Very often in a professional environment you can hear such a legislative term as “affiliated person”. What does it represent this term and who can usually be called by this term in the legal field, we will consider in the article.

The concept of “affiliated”: what is it and where did it come from?

First, let's figure out what the concept of “affiliated” itself means and to whom it can be addressed. This adjective practically never occurs in colloquial speech, so most people simply don’t know what it’s about. we're talking about. However, often this word can be heard in the news or analytical articles when it comes to fraud in the economic or legal sphere, as well as operations in these areas that are obscure to the average citizen. You can often hear about affiliates or legal companies, and even about affiliated Internet resources.

The word itself has Latin roots and originally referred to the word “son” (later the word “branch” was formed from this word), and later English version affiliate literally means “to attach something,” and the English noun affiliation translates as “connection” or “connection.”

Thus, we see that the word “affiliated” when translated into colloquial Russian means connected or subsidiary.

Since the word is not very common in Russian, it is often can be found different variants its Russian transcription, however, the form "affiliated" is the only correct one.

As we understand, an affiliated object is considered to be one on which the activities of other, less significant ones depend. Now let's look at what this concept is from a legal point of view.

Who can be an affiliate or company?

So, from a legal point of view, an affiliate is a person or organization that capable of having a direct impact for the work of another legal entity, be it a large company or an individual entrepreneur.

Companies can also think so, and not only subsidiaries, but also those structures that have the right to manage the activities of other companies and legal organizations.

This concept itself does not exist in the Russian tax code, but it has been replaced by a more understandable name - an interdependent person.

Who is considered an affiliate: list of personalities and structures

For a company or other organization that is considered a legal entity, affiliates are categories such as:

• sole managers, board of directors or supervisory structure;
• citizens who are in the same group as the organization itself;
• persons who own more than 20% of the shares of this structure or its authorized capital;
• a company in which the structure in question has 20 percent or more of shares or capital (it is worth noting that affiliation is a two-way process);
• if the company is part of a financial or industrial group, then this is the leadership of this group.

In the case of individual entrepreneurs, affiliated persons are:

• those persons who are included in the same group of persons as the entrepreneur;
• a company or firm in which the entrepreneur has a share or part of the authorized capital in an amount exceeding twenty percent.

Group of persons with an affiliate: who are they and who can be part of it?

When we listed who can act as affiliates of a legal entity or individual entrepreneur, the group of persons that the company or entrepreneur can be a member of was mentioned. So, the members of such a group in the case of an individual entrepreneur are his immediate relatives, including spouses, children, parents, brothers or sisters. But group members for a company are categories of persons who:

• can control more than half of the voting rights of the company's shares or more than half of its share;
• solely manage this company or structure;
• have the right to give instructions that require unquestioning execution;
• represent a large part of the observational and executive staff company management body;
• have the right to appoint or elect a nominee director of the company;
• take part in the selection of most of the members of the supervisory and executive staff of the company.

It is quite natural that members of a particular group can intersect and unite. For example, if two members of two different groups have big influence in the third group, but from a legislative point of view the first two groups should be considered as one.

Is there a need to provide information about affiliates?

According to the legislation that deals with the problems of monopolization, joint stock companies are required to provide such lists authorities. Such a report is required before government agencies, both to shareholders and for accounting reports.

Why is this accounting necessary? The fact is that in cases where some entrepreneurs are able to strongly influence commercial structures, phenomena such as:

• biased and inflated pricing;
• persecution of competing structures using non-market methods;
• formation of monopolies.

If such a process is uncontrolled, then this leads to the destruction of entire markets, and at very different levels. IN Russian Federation Such records are maintained by the Antimonopoly Service.

What is an affiliate site?

There is also the concept of an affiliated Internet resource. In this context, this concept means something slightly different than in the legal context. Thus, an affiliate site is a site that created for the purpose of promotion main It can also be called a doorway or satellite. Developers can create a huge number of affiliate resources, which will ultimately lead the user to the site that is being promoted.

As you can see, when explaining the concept of affiliation, it becomes more understandable and you can understand what your interlocutor means when mentioning certain affiliates in a conversation or talking about the presence of affiliated sites around some major resource on the Internet.

Affiliate is an organization or individual that is able to directly influence the activities economic company through its participation in capital or through membership in governing bodies.

In this case, a connection is established between persons in a property and organizational sense. All subsequent actions are carried out only with clear coordination.

The parties involved have a direct influence on each other, which subsequently affects the process of forming economic relations.

This term appeared as a result of the transition to a market economy in conditions of expanded and complicated economic ties between two economic entities. The following may be positioned as affiliates:

• high officials
• founders,
• shareholders,
• investors.

All of them can have a direct impact on the activities of the organization by participating in the management process. In most cases, the affiliate owns about ten percent of the firm's total available capital.

For legal and physical entities, the affiliate may not be identical. For example, in the first case, this may be a member of the supervisory board or any other management body. It may also be a person who exercises the powers of an executive body represented individually.

In addition, a person who belongs to the same group of persons as a specific legal entity can be called affiliated. If the founder has full rights to control twenty percent of the votes or provided that he is a direct participant in the financial-industrial group, this also allows him to be positioned as an affiliate.

For individuals affiliates can be persons who belong to a group that is identical to a particular physical object. Another option is a legal entity in which the entity is authorized to control a twenty percent number of votes. In this case, they must be voting shares or be authorized capital from the total share of the legal entity.

This term has wide application in business law. It is important to remember that affiliates have a responsibility to notify the public in writing of the shares being purchased, including the type and quantity. Moreover, this must be done within ten days after making their purchase. If this is not done, then as a result of such measures the company may face damage, which the affiliate undertakes to fully compensate. Any society must keep correct records of persons of this type. At the same time, this must be done in accordance with all norms of current legislation.

The concepts of affiliated persons and groups of persons define the non-identical degree of connections between individual entities from a legal point of view. The fact is that persons cannot constitute a single subject of law, while a group of persons has full legal personality. However, this does not apply to all business relations, but only to those that are directly related to the field of antimonopoly legislation.

Based on this, it is not difficult to conclude that affiliated persons can be positioned as a generic concept, and a group of persons - as a specific one.

Affiliation legal entities– this is a situation where two enterprises (or more) are dependent. That is, one company can provide significant influence to another in economic activity, which affects the nature of decisions made by a business entity.

Signs of affiliation of legal entities

Legislative regulation of the concept of affiliation is given in Art. 53.2 Civil Code of the Russian Federation, Art. 20, art. 105.1 of the Tax Code of the Russian Federation and the Law on Competition dated March 22, 1991 No. 948-1. The latest legal act defines affiliation in Art. 4, and clarifies that not only legal entities, but also citizens can be dependent.

In relation to enterprises, the following may be recognized as affiliated:

• Members of the company's supervisory board, representatives of a collegial or sole executive body.
• Members of the group of persons to which a particular company belongs.
• Holders of shares who have the right to participate in voting at general meetings, if the share of votes of such shareholders is at least 20%.
• Investors whose capital share is 20% or more.
• Affiliation of legal entities can occur if the company is a member of a financial-industrial group (financial-industrial group). In this situation, affiliated persons may be representatives of the management bodies of other companies participating in the financial industrial group.

For tax purposes, the concept of “related persons” is applied to affiliation. The following are recognized as such (clause 2 of Article 105.1 of the Tax Code of the Russian Federation):

• organizations that have a share of more than 25% in the capital of another company;
• legal entity and individual, if the individual owns more than 25% of the capital;
• several legal entities, with the participation of one of them in several companies, if its share in each of them is over 25%;
• legal entity and its director;
• the organization and the person authorized to appoint its leader, or half of the leadership;
• legal entities in which more than half of the management (board of directors) are the same citizens;
• several companies in which the same individual is appointed as the manager;
• several legal entities in which the first owns more than half of the capital of the second, the second, in turn, owns more than half of the capital of the third, etc.

The presence of signs of affiliation suggests that companies coordinate organizational or economic decisions with each other.

In relation to relationships between individuals, interdependence can manifest itself among relatives - for example, among married spouses, between an adopted child and his adoptive parent.

There is another option for dependence – labor dependence. What is affiliation officials- this is a situation where one individual is obliged to obey the decisions of another citizen within the framework of labor relations and the management hierarchy according to staffing table. This principle of dependence is voiced in Art. 20 Tax Code of the Russian Federation.

Affiliation of legal entities: consequences

Legislative regulation of relationships between affiliated persons is necessary to solve the following problems:

• prevention of economic collusion in the field of pricing and competition;
• preventing situations with the emergence of hidden monopolistic structures on the market.

The affiliation of legal entities can be verified by the Antimonopoly Service or tax authorities. In the fiscal system, identifying interdependent enterprises is necessary to assess the objectivity and economic feasibility of controversial business transactions. For example, the Federal Tax Service may challenge the legality of a purchase and sale transaction between affiliated parties if the price of the products sold turns out to be underestimated. Providing special benefits when collaborating with a dependent structure may also be outside the legal framework. Transactions made under such conditions may be declared invalid in court, as they entail an artificial decrease in tax liabilities and damage to the state budget.

The risks of affiliation of legal entities may manifest themselves in the company receiving services from an affiliated expert organization. In this situation, opponents of the company that used the services of such an expert can reasonably challenge the results expert opinion and demand a review of the case. The results of trading may also be declared invalid if affiliated persons take part in them. The basis may be the existence of a conspiracy between dependent enterprises, which led to a win for one of these companies. If the affiliation of legal entities is revealed, the evidence will be irrefutable, the results of the auction will be canceled, and the illegally winning enterprise will have to compensate for losses incurred by other participants.

The existence of interdependence between a debtor and his creditor may be grounds for a bankruptcy review. The reason is that the parties, by colluding, have the opportunity to create fictitious debt in order to obtain Money partner. This procedure infringes on the rights of other creditors.

The affiliation of legal entities can be checked free of charge on the Federal Tax Service website and other Internet services. Some sites provide the opportunity to explore the relationship between two counterparties, including analysis of transactions carried out with the participation of intermediaries. Other services allow you to view general characteristics of the counterparty of interest by name or TIN, for example:

• registration data;
• information about the founders;
• information about the executive body;
• presence or absence enforcement proceedings, arbitration cases;
• statistics of participation in government procurement;
• list of established organizations;
• data on inspections carried out at the enterprise and the number of violations identified;
• related institutions and trademarks.

Anyone can check the affiliation of legal entities on the Federal Tax Service website - to do this, you need to know the basic details of the counterparty. The services of the tax authority (for example, “]]> Information on state registration of legal entities, individual entrepreneurs, peasant farms ]]>”) will help identify unscrupulous business entities and detect “]]> mass founders ]]>”.

How to prove the affiliation of legal entities:

• search for information about companies in open sources of information, including the Federal Tax Service website;
• check data about the founders and their shares in other enterprises;
• study family ties between the managers and founders of cooperating firms;
• study the economic state of companies - this way you can identify the company’s financial dependence on another enterprise (this can be seen in the structure of purchases and sales, in the analysis of the customer base, in accounts receivable and payable).

Affiliated company is a company that is controlled by a larger parent organization. The concept of “affiliated company” also has synonyms that are closer to our ears, for example, branch or subsidiary. The concept of affiliation was borrowed from foreign law and began to be mentioned in Russian legislation in 1992.

By the way, the term “affiliated” is mentioned not only in relation to companies, but also in relation to individuals who are in official subordination.

The concept of an affiliated company

In Russian law, the concept of “affiliated company” is interpreted somewhat differently than in foreign law: while abroad only controlled companies are called affiliated companies, in domestic practice this term is also applicable to dominant organizations.

Such difficulties in interpretation are caused by the ambiguity of the concept itself. According to the most common interpretation, we can talk about affiliation when one of the companies has a minority interest (that is, less than 50% of the shares). The company with a majority of shares is the parent, and the company with a minority is the subsidiary. A subsidiary is always an affiliate. In a broader interpretation (which is accepted in Russia), the parent organization is also an affiliated organization.

Although the subsidiary company carries out its own economic activity, but is dependent on the mother in terms of definition economic policy. As a rule, affiliated firms are a consequence of the development of the main organization. The goals of creating affiliated companies may be to expand territorial representation and optimize the tax base.

Rights and obligations of an affiliated company

The parent and subsidiary organizations are related to each other by a common economic activity. In addition, the parent company has the final word. Responsibility for wrong management decision lies on both sides.

At the same time, both organizations are not responsible for each other’s debts: if, for example, an affiliated controlled company goes bankrupt, then the parent organization does not bear subsidiary liability for this.

Ways to run an affiliated company

There are three different ways to manage a controlled company:

1. General director. The parent organization itself appoints a manager who makes decisions alone and can, at its discretion, dispose of property amounting to 25% of the total book value. In this case, the manager bears full responsibility for the results of the activities of the affiliated company and their compliance with the forecasts of the managers of the parent organization. Scheme involving general director most common.

1. Collegial body. The meeting of the board and the chairman of the board are appointed. This form has its advantages (for example, it is easier to solve complex tasks collective mind), however, is not very common in Russia: in our country authoritarianism is in fashion. The collegial body has interesting feature: it should include approximately equal proportions of representatives of the parent organization and leading managers of the subsidiary company.

1. Managing organization. Most often, the parent organization itself acts as a manager and makes all decisions for the “daughter”. However, this form of leadership is fraught with danger: the parent company carries liability for losses of the subsidiary. Any subsidiary that owns at least one percent of the shares can make claims to the management company. The solution that many parent organizations resort to is the creation of two companies - the direct management company and the holding company itself. The manager is allocated a minimum statutory amount (10 thousand rubles according to Russian legislation) - her risk is limited to this amount.

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