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. In this case, the concept was used in a slightly different sense than it is used abroad. According to Federal Law 948-1, which regulates the restriction of monopolistic activities, affiliates are organizations or individuals that are capable, through their actions or will, to influence the activities of third-party commercial enterprises or individual entrepreneurs.
Thus, both dominant and dependent individuals fall under the definition. The foreign interpretation of the term affiliated persons looks like: persons dependent on the will and actions of others. The institution of affiliates was found in the legislative documents regulating investment activity during the period of active privatization of the nineties of the last century. Subsequently, these documents ceased to be valid, however, the use of the term affiliated companies was widely developed in the legislation on joint-stock companies, as well as on limited and additional liability companies.
These documents govern a special procedure for performing certain actions in order to avoid violation of the interests of the owners of the capital of such companies. So, there are restrictions on certain transactions involving affiliated parties, alienation or acquisition of shares in the authorized capital, attention is paid to the procedure for disclosing information on the composition of affiliates. What are the characteristics of affiliated companies and individuals? These include members of the supreme management body of the company (Board of Directors, another collegial body), as well as the director of the company (its sole executive body); affiliates are companies that are part of the same group; when the first two signs are combined - in the case of a company joining a certain group of enterprises, members of management bodies and directors of other companies of the group will be affiliated with this person; legal entities or individuals with the authority to dispose of twenty or more percent of the share in the charter capital of this person, or the same number of voting shares - are also affiliated. On the contrary, the legal entity in which the company has a 20 percent share in the authorized capital or voting shares in the same quantity will also be affiliated. Special attention should be paid to such an informal attribute as the ability to exert influence in other than administrative-corporate ways - this is the case when some affiliated companies or individuals, hiding their own participation in the structure of a certain person, actually perform volitional functions in it - speech about "protection" and other pressure from the outside. Back in 2000, lawmakers attempted to publish 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 procedures of a public nature, when the procurement documentation contains requirements on the inadmissibility of the submission of proposals for participation in procurement by affiliates. This avoids collusion among participants and promotes transparency and fair competition.
