Autonomous non-profit organization. Features of the legal status of an autonomous non-profit organization (ANO)

An autonomous non-profit organization - its features are manifested in the activities they carry out, the rights of founders, the procedure for reorganization, etc. We will talk about this in our article.

Law on Autonomous Non-Profit Organization: Basic Provisions

The concept and basic provisions of the activities of an autonomous non-profit organization are defined:

in Art. 123.24 of the Civil Code of the Russian Federation;
Art. 10 of the Law “On Non-Commercial...” of January 12, 1996 No. 7-FZ (hereinafter referred to as Law No. 7-FZ).

So, an autonomous non-profit organization (ANO) is created by citizens and organizations that have made property contributions, or arises as a result of the transformation of a legal entity of a different organizational form (only in cases specified in the law).

ANO does not have the goal of making profit and distributing it among participants. It is created to provide services in the field of education, law, science, etc. Making a profit is possible, but within the framework of the main activity.

Only one person can create an organization. The number of founders of an ANO is not limited by the legislator.

ANO is a unitary organization; it has no members or participants.

ANO Charter - 2018 - 2019

An autonomous non-profit organization, like any other organization, must have a charter. In paragraph 2 of Art. 123.24 of the Civil Code of the Russian Federation states that it must indicate:

the words “autonomous non-profit organization”;
location of the company;
the purpose of its activities;
information about its bodies (name, composition, competence).

Practice has shown that the charter of an autonomous non-profit organization for 2018 - 2019 must also contain the following information:

about all types of activities carried out by the ANO;
the right of autonomous non-profit organizations to open branches;
composition of ANO property (sources of its formation);
the procedure for changing information in the charter;
procedure (cases) for reorganization and liquidation of an autonomous non-profit organization.

The charter of an autonomous non-profit organization may contain other information.

ANO activities and management

By law, an autonomous non-profit organization is created to provide publicly beneficial services. The profit received as a result of their provision is the property of the ANO and is spent on its own needs.

Movable, immovable property, rights to something - everything transferred by the founders when creating a company or during its activities also becomes the property of the ANO. After the transfer, the founders will not be able to claim the property in any situation. They are also not liable for the company’s obligations (clause 3 of Article 123.24 of the Civil Code of the Russian Federation).

ANO has the right to dispose of available funds at its own discretion, including investing them in securities and other investments. The profit received as a result of financial transactions is spent on the goals and objectives specified in the charter. Such profits are not distributed among the founders.

The founders can use the services provided by the ANO only on generally established conditions (clause 4 of Article 123.24 of the Civil Code of the Russian Federation).

At the same time, the founders manage the ANO:

determine the management procedure;
create an executive or collegial body;
supervise the activities of the autonomous non-profit organization.

The head of an autonomous non-profit organization can be one of the founders (clause 3 of article 123.25 of the Civil Code of the Russian Federation).

Is it possible to reorganize ANO

According to paragraph 7 of Art. 123.24 of the Civil Code of the Russian Federation, an independent non-profit organization can be converted into a fund. Other types of reorganization are not permitted.

To convert an independent non-profit organization into a fund:

The founders make such a decision (Clause 5, Article 17 of Law No. 7-FZ).
The above decision on transformation and a completed notice of the start of reorganization in Form 12003, approved, are submitted to the Ministry of Justice. by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@.
The “Bulletin of State Registration” publishes information about the upcoming transformation of the ANO into a fund.
3 months after the entry into the Unified State Register of Legal Entities about the beginning of the reorganization, documents are submitted to the Ministry of Justice to register the organization created through the reorganization (application on form 12001, etc.). A period of 3 months should be waited in accordance with paragraph. 3 p. 4 art. 57 Civil Code of the Russian Federation.

IMPORTANT! It is known that all entries in the Unified State Register of Legal Entities are made by the Federal Tax Service, but the applicant registering an autonomous non-profit organization does not need to apply there. The Ministry of Justice, in order to interact with the Federal Tax Service, will itself send all the documents (see paragraph 4 of the Procedure for interaction..., approved by order of the Ministry of Justice of the Russian Federation dated November 12, 2010 No. 343).

The state fee for making entries in the Unified State Register of Legal Entities is also paid using the details provided by the Ministry of Justice.

Liquidation of ANO

Liquidation of ANO occurs in accordance with Art. 19 of Law No. 7-FZ:

The founders of the ANO appoint a liquidation commission, which begins to actually manage the affairs of the organization.
The Liquidation Commission publishes information about the upcoming liquidation of the ANO in the State Registration Bulletin and indicates the period during which creditors can present their claims.
After the expiration of the above period, an interim balance sheet is drawn up, which sets out the composition of the property and the claims of creditors.
If the available money is not enough to pay off the claims, an auction is held where the property of the ANO is sold.
Settlements with creditors are made, after which a liquidation balance sheet is drawn up, approved by the founders of the ANO or its executive body.

The remaining funds are donated to charity or turned into state income (Clause 1, Article 20 of Law No. 7-FZ).

The ANO is considered liquidated with an entry about this being made in the Unified State Register of Legal Entities (Article 21 of Law No. 7-FZ).

One type of non-profit organization is ANO. It is created to provide socially useful services: educational, medical, etc.

The property contributed by the founders is considered the property of the ANO, as well as the profit received by it as a result of its activities, and is used for the purposes specified in the charter.

By decision of all participants, the ANO can be converted into a fund and liquidated.

I would like to dedicate this article to a very common and fairly young type of non-profit organizations existing on the territory of Russia - the Autonomous Non-Profit Organization (ANO). Despite the popularity of this form, there is very little information in the law and in the legal literature about it (I visited dozens of bookstores and looked at the same number of Internet sites, to my surprise, there is practically no literature devoted to ANO (and non-profit organizations in general!).

An autonomous non-profit organization is a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services (Article 10 , clause 1, paragraph 1 of the Federal Law “On Non-Profit Organizations”). Autonomous non-profit organizations base their activities on the principle of non-membership and are created on the basis of property contributions of the founders to provide various services, primarily of a non-commercial nature. Unlike owner-financed institutions, such organizations have the right of ownership to the property transferred to them by the founders. The founder (the founder can be one or several persons over 18 years of age) does not retain rights to the property transferred into the ownership of the organization, in contrast to non-profit partnerships, where upon leaving the organization or upon its liquidation, members can receive their property or the value of this property. The ANO design can be successfully used to conduct business, especially in the provision of paid services. For example, private schools, kindergartens, universities, hospitals, various kinds of consultations, etc. can be created in this form. Tax conditions for these organizations will also be more favorable than for commercial legal entities. The founders are not liable for the debts of an autonomous non-profit organization, just as the organization itself is not liable for the obligations of the founders. The organization is liable for its obligations with all its property, which, according to Russian legislation, can be foreclosed on.

The legal nature of an Autonomous Non-Profit Organization has much in common with a foundation, because The founders of the ANO have neither real nor obligatory rights in relation to its property, including those transferred by them as a contribution to the property of this organization. The founders of an autonomous non-profit organization are obliged to supervise the activities of the organization in the manner prescribed by its charter. In accordance with paragraph 4 of Art. 10 Federal Law “On Non-Profit Organizations” The founders of an autonomous non-profit organization can use its services only on equal terms with other persons.

The constituent document of an autonomous non-profit organization is the charter. However, if an organization is created by two or more persons, then the founders are given the opportunity to conclude a constituent agreement between themselves, which must provide for all the conditions for their participation in the creation and activities of this legal entity. It is the constituent agreement, which comes into force from the moment of conclusion and is valid throughout the existence of the organization, that will bind the founders with each other and with the organization itself with obligations, which will make it possible, in the event of an unforeseen situation, to easily find a way out of the difficulty. The Charter must necessarily define the name of the organization, containing an indication of the nature of its activities and organizational and legal form, the location of the organization, the procedure for managing activities, the subject and goals of activities, sources of formation of the organization’s property, the procedure for making changes to the constituent documents, the procedure for using property in the event of liquidation. The charter of an autonomous non-profit organization may contain other provisions that do not contradict the law.

The management of the Organization is carried out by a collegial supreme management body that has exclusive competence (such a body may be, for example, the Management Board). This body may include both the founders and employees of this organization, who, however, cannot constitute more than one third of the total number of members of this body. Current management is carried out by the sole executive body of the organization (such a body may be, for example, the Director). This body resolves issues not included in the exclusive competence of the supreme management body. His powers are listed in the organization's charter.

Like some other non-profit organizations, an autonomous non-profit organization can carry out entrepreneurial activities, but only insofar as it serves to achieve the goals for which the organization was created. Certain types of activities, the list of which is determined by law, can only be carried out on the basis of a license.

An autonomous non-profit organization has the right to transform itself into a foundation. The decision on transformation is made by the highest management body of the organization in accordance with the Federal Law “On Non-Profit Organizations” in the manner prescribed by the organization’s charter. ANO is liquidated according to the general rules of civil law. Within the meaning of paragraph 1 of Art. 65 of the Civil Code, she cannot be declared bankrupt. The remainder of the property of the liquidated organization is used in accordance with the instructions of its charter or in the manner prescribed by law.

– associations, partnerships, budgetary and autonomous non-profit organizations (ANO), unions, associations, charities and other foundations. The activities of such companies are aimed at benefiting society and do not pursue economic benefits for the organizers. Such companies make it possible to improve the social sphere of services to the population and create profitable associations of public and private enterprises. Legally, NPOs are regulated by Federal Law No. 7-FZ. Let's look at the difference between an autonomous non-profit organization and an non-profit organization.

Features of ANO

The basis for the formation of an autonomous non-profit organization are voluntary contributions of legal entities or citizens. Created on the basis of these contributions, organizations provide services in the field of culture, education, healthcare, science, law, sports and other areas.

The forming document of the ANO is the charter or constituent agreement. The charter outlines the goals of creating the company, prescribes the main types of work/services performed and the management procedure. An autonomous non-profit organization can be managed collectively, but executive and supervisory functions are carried out individually (by an elected chairman, president, general director, founding citizen, etc.).

The main feature of the ANO is the absence of membership shares in the property of the company, that is, the company as a whole has the right of ownership, but not its participants. Therefore, if one of the founders leaves the company, neither allocation of shares nor compensation is provided. If the company is subject to, the remaining property is used for statutory purposes, but, again, is not returned to the founders. The company's property may be subject to foreclosure.

The main feature of the ANO is the absence of membership shares in the property of the company, that is, the company as a whole has the right of ownership, but not its participants.

ANO has the right to engage in commercial activities as auxiliary ones - such profits are used for statutory purposes and are not distributed among the founders. In addition, an autonomous NPO can be transformed into a foundation.

The legal form of an autonomous non-profit organization is also suitable for business. A more loyal approach is applied to NPOs. In addition, in the case of an autonomous non-profit organization, mutual property obligations between the organization and the founders disappear.

Profit and property of ANO

ANO may own buildings and premises, necessary equipment, inventory, land plots, finances in rubles and foreign currency and other property. Participation in farms and partnerships is allowed.

The property of the ANO is formed from the following components:

Periodic and one-time transfers from founders (participants, sponsors).
Donations and contributions.
Profit from the sale of goods, works, services (some services - medical, audit - require licensing).
Profit (dividends, interest) from transactions with securities (monetary and commodity documents).
Income generated by the property of the company.
Other legal receipts of funds.

Social benefit and business complement each other favorably.

For example, a forensic examination center can be organized in the form of an autonomous non-commercial organization: attracting scientific staff, conducting research in the field of examination, organizing advanced training courses for police officers and the Ministry of Internal Affairs realizes the social benefit of the enterprise, and the provision of examination on the basis of a contract for the provision of paid services is a source of funding. Or a medical center that provides free (or at reduced prices) medical services to pensioners and paid ones to other citizens.

The right choice allows you to optimize the company’s work in accordance with its objectives.

What is ANO? For what field of activity is this organizational and legal form convenient? What features does an autonomous non-profit organization have and how to register such a structure?

In recent years, the number of non-profit organizations that have chosen the ANO form has been growing. In practice, this structure is most often created to provide paid educational services (schools, kindergartens, training centers, etc.). Moreover, this form of organization has preferential tax conditions.

Let us consider the features of the functioning of this structure and the rights of its founders.

Legal basis of ANO

The status of ANO is determined by Federal Law No. 7-FZ of January 12, 1996 “On Non-Profit Organizations” (hereinafter referred to as Law No. 7-FZ) and Article 123.24 of the Civil Code of the Russian Federation, which defines ANO.

ANO is a unitary non-profit organization that:

has no membership;

created on the basis of property contributions from citizens and (or) legal entities (i.e. the source of funding is voluntary material contributions);

created to provide services in the fields of education, healthcare, culture, science and other areas of non-profit activity.

An autonomous non-profit organization can be created by one person (may have one founder).

Features of the functioning of ANO

By its legal nature, ANO is similar to other types of non-profit organizations. However, there are also significant differences.

Thus, the activities of autonomous non-profit organizations are not based on membership (as, for example, in the case of associations (unions) and non-profit partnerships).

In terms of target orientation, ANO differs from funds.

The creation of an autonomous non-profit organization, first of all, involves the provision of services to individuals and legal entities (educational, medical, sports and other services). The purpose of creating a charitable foundation is disinterested (free of charge or on preferential terms) assistance to citizens or legal entities in certain situations. Such assistance can be provided in the form of transferring property (including funds) to citizens or legal entities, disinterested performance of work, provision of services, or provision of other support.

In accordance with paragraph 3 of Article 123.24 of the Civil Code of the Russian Federation, property transferred to an autonomous non-profit organization by its founders is the property of the autonomous non-profit organization (as opposed to institutions). At the same time, the founders of the ANO do not retain rights to the property they transferred into the ownership of this organization.

The founders are not liable for the obligations of the autonomous non-profit organization they created. And vice versa. ANO is not responsible for the obligations of its founders (decision of the Kaluga Region AS dated January 28, 2016 No. A23-7121/2015, resolution of the Central District AS dated September 22, 2015 No. A35-9176/2014).

That is, the founder of the ANO loses ownership of the property transferred to the ANO.

Important!

Any founder can leave the ANO founders. However, in the event of leaving the ANO, the former founder will not receive the property (cash equivalent of the property) previously contributed to the ANO.

In the event of liquidation of an autonomous non-profit organization, the property remaining after satisfaction of the creditors' claims is directed in accordance with the charter of the autonomous non-profit organization for the purposes for which it was created. And when an ANO is liquidated, the founders do not receive even part of its property.

An independent non-profit organization can be liquidated in the same manner as a “regular” non-profit organization (as opposed to a fund).

Important!

The liability of the ANO is limited to the property transferred into ownership by the founder. This property may be subject to foreclosure.

For example, in the case of religious organizations, not all property may be subject to foreclosure. Immunity applies to liturgical property (religious buildings and structures, other religious items). There is no such immunity with respect to the property of an autonomous non-profit organization.

The law puts forward certain requirements for the content of the charter of an autonomous non-profit organization (Article 123.24 of the Civil Code of the Russian Federation).

The charter of the ANO must contain information:

on the name of the autonomous non-profit organization (must contain the words “autonomous non-profit organization”);

about the location;

about the subject;

about the purpose of the activity;

on the composition, procedure for formation and competence of ANO bodies;

other information required by law.

The profit of an independent non-profit organization received from entrepreneurial activities is its property and cannot be distributed among the founders (clause 3 of article 26 of Law No. 7-FZ).

ANO management

The activities of the ANO are managed by its founders. The founders of an autonomous non-profit organization can use its services only on equal terms with other persons.

The management procedure for an autonomous non-profit organization is established by the charter approved by its founders (clause 1 of article 123.25 of the Civil Code of the Russian Federation).

A permanent collegial body may be created in an autonomous non-profit organization (by decision of its founders). The competence of the collegial body is established by the charter of the autonomous non-profit organization.

The founders of the ANO appoint its sole executive body (chairman, general director, etc.). One of its citizen founders can be appointed as the sole executive body of an autonomous non-profit organization (clause 3 of article 123.25 of the Civil Code of the Russian Federation).

Important!

The founders of the ANO are entrusted with the supervisory function of its activities.

ANO transformation

According to clause 3 of Article 17 of Law No. 7-FZ and Article 123.24 of the Civil Code of the Russian Federation, ANO has the right to transform into a fund. The decision to transform an autonomous non-profit organization is made by its highest management body in the manner prescribed by its charter (clause 5 of article 17 of Law No. 7-FZ).

And vice versa. In accordance with the norms of the Civil Code of the Russian Federation, the following non-profit organizations can be transformed into autonomous non-profit organizations:

consumer cooperative (Article 123.2 of the Civil Code of the Russian Federation);

public organization (Article 123.4 of the Civil Code of the Russian Federation);

association (Article 123.8 of the Civil Code of the Russian Federation);

Cossack society (Article 123.15 of the Civil Code of the Russian Federation);

community of indigenous peoples of the Russian Federation (Article 123.16 of the Civil Code of the Russian Federation);

ANO - Autonomous non-profit organization, is one of the forms of non-profit organizations. Let's look at how to create an independent non-profit organization in 2019 and answer the main questions:

What is ANO? Why is ANO needed?

According to the Law on Non-Profit Organizations, an autonomous non-profit organization is a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services.

The purpose of creating and registering an autonomous non-profit organization is to provide services to the population in the field of science, education, healthcare, medicine, physical education, law, sports, culture, art and other areas. In accordance with the Federal Law “On Non-Profit Organizations”, an independent non-profit organization can be created to achieve social, cultural, educational, scientific, charitable and management goals. ANO is opened with the aim of satisfying the spiritual needs of society, developing children's and youth sports, protecting public health, protecting the rights and legitimate interests of individuals and legal entities, and providing assistance to citizens and organizations.

In this form, non-state kindergartens, schools, universities, private hospitals and clinics, all kinds of sports clubs and health centers, etc. can be created. It should be borne in mind that tax conditions for these organizations will also be more favorable than for commercial legal entities that will engage in similar activities.

The main distinguishing feature of ANO compared to other forms of non-profit organizations is the possibility of providing paid services, i.e. having the right to receive income from the paid activities of an autonomous non-profit organization in various spheres of public life. Other types of non-profit organizations do not have the right to provide paid services. The only exceptions are private institutions that can provide services only in the field of science and education (with a license), healthcare, culture and art.

An autonomous non-profit organization can carry out business activities only in accordance with the purposes for which the organization was created and which are specified in its Charter, however, it cannot distribute the resulting profit between the founders of the autonomous non-profit organization and the governing bodies of the autonomous non-profit organization. According to the current legislation on non-profit organizations, autonomous non-profit organizations have the right to provide paid services, the income from which must be directed to achieving the goals of the organization’s activities specified in the charter of the autonomous non-profit organization

An autonomous non-profit organization has common features with institutions and foundations. Along with foundations and institutions, an autonomous non-profit organization has no membership. However, unlike institutions that are subjects of operational management rights, this organization, like a foundation, has ownership rights to its property, including those transferred to it as a contribution by the founders. At the same time, the founders of an autonomous non-profit organization, like the founders of a foundation, do not acquire any rights to its property and are not responsible for its obligations. The definition of an autonomous non-profit organization almost coincides with the definition, differing slightly, primarily in the purposes of its creation. Thus, an autonomous non-profit organization, unlike a foundation, is created for the purpose of providing services.

From the sign of lack of membership it follows that the circle of founders of an Autonomous Non-Profit Organization is formed upon its establishment.

In the future, the founders of the ANO may leave the organization or may accept new persons into its composition, however, these movements must be registered with the appropriate registration authority.

List of necessary documents for registration of an independent non-profit organization and its charter.

In order to register an Autonomous Non-Profit Organization you need the following data:

Full and abbreviated name of the ANO (abbreviated name may be absent), the name must be unique.
(location) ANO.
Copies of the founders’ passports (an independent non-profit organization can be created by at least one founder - an individual or legal entity);
Composition and name (for example - Council, Presidium) of the highest collegial governing body - Last name First name Patronymic of its members;
A copy of the passport of the head of the ANO and the name of the position, for example Director, President, Chairman, etc., his contact number and Email;
Decide who will be the applicant (will certify the documents with a notary) - one of the founders and his contact phone number.

Sample documents for registration of an independent non-profit organization:

What is the cost of opening an independent non-profit organization? Government expenses or the price of a turnkey autonomous non-profit organization from specialists.

The minimum costs will consist of a state fee of 4,000 rubles, notary costs will be approximately 3,500 rubles.

But the main thing is to register without errors and the first time. In case of refusal of state registration, the specified 7500 rub. must be paid again.

80% of success is a competent Charter that fully complies with the law. If you are not confident in your abilities, you can entrust the work to professionals.

The cost of our services for registering an Autonomous Non-Profit Organization is 19,500 rubles.

The price includes preparation of all necessary documents for registration of an independent non-profit organization:

- 3 copies;
-2 copies;
- 1 copy certified by a notary;
Application - 1 copy signed by the applicant (without notarization);
Original receipt for payment of state duty;
A copy of the notarized power of attorney.

After preparation, we send them to you by email for approval.

After this, one of the founders certifies the documents with a notary (we accompany you).

We accompany and protect the registration process.

We receive documents.

We hand over the documents to you at the office.

The deadline for registering an autonomous non-profit organization with the Ministry of Justice (Ministry of Justice), the entire procedure of this process.

Registration of an Autonomous Non-Profit Organization is carried out by the Ministry of Justice. The general registration period consists of 7 stages. Let's describe them all.

By proxy, we submit a ready-made set of documents for registration to the Ministry of Justice. There, the documents are reviewed by a specialist for 14 working days.
On the 14th working day, we contact the Ministry of Justice and find out what decision has been made.
If the documents pass legal examination, they are sent to the Federal Tax Service within about 7 days.
The Federal Tax Service carries out its additional examination for 5 days.
If the decision of the Federal Tax Service is positive, an entry is made in the Unified State Register of Legal Entities. From the moment the entry is made, the organization is considered created. But that is not all.
The documents are sent back to the Ministry of Justice within 7 days.
The Ministry of Justice issues an additional certificate of registration with the Ministry of Justice. 7 days.
We call the Ministry of Justice, if everything is ready, we receive a full package of documents.

The total registration period for an independent non-profit organization is approximately 1.5 months. If there is no refusal or requirement from the Ministry of Justice to finalize the documentation.

A list of documents received from the Ministry of Justice based on the results of registration of an autonomous non-profit organization.

Certificate of state registration;
Certificate of registration from the Ministry of Justice;
Record sheet for making an entry in the Unified State Register of Legal Entities;
Extract from the Unified State Register of Legal Entities;
Charter with the mark of the Ministry of Justice.

We also produce stamps, statistics codes and orders; they are included in the cost of services.

What needs to be done after registering an independent non-profit organization?

After receiving registration documents, you must take the following mandatory steps:

Issue an order appointing a manager.
Get statistics codes. Moscow NGOs can do this here https://websbor.gks.ru/online/#!/gs/statistic-codes, the link to http://moscow.gks.ru is no longer valid!
You can issue a seal for an NGO here for 500 rubles.
You can also open a current account in our office.
Organize the accounting records of the non-profit organization or find an accountant. We can offer you accounting support.

It was probably noticeable that We can fully provide the ANO with everything they need. After all, we have been working with NGOs for almost 10 years. It's logical.

Desirable:

Hold a meeting of NPO members and determine goals and objectives for the current year.
You can create a website with a payment page for 10 thousand rubles.
Issue an electronic digital signature for submitting accounting and tax reporting. EDS costs 5 thousand rubles. for a year.

I think everything.

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