What are the central form of business?The process of transition to them includes the use of mechanisms of control and influence between organizations and their development.For the United States and Western Europe, this stage is passed.As for Russia, here to its completion is still far.
General
foregoing due to the weakness of the domestic regulatory framework.It was she who governs the relationship of dependence.However, in this situation there is also plus.We are talking about the possibility of using the experience of others, are time tested.Nevertheless, the legislator is not always realized.In this case, it is advisable to study the theoretical issues that relate to the relationship of interdependence between commercial organizations.Due to this there will a significant reduction in the list of problems that arise in practice.
Background information
What is included in the concept of subsidiaries and affiliates?Please refer to the relevant law.According to him, the company is considered to be a child in the event that another economic organization has the ability to determine the solutions that they are accepted.This can be done by virtue of the concluded agreement, the participation of (mainly) in the share capital or otherwise.All in the same article states the concept of defining the term "dependent society."It is recognized as such in the event that the predominant organization focuses more than 20% of their shares first.
management subsidiaries and affiliates
It notes the presence of cell-mediated economic and legal control.This is seen in the dominant-dependent relationships, and at the main-subsidiaries.Control is evidenced by the existence of the relationship of subordination and power.It also refers to the chain of command.Thus subsidiaries and affiliates related to each other.Key in varying degrees, can lead under control.That is, they have an impact on decisions made subsidiary.In particular, this applies to those that have been adopted by the Board of Directors or the General Meeting of Shareholders.
subsidiaries and affiliates.Features of functioning
They do not lose their status of legal persons because of the element of subordination.We are talking about an independent subject of civil legal relations.Under this circumstance subsidiaries and affiliates are fundamentally different from the representative offices and branches.The latter are considered only as a division of the organization, to create them.In this case, there are several other nuances.For example, subsidiaries and associates can be created in any area.This also applies to the location of the main organization.For representative offices and branches is possible.
nuances of creating
This organizational and legal form is not named in the legislation.In this regard it can be concluded that the subsidiaries and associates can be created in any form permitted by law of the Russian Federation.These are the following business entities:
- additional liability.
- Joint Stock.
- with limited liability.
main differences
subsidiaries and affiliated companies are distinguished by one common feature.This is a legal relationship.However, among them there are some differences.The basis of the subsidiary is the dominant criterion for the possibility of the structure to determine its decision.At the same time dependence is determined by the formal organization of the prevailing condition of participation in its authorized capital.
Targeting
subsidiaries and affiliated companies have different objectives.It's all in the cause of establishing such relationships.In the case of the main features of this child-responsibility first to the second transaction.This also included the onset of insolvency of the latter.Predominantly-dependent relationship, first of all, important for the antitrust laws.
authorized capital
Using this criterion, there are certain complexity.It is a question of how to define the term "predominant".As for the lack of formal size of the authorized capital, it gives the possibility of recognizing the main organization, even if it has a package less than 20% of the voting shares of the subsidiary.Majority interest also has certain nuances.It does not mean that the parent company will affect absolutely all solutions subsidiary.
Financial-industrial groups, concerns and holdings
related control system and the economic dependence of the main companies formed together with its subsidiaries.It may be cited as the financial and industrial group (RF), the holding company (England, USA) and Concern (Germany).Data content is identical formations.Thus, for convenience, is further used a common term - the "holding".Its establishment is objectively in terms of the practice of business turnover.
So, the company has become large enough.Cash turnover increases, carried out extensive investment projects.It becomes necessary to create business units and subsidiaries.We need a certain hierarchy.It also requires the minimization of tax payments and other mandatory.The situation for business development is quite natural.Accordingly, we can say that there is holding its own.That, in essence, represent the major Western companies at the moment?This entire system, consisting of the main subsidiaries and the communities that are interconnected.This is a group of individuals who came together under a single brand name.According to statistics from the publication "Le Monde Diplomatique" in the 90s.It operated approximately 37 thousand transnational organizations.They, in turn, had about 170 thousand branches and subsidiaries.In Russia it is possible to note some of the largest companies that have vertical integration.So, there are subsidiaries and affiliates of Russian Railways, RAO "Gazprom", YUKOS, LUKOIL.Currently, a number of domestic enterprises, belonging to the middle and small businesses are characterized by such organization of corporate activities in one form or another.With the structure of the holding system can be solved many important tasks, among them:
- organization of coordinated marketing and production policy;
- effective management of enterprises, subordinated to.
At the same time there is no special legal regulation.In the Western countries, it is attaching.Thus, the potential of this structure is not fully realized.
