What is a NPO?
Recently, I have more opportunities to hear and see “NPO corporations” in TV news and newspapers. I feel that the number of consultations for establishing an NPO corporation has increased at Miraie Legal Office. Now let’s look at the advantages and disadvantages of what kind of corporation an NPO is.
A non-profit organization is an acronym for non-profit organization, which is a “non-profit organization” or a “non-profit organization.”Npos are called “non-profit organizations” established by the Nonprofit Activities Promotion Act (NPO Act).
◇Advantages of NPO Corporations
◇Disadvantages of NPO Corporations
◇Establishment of NPO Corporations
Benefits of NPO Corporations
1.Increase in social credit
Trust is the most important thing when you are working as an individual, whether you are a corporation or an individual.
From a third party’s point of view, it is difficult for individuals (voluntary organizations) to understand their financial situation and business situation, and their credibility is absolutely low for business partners and partners.
On the other hand, npos can be trusted by individuals (voluntary organizations) because they are stipulated or published by articles of incorporation or a copy of the register.In addition, financial statements (which are required to submit financial documents to the competent authorities every year) can be viewed in the same way, so they are more transparent and therefore more reliable and reliable.
It is also easy for third parties to understand the activities of NPOs, as the articles of incorporation and a copy of the register contain the purpose of the establishment, the purpose of the corporation, and the content of the activities.
In this way, being able to confirm the status of a corporation by a third party becomes the basis of trust.
2Contract and registration by organization name is possible.
In the case of an individual (voluntary organization), the purchase contract such as the lease of the office and the business car is difficult, so the restriction comes out to the activity.Of course, registration is not possible (not necessary).
, if an office cannot be borrowed by an arbitrary group nam
e, you cannot pay utility bills (electricity, water, gas) by the name of an arbitrary organization,
you cannot make a bank account under the name of an arbitrar
y organization, you cannot make a telephone contract by the nam
e of an arbitrary organization, because you cannot hold a car or real estate under th
e name of an arbitrary organization, so these contracts will be carried out by the “representative individual name”.Every time a representative changes, these changes have to be made, so it takes a lot of time.
When the activity is going well, i think that there are few problems even if it goes by the representative’s individual name, but when the debt (debt, etc.) occurs, it will have a big problem.In the event of a problem with an arbitrary organization, such as damages, or a debt default (unpaid, etc.), all responsibilities are the responsibility of the representative individual.
With this, the representative lends the name because he wants to do the activity with great pains, but it becomes passive by all means that “risk” expands the activit
However, when you acquire the “NPO Act Personality”, the liability of the representative individual will be greatly reduced because the liability, etc. caused by the activity as a corporation will be compensated by the NPO in principle.
In addition, you can open a bank account under the name of a NON-PROFIT organization, or you can own property such as real estate in a NON-PROFIT organization, which prevents a dispute between employees over the ownership of the property.
Accounts in the name of “NPO” require a “Chairman’s seal” and “NPO bank seal” to withdraw funds, so it becomes difficult for individual employees to divert the organization’s funds without permission, while at the same time reducing the burden of managing the organization’s funds with representatives of arbitrary organizations that hold large deposits.
3Keep your organization permanent
In any organization, the property managed by the representative is “privately owned by the representative”, so when the representative himself dies, all of the property will be processed in accordance with the provisions of the Civil Code, so all of the property of the voluntary organization will be inherited by the relatives of the representative.Therefore, since it does not belong to any group that is the owner, there is a high possibility that the activities of the voluntary group will not be able to be carried out.
However, if it is a “NPO”, the representative is an individual, and all the property belongs to the NPO, so even if the director who is the representative dies, the property is the property of the NPO, so there will be no complicated problems such as “inheritance”, and if you appoint other directors as representatives, there will be no effect on the activities themselves.
4.Have a wide range of expenses allowed
When the individual business owner (voluntary organization) with a certain amount of scale is active, there is a case where the tax office has filed a tax return as an individual business and the opening notification, but in the case of an individual business owner (voluntary organization), there are often cases where “necessary expenses are not permitted”.This is because we do not know exactly where it is for individuals and how much they are expenses f
However, when this is made a “NPO”, expenses that were not recognized by individual business owners (voluntary organizations) are often recognized because individual expenses and expenses as NPOs are clearly divided into the same in corporations as well as NPOs.
If you want to make your home an office, you will be able to reduce housing (rent) and utility expenses under certain conditions.
If a sole proprietor buys a car for business purposes, it will not be recognized as a full expense unless there is a special reason, but it will be recognized as “full expense” by npos.
Although the retirement allowance of a sole proprietor is not permitted, npos are allowed to pay for retirement benefits of executives such as the Chairman of the Board
If you are a NON-PROFIT organization, you can also loan a car or personal computer owned by a representative to a NON-PROFIT organization and receive a “lease fee”.
However, it is not admitted as you guess when it is said that it is a private business owner (voluntary group).It is not admitted as an expense such as the lease fee because “My belongings are lent to me”.
5.No tax compared to corporate corporations
In the case of individual businesses (voluntary groups), income tax is “progressive taxation”, so the higher the amount of income (= sales – costs and expenses), the higher the tax rate will also increase.If you combine the resident tax and the business tax, you will be taxed at the highest rate of income.
Corporate taxes for corporations, etc. have been simplified to “22% for parts of 8 million yen or less per year” and “30% for more parts.”In addition, even if you combine the “corporate resident tax” and “corporate business tax”, the maximum profit is “about 55”, but in the case of NPO corporations, there is no tax if you apply for tax every year to “organizations that do not make profitbusiness”, so there is no tax at all if you apply for tax every year, so there is no tax compared to corporations such as corporations, not to mention individual businesses.
6.Advantage in staff hire
When considering the hiring of staff, I think that corporations are more advantageous than sole proprietors and voluntary organizations.Students and working people are attracting attention for finding employment at NPOs.More and more job seekers are choosing to contribute to society if they get the same salary.
Recently, it is not uncommon for universities and NPOs to provide specialized education such as the management and management of NPOs, and it is also possible for NPOs to hire people who have received such specialized education.
7.The responsibility is clear compared to that of any organization.
When an accident occurs during the activity, in the case of an arbitrary organization (sole proprietorship), the responsibility is taken by the individual representatives, but there are many cases where the representative individuals are forced to take the responsibility, because the NPO takes responsibility if it is a NON-PROFIT corporation, it is clear that the responsibility is clear without being able to say who takes responsibility.However, since the corporation is not a person, we take responsibility under the name of the executive, but in the event of damages, the NPO compensates for the risk distribution compared to the voluntary organization (personal business).
8.It is easy to receive business consignment and subsidy from the public office.
In some cases, corporations are limited to the subject of “outsourcing of business” or “subsidies” from the government.This trend is likely to become more and more pronounced due to the legal character of npo.
Recently, the number of designated administrators who leave the management of public facilities to the private sector is increasing.This system also increases the number of outsourcing to NPOs.
9.It is also possible to obtain loans from financial institutions.
As recognition has increased due to the performance of many NPOs, loans for NPOs have begun to be made.By receiving this loan, we will be able to raise funds that have been difficult for individual businesses (voluntary organizations), and we will be able to engage more proactively and contribute to society.
10.Easy to raise funds
Even with an annual fee of 1,000 yen, if a member gathers, the fund of 1,000,000 yen/year is collected.Even if the self-asset at the time of establishment is zero, the fund of 100,000 yen will be collected.If there are simply 1,000 members, it will be 1 million yen per year.
Of course, it is an absolute condition that many people agree with the establishment purpose of the corporation and the content of the activities as a firm, but there are many cases where many members (individuals and corporations) have been actively engaged in social contribution activities by agreeing to the purpose of the establishment of the corporation and the business plan.
11.No public relations or venue expenses from individual businesses or corporate corporations
As the awareness and contribution of NPOs is being evaluated, the number of NPOs in newspapers and magazines is increasing.There are more public facilities that can be rented cheaply by NPOs from for-profit organizations such as community centers and civic halls, sole proprietors (voluntary organizations) and companies.
Npos with high social contributions have a lot of media coverage, such as newspapers, magazines, and cable TV, and the cost of public relations is relatively low.
Disadvantages of NPO Corporations
Social credit increases by incorporation individuals (voluntary organizations), but there is also a rise in responsibility and administ
1.There are restrictions on the content of the activity
If an individual (voluntary organization) is made into an NPO, changes to the Articles of Incorporation will require an agreement by the General Meeting of Employees or the Board of Directors (by the resolution), so speedy decisions and activities will not be possible, such as individual (voluntary organizations).
Because the business is subject to “restrictions on the Articles of Incorporation”, you will need to change the Articles of Incorporation if you try to change the business.In order to change this articleof incorporation, it is necessary to hold the General Meeting of Employees to make a resolution and obtain the authority certification.Changes to the articles of incorporation take about four months as well as the establishment, so you can’t think of anything you want to do right away.
2It takes time to establish
Preparation of the establishment applicati
on documents as an approximate period of establish
ment of npoSion Negotiation s it takes about 10 d
ays and 6 months for the examination period requir
ed for the registration application at the government office for about 14 days.
Since these six months are a standard period, there are cases where there are many applications for NPO organizations and in prefectures where it takes more than this.Therefore, if you are thinking of establishing a NON-profit organization, we recommend that you establish it up by five to six months if possible as soon as possible.
3Strict paperwork is required.
Accounting processing is required to be based on the “principles of double-entry bookkeeping”, so a certain level of accounting knowledge is required.
Every time the business year ends, we prepare business reports and balance statements and submit them to the competent authorities.It is mandatory to “prepare” and “disclose information” to the office of these materials.
The accounting documents to be prepared shal
l be submitted annually, such as “Business Report, Balance Sheet, Balance Sheet, Inventory of Assets, List of
Officers, and Employee Roster (Regular Membership List).”
This means “glass-walled” in the business situation.If you go to the prefectural office in your jurisdiction, anyone can view the business, the location of the main office, and the names of the officers.In addition, the main office (head office) must also have the articles of incorporation and the above documents and allow the person who wishes to view it to view it.
4.I have a tax return obligation.
Organizations that do not carry out “profit business” stipulated in the tax law do not need to file a tax return because they are not subject to corporate taxes, but it is necessary to report to prefectural tax offices and municipal offices, but non-profit businesses (such as goods sales, etc.) that the tax office deems to be profitable businesses under the tax law are subject to corporate tax and require a declaration.
Corporation resident tax (approximately 70,000 yen) may also be exempted from NPO.In order to do so, it is necessary to complete the procedure for the reduction every year in March and April (the notification period is different depending on the municipality).
Establishment of NPO
1.Ten or more employees are required
The existence of more than 10 employees (full members) is an absolute requirement for the establishment of an NPO.
Therefore, in order to establish a NON-profit organization, we must gather more than 10 employees .
This is the def
inition of an employee of an NPO that is an employee of an NPO that is an individual or organi
zation that has joined in favor of the purpose of this corporation.If there is a provision to pay the membership fee or membership fee in favor of the “purpose of establishment” or “content of activities” of a NON-PROFIT ORGANIZATION, an individual or organization that accepts the burden is an employee (a regular member).
Many organizations are named “Full-time Employees”, but these people become employees of NPOs.
2Appointment of directors (directors and auditors) and acceptance of appointment
The directors of the NPO must have “three or more directors” and “one or more auditors”, and the President (Representative Director) must be appointed from among the board members.As provided in the Articles of Incorporation, it is possible to have a director under the name of the Vice President, The Managing Director, and the Managing Director, but there is legally only the existence of “Director” and “Auditor” no matter what role name you give.Therefore, only the director is listed in the register copy of npo.In addition, even if the auditor is an officer, it is not listed in the register.
The appointment of officers is officially held at the “Establishment General Meeting”, which is held just before the establishment application, but the “resident card” of the person who assumes the board of directors is required, and the signature of the “inaugural consent form” is required, so it is necessary to confirm the acceptance of the inauguration in advance.
1) Matters that cannot be appointed as an officer of an NPO
・ Adult guardian or detainee, bankru
pt, who cannot be reinstated, or sen
tenced to imprisonment or more, from the date on which the execution is finished or the date of execution ??? Person who does not pass two years, Article 204 (inj
ury crime) Article 206 (field assist crime) Article 208 (assault crime) Article 208-2 (Weapon preparation set) and Article 222 (intimidation crime) Article 247 (disingle) for crimes, and to be punished with a fine or more. An officer at the time of dissolution of a non-profit organization (NPO) that has been decertified as a member of a group of member
s of a gang, etc., who has been sentenced to a fine or two years from the date of execution or the date of the execution of a person who has not been executed for two years or a crime related to the pu
nishment of violence, etc
. from the date on which the execution is no longer being executed. A person who has not been certified for the establishment two years after the date of cancellation
If one of these falls under one of these cases, you will not be able to become an officer, so be careful.
2) The non-profit organiz
ation shall not include more than one-third of the total number of officers in the total number of officers.To eliminate the corporate rule by the clan.
For example, if there are four offic
ers with the smallest number of officers, no officer can have a relative of three parents or any other person on the board.If there are six officers, only one relative in the three parents will be allowed in.
If you want to become an executive of a non-profit organization with a married couple or a parent or child, the number of officers must be at lea
st six or more.
3Appointment of founding representatives
In order to establish a non-profit organization, the person who produces a draft of the articles of incorporation of a corporation is called the “establishment representative”.He is also responsible for applying for the establishment certification to the competent authorities.Normally, the person who assumes the position of representative of this corporation (chairman of the board) becomes the establishment representative, but for some reason the President is busy and not involved in the establishment preparation, it may be appointed by another person who is scheduled to assume the board of directors.However, please be sure to select the establishment representative from among the people who are on the board of directors.
The establishment representative is officially elected at the “Establishment General Meeting” just like the executive, but if this “establishment representative” is not decided, the establishment preparation will not proceed at all, so let’s make a decision in advance at this stage.
4.Determine the name of npo
Since the name can be freely in principle, there is no rule that there should be no NPO with the same name at the same address, and there is no need to conduct a similar trade name survey.
However, it is not so whether it is permitted by any kind of name, and it is not good even if the corporation of the same name can be made.The response varies from prefecture to prefecture, but when you give a common name, the person in charge of the competent authority often says the following:
“Once you have the same name on the Internet, check to see if there are any corporations with misleading names.T
he same name is not say NO.Because it is not stipulated by law, “this name is good” i think that if you strongly push through the application form, it is very confusing for users and the general public that there is a corporation of the same name, if the NPO of the same name causes some problems, your NPO that is not related at all will also suffer a disadvantage.For that reason, the authorities do not want to recognize corporations of the same name.
It is up to you to name “Non-Profit Corporations”, “NPOs”, and “NPOs”.It is common to name a legal character called a “non-profit organization”, but there is no obligation to be required by law.
“Association to protect the environment of ichinomiya of the non
-profit organization Ichinomiya”, “Association to pr
otect the environment of NPO Ichinomiya”, “Ass
ociation to protect the environment
of Ichinomiya”, “Association to protect the environment of Ichinomiya” these examples are considered as names, but the words “non-profit organization” and “NPO” are ok, so it is recommended that you include as much as possible because only authorized corporations of the competent authorities are allowed to use these examples.However, some prefectures do not accept the name “NPO ○○”.
Names that are prohibited by other laws (banks, foundations, hospitals, universities) or those that are contrary to public order and
morals are not permitted.
The name of a famous company is also not available.Even if it is not illegal, please refrain from using the names of famous companies such as Sumitomo, Toyota, and Sony.There is also the possibility of being sued for damages.
You cannot use a character that represents a part of a legal entity.Characters such as “○○ branch office”, “○○ branch office”, and “○○ branch” cannot be used in the name to represent a part of the organization.
“Non-Profit Organization ○○○○ Ka
nsai Branch” ×”Non-Profit Organi
zation ○○○○○ Kansai” ○○○○ ○ ○○○ ○
Sign list roman alphabet (upper and
lower case) “&” ara
ber “&” (ambass
er, the sign of “,” can only be used as a sign to separate the phrase (including Japanese characters), so it cannot be used at the beginning or end of the name.However, the .periods can also be used at the end of the name as abbreviations.
Since the sign can only be used for the purpose of connecting words, trade na
mes with consecutive codes are not allowed, such as
“Ichinomiya Association of Specified Non-Profit Organizations”.
By the way, japanese punctuation (“” and “.Because it cannot be used as a letter of the corporate name, “The assoc
iation to protect the sandy beach of the Kiso River, and to protect wild birds.N
po called “” cannot be established.
Also, the legal entity name cannot be blank.
However, it is allowed to leave a blank between english words.
5.Creation of the purpose and purpose of the establishment of npos
1) The issues that are in social problems and the motivation scare
to create this corporation 2) who provide
services to whom 3) What kind of ac
tivities and businesses do they conduct 4) How t
hey lead to the benefit of society 5) Why can no
t be operated without an NPO should be summarized and written.
6.Activities in 17 non-profit organizations
Since the “main activities” described in the articles of incorporation and the intent of the establishment of the Articles of Incorporation must fall under one of the 17 non-profit activities stipulated by law, the main purpose of the activities is not to be the main purpose of the activities other than those specified by law.
1) Activities to promote health, medical care, or welfare 2) Ac
tivities to promote social education 3) Activi
ties to promote urban development 4) Academic, cul
tural, Activities to promote art or sports 5) Activities to preserve the environ
ment 6) Disaster relief activities 7) Co
mmunity safety activities 8
) Activities to protect hu
man rights or promote peace 9) Activities of international coope
ration 11) Activities to promo
te the formation of a gender equality society 11) To promote the sound de
velopment of children Activities 12) Activities to pr
omote information society 13) Activities to promote s
cience and technology 14) Activities to revitalize
economic activities 15) Activities to support the dev
elopment of vocational skills or the expansion of employment opportunities 16) Activit
ies to protect consumers 17) activities to prot
ect consumers communication advice or assistance activities regarding the operation or activities of the organization in which the
At first glance, it is OK if an activity that does not apply to this is thought to contribute to one of the 17 purposes as a result of the activity.
7.Determine the “nature of business” and “activities” of NPO
What must be decided in the business plan is 1) business
name 2) business
content 3) scheduled
4) Planned location 5) Nu
mber of employees
6) The scope of the beneficiary target and the nu
mber of beneficiaries
7) the expected incom
e 8) It is necessary to determine these eight items.
8.How many offices will be set up?
It is necessary to decide to set up an office at 59-1 Onishi, Asano-aza, Ichinomiya City, Aichi Prefecture.
If an office is only in one prefecture (even if there are two or more offices in the same prefecture), apply to the prefecture, and if there are two or more offices in the prefecture, apply to the Cabinet Office of Kasumigaseki.
9.Determine the type of membership of npo
There are five types of members:The name is free, so please give it a favorite name.However, if there are more than one type of member, the Articles of Incorporation says, “○○ member has a specified non-profit activity promotion law (hereinafter referred to as “Law”).employees on theIt is necessary to state it.
1) Regular Members Individuals or organizations that have joined in favor of the purpose of the corporation.
2) Supporting Members Individuals and organizations who have joined to support the purpose of this corporation and support the project.
3) Volunteer Members Individuals who agree with the purpose of this corporation and can cooperate in various activities as volunteers.
4) Honorary Members Individuals and organizations who have been distinguished from this corporation, academic scholastic experienced persons, and celebrities who have been recommended as honorary members of the Board of Directors (or general meetings).
5) Members Individuals and organizations that may use the services provided by this corporation
10.About the business year of npo
A business year is a fiscal year in which the balance of sales and profit and loss are settled.It is also called a busine
ss year in a company.
1) The period of the
business year is determined to be less than one year.It may be one year or six months if it is within one year, but it is recommended for one year because it is necessary to prepare a complicated closing work and business report twice a year in half a year.
2. Due date of the business year NPO
tax payment will be paid within two months from the last day of the business year, and the business report to the competent authorities will be held after the c
losing period within three months, and after the closing period within three months, the company will pay taxes after obtaining approval from a regular member for financial results.
11.Determine how npos are operated “General Meeting-driven” or “Board-driven”
The highest decision-making organization of npos is the General Meeting of Employees.Therefore, resolutions on important matters such as the dissolution of NPO corporations, resolutions for mergers, and resolutions to change the articles of incorporation can only be made by the General Assembly.However, by establishing in the Articles of Incorporation how to operate business plans and budget stipulations, change, change the amount of annual membership fee and membership fee, and determine, it is possible for both the General Meeting and the Board of Directors to make decisions.
1) Business plan and budget 2) Am
ount of membership fee and members
hip fee 3) Duties and remuneration of offic
ers 4) Burden of obligations such as borrowings and waivers 5
) Organization and operation of the Secretariat