Production cooperatives in accordance with the constituent documents. The constituent documents of the production cooperative and the specifics of its creation. Membership in a cooperative. rights and obligations of members of the cooperative. termination of membership and transfer of a share

The features of a production cooperative are:

1. the qualitative composition of the participants: a cooperative is a voluntary association of citizens (more precisely, individuals);
2. the legal basis for participation is the presence of membership in a cooperative, which presupposes acts of admission and exclusion from the cooperative as a basis for the emergence and termination of participation rights;
3. personal labor participation of all members of the cooperative in its main activity. The purpose of uniting into a cooperative is joint production or other economic activity. This feature implies, and sometimes makes it mandatory to participate in only one cooperative;
4. consolidation of property by paying the same property share contribution for all;
5. cooperative (democratic) principle of managing a cooperative according to the principle of one participant - one vote;
6. distribution of profits depending on the degree of personal participation, and not on the invested funds (shares).

These signs indicate the presence of close property and non-property ties between the members of the cooperative, who are, in fact, comrades, connected by common production and other economic activities. It is no coincidence that cooperatives have other names - cooperative partnerships and artels. Making a profit for them is a means of meeting the needs of the members of the cooperative. The social component in them is therefore no less important than the commercial one.

Cooperatives, however, share similarities with both partnerships and business entities. With the former, they are related by personal participation in the affairs of the founders (participants) of the cooperative, the absence of strict requirements for the initial capital, with the latter by a variable composition of participants (as a rule, an open composition of members), pre-established governing bodies.

Participants (members) of the cooperative... Members of a cooperative are citizens who have established a cooperative or are accepted into its members. In this case, the members of the cooperative may be citizens of the Russian Federation who have reached the age of 16 who have made the share contribution established by the charter of the cooperative. Foreign citizens and stateless persons can be members of the cooperative on an equal basis with citizens Russian Federation.

The number of founders (members) of the cooperative must be at least 5.

The size of the mutual fund is not standardized by law, but is established by the charter of the cooperative. This circumstance is caused by the fact that the members of the cooperative are responsible for the obligations of the cooperative, which makes the cooperative somewhat similar to an economic partnership.

The mutual fund must be fully formed (paid) within a year from the date of state registration of the cooperative. By the time of registration, the law requires each member of the cooperative to pay at least 10% of the share contribution.

The charter of the cooperative should provide for the liability of a member of the cooperative for his violation of the obligation to make a share contribution (clause 2 of article 10 of the Federal Law on production cooperatives).

The mutual fund is not identified with the specific property of the cooperative, but only correlates with a certain part of the value of its net assets. Starting from the second year after registration, a decrease in those by the end of each year below the level of the mutual fund imposes on the cooperative the obligation to declare a decrease in the size of the mutual fund and register this decrease in the prescribed manner (clause 4 of Article 10 of the Federal Law on production cooperatives, clause 9 of Art. 35 of the Federal Law on agricultural cooperation).

The cooperative is allowed to establish for certain types their property is a special treatment of indivisible funds. In accordance with the indication of the charter of the cooperative, a certain part of the property belonging to the cooperative can be assigned to indivisible funds used for the purposes determined by the charter. This property is distributed by shares and is not taken into account in cooperative payments and disbursements. This property is not subject to execution according to the obligations of a member of the cooperative.

In agricultural cooperatives, the charter may determine a list of property items attributed to the indivisible fund. Such a list with an indication of the book value may include buildings, structures, structures, machinery, equipment, farm animals, seeds, fodder and other property of the cooperative, which during the existence of the cooperative is not subject to division into shares of members of the cooperative and associate members of the cooperative or issuance in kind upon termination of membership in a cooperative (clause 5.1 of article 34 of the Federal Law on agricultural cooperation).

The decision on the formation of indivisible funds is taken by the members of the cooperative unanimously, unless otherwise provided by the charter of the cooperative.

In cooperatives, special funds of money can be created - a reserve fund (which, in turn, is also indivisible - Art.6, Clause 6, Art.34 of the Federal Law on agricultural cooperation) and other funds (Clause 2, Art.11 of the Federal Law on production cooperatives , clause 4 of article 34 of the Federal Law on agricultural cooperation).

Cooperative profit distributed among its members in accordance with their labor participation, unless a different procedure is provided for by law and the charter of the cooperative (clause 4 of article 109 of the Civil Code). In accordance with the Federal Law on production cooperatives (Article 12), profit is distributed between members of the cooperative in accordance with their personal labor and (or) other participation, the size of the share contribution, and between members of the cooperative who do not take personal labor participation in the activities of the cooperative, according to the size their share contribution. By decision general meeting members of the cooperative, part of the profit of the cooperative can be distributed among its employees. Part of the profit of the cooperative, distributed among the members of the cooperative in proportion to the size of their share contributions, must not exceed 50% of the profit of the cooperative to be distributed among the members of the cooperative.

The profit of the agricultural cooperative is distributed over special rules(Article 36 of the Federal Law on agricultural cooperation). Cooperative payments from it are made in the following proportion: at least 70% of the amount of cooperative payments is directed to replenishment of the incremental share of a member of the cooperative, and the remainder is paid to the member of the cooperative. The funds of the accrued shares are spent primarily on the creation and expansion of production and other funds of the cooperative (with the exception of the indivisible fund of the cooperative). At the expense of these funds, the incremental shares are also repaid, but not earlier than three years after their formation, provided that the cooperative has the necessary funds and subject to the formation of the appropriate funds provided for by the cooperative's charter (clause 4 of article 35 of the Federal Law on agricultural cooperation).

The independent property liability of a cooperative in a certain sense resembles the responsibility of an economic partnership, although, of course, it is far from identical with it. A cooperative, like any other legal entity, is primarily responsible for its obligations with its property, and first of all in cash... The collection of the debts of an agricultural cooperative in the absence of funds sufficient to pay off the debt may be levied on the property belonging to it, with the exception of property assigned in the prescribed manner to the indivisible funds, working horses and livestock, productive and pedigree livestock and poultry, animals contained in growing and fattening, agricultural machinery and Vehicle(except for cars), seed and fodder funds.

However, along with the responsibility that the cooperative bears within the owned property, the Civil Code provides for additional (subsidiary) liability of the members of the cooperative for its obligations. The amount and procedure for such liability is regulated by the laws on cooperatives and the charter of the cooperative. The federal law on cooperatives does not add anything to this norm of the Civil Code, presenting the founders and members of the cooperative to independently resolve this issue. In an agricultural cooperative, members bear subsidiary liability for the obligations of the cooperative in the amount stipulated by its charter, but not less than 5% of their share (clause 2 of article 37 of the Federal Law on agricultural cooperation).

The cooperative is not responsible for the obligations of its members. Levy of execution on a share of a member of a production cooperative for the own debts of a member of a cooperative is allowed only if there is a lack of his other property to cover such debts in the manner prescribed by law and the charter of the cooperative. Recovery for the debts of a member of the cooperative cannot be applied to the indivisible funds of the cooperative (clause 5 of article 111 of the Civil Code).

Brand name of the cooperative must contain its name and the words "production cooperative" or "artel" (clause 3 of article 107 of the Civil Code).

APPROVED

decision of the general meeting
from "__" ____ 20 ___
Protocol No. ___

CHARTER OF PRODUCTION COOPERATIVE
«_____»

1. GENERAL PROVISIONS

1.1. The production cooperative "_____", hereinafter referred to as the "Cooperative", is a voluntary association of citizens on the basis of membership for a joint production and other economic activity based on their personal labor and other participation and the consolidation of property shares by its members.

1.2. The cooperative is a legal entity and operates on the basis of this charter in accordance with the Constitution of the Russian Federation, the Civil Code of the Russian Federation, Federal law dated May 8, 1996 No. 41-FZ "On production cooperatives" (hereinafter - the Law on production cooperatives), other federal laws, as well as regulatory legal acts subjects of the Russian Federation on issues of joint jurisdiction, referred to their competence in accordance with the Constitution of the Russian Federation.

1.3. Members of the Cooperative can be citizens of Russia, foreign citizens, stateless persons.

Legal entities ___________ participate in the activities of the Cooperative.

1.4. Full corporate name of the Cooperative in Russian: "_____________________".

Abbreviated corporate name of the Cooperative in Russian: "PC ________".

1.5. Location of the Cooperative: ___________________.

1.6. Mailing address Cooperative: ______, ________________.

1.7. The cooperative was founded for an unlimited period.

2. LEGAL STATUS AND LIABILITY OF THE COOPERATIVE. SUBJECT AND OBJECTIVES OF THE ACTIVITY

2.1. A cooperative is a commercial organization with the main purpose of its entrepreneurial activity making a profit.

2.2. The cooperative has general civil legal capacity. He has the right to have civil rights and bear civil obligations to carry out any activities not prohibited by law.

2.3. The implementation of activities classified by law as licensed is preceded by the receipt by the Cooperative of the corresponding license (licenses) in the prescribed manner.

2.4. The subject of the Cooperative is _________________.

2.5. To carry out entrepreneurial activities, the Cooperative has the right:

• independently plan your economic, financial, commercial activities;
• independently set prices and tariffs for products of the main production, own goods and services, taking into account the requirements of the legislation;
• invest their own funds in the activities of Russian and foreign enterprises and organizations;
• to attract Russian and foreign specialists for work;
• independently determine the forms, systems and amounts of remuneration for members and employees of the Cooperative;
• make any transactions and other legal acts not expressly prohibited by law.

2.6. The cooperative is obliged to comply with the legislation, correctly and timely make obligatory payments to the budget and social funds, comply with the rules of accounting, the procedure and deadlines for submitting accounting and state statistical reports.

2.7. The cooperative is a legal entity and owns separate property, the value of which is reflected in its independent balance sheet. The property of the Cooperative is divided into shares of its members in accordance with this charter.

A cooperative can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in a court of general jurisdiction, arbitration and arbitration courts.

2.8. The cooperative has the right, in accordance with the established procedure, to open accounts with credit institutions on the territory of Russia and abroad.

2.9. The cooperative has a round seal containing its full corporate name in Russian and an indication of its location.

The cooperative has the right to have stamps and letterheads with its name, its own emblem, as well as registered in the prescribed manner trademark and other means of visual identification.

2.10. The cooperative has the right to carry out all types of foreign economic activity in the manner prescribed by law.

2.11. The cooperative can participate in activities and create on the territory of Russia, outside its borders, including in foreign countries, organizations with the rights of a legal entity in accordance with the law.

2.12. The cooperative has the right, on a contractual basis, to unite into unions (associations) of cooperatives of a territorial, sectoral (by type of activity), territorial-sectoral and other nature in order to coordinate the activities of cooperatives, represent and protect their interests, ensure the provision of information, legal and other services, organize training employees for cooperatives, professional development of employees of cooperatives, research and other activities.

2.13. A cooperative may participate in activities and cooperate in a different form with international public, cooperative and other organizations, including through membership in unions (associations) of cooperatives, in the manner prescribed by these organizations.

2.14. The cooperative can create branches and open representative offices on the territory of Russia and abroad in compliance with the requirements of Russian legislation, as well as the laws of states on the location of branches and representative offices, unless otherwise provided by an international treaty.

Branches and representative offices carry out their activities on behalf of the Cooperative, which is responsible for their activities.

A branch of the Cooperative is its separate subdivision located outside the location of the Cooperative, performing all or part of its functions, including the functions of representation.

The representative office of the Cooperative is its separate subdivision located outside the location of the Cooperative, which represents the interests of the Cooperative and protects them.

2.15. Branches and representative offices are not legal entities, they are endowed by the Cooperative with property and act in accordance with the regulations on them. The property of branches and representative offices is recorded on their separate balance sheet and the balance sheet of the Cooperative. The decision on the creation of branches and representative offices and their liquidation, regulations on them, the decision on the appointment of the head are made by the general meeting of the members of the Cooperative in accordance with the law.

The heads of branches and representative offices act on the basis of a power of attorney issued by the Cooperative.

2.16. Information about the branches and representative offices of the Cooperative: _____________________________

2.17. The cooperative is responsible for its obligations with all property belonging to it by right of ownership.

Members of the Cooperative bear subsidiary responsibility for the obligations of the Cooperative _____________________.

2.18. The cooperative is not responsible for the obligations of its members.

2.19. Levy of execution on a share of a member of the Cooperative for his personal debts is allowed only if there is a lack of other property to cover such debts in the following order: ______________________.

The collection for the personal debts of a member of the Cooperative cannot be applied to the indivisible fund of the Cooperative.

3. MEMBERSHIP IN THE COOPERATIVE. RIGHTS AND OBLIGATIONS OF THE MEMBERS OF THE COOPERATIVE. TERMINATION AND TRANSFER OF MEMBERSHIP

3.1. Members of the Cooperative may be citizens of Russia who have reached the age of 16 who have made the share contribution established by this charter.

Foreign citizens and stateless persons can be members of the Cooperative on an equal basis with citizens of Russia.

The cooperative is open to new members. Joining the Cooperative is made by __________________.

3.2. The share contribution is set at _______ rubles.

3.3. A member of the Cooperative is obliged to make by the time state registration Cooperative not less than 10 percent of the share contribution. The rest of the share contribution is paid within a year after the state registration of the Cooperative in the following order: ____________.

3.4. The share contribution of a member of the Cooperative can be money, securities, other property, including property rights, as well as other objects of civil rights.

Land plots and other natural resources can be a share contribution to the extent that their circulation is allowed by the laws on land and natural resources.

The assessment of the share contribution is carried out when the Cooperative is formed by mutual agreement of its members on the basis of the prices prevailing in the market, and when new members join the Cooperative - by a commission appointed by the Board of the Cooperative. The assessment of the share contribution in excess of the 250 minimum wages established by the Federal Law must be confirmed by an independent appraiser.

The minimum additional share contribution to be made by a member of the Cooperative who does not participate in the activities of the Cooperative by their labor is set at ___________ rubles.

If a member of the Cooperative violates the obligation to make a share contribution to set time he is responsible in the form of ____________________________.

3.5. The number of members of the Cooperative who have made a share contribution, participating in the activities of the Cooperative, but not taking personal labor participation in its activities, cannot exceed 25 percent of the number of members of the Cooperative taking personal labor participation in its activities.

3.6. In the event of the death of a member of the Cooperative, his heirs ____ be accepted as members of the Cooperative.

3.7. A member of the Cooperative has the right:

participate in the production and other economic activities of the Cooperative, as well as in the work of the general meeting of the members of the Cooperative with the right to one vote;

• elect and be elected to the supervisory board, executive and control bodies of the Cooperative;
• make proposals on improving the activities of the Cooperative, eliminating shortcomings in the work of its bodies and officials;
• receive a share of the Cooperative's profit to be distributed among its members, as well as other payments;
• request and receive information from officials of the Cooperative on any issues of its activities;
• leave the Cooperative at its own discretion and receive payments provided for by the Law on Production Cooperatives and this Charter;
• apply for judicial protection of their rights, including appeal against decisions of the general meeting of members of the Cooperative and the Board of the Cooperative that violate its rights;
• to exercise other rights provided for by this charter.

Members of the Cooperative who take personal labor participation in its activities, in addition, have the right to receive payment for their work in cash and (or) in kind.

3.8. A member of the Cooperative is obliged:

• make a share contribution;
• participate in the activities of the Cooperative by personal labor or by making an additional share contribution, the minimum amount of which is determined by this charter;
• comply with the Rules established for members of the Cooperative who take personal labor participation in its activities work schedule;
• bear the subsidiary liability for the debts of the Cooperative provided for by the Law on Production Cooperatives and this Charter.

3.9. A member of the Cooperative has the right, at his own discretion, to withdraw from it, notifying the chairman of the Cooperative in writing no later than two weeks in advance.

3.10. Exclusion from the members of the Cooperative is allowed only by decision of the general meeting of the members of the Cooperative in the following cases:

• if the member of the Cooperative has not made the share contribution within the period established by this charter;
• if a member of the Cooperative does not fulfill or improperly fulfills the duties assigned to him by this charter.

3.11. Member supervisory board The Cooperative or the executive body of the Cooperative may be expelled from the Cooperative by decision of the general meeting in connection with its membership in a similar cooperative.

3.12. Exclusion from the members of the Cooperative on grounds not provided for by this charter is not allowed.

3.13. The excluded member of the Cooperative must be notified in writing no later than 30 days before the date of the general meeting and has the right to submit his explanations to the said meeting.

3.14. The decision to expel from the Cooperative can be appealed in court.

3.15. A person who has terminated membership in the Cooperative is paid the value of a share or issued property corresponding to his share, and the following payments are made: _____________.

The payment of the value of the share or the issuance of property corresponding to the share is made at the end of the financial year and the approval of the balance sheet of the Cooperative.

3.16. Payments for labor with a member of the Cooperative are carried out on the day of his exit (exclusion) from the Cooperative, unless he continues to work in the Cooperative on the terms of employment.

3.17. The presence of a member of the Cooperative in debt cannot serve as a basis for refusing to exercise his right to withdraw from the Cooperative.

If the former member of the Cooperative refuses to pay the debt voluntarily, the Cooperative has the right to collect it in the prescribed manner.

4. PROPERTY OF THE COOPERATIVE. UNIT TRUST

4.1. The cooperative has the right to own any property, except for property classified by the legislation of Russia as federal, other state or municipal property, as well as property withdrawn from civil circulation, and in cases provided for by law, the turnover of which is limited.

4.2. The property of the Cooperative is formed from the share contributions of the members of the Cooperative, provided for in paragraph 3.2 of this charter, profits from their own activities, loans, property donated by individuals and legal entities, and other sources permitted by law.

4.3. The property owned by the Cooperative is divided into shares of its members.

The share consists of the share contribution of the member of the Cooperative and the corresponding part of the net assets of the Cooperative (with the exception of the indivisible fund).

4.4. A member of the Cooperative ____ transfer his share or part of it to another member of the Cooperative. The transfer of the share entails the termination of membership in the Cooperative.

The transfer of a share (part of it) to a citizen who is not a member of the Cooperative is allowed only with the consent of the Cooperative, expressed by the decision of the general meeting of the members of the Cooperative. In this case, the citizen who acquired the share (part of it) is accepted as a member of the Cooperative.

Members of the Cooperative enjoy the pre-emptive right to purchase such a share (or part of it).

The transfer of a share (part thereof) is carried out in the following order: _______________________________.

4.5. A member of the Cooperative has the right, on a contractual basis, to transfer material values and other funds to the Cooperative. Withdrawal or exclusion from the Cooperative is not a basis for unilateral termination or change in the relationship between a member of the Cooperative and the Cooperative regarding the transferred property, unless otherwise provided by agreement of the parties.

4.6. The cooperative is not entitled to issue shares.

4.7. The share contributions form the Cooperative's share fund. The Cooperative's mutual fund determines the minimum size of the Cooperative's property that guarantees the interests of its creditors.

The mutual fund must be fully formed during the first year of the Cooperative's activity.

4.8. The general meeting of the members of the Cooperative is obliged to declare a decrease in the size of the mutual fund, if at the end of the second or each subsequent year, the value of net assets turns out to be less than the value of the mutual fund, and register this decrease in the prescribed manner.

5. FUNDS OF THE COOPERATIVE

5.1. In the Cooperative, at the expense of __________________, an indivisible fund of the Cooperative can be formed.

The decision on the formation of an indivisible fund is taken by the general meeting of the members of the Cooperative unanimously.

The property that constitutes the indivisible fund of the Cooperative is not included in the shares of the members of the Cooperative. The specified property cannot be foreclosed on the personal debts of a member of the Cooperative.

The funds of the indivisible fund can only be used by __________________________.

5.2. The cooperative also has the right to form other special financial funds.

Views, special purpose and the procedure for the formation of funds is determined by the decision of the general meeting of the members of the Cooperative, adopted by a majority of ____ votes from the total number of members of the Cooperative.

6. DISTRIBUTION OF PROFITS OF THE COOPERATIVE

6.1. The profit of the Cooperative is distributed among its members in accordance with their personal labor and (or) other participation, the size of the share contribution, and between the members of the Cooperative who do not take personal labor participation in the activities of the cooperative, according to the size of their share contribution. By decision of the general meeting of members of the Cooperative, part of the profits of the cooperative can be distributed among its employees.

The profits of the Cooperative remaining after paying taxes and other mandatory payments to the budget and state extra-budgetary funds, as well as after sending profits for other purposes determined by the general meeting of the Cooperative members, is distributed between the members of the Cooperative in the following order: _______________________.

6.2. Part of the profit of the Cooperative, distributed among the members of the Cooperative in proportion to the size of their share contributions, must not exceed 50 percent of the profits of the Cooperative to be distributed among its members.

7. MANAGEMENT IN THE COOPERATIVE

7.1. Supreme body management of the Cooperative is the general meeting of its members.

7.2. The permanent representative body of management and control of the Cooperative is the supervisory board.

7.3. Part executive bodies The cooperative includes the board and the chairman of the cooperative.

7.4. Members of the supervisory board and members of the board of the Cooperative, as well as the chairman of the Cooperative, can only be members of the Cooperative.

7.5. A member of the Cooperative cannot simultaneously be a member of the supervisory board and a member of the board (chairman) of the Cooperative.

7.6.1. The general meeting has the right to consider and make a decision on any issue of the formation and activities of the Cooperative.

The exclusive competence of the general meeting includes:

1. approval of the charter of the Cooperative, amendments to it;
2. determination of the main directions of the Cooperative's activities;
3. admission to members of the Cooperative and expulsion from members of the Cooperative;
4. establishing the size of the share contribution, the size and procedure for the formation of the Cooperative's funds, determining the directions of their use;
5. the formation of the supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the Cooperative;
6. election of the audit commission (auditor) of the Cooperative, termination of the powers of its members;
7. approval of annual reports and balance sheets, conclusions of the audit commission, auditor;
8. distribution of profits and losses of the Cooperative;
9. making decisions on the reorganization and liquidation of the Cooperative;
10. creation and liquidation of branches and representative offices of the Cooperative, approval of regulations on them;
11. resolving issues on the participation of the Cooperative in business partnerships and companies, as well as on the entry of the Cooperative into unions (associations).

7.6.2. The general meeting is competent to make decisions (there is a quorum) if more than 50 percent of the total number of members of the Cooperative is present at this meeting.

7.6.3. The general meeting makes decisions by a simple majority of votes of the members of the Cooperative present at this meeting, unless otherwise provided by the Law on Production Cooperatives and this Charter.

7.6.4. Each member of the Cooperative, regardless of the size of his share, has one vote when making decisions by the general meeting.

7.6.5. Decisions to change this charter, on reorganization (with the exception of transformation into business partnership or society) and on the liquidation of the Cooperative are adopted by a majority of 3/4 of the votes of the members of the cooperative present at the general meeting. The decision to transform the Cooperative into a business partnership or company is made by unanimous decision of the members of the Cooperative.

The decision to expel a member of the cooperative is made by a majority of 2/3 votes of the members of the Cooperative present at the general meeting.

7.6.6. The next general meeting is convened by the Board of the Cooperative and is held at least once a year, ______________________________.

7.6.7. An extraordinary general meeting is convened by the Board of the Cooperative for own initiative, the decision of the supervisory board, the request of the audit commission or at the request of at least 10 percent of the total number of members of the Cooperative.

Convocation of an extraordinary general meeting by decision of the supervisory board, the request of the audit commission or at the request of the members of the Cooperative must be carried out within 30 days from the day when such a request was made, or from the date of receipt of the decision of the supervisory board of the Cooperative. If this has not been done, then the supervisory board, the audit commission or the members of the Cooperative who have stated such a requirement have the right to convene the general meeting on their own.

7.6.8. Members of the Cooperative are notified in writing about the agenda, date, place and time of the general meeting no later than 20 days before the date of the general meeting.

7.6.9. The general meeting is not entitled to make decisions on issues not included in its agenda.

The repeated convocation of the general meeting is carried out in the same manner, if its term was postponed due to the absence of a quorum.

7.6.10. The rules of procedure of the general meeting and the voting procedure (open or secret) are determined by the general meeting.

7.6.11. A member of the Cooperative, whose rights and interests have been violated by the decision of the general meeting, has the right to appeal this decision in court.

7.6.12. Issues attributed to the exclusive competence of the general meeting cannot be transferred to the decision of the supervisory board or the executive bodies of the Cooperative.

7.7.1. The Supervisory Board exercises control over the activities of the executive bodies of the Cooperative and decides other issues attributed to its competence by this charter.

The Supervisory Board is created from the members of the Cooperative. The number of members of the supervisory board and their term of office are determined by the general meeting.

The Supervisory Board elects from among its members the Chairman of the Supervisory Board. A member of the supervisory board cannot simultaneously be a member of the board of the Cooperative or the chairman of the Cooperative.

7.7.2. Meetings of the Supervisory Board are convened as needed, but at least once every six months.

7.7.3. Members of the Supervisory Board are not entitled to act on behalf of the Cooperative.

7.7.4. The exclusive competence of the Supervisory Board includes the solution of the following issues:

• __________________________;
• __________________________;
• __________________________.

Issues attributed to the exclusive competence of the supervisory board cannot be transferred to the decision of the executive bodies of the Cooperative.

7.8. Executive bodies of the Cooperative.

7.8.1. The executive bodies of the Cooperative carry out the current management of its activities.

The executive bodies of the Cooperative are accountable to the supervisory board and the general meeting.

The Board directs the activities of the Cooperative in the period between general meetings. The competence of the management board includes issues that are not attributed to the exclusive competence of the general meeting and the supervisory board.

The Board of the Cooperative is headed by the Chairman of the Cooperative.

7.8.3. The chairman of the Cooperative is approved by the general meeting on the proposal of the supervisory board for a period of ___ year.

7.8.4. Cooperative Chairman:

• organizes the work of the board;
• convene meetings of the board;
• performs the functions of presiding over board meetings;
• organizes the keeping of minutes of board meetings;
• acts on behalf of the Cooperative without a power of attorney, including representing its interests and making transactions;
• signs financial and other documents of the Cooperative;
• opens settlement and other accounts in banks, disposes of the property and financial resources of the Cooperative within its competence;
• provides preparation and submits an annual report, an annual balance sheet, proposals for the distribution of profits of the Cooperative, informs the supervisory board and the general meeting about the current financial and economic activities of the Cooperative, organizes the implementation of decisions of the general meeting and the supervisory board;
• supervises the labor activities of members and employees of the Cooperative, approves the organizational structure and staffing table, organizes accounting and ensures the preparation and timely submission of accounting and statistical reports to the general meeting, tax authorities, social funds and state statistics bodies;
• issues powers of attorney for the right of representation on behalf of the Cooperative, including powers of attorney with the right of substitution;
• issues orders (orders) binding on members of the Cooperative and hired employees, including orders for the appointment of employees, their transfer and dismissal, applies incentives and imposes disciplinary sanctions;
• individually makes decisions on the following issues within the competence of the management board:
• ______________________________.

7.8.5. In case of disagreement between the chairman of the Cooperative and members of the board controversial issue submitted for consideration by the supervisory board. The decision on this issue is taken by a simple majority of votes of the members of the Supervisory Board.

7.8.6. The conditions of remuneration for the chairman of the Cooperative ___________________.

7.8.7. The Chairman of the Cooperative is liable to the Cooperative for losses caused to the Cooperative by guilty actions (inaction).

7.8.8. The Chairman of the Cooperative may be relieved of his post by a decision of the general meeting on the grounds provided for by the labor legislation of Russia.

8. INTERNAL AND EXTERNAL AUDIT

8.1. To control the financial and economic activities of the Cooperative, the general meeting elects audit commission consisting of at least three members of the Cooperative for a period of ____ year.

Members of the audit commission cannot be members of the supervisory board and executive bodies of the Cooperative.

8.2. The Audit Commission checks financial condition Based on the results of work for the financial year, the Cooperative conducts an audit of the financial and economic activities of the Cooperative on behalf of the general meeting, the supervisory board or at the request of at least 10 percent of the members of the Cooperative, as well as on its own initiative (internal audit).

8.3. The members of the audit commission have the right to demand from the officials of the Cooperative to submit the documents necessary for verification, and the relevant officials are obliged to immediately submit these documents to the members of the audit commission.

8.4. The Audit Commission presents the results of its audit to the general meeting and the supervisory board.

8.5. For verification of financial and economic activities and confirmation financial statements the executive bodies of the Cooperative may involve external auditors from among the persons entitled to carry out such activities.

The audit of the financial and economic activities of the Cooperative by external auditors is also carried out by decision of the Supervisory Board or at the request of at least 10 percent of the members of the Cooperative. In the latter case, the services of the auditor are paid by the members of the Cooperative who demanded such an audit.

9. LABOR RELATIONS IN THE COOPERATIVE

9.1. Labor Relations members of the Cooperative are governed by the Law on Production Cooperatives and this Charter, and hired employees - by the legislation of Russia on labor.

9.2. The Cooperative independently determines the forms and systems of remuneration for the members of the Cooperative and its employees. Remuneration for labor in the Cooperative can be made in cash and (or) in kind based on the Regulations on remuneration, developed by the Board of the Cooperative.

The regulation on remuneration is subject to approval by the general meeting.

9.3. The cooperative independently establishes the types of disciplinary responsibility for its members.

The disciplinary sanctions that the Cooperative has the right to apply against its members who have committed disciplinary offenses are: __________________.

Disciplinary action, including dismissal, can be imposed on the chairman of the Cooperative, board members and members of the audit commission only by the decision of the general meeting, and on its other officials - __________________________.

9.4. Members of the Cooperative who take personal labor participation in its activities are subject to social and compulsory health insurance and social security on an equal basis with hired employees of the Cooperative.

Working hours in the Cooperative are included in seniority... The main document on the labor activity of a member of the Cooperative is employment history.

9.5. For pregnant women, in accordance with a medical opinion, production rates, service standards are reduced, or they are transferred to another job, lighter, excluding the impact of adverse production factors, while maintaining the average earnings from the previous job. Pregnant women and citizens with children are provided with maternity leave and childcare leave, as well as benefits provided by Russian labor legislation and other legislation.

The cooperative may establish additional paid holidays for such citizens.

9.6. For members of the Cooperative under the age of 18 who take personal labor participation in its work, a shorter working day and other benefits provided for by the labor legislation of Russia are established.

By decision of the general meeting, the Cooperative has the right, at the expense of its own profits, to provide additional benefits for the social security of its members.

9.7. The Board concludes with the employees of the Cooperative a collective agreement that meets the requirements of Russian legislation on collective agreements and contracts.

9.8. The duration and schedule of the working day in the Cooperative, the procedure for granting days off, vacations, including additional ones, as well as other working conditions are determined by the Labor Regulations of the Cooperative, approved by ______________________. At the same time, the duration of vacations must not be less than that established by the labor legislation of Russia.

9.9. The cooperative implements measures to ensure labor protection, safety, industrial hygiene and sanitation in accordance with the provisions and norms established for state unitary enterprises.

9.10. The average number of employees in the Cooperative for the reporting period should not exceed 30 percent of the number of members of the Cooperative. This restriction does not apply to work performed under the work contracts concluded by the Cooperative with citizens and other contracts regulated by civil law, as well as seasonal work.

10. ACCOUNTING AND REPORTING OF THE COOPERATIVE. DOCUMENTS OF THE COOPERATIVE

10.1. The cooperative maintains accounting and reporting, as well as statistical reporting in the manner prescribed by Russian legislation for commercial organizations.

10.2. Information about the activities of the Cooperative is provided to state authorities and bodies local government in the manner prescribed by the legislation of Russia.

10.3. The cooperative is obliged to keep the following documents:

this charter, the amendments and additions made to it, registered in the prescribed manner, the decision to create the Cooperative, the certificate of state registration of the Cooperative;

• documents confirming the rights of the Cooperative to the property on its balance sheet;
• internal documents of the Cooperative, approved by the general meeting and other governing bodies of the Cooperative;
• regulations on branches or representative offices of the Cooperative;
• annual financial statements;
• accounting documents;
• financial reporting documents;
• minutes of the general meeting, meetings of the supervisory board, board, audit commission, orders and instructions of the chairman of the Cooperative;
• conclusions and acts of audits by the audit commission, external auditor, state and municipal bodies of tax and financial control;
• other documents provided for by this charter, internal documents of the Cooperative, decisions of the general meeting, supervisory board, executive bodies of the Cooperative, as well as documents provided for by the Federal Law "On Accounting" and other legal acts of Russia.

10.4. The cooperative stores the documents provided for in clause 10.3 of this charter at the address: __________________________.

11. REORGANIZATION AND LIQUIDATION OF THE COOPERATIVE

11.1. The reorganization of the Cooperative in the form of a merger, affiliation, division, separation or transformation can be carried out voluntarily by decision of the general meeting.

The procedure for reorganizing a cooperative is determined by part 1 Civil Code RF and the Law on Production Cooperatives.

11.2. A cooperative is considered reorganized, with the exception of reorganization in the form of affiliation, from the moment of state registration of the newly formed cooperatives.

In case of reorganization of the Cooperative in the form of joining another cooperative to it, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the affiliated cooperative.

11.3. When reorganizing the Cooperative, a deed of transfer or separation balance sheet is drawn up containing provisions on succession for all obligations of the reorganized Cooperative in relation to all of its creditors and debtors, including obligations disputed by the parties.

11.4. The deed of transfer or separation balance sheet is approved by the general meeting that made the decision on the reorganization of the Cooperative, and is submitted together with the constituent documents for state registration of the newly emerged cooperative (cooperatives) or to amend the constituent document of the existing cooperative.

11.5. By the unanimous decision of its members, a cooperative may be transformed into a business partnership or society.

11.6. Succession during the reorganization of the Cooperative is carried out in accordance with Part 1 of the Civil Code of the Russian Federation.

11.7. The cooperative may be liquidated by the decision of the general meeting, including in connection with the expiration of the period for which it was created, the achievement of the purpose for which it was created, or in connection with the invalidation of the state registration of the Cooperative by the court due to violations of the law or other violations committed during its creation. legal acts if these violations are irreparable.

11.8. A cooperative may be liquidated by a court decision in case of carrying out activities without a proper permit (license), or in the case of carrying out activities prohibited by law, or in case of other repeated or gross violations of the law, as well as other legal acts.

11.9. The cooperative is liquidated as a result of its bankruptcy by the court.

The cooperative can declare its bankruptcy and voluntary liquidation by a joint decision of the general meeting of the members of the Cooperative and its creditors. The grounds for declaring a cooperative bankrupt or for declaring the Cooperative about its bankruptcy, as well as the procedure for liquidating the Cooperative, are established by Part 1 of the Civil Code of the Russian Federation and the Law on Insolvency (Bankruptcy).

11.10. The general meeting or other body that has made a decision on the liquidation of the Cooperative shall appoint, in agreement with the body that carries out the state registration of the Cooperative, a liquidation commission and establish, in accordance with part 1 of the Civil Code of the Russian Federation, the procedure and terms for liquidating the Cooperative.

11.11. The property of the Cooperative remaining after the satisfaction of the creditors' claims is subject to distribution among its members in the manner prescribed by the agreement between the members of the Cooperative.

11.12. The cooperative is considered liquidated after making an entry about it in the Unified State Register of Legal Entities.

The phrase “cooperative” evokes mixed emotions - at the end of the twentieth century, many made a profitable investment, but the majority lost the lion's share of storage resources. Citizens of the Russian Federation are not sufficiently aware of the advantages and disadvantages, types of work organization, so today we will open the curtain of "secret" knowledge.

Consider characteristics production cooperative, its strengths and weak sides, participants and legislative regulation.

For description of this concept the word "artel" is also suitable, which is characterized by production, trade or agricultural activities.

The association has the right to engage in:

• production, processing and marketing finished products;
• provision of services, performance of one-time work;

The practice of share contributions is widespread, but the labor participation of members of the cooperative is also regulated by law. The restriction on the formation of the above-mentioned structure concerns the production and sale of goods prohibited at the level of Government initiatives.

The norms of the law do not provide for prohibitions on the number of members of the artel, and the internal policy is reduced to the rule "One for all - and all for one."

What are the main advantages of creating a PC, you will learn here:

The constituent document is the internal charter of the organization, the provisions of which establish the interaction between the participants, their guarantees and mechanisms for exiting commercial structure.

The highest management body is a periodic meeting of the members of the cooperative. If there are more than fifty of them, the legislation allows the creation of a supervisory board. His functions include control over the activities of the board or direct manager.

It's important to know! A legal entity acts as an equal participant in the artel in cases that do not contradict the provisions of the constituent document.

Legislative regulation

The specifics of the formation and further activities are regulated by Articles 106.1-106.6 of the Civil Code of the Russian Federation. Federal Law No. 41-FZ provides for leverage on the above form of organization of industrial facilities.

Article 106.1. The concept of a production cooperative

1. A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services) based on their personal labor and other participation and the consolidation of property shares by its members (participants). The law and the charter of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a corporate commercial organization.
2. Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative.

The Law "On Registration of Legal Entities and individual entrepreneurs»Explains the nature of the interaction of state regulatory bodies and the artel in question.

The above-mentioned Law No. 41 has several profile norms concerning the organization and development of a production cooperative:

• unlimited number of participants;
• the amount of money transferred to social funds is ten times less than payments by LLC and PJSC;
• labor productivity potential is several times higher than government and commercial structures. you will learn what a state unitary enterprise is;
• PC participants are not subject to the provisions of the Labor Code;
• part of citizens or legal entities can make share contributions ( material support, movable / immovable property) and receive dividends. Guarantees, the amount and frequency of payments depends on the individual characteristics of the constituent document;
• the minimum number of founders to create a PC is five individuals or legal entities;

The rights of the members of the cooperative:

• during voting, each participant has one vote;
• a person with insolvent status has the right to pledge a share in a cooperative (as real estate).

What is a production cooperative?

Tasks and social functions of the cooperative

The founders are obliged to follow the main idea in the formation of the PC - to provide the participants with material benefits in the most efficient way.

The influence of the artel on the satisfaction of the social needs of citizens is great, in connection with which the following functions of the association are distinguished:

1. Benefit facilitates networking between participants.
2. Overcoming the social isolation of the actors.
3. Formation of personal values ​​focused on the comprehension of work activities, the search for more effective methods of doing business.
4. The principles of religious, national and political tolerance.
5. Social protection of members of the organizational structure, the formation of new jobs.
6. Building infrastructure to meet the needs of citizens.

Advantages and disadvantages of a production cooperative

The share-based commercial structure has the following strengths:

1. Additional motivation for participants - profit or property after liquidation, is distributed according to the fact of everyone's contribution to the labor process. Material incentives stimulate citizens to pay more attention to increasing productivity in the considered area of ​​employment.
2. Unlimited number of members - up to a certain point, an increase in the number of "workers" leads to a proportional increase in labor productivity.
3. Equality in management organizational structure- the person is obliged to pay shares, the presence of which forms the cooperative fund. If there is not enough funds to pay off the debt, subsidiary liability is imposed on each participant.
4. Democratic principles - a person has the right to leave the artel, influence decision-making, participate in the discussion of burning issues, use information about the current state of affairs.

However, the main advantage of the PC is the policy of “one for all - and all for one”. Fluctuations in the number of participants do not affect the functioning of the structure, since the "backbone" of the organization remains unchanged.

The absence of paperwork guarantees instant registration of a new member of the artel, you only need a passport and a copy labor document... Any constituent document provides for the possibility of making an additional share instead of personal participation in the labor process.

Among the disadvantages are the following:

1. A PC is created by a group of persons, the number of which is at least five.
2. At the stage of formation, each “founder” contributes 10% of the amount of the authorized capital, and a year is allotted for full repayment.
3. A peculiar commercial structure cannot manipulate shares (issue and sell).
4. All property of the participants is divided into autonomous units - shares. Indivisible objects are registered in the constituent document and can be regulated by each member of the artel.

The main signs of a PC.

Registration and formation of regulatory documents

The process of creating a production cooperative has the following simplified scheme:

• registration is carried out by the Tax Inspectorate.
• for filing a petition, passport details of the founders are provided, and the TIN on the participants, the composition of the management team.
• a copy of the constituent document, developed prior to filing an application for registration of the artel.
• additionally indicates: the name of the commercial structure, type of labor activity, size, organization and procedure for payments on a share basis. It will be useful to have information about the chosen system of taxation, the cooperative.

It's important to know! As the location of the voluntary association, the address of the inviolable real estate, housing site of one of the founders is indicated.

The charter is the main document of title, the provisions of which regulate the relationship between the association and the state.

The discussion and the final version of the constituent paper is discussed at the general meeting, must contain the following data:

1. The name and location of the organizational structure.
2. The period of employment (fixed-term or indefinite basis).
3. The purpose of creation and the type of activity that the founders will be engaged in are indicated.
4. Registration rules for new citizens, the size of the initial payment.
5. The order and amount of material funds withdrawn to pay off subsequent installments.

Property features of the PC

Current legislation and experts identify several characteristics that apply only to a cooperative:

• the profit of a commercial organization is created by the own labor of its participants;
• some of the founders provide funds instead of participation in professional activity PC (no more than 25% of the total number of citizens);
• the financial resource is formed from: share contributions, additional earnings individuals, property accepted as a gift;
• the timing and amount of payments are established by a regulatory document;
• compulsory formation of a mutual fund, as well as its indivisible variety. The latter are designed for a specific task;
• subsidiary responsibility of each founder - in case of insolvency of the cooperative, the obligation to pay off the debt falls on the shoulders of registered citizens. you will find out what are the features of the subsidiary liability of the founders of the LLC.

It's important to know! Profits are initially withdrawn to meet tax liabilities. The remaining amount is evenly distributed among the members of the organizational structure.

Conclusion

A production cooperative is a voluntary association for the purpose of meeting the social needs of individuals or legal entities. commercial organization has the right to engage in any type of labor activity permitted on the territory of the Russian Federation.

A striking example of successful cooperation is the collective and state farms that have survived to this day. The agricultural variety is withering today due to problems with the sale of finished products, the pricing policy of procurement measures.

The concept and features of a production cooperative - in this video:

Created through a voluntary association of citizens on the basis of membership for joint production and other economic activities based on their personal labor and other participation and the unification of property shares by its members (participants). The charter of a production cooperative may provide for the participation of legal entities in its activities as well.

The procedure for the creation and further operation of production cooperatives is regulated by the Civil Code of the Russian Federation, the Law “On Production Cooperatives”, as well as the Law “On State Registration of Legal Entities and Individual Entrepreneurs”.

The members of the cooperative bear subsidiary responsibility for its obligations in the manner prescribed by its Charter. The total number of members of a production cooperative may not be less than 5. Members of the cooperative may be citizens of the Russian Federation, foreign citizens, stateless persons. Entity participates in the activities of the cooperative through its representative in accordance with the Charter of the cooperative. It should also be remembered that all members of the production cooperative are liable for the debts of the enterprise with their personal property.

The only constituent document of a production cooperative is the Charter.

The minimum size of the share fund of a production cooperative is not established by law. Members of the cooperative are required to make at least 10% of their shares before state registration of the cooperative, and the rest - within one year from the date of registration. Contributions to a mutual fund can be made both in cash and other property. An assessment of a share contribution in non-cash form in excess of 25,000 rubles must be made by an independent appraiser.

A member of the cooperative has the right to transfer his share or part of it to another member of the cooperative, unless otherwise provided by law and the charter of the cooperative.

The supreme governing body in a production cooperative is the general meeting of its members, which decides the most important issues of the cooperative's activities, including electing the permanent executive bodies of the cooperative - the board and / or the chairman of the cooperative. The executive bodies manage the activities of the cooperative between meetings, solving issues that are not attributed to the exclusive competence of the general meeting.

The registration of production cooperatives is carried out by the tax authorities. Tax authorities it is necessary to provide information about the registered enterprise: passport data and TIN (if any) of members of the cooperative - individuals, information on the composition of the executive bodies of the cooperative, information from the Unified State Register of Legal Entities about participants - legal entities and copies of their constituent documents, the name of the cooperative to be created, main activities, information on the size, structure and procedure for payment of the mutual fund, the chosen taxation system (general, simplified), the exact address of the location of the cooperative.

The location address can be rented or own non-residential premises or the place of residence of the manager.

Depending on the nature of the activity, they are distinguished:

• Production cooperative;
• Agricultural production cooperative.

A production cooperative is formed exclusively by the decision of its founders. Under the founders, it is customary to understand those persons who create new organization... In this case, a cooperative. The founder cannot be replaced. After the creation of the cooperative, all persons participating in it (including the founders) are its members. But the first ones who created it will forever remain founders, even if they subsequently leave the cooperative. The number of its members upon creation cannot be less than five people, i.e. individuals. If a legal entity participates in the creation of a cooperative, then it will be only the sixth. Members of a cooperative formed on the basis of the Law on Production Cooperatives may be individuals (citizens of the Russian Federation, foreign citizens, stateless persons) who take personal labor and other (in particular, financial) participation in its activities. The charter of the cooperative may provide for the participation in its activities and legal entities, which also become its members and act through their representative. This solution of the issue allows the cooperative, on the one hand, to attract investments, and the investor to have a corresponding share in the property of the cooperative and participate in the distribution of profits, taking into account the size of this share, and, on the other hand, to preserve the cooperative as a community, primarily people, not capital ... All members of the cooperative have the right to participate in the management of its affairs (legal entities through their representative), having one vote in decision-making by the general meeting.

When establishing a cooperative necessary document is its charter, the conclusion of the memorandum of association is not required. The meeting of founders elects the chairman of the cooperative, his board, forms other bodies of the cooperative, approves the prepared charter.

Thus, in accordance with the Federal Law "On Production Cooperatives", there are three types of membership:

The main type is the members of the cooperative - the citizens working in it, since the cooperative, by its very nature, is an organization in which people voluntarily unite for joint work.

The second type is citizens who do not work in a cooperative. The participation of such members in its production and economic activities can be expressed, in particular, in financing the cooperative, providing it with material resources, premises, and transport. As members of the cooperative, they, nevertheless, have the right and are obliged to participate in the work of the general meeting, they can be elected to the governing bodies of the cooperative, the audit commission, and the supervisory board.

Legal entities (the third type of membership in a cooperative), if it is expressly provided for by its charter, are admitted to the cooperative. A legal entity acts in a cooperative through its representative. Its participation in the production and economic activities of the cooperative is expressed in the same forms that were mentioned in relation to citizens who do not take personal labor participation in the activities of the cooperative.

The presence of a second and third group of members is optional. The charter may enshrine the principle of the obligatory participation of a member of the cooperative in his activities by personal labor, for example, an artel of miners.

The legal status of members of the second and third groups is somewhat different from the members of the cooperative working in it. First, the number of non-working members cannot exceed 25% of their total number. Secondly, they are obliged to make two share contributions: the main and additional, which, as it were, compensates for their non-participation in the activities of the cooperative by personal labor. The amount of the additional contribution is established by the charter or other internal documents of the cooperative (decision of the general meeting, regulations on the mutual fund, etc.). Thirdly, such members receive only that part of the distributed profit, which is calculated depending on the share contribution made. A member of a cooperative who works in it has several more rights than those who do not take personal labor participation in its activities. An employee of a cooperative who is a member of a cooperative has the right to remuneration for labor, he also has the right to receive a part of the distributed profit, not only in proportion to the size of the share contribution, but also depending on the quantity and quality of his labor. For example, in artisan cooperatives, labor participation rates are used to determine the labor contribution of a member of the cooperative to his or her work.