home Training Private professional institution under the civil code. Private institution. Property of a private institution, its disposal

Private professional institution under the civil code. Private institution. Property of a private institution, its disposal

Fundamental nuances about these types of organizations are described in article 123.23. Civil Code of the Russian Federation. In addition, Article 9 of the Federal Law No. 7 “On Non-Commercial Organizations” also regulates some legal aspects in relation to private institutions and their activities. Let us consider in detail some legal aspects and other issues.

The concept and activities of a private institution

An institution is a unitary non-profit association founded by the owner in the manner prescribed by the charter to carry out activities to achieve the following goals:

public;
cultural;
managerial;
other tasks of non-commercial specificity.

Part 1 of Article 9 of Federal Law No. 7 establishes the concept: a private institution is a non-profit association founded by the owner to implement the above activities.

Types of data associations:

private (registered by a citizen or legal entity);
state (formed by the Russian Federation, the subject of the Russian Federation or the authorized body of the municipal district).

A private institution carries out activities based on the regulatory provisions of the charter - the only possible type of constituent documentation.

The charter is being approved by the following persons:

the sole owner of the property;
by all owners - with the founding carried out jointly.

The requirements of the charter must be fulfilled not only by the organization itself, but also by its founders.

The issue of creation is decided by the founder (founders).

These types of organizations, in order to be able to carry out activities, must necessarily undergo a procedure state registration according to the procedure regulated by 129-FZ, taking into account the nuances associated with the procedure for registering non-profit associations.

The decision on registration is made by the Ministry of Justice of the Russian Federation. Based on this decision, the registration authority (territorial inspection of the Federal Tax Service) makes an appropriate entry in the Unified State Register of Legal Entities.

Feature and distinctive features of a private institution

a subject of the Russian Federation;

citizens;
legal entities.

property is redundant.

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NC form - features

What is the peculiarity / difference / uniqueness of a private institution from other organizational legal forms? Why do some choose this form?

ALEKSANDER 14.08.2019 13:13

All the main differences between a private institution are indicated in Art. 123.23 of the Civil Code of the Russian Federation

Civil Code of the Russian Federation Article 123.23. Private institution

1. A private institution is fully or partially financed by the owner of its property.

2. A private institution shall be liable for its obligations with the funds at its disposal. In case of insufficiency of the indicated Money subsidiary liability for the obligations of a private institution shall be borne by the owner of its property.

3. A private institution may be transformed by the founder into an autonomous non-profit organization or foundation.

Federal Law No. 7-FZ of January 12, 1996 (as amended on July 29, 2018) "On Non-Commercial Organizations" (as amended and supplemented, effective from January 1, 2019)

Article 9. Private establishments

1. A private institution is a non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-commercial nature.

2. The property of a private institution is under the right of operational management in accordance with the Civil Code Russian Federation.

The main difference from other types of institutions is the circle of persons who have the right to establish such an organization.

State and municipal can be formed:

a subject of the Russian Federation;
the relevant municipal authority.

Private companies have the opportunity to create and carry out activities on the initiative of:

citizens;
legal entities.

According to comparative analysis, private, like other types of institutions:

operate on the basis of full or partial financing of property owners;
incur liabilities within the framework of financial assets that are at the disposal of the organization;
if the organization lacks material resources, the owner of the property is subject to subsidiary liability.

Property of a private institution, its disposal

The procedure for disposing of property is described in part 1 of Article 123.21. Civil Code of the Russian Federation. The provisions of the law apply to both private and municipal institutions.

According to the provisions of this article, the founder is the owner of the property. The property of a private institution may be:

assigned by the owner to the institution;
purchased for other reasons.

Regardless of the method of formation of property, the right of operational management is assigned to it in accordance with the procedure established by Article 296 of the Civil Code of the Russian Federation.

A private institution has the right:

own and use property in accordance with the purposes of the non-commercial activity carried out;
own and use property in accordance with designated purpose such property;
dispose of property only with the permission of the owner, unless otherwise provided by the relevant law.

The owner has the ability to withdraw property that was assigned to the institution or acquired at the expense of material resources allocated by the owner for the purchase, on the following grounds:

the property is not used for its intended purpose;
the property is not used at all;
property is redundant.

After the implementation of the seizure procedure, the owner acquires the right to use the seized property at his own discretion.

Transformation of private institutions

The order of conversion to other forms is regulated accordingly:

part 7 of article 123.22. - for state (municipal);
part 3 of article 123.23. - for private.

The main difference in the conversion order is as follows:

the founder of a private institution may at any time carry out the procedure of transformation into an autonomous non-profit organization or foundation;
municipal institution may be transformed into other organizational and legal forms of legal entities, if such a possibility is provided for by law.

Sazonov Sergey Vladimirovich 17.08.2019 16:08

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Federal Law No. 7-FZ of January 12, 1996 (as amended on July 29, 2018) "On Non-Commercial Organizations" (as amended and supplemented, effective from January 1, 2019) Article 9. Private Institutions (as amended by federal law 175-FZ dated November 3, 2006) (see the text in the previous edition) 1. A private institution is a non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-commercial nature. 2. The property of a private institution is with him on the right of operational management in accordance with the Civil Code of the Russian Federation.

Dubrovina Svetlana Borisovna 18.08.2019 00:00

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ST 123.23 of the Civil Code of the Russian Federation

1. A private institution is fully or partially financed by the owner of its property.

2. A private institution shall be liable for its obligations with the funds at its disposal. In case of insufficiency of the indicated funds, the owner of its property bears subsidiary liability for the obligations of a private institution.

3. A private institution may be transformed by the founder into an autonomous non-profit organization or foundation.

Commentary on Art. 123.23 of the Civil Code of the Russian Federation

1. A private institution is a kind non-profit organization, created by the owner (citizen or legal entity) for the implementation of managerial, socio-cultural or other functions of a non-commercial nature (see Article 9 of the Federal Law of January 12, 1996 N 7-FZ "On Non-Commercial Organizations").

Specific features of a private institution:

Not based on membership;

Does not have the right of ownership to the property transferred by the founder;

Wholly or partially financed by the owner of the property;

If the funds of the institution are insufficient, the owner of its property shall bear subsidiary liability for its obligations;

Objectives of activity - implementation of managerial, socio-cultural or other functions of a non-commercial nature;

Management of the institution and its property is carried out by persons appointed by the founder (founders). As a rule, this is the sole executive body.

2. The organizational and legal form of the institution allows its founder to implement by creating such legal entity their interests, while remaining the owner of its property and exercising very significant control in the management of the organization and disposal of its property.

In particular, the owner should not allow a situation where, in the event of insufficient funds from a private institution, he may incur subsidiary liability for its obligations.

3. Paragraph 3 of the commented article establishes an exhaustive list of organizational and legal forms of transformation of a private institution - this is an autonomous non-profit organization or foundation. Both forms of a non-profit organization are unitary organizations.

4. In most cases, private institutions are created in the educational, medical, and other socio-cultural fields, for example:

1) educational institutions. In accordance with Part 4 of Art. 22 FZ of December 29, 2012 N 273-FZ "On Education in the Russian Federation" educational organization depending on who created it, it is state, municipal or private. According to part 7 of the same article, a private educational organization is an educational organization created in accordance with the legislation of the Russian Federation by an individual or individuals and (or) a legal entity, legal entities or their associations, with the exception of foreign religious organizations. For example:

a) private preschool educational institution Kindergarten"Sun" in Bryansk (see URL: garden-sun.rf/; garden-sun.rf/files/other/deystvuyuschiy_ustav.doc). The institution is a kindergarten and, as the main goal of its activity, carries out educational activities in educational programs of preschool education, supervision and care of children in groups of a general developmental and compensatory orientation (for children with speech impairment);

b) private educational institution higher education"National Open Institute of St. Petersburg" (see URL: noironline.ru/; noironline.ru/files/2016/Ustav_26.01.2016.pdf; Order of Rosobrnadzor dated 11.08.2016 N 1413 "On state accreditation of educational activities of a private educational institution of higher education "National Open Institute of St. Petersburg"). The subject of activity of this institution is the implementation educational programs for all levels of training in accordance with the available licenses, accreditations; implementation of additional professional programs, training, retraining and (or) advanced training of employees various areas, scientific and scientific-pedagogical workers; implementation of fundamental and applied scientific research; implementation of e-learning, the use of distance learning technologies, etc.;

2) medical institutions. In accordance with Part 2 of Art. 29 of the Federal Law of November 21, 2011 N 323-FZ "On the Fundamentals of Protecting the Health of Citizens in the Russian Federation", the organization of health protection is based on the functioning and development of the state, municipal and private healthcare systems. By virtue of part 5 of the same article, the private health care system consists of those created by legal entities and individuals medical organizations, pharmaceutical organizations and other organizations operating in the field of health protection, for example:

a) private health care institution "Elizabeth Children's Hospice" - non-profit, unitary, private medical institution, which is intended to provide symptomatic (palliative) treatment, selection of the necessary analgesic therapy, provision of medical, social assistance care, psychological rehabilitation and adaptation of seriously and hopelessly ill children; psychological support for relatives and friends of patients during the period of illness and loss of a loved one. In its practice, this institution carries out medical activities and activities related to the circulation of narcotic drugs and psychotropic substances on the basis of the relevant state licenses, and does not pursue profit making as the main goal of its activities (URL: helpcomplex.ru/upload/image/root/Ustav_ves_ .jpg);

b) private healthcare institution "Medico-sanitary unit" - a private healthcare institution - a modern, well-equipped multidisciplinary clinic that provides highly qualified medical care operating throughout the Southern Federal District (URL: chuzmsch.ru/).

5. Court practice:

Decree of the Arbitration Court of the North-Western District dated December 10, 2014 in case N A56-43782 / 2013 (on invalidating the charter of the institution in terms of granting it the right of operational management in relation to the property specified in the inventory);

Resolution of the Thirteenth Arbitration Court of Appeal dated October 27, 2014 in case No. А56-43782/2013 (on invalidating the charter of a legal entity);

Resolution of the Fourteenth Arbitration Court of Appeal dated 10/10/2013 in case N A13-3286 / 2013 (on the collection of debt to finance the activities of the institution).

3. Autonomous non-profit organizations

Full text of Art. 123.23 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2020. Legal advice under Article 123.23 of the Civil Code of the Russian Federation.

1. A private institution is fully or partially financed by the owner of its property.

3. A private institution may be transformed by the founder into an autonomous non-profit organization or foundation.

Commentary on Article 123.23 of the Civil Code of the Russian Federation

1. A private institution is a type of non-profit organization created by the owner (citizen or legal entity) to carry out managerial, socio-cultural or other functions of a non-profit nature.

Specific features of a private institution:
- not based on membership;
- does not have the right of ownership to the property transferred by the founder;
- fully or partially financed by the owner of the property;
- if the funds of the institution are insufficient, the owner of its property bears subsidiary liability for its obligations;
- objectives of the activity - the implementation of managerial, socio-cultural or other functions of a non-commercial nature;
- management of the institution and its property is carried out by persons appointed by the founder (founders). As a rule, this is the sole executive body.

2. The organizational and legal form of an institution allows its founder to realize his interests through the creation of such a legal entity, while remaining the owner of its property and exercising very significant control in the field of managing the organization and disposing of its property.

In particular, the owner should not allow a situation where, in the event of insufficient funds from a private institution, he may incur subsidiary liability for its obligations.

4. Applicable law:
- BK RF;
- Federal Law of November 10, 2009 N 259-FZ "On the Moscow state university named after M.V. Lomonosov and St. Petersburg State University";
- Federal Law No. 174-FZ of November 3, 2006 "On Autonomous Institutions";
- Federal Law of 04.05.2005 N 32-FZ "On Public Chamber Russian Federation";
- Federal Law No. 63-FZ of 31.05.2002 "On advocacy and advocacy in the Russian Federation";
- Federal Law No. 54-FZ of May 26, 1996 "On the Museum Fund of the Russian Federation and museums in the Russian Federation";
- Federal Law No. 7-FZ of January 12, 1996 "On non-commercial organizations".

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