basis of the law FZ-193. These associations can be engaged in supply, lending, processing and marketing of products, maintenance of equipment, and so on.

4. Garage. Such alliances usually include individuals who are united by the task of obtaining garages to accommodate personal vehicles. The cooperative leases a land plot and builds a garage complex on it. The premises in it are distributed among the members in accordance with the charter.

Advantages and disadvantages

The preservation of such a “popular” form of association as consumer cooperatives for many years is explained by a number of their advantages:

• dividends are accrued according to a transparent scheme - to each member, depending on the size of his share;
• the purpose of the work of the union is to meet the needs of its members;
• associations are able to work stably for a long time, as they consist of trustworthy partners united by the solution of a common task;
• governing bodies are elected democratically;
• financial and other results of the association's work are transparent and available to each shareholder.

This form of association also has certain disadvantages. There are usually two points here:

• frequent entry into the leadership of incompetent people;
• passivity of the cooperative members.

Examples of consumer cooperatives

Consumer cooperatives continue to work effectively in 2018 in cities and rural areas - they help some to build and maintain houses, others receive favorable conditions borrowed funds, the third to produce and sell products. The principles of consumer cooperation are often implemented in commercial enterprises. At competent organization process, this helps to reduce costs and simplify management mechanisms.

Sports clubs can operate on cooperative principles, retail chains, service companies and many other organizations. Considerable attention is paid to the development of cooperation in rural areas. Small farms strengthen their resources through such associations. Small farmers enter cooperatives because banks often refuse to lend to them, and such associations issue funds at lower interest rates and with an understandable payment mechanism. In addition, consumer cooperation helps to organize the sale of products in cities, without which it is difficult to compete with large networks.

Legislative base of consumer cooperatives

Consumer cooperatives are a well-established form of association of citizens and organizations, therefore the legislation regulating their work often works for decades without changes. The main regulations are as follows:

• Law No. 3085-1 of 1992 "On consumer cooperation in the Russian Federation";
• FZ-193 of 1995 - for agricultural unions;
• FZ-190 of 2009 - for credit associations;
• Housing Code of the Russian Federation - for cooperatives created for the purpose of housing construction and management.

Creation of a cooperative

The process of registration of consumer cooperatives is regulated by the same Federal Law-129, which applies to all other legal entities. To create such an association, at least five citizens (aged 16 years or older) or organizations are required. The process of establishing a cooperative can be divided into three main stages.

1. Formation of a group of initiative founders. They are united by a common goal, think over the idea and work plan of the cooperative. For organizations with a commercial bias, a business plan is being developed. Constituent documents are being prepared, the main of which is the charter (its samples for different types cooperatives are given in the appendix). A meeting of members of the future association is being prepared.

2. Holding a constituent assembly. It decides to create a consumer cooperative, and if there is an industry union of consumer societies, to join it. At the meeting, the list of shareholders, the charter, the amount of entrance fees and cost estimates are approved, as well as the governing and supervisory bodies are selected. All these actions are fixed in the protocol.

3. Registration of the cooperative. For this, constituent documents, an application, a protocol and papers confirming the payment of the fee are submitted. The date of creation of the cooperative is determined by the state registration.

Consumer cooperative management

Management in such associations is built according to principles common to all cooperative organizations. The supreme governing body here is the general meeting of the members of the association. Its exclusive competence is enshrined in the charter of the union. Usually, it is the meeting that has the right to consider any issues related to the activities of the cooperative. It is also engaged in the formation of the executive bodies of the cooperative, whose competence includes all issues that are not related to the general meeting.

The second executive body is the council of the association, to which certain exclusive powers are assigned in the charter. A consumer cooperative necessarily has a chairman, and a board can also be created. The union has the opportunity to assemble an audit committee or appoint an auditor. All executive bodies of the cooperative are formed exclusively from its members. The involvement of hired and other third parties is not allowed here.

Each member of the consumer cooperative has one vote that can be cast for a particular decision at the general meeting. The presence of this vote does not depend on the size of the share contribution. Each member has the right to participate in the management of the cooperative as part of any executive body.

Accounting and taxation of the cooperative

Law No. 3085-1 in Art. 26 indicates the need for accounting by the consumer cooperative. In addition, such associations must provide financial statements. The chairman (board) and the council of the cooperative are responsible for the correctness of the calculations and the authenticity of the information.

When conducting accounting, the association should be guided by:

• FZ-402 of 2011;
• by order of the Ministry of Finance No. 94n;
• Order of the Ministry of Finance No. 34n.

FZ-402 allows non-profit associations to keep accounting records and submit reports on a simplified basis. However, this does not apply to:

• housing and housing-construction cooperatives;
• agricultural cooperatives;
• associations receiving reporting period income of more than 3 million rubles.

The tax code says that consumer cooperatives can use not only common system taxation, but also special tax regimes, which are described in chapters 26.1, 26.2 and 26.3. In the case of consumer cooperation, restrictions on the participation of other organizations do not work, and for the application of chapter 26.3, there is a limit on the number.

How is the liquidation of the consumer cooperative

A previously opened consumer cooperative may, after some time, come to a logical conclusion of its activities. There are several reasons for its elimination:

• bankruptcy of the association, that is, the inability to meet financial obligations, for example, to pay the rent of the land used;
• reducing the number of members to a level unacceptable by law;
• the decision of the participants to terminate the activity;
• decision by the court to close the association.

The decision to liquidate the cooperative is carried out through the general meeting and is fixed in the minutes. A liquidation commission is being created, which includes persons from the management of the association, as well as those who were involved in its accounting. Within 3 days, the commission notifies the registration authorities and the Federal Tax Service of the upcoming liquidation, after which it collects and submits the necessary package of documents.

If after the liquidation of the cooperative some property remains, then it is divided between the participants in accordance with the charter or the constituent agreement.

Attached files

• Charter of a consumer cooperative.doc

People tend to unite according to their interests, to solve common problems and meet any specific needs. In a team, all issues are resolved easier. For this, there is such a thing as a consumer cooperative. This legal form you can not meet as often as commercial organizations, but it exists and is actively used in some areas of society. This article deals with the interpretation of the concept of "consumer cooperative", the forms and types of such communities, the content of the charter and other useful information on this topic.

Deciphering the concept

The activities of consumer cooperatives are aimed at meeting certain needs of citizens or legal entities that are members of it. Basically, the goals are material in nature. Any person who has reached the age of sixteen, as well as various legal entities, can join the cooperative. The minimum number of participants is five individuals or three legal entities.

A consumer cooperative is a phenomenon regulated by the state at the legislative level. The main provisions are reflected in the Civil Code of the Russian Federation. More detailed decoding and subtleties of regulation are reflected in the Federal Law "On consumer cooperation in the Russian Federation" No. 3085-1 of 06/19/1992. The federal law contains information on the creation of cooperatives, their structure, participation features, property issues, as well as issues of reorganization, liquidation and merger of already existing companies.

What do cooperatives do

A consumer cooperative is a community of people founded to achieve certain economic goals. Decision-making is carried out by voting. Each member of the cooperative has a vote, which he has the right to give for a certain option. further development events. That is, one payer of contributions - one vote. At the same time, the direction of the company's activity can be any: there are construction, housing, garage, dacha, agricultural and other cooperatives. The people in these organizations are united by one goal.

The state provides for the regulation of certain types of cooperatives by separate legislative acts. These include agricultural, credit and housing cooperatives. They are regulated, respectively, by the Housing Code and the Laws "On Agricultural Cooperation" and "On Credit Cooperation".

Forms of consumer cooperatives

Depending on the problem for which the consumer community is being created, cooperatives are divided into several forms. Below is a breakdown list.

• Construction and consumer cooperative. Created for the purpose of owning and using objects real estate(various buildings).
• Housing and construction cooperative. Members of this community organized their own cooperative in order to build a residential building, in which they will subsequently live.
• Garage cooperative. Includes owners of garages built on a separate territory.
• Country cooperative. A group of people who own land used as a dacha or garden in a particular area.
• Housing savings cooperative. Such societies are joined by citizens who jointly want to purchase or build housing.
• Consumer society or consumer cooperative of citizens - cooperation between citizens and legal entities. This form was especially widespread in the USSR.
• Agricultural cooperative. It includes agricultural enterprises, as well as individual farmers engaged in running their own farms.
• service cooperatives. They can conduct quite extensive and diverse activities - insurance, transport services, resorts, medical care, repair work, consultations in various fields.
• Credit consumer cooperative. Created to resolve the financial issues of the participants. Personal savings are attracted to the cooperative at an interest rate, loans are issued, financial mutual assistance is carried out.

The meaning of opening cooperatives

Non-commercial consumer cooperative - previously a very common organizational and legal form. Cooperatives opened everywhere territorially and in all economic spheres. Their number gradually decreased after perestroika times in 1991. The property of cooperatives was privatized by more enterprising people, and citizens forgot how to build relationships on trust. However, the practice of cooperatives has proven to be effective. People create such communities with completely different goals: to purchase goods at more low prices, evenly distribute the cost of maintenance of farms and repair services, jointly accumulate capital and build housing. The advantages of cooperatives are obvious: due to the large number of participants, it is possible to carry out bulk purchases at prices much lower than market prices, it is possible to accumulate funds and rationally distribute it in matters of maintaining sites and other property. At the same time, the board in cooperatives is carried out by voting, which allows all members of society to speak out, and not to transfer all power to one hand. Some activities without cooperatives are unimaginable even today - garages, gardens, dachas, rural communities.

Pros and cons of opening a cooperative

Any organizational and legal form carries certain advantages and disadvantages. The same is true for cooperatives. The organization of a consumer cooperative has the following advantages for its participants:

• Equality and resolving issues through voting. It doesn't matter what contribution the participant made, the amount may differ significantly, but the "weight" of the vote will be the same for everyone. Important issues are resolved only jointly, some decisions can only be made by unanimous vote.
• In cooperatives, all participants work. Not more than a quarter of the total number of people can be unemployed. At the same time, employees are at a minimum.
• The frequency of income distribution is also established in the cooperative through voting. At the same time, you can share what you earn at least daily. But the amount of dividends issued should not exceed half of the net income.
• Work takes place in a team of "friends". Questions about the admission of a new member are also taken to the vote. If someone is against expanding the number of participants, a newcomer cannot be accepted.
• The number of participants is not limited. There can be an infinite number of them. But there is a minimum threshold - 5 people.
• The organization of a consumer cooperative is also good in terms of taxation. If the number of participants is less than 100, and the income is less than 80 thousand rubles, the cooperative has the right to apply the simplified tax system.
• The minimum age threshold for participants is 16 years.

The downsides, of course, are also enough. If we look at all the listed positive aspects from a different angle, we will see the following picture:

• It is impossible to decide on your own in which direction to continue development, where to spend profits and whether to accept a new participant.
• You can leave the cooperative by taking your share and income due for the period. At the same time, property that cannot be divided remains free of charge with the cooperative. You can sell your share either to other participants, or to a third party, if this was allowed at the vote.
• Hiring employees in a cooperative is quite difficult and not always allowed.
• Participants in a cooperative are liable for debts with all their property, and not just the shares contributed to the organization.

The process of opening a cooperative

The organization of a consumer cooperative is not such a difficult task. initial stage as it may seem. The process of creating a society begins with the search for partners. There must be at least five. But it can be employed and unemployed, freelance and remote employees, pensioners and schoolchildren from 16 years old. A legal organization can act as a sponsor. Of course, she will not work at the level with everyone, but she can provide funds for the first time. As a reward, she is allocated a share, and hence a part of deferred income.

Complete anarchy is impossible in any society, so the cooperative also needs a person who will represent the interests. This person is called the chairman. He carries out on behalf of the cooperative all legally significant actions: registration, liquidation, reorganization, representation in courts and tax inspection. With a number of ten people, the creation of a board will be required. With the number of participants from fifty people - a supervisory board.

Next, the charter of the consumer cooperative and the minutes of the meeting on the creation are written. After that, the participants pay the amount of share contributions in the amount of at least 10 percent of the contribution of each of them. A temporary account is opened, funds are deposited in cash or non-cash marked "share contribution". Not only money is accepted, the contribution can be paid with property. Participants evaluate it and draw up an act in a free form. After this procedure, you must pay the state fee. Its size is 4,000 rubles. After paying the fee, you can submit documents to tax office to register a legal entity. A few days later, you need to receive a finished certificate.

What is written in the statute

Charter is the most main document any organization. It describes all the nuances of the work. Cooperatives are no exception. There are legal provisions that must be included in the charter. For a company of this nature, the following data must be present in the constituent documents:

• full name of the legal entity;
• actual and legal address;
• the purpose of creation and the main direction of activity;
• the rules adopted by the participants on the procedure for admission and withdrawal from the cooperative;
• information on contributions, their amounts, the procedure for making payments, sanctions for delay;
• structure and composition of the management apparatus;
• list of rights and obligations of participants;
• information on how profits and losses are distributed among members of the company;
• description of the reorganization and liquidation procedure.

If the charter is drawn up with errors, it will not be accepted by the tax authorities. You will have to make adjustments, then pay the state fee again, and only after that apply again for registration. This is not only a waste of time, but also money. Therefore, people who do not understand the nuances of office work prefer to hire a lawyer. You can also manage on your own. There are a lot of templates on the Internet. The founders of the society will only need to carefully replace the data of the fictitious organization with their own.

Consumer cooperative: capital

The main source of funds for any cooperative is the contributions of its members. The primary funds of a consumer cooperative are formed exclusively at the expense of the participants. In the future, capital can be increased in various ways, depending on the direction of the organization. For example, a trade and production cooperative may raise funds by selling goods and services. At the same time, the garage cooperative exists solely on the contributions of the participants.

The size of a mutual fund is not fixed and not limited in size by law, unlike a limited liability company. Its size is determined by the general meeting before registration with the tax office. In the future, the general meeting may also decide to change the main fund.

Credit consumer cooperative

A credit cooperative is created by citizens or legal entities on a voluntary basis. The minimum number of members is 15 individuals or 5 legal entities. The purpose of creation is to satisfy the financial interests and needs of its members. There are two varieties:

• a credit cooperative of individuals (there can be no legal entities in such a cooperative);
• 2nd level credit cooperative (this form combines several credit cooperatives).

A credit cooperative is a non-profit organization designed to meet the needs of shareholders. To achieve these goals, he pools the funds contributed by the participants, then offers them, if necessary, as a loan to his shareholders. In addition, other actions can be carried out that should lead to the goal for which the society was created. The activities of such cooperatives are regulated by the Bank of Russia and the Law "On Credit Cooperation".

Participation in a credit cooperative is often a much more profitable option than loans and credits from banks. For its shareholders, the company sets the most optimal loan conditions. The interest rate at which a loan is issued is almost always lower than the average bank rate, and the term may be more optimal for a cooperative member. Participation in such a cooperative is most relevant for people whose activities are constantly associated with borrowed funds.

SPK

An agricultural consumer cooperative is the most common type of community in our time. Naturally, the bulk of all these organizations are located in villages and rural areas. It is there that it makes sense to engage in this activity. An agricultural consumer cooperative can be of any direction:

• livestock;
• horticultural;
• horticultural;
• supply;
• serving;
• trade;
• processing;
• SPC of a different kind.

You can open it with a minimum number of participants of 5 people or 2 organizations. At the same time, there is a condition for the work to be carried out for members of the SPK. Namely, at least 50% of all work must be done for the participants.

The process of opening a society begins with the development of a plan, the submission of applications for participation from shareholders and general meeting. Documents for registration of a cooperative are submitted after completion of these stages.

For individual farmers and rural residents who run their own farms, participation in the SEC is beneficial. It is difficult and time-consuming to process vast areas of land without expensive equipment, and when a SEC is opened, this equipment can be purchased with benefits for each participant. The same applies to equipment for poultry and livestock breeders. Special buildings, equipment for care, medical care of animals, purchase of feed - all this becomes much more profitable when opening a legal entity. Thus, the quality of products, their quantity increases, and the costs of each individual participant become lower.

A consumer cooperative, classified as a non-profit organization, is characterized by features that are characteristic of cooperatives of any kind and distinguish the cooperative from other legal entities provided for by the Code. These features include: membership, which is organizational basis formation of a cooperative, democratic principles of management of cooperatives (in particular, one participant - one vote); making property share contributions by members of the cooperative; satisfaction of the material and other needs of the members of the cooperative as the main goal of the association of citizens and legal entities into a cooperative.

The difference between production and consumer cooperatives is not different purpose(for the former, making a profit, and for the latter, meeting the needs of members), but in the specifics of the chosen ways to meet these needs. In a production cooperative, the goal is achieved mainly through personal labor participation members of the cooperative in its production, other economic activity. The final product (service) produced as a result of such activities is not consumed by the members of the cooperative, but is sold to the side. Meeting material and other needs of members production cooperative is carried out through the payment of their labor, income from the profits of the cooperative and shares. In a consumer cooperative, the objects of consumption of members of the cooperative are things, works, services produced directly by the cooperative or other organizations. A consumer cooperative provides items, works, services to members of the cooperative through trade organized by it, construction, operation of a built or acquired object, etc. A member of a consumer cooperative is not obliged to take personal labor participation in the activities of the cooperative. If he works in a cooperative, then his relationship with the cooperative is regulated by labor legislation for employees.

The Code provides a universal concept of a consumer cooperative without specifying its varieties. Currently, there are consumer societies, housing and dacha construction, housing, dacha, garage, gardening and other cooperatives. There are significant differences between these types of consumer cooperatives. If housing, country, etc. cooperatives are typical non-profit organizations, then consumer societies do not meet all the features of a non-profit organization. For them, entrepreneurial activity is not an opportunity, enshrined in paragraph 3 of Art. 50 Civil Code, but a necessity. It is impossible to satisfy the needs of members-shareholders of consumer societies without producing or purchasing goods, without carrying out trading, intermediary, procurement and other commercial activities (for example, in the field of consumer services). Consumer cooperatives carry out commercial activities directly or through commercial or non-commercial organizations founded by them, as well as through organizations in which they participate as shareholders, contributors and other participants.

The legislation does not define the areas in which consumer cooperatives operate, their management bodies, the regime of property of these cooperatives. According to the Code legal status consumer cooperatives, the rights and obligations of their members must be determined by laws on consumer cooperatives.

The activities of consumer societies and their unions are regulated by the Law of the Russian Federation "On consumer cooperation (consumer societies, their unions) in Russian Federation"(As amended by the Federal Law of July 11, 1997) (SZ RF. 1997. N 28. Art. 3306). The organization and activities of consumer cooperatives in agriculture are determined by the Federal Law of December 8, 1995 "On Agricultural Cooperation" (SZ RF. 1995. N 50. Art. 4870). A cooperative as organizational form A non-profit organization is provided for in the Federal Law of April 15, 1998 "On horticultural, horticultural and dacha non-profit associations of citizens" (SZ RF. 1998. N 16. Art. 1801).

Unfortunately, there is still no certainty in regulating the activities of such consumer cooperatives as housing, housing construction, garage cooperatives. There is an urgent need to pass laws on such important varieties of consumer cooperatives.

The consumer cooperative is voluntary association citizens and legal entities on a membership basis. Consequently, a consumer cooperative is formed on the initiative of citizens and legal entities who wish to unite in such a cooperative and become its members. The Civil Code does not establish the minimum number of founders required to form a cooperative. The answer to this question is contained in the laws on consumer cooperatives and (or) in their charters.

The founding document of a consumer cooperative is its charter, approved by the general meeting of members of the cooperative. The charter must contain the information specified in paragraph 2 of Art. 52 and paragraph 2 of Art. 116 of the Code. The inclusion of this information in the charter is mandatory for all consumer cooperatives. The commented article does not say that other information may be included in the charter. However, this does not mean that the charter cannot include information necessary for the organization and operation of a consumer cooperative of the corresponding type.

The name of a consumer cooperative must contain an indication of the main purpose of its activity, as well as either the word "cooperative", or the words "consumer union" or "consumer society". The words "cooperative" or "consumer society" essentially express the same concept. The words "consumer union" need clarification. Since the "consumer union" is one of the names of the consumer cooperative, articles 121 - 123 of the Civil Code on unions (associations) cannot apply to it. At the same time, a consumer society and a consumer union are not identical concepts. In all likelihood, the Code contains the idea of ​​multi-level consumer cooperatives. If a cooperative-society is a consumer cooperative of the first level, then a consumer union is a consumer cooperative of a higher level, into which primary cooperatives or societies can unite. It is also possible that the consumer unions will form a consumer union of a different level.

Multilevel cooperatives are known to the practice of the global cooperative movement. It is important to emphasize that they are all cooperatives, not unions in the sense of Art. 121 - 123 of the Civil Code. Consolidation of consumer cooperatives (societies, consumer unions) into unions (associations), provided for by Art. 121 - 123 is also possible. Such an association is the right of any non-profit organization. Such unions are the Central Union of the Russian Federation, unions of housing and other cooperatives.

A consumer cooperative, like any legal entity, is subject to state registration and is considered created from the moment of state registration (Article 51 of the Civil Code).

Share contributions made by members of the cooperative are included in the property of the cooperative. Their size, the composition of share contributions and the procedure for making them must be provided for by the charter of the cooperative.

Share contributions are the main source of property for housing, summer cottages, garages, etc. cooperatives. For consumer societies, a share contribution is the initial capital, the minimum amount of their property. The main part of the property of a consumer society is formed at the expense of profits received from entrepreneurial activity.

The property of a cooperative, like any legal entity, is its property. However, according to the rule of paragraph 5 of Art. 116 Cooperative income received from entrepreneurial activity is distributed among its members. This rule does not comply with paragraph 1 of Art. 50 of the Civil Code, according to which non-profit organizations are not entitled to distribute the profits received among the participants in such an organization. There are no indications of possible exceptions to this rule in the Code. Nevertheless, the norm of paragraph 5 of Art. 116 should still be interpreted as an exception to the rule established by paragraph 1 of Art. 50 GK.

The term "income" used in paragraph 5 also needs to be explained. The purpose of entrepreneurial activity is to make a profit. Therefore, the word "income" should be understood as the profit received by the consumer cooperative from such activities. At the same time, that part of the profit that the cooperative has left after settlements with the budget and making other obligatory payments (net profit) may be subject to distribution among the members of the consumer cooperative.

The reference in the Code to the distribution of income among the members of the cooperative does not mean that they are not entitled in the charter of the cooperative or decisions of the general meeting of members of the cooperative to provide for a different procedure for using all or part of the profits of the cooperative. For example, to direct profits to the renewal of the fixed assets of the cooperative, their repair, to new construction, social needs, and similar goals common to all members of the cooperative. Otherwise, no cooperative can have a future.

The composition of the property is housing, housing construction, summer cottages, garages, etc. cooperatives do not include premises (apartments, dachas, garages and other premises) provided by the cooperative to persons who have fully paid their share contribution for these premises (clause 4 of article 218 of the Civil Code).

6. Paragraph 4 of the commented article establishes one of the most important duties of a member of a consumer cooperative - to bear responsibility for his losses. This responsibility consists in the fact that the members of the cooperative are obliged to make additional shares to cover the losses of the cooperative, reflected in the annual balance sheet of the cooperative. Additional contributions must be paid within three months of the approval of the annual balance. The condition on the amount of these contributions and the procedure for the distribution of obligations for their payment must be established by law and (or) the charter of the consumer cooperative. In case of non-fulfillment of the obligation to make additional contributions, the cooperative may be liquidated in a judicial proceeding at the request of creditors. If not all members of the cooperative make additional contributions, then the remaining members jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

The words contained in Part 2, Clause 4 on the subsidiary liability of members of a cooperative for its obligations cannot be interpreted broadly. Here, as well as in part 1, the obligation of the members of the cooperative is meant only to make additional contributions to cover the losses established in the annual balance sheet of the cooperative, and not to fulfill the current obligations of the cooperative.

Members of the cooperative jointly and severally bear subsidiary liability only to the extent of the unpaid part of the additional contribution of each member of the cooperative. Within the meaning of this article, such liability does not apply if additional contributions are not made by all members of the cooperative. In this case, the creditors of the cooperative may demand that the cooperative be declared insolvent by a court.

The assignment by this rule to the members of a cooperative of the obligation to make additional contributions to cover the losses of the cooperative does not mean that the cooperative is not entitled to find other sources to cover such losses. Additional contributions from members of the cooperative should be resorted to when other possibilities to cover losses have been exhausted.

What is a consumer society?

Let us first find out what organizational and legal forms of enterprises and organizations are provided for by Russian legislation.

In accordance with the Civil Code of the Russian Federation, all organizations in the Russian Federation are divided into two groups - commercial and non-commercial. The former aim to make a profit from their activities (production, sales, provision of services, etc.) The latter provide social services, contribute to the development of education, science, culture, provide charity, etc., that is, they set themselves socially useful goals.

Commercial and non-commercial organizations can be created in various organizational and legal forms. Commercial organizations can be created in the form of joint-stock companies, limited liability companies, etc. A distinctive feature of these organizational and legal forms is that their founders (creators) need to form authorized capital, not less than 100 times minimum size salary, which is currently 10 thousand rubles.

Organizational and legal forms of non-profit organizations may be as follows:

• · public organization, body of public initiative;
• · non-commercial partnership, institution;
• · religious organization;
• consumer cooperative, consumer society, union of consumer societies;
• Others in accordance with the law.

A non-profit organization has the right to engage in entrepreneurial activity only if this activity corresponds to the goals for which the organization was created, and is carried out in order to achieve these goals. The charter of a non-profit organization may establish that it cannot carry out entrepreneurial activities at all.

Now let us dwell on such organizational and legal forms of enterprises as a consumer cooperative, a consumer society, and a union of consumer societies.

According to Article 116 of the Civil Code of the Russian Federation, a consumer cooperative is a legal entity based on a voluntary association of citizens and (or) legal entities on a membership basis in order to meet the material and other needs of participants, carried out by combining property shares by its members. The consumer cooperative is recognized non-profit organization. Members of a consumer cooperative jointly and severally bear subsidiary (i.e., additional, in addition to what they have contributed) liability within the unpaid part of the additional contribution of each of the members of the cooperative. The last part of this article says that the legal status of consumer cooperatives, as well as the rights and obligations of their members, are determined in accordance with this code and relevant laws on certain types of consumer cooperatives.

Consumer cooperatives by types (purposes of their activities) are also diverse. These can be agricultural consumer cooperatives operating on the basis of the Federal Law "On Agricultural Cooperation", garage, housing construction, horticultural, credit, consumer societies, unions of consumer societies and others. Each of these specialized consumer cooperatives has its own federal law that regulates their work and takes into account one or another specificity of their activities.

Now let's come close to such types of consumer cooperatives as the consumer society and the union of consumer societies. Their activities are regulated on the basis of the Federal Law of July 11, 1997 No. No. 97-FZ "On the introduction of amendments and additions to the Law of the Russian Federation "On consumer cooperation in the Russian Federation"", which actually establishes completely new edition of this law, even changing the name of this law, namely, now it is called the "Law of the Russian Federation On consumer cooperation (consumer societies, their unions) in the Russian Federation" (hereinafter referred to as the "Law").

The law determines that a consumer society is a voluntary association of citizens and (or) legal entities, created, as a rule, on a territorial basis, on the basis of membership by combining property shares by its members for trade, procurement, production and other activities in order to meet material and other needs of its members. The Union of Consumer Societies is a voluntary association of consumer societies on the basis of decisions of general meetings of consumer societies, unions can be district, regional, regional, republican and central union of consumer societies. In the names of other specialized types of consumer cooperatives (garage, summer cottages, etc.), the use of the words "consumer society", "union of consumer societies" is not allowed. It is also interesting to note that the preamble of the Law establishes that this law guarantees consumer societies and their unions, taking into account their social significance, as well as citizens and legal entities creating these consumer societies and their unions, state support. What does this governmental support, it is said in the by-laws developed by the Government of the Russian Federation and other departments (at different levels of government) on the basis of this Law (government ones are included in the Package of documents). Find out what measures to support consumer cooperation (they must be) established in your region and body local government. To do this, make a written request to the regional (territorial) administration and local government at your place of residence. These departments are obliged to respond in writing to your request within one month from the date of its receipt.

Consumer societies (consumer cooperatives, in general) are distinguished by the democratic nature of their management. The supreme governing body of the company is the general meeting of members-shareholders, then there are bodies accountable to it: the council of companies and headed by the chairman - a representative body, the board - the executive body and the control and audit commission - the control body. Shareholders vote at the general meeting according to the "One shareholder-one vote" principle, regardless, for example, of the amount of the share contribution paid by them. The law also establishes other norms that protect the rights of shareholders of a consumer society. Highest Degree democratic management, the non-commercial nature of the activities of the consumer society, a guarantee, at least formal, of state support - all these distinctive features consumer society is of particular value when campaigning among the population to join the shareholders, because, especially among the elderly, pensioners, socially vulnerable people, this finds clear support, is associated with times when everyone trade organizations were state-owned, and speculation (and, in general, entrepreneurship) were criminal acts.

With all the advantages and popularity, the predominance of the elderly among the population, the low level of income, this organizational and legal form is used extremely rarely (ask yourself how far is the nearest consumer cooperative from you?). In the modern capitalist world, however, consumer cooperation has reached considerable heights, and now has a significant share in the national economy of many countries. So, for example, in the UK by the mid-80s of the XX century. consumer cooperatives accounted for 8% of the total retail turnover and 18% in the food trade. The Norwegian Cooperative Union has an 11% share in the national trade turnover, and the Swedish consumer cooperatives - 20%. Swiss consumer cooperatives have 1.1 million members (with a population of 6.4 million at the end of 1983), and their services are used by up to 90% (!) of the country's population "(data taken from: Krasheninnikov A.I. , "Cooperation in the modern world", M., Economics, 1897).

The founders of scientific communism assessed collective (ie, cooperative) property as a "gap" in the system of capitalist relations, as a "transitional form" from capitalism to socialism, and consumer cooperation as a prototype of the socialist organization of society. You involuntarily ask yourself the question: who built socialism for 70 years (and at what cost!) - Russia or, for example, Switzerland?

Legislation on consumer cooperatives, Federal Law "On consumer cooperation in the Russian Federation"

The regulatory framework in Russia related to consumer cooperation is represented primarily by the Civil Code of the Russian Federation, which gives general definition consumer cooperative, and also reveals the main provisions in relation to such a legal association and indicates some of the obligations of its members.

In addition, consumer cooperation in Russia is regulated in more detail by the Law of the Russian Federation “On consumer cooperation (consumer societies, their unions) in the Russian Federation” dated June 19, 1992 No. 3085-1. Compared to the code, this piece of legislation is more specific and covers, among other things:

• issues of creating a consumer cooperative;
• features of membership in such an organization;
• the structure of the consumer cooperative, including management bodies;
• composition of the company's property;
• the nuances of the work of consumer cooperatives, including issues of reorganization, liquidation and association into unions.

However, Law No. 3085-1 specifically highlights and excludes the activities of specialized cooperatives, such as:

• agricultural;
• credit;
• garage;
• others.

In this regard, the activities of some types of consumer cooperatives are regulated by special regulations:

1. Law "On Agricultural Cooperation" dated 08.12.1995 No. 193-FZ.
2. Law "On credit cooperation" dated July 18, 2009 No. 190-FZ.
3. Housing Code of the Russian Federation (in relation to housing cooperatives).

The consumer cooperative is a non-profit organization

A consumer cooperative, in accordance with the law, is an association of people and organizations based on the desire to satisfy any similar material and other goals. At the same time, the founders of a consumer cooperative (society) may be citizens aged 16 years and over and (or) a legal entity. The constituent composition of the consumer community should not be less than 5 citizens and (or) 3 organizations.

Members of a consumer cooperative make entrance and share contributions with their property. Membership in a consumer union entitles its members to:

1. By own will to participate in and out of society.
2. Conduct activities for the work of the company with the opportunity to be elected to the management and control bodies.
3. Receive co-op payments.
4. To have preferences over other consumers in obtaining goods or services of a consumer cooperative.
5. To sell personally produced goods or products through the consumer community.
6. Enjoy other benefits.
7. Have an advantage over other applicants when applying for a job in a consumer cooperative.
8. Apply to the court with complaints against the actions of the governing bodies of the company.

The owner of the property provided as shares is the company itself. At the same time, in the Civil Code of the Russian Federation, a consumer cooperative appears as a non-profit organization endowed with the ability to conduct entrepreneurial activities in order to achieve its statutory goals. In the interests of this, a consumer cooperative may establish commercial, medical, educational and other organizations or be a founder (participant) of an entrepreneurial company. However, a non-profit consumer cooperative is vested with the right to distribute part of the profits among its participants and therefore occupies an average position between commercial and non-profit organizations.

Separate types of consumer cooperatives, such as agricultural and credit, are also defined in regulations as a non-profit organization. Let's consider them in more detail.

Credit consumer cooperative

In accordance with the law "On credit cooperation" dated July 18, 2009 No. 190-FZ, a credit consumer cooperative is an organization created on a voluntary basis, uniting citizens and enterprises on the basis of membership, territorial, professional or other grounds in order to compensate for the financial needs of its participants . In a number of credit consumer cooperatives, 2 formations are distinguished into separate groups:

• credit consumer cooperative of citizens (members of the organization are only individuals);
• tier 2 credit cooperative, an entity consisting only of credit cooperatives.

A credit consumer cooperative can be created by citizens or legal entities in the amount of 15 or 5, respectively. If a cooperative is mixed in its constituent composition (represented by both citizens and organizations), then there must be at least 7 founders. The procedure for creating a credit consumer cooperative is similar to the procedure for organizing and registering any other legal entity, with the exception of the requirement to include the phrase “credit cooperative."

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Credit consumer education is defined in the law as a non-profit organization that coordinates the provision of material assistance to its shareholders. To achieve this goal, the cooperative operates in two ways:

1. Combines share contributions and attracts financial resources of participants and other funds in accordance with the law and the charter of the cooperative.
2. Provides loans to its members from the funds raised.

In addition to these actions, as any non-profit organization, a credit consumer cooperative has the right to carry out other types of activities aimed at achieving the goals for which it was created, and subject to the restrictions established in Art. 6 of Law No. 190-FZ.

Regulation in the field of credit cooperation is carried out by the Bank of Russia.

Agricultural consumer cooperative

An agricultural consumer cooperative is defined in the law as an association formed by agricultural producers and (or) citizens engaged in agricultural production on personal plots. Necessary condition In order to be accepted as a member of an agricultural cooperative of citizens leading a personal subsidiary plot, their participation in the economic activity of a consumer cooperative is mandatory.

The Agricultural Consumer Union is a non-profit organization and, in accordance with the type of activity, is divided into:

• processing;
• trade;
• serving;
• supply;
• crop production;
• livestock;
• a consumer cooperative of a different kind.

At the same time, half of the total volume of work performed by the cooperative should be carried out for the members of this association.

An agricultural consumer association is formed if it includes at least 2 organizations or at least 5 citizens. The name of the cooperative must contain the words "agricultural consumer cooperative" and an indication of the main type of activity.

The creation of an agricultural cooperative at the initial stage involves the development of a technical and economic plan that argues for the production and economic activities of the union, the acceptance of applications for membership in the cooperative, the holding of a general meeting of members of the association, and the preparation of a draft charter. In the future, the organization is registered in the usual manner provided for any legal entity.

Exemplary charter (sample 2019 - 2020) of a consumer cooperative

Download charter form

Each of the considered legislative acts (laws No. 3085-1, 190-FZ, 193-FZ) contains a rule that defines the basic information that should be included in the charter of a consumer cooperative.

General data for charters of all types of consumer associations are:

• the name of the society;
• the address;
• the main direction and goals of the activity;
• rules for admission to membership in the cooperative and the procedure for leaving it;
• information about the share contribution, including data on the amount, payment procedure, liability for delay;
• information on the structure and procedure for the formation of the governing unit of the union;
• the composition of the rights and obligations of members of the society;
• rules for the distribution of income and losses generated in the course of the work of the cooperative;
• the procedure for the reorganization and liquidation of a consumer cooperative.

Consumer cooperatives are associations of citizens, as well as individuals and organizations on a voluntary basis for joint achievement goals, mainly to meet the needs for goods and services.

The purpose of the first cooperative enterprises created by philanthropists at the beginning of the 19th century in Great Britain was to improve the situation of workers in production. Then such associations began to be organized by the workers themselves and allowed them to acquire necessary goods at reasonable prices.

In Russia, consumer cooperation began to develop actively in the second half of the 19th century. Then the Soviet state carefully controlled the activities of consumer societies in accordance with the principles of a planned economy. Today, consumer cooperatives of various types continue to be created in the country.

Legislative basis for this issue. The concept and goals of creation

Main documents regulating the creation and operation such associations in Russia:

A consumer cooperative is a voluntary association of citizens and organizations, which is based on the satisfaction of common material needs and other goals.

It can be established by citizens from 16 years of age and/or legal entities, and the constituent composition must include at least 5 citizens and/or 3 organizations. All participants have the obligation to pay entrance and share fees, which are the main property of the company.

Associations of consumer cooperation are called upon to solve following tasks:

Association members enjoy the following rights on the:

• voluntary entry into the cooperative and exit from it.
• election to the management and control bodies of the company.
• conducting activities that correspond to the goals of a particular consumer cooperative.
• receiving payments due to all members of the company.
• preferential receipt of goods or services of the cooperative in comparison with other consumers.
• sale of their goods or products through the consumer community.
• other benefits within the framework of the activities of the consumer cooperative.
• training in educational institutions of consumer cooperation.
• advantage when hiring in the association.
• protection of their legitimate interests in court in case of their violation by the management bodies of the consumer cooperative.

In accordance with the Civil Code of the Russian Federation, a consumer cooperative, however, has the right to conduct entrepreneurial activities in order to achieve the goals indicated in the charter, and to establish various organizations or an entrepreneurial company for this. The income of the consumer cooperative distributes independently among its participants.

Kinds

There is the following classification of these associations:

• housing construction cooperatives (ZhSK);
• housing savings cooperatives;
• consumer societies;
• garage-building cooperatives (GKS);
• dacha-building cooperatives (DSK), etc.

Agricultural and credit associations are certain types consumer cooperatives.

Main types of agricultural consumer cooperative:

• horticultural;
• horticultural;
• livestock;
• processing;
• trade;
• supply, etc.

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Documentation, liability and taxation

Charter is the main document of any consumer association. It contains the following information:

At the same time, each charter, in addition to typical information, also contains specific, characteristic for each particular association. It is recommended to develop an individual founding document when creating each cooperative.

Main governing bodies consumer cooperative:

1. General meeting of members - the highest body of activity headed by the chairman;
2. Supervisory Board - acts in the intervals between meetings of the general meeting;
3. The board of the cooperative is a collegial executive body;
4. Assembly of authorized representatives - elected at separate precinct meetings;
5. The Audit Commission controls financial activity consumer cooperative.

Regardless of the contribution amount each member of the association has one vote.

All participants pay the prescribed types of contributions (entry, share and others), and can also work a certain amount of time when creating objects of cooperative property.

General meeting may rule out by his decision of a shareholder from a consumer cooperative, if he without good reasons fails to perform his duties or commits actions that damage the activities of the company. Upon withdrawal or exclusion, the shareholder is paid the cost of the share contribution and other cooperative payments. Shareholders also bear the debts of the company in the legislative and statutory order. A former member of the cooperative has the right to appeal his exclusion by going to court.

Property of a consumer society comes from the following sources:

• share contributions of participants;
• income from entrepreneurial activities of the company and its organizations;
• other legitimate sources.

If, as a result of the activities of a consumer cooperative losses, then they are covered by additional contributions from its members. In a situation where a member of the company does not pay or does not pay his contribution in full, he can be attracted, together with the cooperative, to debts with his personal property.

Features of taxation of a credit cooperative become evident, first of all, from its status as a non-profit organization. and is not paid if the cooperative carries out activities provided for by its charter.

If the consumer cooperative hires workers, including from among its members, taxes and mandatory payments are accrued based on the remuneration of these employees for all reasons (deductions to off-budget funds, collection for the needs of educational institutions, local taxes). The consumer cooperative also pays contributions to the road fund.

Registration rules

The procedure is mandatory state registration consumer association, which is similar to the procedure for registering any legal entity.

To do this, the following documents are submitted to the registration authority: package of documents:

The fact of state registration of a consumer cooperative confirms registration certificate. From this moment, the legal capacity of the association, its rights and obligations arise.

Citizens who are already 16 years old have the right to establish a consumer cooperative, while the number of founders is assumed to be at least 5 people and / or at least 3 legal entities.

Mandatory in the name should the words "cooperative", "consumer society" or "consumer union" should be included, and the main purpose of the activity should be indicated.

Reorganization and liquidation procedures

These procedures are subject to general rules and legal entities. A special case is the full payment by all members of the society of share contributions for the use of certain objects (apartments, garages, summer cottages, land plots, etc.), when a consumer cooperative is necessarily reorganized or liquidated. The participants of the cooperative become the owners of this property and, accordingly, the right of ownership to it by the cooperative is terminated.

It also provides for the possibility of declaring a consumer cooperative.

The concept of a credit consumer cooperative and its meaning

Such a cooperative is an organization that is created voluntarily and unites citizens and enterprises in order to compensate for the financial needs of participants on the basis of membership, territorial, professional or other grounds.

The main purpose of the credit cooperative is the financial mutual assistance of its participants: those who need cash they are received, and those who wish to have income in the form of interest provide their funds. The credit cooperative itself makes a profit by engaging in types of entrepreneurial activity that are not prohibited by law.

Distinguish the following types association data:

• credit consumer cooperative of citizens. Its participants can only be natural persons;
• credit cooperative, consisting only of credit cooperatives.

In order to create a credit consumer cooperative, it is necessary to unite citizens in the amount of 15 people or legal entities in the amount of 5 organizations. A mixed composition of the organization is also acceptable with the number of founders of at least 7.

The very procedure for creating a credit consumer cooperative is similar to the formation of any legal entity, however in the name of the association the phrase "credit consumer cooperative" must be included.

According to the law, a credit consumer cooperative is a non-profit organization, which coordinates the provision of material assistance to those who are members of it, that is, to all its shareholders.

To achieve the necessary goals, the credit cooperative performs the following actions:

1. Combines share contributions of participants;
2. Uses the financial resources of the members of the association;
3. Attracts other amounts of money in accordance with the law and its own charter;
4. Issues loans to its participants from the attracted funds;
5. Carries out other activities that help achieve its statutory goals, subject to restrictions under Law No. 190-FZ.

Activities of credit cooperation organizations regulated by the Bank of Russia.

The legal basis for the organization and activities of credit associations is the Civil Code of the Russian Federation, the Law "On Agricultural Cooperation" and the charter of each cooperative separately.

Main sources of property are:

• share contributions of its members (are obligatory);
• other sources, including business activities that do not contradict the charter (are possible).

Association funds

A credit cooperative may form such funds, as a share (statutory), indivisible and others that are provided for by its charter.

Share (statutory) is the main guarantee of satisfaction of the requirements of its creditors. Its minimum amount is determined at the legislative level. It is formed at the expense of the contributions of the participants of the association and by the time of the state registration of the association must be paid in full or in established by law amount for a credit cooperative.

According to the law and the charter of a credit cooperative, other property funds may also be formed in it. In addition, a cooperative can also carry out some types of entrepreneurial activities (for example, rent out property that is not used or sell products produced by its members). Income from such activities is received for general needs or distributed among the participants of the cooperative, depending on the decision of the general meeting.

Positive sides

Advantages of such a financial association to the bank:

How not to fall into a financial pyramid under the guise of a credit cooperative

It should be remembered that under the mask credit institution often scammers can hide. Unfortunately, Russia has not yet created an effective mechanism for controlling this sector of the financial market.

In order not to lose your savings, you need to be able to "calculate" unreliable associations in time, performing the following recommendations:

• study information about the activities of a credit cooperative, its founders, the period of activity and feedback from participants about it;
• check whether the cooperative is a member of a self-regulatory organization (SRO), which in an unforeseen situation will be able to partially compensate for the losses of depositors;
• check the entry of a credit cooperative in the state register on the website of the Central Bank, as well as in the association of credit cooperatives;
• too high percentage of profitability of a credit institution, an offer to investors to invest in various financial instruments, availability of bonuses and premiums for attracting new participants;
• it is mandatory to verify the authenticity and correctness of registration documents of the organization, as well as its reporting. It must be remembered at the same time that a credit cooperative is a non-profit organization;
• the fact of registering a cooperative in another region, as well as the presence of a network of branches in it, should arouse suspicion, unless it is a cooperative operating on a professional basis;
• carry out an audit of the insurance company of the cooperative;
• do not trust the aggressive advertising of the association, which will indicate the interest of the cooperative only in making a profit, and not in solving the problems of its members;
• find out if the organization provides loans to its members. Questionable associations, as a rule, only accept money;
• take an interest in the work of the governing bodies of the cooperative, the ability of its members to influence the decisions made.

Can consumer cooperatives be trusted in the following video: