Diritto tributario e societario

Riforma del Terzo settore – Disciplina civilistica – Decreto correttivo

In attuazione della delega contenuta nella L. 6.6.2016 n. 106, il DLgs. 3.7.2017 n. 117 (codice del Terzo settore) ha istituito, nell’ambito del settore non profit, il c.d. “Terzo settore”.

Il codice individua i soggetti e le condizioni necessarie per rientrare in questa nuova categoria, delinean­do in modo specifico i vincoli “civilistici” che detti enti devono rispettare, nonché la disciplina fiscale specifica.

 

L’adesione al Terzo settore è, in linea di principio, facoltativa per gli enti individuati. L’accesso pre­suppone:

  • da un lato, il rispetto delle disposizioni di natura “civilistica” contenute nel DLgs. 117/2017 (es. contenuto dell’atto costitutivo, regole su amministrazione, controllo e revisione);
  • dall’altro, l’iscrizione nell’istituendo Registro unico nazionale del Terzo settore (RUNTS).

 

In presenza di tali requisiti, gli enti potranno beneficiare delle favorevoli misure previste dal DLgs. 117/2017.

Gli enti che non saranno in possesso di tali requisiti saranno esclusi dal DLgs. 117/2017 e appli­cheran­no la disciplina civilistica e fiscale ordinaria residua (es. TUIR, L. 16.12.91 n. 398).

Decorrenza

Il DLgs. 117/2017 è entrato in vigore il 3.8.2017 (giorno successivo a quello della sua pubblicazione sulla G.U. 2.8.2017 n. 179).

Peraltro, numerose disposizioni dello stesso non sono immediatamente applicabili necessitando di provvedimenti attuativi. In dipendenza di ciò è fissata una decorrenza scaglionata per alcune disposizioni, specie per quelle di natura fiscale, che saranno esaminate in una successiva circolare.

Decreto correttivo

In attuazione dell’art. 1 co. 7 della L. 106/2016, che riconosce al Governo la possibilità di emanare disposizioni integrative e correttive dei decreti attuativi della riforma del Terzo settore, è stato ema­nato il DLgs. 3.8.2018 n. 105 recante, appunto, disposizioni integrative e correttive del DLgs. 117/2017.

Le disposizioni del DLgs. 105/2018 sono entrate in vigore l’11.9.2018 (giorno successivo a quello della sua pubblicazione sulla G.U. 10.9.2018 n. 210).

 

Di seguito si riepilogano i principali aspetti di natura civilistica della nuova disciplina del Terzo settore, tenendo conto delle disposizioni integrative e correttive.

2 nozione di enti del terzo settore

Sono considerati enti del Terzo settore (ETS), se iscritti nel RUNTS:

  • le organizzazioni di volontariato,
  • le associazioni di promozione sociale,
  • gli enti filantropici,
  • le imprese sociali, incluse le cooperative sociali,
  • le reti associative,
  • le società di mutuo soccorso,
  • le associazioni, riconosciute o non riconosciute,
  • le fondazioni,
  • gli altri enti di carattere privato diversi dalle società,

 

costituiti per il perseguimento, senza scopo di lucro, di finalità civiche, solidaristiche e di utilità so­cia­le mediante lo svolgimento di una o più attività di interesse generale in forma di azione volon­ta­ria o di erogazione gratuita di denaro, beni o servizi, o di mutualità o di produzione o scambio di beni o servizi.

Esclusioni

Non sono ETS:

  • le Amministrazioni Pubbliche;
  • le formazioni e le associazioni politiche;
  • i sindacati;
  • le associazioni professionali e di rappresentanza di categorie economiche;
  • le associazioni di datori di lavoro;
  • gli enti sottoposti a direzione e coordinamento o controllati dai suddetti enti (ad esclusione dei soggetti operanti nel settore della protezione civile);
  • le fondazioni di origine bancaria di cui al DLgs. 153/99.

Enti religiosi riconosciuti

Il codice del Terzo settore si applica agli enti religiosi civilmente riconosciuti limitatamente allo svol­gimento delle attività di interesse generale, in presenza di particolari condizioni.

3 attività degli enti del terzo settore

3.1 attività di interesse generale

Gli ETS (diversi dalle imprese sociali) esercitano in via esclusiva o principale una o più attività di interesse generale per il perseguimento, senza scopo di lucro, di finalità civiche, solidaristiche e di utilità sociale.

 

Si considerano attività di interesse generale quelle aventi ad oggetto:

  • interventi e servizi sociali e interventi, servizi e prestazioni per l’assistenza delle persone handicap­pate o con disabilità grave prive del sostegno familiare;
  • interventi e prestazioni sanitarie;
  • prestazioni socio-sanitarie;
  • educazione, istruzione e formazione professionale, nonché le attività culturali di interesse sociale con finalità educativa;
  • interventi e servizi finalizzati alla salvaguardia e al miglioramento delle condizioni dell’am­bien­te e all’utilizzazione accorta e razionale delle risorse naturali, con esclusione dell’at­tività, esercitata abitualmente, di raccolta e riciclaggio dei rifiuti urbani, speciali e pericolosi, nonchè alla tutela degli animali e prevenzione del randagismo;
  • interventi di tutela e valorizzazione del patrimonio culturale e del paesaggio;
  • formazione universitaria e post-universitaria;
  • ricerca scientifica di particolare interesse sociale;
  • organizzazione e gestione di attività culturali, artistiche o ricreative di interesse sociale, in­clu­­se attività, anche editoriali, di promozione e diffusione della cultura e della pratica del volon­tariato e delle attività di interesse generale;
  • radiodiffusione sonora a carattere comunitario;
  • organizzazione e gestione di attività turistiche di interesse sociale, culturale o religioso;
  • formazione extra-scolastica, finalizzata alla prevenzione della dispersione scolastica e al suc­cesso scolastico e formativo, alla prevenzione del bullismo e al contrasto della povertà edu­cativa;
  • servizi strumentali ad ETS resi da enti composti in misura non inferiore al 70% da enti del Ter­zo settore;
  • cooperazione allo sviluppo;
  • attività commerciali, produttive, di educazione e informazione, di promozione, di rap­presen­tanza, di concessione in licenza di marchi di certificazione, svolte nell’ambito o a favore di filiere del commercio equo e solidale;
  • servizi finalizzati all’inserimento o al reinserimento nel mercato del lavoro dei lavoratori e delle persone svantaggiate;
  • alloggio sociale, nonché ogni altra attività di carattere residenziale temporaneo diretta a soddisfare bisogni sociali, sanitari, culturali, formativi o lavorativi;
  • accoglienza umanitaria ed integrazione sociale dei migranti;
  • agricoltura sociale;
  • organizzazione e gestione di attività sportive dilettantistiche;
  • beneficenza, sostegno a distanza, cessione gratuita di alimenti o prodotti di cui alla L. 19.8.2016 n. 166 o erogazione di denaro, beni o servizi a sostegno di persone svantaggiate o di attività di interesse generale;
  • promozione della cultura della legalità, della pace tra i popoli, della nonviolenza e della difesa non armata;
  • promozione e tutela dei diritti umani, civili, sociali e politici, nonché dei diritti dei consumatori e degli utenti delle attività di interesse generale, promozione delle pari opportunità e delle inizia­tive di aiuto reciproco, incluse le banche dei tempi, e i gruppi di acquisto solidale;
  • cura di procedure di adozione internazionale;
  • protezione civile;
  • riqualificazione di beni pubblici inutilizzati o di beni confiscati alla criminalità organizzata.

3.2 attività diverse

Gli ETS possono esercitare anche attività diverse da quelle di interesse generale, a condizione che:

  • l’atto costitutivo o lo statuto lo consentano;
  • tali attività siano secondarie e strumentali rispetto a quelle di interesse generale, sulla base di criteri e limiti che saranno definiti con un successivo decreto ministeriale.

 

Il carattere secondario e strumentale di tali attività è documentato dall’organo di amministrazione, a seconda dei casi:

  • nella relazione di missione;
  • o con annotazione in calce al rendiconto per cassa;
  • oppure nella nota integrativa al bilancio (art. 13 co. 6 del DLgs. 117/2017, come modificato dal DLgs. 105/2018).

3.3 attività di raccolta fondi

Gli ETS possono realizzare attività di raccolta fondi, intendendosi per tale il complesso delle at­ti­vi­tà ed iniziative poste in essere da un ente del Terzo settore al fine di finanziare le proprie attività di interesse generale, anche attraverso la richiesta a terzi di lasciti, donazioni e contributi di natura non corrispettiva.

3.4 destinazione del patrimonio dell’ente

Il patrimonio degli ETS è utilizzato per lo svolgimento dell’attività statutaria ai fini dell’esclusivo perseguimento di finalità civiche, solidaristiche e di utilità sociale.

Divieto di distribuzione degli utili

È vietata la distribuzione, anche indiretta, di utili ed avanzi di gestione.

4 principali novità civilistiche

Nell’intento di dare soluzione a questioni non disciplinate dal codice civile, che, frequentemente, ven­gono rimesse a previsioni statutarie o a norme speciali per determinate categorie di enti, il codice del Terzo settore detta una disciplina civilistica uniforme, valevole per tutti gli ETS.

Di seguito sono riepilogate le novità di maggior rilievo.

Decorrenza

Le disposizioni aventi natura civilistica sono operative dal 3.8.2017, con obbligo, per gli enti già costituiti, di adeguare i propri atti costitutivi e statuti entro i successivi 24 mesi, quindi entro il 3.8.2019 (termine così prorogato dal DLgs. 105/2018, rispetto al precedente termine del 3.2.2019).

Entro tale termine, gli statuti possono essere modificati utilizzando le modalità e le maggioranze previste per le deliberazioni dell’assemblea ordinaria, al fine:

  • di adeguarli alle nuove disposizioni inderogabili;
  • oppure di introdurre clausole che escludono l’applicazione di nuove disposizioni derogabili mediante specifica clausola statutaria.

4.1 Redazione e deposito del bilancio d’esercizio

Gli ETS sono obbligati a redigere il bilancio d’esercizio (composto da stato patrimoniale, ren­di­con­to gestionale e relazione di missione); se le entrate sono inferiori a 220.000,00 euro, può essere redatto solo il rendiconto per cassa (art. 13 del DLgs. 117/2017, come modificato dal DLgs. 105/2018).

I suddetti bilanci devono essere redatti secondo modelli che saranno predisposti con decreto del Ministro del Lavoro e delle Politiche sociali.

Gli ETS che esercitano la propria attività esclusivamente o principalmente in forma di impresa commerciale hanno l’obbligo di tenere le scritture contabili e redigere il bilancio nelle forme pre­viste dal codice civile in relazione alle dimensioni dell’ente.

Deposito del bilancio

Il bilancio deve essere depositato:

  • per gli ETS che esercitano la loro attività esclusivamente o principalmente in forma di impre­sa commerciale, presso il Registro delle imprese;
  • per gli ETS non esercenti attività commerciale, presso il RUNTS.

4.2 Redazione e deposito del bilancio sociale

Per gli ETS con ricavi e altre entrate superiori a un milione di euro, è introdotto l’obbligo di redigere il bilancio sociale, depositarlo presso il RUNTS e pubblicarlo sul proprio sito Internet.

Tutti gli altri ETS, ancorché non obbligati, possono redigere il bilancio sociale, soprattutto qualora intendano documentare e testimoniare l’impatto sociale delle proprie attività di interesse generale.

Trasparenza sui compensi erogati

Per gli ETS con entrate superiori a 100.000,00 euro annui è fatto obbligo di pubblicare annual­men­te e tenere aggiornati nel proprio sito Internet eventuali emolumenti o compensi a qualsiasi titolo attribuiti ai componenti dell’organo di amministrazione e controllo, ai dirigenti e agli associati.

4.3 Tenuta dei libri sociali

Gli ETS devono tenere:

  • il libro degli associati o aderenti e il libro delle adunanze e delle deliberazioni delle as­sem­blee, in cui devono essere trascritti anche i verbali redatti per atto pubblico (tenuti a cura dell’or­gano di amministrazione);
  • il libro delle adunanze e delle deliberazioni dell’organo di amministrazione, dell’organo di con­­trollo e di eventuali altri organi sociali (tenuti a cura dell’organo cui si riferiscono).

4.4 disposizioni comuni per associazioni e fondazioni

Gli artt. 20 – 31 del DLgs. 117/2017 (come modificati dal DLgs. 105/2018) introducono disposizioni specifiche per tutti gli ETS costituiti in forma di associazione, riconosciuta o non riconosciuta, o di fondazione. Tra le più rilevanti si segnalano le seguenti:

  • previsione di un procedimento semplificato per il riconoscimento della personalità giuridica mediante iscrizione nel RUNTS (tale procedimento è alternativo a quello previsto dal DPR 10.2.2000 n. 361, tuttora operativo);
  • sospensione della personalità giuridica acquisita mediante l’iscrizione nei registri delle persone giuridiche, durante il periodo di iscrizione al RUNTS;
  • necessità, per l’acquisto della personalità giuridica, di un patrimonio minimo non inferiore, per le associazioni, a 15.000,00 euro e, per le fondazioni, a 30.000,00 euro;
  • previsione di limiti alla raccolta di deleghe in assemblea;
  • definizione di una responsabilità a carico degli amministratori improntata a quella degli amministratori di spa, senza distinzione tra associazioni riconosciute e non;
  • obbligo di nomina di un organo di controllo, qualora vengano superati per due esercizi conse­cutivi due dei seguenti limiti: 1) totale attivo stato patrimoniale: 110.000,00 euro; 2) ricavi, rendite, proventi, altre entrate comunque denominate: 220.000,00 euro; 3) dipendenti occupati in media durante l’esercizio: 5 unità;
  • obbligo di nomina di un revisore legale o di una società di revisione, oppure di attribuire all’or­gano di controllo la revisione legale dei conti, qualora vengano superati per due esercizi consecutivi due dei seguenti limiti: 1) totale attivo stato patrimoniale: 1.100.000,00 euro; 2) ricavi, rendite, proventi, altre entrate comunque denominate: 2.200.000,00 euro; 3) dipendenti occupati in media durante l’esercizio: 12 unità.

 

Tra le associazioni, il codice del Terzo settore definisce le organizzazioni di volontariato (ODV) e le associazioni di promozione sociale (APS).

Organizzazioni di volontariato

Le organizzazioni di volontariato (ODV) sono associazioni (riconosciute o non) composte da un numero non inferiore a 7 persone fisiche o a 3 organizzazioni di volontariato, per lo svolgimento prevalentemente in favore di terzi di una o più attività di interesse generale, avvalendosi in modo prevalente dell’attività di volontariato dei propri associati o delle persone aderenti agli enti associati.

Associazioni di promozione sociale

Le associazioni di promozione sociale (APS) sono associazioni (riconosciute o non) composte da un numero non inferiore a 7 persone fisiche o a 3 associazioni di promozione sociale, per lo svolgi­mento in favore dei propri associati, di loro familiari o di terzi di una o più attività di interesse generale, avvalendosi in modo prevalente dell’attività di volontariato dei propri associati o delle persone aderenti agli enti associati.

Obbligo di ricostituzione del numero minimo di associati

Il DLgs. 105/2018 ha disposto che il numero minimo degli associati nelle ODV e APS deve essere mantenuto per tutta la vita dell’ente; nel caso in cui diventi inferiore, deve essere ricostituito entro un anno, trascorso il quale l’ODV o l’APS è cancellata dal RUNTS se non formula richiesta di iscrizione in un’altra sezione del medesimo.

5 registro unico nazionale del terzo settore

Uno dei presupposti per rientrare nel Terzo settore è costituito dall’iscrizione nel Registro unico nazionale del Terzo settore (RUNTS).

Il RUNTS sarà costituito presso il Ministero del Lavoro e delle Politiche sociali, con sedi presso le Regioni e le Province autonome.

5.1 Suddivisione in sezioni del RUNTS

Il RUNTS si compone delle seguenti sezioni:

  • organizzazioni di volontariato;
  • associazioni di promozione sociale;
  • enti filantropici;
  • imprese sociali, incluse le cooperative sociali;
  • reti associative;
  • società di mutuo soccorso;
  • altri enti del Terzo settore.

 

Di regola, ogni ETS può essere iscritto solo in una delle predette sezioni.

5.2 iscrizione nel RUNTS

L’iscrizione nel RUNTS può avvenire:

  • su iniziativa dell’ente, tramite il suo rappresentante legale;
  • oppure in modo automatico per le organizzazioni di volontariato e le associazioni di pro­mo­zione sociale già iscritte nei registri locali prima dell’istituzione del RUNTS.

 

In entrambi i casi è prevista una fase di controllo circa il possesso dei requisiti previsti dal codice del Terzo settore.

5.3 istituzione del RUNTS

Il RUNTS non è stato ancora istituito.

La sua operatività, che non dovrebbe realizzarsi prima del 2019, è subordinata:

  • all’emanazione di un apposito decreto del Ministero del Lavoro e delle Politiche sociali e dei provvedimenti attuativi delle Regioni e delle Province autonome;
  • alla predisposizione della struttura informatica necessaria.

Disciplina transitoria

Fino all’operatività del RUNTS continuano ad applicarsi le norme previgenti ai fini e per gli effetti derivanti dall’iscrizione degli enti nei Registri delle ONLUS, delle organizzazioni di volontariato, delle associazioni di promozione sociale e delle imprese sociali che si adeguano alle disposizioni del DLgs. 117/2017 entro il 3.8.2019 (24 mesi dalla data della sua entrata in vigore).

 

Nelle more dell’istituzione, il requisito dell’iscrizione al RUNTS si intende soddisfatto da parte degli ETS attraverso la loro iscrizione ad uno dei registri attualmente previsti dalle normative di settore.

 

Limitatamente alle APS e alle ODV, la circ. Ministero del Lavoro 29.12.2017 n. 12604 ha precisato che, per l’iscrizione negli attuali registri:

  • gli enti che si costituiscono dopo il 3.8.2017 devono conformarsi alle disposizioni del codice del Terzo settore purché queste siano applicabili in via diretta ed immediata (sono tali le disposizioni che non presentano un nesso di diretta riconducibilità all’istituzione ed all’ope­ratività del RUNTS o all’adozione di successivi provvedimenti attuativi come, ad esempio, i limiti patrimoniali minimi per il riconoscimento della personalità giuridica);
  • gli enti già costituiti prima della predetta data devono adeguare gli statuti entro il predetto termine del 3.8.2019.

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