Affiliated commercial structures. What does the concept of affiliated persons for LLC and JSC

Such a definition as "affiliated" came to Russia from the West. The literal translation means "connect" or "bind". Anyone who is distant from the business world will be misleading at the sight of a list of hundreds and thousands of affiliates. Affiliated faces are persons who perform an important role in the modern business sector, so they should be familiar with them closer and understand how they differ than they are regulated and what responsibilities are imposed on them.

Affiliated faces and affiliates

Affiliated faces are organizations and people who have the opportunity to influence the company or individual entrepreneurs. If in the domestic right policies against affiliates is not as strict, then in the West to this issue are suitable much more attentive. In Russia, individuals are individuals, subsidiaries and organizations that are managers.

Affiliation is the impact on the work of the company, there must be organizational and property relations between the parties. Affiliation allows you to enter the organization into the structure of another company without any changes in the manual.

Types and signs

In the West, affiliation includes fewer rights and opportunities. In the domestic environment, additional dependent relations are manifested if:

• the higher person has the right to stop the decisions of the lower persons;
• there is a share in the authorized capital;
• the person has the right to vote, which is used at every meeting;
• there are relatives among members of the Board.

Affiliated persons are not considered employees who can affect the company's production process by strikes, changing the requirements, and so on. And the relative of the owner of the company, which is entrusted to the management of a subsidiary, is considered an affiliate.

What is the affiliation of a legal entity

Affiliated persons for a legal entity are:

• persons who own and dispose of more than 20% of the Company's shares or capital;
• defined as part of a group of persons in which the company includes;
• management of a group of persons entering into financial and industrial organizations;
• employees of management bodies, including directors.

For individual entrepreneurs, a list of affiliated persons is different:

• included in the same group of individuals as entrepreneurs;
• firms where IP has more than 20% of the company's shares or capital.

What is a group of affiliates

Any legal entity has its own group of affiliates, which includes all close relatives (parents, spouse, brothers, sisters, children, grandchildren). Signs of the presence of an affiliate in the group:

• there is a package of shares consisting of more than half of the available securities;
• there is a set of powers of the main company regulating the adoption and cancellation of decisions;
• the individual has a direct impact on the definition of candidates for the Supervisory Board;
• the physical person is the head, the organization is managed by the sole executive body;
• the Supervisory Board and the Board of Directors are the same people;
• the recommendation or instruction was the reason for determining the position in the company.

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Members of the Group of Persons are allowed to intersect and cooperate with each other. A frequent situation is the influx of funds from the head company in child to increase its growth rate. Opening of branches, distribution in regions and much more. All this is affiliated networks.

Legal regulation

Affiliated persons of society are governed by the following articles of Russian legislation:

• article No. 105.1 of the Tax Code of the Russian Federation, defining dependent persons and their influence on the company;
• determining the participation of persons in the organizational issues of the company;
• regulating tax issues;
• governing transaction issues;
• Federal Law No. 39, regulating the investment activities of the Organization and the form of capital investments.

These articles of the law submits an affiliate person who became such on any of the signs (kinship, the percentage of voting shares, status). Any dependent and managerial person will have a vault of relations with each other.

If the rules of order were violated, then the following types of sentences follow:

1. Administrative responsibility. If the necessary information was provided in incredible time, or information is defective.
2. Tax liability. It applies to interdependent persons. It is superimposed if the faces have made unreasonable changes in price. To determine the presence of factors, a special commission is invited to change the cost. If the deviation was more than 20%, then taxes are maintained and determining the size of the penalty.
3. Civil liability. If the approved procedure for concluding transactions was violated.

Responsibility to provide information on affiliated persons

On affiliated persons "LLC" are imposed not only rights. Thanks to the presence of special status, such persons have a number of duties. First - they should inform the society about the voting promotions that belong to them. This is done with all the details, the form of appeal is a prerequisite - written.

Direct way to punish an organization that has not provided society information on the number of shares available. But for such legal entities, a number of sanctions are determined if the statement was not written in a strictly allial time.

Affiliated person is a person (physical or legal), able to influence the activities of individuals or legal entities that implement entrepreneurial activities. Simple words, an affiliate person (person or organization) directly participate in control over the joint-stock company.

The term "affiliate", used in Russian legislation, was borrowed from Anglo-American law. English verb Affiliate denotes verbs: connect, attach, bind.

"Affiliate someone" means to introduce an official in the leadership of one company.

In European law, affiliates are firms that are depending on other companies. In the Russian legislation, the word affiliate applies to dependent, and to prevailing persons. The main sign of affiliation is the ability to influence entrepreneurial activities.

Signs of affiliates

An important feature of an affiliated person is considered to be the availability of dependent relations between the physical or legal entity and the affiliated person of this individual or legal entity.

This dependence is manifested in the following cases:

With affiliation to the physical or legal entity of a certain share of the authorized capital of a legal entity with the right to vote in the management body
- If a natural or legal person, due to a certain legal status (for example, the status of a general director or manager of the Foundation) has the right to give mandatory instructions
- if there are certain family relations between individuals (related relationships)

Affiliates of a legal entity

Affiliated persons of JUR. Persons can be:

Member of the Supervisory Board or the Board of Directors, a member of a collegial executive body
- individuals or legal entities that have the right to dispose of more than 20% of the total number of votes, which are driven to the voting shares or the accounting capital contribution from the share of a legal entity
- legal entity if it is a member of the FPG (financial and industrial group).

The "affiliation procedure" is the process of entering one company into the structure of the other without changing the owner.

Affiliate face of an individual

Affiliated faces. Persons leading entrepreneurial activities can be:

Persons who belong to the same group of individuals as this individual
- legal entity, where Physs. The person has the right to dispose of 20% of the total number of votes, which are driven to the voting shares or the constituent equity capital contribution from the share of a legal entity.

Joint stock companies regularly provide information on their affiliated persons to the Federal Securities Commission. Also, any joint-stock company is obliged to prepare lists of their affiliates to the annual publication in the media. In addition, the lists should indicate types and the number of shares belonging to affiliates.

The definition of "affiliate" came to us from the West, and in translating this term means "to connect", "to associate". Lists of affiliates of companies encountered in the media are misleading a person far from business sphere. Who are these people and what mission is performed in the organization? In our review, we will consider in detail those affiliated persons and what are their commitments in the company.

So says the law

The concept of "affiliated" is considered in relation to both a particular person (group of people) and a whole company. So called persons (or organization), which in matters of development, operational activities and promotion are in one degree or another dependence on another organization.

The term "affiliate company" means a special enterprise, managing the activities of another company. This definition also includes subsidiaries under the control of the main enterprise.

The legislation of the Russian Federation calls this type of persons interdependent. The norms regulating the concept and obligations of these subjects are registered in several articles of the law:

• Art. 20 Tax Code.
• Art. 105.1 NK RF.
• Art. 105.2 of the Tax Code of the Russian Federation.
• Law No. 161-FZ, Art. 22.
• Law No. 39-FZ.

The main characteristic of the affiliate is the presence of specific dependent relations that unite the physical (legal entity) with an affiliated person. This type of individuals define the following signs:

• The company has a share of authorized capital and the right to vote.
• The person has a guideline legal status (represented by the Manager, Director General) and has the right to give instructions to employees of the company, mandatory execution.
• Powers are due to related link between persons.

The main characteristic of the affiliate is the presence of specific dependent relations that unite the physical (legal entity) with an affiliated person.

Classification of affiliates

According to the legislation of the Russian Federation, there are certain types of affiliates relating to a specific category.

For legal entities:

• Persons who own from 20% of shares (authorized capital) of the enterprise.
• Persons managerial bodies (Board of Directors, Managing Company).
• The company, 20% of the capital (shares) of which belongs to this legal entity.
• Persons consisting in the same group as the company.
• Group management (if legal entities are included in the financial and industrial association).

For an individual (IP):

• Persons belonging to a similar person to a group.
• Legal entity who owns 20% of votes or part of the company's authorized capital.

How to determine affiliate status

How to determine affiliates? There are clear signs characterizing this category. For an individual entrepreneur, a group of affiliates are his close relatives (sisters / brothers, parents, husband / wife, children). With respect to affiliates for legal entities, the following defining indicators can be distinguished:

• The management of the legal entity comes from one person (solely), the management belongs to one subject.
• The face owns a majority of the company's votes (from 50%), which are the indicator of ownership of shares (shares) of the company.
• The person has the right to give orders, orders another company.
• The Guiding Tips includes the same subject.
• Guidelines in the Company are appointed to indicate this person.
• The composition of the management links of the company (supervisory and executive councils) is approved by this particular.

Consider a specific example showing how to find out an affiliate. A large company has a subsidiary, which leads the son of the founder of the main organization. He intends to make a major transaction in the interests of the organization. The leaders are associated relationships, they are interdependent, and the son of the leader is in the form of an affiliate.

Responsibilities and powers of affiliated persons

For affiliated persons there are strict limitations and rules relating to awareness of other companies. This means that in the process of the company's transactions of this type should notify other organizations about the existing relationship.

Also, companies should notify the antitrust structures of the Russian Federation and controlling the instillation instances and provide a list of all dependent persons. This means that companies of such a sample are obliged to report to their shareholders, the state and conduct accounting lists of these persons in the accounting papers. Companies and JSC, placing shares on stock exchanges, are additionally required to post lists of affiliates (persons) on the Internet for general access for at least 3 years.

For violation of these requirements in 2017, responsibility is provided:

• Legal - for ignoring the general conditions of transactions.
• Tax - for manipulating pricing in the transaction process.
• Administrative - for late (false) provision of a list of dependent persons.

Determining the amount of penalties imposed on the company depends on the type of its activities and the scale of violation. The organization may impose a fine of 700 thousand to 1 million rubles.

Affiliated companies should provide information on interdependence in government structures. This is necessary to prevent collusion, intentional manipulation of prices, the formation of monopolies and to establish healthy competition in the market. In history, there are cases when the activities of powerful monopolies completely froze the markets of entire countries. To eliminate such deplorable options in the Russian Federation, there is a FAS (antimonopoly service), which monitors the activities of affiliated companies.