Business, Entrepreneurship
The production cooperative is ... FZ about production cooperatives. Legal entity - cooperative
Business is a means not only of personal enrichment, but also a way to largely support the financial area or other entity in which a segment of small or medium-sized business is significantly developed. Knowing this, most of the self-government bodies actively support (at times not even on paper) the beginnings of citizens.
One of these forms of business is the production cooperative. This voluntary (!) Association of any citizens on a membership basis for the purpose of carrying out productive activities. As a rule, members of the cooperative are personally involved in the production process or support it technically or materially. Each cooperative is a legal entity. In any case, each of the participants has a personal share contribution. He returns if the employee leaves the company.
Any production cooperative is an enterprise founded for the purpose of making a profit. If this is provided for in the constituent documents, other legal entities may participate in its activities. That's what a cooperative is.
the federal law
All activities of such enterprises are regulated by the Federal Law, which was adopted on April 10, 1996. In addition, in addition to it, the Federal Law "On Production Cooperatives" of May 8, 1996 was adopted. Their general provisions address the following issues:
- Definition of a production cooperative.
- Basic rights and duties of its members.
- The order of organization and liquidation of the enterprise.
- Other issues that we will consider in this article (they are also set forth in the Federal Law "On Production Cooperatives", but in a more concise form).
Legislation immediately stipulates that the articles of association must not contradict the Constitution, as well as other laws of the Russian Federation.
What is the number of members of the cooperative?
Under the terms of domestic legislation, members of a production association can not include less than five people. It is established that they can be both citizens of our state, and subjects of foreign powers. This small (medium) business does not differ from other organizations that operate on the territory of our country.
In addition, the participation of stateless persons is permitted . As we have already said, another juridical person can take part in the activity of the organization. The company can do this through its representative on the grounds approved by the constituent documents.
Who can be a member of the cooperative?
Size of mutual fund
Legislatively, its size has not been established. There may be a doubt about the ability of the cooperative to respond to its obligations, but in this case the law states that all participants in this type of enterprise also bear personal (subsidiary) liability for all arising debts.
What is it created for?
As we have already said, the creation of a production cooperative pursues profit exclusively. At the same time, a newly established enterprise can engage in any activity that is not banned on the territory of our country. Note that for the production of certain groups of goods, you must additionally receive special licenses.
Governing body
The meeting of members of the cooperative is the main organ of his management. If the number of members exceeds fifty, it may be decided to set up an ad hoc monitoring committee. If we talk about the executive bodies, then their role is again played by his board (or / and the chairman of the cooperative).
Important! Members of the board (and the chairman) can only be persons personally participating in the activities of the organization that are its members. It should be noted that it is impossible to be simultaneously a member of the supervisory board and government.
In what cases is the general meeting held?
Legislatively established that the general meeting of all members of the cooperative can be convened in any case, which in one way or another relates to the activities of the enterprise. Although there are exceptional situations in which the convening of such a meeting is strictly mandatory:
- If the charter is approved or if there is a need to make any changes to it.
- Determination of the direction of the organization.
- In the event that the adoption or exclusion from the membership of the cooperative is carried out.
- In addition, the meeting is necessary for making decisions on the establishment of the size of the unit fund, as well as for some changes related to the rational use of enterprise funds. In addition, support for entrepreneurship (obtaining investment) is also impossible without the approval of such measures by the members of the organization.
- Of course, without this event, it is impossible to create an oversight committee, as well as the termination or acceptance of some executive functions by other committee bodies. However, if the charter fixes the right of the supervisory meeting itself to resolve such issues, the meeting is not held.
- It is necessary if in the co-operative society an audit commission is formed or its activity ceases.
- When approving annual reports, audit or audit findings, and distributing profits received as a result of the cooperative's activities.
- The meeting is also held if the organization itself is subject to liquidation.
- In addition, it is necessary in case of creation or liquidation of branches of the enterprise.
- Finally, the members of the co-operative are gathered, if a decision is made to join any other unions and associations.
Thus, the production cooperative is a full-fledged enterprise that has its own controlling and executing bodies.
Other information about the meeting
If such is provided by the charter, the meeting of members may take other decisions. In the event that this right is assigned to this body, at the meeting, more than 50% of all participants in the enterprise who personally participate in its activity should simultaneously attend. The decision is made by a simple vote, based on the result of the vote count. However, some other methods can be introduced, but all of them should be clearly reflected in the company's charter. Regardless of the size of its share, each member of the cooperative has the right to one vote.
If it is a question of making changes in the organization's charter or of its reorganization (the exception is only the case of transformation into an economic partnership or a company) and liquidation, the decision can be made only if at least ¾ of the number of members voted for it Cooperative. In an economic partnership or a company, an enterprise can be reorganized only if the decision is taken unanimously.
In the event that it is required to accept or exclude a citizen from the organization, a decision on this can be taken at a minimum of 2/3 of the votes. All issues, the resolution of which is exclusively within the competence of the meeting, can not be transferred to the jurisdiction of other executive committees formed within the enterprise.
On the Supervisory Committee
As already noted, with the increase in the size of the co-operative, more than fifty members can be created by an assembly committee, whose functions should also be immediately fixed in the charter. We have already said that only a member of an organization can be a member of such a committee. The number of employees of the committee, as well as the duration of their authority, are determined by the results of the meeting.
The elected supervisory council has the right to choose its own chairman independently. Meetings of the committee are carried out if necessary, but at least once every six months. Despite their authority, the members of the supervisory board have no right to carry out any meaningful actions on behalf of the whole cooperative. Conversely, issues resolved solely by the supervisory body can not be resolved by a meeting of members of the cooperative.
Other executive bodies of the enterprise
The chairman is chairman. It is chosen by all members of the cooperative at the general meeting, and only these persons can be candidates. If the enterprise has already managed to set up an oversight committee, then the nominees of the chairman of the board are nominated by him. In any case, his powers must be strictly prescribed in the statute.
So, immediately it is necessary to establish the period during which the chairman has the right to work, to clearly describe the breadth of his powers, especially in the field of the right to dispose of the organization's property. In addition, in the main document on the mandatory terms the following information is entered: the amount of wages, the consequences of causing harm and losses to the enterprise.
If there is already a board in the co-operative society, the charter should also contain a list of issues that the chairman has the right to decide in an individual order.
As a rule, the powers given to him are enough to work on behalf of a cooperative without providing him with a separate power of attorney. He can represent the cooperative in all organs of the municipality and state power, and also dispose of (in clearly delineated boundaries) the property of the organization. Only he has the right to conclude contracts and sign power of attorney (especially those who are subject to the right of substitution), open and close settlement accounts, accept and dismiss new employees (if this item is in the statute). In any case, the chairman is completely under the control of the general meeting of the members of the organization.
On the Audit Commission
In the event that there is a need to control the financial work of the enterprise, its general meeting may choose a special commission. If the number of members of the enterprise is less than twenty, one auditor may be appointed for this post. In no event shall a member of the Audit Commission be an employee of another executive body of the cooperative.
The commission establishes the obligation to fully verify the financial condition of the enterprise for the reporting period that has elapsed. In addition, it can audit the financial part on a special request of the general meeting of members of the cooperative, the supervisory board, and simultaneously more than 10% of the workers' organization.
It is also possible to check on the personal initiative of the members of the commission. All its members have the right to demand from any manager of the enterprise the provision of all necessary financial and material reports and other documents.
The results of the inspections are provided for discussion by members of the general meeting, as well as by the supervisory commission. If the competence of the members of the inspection committee is not enough to clarify some complicated accounting issues, they have the right to involve external auditors (or audit companies), if they have a license to carry out activities of the established pattern.
Important! If 10% of the workers of the cooperative demanded the check, then the entire cost of hiring the auditors (if there is such a need) is paid for by them.
What is the responsibility of the production cooperative?
For all obligations that have arisen, the organization meets all of its available assets. The charter of the cooperative also provides for the size and conditions of subsidiary liability, which is imposed on all members of the organization, regardless of the size of their introductory share. For the obligations of individual employees, the enterprise does not respond in any way. The law "On production cooperatives" also speaks about this.
Only in the event that a member of a cooperative must pay debts whose value exceeds the aggregate price of all of its property, it is also possible to collect all of its shares. However, the indivisible fund and other financial assets of the company can not be affected in any case. Thus, the production cooperative is a classic enterprise with additional responsibility.
List of constituent documents
It will be short, since such a document is only the charter of the enterprise. It must include the full name of the organization, as well as information on its actual location. It is in the statute that you must have all the information about the amount of share contributions, as well as the conditions for their contribution. There also information about the responsibility of the members of the cooperative is violated in violation of the order of their introduction, as well as the conditions for personal labor participation in the activities of the enterprise. For some violations, fines or other measures may be applied, information about which is also recorded in the charter.
In addition, there should be information on the order of distribution of profits and losses, as well as the detailed written responsibility of the production cooperative and all its members. The functions and powers of all executive bodies are described in full and in great detail, including those cases where decisions can be taken by the chairman of the management board in an individual order.
If it is a question of termination of membership in the organization, the document also includes information on the procedure for payment of a share contribution, as well as the procedure for accepting new members and expelling employees from the enterprise. There, too, the process of leaving the members of the cooperative is described in detail, as well as all cases when an organization member can be excluded from it. Data are also entered on all available branches, as well as on the possible order of reorganization and complete liquidation. In the process of the organization's activities, the charter of the production cooperative may include other information necessary for its operation.
Conversion ...
As we have already mentioned repeatedly, according to the unanimous decision of the general meeting, the enterprise can be reorganized with the formation of a partnership or an economic company. The order of such transfer is fixed legislatively, it should be guided by all production and consumer cooperatives.
What rights are members of the cooperative?
If there are grounds for this, members of the company are free to make proposals to optimize the activities of the organization, as well as to report on the identified shortcomings in the work of managers. In addition, all members of the production cooperative are entitled to their share of the profits that were received as a result of the production activities of the enterprise.
Each member of the cooperative at any time can request all the necessary information from the officials of the organization, and at any time withdraw from its membership, after which he is obliged to pay an amount equivalent to the size of his share contribution. If the employee's rights have been violated, he has the right to apply to the judiciary, including to appeal decisions of members of the board that somehow infringe the interests of all members of the cooperative.
Of course, the statute (and the laws of the Russian Federation) fixes the right to receive wages, which is calculated from the amount of personal labor participation of an employee in the activities of the organization. In general, all this information contains the law "On Production Cooperatives", of which we spoke above.
Duties of members of the cooperative
The employee is obliged to make a share contribution, as well as participate in the activities of the organization, taking direct labor participation in it. In addition, he is obliged to obey the internal regulations in full and follow other rules that were adopted by the board of the cooperative. Also all participants of the production cooperative bear subsidiary responsibility, which should cover all arising debts of the firm.
On the distribution of profits
Distribution of the received profit is carried out proceeding both from personal labor participation of the worker, and from the sizes of its share contribution. If we are talking about the members of the cooperative, who do not accept personal labor participation in the work of the organization, the profit between them is distributed taking into account the size of the personal share contribution. In the event that the relevant decision of the general meeting is adopted, some of the funds received may be distributed among employees. The procedure for dividing the profits between them in this case should be strictly regulated by the company's charter.
In addition, between members of the cooperative are also allocated the money that remains after payment of all taxes and other mandatory payments. Note that the amount of funds that are divided between members of the organization should not exceed 50% of the total profit, since all the rest should be directed to the development of production and ensuring the overall solvency of the enterprise.
As a conclusion ...
Currently, this form of doing business in our country is the least common. The thing is that in this case it is required to find a large number of qualified workers who will provide personal labor contribution to the development of the company. In addition, subsidized responsibility, which will have to be responsible for mistakes or a conscious crime of management, does not inspire potential investors and staff optimism.
In a word, the development of entrepreneurship in our country depends little on cooperatives.
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