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Article 116. Consumer cooperative

1. A consumer cooperative is recognized as a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property share contributions by its members.
2. The charter of a consumer cooperative must contain, in addition to the information specified in paragraph 2 of Article 52 of this Code, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violating the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes; on the procedure for covering losses incurred by members of the cooperative.
3. The name of a consumer cooperative must contain an indication of the main purpose of its activities, as well as either the word “cooperative” or the words “consumer union” or “consumer society”.
4. Members of a consumer cooperative are required to cover the resulting losses through additional contributions within three months after the approval of the annual balance sheet. If this obligation is not fulfilled, the cooperative may be liquidated in court at the request of creditors.
Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative.
5. Income received by a consumer cooperative from business activities carried out by the cooperative in accordance with the law and charter is distributed among its members.
6. The legal status of consumer cooperatives, as well as the rights and obligations of their members, are determined in accordance with this Code by the laws on consumer cooperatives.

comm. Soifer T.V.

1. Relations arising during the creation and operation of consumer cooperatives, in addition to comments. articles are regulated. , legal acts of subjects Russian Federation, issued before the introduction of the Civil Code, and by-laws.
Consumer cooperatives, which are the subject of regulation under Article 116 of the Civil Code, depending on the purposes of creation and the characteristics of their activities, can be divided into three main groups: consumer societies (procurement, trading, etc.), whose activities are also regulated Law on consumer cooperation ; agricultural cooperatives (gardening, livestock, etc.), operating in accordance with Law on Agricultural Cooperation; specialized cooperatives (housing, country houses, garages, etc.).
2. The special legal capacity of a consumer cooperative largely distinguishes it from other forms of non-profit organizations. A consumer cooperative is created and operates to satisfy the material and other needs of its members (housing, household, etc.), while other non-profit organizations have as their main intangible goals aimed at achieving public benefits. Therefore, a consumer cooperative has the right not only to carry out entrepreneurial activities, but also to distribute the income received from it among members.
The content of the legal capacity of individual types of consumer cooperatives is determined by special laws. In particular, Article 5 gives consumer societies the authority to engage in activities aimed at meeting the needs of shareholders; carry out business activities; create business companies and institutions; participate in business societies, cooperatives, be an investor in limited partnerships, etc.
3. Members of a consumer cooperative can be citizens who have reached the age of 16 (Article 26 of the Civil Code); commercial and non-profit legal entities, including unitary enterprises and institutions (subject to the provisions of Art., , Civil Code).
Legal acts of constituent entities of the Russian Federation may establish special requirements for the subject composition of a particular consumer cooperative. Thus, only residents of Moscow who need improved housing conditions can be members of a cooperative created for the implementation of low-rise and cottage construction in the Moscow region (Order of the Mayor of Moscow dated December 21, 1994 No. 628-RM - Bulletin of the Moscow City Hall, 1995, No. .2, p.3), members of the housing cooperative in Moscow - native Muscovites, disabled people, participants of the Great Patriotic War and some other categories of citizens (Regulations on the construction of housing cooperative buildings, approved by order of the Mayor of Moscow dated February 12, 1996, No. 70-RM - Bulletin of the Moscow City Hall, 1996, No. 5, p. 7).
4. The only constituent document of a consumer cooperative is its charter, which is approved by the highest body - the general meeting of members of the cooperative (Article 16 Law on Consumer Cooperation). The charter must meet the general requirements for the constituent documents of legal entities (clause 2 of Article 52 of the Civil Code) and contain the information provided for in clause 2 of the commentary. articles. The charter of an agricultural consumer cooperative (gardening, market gardening, livestock farming, etc.) must also comply with Article 11, the charter of a consumer society - Article 9 Law on Consumer Cooperation.
5. The name of a consumer cooperative should leave no doubt as to its organizational and legal form and purposes of creation. In this regard, the name includes an indication of the scope of activity of the cooperative (housing construction, dacha construction, agricultural, etc.) and the words “cooperative”, “consumer society” or “consumer union”. Within the meaning of paragraph 3 of the comment. articles, these concepts are equivalent. At the same time, Article 2 Law on Consumer Cooperation establishes certain restrictions on the use of the words “consumer society” and “union of consumer societies” in the names of legal entities. In particular, the use of the words “consumer society” and “union of consumer societies” in the names of consumer cooperatives operating on the basis of Law on Agricultural Cooperation, as well as other specialized consumer cooperatives (garage, credit, etc.), i.e. those for which Law on Consumer Cooperation does not apply.
6. State registration of consumer cooperatives is carried out in accordance with Regulations on the procedure for state registration of business entities. This document applies to non-profit organizations that are granted the right to conduct business activities, and therefore to cooperatives.
The list of documents required for state registration of a cooperative may be determined in the laws on cooperatives of the relevant types. So, according to Article 8 Law on Consumer Cooperation To register a consumer society, you must submit a registration application; minutes of the constituent meeting on the creation of a consumer company, on the approval of its charter and on the composition of the council of the consumer company, signed by the chairman and secretary of the constituent meeting; charter of the company and certificate of payment of the registration fee.
7. The property of the cooperative consists of the share contributions of members, the size, composition and procedure for payment of which are determined in the charter. As a general rule, the participation of members in the activities of the consumer cooperative is limited to this, because the law does not require their personal labor contribution to the common cause (the only exception is agricultural cooperatives - personal participation of members in their economic activities is mandatory. See Article 4 of the Law on Agricultural Cooperation).
Members of a cooperative may provide it with property that they have under their right of ownership or other proprietary right. Such property, as a rule, is transferred to the cooperative for the purpose of achieving its statutory goals and is not a share contribution. For example, such relations arise in the case when land plots for the construction of residential buildings are allocated not to the cooperative, but to its members for lifelong inheritable ownership (Bulletin of the Supreme Arbitration Court of the Russian Federation, 1996, No.1, p. 77).
The property of a consumer cooperative, consisting of share contributions of members and acquired on other legal grounds, belongs to it by right of ownership (clause 3 of Article 213 of the Civil Code).
In relation to a consumer cooperative, its members have only rights of obligations (clause 2 of Article 48 of the Civil Code). An exception is established only for members of housing, housing-construction, dacha, garage and some other cooperatives. These persons, who have fully paid their share contribution for an apartment, dacha, garage, or other premises provided by the cooperative, acquire ownership of the corresponding property (clause 3 of Article 218 of the Civil Code). Non-members of the cooperative can also become the owners of this property. In judicial practice, there are cases when cooperative premises are recognized as the property of other persons who actually use them and have the right to part of the accumulation (see Commentary on judicial and arbitration practice. 1997. Issue 3, pp. 31-38).
8. A consumer cooperative is liable for its obligations with all its property. At the same time, members are obligated to cover losses incurred by the cooperative by making additional contributions. The fact of the existence of losses and their size are established when the annual balance sheet is approved. As a rule, the general meeting of members, approving the balance, decides on the amount of additional contributions to be made by each member, on the procedure and timing for their payment. In this case, the period for payment of additional contributions should not exceed three months. The procedure for covering losses of a consumer company by its shareholders is mandatory determined in the company’s charter (Article 9 Law on Consumer Cooperation). Failure of members of the cooperative to fulfill this obligation may result in the liquidation of the cooperative in court at the request of creditors.
Members of the cooperative bear joint liability for the obligations of the cooperative to the extent of the unpaid portion of the additional contribution. The liability of the members is subsidiary, i.e. occurs only when the property of the cooperative itself is not enough to satisfy the claims of creditors (see.

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RF LAW dated 19-06-92 3085-1 ON CONSUMER COOPERATION IN THE RUSSIAN FEDERATION (2017) Relevant in 2017

Article 4. Consumer society

1. A consumer society is a legal entity. Consumer societies can be rural, town, district, city and any other.

2. The supreme body of a consumer society is the general meeting of shareholders (or authorized representatives), which adopts the charter,, if necessary, makes changes and additions to it, determines the amount of entrance and share fees, elects the administrative and control bodies of the consumer society, hears reports on their activities, establishes funds for their maintenance, resolves issues on the creation of unions of associations and other associations (unions, associations and other associations of consumer societies - hereinafter referred to as “unions”) on joining and leaving them, on the rights delegated to unions, as well as other issues related to its competence by this Law and the charter of the company.

The decision of the general meeting of shareholders (their authorized representatives) is considered valid if more than 50 percent of all shareholders vote for it. Representatives may be allowed to vote if they have a power of attorney from the shareholders. Elections of administrative and control bodies of consumer societies are carried out by secret ballot.

3. The activities of the consumer society are terminated by decision of the general meeting of shareholders (or authorized representatives).

Upon termination (liquidation) of a consumer company, the procedure for using its property remaining after paying taxes, fulfilling obligations to banks and other creditors, paying shareholders and dividends on them is determined by the general meeting of shareholders (or authorized representatives).

4. Consumer companies, by decision of shareholders, can unite into unions, associations and other associations, have the right to freely withdraw from them with the receipt of their share of the property and the part of the property increased during the joint activity corresponding to the share contribution.

The decision on joining or leaving the union is made at a general meeting of shareholders (or authorized representatives) by secret ballot, if more than 50 percent of shareholders (their authorized representatives) vote for it.

The Union of Consumer Societies is a legal entity and acts on the basis of its charter in accordance with the rights delegated to it by consumer societies. He is not responsible for the obligations of consumer societies and is not vested with organizational, administrative and