What are centralized formsentrepreneurship? The process of transition to them includes the application of control and influence mechanisms between organizations, as well as their development. For the US and Western Europe, this stage is considered passed. As for the Russian Federation, here it is still far from the end.
The above is due to weaknessdomestic 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.
What does the concept of subsidiaries and dependentsocieties? It is necessary to turn 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.
Here, the presence of an elementmediated economic and legal control. This can be traced both in the relations of the predominantly 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 key to some extent can lead controlled. 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.
They are not deprived of the status of a legal entity due topresence of the 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.
This legal form inlegislation is not named. 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:
Subsidiaries and affiliatesare allocated by 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.
Subsidiaries and affiliated companies havedifferent tasks. It's all about the reason for establishing such a relationship. In the case of the main subsidiary, this is the first responsibility for the second transaction. This also includes the onset of the insolvency of the latter. Predominantly dependent relationships, above all, are important for antimonopoly legislation.
When using this criterion, there iscertain difficulties. The question is how to define the term "prevailing". As for the lack of a formal amount of participation in the authorized 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.
System-related control and economicThe dependence of societies is formed by the basic together 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. It also requires minimization of tax and other mandatory payments. 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.
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.
