Corporate law. The concept of subsidiaries and dependent companies, their types (the most important)

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Corporate law. The concept of subsidiaries and dependent companies, their types (the most important)

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56. The concept of subsidiaries and dependent companies, their types

The legal status of subsidiaries and affiliates is determined by the Civil Code of the Russian Federation and the legislation of the Russian Federation on individual subjects of corporate law of the Russian Federation.

Subsidiaries and dependent companies carry out entrepreneurial activities. Allocate the main organizations (economic partnership in the form of a general partnership, joint-stock company, etc.) and derivatives (subsidiaries and dependent companies).

Both business companies and business partnerships have the right to establish dependent or subsidiary companies.

There are two types of non-independent companies: affiliated companies and dependent companies.

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

A business company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of a joint-stock company or 20% of the charter capital of a limited liability company.

Subsidiaries and affiliates are divided into several types on various grounds, for example, domestic and foreign non-independent companies, companies derived from joint-stock companies, limited liability companies and other organizational and legal forms of corporate organizations are distinguished. There are dependent and subsidiaries of a joint-stock company and a limited liability company.

A limited liability company may have subsidiaries and dependent companies with the rights of a legal entity in 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 by international agreement of the Russian Federation.

A joint stock company may have subsidiaries and dependent companies with the rights of a legal entity on the territory of the Russian Federation 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 by an international treaty of the Russian Federation. A company is recognized as a subsidiary if another (main) business company (partnership), due to its predominant participation in its authorized capital, either in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.

The parent company (partnership), which has the right to give the subsidiary company binding instructions for the latter, shall be 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 the subsidiary company binding instructions for the latter only if this right is provided for in the agreement with the subsidiary company or the charter of the subsidiary company.

Author: Sazykin A.V.

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