Article under construction

Expand content

Collapse content

Affiliation is, definition

Affiliation is affiliation, to another, larger, related enterprise as a branch.

Affiliation is impact, impact on the activities of the company, firm.

Affiliation is cooperative activity, support.

Affiliation is a filter (a kind of Duncan Macleod), aimed at removing from the search result sites of the same webmaster promoting the same information, given out with the same request.

Affiliation is fight against search results.

Affiliation in Yandex

Origin of the term affiliation

The concept “affiliate” comes from the Latin “affiliatus”, which means “to adopt, to adopt”. In Russian, the concept of "affiliate" has been actively used since the end of the last century.

Affiliate network - branch network, partner network, regional network. Affiliate is a licensed one, which is intended for organizations with a branched structure. Affiliated company - a subsidiary company, a subsidiary company, a controlled company, a member company. Affiliated persons are individuals or individuals who can influence the activities of other persons engaged in entrepreneurship. For example, according to the law, affiliates for a legal entity are members of the supervisory board, board of directors, and so on.

Affiliated company

Affiliated company as follows from primary meaning the word affiliate is a company that is dependent on another company. An affiliate company is a controlled company, that is, a company participating in a joint business is not completely free in its actions. Referring to the etymology of the concept makes it possible to assume about the substantive relationship of concepts and phenomena denoted by the words "affiliated company" and "associated company".

The difficulties in use stem from a possible and permissible broad interpretation of an affiliated company as being related in some way to another company. At the same time, its narrow definition is a company in which another company has a minority interest, that is, in its ownership - less than 50

Affiliated company rights and obligations

The parent and subsidiary organizations are linked to each other by a common economic activities... In addition, the parent company holds the final word. Responsibility for wrong management decision lies on both sides. At the same time, both organizations are not responsible for each other: if, for example, an affiliated controlled company goes bankrupt, then the parent organization does not bear subsidiary responsibility for this.

How to manage an affiliated company

In total, there are three ways of a controlled company:

General manager. The parent organization itself appoints a manager who makes decisions alone and can, at his discretion, dispose of property, which is 25% of the total book value. In this case, the head is fully responsible for the results of the activities of the affiliated company and their compliance with the managers of the parent organization. Scheme involving general director most common.

Collegiate body. The board meeting and the chairman of the board are appointed. This form has its advantages (for example, it is easier to solve challenging tasks collective mind), however, in Russian Federation not very common: authoritarianism is in vogue in our country. The collegial body has interesting feature: it should include approximately equal proportions of representatives of the parent organization and the leading subsidiary firm.

Management organization. Most often, the parent organization itself acts as the manager and makes all decisions for the "daughter". However, this form of management is fraught with danger: the parent company is liable for the losses of the subsidiary. Any shareholder of the subsidiary who owns at least one percent of the shares can submit a claim to the management company. The way out, which many parent organizations resort to: the creation of two companies - directly the manager and himself. The manager is allocated a minimum (10 thousand under Russian law) - this amount is limited.

Affiliates

Affiliated Websites

Affiliate sites are a group of resources of one owner and one subject, with the goal of occupying several places in the search results on the first page of search results. An affiliate filter is a filter that greatly underestimates the positions of all sites of a group of affiliates, leaving one in the top ten - the most relevant (although there are exceptions for some queries).

This filter is applied both automatically by a signal from search robots and manually by a complaint from users (most often competitors). A feature of this filter can be called its operating principle. Unlike other filters "You are the last", "You are Spam", "Link Boom", "For PF cheating", etc. excludes (or underestimates the position) sites from the search results immediately at the time of the formation of the issue.

How to avoid affiliation

The best recommendation in this case is to concentrate efforts on promoting the main site, create and promote one site for one subject in one region. If there is a need to promote a group of sites with the same topic, it is important not to allow the intersection of search queries and try to avoid coincidence of risk factors from the above table: register domains for different persons, in different time, create unique designs, structure and content, add variety to the list of services, contact information, etc.

How to check sites for affiliation

Determining site affiliation using KeyCollector

How to beat an affiliate filter

You can remove the site from the filter only by eliminating the reasons for its imposition, and there are many of them. Almost every self-respecting SEO will say: "Each case is individual and there is no standard solution," but I will try to give general recommendations... First, you need to try to minimize site coincidences, monotonously righting point by point from the table of “factors affecting the imposition of an affiliate filter.” And when you have already “done everything you could”, write to Yandex technical support, documenting your case ( best from two organizations, if possible).

Verification of affiliation and interdependence is necessary in order to avoid risks in civil law relations, as well as tax risks associated with the recognition of a relationship with a counterparty as an unjustified tax benefit.

The concept of affiliated and interdependent persons

Affiliates

Individuals and legal entities capable of influencing the activities of legal entities and (or) individuals carrying out entrepreneurial activity(Article 4 of the Law of the RSFSR of 22.03.1991 N 948-1 (as amended on 26.07.2006) "On competition and restriction of monopolistic activity in commodity markets").

Based on article 53.2 of the Civil Code of the Russian Federation, if the offensive legal implications depends on the presence of relationships between persons, the presence or absence of such relationships is determined by law. But the Tax Code operates with the concept of "interdependence".

According to article 105.1 of the Tax Code of the Russian Federation, interdependence means:

• organizations in the event that one organization directly and (or) indirectly participates in another organization and the share of such participation is more than 25%;
• an individual and an organization if such an individual directly and (or) indirectly participates in such an organization and the share of such participation is more than 25 percent;
• organizations in the event that the same person directly and (or) indirectly participates in these organizations and the share of such participation in each organization is more than 25 percent;
• organization and person (including an individual together with his interdependent persons having the authority to appoint (elect) the sole executive body of this organization or appoint (elect) at least 50 percent of the composition of the collegial executive body or the board of directors (supervisory board) of this organization;
• organizations whose sole executive bodies or at least 50 percent of the composition of the collegial executive body or the board of directors (supervisory board) of which are appointed or elected by the decision of the same person;
• organizations in which more than 50 percent of the composition of the collegial executive body or the board of directors (supervisory board) is the same individuals together with related persons;
• an organization and a person exercising the powers of its sole executive body;
• organizations in which the powers of the sole executive body are exercised by the same person;
• organizations and (or) individuals if the share of direct participation of each previous person in each subsequent organization is more than 50 percent;
• individuals in the event that one individual is subordinate to another individual by official position;
• an individual, his / her spouse, parents (including adoptive parents), children (including adopted children), full and half brothers and sisters, guardian (curator) and ward.

At the same time, the signs of affiliation and interdependence include both direct and indirect participation of one organization in another.

Example of direct participation

An example of indirect participation

Therefore, to check affiliation, you need to make sure not only direct, but also indirect participation of one organization in another.

Why is affiliation checked?

Affiliations and interdependencies need to be checked for many reasons.

• First, the affiliation check allows you to establish relationships between participants major projects, transactions requiring approval, which allows you to reduce the risk of increased costs or "diversion" of funds to affiliated companies.
• Secondly, knowing about the affiliation of persons, it is possible to identify various fraudulent schemes, signs of unfairness in the implementation of transactions.
• Third, interdependence is a sign of an unjustified tax benefit. For such transactions, you will have to prove the pricing, use the pricing methods provided for by tax legislation.
• Fourth, litigation and penalties can be avoided. For example, tax authorities can check the correspondence of prices for transactions between related parties at current market prices. If, as a result of the check, an undervaluation is found, then taxes will be charged additionally, as if the transaction price was the market price, similar to the prices for transactions between companies that are not interdependent.

Example

In the Ruling of the Supreme Court of the Russian Federation of July 22, 2016 N 305-KG16-4920 in case N, the court considered the case of additional tax assessment on a transaction between related parties, and came to the conclusion about non-market pricing. The company on the basis of the contract dated 05.04.2011 N 05/04/2011 by the taxpayer in favor of the limited liability company "Dubovets" transferred the ownership of the building at a price of 9,440,000 rubles. Also, similar agreements were concluded in relation to other real estate objects, which were sold to the limited liability company of the same name " Business center Minaevsky "at a price of 950,000 rubles, to the limited liability company" Stroitel ", at a price of 710,000 rubles. The tax inspectorate conducted an examination and found out that on the date of the transaction, the value of the property was 273,656,000 rubles, instead of 9,440,000 rubles applied by the parties to the transaction.

How to check a counterparty for affiliation?

Checking a counterparty for affiliation is not an easy task, because a company can hide its connections. And the employees of the company themselves do not always know that the CEO or founder simultaneously founded another company and is making deals.

Many companies use the assurance mechanism, when a clause stating that the firm has no affiliates is included in the contract, but such a clause does not 100% guarantee that the counterparty will provide reliable information.

The most common check option is checking on the Internet by indirect signs, as well as checking according to the Unified State Register of Legal Entities posted on the website of the Federal Tax Service Inspectorate, which can be found by the name or TIN of the company. But the disadvantage of this method of checking counterparties is that it is not easy to find out all affiliated companies from open sources, because such sources, as a rule, are not published.

It's easier to check the counterparty through. The service automatically determines the risk factors of a particular company. For example, we want to conclude an agreement with a limited liability company. Through the search bar we find the right company, open her card and go to the "Risk Factors" section.

One of the factors that we see is the “mass founder”. Such risks are not always the determining factors, because of which it is worth terminating the contract or abandoning the transaction. However, you should pay attention to this and check it additionally.

Mass registration address, mass founder and leader - these are some of the main signs by which tax authorities define "one-day". Cooperation with such firms is fraught with charges for the company of obtaining unjustified tax benefits and additional charges of income tax and VAT. A person can be a mass founder in 50 companies and a possible founder in 3 more. Possible participation shows just indirect participation, that is, indirect affiliation.

In addition, you can check affiliation by knowing the last name, first name and patronymic of the CEO or company member. To do this, in Casebook it is convenient to use search by person. The system will show in which organizations this person is the founder and CEO.

Thus, it is easy enough to calculate affiliated companies by name or specific person. You can also check top managers or board members. Such verification may be necessary when making an important decision on the acquisition of assets, the purchase of a company and the due diligence of the transaction.

For additional security in the service, you can study previously operating companies in which a certain person was a director or founder. Such a check allows you to trace the history of this person's participation in various companies, see why certain persons were closed and what problems they had.

There are other services for checking affiliation and looking for risk factors. The uniqueness is that in a few clicks you can not only check related companies, but also assess the judicial prospects for working with a particular counterparty, the number of arbitration and SOY cases, that is, conduct a deeper check.

Very often in the professional environment you can hear such a legislative term as "affiliate". What is this term and who can usually be called such a term in the legal field, we will consider in the article.

The concept of "affiliate": what is it and where did it come from?

First, let's figure out what the term “affiliated” means and to whom it can be addressed. In colloquial speech, this adjective practically does not occur, so most people simply do not know what it is about. However, often this word can be heard on the news or analytical articles when it comes to fraud in the economic or legal sphere, as well as operations in these planes that are obscure to an ordinary citizen. You can often hear about affiliated persons 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 to "link" or "connection".

Thus, we see that the word "affiliated" in translation into colloquial Russian means associated or daughter.

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

As we understand it, an affiliated object is one on which the activities of others, less significant, depend. Now let's consider what this concept is from the point of view of law.

Who can be an affiliate or company?

So, from a legal point of view, an affiliate is a person, or an organization that able to directly influence to work for another legal entity, be it a large company or an individual entrepreneur.

This can also be considered by companies, and not only subsidiaries, but also those structures that have the right to manage the activities of other companies and legal organizations.

In the Russian tax code, this concept itself does not exist, but it was replaced by a more understandable name - interdependent person.

Who is considered to be an affiliate: a list of persons 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 with 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 or more percent of shares or capital (it should be noted that affiliation is a two-way process);
• if the company is part of a financial or industrial group, then this is the guide for this group.

In the case of individual entrepreneurs, affiliates are:

• those persons who belong to the same group of persons with the entrepreneur;
• a company or firm in which the entrepreneur has a share or part of the authorized capital in the amount of more than twenty percent.

Affiliate group: who are they and who can be part of it?

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

• can control more than half of the votes in the company's shares or more than half of its share;
• solely manage the given company or structure;
• have the right to give instructions requiring unquestioning implementation;
• represent most of the observational and executive staff management body of the company;
• have the right to appoint or elect a nominee head 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 the members of one or another 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 data about affiliates?

According to the legislation, which is devoted to the problems of monopolization, joint stock companies are required to provide such lists the authorities. Such a report is required both before government agencies and 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, then such phenomena may appear as:

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

If such a process is uncontrollable, then this leads to the destruction of entire markets, and at a very different level. In the Russian Federation, such records are kept 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 one. So, an affiliate site is the 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 eventually lead the user to the site that is being promoted.

As you can see, when explaining the concept of affiliation, it becomes clearer and you can understand what your interlocutor means by mentioning some affiliated persons in a conversation or arguing about the presence of affiliated sites around some major resource on the Internet.

In civil law and in real life a relatively new phenomenon is affiliates. It is usually understood that these are private citizens or firms, companies (legal entities) that can influence individuals or legal entities engaged in commercial activities. Examples and a list of such persons are in this article.

If we proceed from the keyword “affiliated”, which is translated from English as “joining a larger, significant”, therefore, each person can be affiliated only in relation to another specific person. Moreover, both sides of such a relationship can be both individuals and companies. Therefore, in the general case, there are:

• affiliated citizens (including individual entrepreneurs);
• affiliated companies or individual entrepreneurs.

A party may be given such a characteristic if it can and, accordingly, has a strong influence on the commercial activities of the other party:

• economic;
• entrepreneurial;
• economic.

Thus, if a citizen, entrepreneur, or company can influence another party running another business, this is an example of affiliation. This refers precisely to the influence on the making of the most important commercial decisions:

• about sales;
• redistribution of income;
• on planning expenses;
• on the appointment of employees to key positions;
• about interaction with suppliers;
• about marketing policy and many others.

For legal entities

The specific list of such persons may vary depending on the specifics of the organization of enterprise management and the form of its ownership. V general view Company affiliates include the following:

1. Parties that are members of the management body of the company of a collegial (collective) nature. Usually it comes on the supervisory board, as well as on the board of directors of a public joint stock company. That is, any members of such structures directly influence the management of the company and participate in making the most important decisions - on reorganization, change economic policy, pricing, personnel issues and more.
2. Members of the executive body, including if it is represented by one employee - i.e. it is a one-man rule.
3. A firm in which the company in question has at least 20% of shares or a share in the capital is also at least 20%. In this case, we are talking about mutual affiliation, since both parties mutually influence each other and have corresponding business interests.
4. Management of financial and industrial groups. For example, often banks and manufacturing companies unite in such integrated groups for more effective interaction and quick decision-making. Of course, it is the top management who is directly involved in the development of these solutions and obliges both parties to act in accordance with them.
5. Persons who represent the executive bodies of such financial and industrial groups in one person.

Approaches to defining criteria for such persons are still being developed. In general, they can be formulated as follows:

• the ability to dispose of half of the votes (or more) while owning the corresponding number of shares;
• owning half of the share capital or b O a larger amount;
• company management (sole proprietorship);
• company management (collegial - for example, through the Board of Directors).

Video commentary on the topic:

For citizens

An individual citizen can also carry out commercial activities, and more recently, he can be registered not only as an individual entrepreneur, and not as a self-employed person (that is, he is looking for a job on his own, and there are no other employees on the staff).

In relation to him, affiliated persons are:

• private citizens belonging to the same group as the entrepreneur himself;
• a company in which this citizen has more than 20% of shares (voting) and / or more than 20% of the authorized capital.

Rights and obligations

Clear rights for such persons are not spelled out, since there is no need to reflect this aspect in the legislation. In practice, their rights are expressed in the ability to influence key decision-making. And among the responsibilities, the main one is that the firm itself must maintain and provide full list their affiliates to the territorial office of the FAS. The specific form of notification was developed by the same department, but it is advisory and not mandatory.

The affiliates themselves have the obligation to notify the company in writing with the provision of information about the shares or shares that they own. In this case, such a notification is received once within 10 calendar days from the date when the share was officially purchased.

Maintaining a list of participants

Each company is obliged to maintain a list of both all its members and specifically affiliated persons, as well as provide this data to the auditing authorities upon request. Usually a special employee is appointed who is responsible for the compilation and updating of this information. His responsibilities include:

• constant replenishment of the list with new information in compliance with the terms of their updating;
• storage of all accompanying documents (certificates of purchase of shares, contracts and others);
• interaction with interested and checking persons: provision of the requested information or a reasoned refusal with a written explanation of the reasons;
• other duties prescribed in the job description.

Usually, each company maintains a complete, i.e. an expanded list, which includes all members of the society. At the choice of the company itself, it is allowed to maintain selective lists, one of which is affiliated persons. At the same time, the classification of the parties is usually given in accordance with their share in the authorized capital.

Typically, the list of persons is listed in a document with the appropriate title, which includes the following sections:

1. Full list of participants, current as of the reporting date.
2. Data on the share of each participant.
3. A magazine where all these persons are listed by surname (in alphabetical or other order).
4. The journal, which reflects the movement of all incoming correspondence.
5. Registered persons (legal entities and individuals, including holders of pledges).
6. Other journals required for document flow registration.

Liability of Affiliated Persons

It is interesting that the very qualification of an activity as an affiliation, i.e. actually influence the adoption of important economic relations, is not given in either the Tax or the Civil codes. Therefore, strictly speaking, neither cooperation of activities, nor close interaction are illegal acts, since the very element of mutual participation cannot be considered illegal.

Thus, only the Federal Law "On Protection of Competition" can be taken into account, but it contains only general information on illegal methods of combating economic competition:

• abuse of leading economic position;
• illegal restrictions on competition, etc.

Therefore, we can say that even at the legislative level, strict criteria for an affiliate and his activities as such have not been developed. Therefore, you need to be guided mainly judicial practice for similar cases.

According to the current law in our country, an affiliate is a status under which both legal entities and individuals can fall. The beginning is taken in English terminology. In translation " affiliate"Has the same meaning as our verb" attach "or" bind ". However, there is some difference between the European understanding of this term and Russian.

RF legislation

In contrast to the understanding accepted in Europe, according to Russian law, affiliated companies are those organizations that have the ability to manage other legal entities as well as subsidiaries. Because of this, you can often come across the term "related" companies. It is included in the Tax Code, Art. 20 and Art. 105. There the persons are called not affiliated, but interrelated.

A more complete explanation of what affiliates are can be found in Law 948-1. Also, the concept has extensive coverage in regulations regulating the activities joint stock companies... Significant attention is paid to the rights of shareholders. An example is Federal Law 208 of December 26, 1995, which establishes a special procedure for carrying out transactions with affiliated persons, and also regulates the possibility of providing information about them. There are references to these subjects of legal relations in the legislation related to the market valuable papers(ФЗ-39 04/22/96) and municipal enterprises (ФЗ 161 11/14/2002).

You need to know that accounting also includes deciphering what affiliates mean. The definition was included in the Order of the Ministry of Finance No. 5n, which entered into force on 13.01.2000. All information about the operations carried out by persons related in this way is compulsorily entered into the accounting records of the enterprise. This is done in cases where affiliated organizations have significant influence or control over the entity.