The exit of a founder from a non-profit organization, namely the introduction of changes to the Unified State Register of Legal Entities, differs from other changes in non-profit organizations.
Unlike the change of director in an NPO, documents for registering the exit of the founder are submitted, not to the Ministry of Justice, to the Department of the Federal Tax Service.
According to clause 3 of Art. 15 of the Law on NPOs, NPO participants can leave the non-profit organization at their own request and without the consent of other NPO members.
This is also confirmed by letter of the Ministry of Justice No. 11/32870-SG dated March 24, 2016. The same letter states that the tax authority will be the registering authority in this case, and notification of the Ministry of Justice is not required.
An application for a change of founders in an NPO in 2022 is submitted using form P13014.
First of all, check whether the Unified State Register of Legal Entities contains information about the founders of the non-profit organization today. This can be done by downloading an extract from the Unified State Register of Legal Entities on the tax website.
The founder submits an application for withdrawal to the Director of the NPO, either in person with a receipt stamp on the second copy, or by mail in a valuable letter with a list of the attachments.
After the director receives the application, exit documents are submitted to the registration authority.
To exit, you need to submit the following documents:
- Form P13014 – notarized
- Cover letter in free form in two copies
- If documents are submitted by power of attorney, it will need to be notarized
The applicant of form P13014 in this case is the participant himself, who leaves the NPO.
In this case, the following sheets are filled out in form P13014:
- Title page
- If the participant is an individual, sheet D
- Information about the applicant - sheet N
How does this happen and what list of documents is needed for the founder’s exit?
In order to leave the founders of a non-profit organization, it is necessary to take a number of actions. The first is to prepare the necessary documents for the founder’s withdrawal from the Non-Profit Organization (Public Organization, Association, Bar Association, Law Office, Autonomous Non-Profit Organization, Foundation).
It is required to prepare an application in form P13014 for the exit of the founder, an application-notification of exit addressed to the current head of the Non-Profit Organization, as well as a covering letter to the Federal Tax Service. In the application on form P13014 we indicate the details of the legal entity, passport details of the excluded founder, telephone, mail, as well as the applicant. Please note that the applicant in this case is the outgoing founder, and not the current head of the company, as happens in other changes in a non-profit organization. The application form must be certified by a notary for the applicant, that is, the applicant’s signature must be affixed in the presence of a notary. Thus, the notary certifies the will of the founder to withdraw from the membership of the founders of the Non-Profit Organization. The covering letter and application addressed to the manager are signed in duplicate by each person. When submitting documents to the Federal Tax Service, the second copy is marked by the tax authority and returned to you. With the return copy, you can then receive an extract of the non-profit organization from the Unified State Register of Legal Entities with the changes made.
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We encounter numerous problems when certifying Form P13014 for the founder’s exit. As mentioned earlier, such a form must be certified by a notary, but not all notaries know the legislation on non-profit organizations, as a result of which they require correction of documents that are already prepared in accordance with the current legislation of the Russian Federation. For example, a notary often asks to change the applicant from the founder to the head of the Organization, justifying this by the fact that when making changes to the NPO, the applicant is the head of the NPO, without taking into account the provisions of Article 15 of the Federal Law of January 12, 1996 N 7-FZ (as amended by 07/02/2021) “About non-profit organizations.” Also, when certifying such an application, the notary often equates the NPO to an LLC and demands that the charter documents of the Non-Profit Organization be provided, as well as the decision of the highest management body of the NPO to exclude the founder, which is also a mistake. When a founder leaves the NPO founders, no decision is required from the management bodies of the Non-Profit Organization, since this is a voluntary matter and only the will of the founder is required.
Difficulties arise when preparing a notarized power of attorney; also, by analogy with an LLC, a notary rushes to prepare a power of attorney from a legal entity, when in this case the power of attorney must be provided by an individual - the excluded founder.
As you can see, the procedure is not very complicated at first glance, but in fact there are many moments that raise a lot of questions. Only an experienced lawyer who knows all the legislation on NPOs and also has extensive practical experience in this area can help you remove the founder from the NPO without any problems.
What to indicate in the “Information about the applicant” (Sheet N) P13014?
According to the letter of the Ministry of Justice of Russia dated December 8, 2016 N 11-141929/16:
“In paragraph 1 of sheet P of the application in form P14001, the applicant may be designated as a person acting on the basis of the authority provided for by federal law (numerical value “03”).”
Since 2022, the form has changed, but by analogy with filling out the old form, the new one will need to indicate:
«2 - a person acting on the basis of the authority provided for by federal law, an act of a specially authorized state body or an act of a local government body.”
Explanations from the Federal Tax Service on withdrawal from a non-profit organization
NPOs are societies whose activities cover different spheres of human activity. The Tax Service has the right in some cases to appeal the founder’s withdrawal from the NPO in court.
If an NPO continues to exist, then its sole founder cannot just leave. He must transfer affairs and appoint another person to whom all his powers and duties are transferred. The withdrawal of the sole or last founder from a non-profit organization is not permitted.
Previously, founders did not have the right to leave NPOs, but changes to Federal Law No. 7 dated January 31, 2016 gave them the opportunity to leave foundations, non-profit corporations and autonomous non-profit organizations.
The Federal Tax Service emphasizes that this rule does not apply to leaders of religious societies; their founders receive status for life.
How to leave the founders of ANO?
- The founder submits a resignation letter to the executive body of the Autonomous Non-Profit Organization (or sends it by a valuable letter, with a list of attachments, to the legal address of the Autonomous Non-Profit Organization).
- Certifies form P13014 and a notarized power of attorney from a notary (if the documents will be submitted by his representative)
- Signs the cover letter in duplicate
- This entire package of documents is submitted to the Federal Tax Service
- Takes the Sheet for recording changes in the Unified State Register of Legal Entities
In this case, no state duty is paid.
Step-by-step instructions for leaving the founders of a non-profit organization
Withdrawal from the NPO is based on an application submitted on a voluntary basis. Documents are accepted at the territorial office of the Federal Tax Service. There is no charge for the procedure.
You will need a small package of documents, only a correctly completed form P13014 with a signature certified by a notary. You can submit an application in person, through the Russian Post, electronically, or through an official proxy who has a power of attorney certified by a notary. Regardless of the method of submitting documents, you do not need to pay a state fee.
It is important to know that an application to withdraw from the founders of a non-profit organization must be submitted only if the Unified State Register of Legal Entities contains information about the members of the non-profit organization. If there is no such information in the register of legal entities, then it is enough to hold a general meeting under the minutes or make a note in the internal register of the company’s composition. The final form of withdrawal from the NPO depends on the regulations prescribed in the Charter.
Withdrawal from the founders of the organization
Exit from an NPO is carried out in accordance with this scheme:
- Filling out an application on form P14001.
- Submitting a completed application to the Federal Tax Service.
- On the day of submitting the application to the Office, you must send a notice of exit to the NPO itself. This document is drawn up in free form.
That is, to leave the organization you need to draw up two documents: an application and a notice. Let's consider the main features of exiting an NPO:
- The application must be submitted not to the Department of the Ministry of Justice, but to the tax structure. The corresponding rule is stipulated in Part 2.2 of Article 17 of Federal Law No. 129 “On State Registration of Legal Entities”. There are clarifications on the issue in Letter of the Ministry of Justice No. 11/32870 dated March 24, 2016.
- Exit is made on a voluntary basis. There is no need to obtain consent from other founders.
- The rights and obligations of a person are abolished from the moment information about withdrawal is entered into the Unified State Register of Legal Entities.
The procedure for a founder to leave the organization is quite simple. It does not involve drawing up a lot of documents.
Joining the NPO founders
In order to join the founders and participants, you need to follow this scheme:
- A protocol is drawn up confirming the consent of the participants to the emergence of a new founder.
- The executive body of the NPO fills out an application in accordance with form P14001.
- The application and protocol are sent to the Department of the Ministry of Justice.
Joining an NPO does not require paying a fee. Let's consider the main features of this procedure:
- If the NPO includes only founders, the protocol of consent can be replaced by a decision of the highest management body of the organization.
- Joining an NPO is regulated by Part 4 of Article 15 of Federal Law No. 7 of January 12, 1996. However, this law does not clearly indicate that the consent of all participants is required for entry. The explanation is given only in paragraph 2, paragraph 6 of Article 123.24 of the Civil Code of the Russian Federation. If it is an autonomous NPO, the unanimous approval of all founders is required. Regarding other organizations, the procedure for drawing up a protocol of consent should be specified in the charter.
- All papers accompanying joining an NPO must be sent to the territorial department of the Ministry of Justice. The corresponding instruction is given in Order of the Ministry of Justice No. 455 of December 30, 2011.
If the organization has one founder, he must transfer his powers to another participant.
Content:
- Procedure for liquidation of NPOs: general rules
- Professional assistance with liquidation of NPOs
Non-profit organizations (hereinafter referred to as NPOs) have a special legal status, which determines the nuances of the procedure for the creation and liquidation of these legal entities.
- Just like commercial organizations, NPOs cease to exist from the moment the legal entity is excluded from the state register (USRLE), but two registrars are involved in the process: the Ministry of Justice and the Federal Tax Service.
- This type of NPO, such as a foundation, can generally be closed only and exclusively by court decision.
- The property that remains after the liquidation of the NPO and payments to creditors is not distributed among the founders, but is used in accordance with the statutory purposes.
Thus, in order to competently “wind down” the activities of a non-profit organization, you will have to perform a certain sequence of actions strictly in accordance with the established procedure.
on the liquidation of NPOs
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When is it necessary to create an autonomous non-profit organization?
The need to create such a non-profit structure arises when services are provided in medical, scientific, educational, cultural and other fields of activity.
Both individuals and legal entities can establish an independent non-profit organization (clause 1 of article 10 of the Law of January 12, 1996 No. 7-FZ “On NPOs”). ANO is not prohibited from having only one founder (Clause 1, Article 123.24 of the Civil Code of the Russian Federation).
Like other non-profit organizations, an autonomous non-profit organization can engage in entrepreneurial activities in order to achieve its statutory goals.
If desired, the founders of the ANO can transform it into a fund (clause 7 of Article 123.24 of the Civil Code of the Russian Federation).
As a rule, medical, educational, language, sports, and cultural centers are created in the form of ANO. For example, ANO "Medical Center 21st Century", ANO preschool education "English in Motion", ANO "Bureau of Forensic Expertise".
