What are affiliates. Affiliated companies and their role in Russian legislation

Very often in a 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 "affiliated": what is it and where did it come from?

First, let's figure out what the very concept of "affiliated" means and to whom it can be addressed. AT colloquial speech this adjective practically does not occur, so most people simply do not know what in question. 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, obscure to the average citizen. You can often hear about affiliated persons or law firms, 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 the later English version affiliate literally means "to attach something", and English noun affiliation is translated as "connection" or "connection".

Thus, we see that the word "affiliated" in colloquial Russian means connected or affiliated.

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

As we have understood, 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 the work of 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In the Russian tax code this concept no, but it has been replaced by a more understandable name - related person.

Who is considered an affiliate: a list of personalities and structures

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

sole executives, board of directors or supervisory structure;
citizens who are in the same group as the organization itself;
persons owning 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 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 management of that group.

In the case of individual entrepreneurs, affiliates are:

those persons who are included in 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 in it?

When we listed who can act as affiliates in relation to a legal entity or an individual entrepreneur, a group of persons was mentioned in which a company or 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 the members of the group for the company are such categories of persons who:

may dispose of more than half of the votes of the shares of the company or more than half of its share;
single-handedly manage this company or structure;
have the right to give instructions requiring unquestioning implementation;
represent the majority of the supervisory and executive staff of the company's management body;
have the right to appoint or elect a nominal 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 members of a particular group may intersect and unite. For example, if two members of two different groups have great influence in the third group, but from a legislative point of view, the first two groups should be considered as one.

Is it necessary to provide information about affiliates?

According to the legislation, which is devoted to the problems of monopolization, joint-stock companies required to provide such lists. the authorities. Such a report is required both to government agencies and shareholders, as well as for accounting reports.

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

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

If such a process is uncontrolled, then it leads to the destruction of entire markets, and actually different levels. AT 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 somewhat different than in the legal one. So, an affiliated site is a site that created for the purpose of promoting main. It can also be called a doorway or a satellite. Developers can create a huge amount 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 more understandable and you can understand what your interlocutor means by mentioning some affiliates in a conversation or talking about the presence of affiliated sites around some major resource on the Internet.

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Affiliation is, definition

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

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

Affiliation is collaboration, support.

Affiliation is a filter (a sort of Duncan Macleod) aimed at removing sites of the same webmaster from the search result that promotes the same information, issued with the same request.

Affiliation is struggle with search results.

Affiliation in Yandex

Origin of the term affiliation

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

Affiliated network - branch network, partner network, regional network. Affiliated is a licensed one, which is intended for organizations with a branched structure. Affiliated company - a subsidiary company, a branch company, a controlled company, a participating company. Affiliates are either natural persons capable of influencing 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

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

Difficulties in use are explained by the possible and permissible broad interpretation affiliated company as a company 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, its ownership is less than 50

Rights and obligations of an affiliated company

Parent and subsidiary organizations are connected with each other by common economic activity. In addition, the right of the final word belongs to the parent company. Responsibility for wrong managerial 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 liability for this.

Methods of managing an affiliated company

In total, three methods are distinguished by a controlled company:

CEO. The parent organization itself appoints a manager who makes decisions alone and can, at his own discretion, dispose of property, amounting to 25% of the total book value. At the same time, 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. The scheme involving the CEO is the most common.

collegiate 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 challenging tasks collective mind), however, is not very common in Russia: 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 leading subsidiary firms.

managing organization. Most often, the parent organization itself acts as a 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 a subsidiary who owns at least one percent of the shares can file a claim with the management company. The way out, which is resorted to by many parent organizations: the creation of two companies - directly managing and itself. The manager allocates the minimum (10 thousand under Russian law) - it is limited to this amount.

Affiliates

Affiliated Sites

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 the issue. 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 at the signal of search robots, and manually at the request of users (most often competitors). A feature of this filter can be called its principle of operation. It is unlike other filters "You are the last", "You are Spam", "Reference Boom", "For cheating PF", etc. excludes (or underestimates positions) sites from search results right at the time of issuance formation.

How to Avoid Affiliation

The best recommendation in this case is to focus on promoting the main site, creating and promoting one site for one topic in one region. If there is a need to promote a group of sites with the same theme, it is important to avoid overlapping search queries and try to avoid the risk factors from the table above: register domains on different persons, in different time, create unique designs, structure and content, diversify the list of services, contact information, etc.

Filters by Google Inc.

How to check sites for affiliation

Determination of site affiliation using KeyCollector

How to beat the affiliate filter

You can remove a site from the filter only by eliminating the reasons for its imposition, and there are many of them. Almost every self-respecting SEO specialist will say: “Each case is individual and standard solution No, but I'll still try to give general recommendations. First you need to try to minimize site matches by monotonously correcting point by point from the table of “factors influencing the application of the affiliate filter.” And when you have already “done everything you could” - write to Yandex technical support, documenting your correctness ( preferably from two organizations, if possible).

The business language uses various terms and concepts that may be unfamiliar to the average layman. Their mention is so rare that many people are not even aware of their existence. One such term is "affiliation". Let's find out what affiliated companies mean and look at the structure of such organizations.

An affiliated company is a company that depends on another organization

Term meaning

Affiliated companies are enterprises that have a stake in the parent company, in volumes less than the controlling stake. Affiliated firms are representative offices or branches of more than large enterprise. It is important to note that parent organizations manage the subsidiary. Relevant agreements are used as the basis for managing the representative office. Affiliation is one way to expand the scope of activities for interdependent organizations. A similar method is used when opening subsidiaries. large companies operating around the world.

Affiliated businesses are organizations that are managed by larger firms.

Variants such as "subsidiary" or "branches" can be used as synonyms for this term. The term "affiliation" appeared in the Russian dictionary in 1992 and was borrowed from the English language.

The term under consideration is often used not only in relation to organizations, but also to individuals. Affiliates are those people who have a certain power of influence on the activities of business entities. This means that affiliated corporations can control the actions of organizations and individuals doing business. It should be noted that in foreign countries the term in question has a more "narrow specialization". In Europe, affiliation refers specifically to a controlled company. On the territory of the Russian Federation, affiliated business entities are not only branches, but also enterprises acting as a parent organization.

Article 105 Tax Code RF, the meaning of the concept of "affiliation" is fixed. It is necessary to pay attention to the fact that according to the current legislation, such firms are recognized as interconnected. Let's understand the meaning of the term in question based on practical examples from life.

Affiliated sole proprietorships and LLCs

The group of affiliated firms of individual entrepreneurship includes objects belonging to the same category of persons as the owner of the IP. In the event that the owner of an IP owns twenty percent of the shares of another enterprise, the companies become interconnected with each other. This means that a person registered in the status of an individual entrepreneur gets the opportunity to control the work of a third-party enterprise.

An affiliated company is a controlled company, that is, a company participating in a joint business that is not completely free in its actions

The only leader.
Persons included in the founding, supervisory or directors' board.
Companies belonging to the same group as the main enterprise.
Persons owning twenty percent of the shares or financial means included in charter capital organizations.

In addition, such companies are those where legal entities own more than twenty percent valuable papers or financial resources available in the statutory fund. This example is considered as a two-way affiliation. When a legal entity belongs to an economic or industrial group, the management of that group acts as the parent organization.

In order to correctly understand the meaning of the term under consideration, it is necessary to understand the concept of "a group of persons". The meaning of this concept is enshrined in the Federal Law "On Protection of Competition". The group of persons of subjects of individual entrepreneurship includes children and parents of a person conducting economic activity. This group also includes spouses, brothers and sisters of the head of the company.

The entities belonging to the "group of persons of a legal entity" are determined on the basis of a number of criteria. Chief among these parameters is the sole management of the organization. In addition, this person must have the right to manage a subsidiary company, which is obliged to fulfill all instructions of the parent organization. Persons belonging to the "group of persons of a legal entity" have at their disposal more than half of the securities or financial resources included in the authorized capital of the enterprise. According to federal law, in this category includes the persons by whose decision the head of the enterprise was chosen.

It is important to note that the executive and supervisory boards consist of the same persons. The executive board includes the directorate and administration of the enterprise. The supervisory board includes persons who are members of the board of directors and the fund of the organization. Also, the persons included in the category under consideration include those people at the suggestion of which the citizens who were members of the executive or supervisory board were elected.

An affiliated company is a firm that is controlled by a larger parent organization.

Subtleties and nuances of the activities of interconnected organizations

When analyzing the question of what affiliated companies are, it is important to pay attention to some of the nuances of the activities of such enterprises. First of all, it should be said that the dominant organization and its representative offices are connected by a single economic activity. . It should be noted that all decisions are made only by the dominant company. In some cases, a meeting of the board of directors is allowed to discuss issues on the agenda. However, the main decision lies with the head of the parent company.

It should also be noted that, despite the above factors, the responsibility for management actions rests with both parties. It is important to note that related companies are not liable for the debts of affiliates or the parent organization.

Today, there are three main methods of representation management. To manage the branch, a general director is selected, acting on the basis of the order of the parent company. It is important to pay attention to the fact that all responsibility for the activities of the branch lies with the selected person. In addition, the selection of the director of the branch can be carried out by the collegiate council. The third method of managing a representative office is to appoint a meeting of the board and the chairman of this board. The composition of the council consists of representatives of the branch and the parent company. Representatives of the parent company are appointed as the managing party.

The Importance of Information About Affiliates

According to the current legislation, enterprises registered in the status of "CJSC" and "PJSC" are required to provide lists of affiliated organizations to the antimonopoly service. It should be noted that this reporting is transmitted not only to the regulatory authorities, but also to persons included in the meeting of shareholders. One of the requirements of the regulatory authorities is the mandatory recording of this information in the accounting documentation.

Affiliates are companies that are related to each other and carry on a common business. An agreement between similar enterprises in the field of pricing policy can help eliminate competitive organizations. Such actions are regarded as illegal, since they contribute to the formation of a monopoly in a certain area. entrepreneurial activity. A monopoly can cause paralysis of a separate niche of the commodity market in the territory of the Russian Federation. It is this aspect that explains the importance of control over interconnected enterprises by the antimonopoly service.

The concept of “affiliated company” also has synonyms that are closer to our ears, for example, a branch or a subsidiary

Below is a sample report on the list of affiliates:

"Appendix

to the procedure approved

order of the Federal Antimonopoly Service

Russian Federation

(as amended by Order of the Federal Antimonopoly Service

Russian Federation

List of affiliates

The full name of the business entity is recorded ______________

For day, month, year (listing)

Location of the issuer: Indicates the address of an organization acting as an economic entity or group of persons entitled to act on behalf of the parent company without fiduciary documents.

Practical example

Next, we propose to consider an example of affiliated enterprises operating in the territory of the Russian Federation. In the example below, Philip Morris International (PMI) will be represented. This international organization specializes in manufacturing tobacco products. According to open data, the products of this company are available in stores in more than one hundred and eighty countries. As statistics show, the sphere of influence of this corporation is fifteen and a half percent of the world market.

On the territory of the Russian Federation, this company represented by three interrelated organizations:

Philip Morris Sales and Marketing LLC.
CJSC Philip Morris Izhora is an enterprise located in the Leningrad region.
PJSC Philip Morris Kuban is an enterprise located in the Krasnodar Territory.

Representative offices of these enterprises are located in hundreds of Russian cities. The above companies carry out labor activity more than five thousand employees.

Conclusion

From this article, we can conclude that affiliation is an influence on the activities of a controlled organization. It is important to note that this term has several definitions. An affiliated company is considered not only a controlled organization, but also a dominant company.

What is an affiliated company, why are such companies created. Methods of managing an affiliated firm In our time, the word "affiliated" has become often used with the meaning of some kind of fraud or fraudulent activity. Meanwhile, the concept affiliated company" has many more meanings, and they are completely neutral.

What affiliated firm

If you say the most plain language, then this is a company that is subordinate to another, larger one, in Russian there is a word for this “subsidiary”. Both firms - large, main and affiliated, that is, affiliated, are interconnected by economic interests, they have property relations, they influence each other.

The parent company controls the work affiliated company that is, the latter is not free in its actions and depends on the activities and cooperation with the main company. The most common way to create affiliated firm is to transfer to it less than 50 percent of the shares of the main company.

There may be an option when both companies cross-own each other's shares, but one has a larger stake than the other and, therefore, the one that owns a smaller stake in the other company and is in relation to the first affiliated firm.

Why are they created affiliated firms

Such companies are created during expansion and development, in addition, they help to optimize tax base and improve business management. For example, developing, the parent company begins to work in several directions. In this case, it makes sense to create affiliated firm and transfer one of the directions to it, but at the same time control its activities by transferring to it a block of its shares.

Cause of creation affiliated firm may be the expansion of the parent company territorially. In this case, in order not to create a branch in another city, for simplicity, management creates affiliated firm, which performs the functions of a branch.

Both companies are united by a common business activity, but the main one has the last word. Creation advantage affiliated firm that the parent company is not responsible for the debts of its "daughter", just as the "daughter" is not responsible for the debts of the parent company.

Ways of leadership affiliated firm

When a subsidiary is created, it is necessary to immediately determine how its management will be organized, the effectiveness depends on it. economic activity affiliated firm. The most common method of leadership is the appointment of a general director, who alone makes all decisions and manages the property of the company in the amount of a quarter of all material assets on the balance sheet of the subsidiary.

The CEO is personally responsible for his decisions. The second method involves collegiality: a board of directors is created affiliated firm headed by the chairman, and all issues are resolved by joint efforts.

The third way involves leadership affiliated firm through managing organization, either the parent company itself or a specially created organization acts as it.

For creating affiliated firm it is always necessary to take into account all the pros and cons of the options, and it is better to involve legal specialists for this.

Editor: Igor Reshetov