What are centralized forms of business? The process of transition to them includes the application of mechanisms of control and influence between organizations, as well as their development. For the USA and the countries of Western Europe, this stage is considered passed. As for the Russian Federation, here it is still far from completion.
General information
The above is due to the weakness of the domestic regulatory framework. It is she who regulates the relationship of dependence. However, there is an upside to this situation. We are talking about the possibility of using someone else's experience, which is time-tested. However, this is not always implemented by the legislator. In this case, it is advisable to study the theoretical issues that are related to the relationship of interdependence between commercial organizations. This will significantly reduce the list of problems that arise in practice.
Fundamentalinfo
What does the concept of subsidiaries and affiliates include? The relevant law must be consulted. According to it, a company is considered a subsidiary if another economic organization has the ability to determine the decisions that it makes. This can be carried out by virtue of a concluded agreement, participation (prevailing) in the authorized capital or in another way. All in the same article, the concept that defines the term "dependent society" is indicated. It is recognized as such if the dominant organization concentrates more than 20% of the corresponding shares of the first.
Management of subsidiaries and affiliates
Here, the presence of an element of indirect economic and legal control is noted. This can be seen both in the relationship of the predominant-dependent, and in the main-subsidiary companies. The presence of control indicates the existence of a relationship of subordination and power. This also applies to subordination. Thus, subsidiaries and dependent companies are connected with each other. The main ones, to one degree or another, can lead the controlled ones. That is, they influence the decisions that are made by the subsidiary. In particular, this applies to those adopted by the board of directors or the general meeting of shareholders.
Subsidiaries and affiliates. Functional Features
They are not deprived of the status of a legal entity due to the presence of an element of subordination. That is, we are talking about an independent subject of civillegal relations. In accordance with this circumstance, subsidiaries and dependent companies are fundamentally different from representative offices and branches. The latter are considered only as subdivisions of the organizations that created them. In this case, there are a number of other nuances. For example, subsidiaries and affiliates can be created anywhere. This also applies to the location of the main organization. This is excluded for representative offices and branches.
Nuances of creation
This organizational and legal form is not named in the legislation. In this regard, we can conclude that subsidiaries and dependent companies can be created in any form permitted by the legislation of the Russian Federation. We are talking about the following business companies:
- With additional responsibility.
- Stock.
- Limited.
Main differences
Subsidiaries and affiliates are distinguished by one common feature. It's about a legal relationship. However, there are certain differences between them. The basis of a subsidiary is the criterion of the ability of the dominant structure to determine its decisions. At the same time, the dependent is determined by the formal condition for the participation of the dominant organization in its authorized capital.
Targeting
Subsidiaries and affiliates have different tasks. It's all about the reason for establishing such a relationship. In the case of the main-child, these are the features of responsibilitythe first on transactions of the second. This also includes the onset of the insolvency of the latter. Predominantly dependent relationships are primarily important for antitrust law.
Share Capital
There are certain difficulties when using this criterion. It is about how to define the term "predominant". As for the absence of a formal amount of participation in the authorized capital, this makes it possible to recognize the organization as the main one, even if it has a package of less than 20% of the voting shares of the subsidiary. Prevailing participation also has a number of specific nuances. It does not mean at all that the main company will influence absolutely all decisions of the subsidiary.
Financial and industrial groups, concerns and holdings
The system of companies connected by control and economic dependence is formed by the main one together with the subsidiaries. It can be called a financial and industrial group (RF), a holding (England, USA) and a concern (Germany). The content of these formations is identical. Thus, for further convenience, one general term, "holding", will be used. Its creation is objective from the point of view of business practice.
So, the enterprise has become quite large. Money turnover is growing, extensive investment projects are being carried out. It becomes necessary to create divisions of the company, as well as subsidiaries. A certain hierarchy is needed. It is also required to minimizetax and other mandatory payments. Such a situation for business development is quite natural. Accordingly, we can say that the holding arises independently. What, in essence, are the largest Western companies at present? These are entire systems consisting of main and child communities that are interconnected. We are talking about groups of people who have united under one company name.
According to the statistics of the publication "Mond Diplomatic", in the 90s. about 37 thousand transnational organizations functioned. They, in turn, had approximately 170,000 branches and subsidiaries. In Russia, there are several largest companies that have vertical integration. So, there are subsidiaries and dependent companies of Russian Railways, RAO "Gazprom", YUKOS, LUKOIL. At present, a number of domestic enterprises related to medium and small businesses are characterized by a similar organization of corporate activities in one form or another. With the help of the structure of the holding system, many important tasks can be solved, among them:
- organization of a coordinated sales and production policy;
- effective management of subordinate enterprises.
At the same time, there is no special legal regulation. However, it is available in Western countries. Thus, the potential of this structure is not fully realized.
