The cooperative is the debtor
Its assets are separate from members’ personal property.
A share is not a specific asset
A member has corporate and value rights, not title to every item.
The charter matters
Member subsidiary liability must be read together with the statute.
Applicable Legal Regime
A production cooperative is a membership-based commercial corporation involving personal labour or other participation. Federal Law No. 127-FZ creates no separate insolvency procedure for an ordinary production cooperative, so the general legal-entity rules apply. An agricultural production cooperative requires additional review under the special agricultural-organisation provisions and Federal Law No. 193-FZ.
| Form | Main issue | Separate guide |
|---|---|---|
| Ordinary production cooperative | Law No. 41-FZ, charter and general insolvency rules | Subject of this page |
| Agricultural cooperative | Agricultural status and production seasonality | Agricultural organisation insolvency |
| Consumer cooperative | Non-profit form and additional contributions | Consumer cooperative insolvency |
| Housing cooperative | Member savings, homes and individual rights | Housing cooperative insolvency |
Assets and Member Shares
Article 13 of Federal Law No. 41-FZ provides that the cooperative is liable with all property it owns. The estate ordinarily includes its real estate, equipment, cash, inventory, vehicles, intellectual property and receivables. A member’s personal property does not enter the estate merely because of membership.
A member share represents participation rights but does not permit removal of a particular machine, building or cash ahead of creditors. Share-value payments on withdrawal, profit distributions and member transactions are reviewed against the charter, accounts, timing and avoidance rules.
Member Liability
Federal Law No. 41-FZ provides for subsidiary member liability in the manner established by the charter. This differs from an ordinary company but does not dispense with proof. The court examines the charter applicable at the relevant time, the scope and procedure of liability, the primary debt, demand against the cooperative and insufficiency of cooperative assets.
What Is Examined
- Corporate register extract, charter and general-meeting minutes.
- Share and indivisible funds, accounts and membership register.
- Real estate, equipment, inventory, receivables and security.
- Member payments, returned shares, profits and related-party transactions.
- The onset of distress and management conduct.
- Grounds against members, chair and other controlling persons.
Action Plan
| Party | Action | Evidence |
|---|---|---|
| Creditor | Prove the primary debt and lodge the claim on time | Agreement, acts, calculation and judgment |
| Member | Review charter liability and share accounting | Charter, admission, share records and minutes |
| Manager | Transfer records and assets; do not remove value | Accounts, registers, access credentials and contracts |
| Practitioner | Inventory assets and review transactions and controllers | Registers, bank statements, minutes and primary records |
Frequently Asked Questions
Is a member liable with all personal property?
Not automatically. The statutory and charter scope must be established for the specific claim.
May a member withdraw a share before creditors are paid?
Member payments may not evade creditor priority and can be reviewed or avoided.
Is an indivisible fund excluded from the estate?
An internal fund label alone does not exclude cooperative property. Title and special restrictions must be checked.
Is the chair personally liable?
Not automatically by office. Damages or controlling-person liability require proven conduct, control and causation.
Official Sources
Cooperative Not Paying Its Debts?
We can assess the form, assets, charter and claim grounds without promising a predetermined result.
Initial consultation