Is it possible not to join the TSN. Membership in the Partnership (application form)

We are often asked the following question: “Is it necessary to collect membership applications when creating TSN / HOA?”

This question is not born out of idle curiosity of citizens. Even some government officials write that such statements need to be collected. For example, an employee of the State Housing Inspectorate (hereinafter referred to as the Housing Inspection) of the Moscow Region in a letter dated 04.24.2017 No. 08TG-27634 explicitly stated: “Despite the fact that it seems to be a formality in order to join TSN, the owner must submit an appropriate application. It seems that a statement should be submitted even to those owners who voted to create TSN. ” Is such an employee right and those who think the same way? We will talk about this in this article.

There are two points of view on this issue:

• Some say that you need to write statements to everyone who wants to become a member of TSN;
• Others say that it is enough to vote for the creation of TSN at its creation in order to become a member of this TSN.

The answer is born from an analysis of the norms of the LC RF. As established by Part 1 of Art. 136 LCD RF, owners of premises in one tenement house can create only one partnership of homeowners. The decision to create a partnership of homeowners is taken by the owners of the premises in the apartment building at their general meeting. Such a decision shall be deemed adopted if the owners of the premises in the respective apartment building have voted for it, possessing more than fifty percent votes of the total number of votes of owners of premises in such a house.

Moreover, according to Part 2 of Art. 141 LCD RF: “General meeting of owners of premises in an apartment building obliged to decide on liquidation partnership of homeowners in case if the members of the partnership do not have more than fifty percent of the vote of the total number of votes of owners of premises in an apartment building. ”

Suppose that voting for the creation of TSN does not mean joining its members. According to the law of the Federal Tax Service, when registering TSN does not require applications for joining the Partnership. In addition, these statements also do not appear in any of the normative acts as a mandatory annex to the protocol. At the same time, one cannot join TSN if it is not yet registered, and one cannot become a part of what is not yet. Then it turns out that TSN can be registered without members at all and is subject to immediate liquidation under Part 2 of Art. 141 LCD RF. This is absurd.

Suppose that owners who did not submit an application for joining the TSN being created are elected to the board members (there is no normative act that obliges them to write these statements when creating the Partnership). Then it turns out that owners who are not members of TSN are elected to the TSN governing bodies, which also contradicts the law and is absurd.

• How can a Resource Provider organization receive information about owners if the UK refuses to provide information?
• Who can sign the protocol instead of the chairman of the Criminal Code? Are the signatures of the other owners enough?
• Does a person have the right, after reaching 70 years, to receive a discount on utility bills for cap. repairs?
• Does the UK have the right to issue lump-sum one-time charges to apartment owners for the diagnosis of gas equipment?
• Is it possible to test a central heating system without a statement from the owners?

Question

Please tell me how TSN is created? Is it possible that a legal entity is forced to join TSN?

Answer

TSN is created at a meeting of owners who decide to create an organization, approve the charter and registration legal entity.

Membership in TSN is voluntary.

Additionally, see the material in the rationale.

Guest, get acquainted -!

The rationale for this position in the materials "System Lawyer", "System Management MKD."

On September 1, 2014, Federal Law No. 99 of 05/05/2014 came into force, which introduced significant amendments to Chapter 4 of the Civil Code of the Russian Federation. According to the current amendments to the Civil Code of the Russian Federation, from September 1, 2014, owners of premises in the Moscow Ring Road, by universal agreement, can unite in real estate partnership (TSN). The Homeowners Partnership (HOA), as before, cannot be registered. We will talk about the creation and design of TSN in this article.

Creating TSN

By unanimous decision of the general meeting, homeowners in an apartment building can elect TSN as a body of management. For this, it is necessary to correctly execute the decision adopted at the OSS. Particular attention in this matter is paid to the design of two documents: oSS protocol and the ballot.

According to the law, partnerships of real estate owners, of which the HOA is one of the forms, are recognized as a type of non-profit organization (Clause 4, Clause 3, Article 50 of the Civil Code of the Russian Federation). But now the Federal Tax Service of Russia is not registering the HOA as a house management body. You can only register TSN.

Registration of the OSS protocol

The creation of a partnership and the approval of its charter falls within the competence of the OSS (clauses 4, 5, part 2, article 44, part 2 of article 135, part 2 of article 134 of the LC RF). At the general meeting of owners on the creation of TSN, it is necessary to discuss and vote for:

• the choice of house control method (creating TSN);
• approval of the charter of TSN.

IN Guidelinesapproved in the Order of the Ministry of Construction No. 411 / pr of 07/31/2014, contains the procedure for conducting OSS. It says that the members counting commission must also sign a protocol. In the OSS protocol it is recommended to indicate the presence of a quorum and the total number of votes of the owners of the premises in the house.

Agenda Issues

As a rule, questions about choosing are included in the agenda of the OSS of the day:

• authorized for the state registration of TSN;
• tSN Board;
• the chairman of TSN (if his election is referred by the charter of TSN to the competence of the OSS - part 3 of article 147 of the LC RF);
• audit Commission.

At the discretion of the initiative group of owners, the above issues may be included in the OSS agenda. As stated in Clause 3, Part 2, Article 145 of the LC RF, the election of members of the Board of TSN (Part 2 of Article 147 of the LC RF) and the Audit Commission (Part 1 of Article 150 of the LC RF) refers to competencies of the general meeting members of the partnership. The chairman of the board acts on behalf of TSN without a power of attorney (part 2 of article 149 of the LC RF). Therefore, it is usually he who carries out the state registration of TSN (

Federal Law of 05.05.2014 N 99-ФЗ
"On Amendments to Chapter 4 of Part One of the Civil Code Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation "

don't chase profit making do not distribute

5. The charter of a nonprofit corporate organization may stipulate that decisions on the creation of other legal entities by the corporation, as well as decisions on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation are made by the collegial body of the corporation.

voluntary association in a buiding, including in an apartment building, or in several buildings in their common ownership or in common use

2. Partnership Charter owners of real estate should contain information about its name, including the words "partnership of real estate owners", location, subject and purpose of its activities, composition and competence of the partnership bodies and the procedure for making decisions, including on issues for which decisions are adopted unanimously or by qualified by a majority of votes, as well as other information provided by law.

3. A partnership of real estate owners is not liable for the obligations of its members. Members of a partnership of property owners are not liable for its obligations.

4. A partnership of real estate owners may be transformed into a consumer cooperative by the decision of its members.

2. belong to members the procedure for determining shares in the right of common ownership shall be established by law.

3.

1. To exclusive competence supreme body partnership of real estate owners along with the issues referred to in paragraph 2 of Article 65.3 of this Code, also applies .

2. In a partnership of property owners are created (chairman) and permanent

Section 3

before entry into force Chapter 4 upon the first change of constituent documents of such legal entities. does not require amendments to title documents and other documentscontaining its former name. Constituent documents of such legal entities up to the Civil Code of the Russian Federation (as amended by this Federal law)

More questions than answers!

Mironov IB, the head of the apparatus of the State Duma Committee on Civil, Criminal, Arbitration and Procedural Legislation answers the questions of the journal "Homeowners Association Chairman"

On October 2, 2014, the editors of the journal “The Chairperson of Homeowners Association” addressed questions to the Chairman of the State Duma Committee on Civil, Criminal, Arbitration and Procedural Laws P.V. Krasheninnikov. October 31 at 17:08 by email We received a letter in the mail: “According to your letter registered with the Committee under the number 613959-6 of 03.10.2014, we can offer the following. Answers to single issues”, interesting to readers of the magazine“ Homeowners' Chairperson ”, Ilya Borisovich Mironov, head of the Committee’s apparatus, can give. We were warned in a telephone conversation that Mironov’s answers could not be officially sent on the Committee’s form. Answers sent below.

We believe that on November 5 we will be able to meet with Mironov to clarify the answers received, because in a telephone conversation, Krasheninnikova’s assistant said they would order the pass, but because the working day ends, we will postpone the meeting for working days.

Question number 1

According to clause 9, part 1, article 4 of the RF Housing Code, housing legislation regulates relations regarding the creation and activities of housing and communal services, housing cooperatives, and the rights and obligations of their members. According to part 8 of the same article, in case of inconsistency of the housing legislation contained in federal laws and other regulatory legal acts of the Russian Federation, laws and other regulatory legal acts of constituent entities of the Russian Federation, regulatory legal acts of local self-government bodies, and provisions of the LC RF - the provisions of the RF LC apply.

Which of the codes of the Civil Code of the Russian Federation or the LCD of the Russian Federation has priority in relation to the name of the legal entity "Partnership of Property Owners"?

ANSWER:
ABOUT the organizational and legal form of legal entities is determined by the Civil Code of the Russian Federation, and in this part the priority has always remained and remains with the Civil Code of the Russian Federation. According to the transitional provisions of the Federal Law of 05.05.2014 N 99-ФЗ "On Amendments to Chapter 4 of the first part of the Civil Code of the Russian Federation and on the invalidation of certain provisions of legislative acts of the Russian Federation" (hereinafter - the Law of 05.05.2014 N 99-ФЗ ) until the legislative and other regulatory legal acts in force on the territory of the Russian Federation are brought into conformity with the provisions of the Civil Code of the Russian Federation (as amended by the aforementioned Federal Law), legislative and other regulatory legal acts of the Russian Federation, as well as legislative acts of the USSR, acting on the territory of the Russian Federation, within the limits and in the manner prescribed by the legislation of the Russian Federation, shall be applied insofar as they do not contradict the provisions of the Civil Code of the Russian Federation (as amended by the aforementioned Federal Law) (Clause 4, Article 3 of the Law). The Civil Code of the Russian Federation from September 1, 2014 fixes an exhaustive list of legal forms of legal entities.

Question number 2

The tax authorities refuse to register changes to the HOA Charter without submitting a simultaneous application for changing the legal form of the HOA to TSN. At the same time, contradictions in the RF LCD and the Civil Code of the Russian Federation do not allow developing a Charter for uniting property owners in apartment buildings. What is your way out of this situation? Is it possible to postpone the implementation of the law on amendments to the HOA Charter on the Partnership of Property Owners until the contradictions between the Civil Code of the Russian Federation and the LCD of the Russian Federation on this issue are removed, as well as until the time of the introduction of TSN in " All-Russian Classifier legal forms "?

ANSWER:

In accordance with the transitional provisions of the Federal Law dated 05.05.2014 N 99-ФЗ "On Amending Chapter 4 of Part One of the Civil Code of the Russian Federation and on the invalidation of certain provisions of legislative acts of the Russian Federation," special rules have been established to make the enforcement process less burdensome for law enforcement legal forms of legal entities in accordance with the new rules of the Civil Code of the Russian Federation.

From the date of entry into force of the Law of 05.05.2014 N 99-ФЗ (Art. 3), the rules of Chapter 4 of the Civil Code of the Russian Federation (as amended by the aforementioned Federal Law) are accordingly applied to legal entities created before the date of its entry into force:
…
3) to consumer societies, housing, housing construction and garage cooperatives, horticultural, vegetable garden and country consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives - on consumer cooperatives (Articles 123.2 and 123.3);
…
6) to partnerships of homeowners, horticultural, vegetable garden and country non-profit partnerships - about partnerships of property owners (Articles 123.12 - 123.14).

Thus, the rules on the relevant legal forms of legal entities should be automatically applied to such legal entities.

It will be necessary to bring constituent documents in accordance with the new rules of the Civil Code of the Russian Federation only if it is necessary to make any other changes to the constituent documents of legal entities.

The constituent documents, as well as the names of legal entities created before the day of entry into force of the Law of 05.05.2014 N 99-ФЗ, shall be brought into compliance with the provisions of Chapter 4 of the Civil Code of the Russian Federation (as amended by the aforementioned Federal Law) upon the first amendment of the constituent documents of such legal entities. A change in the name of a legal entity in connection with bringing it in accordance with the provisions of Chapter 4 of the Civil Code of the Russian Federation (as amended by the Federal Law) does not require amendments to legal documents and other documents containing its previous name. The constituent documents of such legal entities, until they are brought into conformity with, are valid in the part that does not contradict the specified standards.

When registering changes to the constituent documents of legal entities in connection with bringing these documents in accordance with the provisions of Chapter 4 of the Civil Code of the Russian Federation (as amended by the Federal Law) national tax not charged.

If there is a need to make other changes to the constituent documents (not related to the operation of the new norms of the Civil Code of the Russian Federation On legal entities) tax authorities must refuse to register such changes without bringing the charters into line with the new rules of the Civil Code of the Russian Federation.

Question number 3

In accordance with Clause 2, Article 123.13 of the Civil Code of the Russian Federation "The common property in an apartment building ... belongs to the members of the respective partnership of real estate owners on the basis of the right of common shared ownership, unless otherwise provided by law."
And in accordance with Art. 36 LC RF “Owners of premises in an apartment building belong to the right of common shared ownership common property in an apartment building ... "

Do the amendments to the Civil Code of the Russian Federation mean that in order to maintain their right to common property guaranteed in Article 36 of the RF Housing Code, all owners “automatically” should become members of TSN? (Clause 2 of Article 30 of the Constitution of the Russian Federation states: “No one may be forced to join any association or remain in it.” On this basis, with the “emergency” re-registration of HOAs in TSN, many of the existing HOAs in the Moscow Ring Road will be destroyed).
Or is there another way to preserve the right to dispose of the common property of MKD for the owner who did not want to join the TSN?

ANSWER:

According to the new rules of the Civil Code of the Russian Federation, introduced by law dated 05.05.2014 N 99-ФЗ, Art. 123.12-123.14 of the Civil Code of the Russian Federation regulate the status of such a legal entity as a partnership of real estate owners. At the same time, this is not the only form of apartment building management (for consumer societies, housing, housing and garage cooperatives, horticultural, vegetable garden and summer cottage cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives - about consumer cooperatives (articles 123.2 and 123.3), article 3 of this law). Art. 36 LCD RF sets rules regarding special facility civil rights - tenement house, therefore, there are no contradictions between these standards. These rules do not contain a contradiction to the provisions of the Constitution of the Russian Federation. The authors of the question are most likely confused, since the rules govern different situations: the status of a legal entity (a subject of civil relations) and the particular status of such an object of civil rights as an apartment building.

Question number 4

According to the requirements of the RF Housing Code, a meeting of owners is competent if at least 50% of the owners took part in it. According to the Housing Code of the Russian Federation, HOAs were created by at least 50% of owners in MKD. Amendments to the Civil Code of the Russian Federation generally do not regulate the number of participants (founders) of TSN when it is created in the MKD. Does this mean that owners with less than 50% of the vote can create their TSN (for example, in one train) and accept it on its general meeting decisions, including those relating to common property of MKD, payments, etc.,?

ANSWER:

According to the new rules of the Civil Code of the Russian Federation, introduced by the Law of 05.05.2014 N 99-ФЗ, an independent legal form is a partnership of property owners, which can be created in various fields and areas. Thus, the Civil Code of the Russian Federation establishes rules regarding the creation of such a legal entity, the procedure for its adoption of a decision, and participation in civil circulation. Features related to the implementation of activities in a particular area may be provided special legislation. Regarding the minimum number of participants in legal entities (if it is not established by the Civil Code of the Russian Federation), the norms of special legislation must apply.

In addition, a new chapter 9.1 has appeared in the Civil Code of the Russian Federation, which regulates the procedure for holding civil society meetings. The decision of the meeting, with which the law relates the civil law consequences, gives rise to the legal consequences to which the decision of the meeting is directed, for all persons who had the right to participate in this meeting (participants in a legal entity, co-owners, creditors in bankruptcy, and others - participants in the civil-law community ), as well as for other persons, if it is established by law or arises from the essence of the relationship.

According to Art. 181.2 of the Civil Code of the Russian Federation, a decision of the meeting is considered adopted if the majority of the participants in the meeting vote for it and at the same time at least fifty percent of the total number of participants in the corresponding civil law community participate in the meeting.

Thus, there are no contradictions between the GC and the LCD.

Question number 5

Housing authorities, by virtue of Article 20 of the LC RF, monitored the compliance of the HOA Charter with the requirements of the LC RF. Amendments to the Civil Code of the Russian Federation introduced a new concept - the Partnership of Real Estate Owners. The Law now classifies HOAs and SNT to such partnerships. But these two different associations have different legal basis. Even the rights and obligations of their members are very different.

So, for example, according to Art. 19 FZ-66 "On horticultural, vegetable garden and country non-profit associations citizens "member of the SNT" is obliged to participate in the events held by such an association, to participate in general meetingsx members of such an association. ” A LCD of the Russian Federation, these issues are not imposed on members of the HOA. For members of the HOA - this is a right, not an obligation.

In the future, Housing Inspectorates will check the Statutes of TSN. There is no approximate Charter for TSN and its approval is not expected in the near future.

What are the points from which law in mandatory should be included in the Charter of TSN created in the MKD so that the housing supervisory authority has no reason to maintain that the Charter of TSN does not meet the requirements of the law?

ANSWER:

According to the new rules of the Civil Code of the Russian Federation, introduced by the Law of 05.05.2014 N 99-ФЗ, the legal form is a partnership of property owners, which can be created in various fields and areas. Thus, the Civil Code of the Russian Federation establishes rules regarding the procedure for creating such a legal entity, the procedure for its adoption of a decision, and participation in civil circulation. Features associated with the implementation of activities in a particular area may be provided for by special legislation. Consequently, for organizations created in the field of "horticultural", the statutes must take into account the relevant norms of Civil Code and Federal Law-66 "On horticultural, vegetable garden and country non-profit associations of citizens", for organizations created for the purpose of managing an apartment building - the relevant norms of the Civil Code and LCD

Question number 6

Who should apply for TSN registration: all founders or ...?
Answer
Or..?

Question number 7

Unlike commercial corporate organizations, where the composition of the founders is stable, full name and number of founders in TSN created in residential buildings will be constantly changing. Will such changes require changes to the Unified State Register of Legal Entities?

ANSWER:
Everything is exactly the opposite. For example, in AO only in one day, thousands of sales transactions are completed. In MKD, the ownership structure is extremely stable compared to AOs. Fixation of owners is carried out in the Unified State Register when making transactions (sale, exchange, gift, inheritance, annuity ...)

Question number 8

What fate awaits the housing cooperatives that manage the MKD, in which there are no longer any member members (cooperators), but there are owners and tenants of housing?

ANSWER:
They should have ceased to exist for a long time (liquidated), since they achieved the goals of their creation and there are no mutual relations.

And from a colleague from Nizhny Novgorod M. Dobrunik - independent expert, N.Novgorod comments:

The indicated amendments enter into force on September 1, 2014. However, it is not necessary to re-register or change the name of companies by this time. Organizations will be able to bring their statutory documents in accordance with the Civil Code of the Russian Federation at any next change. Moreover, when registering changes to the constituent documents in connection with bringing these documents into compliance, the state duty will not be levied. This is provided for in article 3 of Law No. 99-FZ.

Constituent documents, as well as the names of legal entities created before the date of entry into force of this Federal Law, subject to compliancechapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) upon first change of constituent documentssuch legal entities.

Name change legal entity in connection with bringing it in accordance with the provisions of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) does not require amendments to title documents and other documents containing its previous name. The constituent documents of such legal entities before bringing them into line with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) act in part that does not contradict the specified standards.

8. From the date of entry into force of this federal law to created before his day entry into force of legal entities respectively norms apply Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law):

6) to homeowners associations, horticultural, vegetable garden and country non-profit partnerships - about real estate partnerships (Articles 123.12 - 123.14);

By virtue of paragraph 5 of Article 10 and paragraph 1 of Article 52 of the Civil Code constituent documents are legal basis of activity legal entity as the subject of rights and obligations, the integrity and reasonableness of the actions of which are supposed. Provisions of constituent documents required for a legal entity in relations with its founders (participants) and third parties.

The list of mandatory requirements for the content of the charter of a legal entity is contained in paragraph 2 of Article 52 of the Civil Code of the Russian Federation. It:

• name of the legal entity,
• his location ,
• activity management procedurelegal entity,
• other informationstipulated the law for legal entities of the appropriate type.

Federal Law of 05.05.2014 No. 99-ФЗ chapter 4 of the first part of the Civil Code of the Russian Federation was supplemented by paragraph § 6 "Non-profit corporate organizations",which the takes effect

1. General Provisions about nonprofit corporate organizations

Section 123.1. Fundamentals of Nonprofit Corporate Organizations

1. Non-profit corporate organizations are legal entities that don't chase profit making as the main goal of their activities and do not distribute profit between participants (clause 1 of article 50 and article 65.1), the founders (participants) of which acquire the right to participate (membership) in them and form their supreme body in accordance with clause 1 of article 65.3 of this Code.

2. Non-profit corporate organizations are created in the legal forms of consumer cooperatives, public organizations, associations (unions), real estate partnershipsCossack societies included in state Register Cossack societies in the Russian Federation, as well as indigenous communities small nations Russian Federation (paragraph 3 of Article 50).

3. Non-profit corporate organizations are created by the decision of the founders adopted at their general (constituent) meeting, conference, congress, etc. These bodies approve the charter of the relevant non-profit corporate organization and form its bodies.

4. A non-profit corporate organization is the owner of its property.

5. Charter of a nonprofit corporate organization it may be provided that decisions on the creation by the corporation of other legal entities, as well as decisions on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation are made by the collegial body of the corporation.

5. Real estate partnerships

Section 123.12. The main provisions on the partnership of real estate owners

1. A partnership of real estate owners is recognized voluntary association owners real estate (premises in a buiding, including in an apartment building, or in several buildings, residential houses, country houses, horticultural, vegetable garden or country land plots etc.) created by them for joint possession, use and, within the limits of the law, of disposing of property (things), by virtue of the law located in their common ownershipor in common use, as well as to achieve other goals stipulated by laws.

2. Partnership Charter property owners must contain

• information about its name , including the words "partnership of real estate owners",
• location
• subject and purpose of its activities,
• the composition and competence of the partnership bodies and the procedure for their decision-making , including on matters for which decisions are adopted unanimously or by a qualified majority of votes,
• and other information prescribed by law.

3. Partnership of property owners not responding on the obligations of its members. Members of a partnership of property owners are not liable for its obligations.

4. A partnership of real estate owners, by decision of its members, may be transformed into a consumer cooperative.

Section 123.13. Property of a partnership of real estate owners

1. A partnership of property owners is the owner of their property.

2. Common property in an apartment buildingas well as objects common use in horticultural, vegetable garden and country house unions belong to members relevant partnership of real estate owners on the basis of common ownershipunless otherwise provided by law. The composition of such property and procedure for determining shares in the right to common ownership of itare establishedby law.

3. Share in the right of common ownership to common property in the apartment building owner’s apartment building, a share in the common ownership right for common objects in the owner’s horticultural, vegetable garden or country house partnership the land - a member of such a non-profit partnership follow the fate of the ownership of the specified premises or land.

Section 123.14. Management features in a partnership of real estate owners

1. To the exclusive competence of the supreme body partnership of real estate owners along with the issues referred to in paragraph 2 of Article 65.3 of this Code, also applies decisions on establishing the amount of mandatory payments and contributions of partnership members .

2. In a partnership of real estate owners are created sole executive body (chairman) and permanent collegial executive body (board).

By decision of the supreme body of the partnership of real estate owners (clause 1 of Article 65.3), the powers of the permanent bodies of the partnership may be prematurely terminated in cases of gross violation by them of their duties, a failure to properly conduct business or other serious grounds.

7. Constituent documents, as well as the names of legal entities created before entry into force of this federal law, subject to alignment with the provisions of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) on first change constituent documentssuch legal entities.

Changing the name of a legal entity in connection with bringing it in accordance with the provisions of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) does not require amendments to title documents and other documentscontaining its former name.

Constituent documents of such legal entities until bringing them in line with the norms of chapter 4 Civil Code of the Russian Federation (as amended by this Federal Law) act in part that does not contradict the specified standards.

Article 65.1. Corporate and unitary legal entities

1. Legal entities whose founders (participants) have the right to participate (membership) in them and form their supreme organ in accordance with paragraph 1 of Article 65.3 of this Code, they are corporate legal entities (corporations). These include business partnerships and societies, peasant (farmer) households, business partnerships, production and consumer cooperatives, public organizations, associations (unions), partnership of property owners, Cossack societies entered in the state register of Cossack societies in the Russian Federation, as well as communities of indigenous peoples of the Russian Federation.

Legal entities whose founders do not become their members and do not acquire membership rights in them are unitary legal entities. These include state and municipal unitary enterprises, funds, institutions, autonomous nonprofit organizations, religious organizations, public law companies.

2. In connection with participation in a corporate organization, its participants acquire corporate (membership) rights and obligations in relation to the legal entity created by them, with the exception of cases provided for by this Code.

Article 65.2. Rights and obligations of corporation members

(introduced by the Federal Law of 05.05.2014 N 99-ФЗ)

1. The participants of the corporation (participants, members, shareholders, etc.) are entitled to:

participate in corporate affairs, with the exception of the case provided for in paragraph 2 of Article 84 of this Code;

in cases and in the manner prescribed by law and the constituent document of the corporation, receive information about the activities of the corporation and get acquainted with its accounting and other documentation;

appeal decisions of corporation bodiesentailing civil law consequences, in cases and in the manner prescribed by law;

demand, acting on behalf of the corporation (paragraph 1 of Article 182), compensation for losses incurred by the corporation (Article 53.1);

dispute, acting on behalf of a corporation (paragraph 1 of Article 182), transactions concluded by it on the grounds provided for in Article 174 of this Code or laws on corporations of certain organizational and legal forms, and, and applying the consequences of the invalidity of void transactions of the corporation.

Members of the corporation may also have other rights stipulated by law or the constituent document of the corporation.

2. A member of a corporation or corporation, requiring compensation for losses incurred by the corporation(article 53.1) either invalidating a transaction of a corporation or application of consequences of transaction invaliditymust take reasonable measures by prior notice to other members of the corporation and, as appropriate, corporations about their intention to file such claims with the court, as well as provide them with other information relevant to the case. The procedure for notification of intent to file a lawsuit may be provided for by the laws on corporations and the constituent instrument of a corporation.

Members of the corporation who have not joined in the manner established by the procedural legislation, to a claim for compensation for losses incurred by the corporation (Article 53.1) either to a claim for invalidating a transaction made by a corporation or for applying the consequences of a transaction’s invalidity, subsequently it is not entitled to apply to the court with identical claims, unless the court recognizes the reasons for this appeal as valid.

3. Unless otherwise provided by this Code, a participant in a commercial corporation who, against his will, has lost the right to participate in it as a result of unlawful actions of other participants or third parties, has the right to demand the return of his share of the transfer to other persons with payment of fair compensation determined by him court, as well as damages at the expense of those responsible for the loss of interest. The court may refuse to return the participation share if this leads to an unfair deprivation of other persons of their participation rights or entails extremely negative social and other publicly significant consequences. In this case, a person who has lost, against his will, the right to participate in the corporation, is guilty of fair compensation, determined by the court, by persons guilty of losing their share of participation.

4. A corporation member is required to:

participate in the formation of corporate property in the required amount in the manner, manner and within the time period provided for by this Code, another law or constituent document of the corporation;

do not disclose confidential information about the activities of the corporation;

participate in corporate decision making, without which the corporation cannot continue its activities in accordance with the law, if its participation is necessary for making such decisions;

do not commit actions deliberately aimed at causing harm to the corporation;

do not commit actions (inaction) that significantly impede or make it impossible to achieve the goals for which the corporation was created.

Members of the corporation may also bear other obligations stipulated by law or the constituent document of the corporation.

Article 65.3. Corporate Management

(introduced by the Federal Law of 05.05.2014 N 99-ФЗ)

1. The supreme body of the corporation is the general meeting of its participants.

In non-profit corporations and production cooperatives with the number of participants more than a hundred the highest authority may be congress, conference or other representative (collegial) bodydetermined by their charters in accordance with the law. The competence of this body and the procedure for making decisions are determined in accordance with this Code by law and the charter of the corporation.

2. Unless otherwise provided by this Code or another law, to exclusive competence corporate body relate:

definition priority areas the activities corporation, principles of formation and use of its property;

approval and amendment of the charter of the corporation;

determination of the order of admission to the composition of participants corporations and exclusions from the number of its participants, except if such an order is determined by law;

the formation of other bodies of the corporation and the early termination of their powers, if the charter of the corporation in accordance with the law does not assign this power to the competence of other collegial bodies of the corporation;

statement annual reports and accounting (financial) statements corporations, if the charter of the corporation in accordance with the law does not assign this power to the competence of other collegial bodies of the corporation;

making decisions on the creation by the corporation of other legal entities, on the participation of the corporation in other legal entities, on the establishment of branches and on the opening of representative offices of the corporation, unless the charter of a business company in accordance with laws on business companies makes such decisions on these issues fall within the competence of other collegial bodies of the corporation;

making decisions on the reorganization and liquidation of the corporation, on the appointment of the liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

election of an audit commission (auditor) and appointment of an audit organization or individual corporation auditor.

The law and the constituent document of a corporation may include the exclusive competence of its supreme body to resolve other issues.

Matters referred by this Code and other laws to the exclusive competence of the supreme body of the corporation, cannot be transferred to them for decision by other bodies of the corporationunless otherwise provided by this Code or other law.

3. The corporation is formed sole executive body (director, general manager, the chairman etc.). The charter of a corporation may provide for the granting of the powers of the sole executive body to several persons, acting jointly, or the formation of several sole executive bodies, acting independently (third paragraph of paragraph 1 of Article 53). The corporation may act as the sole executive body. both an individual and a legal entity.

In the cases provided for by this Code, another law or the charter of the corporation, the corporation shall form collegial executive body (board, directorate, etc.).

The competence of the corporation bodies referred to in this clause includes the solution of issues that are not within the competence of its supreme body and the collegial management body created in accordance with clause 4 of this article.

4. Along with the executive bodies referred to in paragraph 3 of this article, a corporation may be formed in cases provided for by this Code, other law or the charter of the corporation, collegial governing body (supervisory or other advice), controlling the activities of the executive bodies of the corporation and performing other functions, assigned to it by law or the charter of the corporation. Persons exercising the powers of the sole executive bodies of corporations and members of their collegial executive bodies cannot make up more than one quarter the composition of collegial governing bodies of corporations and cannot be their chairmen.

Members of the collegial management body of the corporation they have a right receive information about the activities of the corporation and get acquainted with its accounting and other documentation, demand compensation for losses incurred by the corporation (Article 53.1), dispute transactions made by a corporation on the grounds provided for in article 174 of this Code or corporate laws of certain legal forms, and demand the application of the consequences of their invalidity, and also demand the application of the consequences of the invalidity of void transactions of the corporation in the manner prescribed by paragraph 2 of Article 65.2 of this Code.

Article 56. Responsibility of a legal entity

1. A legal entity is liable for its obligations. all property belonging to him.

The specifics of the liability of a state-owned enterprise and institution for its obligations are determined by the rules of the third paragraph of paragraph 6 of Article 113, paragraph 3 of Article 123.21, paragraphs 3 - 6 of Article 123.22 and paragraph 2 of Article 123.23 of this Code. Features of the responsibility of a religious organization are determined by the rules of paragraph 2 of Article 123.28 of this Code.

2. The founder (participant) of a legal entity or the owner of its property is not responsible for the obligations of the legal entity, and the legal entity is not responsible for the obligations of the founder (participant) or owner, with the exception of cases provided for by this Code or other law.

Money for r / s TSN are obligatory payments and contributions TSN members, therefore, write-off of these funds by writ of execution (fines, debts and% under contracts with TSN) violates the property rights of all TSN members.

IN Decision No. VAS-6687/13 of 07.24.2013 in case No. A33-9496 / 2012 explained:

"Penalty on cashlocated in the current account of the debtor - management company possible only if affiliated allin the current account Money to the debtor, as well as upon foreclosure against the debtor partheld on account Money, indicating this in the relevant resolution, subject to availabilitydefinitions specific amount owned by the debtor funds in the account.

Incoming to a special bank account, funds cannot be recognized as cash of the debtor, as they include payments of citizens for utilities provided resource supply organizations have special appointment.

The recovery of funds in the special bank account of the debtor, in the interest of one resource supplying organization affects the interests of the population as a consumer and may have socially significant negative consequences " .

Article 53. Bodies of a legal entity

1. A legal entity acquires civil rights and assumes civil obligations through its bodies acting on its behalf (paragraph 1 of Article 182) in accordance with the law, other legal acts and the constituent document.

The order of formation and the competence of the bodies of a legal entity are determined by law and the constituent document.

The constituent document may stipulate that the authority to act on behalf of a legal entity is granted to several persons acting jointly or independently from each other. Information about this shall be included in the unified state register of legal entities.

(Clause 1 as amended by the Federal Law of 05.05.2014 N 99-ФЗ)

(see text in previous edition)

2. In cases provided for by this Code, a legal entity may acquire civil rights and assume civil obligations through its members.

(as amended by the Federal Law of 05.05.2014 N 99-ФЗ)

(see text in previous edition)

3. A person who, by virtue of law, is otherwise legal act or the constituent document of a legal entity is authorized to speak on its behalf, must act in the interests of the legal entity it represents in good faith and reasonably. Members of collegial bodies of a legal entity (supervisory or other council, board, etc.) bear the same obligation.

(paragraph 3 as amended Federal Law of 05.05.2014 N 99-ФЗ)

(see text in previous edition)

4. Relations between a legal entity and persons included in its bodies are regulated by this Code and laws on legal entities adopted in accordance with it.

(Clause 4 is introduced by the Federal Law of 05.05.2014 N 99-ФЗ)

Article 53.1. Responsibility of a person authorized to act on behalf of a legal entity, members of collegial bodies of a legal entity and persons determining the actions of a legal entity

(introduced by the Federal Law of 05.05.2014 N 99-ФЗ)

1. A person who, by virtue of a law, other legal act or constituent document of a legal entity authorized to speak on his behalf (Clause 3 of Article 53), is obliged to compensate at the request of the legal entity, its founders (participants), acting in the interests of the legal entity, losses caused through his fault to a legal entity.

A person who, by virtue of a law, other legal act or constituent document of a legal entity, is authorized to act on his behalf, shall be liable if it is proved that in the exercise of his rights and the discharge of his duties he acted in bad faith or unreasonable, including if his actions ( inaction) did not comply with the usual conditions of civil turnover or ordinary entrepreneurial risk.

2. The liability provided for in paragraph 1 of this article, are also members of collegial bodiesto a legal entity, with the exception of those who voted against the decision that caused losses to the legal entity, or, acting in good faith, did not participate in the vote.

3. A person who has the actual ability to determine the actions of a legal entity, including the ability to give instructions to the persons referred to in paragraphs 1 and 2 of this article, must act in the interests of the legal entity reasonably and in good faith and is liable for losses caused through his fault legal entity.

4. In the event of joint losses to a legal entity, the persons referred to in paragraphs 1 to 3 of this article, are obliged to indemnify jointly and severally.

5. Agreement on the elimination or limitation of liability of persons referred to in paragraphs 1 and 2 of this article, for committing fraud and in a public society for committing dishonest and unreasonable acts (Article 53, paragraph 3) insignificantly.

Agreement on the elimination or limitation of liability of the person referred to in paragraph 3 of this article, insignificantly.

Article 174. Consequences of violation by a representative or body of a legal entity of the conditions for the exercise of powers or interests of the represented person or interests of the legal entity

(see text in previous edition)

1. If a person’s authority to complete a transaction is limited by agreement or regulation on the branch or representative office of a legal entity or the authority of a legal entity acting on behalf of a legal entity without a power of attorney limited by constituent documents legal entity or other documents regulating its activities in comparison with how they are defined in the power of attorney , in law or how they may be considered obvious from the environment in which the transaction is concluded, and when committed, such a person or such authority went beyond these limits, the transaction may be declared null and void by the court at the suit of the person in whose interests restrictions are establishedi, only in cases where it is proved that the other party to the transaction knew or should have known about these restrictions.

2. Dealcommitted by a representative or acting on behalf of a legal entity without a power of attorney legal entity to the detriment of the interests of the representative or the interests of the legal entity, may be declared invalid by court submitted or at the suit of a legal entity, and in cases provided by law, in a lawsuit filed in their interests by another person or other authority, if the other party to the transaction knew or should have known of obvious damage to the represented person or to the legal entity, or there were circumstances that indicated a conspiracy or other joint actions representative or body of a legal entity and other party deals to the detriment of interests represented or interests of the legal entity.

Chapter 9.1. MEETING DECISIONS

(introduced by the Federal Law of 07.05.2013 N 100-ФЗ)

Section 181.1. Key Points

1. The rules provided for in this chapter shall apply, unless otherwise provided by law or in the manner prescribed by it.

2. The decision of the meeting with which the law binds civil law consequences gives rise to the legal consequences to which the decision of the meeting is directed, for all personswho had the right to participate in this meeting (participants of a legal entity, co-owners, creditors in bankruptcy and others - members of the civil law community), as well as for other persons, if it is established by law or arises from the essence of the relationship.

Article 181.2. Decision making meeting

1. The decision of the meeting shall be deemed adopted if a majority of the participants in the meeting vote for it and at the same time participate in the meeting not less than fifty percent of the total number of participants in the relevant civil law community.

The decision of the meeting may be made by absentee voting.

2. If there are several issues on the agenda of the meeting, an independent decision is made on each of them, unless otherwise specified unanimously by the meeting participants.

4) information about the persons who counted the votes;

5) information about the signatories of the protocol.

Section 181.3. Invalidity of a meeting decision

1. The decision of the meeting is invalid on the grounds established by this Code or other laws, by virtue of its recognition as such by the court ( contested decision) or irrespective of such recognition ( insignificant decision).

An invalid decision of the meeting is disputable if it does not follow from the law that the decision is void.

2. If the decision of the meeting is published, a notice of the court declaring the decision of the meeting invalid shall be published on the basis of the court decision in the same publication at the expense of the person who is charged with the costs of the procedure. If information about the decision of the meeting is entered into the register, information about the judicial act that recognized the decision of the meeting as invalid shall also be entered in the corresponding register.

Section 181.4. Challenge of the decision of the meeting

1. The decision of the meeting may be declared invalid by the court in violation of the requirements of the law, including if:

1) there was a significant violation of the procedure for convening, preparing and holding the meeting, affecting the will of the meeting participants;

2) the person speaking on behalf of the participant in the meeting lacked authority;

3) a violation of the equality of rights of participants in the meeting during its holding;

4) there has been a significant violation of the rules for compiling the protocol, including the rules on the written form of the protocol (clause 3 of Article 181.2).

2. Decision of the meeting cannot be declared invalid by court on the grounds related to the violation of the decision-making procedure, if it is confirmed by a decision of the subsequent meeting, adopted in the prescribed manner before the court decision is made.

3. The decision of the meeting is entitled to be challenged in court by a participant in the relevant civil law community who did not participate in the meeting or who voted against the adoption of the contested decision.

4. The decision of the meeting cannot be declared invalid by the court if the vote of a person whose rights are affected by the contested decision could not affect its adoption and the decision of the meeting does not entail significant adverse consequences for this person.

5. The decision of the meeting may be challenged in court. for six months from the day when the person whose rights were violated by the decision knew or should have known about it, but no later than within two years from the day when the information about the decision became publicly available to the participants of the relevant civil law community.

6. The person contesting the decision of the meeting must notify in advance of the participants in writing relevant civil society about the intention to file such a claim with the court and provide them with other relevant information. Participants in the relevant civil law community, not joined in the manner prescribed by procedural legislation, to such a claim, including having other grounds for contesting this decision, subsequently does not have the right to appeal to the court with requirements to challenge this decisionunless the court finds the reasons for this appeal valid.

7. The challenged decision of the meeting, recognized by the court as invalid, is invalid from the moment of its adoption.

Article 181.5. The nullity of the decision of the meeting

Unless otherwise provided by law, the decision of the meeting is void if it:

1) adopted on an issue not included in the agenda, with the exception of the case if all the participants of the corresponding civil law community took part in the meeting;

2) accepted in the absence of the necessary quorum;

3) adopted on a matter not falling within the competence of the meeting;

4) contrary to the foundations of law and order or morality.

Article 182. Representation

1. A transaction made by one person ( representative) on behalf of another person (represented) by virtue of a power of attorney, indication of law or an act authorized by state body or local government, directly creates, changes and terminates the civil rights and obligations of the represented.

Empowerment may also appear from the environment in which the representative acts (seller in retail, cashier, etc.).

2. Representatives of persons acting, although in the interests of others, but not on their own behalf, are persons who only transmit the will of another person expressed in a proper form, as well as persons authorized to enter into negotiations regarding possible future transactions.

(as amended by Federal Law of 07.05.2013 N 100-ФЗ)

(see text in previous edition)

3. The representative cannot make transactions on behalf of the represented regarding myself personally, as well as in relation to another person whose representative he is at the same time, with the exception of cases provided by law.

A transaction which is concluded in violation of the rules established in the first paragraph of this paragraph, and to which the represented did not give consent, may be declared invalid by courtif she violates his interests. Violation of interests of the represented person is supposed, unless otherwise proven .

(Clause 3 as amended by the Federal Law of 07.05.2013 N 100-ФЗ)

(see text in previous edition)

4. It is not allowed to make a transaction through a representative, which by its nature can only be completed in person, as well as other transactions specified in the law.

Olga Perminova, independent expert

Until changes have been made to the LC RF and art. 291 of the Civil Code of the Russian Federation, Homeowners Association, as a form of legal entity (legal form) exists legally and the requirements of various bodies to amend the Charter, re-register, from my point of view, is premature.

Dear owners of residential and non-residential premises!

In accordance with Clause 2, Article 141 of the LC RF, TSN members must be residents with more than fifty percent of the total number of votes of the owners of premises in an apartment building. Otherwise TSN is subject to liquidation.

Membership in TSN arises from the owners on the basis of an application for membership. Unfortunately, from the moment of creation of our TSN to the present, applications for membership in the Partnership have not been collected.

Membership in TSN does not actually entail any additional responsibilities for individuals, but gives the right to participate in general meetings of TSN members, to make decisions on estimates and other important issues of home life.

We invite all owners of premises in the house (apartments, parking lots, storage rooms) to join TSN. The form of the relevant application is attached. Please fill out an application, attach copies of property certificates and hand over to TSN control room manager Bodrova N.A.