Business - is a means not only to enrich themselves, but the way to a large extent the financial support that area, or other entity in which significantly developed the segment of small and medium-sized businesses.Knowing this, the majority of local government is actively supporting (sometimes not even on paper) undertakings citizens.
One such form of business is a cooperative production.This voluntary (!) The union of any citizens on the basis of membership for the purpose of industrial activity.As a rule, members of the cooperative are personally involved in the production process, or support it in the technical or material terms.Each co-op - a legal entity.In any event, each participant has a personal shares.He returns, if the employee withdraws from the company.
Any cooperative production - a company founded with the purpose of making a profit.If this is provided by the constituent documents of his activities may be involved other legal entities.That's what the cooperative.
All the activities of such companies is regulated by the Federal Law, which was adopted by 10 April 1996.Furthermore, in addition to it has been adopted by the Federal Law "On production cooperatives" on May 8, 1996.Their common position covers the following topics:
- Determination of the production cooperative.
- Basic rights and obligations of its members.
- procedure for the organization and liquidation of the enterprise.
- Other issues to be considered by us in this article (they are also set forth in the Federal Law "On production cooperatives", but in a more compressed form).
legislatively directly stipulates that the statute of the enterprise should not contradict the Constitution and other laws of the Russian Federation.
Is the number of members of the cooperative?
Under domestic legislation of the member associations of the production can not go less than five people.It has been established that they can be as citizens of our state and citizens of foreign states.This is the small (low) business is no different from other organizations that are operating on the territory of our country.
In addition, permitted the participation of persons without citizenship.As we already said in the organization can participate other legal entity.The company may do so through a representative on the grounds approved by the constituent documents.
Who can be a member of the cooperative?
The list of participants can enter any person who has attained the age of 16, designating share contribution to the general fund of the cooperative.Important!Tolerance of individuals who have made share contribution involved in direct management of the enterprise, but do not take any personal labor participation in its activities.The number of such people may have no more than 25% of those members who are themselves cooperative service production.This ensures a fair distribution of the profits received from the sale of products.
Dimensions mutual fund
The legislation does not set its size.There may be doubts about the ability of the cooperative to meet its obligations, but in this case the law states that all the participants of this type of enterprises also have private (subsidiary) responsibility for all debt liabilities.
As we have already said, the creation of co-operative production is exclusively for profit.In this newly created entity may engage in any activity that is not prohibited in our country.Note that for the production of certain product groups must also obtain special licenses.
Board meeting of the members of the cooperative is the main body of his reign.If the number of members more than fifty people, it may be decided to set up a special steering committee.If we talk about the executive bodies, in their role once again in favor of his reign (and / or the chairman of the cooperative).
Important!The members of the board (and chairman) can only be the person personally involved in the activities of organizations that are its members.Note that at the same time be a participant in the supervisory board and the board is not possible.
In some cases, a general meeting?
legislated that a general meeting of all members of the cooperative may be called in any case, that somehow regard to the activities of the enterprise.Although there are exceptional situations in which the convening of the meeting of this kind is strictly necessary:
- In the case of approval of the statute, or, if necessary, make any changes to it.
- Determining the direction of the organization.
- In cases where a decision or expulsion from membership in the cooperative.
- In addition, the collection is necessary for the decision on the establishment of the size of the mutual fund, as well as any changes relating to the rational use of funds of the enterprise.In addition, support for entrepreneurship (getting investment) is also possible without the approval of the members of the organization of such measures.
- Of course, this event is impossible without the creation of the Supervisory Committee, as well as termination or acceptance of any executive function of other organs of the committee.However, if the charter provides for the right of the supervisory meeting to decide such issues, the meeting is not held.
- It is necessary if the cooperative formed by the Audit Commission or ceases its activities.
- In approving annual reports, audit findings or audit, as well as the distribution of profits resulting from the activities of the cooperative.
- Also meeting is held, if the organization itself is subject to liquidation.
- In addition, it is necessary in the case of the establishment or liquidation of branches of the enterprise.
- Finally, members of the cooperative are going, if it is decided to join the some other unions and associations.
Thus, the cooperative production - is a complete enterprise, which has its own monitoring and executing agencies.
Other details about the meeting
If so stipulated by the Charter, meeting of members may be taken, and other solutions.In the case where such a right is reserved to that body, the meeting must be present at the same time more than 50% of all members of the enterprise who personally participate in its activities.The decision adopted by a simple vote, the results of the vote count.However, it may be introduced some other ways, but all of them should be clearly reflected in the charter of the enterprise.Regardless of the size of their share, each member of a cooperative is entitled to one vote.
When it comes to amending the charter of the organization or its reorganization (the only exception is the case of conversion into a business partnership or company) and to liquidate, then a decision can be taken only if voted for him for at least ¾ ofthe number of members of the cooperative.The economic partnership or company, the company can reorganize only if the decision was taken unanimously.
In that case, when you want to accept or exclude a citizen from the organization, the decision on this can be made a minimum of 2/3 of the votes.All the issues that are exclusively within the competence of the meeting can not be transferred to the other executive committees formed within the enterprise.
the Supervisory Committee
As noted above, increasing the size of the cooperative of more than fifty members of the decision of the meeting can be created steering committee, whose functions should also be immediately enshrined in the Charter.We have already said that a member of such a committee can only be a member of the organization.Number of employees committee, as well as the duration of their terms of office are determined by the results of the meeting.
elect the Supervisory Board shall have the right to choose its chairman.Assembly Committee carried out if necessary, but at least - every six months.Despite their powers, members of the Supervisory Board do not have the right to carry out any meaningful action on behalf of the cooperative.On the other hand, the questions to be solved solely by the supervisory authority can not be solved meeting of members of the cooperative.
Other executive bodies of the company
executive bodies are used to control all the functions of everyday business.So, if the co-op more than ten people to be elected members of the board.The term of office is immediately reflected in the Charter.It reviews all operational issues that arise in the cooperative in the period between general meetings of its members.His competence is the resolution of all problems that can not be mastered other executive bodies.
headed by the chairman of the board.Select all of its cooperative members at a general meeting, and the candidates can be only such persons.If the company has already managed to establish a steering committee, the chairman of the nominations put forward is it.In any case, its powers must be strictly spelled out in the charter.
So, once you need to set a time limit within which the chairman has the right to work, to paint a clear breadth of its powers, particularly in the area of the right to dispose of property of the organization.In addition, the main document for the mandatory conditions shall contain the following information: wages, the effects of harm and losses to the enterprise.
If the co-op board already exists, the statute must also have a list of questions that the chairman has the sole right to decide to order.
Usually authority granted to him is enough to work on behalf of the cooperative without giving him a separate power of attorney.It may be co-operative in all the organs of the municipality and the government, as well as to dispose of (in clearly defined borders) estate organization.Only he has the right to enter into contracts and to sign a power of attorney (especially those that are subject to the right of substitution), to open and close accounts, hire and dismiss new employees (if the item is in the statute).In any case, entirely controlled by the chairman of the general meeting of members.
on the Audit Commission
In the case where it is necessary to control the financial operation of the company, its general meeting can be selected by a special commission.If the number of members of the Company at least twenty, for this position may be assigned to one controller.In no case shall a member of the Audit Committee can not be an employee of another executive body of the cooperative.
For the Commission establishes the obligation of full audit of the financial condition of the company for the previous reporting period.In addition, it can produce a financial audit of the special instructions of the general meeting of cooperative members, the Supervisory Board and at the same time more than 10% of the workers organization.
allowed also check on the personal initiative of the committee members.All of its members have the right to request from any director of an enterprise providing all the necessary financial and material reports and other documents.
Audit results are provided in the discussion of the members of the General Meeting, as well as the supervisory commission.If the competence of the members of the audit committee is not enough to clarify some complex accounting issues, they may engage external auditors (or auditing companies), if such a license to operate a standard pattern.
Important!If the test required 10% of the employees of the cooperative, the entire cost of hiring auditors (if the need arises) paid by them.
What is the responsibility of the production cooperative?
If you have any liabilities of the organization meets all the available assets it has.The Charter also provides for co-operative size and the conditions of vicarious liability, which is imposed on all members of the organization, regardless of the size of the entrance unit.By the obligations of individual employees, the company is not responsible in any way.The same law says "On production cooperatives".
only if a member of the cooperative to pay the debts, the value of which exceeds the aggregate price of all of its assets, is also permitted the recovery of all of its share.However, indivisible fund and other financial assets of the company is not likely to be affected in any case.Thus, the production cooperative is a classic company with additional liability.
list of constituent documents
He will be short, as in this document is only the charter company.It is required to pay the full name of the organization, as well as information about its actual location.That in the Charter must be provided all the information on the amount of shares and the conditions of their application.There also blends information about the liability of the members of the cooperative in violation of the order of their submission, and the conditions of employment of personal involvement in the company.For some violations can be applied penalties or other measures, details of which are also recorded in the charter.
In addition, there should be information on the distribution of profits and losses, as well as painted in detail the responsibility of the production cooperative and all its members.Completely and very detailed description of the functions and powers of the executive bodies, including for those cases where decisions can be taken in the sole chairman of the order.
the case of termination of membership in the organization, the document also made information about how the payment of the contribution, as well as to be considered the procedure of new members and exclusion of workers from the enterprise.There's also signs in detail the process of withdrawal from the cooperative members, as well as all cases where the party organization may be excluded from it.Made and data on all existing branches, as well as possible the reorganization and complete elimination.In the process of the organization to the charter of the production cooperative may be made other information necessary for its operation.
On the transformation ...
As we have mentioned, by a unanimous decision of the general meeting, the company may be reorganized to form a partnership or business entity.The procedure for such a transfer is secured by law, they must be guided by all industrial and consumer cooperatives.
What are the rights of members of the cooperative?
First, each employee has the right to participate in the enterprise, as well as have one vote at the general meeting of the cooperative.Employees can also themselves be elected by all the executive authorities, as well as supervisory commission.
If there is reason, free to members of the company have the right to make proposals on optimization of the organization, as well as to declare the identified deficiencies in the work of managers.In addition, all members of the production cooperative shall be entitled to its share of the profits, which was obtained as a result of the production activity of the enterprise.
Each member of the cooperative may at any time request the necessary information from the officials of the organization, as well as at any time withdraw from the Group, after which he was required to pay an amount equivalent to the size of its share contribution.If the employee's rights have been violated, he is entitled to apply to the courts, including for appeals against decisions of the board members, who somehow infringe upon the interests of all members of the cooperative.
course, the statute (and the laws of the Russian Federation) provides for the right to receive wages, which is calculated from the amount of personal labor participation of employees in the organization.In general, all this information includes the Law "On production cooperatives", which we mentioned above.