Affiliated commercial structures. Affiliates - what are they in simple words?

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Affiliation is, definition

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

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

Affiliation is joint activities, support.

Affiliation is a filter (a sort of Duncan MacLeod) aimed at removing from the search results sites of the same webmaster promoting the same information, returned for the same request.

Affiliation is fight against search results.

Affiliation in Yandex

Origin of the term affiliation

The concept of “affiliate” comes from the Latin “affiliatus”, which means “to adopt.” In the Russian language, 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. Affiliated persons are individuals who are able to influence the activities of other persons engaged in business. For example, according to the law, affiliated persons 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 affiliate, 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. Turning 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”.

Difficulty in use is due to the possible and acceptable broad interpretation of an affiliated company as a company associated in some way with 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

The parent and subsidiary organizations are related to each other by common economic activities. In addition, the parent company has the final word. Responsibility for an incorrect management decision lies with both parties. 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.

Ways to run an affiliated company

There are three different ways in which a company is controlled:

CEO. The parent organization itself appoints a manager who makes decisions alone and can, at its discretion, dispose of property amounting to 25% of the total book value. In this case, the manager bears full responsibility for the results of the activities of the affiliated company and their compliance with the managers of the parent organization. The scheme involving the general director 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 complex problems with a collective mind), however, it is not very common in Russia: authoritarianism is in fashion in our country. The collegial body has an interesting feature: it should include in approximately equal proportions representatives of the parent organization and leading subsidiary companies.

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 responsible for the losses of the subsidiary. Any shareholder of a subsidiary who owns at least one percent of the shares can make a claim to the management company. The solution that many parent organizations resort to is the creation of two companies - the direct management company and the company itself. The manager is allocated the minimum amount (10 thousand according to Russian legislation) - this amount is limited to her.

Affiliates

Affiliated sites

Affiliate sites are a group of resources of the same owner and the same topic, with the goal of occupying several places in search results on the first page of search results. An affiliate filter is a filter that greatly lowers the positions of all sites of a group of affiliates, leaving only the most relevant one in the top ten (although there are exceptions for some queries).

This filter is applied both automatically based on a signal from search robots, and manually based on a complaint from users (most often competitors). A special feature of this filter is its operating principle. It is unlike other filters “You are the last”, “You are Spam”, “Link Boom”, “For PF cheating”, etc. excludes (or lowers positions) sites from search results immediately at the moment of generating the results.

How to Avoid Affiliation

The best recommendation in this case is to concentrate efforts 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 topic, it is important to prevent overlap of search queries and try to avoid the coincidence of risk factors from the table above: register domains under different persons, at different times, create unique designs, structure and content, add variety to the list services, contact information, etc.

Google Inc. Filters

How to check sites for affiliation

Determining site affiliation using KeyCollector

How to beat the affiliate filter

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

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 operations that are simply inaccessible to ordinary people 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 figuring this out so you can understand what we’re talking about the next time you hear the word.

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, 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 Yandex search engine as an example. 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. He has a special relationship with them - 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 any 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 where there is no intersection of the list of keywords, you can achieve the desired result.

How it works?

The most relevant site will be shown in the search results for each search query. 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 a large number of resources for each regional center or city.

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.

Business language uses various terms and concepts that may be unfamiliar to the average person. 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 affiliate company is a company that depends on another organization

Meaning of the term

Affiliated companies are enterprises that have a stake in the main company, in amounts less than a controlling stake. Affiliated firms are a representative office or branch of a larger enterprise. It is important to note that parent organizations manage the subsidiary. Relevant contracts are used as the basis for managing the representative office. Affiliation is one of the ways to expand the scope of activities for interdependent organizations. A similar method is used when opening subsidiaries of large companies operating throughout 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 nineteen ninety-two and was borrowed from the English language.

The term in question 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 conducting business activities. It should be noted that in foreign countries the term in question has a more “narrow specialization”. In Europe, affiliation means 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 of the Tax Code of the Russian Federation establishes the meaning of the concept of “affiliation”. It is necessary to pay attention to the fact that, according to current legislation, such companies are recognized as interrelated. Let's understand the meaning of the term in question based on practical examples from life.

Affiliated individual entrepreneurs and LLCs

The group of affiliated individual business firms includes objects that are included in the same category of persons as the owner of the individual entrepreneur. In the case when the owner of an individual entrepreneur owns twenty percent of the shares of another enterprise, the companies become interconnected with each other. This means that a person registered as an individual entrepreneur has the opportunity to control the work of a third-party enterprise.

1. The only leader.
2. Persons included in the founders, supervisory or director boards.
3. Companies belonging to the same group as the main enterprise.
4. Persons who own twenty percent of shares or financial assets included in the authorized capital of the organization.

In addition, such companies are considered to be those where legal entities have at their disposal more than twenty percent of the securities or financial assets available in the authorized capital. This example is considered as a two-way affiliation. In the case where a legal entity belongs to an economic or industrial group, the management of this group acts as the parent organization.

In order to correctly understand the meaning of the term in question, you should understand the concept of “group of persons”. The meaning of this concept is enshrined in the Federal Law “On Protection of Competition”. The group of persons 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.

Entities belonging to the “group of persons of a legal entity” are determined based on a number of criteria. The main one of these parameters is the sole management of the organization. In addition, this person must have the right to manage a subsidiary, which is obliged to carry out all orders 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 assets included in the authorized capital of the enterprise. According to the Federal Law, this category includes persons whose decision has chosen the head of the enterprise.

It is important to note that the executive and supervisory boards consist of the same persons. The executive council includes the management and administration of the enterprise. The supervisory board includes persons on the board of directors and the foundation of the organization. Also, persons included in the category under consideration include those people at whose proposal the citizens who became members of the executive or supervisory board were selected.

Subtleties and nuances of the activities of interconnected organizations

When examining 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 leading 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, responsibility for management actions rests with both parties. It is important to note that related companies are not responsible for the debts of branches or the parent organization.

Today, there are three main methods of managing a representative office. A general director is elected to manage the branch, 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 rests with the selected person. In addition, the selection of a branch director can be carried out through a collegial council. The third method of managing a representative office is to appoint a board meeting and a 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 affiliated enterprises

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

Affiliated organizations are interconnected companies conducting common business activities. 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 of ​​business activity. A monopoly can cause the paralysis of a particular niche of the commodity market on the territory of the Russian Federation. It is this aspect that explains the importance of control over interrelated enterprises by the antimonopoly service.

Below is a sample affiliate list report:

"Application

to the Procedure approved

by order of the Federal Antimonopoly Service

Russian Federation

(as amended by the 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: The address of the organization acting as an economic entity or group of persons authorized to act on behalf of the parent company without trust documents is indicated.”

Case Study

Next, we propose to consider an example of affiliated enterprises operating on the territory of the Russian Federation. In the example below, Philip Morris International (PMI) will be represented. This international organization specializes in the production of 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 is represented by three interconnected organizations:

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

Representative offices of these enterprises are located in hundreds of Russian cities. More than five thousand workers work at the above enterprises.

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 the parent company.

The institution of affiliated persons is a fairly new phenomenon, both theoretically and practically. The article reveals the definition itself and the scope of its application.

Attention will also be paid to the accounting rules of this category, responsibility for non-compliance with them, as well as the relationship between the main and subsidiary organizations.

Affiliates. Concept and types

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. It talked about investment funds. In a broad sense, affiliation implies closeness to something, since the English verb to affiliate, from which the word comes, is used in the sense of “join, connect.”

This term can also be interpreted as joining a membership. Affiliated persons, to one degree or another, influence each other, whether in business or economic activity. In total they represent a specific group.

This term found legislative reflection in 1995, and the official definition appeared only in 1998 as a result of amendments to the Competition Law. Affiliates are citizens or entrepreneurs who can influence the business activities of other people or companies. There are some aspects in which an entity is considered to have control over an organization. Affiliated persons of OJSC are citizens or entrepreneurs:

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

It is believed that an individual can have a significant impact on an organization, having the ability to participate in decision making without even having control over its activities.

The legislative framework

Article 4 of the Federal Law, as stated above, defines what affiliated persons are. In addition, the normative act also deciphers the possible composition of this category. The list of affiliates primarily includes entities closely related to the control mechanism.

These may include holders of a large block of voting shares, direct participants in the enterprise management process. Affiliation usually implies the possibility of unilateral influence of one side of economic activity on another.

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

Classification

According to the Competition Law, affiliates may be:

1. Enterprises:

One of the owners of this legal entity;

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

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

An organization in which the subject in question acquires the right to control the number of votes exceeding 20% ​​of the total;

The party exercising the powers of the sole body.

2. An individual conducting business activities:

Citizens who belong to the same group as the subject;

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

3. Entrepreneurs participating in financial and industrial groups:

Members of supervisory bodies or boards of directors;

Collegial management structures;

Entities that exercise the powers of individual divisions of the group.

Scope of this category

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

• the process of identifying persons who obviously have an interest in the actions of the company, which presumably will lead to the conclusion of a transaction;
• identification of directors who have the right to cast a decisive vote in relation to a transaction of interest to them, which an open joint-stock company with a number of participants of over a thousand intends to carry out;
• determining the list of entities about which the business company must be provided with information;
• the process of identifying persons, the provision of information about whom the joint-stock company is obliged to provide;
• determining the list of participants who have overcome the thirty percent mark during the acquisition of shares of the OJSC; in this case, certain procedures must be followed, the course of which is regulated by law.

Relationships between the parent company and its subsidiary

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

Responsibilities

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

Information must be received within a certain period from the moment of acquisition of shares. Despite the fact that there is no provision for the liability of such persons before the law in connection with failure to provide the necessary information within the allotted time, certain sanctions against them still exist.

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

Accounting responsibilities of enterprises

The company is required to maintain a list of affiliates. The list must be submitted to the relevant authorities responsible for regulating this market. Antimonopoly legislation involves the imposition of a fine for violation of existing rules for providing the necessary information. The same rules apply to the list of LLC affiliates. Lists should be publicly posted on the Internet.

Such requirements are quite understandable. Such information is in great demand within the framework of a certain procedure for concluding transactions in which affiliates participate. These include, in particular, interested party agreements. A logical question arises: “Is a closed joint stock company obliged to submit information about affiliated persons?”

After all, it, as a rule, does not engage in public placement of securities. Accordingly, the rule concerning open joint-stock companies does not fully apply to closed joint-stock companies. Nevertheless, his responsibilities include maintaining records of the subjects in question, albeit in a free form. If a closed joint stock company carries out a public placement of bonds, then it is also obliged to publish the register of affiliated persons on its website on the Internet.

Accounting procedure

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

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

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

3. Grounds for being an influential party, the date of occurrence of these grounds.

Responsibility

There are different types of punishment for violating the prescribed order.

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

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

3. Violation of the procedure for carrying out transactions in which affiliates are participants may also be subject to civil liability.