7 founding documents of the production cooperative is. production cooperatives. General conditions for the formation of a production cooperative
A production cooperative (artel) is 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 association of property shares by its members (participants). The founding document of a cooperative may provide for the participation of legal entities in its activities. A cooperative is a legal entity - a commercial organization.
Number of participants
The number of members of the cooperative cannot be less than five people. Members (participants) of the cooperative may be citizens Russian Federation, foreign citizens, stateless persons. A legal entity participates in the activities of the cooperative through its representative in accordance with the charter of the cooperative.
Citizens of the Russian Federation who have reached the age of sixteen years and have made the share contribution established by the charter of the cooperative may be members of a cooperative. 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, may not exceed twenty-five percent of the number of members of the cooperative taking personal labor participation in its activities.
Unit trust
The minimum and maximum size of the share capital is not limited. This is due to the fact that in case of insufficient ownership of the cooperative, its members bear additional (subsidiary) responsibility.
Purposes of creation
A production cooperative is created for the purpose of making a profit and may engage in any activity not prohibited by law. At the same time, for certain types of activities, it is necessary to obtain a special permit (license).
Governing bodies
The supreme governing body of the cooperative is general meeting of its members. In a cooperative with more than fifty members, a supervisory board. The executive bodies of the cooperative include board and (or) chairman of the cooperative. Only members of the cooperative can be members of the supervisory board and members of the board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board (chairman) of the cooperative.
General meeting of members of the cooperative
The general meeting of members of the cooperative has the right to consider and decide on any issue of the formation and activities of the cooperative. The exclusive competence of the general meeting of members of the cooperative includes:
approval of the charter of the cooperative, making changes to it;
determination of the main activities of the cooperative;
admission to the membership of the cooperative and exclusion from the members of the cooperative;
establishing the size of the share contribution, the size and procedure for the formation of cooperative funds; determination of directions for their use;
the formation of a 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, if this right, according to the charter of the cooperative, has not been transferred to its supervisory board;
election audit commission(auditor) of the cooperative, termination of powers of its members;
approval of annual reports and balance sheets, conclusions of the audit commission (auditor) of the cooperative, auditor; distribution of profits and losses of the cooperative;
making decisions on the reorganization and liquidation of the cooperative;
creation and liquidation of branches and representative offices of the cooperative, approval of regulations on them;
resolving questions on the participation of the cooperative in business partnerships and companies, as well as on the entry of the cooperative into unions (associations).
The charter of the cooperative may include other issues of the cooperative's activities within the exclusive competence of the general meeting of members of the cooperative. The general meeting of members of the cooperative is authorized to make decisions if the meeting is attended by more than fifty percent the total number of members of the cooperative. The general meeting of members of the cooperative makes decisions by a simple majority of votes of the members of the cooperative present at this meeting, unless otherwise provided by this federal law or the charter of the cooperative. Every member cooperative, regardless of the size of its share, has when making decisions by the general meeting of members of the cooperative one vote.
Decisions on changing the charter of a cooperative, on reorganization (with the exception of transformation into a business partnership or company) and on the liquidation of a cooperative are taken by three-fourths of the votes members of the cooperative present at the general meeting. The decision to transform the cooperative into business partnership or the company is adopted by a unanimous decision of the members of the cooperative.
The decision to expel a member of the cooperative is taken by two-thirds of the votes of the members of the cooperative present at the general meeting. Issues related to the exclusive competence of the general meeting of members of the cooperative cannot be transferred to the decision of the supervisory board of the cooperative or the executive bodies of the cooperative.
1.Production cooperative is liable for its obligations with all its property. Members of a production cooperative shall bear subsidiary (additional) liability for the obligations of the cooperative with their property in an amount not less than their share contribution, unless a greater amount of liability is provided for by law or the charter of the cooperative. The production cooperative shall not be liable for the obligations of the members of the cooperative.
2. A production cooperative may insure its property and property rights by decision of the general meeting of members of the cooperative, unless otherwise established by law.
1.2. The cooperative is liable for its obligations with all its property. The procedure for covering the losses caused by the cooperative is determined by its charter.
Members of a cooperative are liable for the obligations of the cooperative within the limits of the share contributed by them, unless otherwise provided by the charter of the cooperative or the law.
The cooperative is not liable for the obligations of its members.
The property liability of a cooperative, which arises in relations between a production cooperative and its members, can be considered in the following aspects: 1) the liability of the cooperative for harm caused to its members; 2) liability of members for the obligations of the cooperative; 3) the responsibility of the participants to the cooperative.
For the liability of the cooperative, it is necessary that the damage was caused by a member of the cooperative during the implementation of entrepreneurial, production and other activities of the cooperative on behalf of the cooperative. The property status of the person who caused the harm does not matter, because the cooperative is responsible.
The property liability of the cooperative to its participants occurs in such cases:
1) for harm caused to a member of a cooperative by injury, occupational disease or other damage to health associated with his personal participation in the work of the cooperative;
2) for harm caused to a member of the cooperative as a result of not receiving earnings, as well as in the event of illegal exclusion from the cooperative;
3) for damage caused by the cooperative to personal belongings and other property of a member of the cooperative.
The production cooperative is liable to the full extent of the harm caused, as well as to the extent of the lost benefit. The liability of the cooperative occurs in the event of harm to its members during the performance of their job duties, as well as during arrival to the place of work or from work to vehicle provided by the cooperative. It should be noted that the cooperative in such cases has the right of recourse to the person who directly caused the harm in the amount of compensation paid. Damage caused to the participants of the cooperative at any other time shall be compensated directly to those who caused the damage.
Created by voluntary association of citizens on the basis of membership for joint production and other economic activity based on their personal labor and other participation and the association of its members (participants) of property share contributions. The charter of a production cooperative may also provide for the participation of legal entities in its activities.
The procedure for the creation and further activities 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 legal entities and individual entrepreneurs» .
Members of a cooperative bear subsidiary responsibility for its obligations in the manner prescribed by its Charter. The total number of members of a production cooperative cannot be less than 5. Citizens of the Russian Federation, foreign citizens, stateless persons may be members of the cooperative. 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 a production cooperative are liable for the debts of the enterprise with their personal property.
The only founding 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 pay at least 10% of their share contributions before state registration of the cooperative, and the rest - within one year from the date of registration. Contributions to the mutual fund can be made as in cash and other property. Evaluation of a non-monetary share contribution exceeding 25,000 rubles must be made by an independent appraiser.
A member of a 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 permanent executive bodies cooperative - the board and / or chairman of the cooperative. The executive bodies manage the activities of the cooperative between meetings, resolving issues that are not within the exclusive competence of the general meeting.
Production cooperatives are registered by the tax authorities. The tax authorities must 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 the participants - legal entities and copies of their constituent documents, the name of the cooperative being created, the main types of activities, information on the size, structure and procedure for paying the share fund, the selected taxation system (general, simplified), the exact address of the location of the cooperative.
The address of the location may be a rented or own non-residential premises or the place of residence of the head.
Depending on the nature of the activity, there are:
- Production cooperative;
- Production agricultural cooperative.
(artel) - a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor and other participation and the association of its members (participants) of property shares.
law and founding documents cooperative may be provided for participation in its activities. The main activities are production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services. Legal entities, being members of a production cooperative, may participate in its activities through the performance of any works or services.
Members of a cooperative bear subsidiary liability for its obligations in the amount and in the manner prescribed by laws on production cooperatives. The company name of a cooperative must contain its name and the words "production cooperative" or "artel". Legal status production cooperatives, the rights and obligations of their members are regulated by Art. 107-112 of the Civil Code of the Russian Federation and the Federal Law of May 8, 1996 No. 41-FZ “On Production Cooperatives”. The specifics of the creation and operation of agricultural cooperatives (production, processing, servicing agricultural producers) are established by the Law on Agricultural Cooperation.
The founding document of a production cooperative is the charter, approved general meeting its members.
In a production cooperative is not created authorized capital and the property owned by it is divided into shares of its members. The charter may establish that a certain part of the property owned is indivisible funds used for the purposes determined by the charter of the cooperative. A member of the cooperative is obliged to pay at least 10% of the share contribution by the time of registration of the cooperative, and the rest - within a year from the date of registration. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless otherwise provided by law and the charter of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors is distributed in the same manner (Article 109 of the Civil Code of the Russian Federation).
A member of a cooperative has the right to withdraw from the cooperative at his own discretion., and he must be paid the value of the share or given property corresponding to his share. A member of a cooperative may be expelled from the cooperative by decision of the general meeting in case of non-performance or improper performance of the duties assigned to him by the charter, as well as in other cases provided for by law and the charter of the cooperative.
If it is necessary to foreclose on the share of a member of the cooperative for his personal debts and if his property is insufficient, it is allowed to foreclose on his share in the manner prescribed by law and the charter (Article 111 of the Civil Code of the Russian Federation).
The supreme governing body of the cooperative- the general meeting of its members. In a cooperative with more than fifty members, a supervisory board which exercises control over the activities of the executive bodies of the cooperative. The last are the board and (or) the chairman of the cooperative. The executive bodies carry out the current management of the activities of the cooperative. Only members of the cooperative can be members of the supervisory board and board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot be both a member of the supervisory board and a member of the board or chairman of the cooperative. A member of the supervisory board or executive body may be expelled from the cooperative by decision of the general meeting in connection with his membership in a similar cooperative. The exclusive competence of the general meeting of members of the cooperative includes: changing the charter of the cooperative; the formation of a 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; admission and exclusion of members of the cooperative, approval of annual reports and balance sheets of the cooperative and distribution of its profits and losses; decision on reorganization and liquidation of the cooperative.
A production cooperative, by unanimous decision of its members, may be transformed into a business partnership or company.
Agricultural cooperation and its social efficiency
Cooperation
Throughout the existence cooperation the world has not appeared more efficient organizational form self-support and mutual assistance of agricultural producers, which makes it possible to combine the advantages of an individual farm with large-scale production, which has a technical and economic advantage, as well as competitiveness in the market.
Cooperative forms of activity are an integral part of the economic life of most countries. According to available estimates, the most developed agricultural cooperation.
Russia has its own experience in the development of agricultural cooperation. Starting later than other countries (at the turn of the 19th-20th centuries), cooperation developed so rapidly that by the beginning of the First World War, Russia was considered one of the leading countries in the development of agricultural cooperation.
After the October Revolution, cooperation was banned, but in 1921 it was again allowed and during the period a it received a second rapid development. In 1926-1927, a system of management of agricultural cooperatives was formed at all levels.
Then a course was taken for complete collectivization Agriculture, for more than 70 years it was doomed to an inefficient existence under the complete dominance of state forms of ownership and the administrative-command system of production management. Thus, twice in its history, Russian cooperation was the best in the world. It is characteristic to note that these short periods of development of agricultural cooperation fell on periods of intensive revival of market relations in the country.
Production cooperatives remain the most numerous organizational and legal form of agricultural producers. In part 1 of Art. 107 of the Civil Code of the Russian Federation, a production cooperative is defined as “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 association of property share contributions by its members (participants).
Distinctive features of the production cooperative
The choice of this organizational and legal form by agricultural enterprises is explained by the search for more efficient business models, which makes it necessary to study the conditions for their effective operation and develop management methods in order to identify the positive and negative aspects of the activity of this form of production organization.
Compared with other forms of management, an agricultural production cooperative has its own distinctive features.
In a production cooperative that most fully meets the specifics of agricultural production, full combination in one person of the employee and the owner, since one of the main conditions for membership in a cooperative is labor participation of its main members in production activities.
Each worker independently decides on joining a production cooperative. The decision to accept a new member of the cooperative is taken by the general meeting. Each member of the cooperative contributes a mandatory share, the amount of which must be specified in the charter. A compulsory share gives the right to a decisive vote at the meeting. Each member of the cooperative has one vote. Individuals and legal entities who contributed a share, but did not take part in the activities of the cooperative, receive the status of associate members and do not have the right to vote at the meeting.
In addition to cash contributions to the mandatory share account, property shares, land shares and other contributions for which monetary value is being applied. The production cooperative forms indivisible (reserve) fund in the amount of 10% of the total share fund, which can be used by decision of the meeting in emergency cases. If the employee's property share exceeds the mandatory share, then its balance minus the latter is credited to additional share payment.
Membership production cooperative not limited, which makes it possible to organize a fairly large production, and this allows for the improvement of the organization and. However, due to the possibility of free exit from the cooperative of its members with their property, this form does not ensure the sustainability of large-scale production. When leaving the cooperative, members receive the value of their share contribution and a land plot on the terms determined by the charter and contract.
Cooperative formations in the agro-industrial complex make it possible to effectively organize, reduce, guarantee the sale of manufactured products, provide material protection commodity producers.
Functions and tasks of cooperation
The main task of the production cooperative- meeting the needs of its participants in the most effective way, in an economic way. Another possible criterion for the effectiveness of a production cooperative is social efficiency, i.e. the ability of cooperation to meet the pressing social needs of its members. Recognizing the importance of cooperative forms of management in solving the social problems of rural residents, in our opinion, we can single out row social functions cooperation providing:
- elimination of social isolation of participants;
- the operation of the principle "one for all and all for one" (solidarity, responsibility, self-help through mutual benefit);
- self-expression of the individual (formation of an active life position, value orientations, creativity, understanding one's activities);
- education and upbringing (creation of the spiritual well-being of the individual);
- openness of the community (open membership, the principle of political, religious neutrality);
- social protection (loans and benefits for social needs);
- increasing needs, Better conditions life and work;
- creation of new jobs;
- creation of social infrastructure.
The ability of cooperation to solve social problems, to form a high social activity of the villagers creates optimal prerequisites for increasing economic efficiency cooperative form of farming in the countryside.
The activities of cooperatives as economic entities are influenced by internal, external factors, whose lines of influence are often contradictory. Internal - this is the activity of the members of the cooperative, and external - the market competitive environment and institution of the state. These factors represent their own interests, the lack of coordination of which leads to a distortion of the cooperative form of management.
Components of the mechanism for the effectiveness of cooperation as a form of management
The organizational and economic construction of any form of cooperation should contain such structures that would create and ensure the functioning of the mechanism for coordinating these interests, thereby ensuring their effective operation. These include government institutions, the competitive environment, shareholder members and employees. The interaction of the mechanism and the effectiveness of cooperation as a form of management are reflected in Table 1.
Table 1
|
Cooperation Development Mechanism |
Cooperation functions |
Efficiency of cooperation |
Performance criteria |
|
Market and competition |
Economic and entrepreneurial activity |
Economic efficiency |
Income, savings, financial stability, stability, adaptation, flexibility, quality |
|
Shareholders |
social activities |
Social efficiency |
Attitude to work, motivation, employment, protection of interests, unity of purpose |
|
hired personnel |
Control |
Managerial efficiency |
Democracy of management: degree of influence in planning and setting goals, consistency of roles |
|
state institutions |
Carrying out activities in accordance with public policy |
National economic efficiency |
Environmental friendliness, consistency of all the benefits of the cooperative form of management and for society |
Loss ratio of agricultural cooperatives
One of the reasons for the unprofitability of agricultural production cooperatives is the difficulty in marketing agricultural products, high prices for technical means, fertilizers, fuels and lubricants, other resources. These difficulties, which are the main brake on the development of production, are equally experienced by all agricultural producers, regardless of the organizational and legal forms of enterprises, since intermediaries, marketing, processing, supply and other monopoly enterprises stand between them. The way out of this situation is the creation of cooperative enterprises and organizations, both for the processing and marketing of products, and for logistics and service. The practice of foreign countries convincingly testifies to the effectiveness of this path.
The problems of financing and crediting production are no less acute at the present time. In the sphere of credit services for agriculture, the commercial banks, establishing unbearable for commodity producers interest rates on loans issued.
The most rational way to solve these problems is continuation of the association of agricultural producers into specialized cooperatives: processing, storage, transportation; marketing of agricultural raw materials and products of their processing; logistics; credit and financial services; insurance service.
There should be only one criterion for evaluating this - growth in production, reduction in its cost and increase in profitability, and this is possible with the active and comprehensive support of the state to create start-up capital cooperatives.
A production cooperative (artel) is 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 association of property shares by its members (participants). The founding document of a cooperative may provide for the participation of legal entities in its activities. A cooperative is a legal entity a commercial organization.
Number of participants
The number of members of the cooperative cannot be less than five people. Members (participants) of the cooperative may be citizens of the Russian Federation, foreign citizens, stateless persons. A legal entity participates in the activities of the cooperative through its representative in accordance with the charter of the cooperative.Citizens of the Russian Federation who have reached the age of sixteen years and have made the share contribution established by the charter of the cooperative may be members of a cooperative. 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, may not exceed twenty-five percent of the number of members of the cooperative taking personal labor participation in its activities.
Unit trust
The minimum and maximum size of the share capital is not limited. This is due to the fact that in case of insufficient ownership of the cooperative, its members bear additional (subsidiary) responsibility.Purposes of creation
A production cooperative is created for the purpose of making a profit and may engage in any activity not prohibited by law. At the same time, for certain types of activities, it is necessary to obtain a special permit (license).Governing bodies
The supreme governing body of a cooperative is the general meeting of its members. In a cooperative with more than fifty members, a supervisory board may be established. The executive bodies of the cooperative include the board and (or) the chairman of the cooperative. Only members of the cooperative can be members of the supervisory board and members of the board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board (chairman) of the cooperative.General meeting of members of the cooperative
The general meeting of members of the cooperative has the right to consider and decide on any issue of the formation and activities of the cooperative. The exclusive competence of the general meeting of members of the cooperative includes:- approval of the charter of the cooperative, making changes to it;
- determination of the main activities of the cooperative;
- admission to the membership of the cooperative and exclusion from the members of the cooperative;
- establishing the size of the share contribution, the size and procedure for the formation of cooperative funds; determination of directions for their use;
- the formation of a 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, if this right, according to the charter of the cooperative, has not been transferred to its supervisory board;
- election of the audit commission (auditor) of the cooperative, termination of powers of its members;
- approval of annual reports and balance sheets, conclusions of the audit commission (auditor) of the cooperative, auditor; distribution of profits and losses of the cooperative;
- making decisions on the reorganization and liquidation of the cooperative;
- creation and liquidation of branches and representative offices of the cooperative, approval of regulations on them;
- resolving questions on the participation of the cooperative in business partnerships and companies, as well as on the entry of the cooperative into unions (associations).
Decisions on changing the charter of the cooperative, on reorganization (with the exception of transformation into a business partnership or company) and on the liquidation of the cooperative are taken by three-fourths of the votes of the members of the cooperative present at the general meeting. The decision to transform a 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 taken by two-thirds of the votes of the members of the cooperative present at the general meeting. Issues related to the exclusive competence of the general meeting of members of the cooperative cannot be transferred to the decision of the supervisory board of the cooperative or the executive bodies of the cooperative.
In a cooperative with more than fifty members, a supervisory board may be established, which exercises control over the activities of the executive bodies of the cooperative and resolves other issues referred by the charter of the cooperative to the competence of its supervisory board. The supervisory board of the cooperative is formed from the members of the cooperative. The number of members of the supervisory board of the cooperative and the term of their powers are determined by the general meeting of members of the cooperative.The supervisory board of the cooperative elects the chairman of the supervisory board from among its members. A member of the supervisory board cannot simultaneously be a member of the board of the cooperative or the chairman of the cooperative. Meetings of the supervisory board of the cooperative are convened as necessary, but at least once every six months. Members of the supervisory board of the cooperative are not entitled to act on behalf of the cooperative.
Issues related to the exclusive competence of the supervisory board of the cooperative cannot be transferred to the decision of the executive bodies of the cooperative.
Executive bodies of the cooperative
The executive bodies of the cooperative carry out the current management of the cooperative's activities. In a cooperative with more than ten members, a board is elected. The board of the cooperative is elected by the general meeting from among the members of the cooperative for a period stipulated by its charter. The board of the cooperative manages the activities of the cooperative in the period between the general meetings of the members of the cooperative. The competence of the board of the cooperative includes issues that are not referred to the exclusive competence of the general meeting of members of the cooperative and the supervisory board of the cooperative.The board of the cooperative is headed by the chairman of the cooperative. The chairman of the cooperative is elected by the general meeting from among the members of the cooperative. If a supervisory board has been established in a cooperative, the chairman of the cooperative is approved by the general meeting of the members of the cooperative upon the proposal of the supervisory board of the cooperative. The powers of the chairman of the cooperative are determined by the charter of the cooperative. The charter of the cooperative establishes the period for which the chairman of the cooperative is elected (approved), the right of the chairman of the cooperative to dispose of the property of the cooperative, the conditions for remuneration of the chairman of the cooperative, the liability of the chairman of the cooperative for losses caused, as well as the grounds for dismissing him from office. If a board is elected in a cooperative, the charter of the cooperative determines issues on which decisions are made solely by the chairman of the cooperative.
Within the powers granted by the charter of the cooperative, the chairman of the cooperative acts on behalf of the cooperative without a power of attorney, represents the cooperative in the bodies state power, local governments and organizations, manages the property of the cooperative, concludes contracts and issues powers of attorney, including those with the right of substitution, opens accounts of the cooperative in banks and other credit organizations, carries out the hiring and dismissal of employees, issues orders and instructions binding on members of the cooperative and employees of the cooperative. The executive bodies of the cooperative are accountable to the supervisory board of the cooperative and the general meeting of members of the cooperative.
Audit commission (auditor) of the cooperative
To control the financial and economic activities of the cooperative, the general meeting of members of the cooperative elects an audit commission consisting of at least three members of the cooperative or an auditor, if the number of members of the cooperative is less than twenty. Members of the audit commission (auditor) of the cooperative cannot be members of the supervisory board and executive bodies of the cooperative. The audit commission (auditor) of the cooperative carries out an audit financial condition of the cooperative based on the results of work for the financial year, conducts an audit of the financial and economic activities of the cooperative on behalf of the general meeting of members of the cooperative, the supervisory board of the cooperative or at the request of at least ten percent of the members of the cooperative, as well as on its own initiative. Members of the audit commission (auditor) of the cooperative have the right to demand from officials cooperative providing the necessary documents for verification.The audit commission (auditor) of the cooperative presents the results of its audit to the general meeting of members of the cooperative, the supervisory board of the cooperative. To check the financial and economic activities and confirm financial reporting the executive bodies of the cooperative may involve external auditors from among the persons entitled to carry out such activities. Checking the financial and economic activities of the cooperative by auditors is also carried out by decision of the supervisory board of the cooperative or at the request of at least ten 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 requested such an audit.
Responsibility of the production cooperative
The cooperative is liable for its obligations with all property belonging to it on the right of ownership. Subsidiary liability of members of the cooperative for the obligations of the cooperative is determined in the manner prescribed by the charter of the cooperative. The cooperative is not liable for the obligations of its members. Foreclosure on a share of a member of a cooperative for his personal debts is allowed only if there is a shortage of other property to cover such debts in the manner prescribed by the charter of the cooperative. Collection of personal debts of a cooperative member may not be directed to the indivisible fund of the cooperative.Constituent documents
The founding document of the cooperative is the charter, approved by the general meeting of members of the cooperative. The charter of the cooperative must determine the trade name of the cooperative, its location, and also contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of obligations to make these contributions; on the nature and procedure for labor and other participation of members of the cooperative in its activities and on their responsibility for violation of obligations for personal labor and other participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of members of the cooperative for its debts; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for paying the value of a share or issuing the property corresponding to it to a person who has terminated membership in the cooperative; on the procedure for the entry of new members into the cooperative; on the procedure for leaving the cooperative; on the grounds and procedure for exclusion from members of the cooperative; on the procedure for the formation of property of the cooperative; on the list of branches and representative offices of the cooperative; on the procedure for reorganization and liquidation of the cooperative. The charter of a cooperative may contain other information necessary for its activities.Transformation of the production cooperative
A cooperative, by unanimous decision of its members, may be transformed into a business partnership or company in the manner prescribed by law.Rights and obligations of participants
Members of a production cooperative have the right to:- participate in the production and other economic activities of the cooperative, as well as in the work of the general meeting of members of the cooperative with the right to one vote;
- elect and be elected to the supervisory board, executive and supervisory 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 profits of the cooperative to be distributed among its members, as well as other payments;
- request information from officials of the cooperative on any issues of its activities;
- withdraw from the cooperative at its own discretion and receive the payments provided for by this Federal Law and the charter of the cooperative;
- 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 the rights of a member of the cooperative.
Cooperative members are required to:
- make a 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 the charter of the cooperative;
- comply with the internal regulations established for members of the cooperative, taking personal labor participation in the activities of the cooperative;
- bear subsidiary liability for the debts of the cooperative provided for by this Federal Law and the charter of the cooperative.
The procedure for distributing profits in a production cooperative
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 among the members of the cooperative who do not take personal labor participation in the activities of the cooperative, in accordance with the size of their share contribution. By decision of the general meeting of members of the cooperative, part of the profit of the cooperative may be distributed among its employees. The procedure for distributing profits is provided for by the charter of the cooperative.The part of the profit of the cooperative that remains after the payment of taxes and other obligatory payments, as well as after the direction of profit for other purposes determined by the general meeting of the members of the cooperative, is subject to distribution among the members of the cooperative. The part of the profit of the cooperative, distributed among the members of the cooperative in proportion to the size of their share contributions, should not exceed fifty percent of the profit of the cooperative to be distributed among the members of the cooperative.
