6.5. Economic development of Russia during the era of the industrial revolution The uniqueness of the development of the industrial revolution in Russia was determined by a combination of factors: 1) poverty and illiteracy of the population; 2) the need for large initial investments

Society Unipolar or multipolar world Humanity has always strived for either a unipolar world, with one dominant force, or a multipolar world, where different forces coexist. Communism attempted to create a unified world, seeking to realize a utopia

Society There is a global demographic divide in society. Almost all countries with high population growth rates are the most underdeveloped, with the lowest per capita incomes. Fig. 11. General view of key problems It turns out that there are fewer and fewer

According to the provisions and norms of the current legislation, subsidiaries and dependent companies are distinguished as legally independent subjects of economic law. Having a separate legal entity with all the details (seal, bank account, etc.), such organizations are not always free to make decisions, which in many cases are determined by the main business company (or partnership).

What are subsidiaries and dependent companies

Basic provisions defining the concept of subsidiaries and dependent companies used in legal practice, are set out in the Civil Code of the Russian Federation. Here are given not only the distinctive features from each other, but also the differences with the main economic society, allowing us to determine legal status each of these organizations. This may be required, for example, when signing contracts or resolving legal disputes.

Which legal entities are recognized as subsidiaries

Article 67 of the Civil Code of the Russian Federation provides a comprehensive definition of a subsidiary company (DC). In order for an organization to meet this requirement, it must:

• the presence of a contribution from another company (main organization) to the authorized capital as a predominant participant;
• the presence of a civil law agreement between the main structure and the subsidiary.

According to legislative norms, the main organization (OC) takes part in the management of a subsidiary not only due to its dominance in the authorized capital, but also in accordance with constituent agreement. There are other ways in which you can have a significant influence on the activities of a subsidiary:

• inclusion of representatives of the main company in the management team of the subsidiary;
• consolidation of statutory provisions according to which the main organization can issue mandatory instructions.

Dependent business company

The legislation provides clarification regarding dependent companies (DCs) - according to Federal Law No. 14 of February 8, 1998 “On Limited Liability Companies,” an organization is recognized as a SC if another company acquires (or already owns) more than 20% of its authorized capital. By law, having completed such a transaction, OK is obliged to publish information in a specialized press - the journal “Bulletin of State Registration”.

Distinctive Features

There are several provisions in which the DC and ZO differ from each other. The legislation defines two main features:

• The main company for a joint venture can only be a business company - JSC or LLC; for a subsidiary company it can also be a general or command partnership.
• In relation to subsidiaries, there is no minimum amount of dominant participation, and for affiliated companies the “lower limit” is at the level of 20%.

Organizational and legal forms of subsidiaries and affiliates

When considering this issue, it is necessary to take into account that DCs and ZOs are not autonomous organizational and legal forms commercial structures, but special legal states. These could be:

• additional liability companies;
• joint stock companies;
• limited liability companies.

This special legislative separation is caused by the desire to increase legal protection counterparties of subsidiaries and dependent companies, subject to manipulative indirect influence on the part of OK and the onset of insolvency of the controlled company. Particularly highlighting subsidiaries and affiliates, the law protects the participants of these organizations, who may also suffer from the irrational management policies of the main company.

Additional liability company

This organizational and legal form provides for joint liability of participants in the same amount for all. The constituent documents determine the shares into which the authorized capital is divided and the maximum limit of personal liability for each person’s own property (for example, 4 times the amount of the contribution). If one of the participants in an ODO suffers bankruptcy, the remaining participants distribute his additional responsibility among themselves, for this reason the total amount of commercial obligations to creditors remains unchanged.

Joint Stock

The authorized capital of a joint stock company (JSC) is divided into a certain number of shares certifying the rights of the shareholder. An important difference is that the shares cannot be returned upon leaving the JSC; they can only be sold to a new shareholder (or assigned in another permitted way - as a gift, bequeath, etc.). There are two types of joint stock companies - open (OJSC) and closed (CJSC), differing in the availability of shares for free sale.

Limited Liability Company

Just as in the case of an ALC, LLC participants are liable for losses associated with the activities of the company, but only to the extent of the value of the contributions they made. The law determines that in addition to the charter and constituent agreement, the organization of an LLC requires an authorized capital of at least one hundred times the minimum wage at the time of registration. According to Article 94 of the Civil Code of the Russian Federation, termination of membership in an organization implies the alienation of the share of this participant.

Legal status of subsidiaries and dependent companies

Legislative framework, on which subsidiaries and dependent companies rely in their activities, is very extensive. In addition to the Civil Code of the Russian Federation, which is mandatory in all cases, depending on the situation, these may be laws on joint-stock companies or limited liability companies. If we are talking about activities on the territory foreign countries, then the requirements of the foreign state will also be relevant (unless international treaties provide otherwise).

In addition, it is necessary to take into account that the presence of subsidiaries and affiliates in an organization implies special requirements to accounting. In addition to its own financial statements, each organization is required to have separate balance sheets reflecting its activities for the reporting period. These indicators are included in the reporting of the main organization, obtaining a summary (consolidated) balance sheet.

Functions and tasks

The ability of the OK to make decisions in relation to the activities of subsidiaries and affiliates entails liability, which is imposed in case of accounts payable or in other cases. In this case, situations are possible where subsidiaries and dependent companies:

• bear independent responsibility;
• jointly share it with the OK;
• subsidiarily transfer it to the main company.

Self-responsibility

Regardless of the legal form, the subsidiary is not liable for the debts of the parent company. This basic provision is enshrined not only in Article 67.3 of the Civil Code of the Russian Federation, but also in other legal documents(for example, the Law “On Limited Liability Companies”). At the same time, subsidiaries and affiliates bear responsibility for their own transactions, in some cases sharing it with the main company.

Joint and several liability for transactions

In the case of organizations connected by relationships of the “main-subsidiary” or “main-dependent” type, OK is jointly and severally liable for the debts of the subsidiaries and affiliates. The onset of this liability implies that the transaction was concluded at the direction of the OC or with its consent. The law also considers cases when such liability cannot exist (for example, if the approval of the transaction was provided for by the charter documents of the OK or SDC), but these situations are of an exceptional nature.

Subsidiary liability of a business company

In accordance with the current legislation (Civil Code of the Russian Federation, etc.), in the event of insolvency (bankruptcy) of a subsidiary or dependent company, the main company bears subsidiary liability for the debt. This implies that if the debtor itself cannot pay the claims of creditors, the obligation to repay the debt is transferred to the main company, which must make payments from its own funds.

Compensation for losses at the request of participants

Based on Articles 67.3 and 1064, shareholders or participants of DCs and ZOs can demand compensation for losses from the OC. They have this right if a subsidiary or dependent organization has suffered harm from the activities (or inaction) of the main company. In this case, the legislation is on the side of subsidiaries and affiliates, which, even taking into account their economic independence, are not always free to make decisions due to the predominant participation of OK in the authorized capital.

Financial and industrial groups and holdings

The term “financial-industrial group” in legislation means an association financial organizations With industrial enterprises for effective interaction. One type of financial industrial group is a concern that unites enterprises from the same or different industries. An example is the German concern Siemens, which includes companies producing electrical engineering, electronics, power equipment, etc. At the same time, the companies within the concern combine not only their economic potential, but also their efforts in the field of marketing.

The principle of organization of the concern provides the opportunity to create vertical structures covering all stages of the production cycle in a certain area. Thus, Volksvagen AG unites 342 companies in the field of automobile production - they take on a wide range of issues from the purchase of materials to sales finished products, That's why production process can be done much more efficiently.

Another form of association is a holding-type structure, where the main “parent” company has a network of subsidiaries. Controlling stakes in each DC belong to management organization, so she can productively manage the overall process. The complex structure of the holding provides the opportunity for DCs to create their own “subsidiaries”, which in relation to the parent company are called “grandchildren”.

An example of a successful holding where the state participation exceeds 50% is the Gazprom enterprise, other well-known associations in our country are Russian Railways, Russian Standard, Dalmoreproduct. Both holdings and concerns in our country are strictly controlled by antimonopoly legislation regulating the objectivity of pricing for goods and services.

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1. A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company.

2. A business company that has acquired more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company is obliged to immediately publish information about this in the manner prescribed by the laws on business companies.

3. The limits of mutual participation of business companies in each other’s authorized capitals and the number of votes that one of such companies can use at the general meeting of participants or shareholders of another company are determined by law.

Commentary on Article 106 of the Civil Code of the Russian Federation

The provisions of Articles 105, 106 of the Civil Code of the Russian Federation on subsidiaries and dependent companies are almost completely reproduced in the provisions of Article 6 of the Federal Law “On Limited Liability Companies” and Article 6 of the Federal Law “On Joint Stock Companies”.

According to these norms, a company may have subsidiaries and dependent companies with the rights of a legal entity on the territory of the Russian Federation, created in accordance with federal laws, and outside the territory of the Russian Federation - in accordance with the legislation of a foreign state at the location of the subsidiary or dependent company, unless otherwise provided international treaty RF.

A company is a subsidiary if another (main) business company (partnership), due to its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.

The subsidiary is not liable for the debts of the parent company (partnership).

The parent company (partnership), which has the right to give mandatory instructions to the subsidiary, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. The parent company (partnership) is considered to have the right to give mandatory instructions to the subsidiary company only if this right is provided for in the agreement with the subsidiary company or the charter of the subsidiary company.

In the event of insolvency (bankruptcy) of a subsidiary due to the fault of the main company (partnership), the latter bears subsidiary liability for its debts. The insolvency (bankruptcy) of a subsidiary is considered to have occurred through the fault of the main company (partnership) only in the case where the main company (partnership) used the specified right and (or) opportunity for the purpose of committing an action by the subsidiary, knowing that this would result in insolvency (bankruptcy) ) subsidiary company.

Shareholders and participants of a subsidiary have the right to demand compensation from the parent company (partnership) for losses caused to the subsidiary through its fault. Losses are considered caused by the fault of the main company (partnership) only in the case where the main company (partnership) used the right and (or) opportunity available to it for the purpose of committing an action by the subsidiary, knowing that as a result of this the subsidiary would suffer losses.

A company is recognized as dependent if another (dominant) company has more than 20 percent of the voting shares of the first company.

A company that has acquired more than 20 percent of the company's voting shares is obliged to immediately publish information about this in the manner determined by the federal executive body for the securities market and the federal antimonopoly body.