How to create
an agricultural cooperative

How to create an agricultural production cooperative

The agricultural production cooperative (APC) is created to be jointly engaged in agriculture. In particular, in the production, processing and marketing of agricultural goods. In this activity, members of the cooperative must participate personally - the cooperative can not be fully based on wage labor (para. 1 art. 3 of the Law of December 8, 1995. No. 193-FL "On Agricultural Cooperation", hereinafter - Law on Agricultural Cooperation).

Only individuals can create a cooperative. Legal entities can not become members of a cooperative.

A cooperative must have at least five members. At the same time, number of employees in a cooperative should not exceed that of members, except for seasonal workers (para. 5, 6 art. 3 of the Law on Agricultural Cooperation).

Before creating an APC, you need to choose in what form it should be created. The law provides for several forms:

You can create a cooperative in five stages.

1. Form the organizing committee and prepare the documents.

2. Hold a meeting of members of the future cooperative.

3. Prepare a set of documents for registration.

4. Submit documents for registration.

5. Receive documents upon registration results.

The main norms and legal acts that regulate the activities of the APC:

Step 1. Form the organizing committee and prepare the documents

Initiators for the creation of a cooperative should form an organizing committee. It will prepare documents, collect application forms about joining the cooperative and organize the first meeting of the cooperative members (art. 8 of the Law on Agricultural Cooperation).

The law does not determine in which document it is necessary to consolidate the creation of the organizing committee. Therefore, the initiators of the creation can hold a meeting and formalize the decision with a protocol. In it you need to specify:

  • date, time and place of the meeting;
  • information about the participants in the meeting;
  • agenda: to approve the composition of the organizing committee;
  • results of voting on the agenda;
  • information on the persons who counted the votes;
  • information on the persons who voted against the decision and demanded to record this in the protocol.

The decision must be adopted by a majority of votes (para. 14 art. 181.2 of the Civil Code of the Russian Federation).

Then the organizing committee should:

1) prepare a feasibility study on the project of production and economic activities of the cooperative.

In this substantiation, you need to specify, in particular, the size of the cooperative's share fund (it can be any size) and from what sources the participants will form it. You can create a substantiation in a free form;

2) prepare a draft of the cooperative charter.

In the charter, you must specify some mandatory information. The list of such data includes paragraph 2 of Article 106.2 of the Civil Code of the Russian Federation, paragraph 1 of Article 11 of the Law on Agricultural Cooperation, paragraph 2 of Article 5 of the Law on the PC;

3) collect applications for cooperative membership.

In their applications, members of the future cooperative must indicate that they agree to participate in the activities of the cooperative and comply with its charter.

After the organizing committee prepares the documents, it is necessary to hold a general meeting of cooperative.

Organizational expenses can be included in membership fees. But at the general meeting it will be necessary to report on the expenses.

Such rules are defined in Article 8 of the Law on Agricultural Cooperation.

Step 2. Hold a general meeting of the cooperative members

The general meeting is convened by the organizing committee. The meeting of the cooperative members must take the following decisions:

1) to form the cooperative membership - to take decisions on admission to the membership of persons who have submitted applications;

2) to approve the charter of the cooperative;

3) to elect candidates to the management bodies of the cooperative;

4) to determine the member of the cooperative, who will pay the state fee for registration.

These decisions can be formalized with a protocol. In it you need to specify:

  • date, time and place of the meeting;
  • information about the participants in the meeting;
  • agenda (issues indicated above);
  • the results of voting on each item on the agenda;
  • information on the persons who counted the votes;
  • information on the persons who voted against the decision and demanded to record this in the protocol.

Decisions must be passed by a majority vote (para. 1, 4 art. 181.2 of the Civil Code of the Russian Federation).

Step 3. Prepare a set of documents for registration

Registration requires the following documents:

1) application for registration;

2) the cooperative charter;

3) the protocol of the general meeting of the cooperative members;

4) document on the state fee payment.

Note: Together with the required set of documents, it is necessary to attach documents on the cooperative address. 

1. Application for registration.

The application must be formalized according to established rules. All the founding members of the cooperative shall fill in the application, each founder having a separate application sheet.

The application form was approved by the Government of the Russian Federation - form No. R11001. When filling in, general and special rules should be observed. If you do not comply with at least one of the requirements, the inspector refuses to register. Incorrect filling is the most common reason for refusal.

On the first two pages of the application it is necessary to indicate information about the cooperative, and then - information about the founders (members of the cooperative), the head of the cooperative, types of activity.

Activities are codes of at least four digits, taken from the classifier OK 029-2014 (NACE Ed. 2). It is necessary to indicate one main type of activity, additional activities are not limited. If the founders are not sure whether the cooperative will conduct one or another type of activity, then the code for this type should be indicated in any case. If this is not done, then, when the cooperative starts to engage in such activities, it will be necessary to spend time on making changes in the Unified State Register of Legal Entities.

The sheets of the registration application must be stapled together.

The signature on the application under the general rule must be authenticated by the notary, but there are exceptions. E.g., if all the founders are present at the time of submission of documents, then it is not necessary to apply to a notary. Then you can sign the application in the inspector's office. If, however, some of the founders can not attend the submission, the signatures on the application must be authenticated in advance by the notary. In this case, all the founders will have to attend the notary. But documents can be submitted, in this case, by one of the founders, the courier or you can send them by mail (para. 1.2 art. 9 of the State Registration Act).

Beside this, you can submit the documents in electronic form. Then you do not need to apply to a notary, but you'll need an enhanced qualified electronic signature.

2. The charter of the cooperative.

The charter is the only constituent document of the cooperative (para. 1 art. 5 of the Law on the PC).

For registration, the charter must be submitted in two copies (art. 12 of the State Registration Act). One copy will remain with the tax authorities in the registration file, and on the second one the inspector will put a note of the tax inspection and issue it upon registration.

The charter must contain information provided for by law.

3. Protocol of the general meeting of the cooperative members.

The protocol must meet the requirements described in step 2.

4. Document on payment of the state fee.

For the registration of a legal entity, you will have to pay a state fee of 4000 rubles. (sub. 1 para. 1 art. 333.33 of the Tax Code of the Russian Federation). The payer can be a person who was identified by the founders in the protocol.

The payment document can be compiled on the website of the Federal Tax Service of Russia through the services of Payment of the state fee or Filling out a payment document for the transfer of taxes, fees and other payments to the budget system of the Russian Federation.

Note: Members of the cooperative are obliged to deposit at least 10 percent of the shared contribution by the time of registration.

Step 4. Submit registration documents

Submit a set of documents to the inspection at the address of the APC (para. 3 art. 8 of the State Registration Act). The address of the inspection, which accepts registration documents, can be found by using the service on the website of the Federal Tax Service of Russia. E.g., in Moscow it is MIFNS No. 46 for Moscow.

You can submit documents in one of the following ways.

1. Directly to the inspection

Documents can be submitted in person or through a representative on a notarial power of attorney. The representative must attach to the documents a power of attorney or its notarized copy.

Tip: The registration process can be simplified. First, fill out and send an application through a special service of the Federal Tax Service's website, an electronic signature is not necessary for this. Then, on the appointed day and time, go to the inspection to complete the registration procedure.

2. Through Multifunctional Center for Рrovision of State and Municipal Services

Documents to the MFC can be submitted in person or through a representative on a notarial power of attorney. The representative must attach to the documents a power of attorney or its notarized copy.

3. Through a notary

The notary can authenticate the documents with his/her electronic signature and send them to the inspection electronically. In addition, it is not necessary to go to the inspection (sub. 3 para. 1 art. 9 of the State Registration Act).

Since not every notary provides such a service, it is worth contacting him/her in advance.

4. By mail

Documents can be sent by letter with a declared value and a list of attachments. Taking into account the transfer of documents, the total period of registration will take about a month.

5. Via the Internet

Documents can be submitted using the service "Submission of electronic documents for state registration of legal entities and individual entrepreneurs" or through a unified portal of public services. To do this, you must have an electronic signature key.

The order of registration and submission of electronic documents is regulated by the order of the Federal Tax Service of Russia of August 12, 2011. No. YK-7-6 / 489 @.

6. Via DHL or Pony Express

Nowadays submitting documents in a special order via DHL Express or Pony Express is possible only in Moscow - in MIFNS No. 46. The peculiarity is that couriers of these companies can receive documents after registration, but this needs to be agreed in advance. These companies have an agreement with the inspection.

Such rules are established by paragraph 1 of Article 9 of the State Registration Act.

The inspection receives documents and issues a receipt about it. The way the inspector issues a receipt depends on the way the documents are submitted to the tax inspection.

1. Directly to the inspection or to the MFC.

The inspector or MFC employee immediately issues a receipt. Instead of the applicants there may be representatives with notarial powers of attorney.

2. By mail.

Inspection receives documents and sends a letter with a receipt within one working day.

3. Via the Internet.

Inspection receives the documents and sends a receipt to the e-mail, indicated by the applicant, within one working day.

Such rules are established by Para 3 of Article 9 of the State Registration Act.

4. Via DHL or PonyExpress.

If DHL or PonyExpress includes receiving a receipt, the courier of the company will receive it and deliver it to the applicant. Otherwise, the receipt will be sent by mail.

The day after the inspection receives the documents, it places information on the fact of filing out documents on the site of the Federal Tax Service of Russia (para. 4 para. 3 art. 9 of the State Registration Act). I order to make sure that the inspection received the documents, you can use the service "Information on legal entities and individual entrepreneurs, in relation to which documents for state registration are submitted".

Step 5. Receive the documents following the results of registration

The inspection receives the documents and takes one of the decisions - to register or to refuse - within three working days (para. 3 art. 22.1 of the State Registration Act).

If registration is successful, the inspection will issue a record sheet of the Unified State Register of Legal Entities, a copy of the charter with a registration mark, a certificate of tax registration (para. 3 art. 11 of the Law on State Registration, para. 15 of Administrative regulations approved by the order of the Ministry of Finance of September 30, 2016. No. 169n).

A certificate of registration and an extract from the Unified State Register of Legal Entities is not issued.

If the inspection refuses to register, it issues a decision on the refusal (para. 4 art. 23 of the State Registration Act).

The final document is a sheet of record or a decision to refuse issued by the inspection on the next day after registration or refusal (para. 3 art. 11 of the State Registration Act).

The inspection can issue final documents in different ways. It depends on how the applicants applied for registration.

1. Directly to the inspection or by mail

Applicants receive the entry forms of the Unified State Register of Legal Entities in the manner that they indicated in the application (para. 3 art. 11 of the State Registration Act). E.g., if the application has a mark "send by mail", the inspection will send the documents to the applicant's address on the next business day after registration.

If the application contains a mark "to issue to the applicant or a person acting on the basis of a power of attorney", documents must be sent to the inspection. This should be done by the applicants themselves or their representatives on a notarial power of attorney. It can be necessary to appear in the day and time that the inspector who received the documents specified in the receipt.

The inspection carries out the registration within three working days. This period starts from the day following the receipt of documents (para. 3 art. 22.1 of the State Registration Act). The final document is issued by the inspection on the fourth working day (para. 3 art. 11 of the State Registration Act).

E.g, if the inspection received documents on Monday, it takes a decision to register until Thursday inclusive, and issues final documents on Friday. So, it is necessary to come to the inspection on Friday (provided that from Monday to Friday there were working days).

If you do not indicate in the application how to receive the final document, the inspection will send the documents by mail. This is indicated in para 3 of Article 11 of the State Registration Act.

2. Through Multifunctional Center for Рrovision of State and Municipal Services

The final documents are also received by the applicants in the MFC (para. 3 art. 11 of the State Registration Act).

3. Through a notary

The final documents applicants receive from the same notary in electronic form or on paper, if he/she has certified their equivalence to electronic documents.

The applicants or their representatives can pick up the documents from the notary by a notary power of attorney or by proxy in a simple written form previously submitted to the notary by the applicants themselves.

Such rules are established by para. 3 of Article 11 of the State Registration Act, Article 86.3 of the Fundamentals of Notary Legislation of 11 February 1993. No. 4462-1.

4. Via the Internet

Applicants receive final documents by e-mail. If necessary, you can get them on paper (para. 3 art. 11 of the State Registration Act).

5. Via DHL or PonyExpress

If the DHL or PonyExpress service includes the receipt of documents upon registration, the courier of the company will receive the documents and deliver them to the applicants.

Otherwise, the documents are received by the applicants themselves in the way they indicated in the application.

 


 

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