Subsidiary liability of the shareholders of a non-profit cooperative arises when it is impossible to make settlements with creditors. As a result, a bankruptcy decision is made. Liability arises only within the limits of the contributed part in the form of a share.
Subsidiary liability is the liability of the shareholders of a non-profit cooperative, arising in the event that the interests of third parties are not satisfied in a timely manner according to the rules prescribed in the agreement. The NPO does not set the goal of making a profit and distributing it among the participants.
Shareholders can be citizens who have reached the age of 16 or legal entities. In a non-profit cooperative, their number is at least 5 citizens or three legal entities. persons. Unlike LLC, such a system requires personal labor participation in the life of the cooperative. Members have one vote, regardless of the size of the share.
Features of subsidiary liability
The shareholder is obliged, jointly and severally with other participants, to bear responsibility within the limits of the additional contribution made. At the same time, the cooperative is responsible for its obligations with all property owned. If he does not have sufficient capacity to pay off debts, then the members are responsible for them with their property. The collection for the personal debts of a member of the cooperative cannot relate to the indivisible fund.
When do shareholders bear subsidiary liability?
This situation occurs when a company goes bankrupt, arising from:
- in case of inability to meet claims for payment of arrears;
- deprivation of the opportunity to make mandatory payments to the budget and extra-budgetary funds;
- failure to satisfy the receivables within three months.
The size of the latter should reach 100 thousand rubles. As additional grounds for the liquidation of a non-profit cooperative, multiple violations of the current legislation related to interaction with other financial structures are considered. Sometimes the reason is the order to prohibit the work of the cooperative by state inspection bodies.
The members of the cooperative are not liable in any situation, but only for covering losses. They must be formed when carrying out actions approved by the general meeting within the limits of the paid part of the additional fee. An important condition is the presence of a causal relationship between the participant's use of his rights and capabilities in relation to the controlled economic entity and the totality of legally significant activities. As a result of the latter, prerequisites for bankruptcy should appear.
Subsidiary liability in the framework of bankruptcy proceedings
If there is not enough money to settle the debts, the decision is made by the Arbitration Court on the basis of an application for declaring the debtor insolvent. Such a document is submitted at the location of the cooperative. It can be submitted by both the debtor and the creditors, the tax office.
Attached to the application:
- document on the presence of debts;
- confirmation of inability to close debts;
- constituent documents;
- balance sheet;
- a list of creditors with a description of all amounts owed.
Based on the results of the consideration of the case, the court issues a ruling on the commencement of the procedure, refusal of bankruptcy or on leaving the application without progress. The ruling can be made within five days.
Please note: the law does not specify the exact amount of the shareholders to cover the debts of the cooperative. At a meeting of such participants, the amount of debts to be covered is independently determined. The onset of subsidiary liability and performance conditions after bankruptcy occurs according to the rules prescribed in the statutory and constituent documents of the company. Shareholders often have different responsibilities, which depend on:
- the total amount of contributions;
- labor contribution;
- influence on management decisions.
Thus, subsidiary liability is incurred within the part that was paid in the form of a contribution. In this case, the board and members of the audit commission can be brought to administrative responsibility if the court revealed actions that led to bankruptcy.
