What does affiliated companies mean? Affiliate: what is it and who can it be?

In the media, we all constantly come across tables of affiliates, banks and others; they cause wariness and misunderstanding among many people. Which entities are affiliated and for what purposes are these lists compiled?

Definition

Affiliate is an individual or legal entity that has the ability to influence legal entities or individuals who are engaged in commercial activities. A more accessible explanation is that affiliates, whether an organization or a person, have the right to participate in the control of joint stock companies.

The very name “affiliate”, now used in Russian laws, was taken from English-American law. Translated from English, the word affiliate means: to connect, join, bind. In European legal law, affiliated firms are those that are dependent on other firms. But within the framework of Russian law, the word affiliated can be applied to both dependent and dominant companies. The most important characteristic of an affiliate is the right to directly influence commercial activities.

Signs of an affiliate

One of the main characteristic features An affiliate is the presence of a relationship in which an individual or legal entity depends on an affiliate of the same individual or legal entity. This dependence manifests itself in the following cases:

• when physical or legal entity belongs certain part the main capital of a legal entity and the opportunity to have votes on the board of directors or founders;
• at some legal status natural or legal person (for example, general director or the manager of the fund) when he has the right to give binding orders;
• if the physical any persons present family relationships or family ties.

Affiliate of a legal entity

Affiliates of legal entities persons may be:

• member of the company's boards (supervisory or directors), as well as collegial executive body;
• individuals/legal entities that control 20% or more of all votes attributable to voting shares or are an authorized capital contribution from part of a legal entity;
• a legal entity, provided that it is a member of a financial and industrial group (FIG).

Under such circumstances, affiliated persons for him will also be members of committees of directors, members of collegial management structures of financial industrial groups and participants of financial industrial groups who have the powers of executive authorities

Affiliate of an individual

Affiliated individuals person leading entrepreneurial activity, can be:

• physical persons belonging to a group of persons to which the individual belongs;
• a legal entity in which an individual can control 20% of all votes that fall on voting shares or contributions from the share of the legal entity that constitute the authorized capital. faces.

On this moment joint stock communities regularly submit data on existing affiliates to the Federal Market Commission valuable papers. It is stipulated that each joint stock company must compile registers of its affiliates for publications in the media, which take place annually. In addition, these registers must indicate the number and types of shares owned by affiliates.

The subjects of many concepts in business language are familiar to us. 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

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

One more definition. An affiliated company is a company 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 organization. In this case, the parent company takes part in the affairs of the affiliate on the basis of an appropriate agreement. This kind of interdependent companies are created when business expands to areas remote from the head office, or when branches of transnational corporations open.

Thus, an affiliated company is controlled by a larger, parent company. For the Russian language, the variant branch, subsidiary organization is more familiar. The concept of “affiliation” came to us from foreign law in 1992.

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

• Art. 20;
• clause 1, art. 105;
• clause 2, art. 105.

However, the legislation calls affiliated companies interdependent.

Now let's look at more specific examples, concerning two groups of businessmen.

Affiliated entities of the legal entity

Let's 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, individual entrepreneurs:

• Firm, enterprise, 20% shares or authorized capital which this individual entrepreneur owns.
• Objects belonging to the same group of persons as the entrepreneur.

Let's look at another concept that is often found in explanations.

Group of persons - what is it?

With regard 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.

Here are the signs that someone is part of a group of legal entities:

• Individually manages a legal entity.
• Has the authority to give instructions to the company, which the latter is obliged to carry out.
• Controls more than 1/2 of the votes attributable to shares or authorized capital.
• Exactly by suggestion of this person the head of the legal entity was elected.
• The executive (directorate or board) and supervisory (foundation board, directors) boards contain the same individuals.
• At the proposal of this person, more than half of the members of the supervisory/executive board were elected.

Features of affiliated companies

Let us present the particularly 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 government control agencies and to its own shareholders. Lists of affiliated persons must also be included in accounting documents.

What is the value of such information? All kinds of mutual influences between individual entrepreneurs and legal entities can lead to collusion in the field of pricing and the 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 striking example of the object of our conversation. These are affiliated companies of Philip Morris International (PMI). This is the name of the international tobacco corporation, a leader in its industry. Its products are represented in more than 180 countries around the world. As of 2015, it held 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" (JSC). The factory is located in the Leningrad region.
• "Philip Morris Kuban" (PJSC). Located in Krasnodar.

Branches of these companies in more than 100 Russian cities. About 4.5 thousand specialists work at the factories.

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

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 appear in news reports and various analytical materials. Especially if we are talking about some kind of fraud or simply inaccessible ordinary people operations in the legal and economic spheres, as well as in economic and organizational activities. And here the question arises: affiliation - what is it? It’s worth looking into this to understand what we’re talking about we're talking about when you hear the word again.

The concept of affiliation and its origin

This word comes from the English affiliate, derived from the Late Latin filialis, which means “filial”. IN English language this word means accession, 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 subsidiary of something. If we talk about the correct spelling, then here is “branch”, that is, the correct spelling is “affiliation”.

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

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, affiliation can also be used here. What this is becomes clear if we say that we are talking about the organization belonging to a large company as a branch. At the same time, a subsidiary may well carry out its own economic activities, own its own reporting, but support the direction of the main company, and also be completely dependent on the decisions 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 fiscal authorities and other government agencies.

Affiliates

This concept implies that an individual or legal entity has the right and methods to influence the work of a business entity expressed as 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 such? Affiliated persons may include members of the supervisory board and the council, a member of the collegial executive body and others. They also include those who have the right to control more than twenty percent of the capital of the entire company or can influence the above positions.

When a legal entity enters a financial-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 leverage over the legal entity, however hiding their presence in its economic activities.

It is also appropriate to use it on the Internet. And here, underneath it, there are sites that are given a supporting role in promoting the main resource, which is the parent one. They are often called satellites or doorways. Usually, an entire network is immediately created, consisting of doorways, which are intended to transfer users to the promoted resource. So, it’s worth considering affiliation, what it means in this context, using the example search engine"Yandex". Namely, how you can get out from under such a filter and which sites most often fall under it.

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

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

How it works?

In the search results for each search query the most relevant site will be shown. By this it should be understood that Yandex itself will determine which of them best matches the entered request. Of course, there are other factors that influence the position of a resource in the results: the age of the site, the quality and number of links to it, etc. Most often, the filter includes sites of fairly large companies that create big number resources for everyone regional center or cities.

How to avoid being filtered?

Most often it works automatically. A 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. All you need to do is eliminate the signs of affiliation and wait until the filter is automatically removed. If you purchased a new domain for yourself, but have nothing to do with sites from the affiliate network, the filter will be removed very quickly. Often, it is enough for Yandex to have a similar range of products on sites, descriptions and similarity of domain names in order to recognize them as affiliated. The situation is aggravated if there is a match in the registration data of hosting and domains.

The adjective "affiliated" is rarely used in colloquial speech. Most average people have a vague idea about it. Meanwhile, this word often appears in analytical materials and news reports, especially when it comes to fraud or simply obscure to the common man operations in the economic and legal sphere, in economic and organizational work. This word also appears on the Internet when talking about “affiliated” sites.

The concept and characteristics of the term “affiliation”

This word comes from the English “affiliate”, which is derived from the Latin “filialis” - “filial”. In English, “affiliate” means “to join”, respectively, “affiliation” means connection, connection. Based on this, affiliated – connected, connected, subsidiary.

The following phrases are used: affiliated company, affiliated enterprise, affiliated person, affiliated site.

• Affiliated persons are individuals and legal entities capable of influencing the work of legal entities or individuals - individual entrepreneurs.
• Affiliated company is a company attached to a large (parent) company in the form of a branch or subsidiary;
• Affiliated person – an individual (investor) providing direct influence for the company's work.

The lack of affiliation between two companies means that one company is not a subsidiary of the other, is not part of the founders, they do not have common owners, etc. The meaning of “affiliate” means to involve a company in equity participation. “Affiliate someone” – enter ( executive one company) to the management of another.

The phrase itself arose in the Russian language in the 90s. The concept of an affiliate was first mentioned in 1992 in an appendix to the Decree of the President of the Russian Federation. The document discussed investment funds. In Russian legislation, the term “affiliation” first appeared in Federal law“On joint stock companies” in 1995.

Legal entities

An affiliated company is one that is subordinate to the parent company (branch). At the same time, the company carries out its own economic work, maintains reporting, but, in essence, supports the direction of the parent company and depends on the decisions of its management. Today, as practice shows, affiliation is used to artificially fragment a business in order to evade taxes.

Affiliated persons of a legal entity are:

• members of the board of directors (supervisory board) or other collegial management body;
• members of the collegial executive body;
• persons who have the right to dispose of more than 20 percent total number votes attributable to voting shares or contributions and shares constituting the authorized or share capital;
• a legal entity in which this legal entity has the right to dispose of more than 20 percent of the number of votes attributable to voting shares or contributions and shares constituting the authorized or share capital;
• members of boards of directors (supervisory boards), collegial executive bodies or persons exercising the powers of sole executive bodies of participants in a financial and industrial group.

Individuals

Affiliated persons also mean individuals (investors) who have the right and ways to influence the activities of a business entity - an individual or legal entity (firm, company), since they own a share of capital or are members of the organization’s management bodies.

An affiliate of a company is a member of the board of directors or supervisory board, a member of the collegial executive body, an executive director. Affiliates also include those who control more than 20 percent of the company's capital.

At the same time, affiliates individual- entrepreneurs, according to the bill, are persons belonging to the same group of persons as the given individual.

Affiliates have a number of responsibilities. First of all, they are obliged to inform the public about the shares they own. This is done in writing and indicating the agreed details (exact quantity, types of papers, etc.).

The law does not provide for the liability of such persons in connection with failure to provide within the allotted time necessary information. But at the same time, there are sanctions against them. If, due to the fault of affiliated persons, the joint-stock company suffered losses (for example, property damage), then the punishment will be compensation for the entire amount of damage caused.

About affiliate sites

On the Internet, affiliated sites include those that play a supporting role in promoting the main, parent site.

In another way they are called doorways, or satellite sites. As a rule, a network of doorways is immediately created, designed to ensure that the user goes from them to the site being promoted.

Very often in a professional environment you can hear such a legislative term as “affiliated person”. What this term represents and who can usually be called by 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 concept of “affiliated” itself means and to whom it can be addressed. This adjective practically never appears in colloquial speech, so most people simply do not know what we are talking about. However, often this word can be heard in the news or analytical articles when it comes to fraud in the economic or legal sphere, as well as operations in these areas that are obscure to the average citizen. You can often hear about affiliates or legal companies, and even about affiliated Internet resources.

The word itself has Latin roots and originally referred to the word “son” (later the word “branch” was formed from this word), and later English version affiliate literally means “to attach something”, and English noun affiliation is translated as “connection” or “connection”.

Thus, we see that the word “affiliated” when translated into colloquial Russian means connected or subsidiary.

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

As we understand, an affiliated object is considered to be one on which the activities of other, less significant ones depend. Now let's look at what this concept is from a legal point of view.

Who can be an affiliate or company?

So, from a legal point of view, an affiliate is a person or organization that capable of having a direct impact for the work of another legal entity, be it big company or an individual entrepreneur.

Companies can also think so, and not only subsidiaries, but also those structures that have the right to manage the activities of other companies and legal organizations.

In Russian tax code himself this concept no, but it has been replaced by a more understandable name - related party.

Who is considered an affiliate: list of personalities and structures

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

• sole managers, board of directors or supervisory structure;
• citizens who are in the same group as the organization itself;
• persons who own more than 20% of the shares of this structure or its authorized capital;
• a company in which the structure in question has 20 percent or more 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, affiliated persons are:

• those persons who are included in the same group of persons as the entrepreneur;
• a company or firm in which the entrepreneur has a share or part of the authorized capital in an amount exceeding twenty percent.

Group of persons with an affiliate: who are they and who can be part of it?

When we listed who can act as affiliates of a legal entity or individual entrepreneur, the group of persons that the company or entrepreneur can be a member of was mentioned. So, the members of such a group in the case of individual entrepreneur– these are his immediate family, including spouses, children, parents, brothers or sisters. But group members for a company are categories of persons who:

• can control more than half of the voting rights of the company's shares or more than half of its share;
• solely manage this company or structure;
• have the right to give instructions that require unquestioning execution;
• represent most supervisory and executive staff of the company's management body;
• have the right to appoint or elect a nominee director 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 can intersect and unite. For example, if two members of two different groups have big influence in the third group, but from a legislative point of view the first two groups should be considered as one.

Is there a need to provide information about affiliates?

According to the legislation that deals with the problems of monopolization, joint stock companies are required to provide such lists authorities. Such a report is required both to government agencies, to shareholders, and for accounting reports.

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

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

If such a process is uncontrolled, then this leads to the destruction of entire markets, and at very different levels. IN 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 something slightly different than in the legal context. Thus, an affiliate site is a site that created for the purpose of promotion main It can also be called a doorway or satellite. Developers can create great amount affiliated resources, which will ultimately lead the user to the site that is the object of promotion.

As you can see, when explaining the concept of affiliation, it becomes more understandable and you can understand what your interlocutor means when mentioning certain affiliates in a conversation or talking about the presence of affiliated sites around some major resource on the Internet.