01.11.2019

Affiliated Sales Representative. What are affiliates? Problems of implementing legislation on affiliated persons

Understanding the term affiliate

The term " affiliate" comes from the English verb " affiliate" - to join, to unite. If we talk about this concept in a broad sense, then “affiliation” means closeness to something, a preface to membership.

The concept " affiliates"it is quite possible to define this way: these are persons, due to certain relationships influencing each other. Collectively, affiliated persons form an affiliated group.

Affiliate- this is an organization or an individual that is capable of exerting direct influence on the activities of a business company through personal participation in capital or through membership in the governing bodies. With all this, a connection is established between persons in a property and organizational sense. All subsequent actions are carried out only with clear coordination.

For the first time in the legislative acts of Russia, this term was seen in the Decree of the President of the Russian Federation of October 7, 1992 No. 1186 “On measures to organize the securities market during the privatization of municipal and city companies” (or rather, in the appendices to it: No. 1 - “Regulations on investment funds” and No. 2 “Regulations on special privatization investment funds accumulating privatization checks of natives”). In this Decree, the category of an affiliated person - an individual or legal entity (joint-stock company, partnership, state-owned enterprise) includes: its manager, boss and officials, founders, as well as shareholders who own 25 percent or more of the shares, or in which this person owns 25 percent or more of the voting shares.

Therefore, affiliates include:

Shareholders with a large block of shares. With the help of their voices expressed, they have the opportunity to take part in the management of society, to exercise control over its work;

Persons who directly determine the behavior of a community, company, or other person through participation in its governing bodies (by persuasion or specific participation).

The concept of “affiliated persons” is closely connected with the concept of control, in other words, a device with the help of which connections between persons within a category are established. In the same Presidential Decree, control is defined as the ability to have a major influence on the management of the work of an individual or legal entity, such as the exercise or appropriate ability to manage an enterprise in which this individual or legal entity owns 25 percent or more of the voting shares.

The term “affiliated persons” appears in 16 documents adopted by different authorities:

In letters from the Ministry of Finance dedicated to the certification of experts of investment institutions (2 documents);

In the orders of the State Property Committee of Russia (5 documents);

In documents (orders) adopted by the Federal Commission on Significant Securities and the Stock Market under the Government of the Russian Federation (6 documents).

The listed documents relate mainly to the regulation of the work of investment funds; as a result, the definition of “affiliated persons”, which is given in these regulations, should be used only in relation to investment funds.

For the first time at the level of Federal law, this term was used in the Russian Law “On Joint Stock Companies”. The specificity of this Law is that the concept of “affiliated persons” applies to all joint-stock communities, not counting the cases listed in Art. 1. Distinctive features of creation and legal status joint-stock communities in the field of investment work (which includes investment funds) on the basis of clause 3 of Art. 1 are guided by federal laws regulating their activities. Here this law does not have a direct impact on investment funds.

This list can be expanded a little. The Competition Law applies mostly to product markets. According to paragraph 3 of Art. 1 of this Law, cases related to monopolistic work and unfair competition in the market valuable papers and economic services, except in cases where developments in these markets have an impact on competition in product markets, are regulated by other legislative acts Russian Federation.

An example of another legislative act can be the Law “On Introducing Changes and Additions to the Law of the RSFSR “On Banks and Banking Work in the RSFSR”, which recently came into force. According to Art. 32 (antimonopoly rules) of this Law, compliance with antimonopoly rules in the field of banking services is controlled by the Municipal Committee of Russia for Antimonopoly Policy and Support of New Financial Structures in combination with the Central Bank of the Russian Federation.

The concept of an affiliate in the legislation of the Russian Federation

In Russian law enforcement practice, to our great regret, there are very often discrepancies in the explanation of various concepts, and often there are gaps in the legislation and conflict of laws rules. For a long time, the concept of “affiliated person” was not considered (and is not fully classified) as an exception, the meaning of which has been updated over the past few years.

Turning to the etymology of the concept of “affiliate,” the roots of the true term should be sought in the British language. Finally, it is indisputable that the root of the word “affiliated” is the verb “to affiliate”, which literally means to accept as a member, to join, and even to adopt. It turns out, actually we're talking about about a certain relationship between subjects, which can be expressed both legally and practically. If in your own linguistic research go further, then in the British language we can still identify the absolutely accurate term “affiliated person”, literally translated as “affiliated person”. Although, in fact, it should be noted that there is a synonymous term “Control Person”, which, in addition to its own first meaning “exercising control person”, resulting from the literal translation, is, among other things, translated as “affiliated person”. And here we immediately see a terminological connection, from which it follows that an affiliate is a person capable of controlling another person. Moreover, out of context, “affiliated” is translated as cooperative, from the word cooperation, meaning the cooperation of several individuals to achieve a common goal. This means that, in addition to the control of one person by another, there may also be such an indicator as a plan to work on the basis of mutual “private” interests.

But what does the legislator say on this pretext?

During a specific period of time, after the federal law “On Joint Stock Companies” first mentioned the term “affiliated persons”, which did not have a specific collective concept, there were difficulties in classifying any group of entities as these persons . The only thing that made it possible to meaningfully define the subjects of the relationship in the form of affiliated persons was the condition of interest (in this case - joint stock company) in making transactions. At the same time, Article 81 of the Federal Law “On Joint-Stock Companies” has aspects of interest in the company’s transaction. Thus, this article lists all groups of subjects (member of the board of directors (supervisory board) of the company, a person performing the functions of the sole executive body of the company, including a management organization or manager, a member of the collegial executive body of the company or a shareholder of the company, having in combination with his affiliates of 20 percent or more of the voting shares of the community, and another person who has the right to provide the company with integral instructions) who are recognized as interested in the company completing a transaction in cases where they, their immediate relatives and (or) their affiliates have 1 of subsequent features.

Firstly, they are considered a party, beneficiary, arbitrator or adept in the transaction.

Also, they own (each separately or in aggregate) 20 percent or more of the shares (shares, shares) of a legal entity that is a party, beneficiary, arbitrator or adept in the transaction.

In addition, they hold positions in the management bodies of a legal entity that is a party, beneficiary, arbitrator or follower in the transaction, and also positions in the management bodies ruling organization this legal entity.

As we see, the legislator in this interpretation only mentions affiliated entities, focusing on interdependent properties, without drawing practically any definition. The situation is identical in the federal law “On Limited Liability Companies”, where in Article 45 said law among other things, formal indicators of interest in the company’s transaction are attached. In addition to all this, in the federal law “On Banks and Banking Activities” in Article 11.1 there are restrictions for officials of credit institutions: “The sole executive body, his deputies, members of the collegial executive body, the chief accountant credit organization, the manager of its branch does not have the right to hold positions in other organizations that are affiliated with the credit organization in which its manager, chief accountant, or manager of its branch work. “This, among other things, indicates the presence of only individual features of the concept we are considering.

Although in the legislation of the Russian Federation there is still a definition of the concept of “affiliated person”. In April 1998, the federal law “On introducing changes and additions to the law of the RSFSR “On competition and limiting monopolistic activities in commodity markets” was adopted, which attached this concept to a suitable legal act.

Based on a similar formulation of the problem, the unconditional conclusion follows that with this option, the term “affiliated person” was introduced by the legislator in order to protect competition and limit monopolistic activities. In this context, it seems objective that some authors noted that if one person acquires a significant share of shares (parts) in business communities (partnerships), one person will be able to influence the decision-making of the entire business community or partnership, infringing on the rights of minority shareholders, and also enter into transactions , contrary to antimonopoly legislation; that specifically to prevent similar abuses, a group of affiliated persons and specialized rules for their role in civil circulation are legally established.

It was immediately noted that the creation of the institution of “affiliated persons” pursued a number of goals:

determination of forms and methods of dependence of economic entities, between which there is every chance of presenting relations of financial and legal inequality;
development of a special method legal regulation of these relationships, based on the principle of accounting and control of affiliated persons, as well as public reporting on them.

Similar goals, from our point of view, are the most multi-purpose in nature and cover all possible areas of public relations. In addition to all this, one more task can be identified in regulating the institution of affiliated persons in relation to corporate relationships in the form of a measure to ensure the protection of the interests of investors from dishonest work and abuse of persons having influence on the activities of the company. Here we are talking directly about the use of this concept to corporate relations, therefore, affiliation is not limited only to the purely entrepreneurial sphere.

In the legislation itself, in Article 4 of the RSFSR Law “On Competition and Limitation of Monopolistic Activities in Commodity Markets”, individuals and legal entities, capable of influencing the activities of legal entities and (or) individuals performing entrepreneurial activity. At the same time, the legislator distinguishes affiliated entities into legal entities and individuals.

Thus, affiliates of a legal entity include the following groups:

a member of its Board of Directors (supervisory board) or other collegial management body, a member of its collegial executive body, also a person performing the functions of its sole executive body;
persons belonging to the group of persons to which this legal entity belongs;
persons who are authorized to give instructions with more than 20 percent of the total number of votes attributable to voting shares or constituting a charter or shareholding part of this legal entity;
a legal entity in which this legal entity has the right to give instructions with more than 20 percent of the total number of votes attributable to voting shares or underlying authorized or share capital contributions to parts of this legal entity;
when a legal entity is considered an accomplice of the financial-industrial category, its affiliates include, among other things, members of the Board of Directors (supervisory boards) or other collegial management bodies, collegial executive bodies co-participants of the financial-industrial group, as well as persons acting as sole executive bodies of co-participants in the financial-industrial category;

From among the affiliated persons of an individual performing entrepreneurial activities, the legislator distinguishes the following 2 categories:

persons belonging to the group of persons to which this individual belongs;
a legal entity in which this individual has the right to give instructions with more than 20 percent of the total number of votes attributable to voting shares or underlying authorized or share capital contributions to parts of this legal entity.

It turns out that the law sets practical conditions under which a state of affiliation arises between two or more persons (role in capital, the presence of labor and contractual relationships, membership in the management bodies of a legal entity, similar relationships), in other words, they are given the opportunity to bear material, contractual, organizational - managerial, family law and even mixed in nature.

At the same time, there are regulatory legal acts that establish concepts that, by their nature, correspond to the legally established indicators of affiliation, although they have their own names. For example, Article 12 of the Federal Law “On Auditing Work” establishes the institution of autonomy of auditors, audit organizations and personal auditors, which is similar in nature to the institution of affiliated persons. The mentioned federal law, among other things, establishes categories of individuals and legal entities (audit firms and personal auditors) that are not able to implement in relation to specific entities.

auditors are considered the founders (participants) of the audited entities, their managers, accountants and other persons responsible for the company and its management accounting and the formation of monetary (accounting) reporting;
auditors consist of the founders (partners) of the audited entities, their officials, accountants and other persons responsible for the company and maintaining accounting records and preparing financial (accounting) statements, in the immediate family (guardians, spouses, brothers, sisters, children, and also brothers, sisters, ancestors and children of spouses);
audit organizations, heads and other officials who are the founders (participants) of the audited entities, their officials, accountants and other persons responsible for the company and maintaining accounting records and preparing financial (accounting) statements;
audit organizations, the heads and other officials of which are closely related (ancestors, spouses, brothers, sisters, children, also brothers, sisters, ancestors and children of spouses) with the founders (partners) of the audited entities, their officials, accountants and other persons , who are responsible for the company and maintaining accounting records and preparing financial (accounting) statements;
audit organizations in relation to audited entities that are their founders (participants), in relation to audited entities for which these audit organizations are considered founders (participants), in relation to subsidiaries, branches and offices of the designated audited entities, and also in relation to organizations with aggregate with this audit organization of founders (partners);
audit organizations and personal auditors who, over the course of the 3 years preceding the audit, provide proposals for the renewal and maintenance of accounting, and also for the preparation of economic (accounting) reporting to individuals and legal entities - in relation to these persons.

As we can see from these legislative restrictions, we are talking about persons who have indicators of affiliation (role in capital, presence of labor and contractual relationships, membership in the management bodies of a legal entity, family ties), but there is a subject specificity.

Suppose in tax legislation for the purposes, the concept of “interdependent persons” is used, which, according to own indicators identical to the concept of “affiliates”. Article 20 of the Tax Code stipulates that interdependent persons are individuals and (or) organizations whose affairs have the potential to affect the conditions or financial consequences of their work or the work of the persons they represent, and specifically:

1 organization specifically and (or) indirectly participates in another organization, and the total share of this participation is more than 20 percent;
one individual is subordinate to another individual due to his official position;
persons are in accordance with the family legislation of Russia in marital relations, relationships of inextricable connection or quality, adoptive parent and adopted child, and also patron and ward.

Also, part 2 of the article under consideration establishes the right of the court to recognize persons as interdependent for other reasons, if the affairs between these persons have every chance of influencing the consequences of transactions for the sale of goods (deeds, services).

It turns out that given the multifaceted nature of this phenomenon, there is no general methodology for classifying a person as an affiliate; there is no specific definition of the form of influence of affiliates on dependent entities. Therefore it is necessary to develop general approach, unify legislative definition the concept of “affiliates” for the ability to implement the latter when qualifying relationships in various fields social work. At the same time, this work is already being carried out by the legislator, thanks to which a plan for the federal law “On Affiliated Persons” has been developed, which is focused on “establishing the obligation of legal entities and individual businessmen to record and provide information about their own affiliated persons, claims for transactions with affiliated persons or with their role, describes the rights of co-participants (founders) of legal entities to receive information about affiliated persons of legal entities of which they are considered co-participants (founders). The presented bill most fully characterizes the concept of affiliated persons, taking into account the accumulated skill in its implementation, establishes requirements for accounting for affiliated persons, identifying information about affiliated persons, and also responsibility for non-compliance with the noted claims.

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08/23/2014 The concept of " affiliate"is defined in the RSFSR Law of March 22, 1991 N 948-1 "On competition and restriction of monopolistic activities in commodity markets." So, according to the provisions of Article 4 of the said Law affiliates- these are individuals and legal entities capable of influencing the activities of legal entities and (or) individuals engaged in business activities. In accordance with the above law affiliated persons of a legal entity are: - a member of its board of directors (supervisory board) or other collegial management body, a member of its collegial executive body, as well as a person exercising the powers of its sole executive body; - persons belonging to the group of persons to which this legal entity belongs; - persons who have the right to dispose of more than 20% total number votes attributable to voting shares or contributions constituting the authorized or share capital, shares of a given legal entity; - a legal entity in which this legal entity has the right to dispose of more than 20% of the total number of votes attributable to voting shares or contributions constituting the authorized or share capital, shares of this legal entity; - if a legal entity is a member of a financial and industrial group, to its affiliates also include members of boards of directors (supervisory boards) or other collegial management bodies, collegial executive bodies of participants in a financial-industrial group, as well as persons exercising the powers of sole executive bodies of participants in a financial-industrial group. Information about such persons should first of all be contained in the lists affiliates, which a business company is obliged to maintain, store and provide access to shareholders (participants) in accordance with the legislation of the Russian Federation. Thus, for a JSC this obligation is provided for in paragraph 13, clause 1, article 89, clause 1-2 Art. 91, clause 4. Art. 93 Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies”. For LLC – paragraph 10, clause 1, clause 4, article 50 of the Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”. However, the information available to society about its affiliates, cannot be considered reliable without careful verification and identification of the ultimate beneficiaries of all participants and persons. There are two main types affiliation: “bottom up” and “top down”.

Affiliation“top-down” is the ability to dispose (directly or indirectly) of votes, shares or shares of companies through direct participation in their capital or in the capital of companies, which, in turn, directly or indirectly control this company.
Affiliation“bottom-up” is a situation in which more than 20% of the company’s votes can be controlled by another person and the company is deprived of the opportunity to obtain from its participant (and often the main owner) information about who, in turn, is its participant with a share more than 20%.

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. IN colloquial speech this adjective is practically never found, 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 from this word the word "branch" was formed), 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” 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 the Russian tax code itself 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 the majority of the 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, which is devoted to 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 in fact at different levels. In the Russian Federation, similar 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 a huge number of affiliate resources, which will ultimately 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 when mentioning certain affiliates in a conversation or talking about the presence of affiliated sites around some major resource on the Internet.

Section 1. The concept of affiliation.

Section 2.Accession enterprises, companies to another, larger, related enterprise as a branch. Affiliates.

Section 3. Affiliation sites by Yandex and .

Affiliation concept

The use of a word as an economic term is related to its forms as a verb and an adjective.

Affiliate - accept as a branch; admit to membership; unite, join. Affiliated organization- branch company, subsidiary firm, an organization with which there are connections, a participating company, controlled by . Affiliated network - partner network, branch network, regional network Affiliate agreement - license agreement for organizations with a branched structure. Affiliated persons are individuals and legal entities capable of influencing the activities of other persons engaged in business activities. For example, according to legislation (including Russian) affiliates legal faces- a member of its board of directors, supervisory board or other collegial management body.

Difficulties in use are explained by the possible and acceptable broad interpretation of an affiliated organization as a company associated in some way with another company. At the same time, its narrow definition is an organization in which another company has a minority interest, that is, it owns less than 50 percent of the voting shares. Therefore, two organizations are affiliated if one has a minority, the other a majority of voting shares, or they are both subsidiary companies, that is, companies with more than 50 percent voting shares are owned by a third firm, called the parent.

Therefore, a subsidiary organization is always, by definition, affiliated, but the term subsidiary is preferable when it exists outside of a majority of the shares of the organization in question.

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 organization.”

Difficulties in use are explained by the possible and acceptable broad interpretation of an affiliated firm as an organization associated in some way with another company.

At the same time, its narrow definition is a company in which another organization has

minority interest, that is, in its ownership - less than 50 percent voting shares.

Accessionenterprises, companies to another, larger, related enterprise as a branch, affiliates

An affiliated company, as follows from the primary meaning of the word affiliate, is an organization that depends on another company. An affiliated company is a controlled organization, that is, a company participating in a joint business that is not completely free in its actions.

In a broad sense, two entities "A" and "B" are affiliated if they cross-own each other's shares. But what if "A" has more than 50 percent of the shares of "B" and "B" has less? In this case, a narrow definition would be more accurate. "A" is the parent company, and "B" is a subsidiary, subsidiary organization.

If both firms are subsidiaries, that is, companies in which more than 50 percent of the voting shares are owned by a third entity, called the parent, then they can also be considered affiliates. In a broad sense, a subsidiary firm, as a division of a multinational firm, is always affiliated by definition, but the term "subsidiary" is preferred when there is control on the other side over a majority of the shares of the organization in question.

Legal entities and individuals connected in organizational and property terms are recognized as affiliated. Due to such connections, they are able to influence each other, which affects the formation of economic relations. The concept of “affiliates” appeared in our country during the transition to market economy, in conditions of expansion and complexity of economic relations between economic entities.

The concept of “affiliates” is widely used in business legislation. For example, in accordance with Art. 93 of the Federal Law “On Joint-Stock Companies”, affiliates of the company are required to notify the company in writing about the shares they own, indicating their number and categories (types) no later than 10 days from the date of acquisition of the shares. If this is not done or is done untimely, the affiliated person is obliged to compensate for the damage caused to the company as a result. The Company is obliged to keep records of its affiliates and submit reports on them in accordance with legal requirements.

The concept of affiliated persons was formulated in the Federal law dated May 6, 1998 No. 70-FZ, which introduced changes and additions to the Antimonopoly Code. Changes and additions were, in particular, made to Art. 4 Antimonopoly law, which defines the concept of affiliates. In connection with the adoption of the law on the protection of competition, most of the provisions of the Antimonopoly Law were repealed, but the provisions on affiliated persons remained in force. In Art. 4 of the Antimonopoly Law is given first general definition, and then it is clarified in relation to affiliated legal entities and physical persons.

In general terms, legal entities and individuals capable of influencing the activities of other legal entities and individuals.

Affiliates legal entity are:

members of its board of directors (supervisory board) or other collegial management body, members of its collegial executive body, as well as a person exercising the powers of its executive body;

persons who have the right to dispose of more than 20% of the total number of votes attributable to shares (contributions, shares) that make up the charter (share) of this legal entity. faces;

organization in which this legal entity a person has the right to dispose of more than 20% of the total number of votes attributable to shares (contributions, shares) constituting the charter (share) capital this company;

if a legal entity is a member of a financial-industrial group, its affiliates also include members of the board of directors (supervisory board) or other collegial management bodies, collegial executive bodies of participants in the financial-industrial group, as well as persons exercising the powers of sole executive bodies of participants in the financial-industrial group groups;

persons belonging to the group of persons to which this legal entity belongs. face.

Thus, it is assumed that the concept of “affiliated persons” is broader than the concept of “group of persons”. The first is a generic concept, and the second is a specific concept.

Defining the concept of affiliated persons through the concept of a group of persons leads to the complication of this definition and repetition of the same provisions mentioned in different aspects. Thus, if, in relation to financial-industrial groups, in the definition of the concept of affiliated persons, they include only executive employees of organizations included in the financial-industrial group, then, according to the definition of a group of persons, these companies themselves also belong to them.

Individuals who are spouses, parents and children, brothers and sisters are also included as members of a group of persons. These entities, related to each other by family relations, are classified as affiliated persons by recognizing them as constituting a group of persons. Meanwhile, it would be more logical to directly recognize them as affiliates, since taking into account family relationships is more typical for affiliation.

The concept of affiliated persons and the concept of a group of persons express different degrees of legal ties between entities. Affiliated persons do not constitute a single legal entity, but the connections between them have legal significance. On the contrary, a group of persons has the right of a subject, although not in all business relations, but only in those that fall within the scope of antimonopoly legislation. Therefore, the concept of affiliated persons is considered, as noted above, as a generic concept, and the concept of a group of persons - as a specific concept.

Affiliation of sites with Yandex andGoogle

If you came up with the idea that the TOP search results can be filled with your sites for some query, then I want to disappoint you. You are not the first to come up with this move. And search engines have been struggling with this for a long time, and the term affiliate sites appeared.

Affiliation is involvement in something, the ability to influence someone’s activities.

Affiliated sites are sites that have the same characteristics in one way or another. common goals and tasks within a specific individual or group of individuals. Examples for one person - an organization that promotes several sites using the same key phrases.

An example for a group of people is sites designed for some kind of affiliate program. I think that the train of thought here is clear to everyone. I would like to note that the affiliation of a site is determined not only by the content, but also by the total income of the recipient (let’s call it that). Affiliated sites are in the index, but they are not in the top search results for some queries. Search engines combine them into one group (i.e., as one site) and look at the relevance of the pages of all affiliated sites from the group in the aggregate. Therefore, only one site from one group of affiliate sites can be in the top. Moreover, in one region one site may be affiliated, but not in another.

The question arises: how do search engines affiliate sites? Here you can only guess, there are obvious answers - some contact information, some registration data domains, one hosting. There are questions about other characteristics. Let's take store affiliate programs. What is important here is the degree of similarity between your website and the website of your partner donor. Yandex states the following...

“...At the same time, sites are recognized as similar if a significant part of the assortment of goods offered on the sites, sold in the same region, coincides, and/or the presence of other signs suggesting that the same goods are offered by the same supplier, regardless of minor differences assortment."

But how Yandex applies this rule in practice is anyone’s guess. The only thing you definitely shouldn’t do is use ready-made solutions from a partner. It’s better to have a unique design, make product descriptions yourself, make your own structure, take goods via rss channels.

Yandex does not allow simultaneous advertising in the Yandex-Direct and/or Yandex-Market systems goods/services to several different sites of the same organization, despite the fact that he loses in the process. Similar sites are grouped in searches and are completely or partially removed from Direct and Market. IN Google Affiliate sites are undervalued in searches due to lack of uniqueness information and are removed from advertising program AdSense due to dishonest “cheating” of advertising.

And most importantly... a free service has appeared that makes it possible to check a site for affiliation for free.

Factors influencing affiliation.

Yandex (Yandex employees) compare two sites according to the following criteria:

Whois data match

Match the contact information indicated on the websites, i.e. phone numbers, addresses Email etc.

Same content

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, because English verb to affiliate, from which the word comes, is used in the meaning “to join, connect.”

This term can also be interpreted as joining a membership. Affiliated persons, to one degree or another, influence each other, be it 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. Besides, normative act decrypts and possible composition 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 implies, as a rule, the possibility of unilateral influence of one party economically economic activity to 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. Not last role Relationships of a related nature play a role in this issue.

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. 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). While creating last 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 amount, 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 imposes a fine for violation existing rules providing 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

Exist different types penalties 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 cost of the transaction deviates from the existing one by trading platform 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.

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