Tax Code of the Russian Federation

List of affiliates. List of affiliated persons of LLC List of affiliated persons of JSC Management Company Airports of the regions

09.12.2023

Disclosure of the list of affiliated persons is the responsibility of each company. And here it is important not only to know how to compile a list of affiliates of a limited liability company, or JSC, but also to figure out who to include in the list. We will examine these questions in the article.

Who to include

The lists of affiliated persons of the company must include all citizens and organizations that can somehow influence the company’s activities. These will be:

  • citizens and organizations that exercise control through ownership or the right to dispose of more than 20% of the votes of company participants;
  • sole manager;
  • beneficial owners authorized to give certain instructions on the conduct of the company’s activities;
  • organizations in which the composition of the board of directors (board of directors) coincides more than 50% with the management of the reporting company;
  • citizens and organizations that are part of a common group with a person or company that is part of the LLC group of persons. Moreover, such a chain can be endless and it ends with the one who does not have his own group. At the same time, you can check who in this case will belong to the general group using the signs listed in Art. 9 of the Law on Protection of Competition.

Please note that the society collects information independently. This is done by asking participants directly to provide the required data. You can independently check and supplement the information using the Federal Tax Service, which provides extracts from the Unified State Register of Legal Entities.

What to do with the collected data

Let's take a quick look at what you can do with the data provided:

  1. Keep. According to Art. 50 of the Law on the activities of LLCs, it is necessary to keep lists of citizens and organizations that can influence management decisions. Otherwise, the company may be held liable on the basis of clause 2 of Art. 13.25 of the Code of Administrative Offenses of the Russian Federation and be fined in the amount of 200,000 to 300,000 rubles.
  2. Include the available information in the explanatory note to the financial statements.
  3. Provide information on the requirements and requests of participants.
  4. Publish data in open sources during the public offering of bonds or other securities.

How to compose correctly

Please note that the sample for filling out the list of affiliates of an OJSC or LLC that places shares will differ in appearance from the list compiled by newly created LLCs or those who do not publicly issue equity securities. The fact is that a separate form has not been approved for the latter. Companies develop it independently or adjust the model proposed by the Central Bank for JSC. The simplest option for keeping records is to create a table from which it will be clear what date the information was, on what basis subjects were included in the list, and who approved the document.

If there are changes in the list of affiliates, it is necessary to revise the list or clarify it. Moreover, it is recommended that the organization develop an internal document (regulations, for example) on the recording and storage of such information. It must list the employees responsible for checking and updating data, as well as indicate the frequency of such audits.

The list of LLC affiliates (filling sample 2019) looks like this.

Affiliates of a limited liability company: obligation to maintain a list

From the text of Art. 50 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as Law No. 14-FZ) it follows that every limited liability company (hereinafter referred to as LLC, company, organization) is obliged to:

  1. Maintain lists of affiliates. The form of the list is not set; it can be arbitrary. However, you can use as a guide Annex 4 to the regulation of the Central Bank of the Russian Federation “On the disclosure of information by issuers of issue-grade securities” dated December 30, 2014 No. 454-P or the sample given in our article.
  2. Keep lists. At the same time, the legislation establishes:
    • Place of storage - at the location of the sole executive body or in another place about which the participants are informed and have access.
    • Shelf life. According to the order of the Ministry of Culture of the Russian Federation “On approval of the list of standard management archival documents...” dated August 25, 2010 No. 558, they must be stored permanently (clause 150 of the list), i.e., during the entire period of the organization’s existence, and then accepted for permanent storage by archival organizations according to the sampling principle.
  3. Provide participants with the opportunity to familiarize themselves with:
    • with the original - in the premises of the executive body of the company within 3 days after the participant’s statement of the relevant requirement;
    • with a copy - with the ability to request a fee from the participant for making copies (in an amount not exceeding the company’s expenses).

In addition to these lists, any legal entities are required, starting from December 21, 2016, to maintain lists of beneficial owners (Article 6.1 of the Federal Law of August 7, 2001 No. 115-FZ “On Countering Legalization...”).

Purpose and procedure for creating the list

If the legislation associates certain obligations with the presence of affiliation, then it is determined in accordance with the law (Article 53.2 of the Civil Code of the Russian Federation). For an LLC, establishing affiliates is relevant in the following situations:

  • Determination of interest in a transaction (Clause 1, Article 45 of Law No. 14-FZ, from 01/01/2017 the term “controlled persons” is used).
  • Applications of antimonopoly regulation.
  • Application of norms on interdependence (under Article 20 of the Tax Code of the Russian Federation). An obligation has been established to disclose information about transactions with related parties (including affiliated ones) in the explanatory note to the financial statements submitted to the tax authorities (Article 23 of the Tax Code of the Russian Federation, PBU 11/2008 “Information on Related Parties”, order of the Ministry of Finance of Russia dated 04/29/2008 No. 48n).

Regarding the formation of the list, Law No. 14-FZ contains only a rule (clause 2 of Article 45) obliging affiliated persons to report on controlled entities, legal entities in which they hold positions, and organizations controlled by their close relatives.

Having received this information, the organization is obliged to update its list of affiliates in accordance with the information received (for example, this is indicated in the resolution of the 5th AAS dated July 10, 2013 No. 05AP-6046/13).

However, the law does not authorize the company to verify the information received - to request confirmation from third parties or request copies of documents.

It is advisable to include the responsibility for maintaining the list in the job description of one of the employees.

Who are affiliates in an LLC?

There is no general concept of such a person in the law; it is described by listing it in the only article currently in force. 4 of the RSFSR Law “On Competition and Restriction of Monopolistic Activities in Product Markets” dated March 22, 1991 No. 948-I.

In relation to an LLC this is:

  • member of the collegial management body, sole executive body;
  • a member of a group of persons to which the organization is included;
  • persons owning more than 20% of the authorized capital;
  • a legal entity in which the LLC has the right to dispose of more than 20% of voting shares or authorized capital (subsidiaries or dependent companies, Article 6 of Law No. 14-FZ);
  • members of the management bodies of participants in the financial and industrial group of which the organization is a member.

Affiliates of a limited liability company are members of its group of persons

In accordance with Art. 9 of the Law “On the Protection of Competition” dated July 26, 2006 No. 135-FZ, taking into account the explanations of the Federal Antimonopoly Service of the Russian Federation given in letters dated March 20, 2008 No. AC/5969, dated March 25, 2008 No. AC/6366, the group of persons of the company includes a person who :

  • participates more than 50% in the authorized capital or management body (including under a management agreement or on another basis);
  • carries out the functions of the sole executive body or nominated a candidate elected in this capacity;
  • is the manager of the company under a management agreement;
  • is part of a group of a person who is in a group with this company;
  • jointly with this company it is managed by another person belonging to the group, having more than 50% of the shares or authorized capital.

The antimonopoly authority compiles a list of persons included in one group in the form established by Order No. 293 of the Federal Antimonopoly Service of the Russian Federation dated November 20, 2006.

The legislation currently does not contain a normative definition of a financial-industrial group, since the corresponding law of June 22, 2007 No. 115-FZ was abolished due to the redundancy of the regulation it contains. This concept currently remains only in some classifiers. It appears that holding structures are sufficiently described in Law No. 135.

Sample list of LLC affiliates

Basic details of the list:

  • Date of preparation;
  • columns: name (full name) of the affiliated person, contact details and location, basis for recognition of affiliation, date of occurrence, share of participation in the authorized capital;
  • signature of the head of the organization.

In addition, it would not be superfluous to indicate the source of information (date and number of the incoming document).

When filling out the list, please note that additional information about an individual, with the exception of last name, first name and patronymic, can be included in the list only with his consent, since it relates to personal data.

Let us note that there is no direct liability for evasion of maintaining the list, however, there is liability for interrelated violations according to the norms of the above special regulations (Tax Code of the Russian Federation, Law No. 135-FZ, etc.). A different situation may arise in the absence of a list of beneficial owners - according to Article 14.25.1 of the Administrative Code, the fine, starting from December 21, 2016, reaches 500 thousand rubles.

Thus, the LLC is required by law to maintain a list of affiliated persons and use it in order to correctly reflect information in the financial statements. Affiliated persons are obliged to independently provide information to the society, however, in a number of cases (when occupying a managerial position, owning shares), they are already known to him and must be included in the list in a timely manner.

An LLC, at the request of its participant, is obliged to provide him with access to the list of affiliated persons (clause 8, clause 2, article 50 of the Federal Law of 02/08/1998 N 14-FZ). Accordingly, the LLC is required to maintain a list of affiliated persons.

Let us recall that affiliates are individuals and organizations that are capable of influencing the activities of a particular company. More information about who is an affiliate of the organization can be found in Art. 4 of the Law of the RSFSR dated March 22, 1991 N 948-1.

List of LLC affiliates: storage

Such a list is stored in the organization for at least 10 years (clause 150 of the List, approved by Order of the Ministry of Culture of August 25, 2010 N 558).

If an organization violates this rule, it faces a fine (Part 2 of Article 13.25 of the Code of Administrative Offenses of the Russian Federation):

  • from 200 thousand rubles. up to 300 thousand rubles. (the fine will be imposed by the company itself);
  • from 2.5 thousand rubles. up to 5 thousand rubles (the fine will be imposed on officials of the organization).

How to create a list of affiliates

There is no approved form for a list of affiliated persons for an LLC. You can develop your own form of such a list or take as a basis the form of the list of affiliated persons for joint stock companies (Appendix 4 to the Regulations, approved by the Bank of Russia on December 30, 2014 N 454-P), making some adjustments to it.