Subsidiary and dependent companies: features. Management of subsidiaries and dependent companies

What are centralized forms of entrepreneurship? The process of transition to them includes the application of mechanisms of control and influence between organizations, as well as their development. For the US and Western Europe, this stage is considered passed. As for the Russian Federation, it is still far from here.

General information

The foregoing is due to the weakness of the domestic regulatory framework. It is something that regulates the relationship of dependence. However, in this situation there is a plus. It is about the possibility of using someone else's experience, which is time-tested. Nevertheless, the legislator does not always realize this. In this case, it is advisable to study 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.

Background information

What does the concept of subsidiaries and dependent companies include? It is necessary to refer to the relevant law. According to him, the company is considered a subsidiary in the event that another economic organization has the ability to determine the decisions that are made to it. This can be carried out by virtue of a concluded contract, participation (predominant) in the authorized capital or in another way. All in the same article the concept defining 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 former.

Management of subsidiaries and dependent companies

The presence of an element of mediated economic and legal control is noted here. This can be traced both in the relations of the predominant-dependent, and in the main-subsidiary companies. The presence of control indicates the existence of relations of subordination and power. This also applies to subordination. Thus, affiliated and dependent companies are related to each other. The main ones can to some extent manage the controlled ones. That is, they influence the decisions that are made by the subsidiary company. In particular, this applies to those that were adopted by the board of directors or general meeting of shareholders.

Affiliated and dependent companies. Features of functioning

They are not deprived of the status of a legal entity due to the presence of an element of subordination. That is, it is an independent subject of civil-law relations. In accordance with this circumstance, subsidiaries and dependent companies radically differ from representative offices and branches. The latter are considered only as units of the organizations that created them. In this case, there are a number of other nuances. For example, affiliated and dependent companies can be created in any places. This also applies to the location of the main organization. For representations and branches it is excluded.

Nuances of creation

This legal form is not mentioned in the legislation. In this connection, it can be concluded that subsidiaries and affiliated companies can be established in any form permitted by the legislation of the Russian Federation. These are the following business entities:

1. With additional responsibility.
2. Share.
3. With limited liability.

Main differences

Subsidiaries and affiliated companies are singled out for one common feature. This is a legal relationship. However, there are certain differences between them. The basis of the subsidiary company is the criterion for the possibility 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.

Target orientation

Subsidiary and dependent business companies have different tasks. It's all about the reason for establishing such a relationship. In the case of the principal-subsidiary, this is the first responsibility for the transactions of the second. This also includes the onset of the insolvency of the latter. Predominantly dependent relationships are, first of all, important for antimonopoly legislation.

Authorized capital

When using this criterion, there are certain difficulties. It is about how to define the term "prevailing". As for the lack of a formal participation in the charter capital, this makes it possible for the organization to be recognized as the main one, even if it has a stake of less than 20% of the voting shares of the subsidiary. The predominant participation also has a number of specific nuances. It does not at all mean that the basic society will influence absolutely all decisions of the subsidiary.

Financial and industrial groups, concerns and holdings

The system associated with the control and economic dependence of societies is formed by the principal along with the subsidiaries. It can be referred to as a financial and industrial group (RF), a holding company (England, the USA) and a concern (FRG). The content of these formations is the same. Thus, for the sake of convenience, one general term - "holding" will be used. Its creation is objective from the point of view of the practice of business turnover.

So, the enterprise has become quite large. Money circulation is growing, extensive investment projects are being implemented. It becomes necessary to create divisions of the company, as well as subsidiaries. We need a certain hierarchy. Minimization of tax and other mandatory payments is also required. Such a situation for business development is quite natural. Accordingly, we can say that the holding appears independently. What, in essence, are the largest Western companies at the moment? These are whole systems, consisting of main and subsidiary communities, which are interrelated. We are talking about groups of individuals who have united under one brand name. According to the statistics of the publication "Mond Diplomatik", in the 90-ies. About 37 thousand transnational organizations functioned. They, in turn, had approximately 170 thousand branches and subsidiaries. In Russia, there are several major companies that have vertical integration. Thus, there are subsidiaries and affiliates of Russian Railways, RAO Gazprom, YUKOS, LUKOIL. Currently, for a number of domestic enterprises related to medium and small businesses, this organization of corporate activity in one form or another is typical. With the help of the structure of the holding system, many important tasks can be solved, among them:

• Organization of an agreed marketing and production policy;
• Effective management of enterprises under their control.

At the same time, there is no special legal regulation. At the same time, it is available in Western countries. Thus, the potential of this structure is not fully realized.