The institution of affiliates is a fairly new phenomenon both in theoretical and practical terms. The article reveals the definition itself and the scope of its application.

Attention will also be paid to the accounting rules for this category, responsibility for their failure, as well as the relationship between main and subsidiaries.

Affiliates. Concept and types

The very phrase arose in the Russian language in the 90s. For the first time the concept of an affiliated person was mentioned in 1992 in the appendix to the Decree of the President of the Russian Federation. It dealt with investment funds. In a broad sense, affiliation implies proximity to something, since the English verb to affiliate, from which the word comes, is used in the meaning of "join, unite".

Also, this term can be interpreted as entering into membership. Affiliates to one degree or another influence each other, be it economic or economic activity. In total, they represent a specific group.

This term was reflected in legislation in 1995, and the official definition appeared only in 1998 as a result of amendments to the Competition Law. Affiliates are citizens or entrepreneurs who can influence entrepreneurial activity other people or companies. There are some aspects according to which the entity is considered to be in control of the organization. Affiliated persons of OJSC are citizens or entrepreneurs:

• Possessing more than 20% of voting shares. At the same time, the affiliates of the Joint Stock Company have the opportunity to influence the decision-making process in this organization.
• Possessing more than 50% of voting shares.

It is believed that an individual can have a serious impact on the organization, having the opportunity to participate in decision-making, without even controlling its activities.

The legislative framework

Article 4 of the Federal Law, as mentioned above, defines what affiliates are. Besides, normative act deciphers the possible composition of this category. The list of affiliates primarily includes entities closely associated with the control mechanism.

These may include holders of a large package of voting shares, direct participants in the enterprise management process. Affiliation implies, as a rule, the possibility of one-sided influence of one side of the economic economic activity to the other.

It should be emphasized that this refers to relations that are not property, but managerial in nature. Property dependence can, rather, be defined as a consequence, and not at all a condition for the emergence of dependence on control. Relationships of a kindred character play an important role in this issue.

Classification

According to the Competition Law, affiliates may have:

1. Enterprises:

One of the owners of this legal entity;

Member of any governing body (for example, the board of directors);

Persons who have at their disposal at least 20% of the total number of decisive shares;

The organization in which the subject in question receives the right to dispose of the number of votes in excess of 20% of the total;

The party exercising the powers of the sole body.

2. An individual conducting entrepreneurial activity:

Citizens who belong to the same group as the given subject;

An organization in which the entrepreneur in question has the right to dispose of 20% or more of the total number of votes expressed by decisive shares, contributions, shares in the authorized capital.

3. Entrepreneurs participating in financial and industrial groups:

Members of supervisory bodies or boards of directors;

Collegiate management structures;

Subjects who exercise the powers of the sole subdivisions of the group.

Scope of this category

The category of affiliated persons can often be found not only in the theoretical, but also in the practical part of the activities of entrepreneurs. Meanwhile, as practice shows, many do not have a clear idea of ​​this category. This, in turn, often becomes the cause of rather serious errors in the process of the economic activity of the subject. Mostly the term "affiliated persons" is associated with corporate law. It is most often used when:

• the process of identifying persons knowingly having an interest in the actions of the company, which presumably will lead to the conclusion of the transaction;
• identification of directors with a casting vote in respect of the transaction of interest to them, which an open joint-stock company with more than a thousand participants intends to make;
• determination of the list of entities about which information should be provided to the economic company;
• the process of identifying persons, the provision of information about whom the joint-stock company is obliged to provide;
• determination of the list of participants who have overcome the thirty percent mark in the course of the acquisition of shares in OJSC; in this case, certain procedures must be followed, the course of which is regulated by law.

The relationship of the parent company with the subsidiary

How do affiliates interact? An example of such a relationship can be considered by taking a dominant (parent) company and a subsidiary (dependent on the parent). When creating the latter, the company gets ample opportunities to increase the volume of its activities. The main difference between the main company and branches is legal independence.

Responsibilities

Affiliates have more than just rights and opportunities. By virtue of their status, they have a number of responsibilities. First of all, they are charged with informing the public about the shares they own. This must be done in writing and with the specified details ( exact amount, types of securities, etc.).

The information must be received within a certain period of time from the moment the shares are acquired. Despite the fact that the liability of such persons before the law is not provided in connection with the failure to provide the necessary information within the allotted time, certain sanctions against them still exist.

If, through the fault of affiliated persons, the joint-stock company has suffered losses of any nature (for example, property damage), then the punishment will be compensation for the entire amount of damage caused (in accordance with Article 15 of the Civil Code of the Russian Federation).

Obligations of enterprises for accounting

The company is obliged to maintain a list of affiliates. The list must be submitted to the relevant authorities responsible for the regulation of this market. Antimonopoly law provides for the imposition of a fine for violating the existing rules for providing the necessary information. The same rules apply to the list of LLC affiliates. The lists should be posted publicly on the Internet page.

Such requirements are understandable. Such information is in great demand within the framework of a certain procedure for concluding transactions in which affiliated persons participate. These include, in particular, agreements of interest. A natural question arises: "Is a closed joint-stock company obliged to submit information about affiliated persons?"

After all, it, as a rule, does not engage in public offering of securities. Accordingly, the rule regarding an open joint stock company does not fully apply to a CJSC. Nevertheless, his duties include keeping records of the subjects in question, albeit in an arbitrary form. If the CJSC carries out public placement bonds, then it is obliged to publish the register of affiliated persons on the website on the Internet.

Accounting procedure

If we take any example of a list of affiliates, then the list will contain the following information:

1. Company name (short and full), postal address.

2. Surname and initials of the subject, residential address (for individuals);

3. The grounds for being an influential party, the date on which these grounds occurred.

A responsibility

Exists different types penalties for violation of the prescribed order.

1. Administrative responsibility. It occurs if the information is not provided in full or in violation of the terms specified in the legislation.

2. Tax liability. It occurs in relation to interdependent persons and concerns unreasonable price adjustments that run counter to the actual market situation. If, according to the results of the audit, it turns out that the value of the completed transaction deviates from the existing one on the trading floor by more than 20%, this fact gives the supervisory authority the right to charge additional taxes and penalties. In this case, the collection is carried out without acceptance.

3. Civil liability may also be imposed for violation of the procedure for carrying out transactions in which affiliated persons are participants.

We are familiar with the subjects of many concepts in business language. Only for the time being we are not aware that they are also designated by this kind of term. An example of this is affiliated companies. Let's figure out what is hidden behind this phrase.

Definition of the term

More broad concept there will be affiliates. The so-called objects (people, organizations) that can significantly affect the activities of any company or individual entrepreneur. Hence the affiliated companies - organizations, enterprises, firms, institutions that can influence the fate of an individual or legal entity engaged in the field of entrepreneurship.

Another definition. Affiliated company - a firm that owns less than a controlling stake in a parent company. It can act as its branch, representative office, subsidiary organization. At the same time, the parent company takes part in the affairs of the affiliated company on the basis of an appropriate agreement. Such interdependent companies are created when the business expands to districts from the head office, when branches of transnational corporations are opened.

Thus, the affiliated firm is controlled by a larger parent company. For the Russian language, the more familiar option is a branch, a subsidiary. The concept of "affiliation" came to us from foreign law in 1992.

It must be said that the Russian terminology is less strict here than the foreign one. In a foreign business language, affiliated companies are controlled ones. In Russia, the list of them is wider - these are both subsidiaries and parent corporations. The concept itself is enshrined in the Tax Code of the Russian Federation:

• Art. twenty;
• p. 1, art. 105;
• p. 2, art. 105.

However, in the legislation, affiliated companies are called interdependent.

Now consider more specific examples concerning two groups of businessmen.

Affiliated persons of legal entities

Consider who is an affiliated company, a person in relation to a legal entity:

Affiliated persons of individual entrepreneurs

For individual entrepreneurs, the list consists of only two items. So, a group of affiliated companies, individuals of an individual entrepreneur:

• A firm, enterprise, 20% of shares or authorized capital of which is owned by this individual entrepreneur.
• Objects belonging to the same group of persons as the entrepreneur.

Let's take a look at another concept that is often encountered in explanation.

A group of faces - what is it?

In relation to the list of affiliated companies, the term is explained in the Federal Law "On Protection of Competition".

The group of individual entrepreneurs includes:

• parents;
• children;
• spouse;
• sisters and brothers.

But here are the signs that someone is a member of the legal entity group:

• Manages a legal entity solely.
• It is authorized to give instructions to the company, which the latter is obliged to comply with.
• Directs more than 1/2 of the votes per share or share capital.
• It was at the suggestion of this person that the head of the legal entity was elected.
• The executive (directorate or board) and supervisory (board of the fund, directors) board are the same persons.
• At the suggestion of this person, more than half of the members of the supervisory / executive board were elected.

Features of affiliated firms

Let us especially present important features:

Providing data about affiliates

Russian antitrust laws oblige PJSCs and CJSCs to provide lists of their affiliated companies. The report is conducted both to the state control bodies and to their own shareholders. Lists of affiliated persons must be included in the accounting documents.

What is the value of such information? All kinds of mutual influences of individual entrepreneurs and legal entities can lead to collusion in the field of pricing, elimination of competitors by non-market methods. And ultimately - to the formation of monopolies. This process leads to the paralysis of individual Russian markets goods or services. Therefore, in our country, the lists of affiliated persons are closely monitored by the Federal Antimonopoly Service.

Example corporation

And now a vivid example of the object of our conversation. These are affiliated companies of Philip Morris International (PMI). This is the name of the leading international tobacco corporation in its industry. Its products are represented in more than 180 countries around the world. In 2015, she owned a 15.6% share of the total global cigarette market. In Russia - 28.4%.

In the Russian Federation, PMI is represented by three affiliated companies:

• Philip Morris Sales and Marketing (LLC).
• Philip Morris Izhora (JSC). The factory is located in Leningrad region.
• Philip Morris Kuban (PJSC). Located in Krasnodar.

Branches of these companies in more than 100 Russian cities. The factories employ about 4.5 thousand specialists.

Affiliates are objects that can influence the activities of an organization. But the concept of affiliated companies in the Russian Federation is broader - these are both parent and controlled firms.

An affiliate is a person (natural or legal) who is able to influence the activities of individuals or legal entities carrying out entrepreneurial activities. In simple words, an affiliated person (person or organization) is directly involved in control over a joint stock company.

The term “affiliated person” used in Russian law was borrowed from Anglo-American law. The English verb affiliate denotes the verbs: connect, join, connect.

"To affiliate someone" means to include in the management of one firm executive another.

In European law, affiliated companies are firms that are dependent on other companies. In Russian legislation, the word affiliated is applied to both dependent and dominant persons. The main sign of affiliation is the ability to influence entrepreneurial activity.

Affiliate signs

An important feature of an affiliated person is the existence of a dependent relationship between an individual or legal entity and an affiliate of this individual or legal entity.

This dependence manifests itself in the following cases:

If an individual or legal entity owns a certain share of the authorized capital of the legal entity with the right to vote in the management body
- if an individual or legal entity, due to a certain legal status (for example, the status of a general director or fund manager), has the right to give binding instructions
- if there are certain family ties (kinship) between individuals

Affiliate of a legal entity

Affiliated entities of legal entities persons can be:

Member of the supervisory board or board of directors, member of the collegial executive body
- natural person or a legal entity entitled to control more than 20% of the total number of votes attributable to voting shares or authorized capital contribution from a share of a legal entity
- a legal entity, if it is a member of a FIG (financial and industrial group).

“Affiliation procedure” is the process of one company entering the structure of another without changing the owner.

In this case, its affiliated person may also be members of the boards of directors, members of the collective management bodies of FIGs and persons participating in FIGs with powers of executive bodies.

Affiliated person of an individual

Affiliated persons nat. persons engaged in entrepreneurial activity can be:

Persons who belong to the same group of persons as this individual
- a legal entity, where nat. the person has the right to dispose of 20% of total votes attributable to voting shares or constituting the authorized capital contribution from a share of a legal entity.

Joint Stock Companies regularly submit information about their affiliates to the Federal Commission on securities... Also, any joint stock company is obliged to prepare lists of its affiliates for annual publication in the media. In addition, the lists must indicate the types and number of shares held by affiliates.

The word "affiliation" is rarely heard in ordinary everyday speech, since most average citizens have no idea what it means. Meanwhile, it very often began to slip in news reports, various analytical materials. Especially if it comes about some shenanigans or just inaccessible common people operations in the legal and economic spheres, as well as in economic and organizational activities. And then the question arises: affiliation - what is it? It is worth working out with this in order to understand what is at stake when you hear the word again.

Affiliation and its origins

This word comes from the English affiliate, formed from the late Latin filialis, which means "filial". V English language this word means attachment, that is, the term affilation will mean "connection" or "connection". So, understanding the concept of affiliation, what it is, we are already beginning to understand. It turns out that this is a connection, a connection, a child belonging to something. If we talk about the correct spelling, then here is "affiliate", that is, it is correct to write "affiliation".

V general sense this word means the dependence of a certain object on a larger one, its connection or subordination to it. Often this term is used in the context of conversations about companies and organizations, you can even consider such a concept as the affiliation of the site.

Use of the term in different situations

So, if everything is more or less clear with the concept itself, then it is worth considering it in different contexts. If we talk about firms and companies, then affiliation can also be used. What this is, it becomes clear if we say that we are talking about the organization's belonging to a large company as a branch. At the same time, the subsidiary may well carry out its own economic and economic activities, own its own accounts, but maintain the focus of the main company, and also completely depend on the decision of its management. Practice shows that today affiliation is often used to split a business artificially in order to evade paying taxes, which causes a lot of trouble for the fiscal authorities and other state structures.

Affiliates

This concept implies that an individual or legal entity has the right and methods to influence the work of a business entity, expressed in the form of an individual or legal entity, since it owns a share of its capital or is a member of the management body of the organization. This is where affiliation lies. What is it, and who can be considered as such? Affiliated persons may be members of the supervisory board and the board, a member of the collegial executive body and others. It is also customary to include those who have the right to dispose of more than twenty percent of the capital of the entire company or who can influence the above positions.

When a legal entity enters a financial and industrial group, we can say that its members are also.However, today this concept is more often used with a negative connotation, since it means participants or firms that have effective levers of pressure on a legal entity, however hiding their presence in his business.

It is also appropriate to use it on the Internet. And here under it are hidden sites that have been given an auxiliary role in promoting the main resource, which is the mother. They are often referred to as satellites or doorways. Usually, a whole network is created at once, consisting of doorways, which are intended for the transition of users to the promoted resource. So, it is worth considering affiliation, what it means in this context, using the example of the Yandex search engine. Namely, how you can get out of such a filter and what sites most often fall under it.

If the contact information on two sites completely or partially coincides, then Yandex perceives them as belonging to the same company, considering them affiliated. He has a special relationship with them - and here his position is that affiliated resources cannot be shown simultaneously in search results. That is, two of your sites will not appear simultaneously as a result of a search for the same keyword, or Yandex will not display any of them at all.

Knowing that Yandex is checking for affiliation, it should be understood that such sites should not be promoted on overlapping lists of key queries, as it will not allow them to take top positions in search results. In the case when there is no intersection of the list of keywords, you can achieve the desired result.

How it works?

The most relevant site will be shown in the SERP for each search query. By this it should be understood that Yandex itself will determine which of them is more consistent with the entered query. Of course, there are other factors that affect the position of the resource in the results: the age of the site, the quality and number of incoming links to it, and so on. Most often, the filter includes sites of fairly large companies that create a large number of resources for each regional center or city.

How not to get under the filter?

Most often it works automatically. The filter applied in this way is usually removed in the same way, so there is no point in writing long explanatory letters to the search engine support service. You just need to eliminate the signs of affiliation and wait until the filter is automatically removed. If you have purchased a new domain for yourself, and you have nothing to do with sites from the affiliated network, the filter will be removed very quickly. Often it is enough for Yandex to have a similar assortment of goods, descriptions and similarity of domain names on its sites to recognize them as affiliated. The situation is aggravated if there is a coincidence in the registration data of hosting and domains.

Affiliation of legal entities is the ability to influence the activities of an economic entity through participation in its finances or membership in management positions.

Who are called affiliates? These include individuals and legal entities that have the right and have the ability to influence the activities of another entity. An affiliate of a firm is a member of the board of directors or similar authority, an executive director, or persons with the authority to control more than 20% of the organization's finances. Investors often act as an affiliate.

The very word "affiliation" takes its roots from the English - affiliation, meaning - a connection. From this it can be understood that the word "affiliated" means connected, connected. The meaning of the word "affiliate" is to involve in equity participation, "to affiliate someone" is to include an official of one firm in the management of another.

Although we rarely hear “affiliated” or “unaffiliated” in everyday conversation, these adjectives become commonplace in political programs. Examples of such commonly used combinations: affiliated company (person, firm or enterprise). An affiliated (connected person) is an organization (person) capable of influencing in any way the activities of an enterprise dependent on it. In the variant with legal entities, affiliation denotes the relationship of enterprises with each other.

This connection is being established different ways... Here are some of the characteristic features:

• If one legal entity takes part in the capital of another;
• If the owner of the enterprise owns a tangible part of another enterprise;
• If the owner of the company participates in the supervisory board of another company.

The affiliation of legal entities does not bear any positive or negative value, the degree of influence also depends on various factors. But it needs to be taken into account in some aspects, for example, for making decisions on legal issues or when buying assets.

The lack of affiliation between two firms implies that one firm is not a founder of the other, is not its branch (subsidiary), and has no common owners. This suggests that there is no evidence of a hidden or explicit connection between the two firms.

Corporate disputes with affiliates

An affiliated or unaffiliated legal entity means a lot in corporate disputes. How does this threaten shareholders when a legal entity affiliates an enterprise in the hope of obtaining absolute control, benefits in the purchase or sale of various goods or services? How to check and prove this, are there any signs indicating this?

When the actions of such an affiliate, in the opinion of the shareholders, are not in the interests of the enterprise, then unfavorable transactions or decisions can be challenged in court. In case of confirmation of the affiliation of a legal entity, the court makes a decision in favor of the plaintiff - all transactions are invalidated. If the defendant turns out to be an unaffiliated counterparty, then the claims of the shareholders are recognized as unlawful.

Investments and affiliations

The affiliation (or connectedness) of legal entities can both raise the value and preference of the company and hinder its competitiveness. How to figure it out? It is easier to understand this point with examples.

Let's take an insurance company. When it is affiliated with a bank (or industrial group), then its cost increases significantly. An investor may well qualify for some benefits (naturally, without going beyond the law). The benefits of affiliation are clearly visible here. But there are also hidden moments in this relationship. The insurance agency in question has the opportunity to obtain borrower bases, but usually the agents of the insurer are bank employees who will recommend clients to sign contracts with their company. it back side medals of affiliation persons.

Also, the return on investment drops significantly if businesses are affiliated with companies in financial difficulty. Under such conditions, there is a danger of bringing the owner of affiliated companies to subsidiary liability, which means that there is reason to assume that he will have to pay off the obligations.

Affiliation check

The main purpose of such a study is to establish the presence of “bad” companies in the group of affiliated companies. After all, a “clean” company may be offered to sign a contract, then a hidden part of the structure of this “unaffiliated” organization will appear, where the rest of the components of this affiliated whole will negatively affect the “clean” company. This will be reflected in constant losses and diversion of finance from turnover to cover the debts of "bad" organizations.

Practice has shown that when an organization is included in the "black list" (for not fulfilling contracts), the owners register a new legal entity. In this example, affiliation is found out by the composition of the founders, additionally - by the registration addresses.

The main points to focus on when looking for signs of enterprise affiliation are:

• The presence of other legal entities among the founders;
• The presence of a founder who has other companies or shares in them, that is, is an affiliate.

Having found affiliated legal entities, it will be useful to investigate them as well. This also applies to the founder who still has a business (especially when it is small). In the episode with the founder, there may be an extraction of finance from a common business to the detriment of cooperation (to solve the problems of his business).

If there are legal entities among the founders, it is worth checking them. What you need to pay attention to:

1. On what basis did they start the company;
2. The type of activity of these companies;
3. Is there a rationale for opening this legal entity.

An example of a lack of logic, and, therefore, a moment that arouses suspicion about the purity of a company, is the connection between single-profile companies with the same opportunities. There is no economic benefit, and therefore no logic, in the opening of completely identical companies that are related to each other. This means that the persons who opened these companies pursue their own goals.

Why it is necessary to provide information about affiliated persons

Such information is needed, since the relationship between companies and entrepreneurs gives a chance to arrange various collusions about prices, create monopolies, “remove” competitors. Therefore, the legislation on monopolies obliges joint stock companies to draw up lists of affiliates for submission to controlling organizations. A mark about an affiliated person (group of persons) is certainly written in the accounting reports. Joint-stock companies give reports to both controlling organizations and shareholders of their enterprise. If the company has requested a document confirming the affiliation of legal entities, a letter of affiliation is drawn up.

Before the law on the provision of affiliation data was passed, agreements between such enterprises could paralyze the markets of individual countries. To make it impossible to repeat such mistakes on a national scale, in Russia the list of affiliated (individuals and legal entities) is supervised by the Federal Antimonopoly Service (FAS RF).

How to identify a reliable partner

So, in order to increase the degree of confidence in a possible new business partner, it is worth checking new counterparties for affiliation. When searching, it is worth considering not only the affiliation of the enterprise as a whole. As part of checking the information, it is worth finding out the number of branches, representative offices, new companies from a new partner. Find out if there are shares in these organizations, which companies are managed by the counterparty. It is also recommended to monitor the affiliation of the leader - whether he is a director, founder, individual entrepreneur even in other companies (LLC, CJSC, OJSC).

The presence of registered individual divisions and established organizations will help to significantly reduce the risks when working together with a counterparty. In contrast, when the head of a legal entity is also discovered by the head of many companies (“mass applicant”), a direct threat of financial losses is guaranteed.

If the company is registered as a figurehead, you should refrain from such cooperation.