The concept of "affiliated companies" was borrowed by the Russian legislator from foreign law (mainly the Anglo-Saxon system) and first appeared in documents published in 1992. At the same time, the concept was used in a slightly different sense than it is used abroad. According to the Federal Law 948-1, which regulates the issues of restriction of monopolistic activity, affiliates are organizations or individuals who are able, by their actions or will, to influence the activities of third-party commercial enterprises or individual entrepreneurs.
Thus, both dominant and dependent persons fall under the definition. The foreign interpretation of the term affiliates looks like: persons dependent on the will and actions of other persons. The institute of affiliated persons met in legislative documents regulating investment activity during the period of active privatization of the nineties of the last century. Subsequently, these documents became invalid, however, the use of the term affiliated companies waswide development in the legislation on joint-stock companies, as well as on limited and additional liability companies.
These documents regulate a special procedure for performing certain actions in order to avoid violating the interests of the owners of the capital of such companies. Thus, there are restrictions on the performance of certain transactions, the participants of which are affiliated persons, the alienation or acquisition of shares in the authorized capital, attention is paid to the procedure for disclosing information about the composition of affiliated persons. What are the characteristics of affiliated companies and individuals? These include members of the supreme management body of the company (Board of Directors, other collegiate body), as well as the director of the company (its sole executive body); affiliates are companies that are part of the same group; with a combination of the first two signs - if the company enters a certain group of enterprises, members of the management bodies and directors of the other companies of the group will act as affiliates in relation to this person; legal entities or individuals that have the authority to dispose of twenty or more percent of the share in the authorized capital of this person, or the same number of voting shares - are also affiliated. On the contrary, the legal entity in which this company has a 20% share in the authorized capital or voting shares in the same amount will also be affiliated. Special attention deserves such an informal sign as the ability to influence other thanadministrative-corporate methods - this occurs when some affiliated companies or individuals, hiding their own participation in the structure of a certain person, actually perform volitional functions in it - we are talking about "protection" and other outside pressure. Back in 2000, legislators attempted to issue a separate document on affiliates (at the level of federal law), however, the draft was never adopted in the second reading in the State Duma.
Today, the concept of affiliated companies is successfully used in public and other procurements based on competitive public procedures, when the procurement documentation contains requirements that affiliates should not submit proposals for participation in the procurement. This avoids collusion and promotes transparency and fair competition.
