A consumer cooperative is a legal entity or not. What is a consumer cooperative and its features. The legal framework for this issue. Concept and purpose of creation

Consumer cooperatives continue to be used by citizens and organizations as a collective means of solving various problems. They operate in a variety of industries, manage significant assets, serve the needs of a large number of people, and provide many jobs. In the article, we will analyze the features of the creation, operation and management of such associations, we will provide examples 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 formations, but they continue to exist, which means that the features of their work require study and understanding.

Forms of consumer cooperatives

Several basic versions of consumer cooperatives are being created and are operating in the Russian Federation:

credit;
housing and housing construction;
agricultural;
garage.

Let's consider the features of each of these options.

1. Credit... Such associations set themselves the task of providing credit and financial aid to its members. Their activities are regulated by FZ-190. To start the work of such a union, it is required to attract members who have financial resources and ready to provide them to other participants at interest to receive a certain income. These consumer cooperatives show signs of commercial activity, as 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 does income come.

2. Housing and housing construction... The rules of cooperation in the field of construction and maintenance of residential buildings are described in the RF Housing Code, as well as in Article 116 of the RF Civil Code - it is on these provisions that those who create such consumer cooperatives rely. The purpose of such associations depends on their type. Housing unions are engaged in the maintenance and improvement of apartment buildings, and housing construction - 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 supplying, lending, processing and marketing products, servicing equipment, and so on.

4. Garage... Such unions usually include individuals who are united by the task of obtaining garages to accommodate personal cars. Cooperative leases 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 union is to meet the needs of its members;
associations are able to work stably for a long time, since they consist of reliable partners, united by the solution of a common problem;
governing bodies are democratically elected;
financial and other results of the merger's work are transparent and available to each shareholder.

This form of association also has some disadvantages. Usually two points stand out here:

frequent falling into the leadership of incompetent people;
passivity of the participants in the cooperative.

Examples of consumer cooperatives

Consumer cooperatives continue to operate effectively in 2018 in cities and countryside- they help some to build and maintain houses, others to receive on favorable terms borrowed funds, the third to produce and sell products. The principles of consumer cooperation are often implemented in commercial enterprises. With the proper organization of the process, this helps to reduce costs and simplify management mechanisms.

Sports clubs, retail chains, service enterprises and many other organizations can operate on cooperative principles. Considerable attention is paid to the development of cooperation in rural areas. Small farms at the expense of such associations increase their resources. Small farms join 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 chains.

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 here are the following:

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;
RF ZhK - for cooperatives created for the purpose of housing construction and management.

Creation of a cooperative

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

1. Formation of a group of proactive founders. They unite with 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. Conducting a constituent assembly. It makes a decision to create a consumer cooperative, and if there is an industry union of consumer societies, to join it. The meeting approves the list of shareholders, the charter, the size of the entrance fees and the cost estimate, and also selects the managing and supervising bodies. All these actions are recorded 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 passage of state registration.

Consumer Cooperative Management

Management in such associations is based on principles common to all cooperative organizations. The highest 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 assembly 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, the competence of which includes all issues that are not related to the general meeting.

The second executive body is the council of the association, which is assigned certain exclusive powers in the charter. A consumer cooperative must have 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 employees and other third parties is not allowed here.

Each member of the consumer cooperative has one vote, which can be given 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 a consumer cooperative accounting... In addition, such associations should provide financial statements... The chairman (board) and the council of the cooperative are responsible for the accuracy of the calculations and the authenticity of the information.

When conducting accounting, the association needs to be guided by:

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

ФЗ-402 allows non-profit associations to maintain accounting records and provide reporting on a simplified basis. However, this does not apply to:

housing and housing construction cooperatives;
agricultural cooperatives;
associations receiving for reporting period income exceeding 3 million rubles.

The Tax Code says that consumer cooperatives can use more than 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 - the number limit.

How does the liquidation of a consumer cooperative take place?

The previously opened consumer cooperative may, after some time, come to the logical conclusion of its activities. There are several reasons for its liquidation:

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 an unacceptable level by law;
the decision of the participants to terminate the activity;
a court decision to close the association.

The decision to liquidate the cooperative is carried out through a general meeting and is fixed in the minutes. A liquidation commission is 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 about the impending 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 memorandum of association.

Attached files

Consumer Cooperative Charter.doc

"Cooperation is world system which

unites millions of shareholders around the world "

(K.P.Dyachenko)

Consumer cooperation makes it possible to carry out entrepreneurship within the free economy zone and receive the relevance of cooperative organizational and legal forms is becoming more obvious. Why? What types of cooperation are there? You will find answers to these and other equally interesting questions in this article.

What is a modern cooperative?

A consumer cooperative is an independent cooperation of citizens (legal entities) on a voluntary basis, collective ownership of an autonomous democratically controlled organization.

The goal of each cooperative should be to satisfy some need (for example, material) of its constituent entities. Participation in a cooperative (membership) is carried out by combining shares or contributions.

A consumer cooperative of citizens has the right not to be limited to one area of activity and "saturate" not only the needs of the material plan, but also of a social, cultural and socio-economic nature.

The democracy of cooperation is that, regardless of the amount, the shareholders have equal rights... The highest management body is a general meeting of shareholders.

A modern consumer cooperative provides many opportunities, including:

fast business opening and tax incentives;
effective business management and guarantees of property protection;
conducting many types of business without licensing;
no duties at borders, when transporting goods within the framework of projects in cooperation with an international cooperative alliance;
management of housing and communal services of a multi-storey building;
getting a loan quickly and at a low interest rate.

How did it all begin?

The first consumer cooperative was founded by weavers in 1769 in Scotland (Great Britain). He was engaged in the sale of flour to its participants at reduced prices, without intermediaries.

Consumer, credit and massively opened throughout Europe from the middle of the 19th century. They were an opportunity for survival in the difficult living conditions of that time and the only defense against dealers.

A legislative and social basis for cooperation was gradually formed. 1852 saw the adoption of the first co-operation law in Great Britain.

A landmark event in history was the formation of the English Society of Just Rochdale Pioneers, which continues to flourish to this day. This pioneer of modern cooperation was founded in 1844 in Rochdale. 28 weavers set up the first cooperative food store.

The Rochdale principles (mutual assistance, equality, average prices, one member - one vote) formed the basis of the cooperative movement.

Today, hundreds of cooperative organizations of various types are successfully operating in the world, with a total number of members of at least one billion.

Cooperative of citizens and the basics of its work

The legislative foundation for organizations of cooperative forms is laid in the Constitution, 116), in special laws: "On consumer cooperation ...", "On agricultural cooperation" and "On production cooperatives".

The charter of a consumer cooperative, as the main constituent document, regulates the work of a legal entity. With regard to a specific organization, it discloses the range of rights, duties and responsibilities of participants, the composition of management bodies, the basics financial activities, economic and legal aspects.

In addition to information obligatory for a legal entity, the charter contains a decision on the size of share contributions and the specifics of their payment, the procedure for making decisions and covering possible losses. Profits from commercial and other activities are distributed in proportion to the share contribution made by the participants.

The debts of the organization become partly the responsibility of the shareholders. The amount of liabilities for each participant cannot exceed the additional contribution that has not yet been made.

Members of a consumer cooperative are not only citizens, but also organizations (in this case, the participation of two or more individuals is mandatory).

Credit and consumer cooperation

The legal basis for credit cooperatives in our country has become the RF Law "On Credit Cooperation". Credit consumer cooperative is an association of citizens (organizations) to provide mutual support in terms of finance and lending.

Its main goal is mutual assistance of participants: those who do not have funds receive them, and those who want to have income give funds at interest. The secondary goal is making a profit.

The property base of a credit cooperative consists of contributions, income from activities, attracted funds and other legal sources.

Loans are usually issued at a higher interest than in a bank, but the guarantee of obtaining a loan is higher. This enables the members of the cooperative to have good dividends.

In general, credit cooperation helps to strengthen financial security and obtain stable income if it really is a consumer credit cooperative. Reviews of depositors today are mixed. So, many people trust only banks, because fraudsters often hide under the guise of a cooperative organization.

How to choose an honest cooperative rather than a pyramid scheme?

The organizational and legal form must be indicated in the constituent documentation: a non-profit organization, a credit cooperative.
A citizen joining a cooperative has a legal opportunity to study the loan agreement. It is imperative to read the charter and the agreement, if this is hindered, then most likely you are in a financial pyramid.
It is worth choosing an organization that has been operating for at least 2-3 years and is a member of the union of cooperatives.
The very high lending rates for shareholder members are also alarming. In addition, the current cooperative will not offer any benefits for “recruiting” new members.
Loud advertising is not for a cooperative, since it is registered mainly to provide mutual financial assistance in a specific group of people.

Agricultural cooperation

The legal basis is the provisions of the Law "On Agricultural Cooperation".

An agricultural consumer cooperative is established by both citizen participants and organizations. An important condition for them is their involvement in agricultural production and other areas of the organization's work.

A consumer cooperative is a non-profit organization. The name "agricultural" allows you to invite agricultural producers to membership, and "consumer" to satisfy needs.

There are quite a few varieties of agricultural cooperatives: enterprises that carry out processing, supply or marketing functions, services in the field Agriculture, lending and others.

Housing construction cooperatives

The legislative framework housing and construction cooperation - this is the Civil Code of the Russian Federation (Art. 116) and the corresponding section in the Housing Code of the Russian Federation.

A housing consumer cooperative is a cooperation of participants (citizens or organizations) on a voluntary basis in order to solve housing problems, issues of improving an apartment building, and needs for premises.

Housing (ZhK) and / or construction (ZhSK) is a consumer cooperative and non-profit organization.

Housing cooperatives sell apartments in accordance with the Law "On participation in apartment buildings".

Any person, citizens (not less than 5 and not more than the total number of apartments), who organize it and sit at the first meeting, can become members of this organization. The consumer housing complex obliges the participants to pool funds for the maintenance of the house, and the construction housing complex - for the construction.

The consumer building cooperative operates on the basis of the charter. It contains information about the goals and objectives, the order of work, the entry of new members, contributions, mutual responsibility, and the composition of the governing bodies. When joining the LCD, it is necessary to study the charter and consult with a lawyer, as well as pay attention to the amount of the contribution, the procedure for paying the share, the rights and obligations of the participants.

For non-fulfillment of obligations, that is, complete non-payment of the contribution, the shareholder is excluded from the organization and loses the apartment.

It is impossible to ignore the fact that fraudulent associations operate among housing mortgage cooperatives, so choosing an organization should be very meticulous, taking into account the opinion of a lawyer.

Garage consumer cooperative

Law governing legal basis Russian garage cooperation (GPC) has not yet been adopted. The laws on cooperation and non-profit organizations do not apply to this association.

It remains to rely on the Civil Code of the Russian Federation and the Law "On Cooperation in the USSR", which is still applied in practice.

The Garage Consumer Cooperative is a non-profit organization, a membership organization of citizens to meet the need for garages for transportation.

The Charter of the CPC regulates the main issues of its work. It defines the sources of capital and the amount of contributions, property rights, conditions of entry and exit. A group of initiative citizens (except for the preparation of constituent documents) draws up a lease agreement for a site for garages, submits documentation to the land registration department.

Garage consumer cooperative is registered as entity, registers with the tax office, receives settlement and personal bank accounts of the participants.

When the constituent documents, cadastral passport and lease agreement are ready, you can proceed with registration in government agency... GPK enters into an agreement with a construction company.

3 stages of creating a cooperative

Registration requirements are regulated by the fourth chapter of the Law "On state registration legal entities".

At least 5 citizens (at least 16 years old) and legal entities have the right to create an organization in consumer cooperation.

Stage of creation	Procedure
1. Formation of a group of initiative citizens	Idea, plan social activities, business plan. Preparation of constituent documents and assembly.
2. Conducting a constituent assembly	Making a decision on the formation of a cooperative organization and entry into the union of consumer societies. Approval of the list of shareholders, the charter and the cost estimate of the entrance fees. Selection of governing and supervisory bodies. Registration of the protocol.
3. Registration	Application, certificate of payment of the fee, minutes and documents approved at the meeting are submitted to the registration authority. The cooperative is considered valid from the moment of state registration.

Pros and cons of the consumer cooperative

Consumer cooperatives. Reviews

A study was conducted of the opinions of consumers and employees of the consumer cooperation system in Russia (in several large cities and rural areas) posted on the Internet. As a result, a large number of negative reviews were revealed.

For example, the population criticizes the district consumer store and consumer cooperation stores: mainly the culture of communication with customers, the assortment, working conditions for sellers. They also talk about high prices (above the market average). Several complaints relate to violations of the store's operating hours.

Many reviews indicate that the leadership of the local consumer cooperatives is “pulling the blanket”: low level wages, lack of employee motivation, exploitation.

Pay attention to the personnel issue: there are no young qualified specialists. The "aging" of the service personnel and management is noted. Many consumer cooperatives are in dire need of the infusion of new personnel.

In the Civil Code of the Russian Federation, all legal entities are divided into commercial and non-commercial enterprises. According to statistics, for one unit of the latter, there are seven units of the former. What is the difference between them - let's figure it out today. Topic of this article: the difference between commercial organizations and non-profit organizations.

What are the similarities

Let's first look at how these two organizations are similar. There are few such points:

Both types of enterprises operate in a market environment, therefore, they can act as sellers, buyers, provide or consume services.
Each of the businesses must earn, manage, and spend and invest.
Both enterprises are obliged to block revenues running costs, plan for the future and, at least, keep at a level without a loss.
For both organizations, accounting is mandatory.

From all this, we can conclude that a commercial and an enterprise work on the same principle. However, there are a number of points on which they differ greatly. Now let's look at the discrepancies and find out how a commercial organization differs from a non-profit organization.

What is the difference

Direction of activity. The main differences between enterprises are in the direction of their activities. So, a commercial organization is created with the aim of making a profit, and a non-commercial organization is aimed at achieving goals of a different, intangible nature.
The original goal of the enterprise. A commercial organization seeks to increase the value of the enterprise and increase the income of the owners; a non-commercial company performs the work specified in the charter, which implies the provision of services and other activities without generating profits by the founders.
Profitable work. All profits in a commercial enterprise are distributed among its participants or sent to its further development. In a non-profit company, there is no concept of “profit” at all. But there are those that are spent on specific cases and are not distributed among the participants.
Services and goods. Commercial enterprises manufacture goods and services with an individual focus. The work of non-profit enterprises is aimed at social needs and the provision of public goods.
... For commercial organizations it is end-user, for a non-profit - clients and members of the firm.
Enterprise staff. In commercial enterprises they work wage-earners, trainees and people by. In non-profit companies labor activity is carried out not only by the people mentioned above, but also by volunteers, volunteers and the participants themselves.
Sources of finance. Commercial enterprises earn through their activities and equity participation in the capital of third-party enterprises. Non-profit organizations receive cash from funds, the state, investors, business (this refers to external receipts), as well as from its members, rental of premises, interest on deposits, operations in the stock market, etc. (this refers to internal receipts).
Organizational and legal form. According to Art. 50 of the Civil Code of the Russian Federation, commercial enterprises can operate as LLC, JSC, PJSC, production cooperative, municipal unitary enterprise, limited partnerships, state unitary enterprise or general partnership. Non-profit enterprises exist in the form of charitable and other foundations, institutions, various religious associations, consumer cooperatives and other forms permitted by law.
Restrictions on legal capacity. Business enterprises are distinguished by universal or general legal capacity, they have civil rights and perform duties that allow you to carry out any activity that does not contradict the law of the Russian Federation. Limited legal capacity is inherent in non-profit enterprises. They have only those rights and obligations that are spelled out in the constituent documents that directly correspond to the achievement of their goals.
The body registering the enterprise. Firms of commercial orientation are registered by tax office, for non-profit enterprises there is a Department of Justice.

A commercial organization is created with the aim of making a profit, and a non-commercial organization is aimed at achieving goals of a different, intangible nature.

We've mentioned the main differences between commercial and non-commercial enterprises, but there are actually more of them. Much depends on the specific ones. There are also narrow specificities related to accounting. For NPOs, it is much more complicated, and for this reason their founders almost never manage to do without a professional accountant.

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out by combining property shares by its members.

The charter of a consumer cooperative must contain:

conditions on the size of the share contributions of the members of the cooperative;

on the composition and procedure for making shares by members of the cooperative and on their responsibility for violation of the obligation to make shares;

on the composition and competence of the governing bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are taken unanimously or by a qualified majority;

on the procedure for covering the losses incurred by the members of the cooperative.

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".

Members of the consumer cooperative jointly bear subsidiary liability for its obligations within the unpaid part of the additional contribution of each of the members of the cooperative.

The income received by the consumer cooperative from entrepreneurial activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

A consumer cooperative, in contrast to a production cooperative, is a non-profit organization that unites, on the basis of membership, not only citizens, but also legal entities. It does not imply the obligatory personal participation of its members in common affairs. Therefore, there are no restrictions on the circle of participants, similar to the restrictions on membership in a production cooperative. It is not excluded, for example, the possibility of simultaneous participation of the same citizen in several consumer cooperatives, including homogeneous ones. Legal entities - participants of such cooperatives can be not only commercial, but also non-commercial organizations (taking into account the restrictions on the disposal of property that are owned by legal entities that are not owners, that is, unitary enterprises and institutions).

Consumer cooperatives include various types of cooperatives: housing and housing construction, garage, summer cottages, gardening associations, etc. Therefore, the Civil Code provides that the peculiarities of the legal status of certain types of consumer cooperatives should be determined by special laws on them. In the absence of such laws, the normative acts previously in force in this area, as well as the charters of specific cooperatives, remain in force, but only in the part that does not contradict the rules of the Civil Code.

The only constituent document of a consumer cooperative is its charter. According to paragraph 2 of Art. 116 CC among his mandatory conditions attributed the conditions on the size of the share contributions of its members, the timing and procedure for their payment, on the composition and competence of the management bodies of the cooperative and the procedure for making decisions, including a list of issues, decisions on which can only be taken unanimously or by a majority vote, as well as the condition on the procedure for covering the members of the cooperative of the losses incurred by him. Within the meaning of these rules, the supreme body of the cooperative is the general meeting, which has exclusive competence and forms executive bodies, which are responsible for resolving all issues not attributed to the exclusive competence. general meeting... In relation to the management structure of a consumer cooperative, general principles organizations of cooperatives, enshrined in law and for production cooperatives.

The property of the cooperative belongs to him by right of ownership. It is the cooperative as a legal entity that is the single and sole owner of its property, which does not constitute an object either "collective" or shared or any other property of its members (participants). Only in consumer cooperatives with the participation of citizens (housing, summer cottages, garages, etc.), the full payment of a share contribution for an apartment, summer cottage, garage, other premises provided to these persons by the cooperative entails the emergence of their ownership of these objects and, accordingly, the loss they are owned by the cooperative itself. By general rule to the property of a consumer cooperative, its participants (members) acquire rights of claim proportional to their shares (contributions), as well as some other rights arising from membership in it.

The basis of the property independence of the cooperative is its share (authorized) fund. The size of the fund must be stipulated by a special law for each type of cooperative. The cooperative must have a fully paid mutual fund.

The mutual fund of the cooperative is formed at the expense of the share contributions of its participants (members). It is also a guarantee of the satisfaction of the property interests of the cooperative's creditors. Therefore, the obligation to make shares is the most important obligation of a member of a consumer cooperative. The charter of the cooperative must contain, along with others, an indispensable condition on the liability of a member of the cooperative for violation of this obligation. In addition, the members of the cooperative are obliged, within three months from the date of approval of the annual balance sheet of the cooperative, to cover the resulting losses by making additional contributions. After all, the cooperative itself as a non-profit organization does not receive any income from its activities. In case of failure to fulfill this obligation, that is, non-payment or partial payment of such additional contributions, the member of the cooperative bears property liability for his obligations with his personal property within the unpaid part of the corresponding contribution. In this case, this responsibility arises in the absence of any other property in the cooperative, but is joint and several in relation to all such faulty participants.

The law and charter of a consumer cooperative may provide for the implementation of certain types of entrepreneurial activity. The income received from such activities is distributed among the members of the cooperative or goes to other needs determined by the general meeting. This kind of activity in general does not change the main statutory tasks and the volume of the target legal capacity of a consumer cooperative, and therefore does not lead to its transformation into a production cooperative or economical society... The participation of a consumer cooperative in business relations remains limited by the scope of the statutory tasks and it does not receive the general legal capacity inherent in a commercial organization.

1. Despite some confusion of the legislation on consumer cooperatives, this organizational and legal form non-profit organizations received the widest distribution in practice. An example is garage, summer cottage and housing cooperatives. There are also consumer, service, supply, horticultural, horticultural, credit, insurance and other cooperatives. Some organizations of the consumer cooperation system inherited significant assets from Soviet times.
Consumer cooperatives have many features of entrepreneurial economic associations and are, in essence, an intermediate form between commercial and non-commercial organizations. Some researchers attribute consumer cooperatives to a mixed type of legal entity - a non-profit organization with certain elements of the status of commercial legal entities (such as the distribution of income among members and certain elements of legal capacity) (see: Parfirev D.M. Civil status and organizational and legal form of consumer cooperative: abstract of thesis ... candidate of legal sciences, Kazan, 2006, p. 7).
The law allows (subject to the availability of relevant provisions in the constituent documents) the entrepreneurial activity of consumer cooperatives. Moreover, unlike other non-profit organizations, consumer cooperatives can distribute the income received from such activities among members. Of course, these possibilities can only be realized if there are relevant provisions in the charter, since consumer cooperatives have special legal capacity.
In addition, consumer cooperatives, along with commercial organizations, under certain conditions can be classified as small and medium-sized businesses (Article 4 of the Federal Law of July 24, 2007 N 209-FZ "On the development of small and medium-sized businesses in the Russian Federation" (SZ RF . 2007. N 31. Art. 4006)). This allows you to use the privileges established for this category of persons.
2. According to the direct direction of the comment. Art. the purpose of the creation and operation of consumer cooperatives is to meet the material and other needs of the participants. However, the same goals are pursued by production cooperatives. Other similar features can be noted - the system of governing bodies, the principles of participation, admission and exclusion of members, the ability to engage in entrepreneurial activity and distribute the received profit among the participants. In fact, the main difference between production cooperatives and consumer cooperatives is the absence in the law of the requirement for the personal labor participation of the majority of cooperative members in its activities.
Thus, a consumer cooperative due to its flexibility legal regulation may become an even more convenient form of business than manufacturing.
3. As a general rule, a consumer cooperative can unite both citizens and legal entities. The founders of a consumer society can be citizens who have reached the age of 16 and (or) legal entities. The number of founders must not be less than five citizens and (or) three legal entities (Article 7 of the Law on Consumer Cooperation). An agricultural consumer cooperative is formed if it includes at least two legal entities or at least five citizens (Article 4 of the Law on Agricultural Cooperation).
A credit consumer cooperative of citizens is created on the initiative of no less than 15 and no more than 2,000 people (Article 10 of the Federal Law of August 7, 2001 N 117-FZ "On credit consumer cooperatives of citizens" (SZ RF. 2001. N 33 (p. I). Art. 3420)).
Thus, in this respect, regulation is more liberal than for production cooperatives.
At the same time, the law restricts the participation of legal entities only in certain areas of consumer cooperation. Thus, legal entities cannot be members of credit cooperatives. Legal entities cannot act as founders of horticultural cooperatives (Article 1, paragraph 1 of Article 16 of the Law on Gardening Associations of Citizens), which, however, does not prevent them from joining the cooperative after its state registration.
4. Legislation does not require specifying the composition of the cooperative's members in the constituent documents (ie in the charter). However, the legislation provides for the approval of the list of shareholders (clause 3, article 7 of the Law on Consumer Cooperation).
Additional requirements for the charters of certain types of consumer cooperatives are provided for by Art. 11 of the Law on Agricultural Cooperation, art. 9 of the Law on Consumer Cooperation. So, the charter of an agricultural cooperative determines the powers, structure of the management bodies of the cooperative, the procedure for electing and recalling members of the board and (or) the chairman of the cooperative and members supervisory board cooperative, as well as the procedure for convening and holding a general meeting of cooperative members or a meeting of authorized representatives, etc.
5. Consumer cooperatives have the exclusive right to their name, which is similar to the right to the trade name of commercial organizations. Mandatory requirements for the name of consumer cooperatives are given in paragraph 3 of the comment. Art. In particular, the name must contain the words "cooperative", "consumer union" or "consumer society" and an indication of the main (specialized) purpose of its activities (housing construction, housing accumulation, summer cottage), which is due to the special nature of their legal capacity. In the case of agricultural consumer cooperatives, the name should also include the words "agricultural cooperative". Characteristic features agricultural cooperatives is obligatory personal participation in economic activity cooperative (as in production cooperatives) and the direction of activity - agricultural production (processing, procurement, etc.). Consumer cooperation enterprises may also have a commercial designation (Article 1538 of the Civil Code).
6. On behalf of and in the interests of the cooperative, collegial and individual governing bodies of the cooperative act in accordance with their competence.
Consumer cooperatives have a three-tier structure of governing bodies. So, the highest governing bodies are the general meeting of members or the meeting of authorized representatives. Within the meaning of the law, it is impossible to hold a "mixed" general meeting, in which both individual members and authorized representatives participate. Voting at the general meeting does not depend on the amount of property contributions: each member of the cooperative (or authorized) has one vote (clause 5 of article 18 of the Law on Consumer Cooperation). The relations of authorized representatives with their appointed members are governed by the rules on representation.
The competence of the general meeting of members of the cooperative is not limited. The meeting has the right to accept for consideration and resolve any issues related to the activities of the consumer society, including canceling the decisions of the council and the board.
7. In the period between general meetings of the consumer cooperative, management is carried out by the council, which is a representative body. A council member cannot be a member of the board or a member of the audit commission of a consumer cooperative.
8. The executive body of the cooperative is the chairman of the cooperative (chairman of the board). It is possible (and in agricultural cooperatives with more than 25 members - mandatory) the formation of a collegial executive body - a board of at least 3 people. The board can only include members of the cooperative. The competence of the board is determined by law and the charter of the cooperative. The distribution of responsibilities between the members of the board is determined by the board itself (clause 10 of article 37 of the Law on consumer cooperation). The chairman of the board acts on behalf of the cooperative without a power of attorney (subject to restrictions, established by law, charter and other internal documents of the cooperative). The powers of the members of the board of the cooperative (with the exception of the chairman) to conclude transactions must be documented (power of attorney or other authority).
9. Members of the consumer cooperative are obliged to finance the maintenance of the common property and bear part of the total expenses in accordance with the decisions of the general meeting (through contributions).
Common property members of the cooperative (contrary to popular misconception) is not their common property, but the property of the cooperative. The members of the cooperative do not have the right to exercise the powers of the owner in relation to such property, but have liability rights in relation to it (see the resolution of the Presidium of the Supreme Arbitration Court of October 5, 1999 N 5208/98 (Bulletin of the Supreme Arbitration Court. 1999. N 12)). In this sense, the provision of clause 3 of Art. 22 of the Law on Consumer Cooperation, according to which the collection of personal debts and obligations of shareholders cannot be levied on entrance and share contributions.
V certain types cooperatives, legislation provides for the creation of property funds, namely: share, reserve, indivisible (agricultural consumer cooperative, consumer society), mutual financial assistance funds, insurance funds and other targeted funds. All of the above cooperative funds can be classified according to the type of consumer cooperative in which they are created; the designation or regime of the fund concerned; compulsory creation of funds.
10. Members of the cooperative are liable for its obligations only to the extent of the unpaid part of the share contribution. At the same time, members of the cooperative are obliged to maintain its solvency, annually cover losses, restoring it financial position... In the performance of this obligation, they, in fact, bear subsidiary liability for the unfulfilled obligations of the cooperative for the past years. This obligation is shared - each member of the cooperative is responsible in proportion to his share.
11. A member of the cooperative has the right to withdraw from it in the manner prescribed by its charter. By a decision of the general meeting, a member of a cooperative may also be expelled from its membership, but only on the following grounds: failure to fulfill, without good reason, his obligations established by law or the charter, damage to the cooperative (Article 13 of the Law on Consumer Cooperation).
The outgoing or excluded shareholder is paid the cost of his share contribution and cooperative payments in the amount, on time and on the conditions that are stipulated by the charter in the edition in effect at the time of its accession. Withholding can be made from the payment in the order of offsetting counter claims to the shareholder.
12. Legislation on consumer cooperation does not regulate the issues of transfer (assignment) of the rights of membership in a cooperative. It seems that, as in production cooperatives, in the cases and in the procedure provided for by the constituent documents of the cooperative, its member can transfer his share (and, accordingly, the rights and obligations of the shareholder) to another member of the cooperative or to a third party (for more details, see. comment. to Art. 111).
13. In the comments. Art. does not contain provisions on the conditions for the admission of the heir to the cooperative. These issues are governed by Art. 1177 of the Civil Code, according to which his share is included in the inheritance of a member of a consumer cooperative. The heir to a member of a housing, dacha or other consumer cooperative has the right to be accepted as a member of the corresponding cooperative. Refusal to accept the heir as a member of the cooperative is not allowed (Art. 1177 Civil Code). It seems that this rule, by analogy with the law, should also apply in other cases of universal legal succession.
The object of inheritance is precisely the share that certifies membership in the cooperative, and not the share contribution. If the share contribution was inherited, the legal successor could be denied admission to the cooperative, which is contrary to the peremptory norm of the law. However, the heir does not become a shareholder automatically upon acceptance of the inheritance, but only if he expresses his will to participate in the activities of the cooperative.
The value of a share (and not the share itself) can enter the estate only if the shareholder submitted an application for withdrawal before death, but it was not satisfied by the time the inheritance was opened, or if the heir does not want to join the cooperative and requires the allocation of the share.
14. In the event of liquidation of the cooperative, the property remaining after the satisfaction of creditors' claims is distributed among the members. If the property of the cooperative is insufficient, the consumer cooperative may be liquidated in judicial procedure at the request of creditors. A consumer cooperative, unlike most other non-profit organizations, can also be liquidated due to its recognition as insolvent (bankrupt) in the manner prescribed by the Bankruptcy Law (see, for example, Resolution of the Presidium of the Supreme Arbitration Court of June 4, 2002 No. 2487/02 (Bulletin YOU. 2002. N 10)). The law allows voluntary bankruptcy of a cooperative and its liquidation based on a decision of the general meeting of the cooperative.
15. Legal status consumer cooperatives, as well as the rights and obligations of their members are currently determined by the Law on Consumer Cooperatives, which operates in the part that does not contradict the Civil Code. This Law does not apply to agricultural consumer cooperatives, as well as to other specialized consumer cooperatives (garage, housing construction, credit, housing accumulation, etc.), the activities of which are regulated by other legal acts, in particular the Law on Agricultural Cooperation, Federal Law of December 30, 2004 N 215-FZ "On housing savings cooperatives" (SZ RF. 2005. N 1 (part I). Art. 41), FZ of August 7, 2001 N 117-FZ "On credit consumer cooperatives citizens "(SZ RF. 2001. N 33 (part I). Art. 3420). A housing savings cooperative, for example, is defined as a consumer cooperative created as a voluntary association of citizens on the basis of membership in order to meet the needs of members of the cooperative for housing by combining share contributions by members of the cooperative (Article 2 of the Federal Law "On housing savings cooperatives").
Activities of non-profit organizations established by citizens for gardening, truck farming and dacha farming (including previously established horticultural, horticultural and dacha associations; horticultural, vegetable gardening and dacha cooperatives), regulated by the Law on Horticultural Associations. Such associations can be created in the form of a non-profit partnership, non-profit partnership, consumer cooperative (Article 5 of the Law on Horticultural Associations). In the latter case, the legislation on cooperation applies to the activities of the horticultural association.
Activities of associations of homeowners, summer cottages, housing cooperatives, housing cooperatives, in which all members have paid the shares in full, are governed by the legislation on homeowners' associations.
the federal law"On Credit Consumer Cooperatives of Citizens" regulates the activities of credit cooperatives - organizations created by citizens to meet the needs of mutual financial assistance. The activities of these cooperatives are limited to providing loans only for consumer purposes and only to citizens - members of the cooperative. The credit consumer cooperative of citizens is not entitled to issue loans to legal entities; act as a surety for the obligations of its members and third parties; make their property as a contribution to the authorized (pooled) capital of business partnerships and companies, production cooperatives and otherwise participate with their property in the formation of the property of legal entities; issue your own securities; buy shares and other securities of other issuers, carry out other operations in financial and stock markets, with the exception of keeping funds in current and deposit accounts with banks and acquiring state and municipal valuable papers... The basic principles of the creation and functioning of credit consumer cooperatives of citizens are: voluntary entry and freedom of exit; equality of rights and obligations of members of the cooperative when making decisions, regardless of the size of the share contributions; personal participation of members in the management of the credit consumer cooperative.

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