What is an affiliate. 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 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, 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 you can find different options 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 for the work of another legal entity, whether it be 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In the Russian tax code, this concept itself does not exist, but it has been replaced by a more understandable name - an interdependent person.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 most the supervisory and executive composition 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 big 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 before government agencies, and to shareholders, and for accounting reports.

Why is this account necessary? The fact is that in cases where some entrepreneurs are able to strongly influence commercial structures, then things like:

• 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. In the 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 certain affiliates in a conversation or talking about the presence of affiliated sites around some major resource in the Internet.

The subjects of many concepts in the business language are familiar to us. Only for the time being, we are not aware that they are also denoted 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

A broader concept would be affiliates. This is the name of objects (people, organizations) that can significantly affect the activities of any company or individual entrepreneur. Hence affiliated companies - organizations, enterprises, firms, institutions that can influence the fate of an individual or legal entity engaged in entrepreneurship.

One more definition. An affiliated company is a firm that owns a stake in the main enterprise in an amount less than the controlling one. It can act as its branch, representative office, subsidiary. At the same time, the parent company takes part in the affairs of the affiliated company on the basis of an appropriate agreement. This kind of interdependent companies are created when expanding business to areas remote from the head office, when opening branches of transnational corporations.

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

I must say that Russian terminology is less strict than foreign terminology here. In a foreign business language, affiliated companies are precisely controlled ones. In Russia, their list is wider - these are both "daughters" 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, the legislation refers to affiliated companies as interdependent.

Now consider more concrete examples relating to two groups of businessmen.

Affiliated persons

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

IP affiliates

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

• Firm, enterprise, 20% of the 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 the explanation.

Group of people - what is it?

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

The IP group includes:

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

And here are the signs that someone is a member of the group of legal entities:

• Solely manages the legal entity.
• It is authorized to give instructions to the company, which the latter is obliged to fulfill.
• Controls more than 1/2 of the votes attributable to shares or authorized capital.
• It's on the proposal this person The head of the UL was elected.
• The executive (management or board) and supervisory (council of the fund, directors) boards 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's take a look at some of the most important features:

Providing information about affiliates

Russian antimonopoly legislation obliges PJSCs and CJSCs to provide lists of their affiliated companies. The report is kept both to state control bodies and to its own shareholders. Lists of affiliates must also be in accounting documents.

What is the value of such information? All kinds of mutual influence 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. Such a process leads to the paralysis of individual Russian markets for 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 prime example object of our conversation. These are affiliated companies of Philip Morris International (PMI). This is the name of the international tobacco corporation, leading in its industry. Its products are presented in more than 180 countries of the world. For 2015, she owned a share of 15.6% of the entire 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" (CJSC). 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 affect the activities of the organization. But the concept of affiliated companies in the Russian Federation is broader - these are both parent and controlled companies.

The concept of "affiliates" is most often found in corporate reports and chronicles economic crimes. Business optimization - and the withdrawal of assets, the development of the company - and fictitious transactions ... Who are affiliates? How to determine them in foreign companies and how to keep records in your own?

Affiliates are all persons who, by their status, can influence management decisions in an organization or an individual entrepreneur. Influence means control over the development strategy of the enterprise, decision-making on mergers and acquisitions, big deals(purchasing or selling), management structure, etc.

The term "affiliation" comes from the English "affiliate" - "branch", "branch", "partner", "affiliated".

Legislation in Russia does not describe the affiliation of legal entities as clearly as in Western countries- We have a broader concept. The Tax Code of the Russian Federation (Articles 20; 105.1 and 105.2) contains the concept of interdependent persons. The law of the RSFSR dated March 22, 1991, No. 948-1 (Article 4), which is still in force, briefly lists affiliates and indicates the main signs of affiliation.

Signs of an affiliate

• Has the right to vote at meetings of shareholders of OJSC or participants of LLC.
• Owns a block of shares that allows you to influence the decisions of the meeting of shareholders, or shares in the authorized capital. For example, PJSC Gazprom owns 100% of the shares of OOO Gazprom transgaz Ufa and, in accordance with this, exercises direct control, being an affiliate for its Ufa subsidiary.
• It has family ties with managers/members of the board of directors/owners of the organization. David Traktovenko owns the Saint Petersburg Banking House holding, and his son Vyacheslav is the chairman of the board of directors of the Mix cafeteria chain and the Fitness Formula fitness club chain. The first in relation to the second is an affiliated person.
• The right to cancel or suspend the decisions of the executive bodies of the company (if the affiliate is a member of the board).

Who can be an affiliate

Legal entities can be affiliated with both organizations and individuals. Their list includes:

• supervisor executive body legal entity. For example, Vagit Alekperov, who formally owns a 2.5% stake in Lukoil, is a person exercising the powers of the sole executive body of this company, and therefore affiliated;
• member of the board of directors, supervisory board or other collegial body of a legal entity. Gregor Mowat or Timothy Demchenko do not have shares in Magnit, but in 2018 they are members of its board of directors, and, accordingly, are recognized as affiliates;
• owners of more than 20% of shares or shares in the authorized capital. Rosneftegaz owns 50% of the shares of PJSC Rosneft and, on this basis, is an affiliate;
• a dependent organization in which this legal entity owns more than 20% (for example, a subsidiary);
• firms belonging to the same group of persons (more on this in the next chapter) as this company.

Individuals can be affiliated:

• for organizations in which these individuals control more than 20% of the shares in the authorized capital;
• from other companies that are part of the same group as the individual.

What is a group of affiliates

This term is taken from Law No. 135-FZ "On Protection of Competition". It can mean several options. So, the group of affiliated persons is:

1 Several enterprises belonging to the same financial and industrial group. For example, Kachkanarsky GOK, which is part of the EVRAZ company, belongs to the group of affiliates with Evrazruda, Yuzhkuzbassugol, Nizhny Tagil Iron and Steel Works and a dozen other legal entities.

2 Direct relatives (spouses, parents/adoptive parents, children, brothers and sisters) and their legal entities. For example, the Safmar holding is owned by Sait-Salam and Said Gutseriev. This is the brother and son of the owner of the Russneft company, Mikhail Gutseriev. All their legal entities are included in the group of affiliates.

3 Legal or natural person and organizations in which the mentioned persons have more than 50% of shares or shares in the authorized capital. Affiliated companies can be both limited liability companies and open joint-stock companies; this is not separated in the legislation.

4 Individuals and firms in which this person is the sole manager (for example, the general director).

5 The natural or legal person and entities to which said persons are entitled (based on constituent documents) provide guidance that is binding.

6 Several organizations with more than 50% of the same people on the board of directors.

7 An individual or legal entity and organizations whose general directors and/or more than 50% of the members of the board of directors are elected at the suggestion of the above persons. On this basis, for example, Russian Helicopters, United Engine Corporation, Moscow and Kazan Helicopter Plants, and more than 10 legal entities belong to one group.

The rights of affiliated persons are not established in any special way by the legislation. They fully comply with the rights of other persons participating in the economy of the Russian Federation. Dependent and controlling organizations and individuals have the right to conduct joint economic activity, coordinate their development strategies, but do not go beyond the antimonopoly norms and requirements of anti-corruption legislation.

But affiliates have more obligations than other market participants. They are not described in a specific legislative act, but they arise from the general meaning of the activities of a group of enterprises related to each other. These responsibilities are:

1 Inform counterparties of their affiliation with other parties in the event of related-party transactions (in this case, when one of the parties to the transaction is an affiliate or dependent person). Liability for violation of this requirement arises only if the counterparty has proved that the damage was caused to him by failure to provide information. The deal may be cancelled.

2 Inform about the emergence of affiliation in case of acquisition of more than 20% of shares or shares in the authorized capital of another person. This paragraph applies only joint-stock companies who are required to publish reports in accordance with the law. The affiliated company publishes information within 10 days in the official publisher of data on state registration of legal entities. The main difficulty is the control of subsidiaries and affiliates for the sale and purchase of small blocks of shares by them (if permitted by the Charter of the company). If your subsidiary A acquires, say, a 10% stake in company B, and you already own 10% of the same company B, then you, without knowing it, fall into the list of affiliates of the latter.

3 Maintain a list of affiliates. This obligation is more relevant for joint-stock companies than for LLCs, however, both of them should have a list. If a company places its shares on the stock exchange, it has an obligation to provide a list of affiliated persons to the Central Bank of the Russian Federation (as part of other reporting) and to the organizer of exchange trading. Also, these lists must be posted on the official websites of companies and be in the public domain for at least 3 years from the date of posting and the same amount from the time of each update.

Who needs information about affiliates and why

Information about the affiliation of firms and individuals should be available (see clause 3 of the next chapter) so that participants in transactions can check counterparties. The list of affiliated companies is necessary in order to control and report to government agencies on transactions with dependent parties, not to violate antimonopoly and anti-corruption laws.

It simplifies the procedure for approving related-party transactions (no need to obtain extracts from state registers to prove the interdependence of persons). Also, this data is provided to own shareholders/participants of the LLC. Another addressee is the tax and other regulatory authorities during inspections (more on them in the chapter on the responsibility of affiliates).

Another important purpose of this information is internal control and protection against hostile takeovers. The simplest example is transactions for the purchase of blocks of shares in competing companies. Suppose CJSC First, which has a 30% stake in OJSC Second, decided to acquire another 21% and receive a controlling stake in this company. “Second” is not eager to sell securities to “First” and fall into complete dependence.

Then the “First” applies the following scheme: on the son CEO CJSC “First” is registered by LLC “Three”, which comes out with an offer to buy a stake in the company “Second”. Since an individual cannot have affiliates, and an LLC has the right not to publish information about its affiliates, the interest of CJSC “First” in the actions of LLC “Three” can only be traced through the reporting of the company “First”.

Therefore, for the management of OJSC Vtoroy, when an offer to purchase shares is received, it is important to trace the possible affiliation of a potential buyer, assessing its likely connection with its main market competitors. And if this is not done, the shares will be bought by Tretiy LLC, and then sold to its affiliate, CJSC First, a hostile takeover will take place.

How to maintain a list of affiliates

The procedure for accounting for affiliates for open and closed joint-stock companies, as well as LLC is approximately the same.

1 The head of the legal entity issues an order in which he appoints the person responsible for maintaining the list. You can leave control over yourself, but it is more expedient to shift this function to a lawyer.

2 The frequency of updating the list is set - once a year, half a year or a quarter, it all depends on the activity of the company and related parties in the stock market. The law does not stipulate such a frequency.

3 The storage location of the list is set, as well as the period in which access to it is opened. If a we are talking about LLC, the list can be kept by the general director and provided upon request. OJSCs are required to post this data on their official website. Interested persons have the right to demand the list for viewing: shareholders or participants of LLC, credit organizations.

4 The person who has the right to sign the list is indicated.

The form of the list is chosen by the company itself. It must contain the following items:

• name of the company, its legal and postal address / full name and address for an individual;
• date of occurrence of affiliation, event (purchase of shares, appointment to a position, etc.).

Also, there may be a column with the size of the share in the authorized capital owned by the affiliate, and other information.

Here are some more examples:

What are the responsibilities of affiliates?

For violations in informing about affiliation, a person may incur several types of liability.

1 Responsibility for failure to provide information (including failure to provide it within the required period). If the company suffered damage through the fault of an affiliate, it must be compensated by the culprit in full. Both actual damage and lost profits are compensated.

2 Responsibility for the lack of a list of affiliated persons or its improper maintenance. Sanctions are provided for under Article 13.25 of the Code of Administrative Offenses of the Russian Federation: a fine for officials from 2,500 to 5,000 rubles, for a legal entity - from 200,000 to 300,000 rubles.

3 Responsibility for violation of the requirements for related party transactions. If information about a person's affiliation is not included in the relevant list, is not published or is deliberately withheld, this may become a reason for canceling a transaction that has not undergone a special approval procedure.

4 Responsibility for violation of pricing. Sales of goods or services between related parties always attract the close attention of the tax authorities. The affiliated person has every opportunity to influence the fact that the price was sharply reduced or, conversely, increased compared to the market one. Therefore, such transactions are subject to additional checks, and in case of violations, fines are imposed on the affiliated person in proportion to the amounts underpaid / overpaid during the transaction.

Related parties are checked in several ways:

• the prices used in the transaction are compared with the market ones;
• the purchase price from an affiliate is compared with the price of a subsequent sale to third-party consumers;
• the profitability usual for such transactions is compared with the profitability of a transaction between related parties;
• it is studied whether a part of the income received from the transaction went to an affiliate;
• the reporting of both firms on expenses is evaluated: whether one of them has excessive expenses or, on the contrary, minimal ones.

You can challenge the decision of the tax authorities to recover, but you need strong evidence. For example, in 2016, the Arbitration Court of the Volga District considered a case of allegedly low prices at which an enterprise sold housing to members of its board of directors that had previously been purchased at a market price. The decision to sell was made by the same members of the collective executive body. However, the company introduced an internal regulation according to which the price of an apartment was set in a fixed amount more than 15 years ago and has not changed since then. The court ruled in favor of the defendant, the arguments of the tax inspectorate were considered interference in the legitimate commercial activities of the company.

5 Responsibility for the withdrawal of assets from affiliated companies for the purpose of their intentional . Such violations are identified by the tax authorities. The following are considered signs of the withdrawal of assets from affiliates:

• a new legal entity was registered during a tax audit of an affiliated company;
• the new and old companies have the same actual addresses, phones, websites, activities;
• the assets of the affiliated company are decreasing, and the assets of the new firm are growing in approximately the same proportion;
• employees of an affiliated company go to work in a new company;
• contracts drawn up for the old company are re-executed for a new one;
• using a new company as an intermediary in transactions with an affiliated company;
• the transfer to the new company of brands, logos and other means of individualization from an affiliated company.

6 In the presence of one or more of these signs, falling under paragraph 2 of Article 45 of the Tax Code of the Russian Federation, the tax authorities are entitled to recover from the new company tax debts due to the affiliated company.

Example :

In 2015 in Supreme Court The Russian Federation considered an appeal (No. 306-KG) in the case of recovery of arrears from a related person. On the eve of the tax audit, the owner of the company registered a new legal entity. The name was the same as that of the person being checked, the type of activity coincided, the design of the official website (the address differed only in the underscore), the employees were hastily transferred to a new company. Both companies were run by the same person. The new company did not publish any information about the affiliated person and did not officially inform counterparties.

During the audit, it turned out that the proceeds from the sale of goods did not go to the original company, but to an intermediary, which turned out to be ... a new company. There were no settlements with the affiliated firm.

The court ruled that the activities of the new company were fully managed by the former legal entity in order to withdraw assets and evade taxation. The original firm was recognized as an affiliate, both companies - related.

Frequently asked Questions

Affiliates and related parties - what's the difference?

The interdependence of individuals is special case affiliations. Used in the Tax Code of the Russian Federation to describe companies related by common owners/management, activities, etc. In the legislation, with all the similarity of descriptions, there is some difference between affiliated and related parties:

• an affiliate is a person who owns at least 20% of the shares or shares in the authorized capital of another company; interdependent - 25%;
• companies can be interdependent, in which the owners are not only parents, adoptive parents and children, but also guardians;
• an interdependent company can recognize itself voluntarily, affiliated - only on objective grounds.

I am the CEO of a company that is on the brink of bankruptcy. To pay off the next tax payment, he bought two cars from his company - at a price below the market, but they would have been sold at an auction for bankruptcy even cheaper. Can tax office Cancel the deal or charge me for the cost of the machines because I'm an affiliate?

Even before 2016, such a transaction could only be canceled as part of the bankruptcy proceedings and only if the sale amount was significantly lower than the market value. However, from November 30, 2016, Article 45 of the Tax Code was amended, according to which not only legal entities but also physical. Accordingly, if taxes are not paid on time in the next tax period, your transaction may be considered an attempt to withdraw property in the interests of an affiliate. And they will oblige you to reimburse the market value of cars - this amount will go towards paying taxes.

I individual entrepreneur, wife - the owner of a 25% stake in a large company. I won a commercial tender and became a supplier to my wife's firm. Will the transactions fall under the relations of interdependent persons, because I was not given any preferences?

Yes, such transactions fall under the close attention of the tax authorities, since in this case the spouse's company is considered an affiliate in relation to the individual entrepreneur (belongs to the same group of persons). Transactions are considered commercial transactions between related parties. The circumstances of the tender, its conditions and the final price will be investigated. The cost of the contract will be compared with similar market averages. If a firm is in trouble financial position, any sale to a related party may be considered a potential divestiture.

Conclusion

An affiliate is a person or organization that legal grounds may affect the performance of other firms. Determine their development strategy, distribute dividends, appoint management.

Affiliates may be CEOs and members of the boards of directors of companies, owners of blocks of 20% or more shares, subsidiaries. Another category of affiliation is belonging to the same group of persons. A group of affiliates refers to enterprises that are part of the same financial and industrial group; companies owned by relatives; legal entities managed by the same person; firms that are actually managed by one legal entity.

Companies with affiliates or dependents are required to keep records of them, updating the lists quarterly.

Affiliate information is used by other firms to avoid breaking the law when executing related party transactions. Also, this information is requested by the tax inspectorate when checking transactions between dependent and affiliated persons.

Failure to provide information about affiliation may result in fines, as well as the cancellation of the transaction with compensation for damages and lost profits. In the event of a deliberate transfer of assets from an affiliate to a dependent and an attempt at fictitious bankruptcy, the tax inspectorate has the right to recover arrears from dependent society without acceptance (automatically without the consent of the person).

Video for dessert: A school of salmon crosses a highway

The concept of affiliated persons is quite new not only in theory, but also in practical matters. In our article, we will tell you what these entities are, where the institution of affiliates is used and how they are recorded.

Affiliates - the concept and their types

This phrase began to appear in everyday life in the mid-90s of the last century. For the first time, "affiliated persons" were mentioned in the appendix to the decree of the "President of the Russian Federation" in 1992 - then it was about investment funds.

In a broad sense, affiliation is proximity to something, since the English version of this word “to affiliate” is translated as “connect, attach”. Also, this term is interpreted as introductory membership. It should be noted that affiliated persons influence each other in any activity - economic or economic. We can say that they are represented by one group

This term was reflected in the legislation in 1995, and three years later its official definition appeared.

Affiliated person - individual entrepreneur or citizens influencing entrepreneurial activity on other people or organizations. There are some nuances in accordance with which an entity can be considered controlling in relation to a company. For example, if we are talking about an OJSC, then an affiliate is a person or an entrepreneur who:

• Has at its disposal from 20% of the shares, while the citizen has the opportunity to participate in the activities of the company.
• Have more than half of the shares at their disposal - in this case, the person has a serious influence on the company, participates in the adoption important decisions(we are talking about "voting" shares).

Article 4 directly federal law RF defines this concept. But also regulations decipher the composition of this category of persons. First of all, this includes those entities that are associated with the control process, for example, large shareholders, persons involved in the management of the company, etc.

As a rule, affiliation implies the possibility of influence of one side of the activity on another. It is important to note that here we have in mind the relationship of a managerial nature, and not property. Property dependence is defined as a consequence, but by no means the main condition for the emergence of control.

Classification of affiliates - important nuances

The Law "On Competition" prescribes the following classification of such objects:

• Organizations. For example, one of the owners, a member of the management body (a striking example is the board of directors), persons owning at least 20% of the shares, etc.
• Individuals leading IP. Citizens related to those who conduct activities, an organization in which an individual entrepreneur controls 20% or more of the votes, owners of shares, etc.
• Entrepreneurs-participants of financial and industrial communities. For example, members of the board of directors, management structures, and the like.

Scope of such entities

This category is often found not only in the theoretical part of the activities of a company or individual entrepreneur, but also in the practical one. However, many people do not clearly imagine what an affiliate means, its functions, which often leads to serious mistakes when planning economic activities.

Most often, this term is associated with entrepreneurs with corporate law. It is usually used in the following cases:

1. In the process of identifying those individuals who are interested in the activities of the enterprise, which can lead to the conclusion of expensive transactions.
2. To identify directors who have a decisive "voice" in decision making.
3. To determine the subjects to whom you need to provide data on the activities of the company.
4. In the process of establishing the subjects to whom the company must provide all data on the work of the company.
5. To determine the list of persons who have overcome the 30% milestone when buying shares.

Interaction of affiliated persons

How exactly do these objects interact? As an example, we can consider the relationship between the main company and the subsidiary, which is almost 100% dependent on the main company. By creating the latter option, the company can increase the amount of detail. At the same time, there is one difference between the main company and the branch - the complete legal independence of the company.

At the same time, affiliates have not only rights, but also obligations, which is also important to understand. Let's talk about the latter. First of all, it is the need to notify OJSC about the shares held by affiliates. In this case, the request must be sent in writing, indicating in the document the number of shares, their type and other important information.

At the same time, this information must be received within the specified time from the date of purchase of shares. Despite the fact that the law does not provide for serious punishment for such subjects due to failure to provide information, some sanctions still exist in relation to them.

For example, if due to affiliates, the OJSC suffered serious losses (of any nature), then they will have to pay compensation for the entire amount damage- This is discussed in more detail in Article 15. Civil Code RF.

Responsibilities for Accounting Affiliates

Each organization must keep a record of such entities, while their list is transferred to the appropriate authorities that are responsible for regulating the market. Thus, if the rules for providing information are violated, the organization may be fined by the antimonopoly authorities.

Similar requirements apply to affiliates of LLC. The list of interested parties must be posted on the company's personal website on the Internet - these requirements are very simple to explain. The fact is that such data will be required when concluding contracts where affiliates take part. This also includes agreements of interest.

Of course, the question arises as to whether a CJSC needs to submit a list of its affiliates if such rules apply to LLCs and OJSCs, since such a company is usually not distributed by publicly distributing data about its securities, etc. Despite the differences in the activities of such companies, CJSCs are also required to report their affiliates, albeit in an arbitrary format. But if a company always posts data about shares on the Internet, then it should also post a list of interested parties there.

Accounting and Liability Issues

For example, you can take any list of affiliates, which will necessarily include the following information:

• Full and short name of the company, their mailing address.
• PHIL of the subject, address of residence, if we are talking about individuals.
• Reasons for these persons to be called affiliated.

At the same time, there are several options for punishing errors made in compiling this list or the order in which information is presented. Let's take a closer look:

1. Administrative, which occurs if the company did not provide the list in full or missed the deadlines specified in the laws.
2. Tax, which occurs in case of unreasonable price adjustments, if they differ from those accepted on the market. If, during the audit, tax specialists find out that the value of the transaction differs in price from the medium-term one by an average of 20%, this may lead to the accrual of fines and penalties. In this case, the collection of the debt will be carried out automatically - the money is simply debited from the account.
3. In case of violation of transactions with affiliated persons. In this case, a fine may also be imposed.

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