Register a public organization without the status of legal entity

In May 2020, we were contacted by a Client who wanted to set up a non-governmental organization without the status of a legal entity. According to him, he and his co-founding colleagues had already applied to the Ministry of Justice, but they had been refused. Although before that he believed that this procedure is quite simple: you can just take free templates of documents, including the charter, on the Internet, adapt them to your needs and sign.

In practice, everything turned out to be not so easy, so the Client wanted us to check his documents, bring them in line with the law, or develop new ones, if it turns out to be easier. The Client was also interested in the question of whether it is possible to avoid the registration procedure for public activities.

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The essence of the Client’s case: Mistake in registration of a non-governmental organization without the status of a legal entity

Having checked the Client’s charter, our specialists concluded that its provisions do not really meet the requirements of the applicable law:

• no provision was made for a general meeting to be held via Internet communication;
• the powers and functions of governing bodies were not clearly described.

In addition, it was obvious that the Client “borrowed” a charter template from the organization where a large number of staff was expected. And since in his case there were only six co-founders, they didn’t need such a number of elected bodies: the board with the chairman, and the executive committee, and separately the president of the organization, and the supervisory board.

In general, it should be noted that for organizations that are going to work without the status of a legal entity, the Law “On Public Associations” provides an opportunity not to approve the charter and not to elect management bodies. In particular, according to part 9 of this law, non-governmental organizations are created by the foundation meeting, and the minutes are drawn up based on its results.

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The list of necessary issues to be considered at the foundation meeting is also defined by this Article. And in accordance with Part 4 of Article 9 of this law, you are not required to issue the decision on the election of the director and approval of the charter. However, in the absence of the director, a person authorized to represent the interests of the organization before the state authorities and third parties must be appointed.

Thus, when establishing an organization without the status of a legal entity, the key role is played by the minutes of the foundation meeting. If it does not meet the requirements provided for in paragraph 2 of Article 9 of the above law, this is the ground for the authority to refuse the registration.

Is state registration obligatory for a non-governmental organization?

As for the very registration of a non-governmental organization without the status of a legal entity, according to 4. 8. Article 9 of the Law “On Public Associations”, a public association is subject to state registration regardless of whether it intends to work with or without the status of a legal entity.

The package of documents for registration shall be submitted to the territorial justice body not later than 60 days from the moment of the foundation meeting. Otherwise, such an association will be considered not to have been established, which means that it will have to hold new foundation meetings and go through the entire procedure all over again.

After our consultation, the Client took a new look at a non-governmental organization without the status of a legal entity, but decided to revise the charter, as he could specify the relationship between the various governing bodies of the organization therein.

Then we offered the Client to take our template charter drafted in accordance with the requirements of the current legislation and based on the practical experience of communication with justice and tax authorities.

The result of our cooperation was an easy registration of a non-governmental organization without the status of a legal entity.

If you have any questions about the process of the NGO registration and you want to entrust the NGO registration to experienced professionals, don’t hesitate to call us.

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