List of affiliated persons of LLC. How to create a list of affiliates Affiliates and list of members

The concept of “affiliates” is most often found in corporate reports and in chronicles of economic crimes. Business optimization - and withdrawal of assets, company development - and fictitious transactions... Who are affiliates? How to identify them in other companies and how to keep records in your own?

Affiliated persons are all persons who, due to their status, can influence management decisions in an organization or an individual entrepreneur. Influence means control over the development strategy of an enterprise, decision-making on mergers and acquisitions, major transactions (purchases or sales), management structure, etc.

The term “affiliation” comes from the English “affiliate” - “branch”, “branch”, “companion”, “joined”.

Legislation in Russia does not describe the affiliation of legal entities as clearly as in Western countries - in our country it is a broader concept. The Tax Code of the Russian Federation (Articles 20; 105.1 and 105.2) has the concept of interdependent persons. The RSFSR Law of March 22, 1991, No. 948-1 (Article 4), which is still in force, briefly lists affiliated persons and indicates the main signs of affiliation.

Signs of an affiliate

Has the right to vote at meetings of shareholders of an OJSC or members of an LLC.
Owns a block of shares that allows you to influence the decisions of the meeting of shareholders, or shares in the authorized capital. For example, PJSC Gazprom owns 100% of the shares of Gazprom Transgaz Ufa LLC and, in accordance with this, exercises direct control, being an affiliate for its Ufa subsidiary.
Has family ties with managers/members of the board of directors/owners of the organization. David Traktovenko owns the St. Petersburg Banking House holding, and his son Vyacheslav is the chairman of the board of directors of the Mix cafeteria chain and the Fitness Formula chain of fitness clubs. The first in relation to the second is an affiliate.
Has the right to cancel or suspend decisions of the company’s executive bodies (if the affiliated person is a member of the board).

Who can be an affiliate

Legal entities can be affiliated with both organizations and individuals. Their list includes:

head of the executive body of a legal entity. For example, Vagit Alekperov, who formally owns 2.5% of Lukoil shares, is a person exercising the powers of the sole executive body of this company, and therefore affiliated;
member of the board of directors, supervisory board or other collegial body of a legal entity. Gregor Mowat or Timothy Demchenko do not have shares in Magnit, but in 2018 they are members of its board of directors, and, accordingly, are recognized as affiliates;
owners of more than 20% of shares or shares in the authorized capital. The Rosneftegaz company owns 50% of the shares of Rosneft PJSC and on this basis is an affiliate;
a dependent organization in which this legal entity owns more than 20% (for example, a subsidiary);
firms belonging to the same group of persons (more on this in the next chapter) as this company.

Individuals may be affiliated:

in organizations in which these individuals control more than 20% of shares in the authorized capital;
from other companies belonging to the same group as the individual.

What is an affiliate group

This term is taken from Law No. 135-FZ “On the Protection of Competition”. It can mean several options. So, the group of affiliates is:

1 Several enterprises belonging to one financial and industrial group. For example, the Kachkanarsky GOK, part of the EVRAZ company, belongs to a group of affiliates with Evrazruda, Yuzhkuzbassugol, Nizhny Tagil Iron and Steel Works and a dozen other legal entities.

2 Direct relatives (spouses, parents/adoptive parents, children, brothers and sisters) and legal entities belonging to them. For example, the Safmar holding is owned by Sait-Salam and Said Gutserievs. This is the brother and son of the owner of the RussNeft company, Mikhail Gutseriev. All their legal entities are included in the group of affiliates.

3 Legal or natural person and organizations in which the mentioned persons have more than 50% of shares or shares in the authorized capital. Affiliated companies can be either LLC or OJSC; this is not distinguished by law.

4 Individuals and companies in which this person is the sole manager (for example, general director).

5 Individual or legal person and organizations to which these persons have the right (based on constituent documents) to give binding guidelines.

6 Several organizations whose board of directors includes more than 50% of the same people.

7 Individuals or legal entities and organizations whose general directors and/or more than 50% of the members of the board of directors are elected at the proposal of the mentioned persons. On this basis, for example, the Russian Helicopters company, the United Engine Corporation, the Moscow and Kazan helicopter plants and more than 10 legal entities belong to the same group.

The rights of affiliated persons are not established in any special way by law. They fully comply with the rights of other persons participating in the Russian economy. Dependent and controlling organizations and individuals have the right to conduct joint economic activities, coordinate their development strategies, but not go beyond the framework of antimonopoly norms and the requirements of anti-corruption legislation.

But affiliates have more responsibilities than other market participants. They are not described in a specific legislative act, but they stem from the general meaning of the activities of a group of interconnected enterprises. These responsibilities are:

1 Inform counterparties about your affiliation with other persons in the event of interested party transactions (in this case, when one of the parties to the transaction is an affiliated or dependent person). Responsibility for violation of this requirement arises only if the counterparty has proven that damage was caused to it by failure to provide information. The deal may be cancelled.

2 Inform about the emergence of affiliation in the event of acquiring more than 20% of shares or shares in the authorized capital of another person. This paragraph applies only to joint stock companies that are required to publish reports in accordance with the law. The affiliated company publishes information within 10 days in the official publisher of data on state registration of legal entities. The main difficulty is the control of subsidiaries and affiliates with regard to the sale and purchase of small blocks of shares by them (if this is permitted by the company’s Charter). If your subsidiary A acquires, say, a 10% stake in company B, and you already have a 10% stake in the same company B, then you, without knowing it, end up on the list of affiliates of the latter.

3 Maintain a list of affiliates. This obligation is more relevant for joint stock companies than for LLCs, but both should have a list. If a company places its shares on the stock exchange, it has an obligation to provide a list of affiliates to the Central Bank of the Russian Federation (as part of other reporting) and to the organizer of exchange trading. Also, these lists must be posted on the official websites of companies and be publicly available for at least 3 years from the date of posting and the same amount from the time of each update.

Who needs information about affiliates and why?

Information about the affiliation of companies and individuals must be available (see paragraph 3 of the next chapter) so that participants in transactions can check counterparties. The list of affiliated companies is necessary in order to control and report to government agencies on transactions with dependent parties, and not violate antitrust and anti-corruption laws.

It simplifies the procedure for approving interested party transactions (there is no need to obtain extracts from state registers to prove the interdependence of persons). This data is also provided to the LLC’s own shareholders/members. Another addressee is tax and other regulatory authorities during inspections (more about them in the chapter on the responsibility of affiliated persons).

Another important purpose of this information is internal control and protection against hostile takeovers. The simplest example is transactions to purchase stakes in competing companies. Let's say that JSC First, which has a 30% stake in JSC Second, decided to purchase another 21% and obtain a controlling stake in this company. The “Second” is not eager to sell securities to the “First” and become completely dependent.

Then “First” applies the following scheme: “Tretiy” LLC is registered in the name of the son of the general director of JSC “First”, which comes out with an offer to buy a stake in the company “Second”. Since an individual cannot have affiliates, and an LLC has the right not to publish information about its affiliates, the interest of JSC First in the actions of LLC Tretiy can only be traced through the reporting of the company First.

Therefore, for the management of OJSC “Second”, when an offer to purchase shares is received, it is important to trace the possible affiliation of the potential buyer, assessing its likely connection with its main market interests. And if this is not done, the shares will be bought by Tretiy LLC, and then sold to its affiliate, First CJSC, and a hostile takeover will occur.

How to properly maintain a list of affiliates

The procedure for accounting for affiliates for open and closed joint stock companies, as well as LLCs, is approximately the same.

1 The head of the legal entity issues an order in which he appoints the person responsible for maintaining the list. You can leave control to yourself, but it is more advisable to delegate this function to a lawyer.

2 The frequency of updating the list is set - once a year, every six months or every quarter, it all depends on the activity of the company and related parties in the stock market. This frequency is not specified by law.

3 The storage location of the list is established, as well as the period during which access to it is opened. If we are talking about an LLC, the list can be kept by the general director and provided upon request. JSCs are required to post this data on their official website. Interested persons have the right to request the list for viewing: shareholders or members of an LLC, credit organizations.

4 The person authorized to sign the list is indicated.

The form of the list is chosen by the company itself. It must contain the following items:

name of the company, its legal and postal addresses/full name and address for an individual;
date of affiliation, event (purchase of shares, appointment to a position, etc.).

There may also be a column with the size of the share in the authorized capital owned by the affiliate and other information.

№

Complete

corporate name (name for a non-profit organization) or last name, first name, patronymic (if any) of an affiliated person

Location of a legal entity or place of residence of an individual (indicated only with the consent of the individual)

The basis on which a person is recognized as an affiliate

Date from which the person is recognized as an affiliate

Share of participation of an affiliate in the authorized capital of the joint-stock company, %

Gref German Oskarovich

Russian Federation, Moscow

1. President, Chairman of the Board of the Bank

2. Chairman of the Board of the Bank

3. Member of the Bank's Supervisory Board

4. Belongs to the group of persons of the Bank

28.11.2007

0,003096

Here are some more examples:

What responsibilities do affiliates bear?

For violations in reporting affiliation, a person may incur several types of liability.

1 Responsibility for failure to provide information (including failure to provide it within the required time frame). If the company suffers damage due to the fault of an affiliate, it must be compensated by the culprit in full. Both the actual damage and lost profits are compensated.

2 Responsibility for the absence of a list of affiliated persons or its improper maintenance. Sanctions are provided for under Article 13.25 of the Code of Administrative Offenses of the Russian Federation: a fine for officials from 2500 to 5000 rubles, for a legal entity - from 200,000 to 300,000 rubles.

3 Responsibility for violation of requirements for interested party transactions. If information about a person's affiliation is not included in the appropriate list, is not published, or is deliberately withheld, this may be a reason for the cancellation of a transaction in which a special approval procedure has not been carried out.

4 Responsibility for violation of pricing. Sales of goods or services between related parties always attract close attention from tax authorities. An affiliate has every opportunity to influence the price to be sharply reduced or, conversely, increased compared to the market price. Therefore, such transactions are subject to additional checks, and if violations are detected, the affiliate is subject to fines proportional to the amounts underpaid/overpaid during the transaction.

Interdependent persons are checked using several methods:

the prices used in the transaction are compared with market prices;
the purchase price from an affiliate is compared with the price of subsequent sales to third-party consumers;
the profitability of a transaction between related parties is compared with the profitability typical for such transactions;
it is being examined whether part of the proceeds received from the transaction went to an affiliate;
The reporting of both companies on expenses is assessed: whether one of them has excessive or, on the contrary, minimal expenses.

You can appeal the tax authorities’ decision to collect, but you need strong evidence. For example, in 2016, the Arbitration Court of the Volga District heard a case about allegedly reduced prices at which an enterprise sold housing previously purchased at a market price to members of its board of directors. The decision to sell was made by the same members of the collective executive body. However, the company presented an internal regulation according to which the price of the apartment was set at a fixed amount more than 15 years ago and has not changed since then. The court ruled in favor of the defendant; the tax inspector's arguments were considered interference in the legitimate commercial activities of the company.

5 Responsibility for intentional withdrawal of assets from affiliated companies. Tax authorities identify such violations. The following are considered signs of withdrawal of assets from affiliates:

a new legal entity was registered during a tax audit of an affiliated company;
the new and old companies have the same actual addresses, telephone numbers, websites, and types of activities;
the assets of the affiliated company decrease, and those of the new company grow in approximately the same proportion;
employees of an affiliated company move to work for a new company;
contracts executed for the previous company are reissued for the new one;
using a new company as an intermediary in transactions with an affiliated company;
transfer of brands, logos and other means of individualization from an affiliated company to a new company.

6 If there is one or more similar signs falling under clause 2 of Article 45 of the Tax Code of the Russian Federation, the tax authorities receive the right to collect from the new company tax debts attributed to the affiliated company.

Example :

In 2015, the Supreme Court of the Russian Federation considered an appeal (No. 306-KG) in the case of collecting arrears from a related party. The owner of the company registered a new legal entity on the eve of the tax audit. The name was the same as that of the person being checked, the type of activity was the same, the design of the official website was the same (the address differed only in the underscore), the employees were hastily transferred to a new company. The head of both companies was the same person. The new company did not publish any information about the affiliate and did not officially communicate it to its counterparties.

During the audit, it turned out that the proceeds from the sale of goods did not go to the original company, but to an intermediary, who turned out to be... a new company. There were no settlements with the affiliated company.

The court ruled that the activities of the new company were completely managed by the previous legal entity for the purpose of withdrawing assets and avoiding taxation. The original company was recognized as an affiliate, and both companies were recognized as interdependent.

FAQ

Affiliated and interdependent entities - what is the difference?

The interdependence of persons is a special case of affiliation. Used in the Tax Code of the Russian Federation to describe companies related by common owners/management, types of activities, etc. In the legislation, despite all the similarity of descriptions, there is some difference between affiliated and interdependent entities:

An affiliate is a person who owns at least 20% of shares or shares in the authorized capital of another company; interdependent – 25%;
companies in which the owners are not only parents, adoptive parents and children, but also guardians can be interdependent;
A company can recognize itself as interdependent voluntarily, and affiliated only based on objective criteria.

I am the CEO of a company on the verge of bankruptcy. To pay off the next tax payment, he bought two cars from his company - at a price below the market, but they would have been sold at a bankruptcy auction for even less. Can the IRS cancel the deal or charge me the value of the cars because I am an affiliate?

Even before 2016, such a transaction could only be canceled as part of a bankruptcy procedure and only if the sale amount was significantly underestimated compared to the market price. However, as of November 30, 2016, changes were made to Article 45 of the Tax Code, according to which not only legal entities, but also individuals bear tax liability for a defaulting company. Accordingly, if taxes are not paid on time in the next tax period, your transaction may be considered an attempt to withdraw property for the benefit of an affiliate. And they will oblige you to reimburse the market value of the cars - this amount will go towards paying taxes.

I am an individual entrepreneur, my wife is the owner of a 25% stake in a large company. I won a commercial tender and became a supplier to my wife's company. Will the transactions fall under the relationship of interdependent persons, since I was not given any preferences?

Yes, such transactions come under the close attention of the tax authorities, since in this case the spouse’s company is considered an affiliate of the individual entrepreneur (belongs to the same group of persons). The transactions are considered commercial transactions between related parties. The circumstances of the tender, its conditions and the final price will be examined. The cost of the contract will be compared with similar ones on the market average. If the firm is in financial distress, any sales to a related party may be considered a potential divestment.

Conclusion

An affiliate is a person or organization that can legally influence the activities of other firms. Determine their development strategy, distribute dividends, and appoint management.

Affiliated persons can be general directors and members of the boards of directors of companies, owners of blocks of shares of 20% or more, and subsidiaries. Another category of affiliation is belonging to the same group of persons. A group of affiliated persons refers to enterprises that are part of the same financial and industrial group; companies owned by relatives; legal entities managed by the same person; companies that are actually managed by one legal entity.

Companies with affiliated or dependent persons are required to keep records of them, updating the lists quarterly.

Information about affiliates is used by other companies to avoid breaking the law when executing interested party transactions. This information is also requested by the tax office when checking transactions between dependent and affiliated persons.

Failure to provide information about affiliation may be fraught with fines, as well as cancellation of the transaction with compensation for damage and lost profits. In the event of a deliberate transfer of assets from an affiliate to a dependent company and an attempt at fictitious bankruptcy, the tax inspectorate has the right to collect arrears from the dependent company (automatically without the consent of the person).

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Affiliates are individuals and organizations that can influence the management of the company. In some cases, JSCs and LLCs are required to notify affiliates.

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Affiliates as a concept are defined “On competition and restriction of monopolistic activities in commodity markets.” According to the provisions of this article, affiliates are citizens or organizations that are able to influence other companies or citizens in the process of the latter’s entrepreneurial activities. Companies or citizens are in dependent relationships with affiliates. If the occurrence of legal consequences depends on the presence of affiliation of persons, it is established in accordance with the law ().

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Affiliates can influence the company's operations

When we talk about affiliated legal entities, it is meant that a citizen who is a member of the company’s governing body has influence on the activities of another company. The list of affiliates of the organization may include:

Member of the company's board of directors, its supervisory board or other collegial management body.
Member of the company's board.
The general director of the company or other person who serves as a director.
A person or persons who belong to the same group as the company. In this context, a group of persons is considered to be a set of individuals and (or) legal entities for whom one or more characteristics of the law on protection of competition are true.
A person who has the right to control 20% of the votes or more in voting shares, authorized or share capital, shares of a legal entity.
A company in which the entity has the right to control more than 20% or more of the voting rights.
Members of boards of directors, supervisory boards, other collegial management bodies, as well as the collegial executive body of any of the companies that, together with this one, are part of the financial and industrial group. Also, affiliated persons are persons who exercise the powers of the sole executive bodies of participants in such a financial and industrial group.

Entrepreneurs can also have affiliates:

Persons who, according to the criteria from Art. 9 of the Competition Law belongs to the same group.
A company in which a given citizen can control more than 20% of the total number of votes.

For individuals who do not conduct business activities, the law does not define a list of affiliated persons ().

JSCs and LLCs must maintain lists of affiliated persons

Joint-stock companies are required to disclose lists of affiliated persons and publish them on official websites (“On the disclosure of information by issuers of equity securities”). For example, the list of affiliated persons of a JSC should be drawn up in accordance with the requirements of Regulation No. 454-P.

Each limited liability company is also required to compile such a list. The list of affiliated persons of the LLC is maintained in accordance with the requirements:

make such a list;
stored in accordance with the requirements of the law in the premises where the executive body of the LLC is located;
provide the participant with an original or a copy upon his request. A company participant has the right to request a list of affiliated legal entities or citizens who are associated with the LLC.

The law does not require the list to be drawn up in any specific form, but you can rely on the forms that are used to compile lists of affiliated persons of a JSC.

For interested party transactions, the concept of an affiliate was replaced by a controlling person

It should be borne in mind that from January 1, 2017, changes occurred in corporate legislation that affected the provisions on interested parties (clause 1, article 45 of law No. 14-FZ, clause 1 of article 81 of law No. 208-FZ). When an LLC or JSC enters into an interested party transaction, the law uses not the concept of affiliates, but the concept of controlling persons. A controlling person is a person who can:

directly or indirectly control more than 50% of the votes at the general meeting;
appoint a general director of the company;
appoint more than 50% of the board of directors or management board.

In this regard, many affiliates of companies moved into the category of controlled entities. This implies different degrees of responsibility of these persons for participation in transactions. However, an interested party transaction can be challenged if it was not approved in the prescribed manner or if it caused harm to society.

A professional help system for lawyers in which you will find the answer to any, even the most complex, question.

One day, each sales department employee will need to declare company affiliates. When conducting non-competitive and competitive procurement, commercial organizations have the right to request information about the counterparty, including a list of beneficiaries and affiliated persons (legal entities, individuals). The latter can influence the activities of the enterprise, so it is advisable to obtain a list before concluding a transaction.

For example, organization “A” has 2 participants (individuals), each with a 50% share. One of them sold his share. But the new participant does not agree with some provisions and begins to consider the option of replacing the director.

When creating a new legal entity, not all business owners want to show their connection to the new company. But in accordance with the LLC law, each enterprise maintains and stores this list from the moment of formation.

What kind of document is this?

List of affiliates – list of companies and individuals capable of influencing the commercial activities of the organization. Representatives of the oil and gas and nuclear industries regularly publish these documents on their websites. Of course, the list of a joint stock company is larger and more interesting than that of a limited liability company. And the changes taking place in large enterprises affect thousands of people. Decisions on the reorganization, sale, or liquidation of financial industrial group participants always attract attention and are discussed in the media.

But the majority of registered legal entities are representatives of SMEs (small businesses), not associated with representatives of large businesses. Therefore, owners of small firms are wondering about the advisability of maintaining such a list.

A list from the LLC must be maintained and submitted to the Central Bank of the Russian Federation:

participating in the circulation of securities;
who are active participants in exchange trading and occupy a dominant position.

All other companies maintain and store the document without mandatory publication of information in open sources. When changes occur, affiliates will provide written notice. New data is added to the list.

Some organizations do not maintain lists. Accordingly, they violate the article providing for their storage. The company may be held liable (a fine of up to 300 thousand rubles per legal entity).

Who can be considered among them?

According to the law, affiliated persons include individuals and legal entities connected by legal and property relations and capable of influencing the activities of the organization. These include:

members of the board of directors;
members of the executive body;
persons who belong to the same group of persons;
owners of more than 20% of votes (shares);
management of the financial and industrial group (if the organization is part of the financial and industrial group).

If we talk about individuals, we can call them affiliated:

persons belonging to the same company;
companies in which individuals the person owns at least 20% of the shares (shares, share capital).

You can get more information about this concept from the following video:

Who provides the lists and how?

Joint stock companies publish the list on the Internet quarterly, within 2 days after the end of the quarter. The Regulations also provide for the availability of information in open sources for 3 years.

Mandatory publication allows for monitoring compliance with competition law. For example, the Russian Railways company with a large number of related parties. Based on Federal Law 223-FZ, purchases from SMP must be at least 18% of the total volume. If Russian Railways outsources most of its purchases to affiliated companies, this can be seen as a restriction of competition.

Limited liability companies are not required to disclose information. Maintaining a list within the company is enough.

The exceptions are the above-mentioned organizations that issue securities and participate in exchange trading. These companies submit data to the Central Bank of the Russian Federation, as well as to the stock exchange.

Why do organizations ask for a list from an LLC?

Increasingly, SMEs are faced with the need to provide this list when concluding contracts. An inspection may show:

ongoing bankruptcy and reorganization procedures for related parties;
the presence of lawsuits against managers;
availability of writs of execution;
presence in RNP, RDL;
other situations that may seriously affect the fulfillment of obligations under the contract.

Since the list lists all related organizations and individuals, this greatly simplifies the work of the security team.

Filling out the document

Within the organization, the list is filled out according to the form approved by the FAS in 2012. When requested by other commercial entities, the company has the right to provide it in free form, maintaining the main points:

name, full name;
location;
basis of affiliation.

One document may differ from another if changes occur in the Company (participants, legal address, owner). When declaring an LLC, you need to list the founders, indicate who the director is, and also list related legal entities and individual entrepreneurs.

Example of filling for LLC

LLC "VECTOR", TIN 1223343456, OGRN 1234567890, Date 01/01/2016

№	Name or full name	Registration address	Base
1	Vector-2	index, country, city, street, house
2	Mukhin Feofan Sergeevich	address with the consent of the individual. faces	Person performing the role of sole executive body, director (CEO)
3	Mishin Selivan Sergeevich	address with the consent of the individual. faces	A person who belongs to the same group of persons as society

The form provided is the simplest and most common. Unlike the list provided by the JSC, there is no data here on the share of participation in the authorized capital and the number of shares owned.

Non-profit organizations

Non-profit companies do not pursue the goal of making profit from their activities. are professional associations and unions, SROs, NPs, charitable foundations, homeowners' associations, housing cooperatives, religious communities, animal welfare societies, etc. The listed entities live off contributions, donations and proceeds from participants. Large structures often create non-profit firms to implement public and corporate programs.

For example, Gazprom Stimulus is an NPO whose goal is to conduct motivational programs for Gazprom personnel. When submitting a list of affiliated entities, the JSC must indicate such organizations.

In what order is the list of affiliates compiled? Is this document mandatory or is it only required to be completed by joint stock companies? How is this issue regulated at the legislative level? Let's look into the nuances.

For an LLC, the law does not directly provide for the obligation to compile a list of AL (affiliated persons). In accordance with sub. 8 clause 2 stat. 50 of Law No. 14-FZ of 02/08/98, companies are required to store the list along with other documents. Therefore, in order to ensure the storage of this form, it must first be filled out. How to compile a list of affiliates will be discussed below.

List of affiliated persons of the joint stock company

For any JSC, including non-public, as well as public, there is an obligation to organize the accounting of the list of AL. This requirement is approved in paragraph 4 of the article. 93 of Law No. 208-FZ of December 26, 1995. Additionally, JSCs must submit reports on the lists in accordance with the current legislative regulations.

List of affiliates - form

There is no standard standard form for this document for an LLC. In order to correctly compile a list of affiliated persons, the sample can be filled out on the basis of Appendix 4 to the Regulation of the Bank of the Russian Federation No. 454-P dated December 30, 2014 (hereinafter referred to as the Regulation). This form includes two main parts - A and B. The latter consists of two sections - I and II.

This form was originally intended for joint stock companies. Accordingly, they can use the specified sample for filling out the list of affiliated entities of OJSC, as well as LLCs and unitary enterprises (clause 1 of Article 28 of Law No. 161-FZ of November 14, 2002). What information is displayed in the document? First of all, the following data is entered into the list:

Name of the reporting organization.
Data compilation date.
Address of the issuer and the address of its Internet page.
AL composition – information is reflected by the name of the AL or his full name; place of residence/location address; the basis for recognizing the AL as such with a date; AL's share of participation in the charter, indicating the share of shares.
Changes in the list of affiliated persons - this section indicates the nature of the changes for the period with the date of occurrence and the date of entry of information into the AL list.
The title of the position of the responsible person of the company is given with full name, signature, seal and date.

List of affiliated parties - disclosure deadlines

JSCs are required to disclose information on AL by providing the appropriate list (clause 73.1 of the Regulations). Filling out such data known to the public is carried out using the form from Appendix 4. How is the list of affiliated persons disclosed?

In order to ensure accessibility of information to all interested parties, the JSC must publicly post data on its website. For this purpose, the text of the AL is published as of the reporting date, at the end of the quarter. The publication period cannot exceed 2 days (working days) from the end of such quarter. How long will this list be available for viewing? According to clause 73.4, the text must be in the public domain for at least a three-year period from the expiration of the official deadline for posting data on the Internet.

Note! For LLCs, except those engaged in exchange trading and issuing securities, there is no regulatory obligation to publicly disclose information. It is enough for companies to maintain internal records. But JSCs are obliged to comply with this norm due to the need to control the provisions of the competition law.

List of affiliates of JSC for tax purposes

We found out on what form the list of ALs is compiled and how the information is disclosed. Is it necessary to submit such a document to the tax authorities? It should be immediately noted that the legal obligation to provide a list of ALs to the territorial division of the Federal Tax Service Inspectorate is not established. However, companies still need to inform the tax inspectorate about relationships between affiliates.

To do this, the company fills out notes to the balance sheet. These actions are not carried out by all companies, but only by those that carried out various operations with AL during the reporting period. At the same time, the list of such persons is approved by organizations independently, taking into account the specifics of the relationship. If the company has OP (separate divisions), the list is approved by the manager of the “head” company, not the division.

Note! Information on AL should be presented clearly and clearly. Grouping of indicators is possible if this does not lead to distortion of facts. At a minimum, it is necessary to indicate the nature of the interaction of the reporting enterprise with AL, the volumes and types of business operations, cost indicators for operations not completed at the end of the period; methodology for determining price indicators separately for each operation. If necessary, AL analytics is revealed.

List of affiliated persons of LLC - sample filling 2018

Let's look at an example of how you can create a list of AL for an LLC. A list of affiliated persons of the FSUE GKNPTs im. Khrunichev or the list of affiliates of JSC Polet clearly shows what data to fill out and where. To customize the form for yourself, change the information displayed.

List of affiliates of JSC Management Company Airports of the Regions

If we analyze the publicly available list of Airport AL for 1 sq. 2018, it is clear that the company published data as of March 31st. Moreover, the text was posted on April 3rd. This is not a violation of the 2-day deadline, since March 1st was a day off. What information can be gleaned from the text?

First of all, this is the exact name of the issuer (full and abbreviated), its location address, INN and OGRN. This is also a unique number assigned by the registration authorities, the address of the Internet page where the mandatory information is disclosed. Additionally, this is the list itself and the authorized employee signing the form.

Therefore, in general, it does not matter which company fills out the AL list. Forms a JSC or LLC document; it is allowed to use the form according to Regulation No. 454-P. Only for joint-stock companies this is an obligation, and for LLCs it is a right. Any limited liability company can develop a document independently, indicating in it all the necessary information. For example, the list of affiliates of AFK Sistema shows which companies the OJSC acquired and when.

An important difference lies in the procedure for disclosing data, which implies mandatory publication of information on the Internet for the JSC. At the same time, the LLC is not obliged to do this, that is, it can provide the document only to internal users. However, it is recommended to reflect information on AL in the notes to the balance sheet in order to notify the tax authorities of interactions with affiliates, provided that such transactions are carried out in the reporting period.

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The list of affiliated persons includes individuals and legal entities whose opinions or actions may influence the company’s operating methods and results of its activities. In tax law, such relationships are called interdependent (Article 20 of the Tax Code of the Russian Federation). The list of affiliated persons of the company may include (Article 4 of the RSFSR Law on Competition dated March 22, 1991 No. 948-1):

representatives of governing bodies;
persons who have at their disposal 20% of the total authorized capital of the organization;
management of a financial-industrial group (financial-industrial group), if the enterprise is part of it (Article 4 of the RSFSR Law of March 22, 1991 No. 948-1).

The concept of affiliation is also mentioned in Art. 53.2 of the Civil Code of the Russian Federation. The list of affiliated persons of a limited liability company is formed on the basis of the requirement to collect information about interdependent structures - controlled persons, enterprises controlled by relatives (Article 45 of the Law on LLCs dated 02/08/1998 No. 14-FZ). The management of the company is not obliged to check the information received from affiliated entities.

List of LLC affiliates

List of JSC affiliates

Joint-stock companies are also required to compile a systematic database of affiliated structures. The JSC prepares a quarterly list of affiliated entities, the disclosure deadlines for which are fixed within 2 days after the end of the reporting quarter (clause 73.3 of the Regulations of the Central Bank of the Russian Federation No. 454-P). It is necessary to post information on the lists in open sources of information - for example, on the company’s official Internet resource or in the media. Access to data must be provided for 3 years.

The lists allow you to quickly detect violations of competition law. For example, PJSC Rosneft compiled a list of affiliated entities as of March 31, 2018, consisting of 951 interested parties. The list includes individuals and legal entities. If, when making purchases, most of the transactions are concluded with affiliated structures, such behavior of the company in the market will be regarded as a limitation of competitive opportunities.

JSFC Sistema prepares a list of affiliated entities indicating data on 675 entities recognized as affiliated (data published based on the results of the 1st quarter of 2018). These include individuals, companies, and entities that are part of the same group as the company. The number of affiliates compared to December 31, 2017 increased by 18 interested parties.

A sample of filling out the list of affiliated entities of an OJSC after its approval must be submitted to the Central Bank of the Russian Federation. This requirement applies to companies that specialize in exchange trading or issue securities.

List of LLC affiliates: sample filling 2018

The required details in the document are:

date of registration;
listing the names of affiliated structures and individuals;
indication of contact details of all registered persons, their location;
signs by which affiliation is manifested;
share of participation in the value expression of the company's capital;
signature of the company management.

How to create a list of affiliates:

affiliated persons submit written notifications to the management of the LLC indicating the share of participation in the capital and other grounds for recognizing interdependence;
The LLC official systematizes the received data;
the information is correlated with the Unified State Register of Legal Entities extract;
a set of information about interested parties is entered into the list form.

Changes in the list of affiliates are reflected on the basis of written requests from interdependent structures. The reason may be the transfer of a share by one member of the company in favor of third parties, a collegial decision of the LLC participants, or discrepancies in certain parameters with the Unified State Register of Legal Entities extract.