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An LLC, at the request of its participant, is obliged to provide him with access to the list of affiliates (clause 8, clause 2, article 50 of the Federal Law of 08.02.1998 N 14-FZ). Accordingly, the LLC is required to maintain a list of affiliates.

Recall that affiliates are individuals and organizations that are able to influence the activities of a particular company. For more information on who is an affiliate of an organization, see Art. 4 of the Law of the RSFSR of March 22, 1991 N 948-1.

List of LLC affiliates: storage

Such a list is kept in the organization for at least 10 years (clause 150 of the List, approved by Order of the Ministry of Culture of 08.25.2010 N 558).

If an organization violates this rule, then 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 firm itself);
• from 2.5 thousand rubles up to 5 thousand rubles (the fine will be imposed on the officials of the organization).

How to make a list of affiliates

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

List of LLC affiliates: sample filling-2018

Let's fill in the list of affiliates.

Changes in the list of affiliates

If you took the form of the list of affiliates approved for the JSC as a basis, then if there is a change in the list (for example, when a person is excluded from the list) in comparison with the list approved earlier, in section I indicate the new information, and in section II reflect the nature of the changes and corresponding dates. In addition, in section II you need to indicate which information was in the list before the changes, and which - after.

One day, each employee of the sales department has a need to declare affiliates of the company. When conducting non-competitive and competitive purchases, commercial organizations have the right to request information about the counterparty, including a list of beneficiaries and affiliates (legal entities, individuals). The latter can affect the activities of the enterprise, so it is advisable to get a list before the deal is concluded.

For example, organization "A" has 2 participants (individuals), each with a 50% share. One of them sold his share. And the new participant does not agree with some of the provisions and begins to consider the option of replacing the director.

When creating a new legal entity, not all business owners want to show their connection to the new company. But in accordance with the law on LLC, each enterprise maintains and stores this list from the moment of formation.

What is this document?

List of affiliates - a list of companies and individuals that can influence the commercial activities of the organization. Representatives of the oil and gas and nuclear industries regularly publish these documents on their websites. Of course, the list of a joint-stock company is longer and more interesting than that of a limited liability company. And the changes taking place in large enterprises affect thousands of people. Decisions on reorganization, sale, liquidation of FIG members always attract attention and are discussed in the media.

But the majority of registered legal entities are representatives of SMEs (small businesses) that are not associated with representatives of large businesses. Therefore, the owners of small firms are wondering about the appropriateness of maintaining such a list.

A list from OOO:

• participating in the circulation of securities;
• being active participants in exchange trading, occupying a dominant position.

All other firms maintain and store the document without mandatory publication of information in open sources. When changes occur, affiliates send written notice. New information is added to the list.

Some organizations do not maintain lists. Accordingly, they violate the article providing for their storage. The company can be held liable (a fine of up to 300 thousand rubles per legal entity).

Who can be attributed to them?

According to the law, affiliates include individuals and legal entities connected by legal and property relations and capable of influencing the activities of the organization. These include:

• members of the board of directors;
• members of the executive body;
• persons who belong to the same group of persons;
• owners of more than 20% of votes (shares);
• management of the FIG (if the organization is part of the FIG).

If we talk about individuals, then affiliated can be called:

• persons belonging to the same company;
• companies in which the person owns at least 20% of the shares (shares, share capital).

You can learn more about this concept from the following video:

Who provides the lists and how?

Joint stock companies publish the list on the Internet quarterly, within 2 days after the end of the quarter. The Regulation also provides for the availability of information in open sources for 3 years.

Mandatory publication allows monitoring compliance with competition law. For example, the Russian Railways company with a large number of related persons. Based on 223-FZ, purchases from SMPs must be at least 18% of the total volume. If Russian Railways gives the majority of purchases to affiliated companies, then this can be seen as a restriction of competition.

Limited liability companies are not required to disclose information. It is enough to maintain a list within the company.

The exception is the aforementioned organizations engaged in the issuance of securities and participating in exchange trading. These companies submit data to the Central Bank of the Russian Federation, as well as to the stock exchange.

Why do organizations ask for a list from an LLC?

Increasingly, SMEs are faced with the need to provide this list when concluding contracts. Checking can show:

• ongoing bankruptcy, reorganization procedures for related parties;
• existence of lawsuits against managers;
• availability of enforcement orders;
• presence in RNP, RDL;
• other situations that may seriously affect the performance of obligations under the contract.

Since the list lists all associated organizations and individuals, this greatly simplifies the work of the security service.

Filling out a document

Inside the organization, the list is filled in according to the form approved by the FAS in 2012. Upon request from other commercial structures, the company has the right to provide it in free form, keeping the main points:

• name, full name;
• location;
• basis of affiliation.

One document may differ from another if changes occur in the Company (participants, legal address, owner). When declaring an LLC, you must list the founders, indicate who the director is, and also list related legal entities and individual entrepreneurs.

Filling example for LLC

VECTOR LLC, TIN 1223343456, PSRN 1234567890, date 01/01/2016

The form provided is the simplest and most common. Unlike the list provided by the JSC, there is no data on the share of participation in the authorized capital and the number of shares held.

Non-Profit Organizations

Non-profit companies do not pursue the goal of making a profit from their activities. are professional associations and unions, SROs, NPs, charitable foundations, homeowners associations, housing cooperatives, religious communities, animal protection societies, etc. The listed entities live off contributions, donations and receipts from participants. Large structures often create non-profit firms to implement public and corporate programs.

For example, Gazprom Stimulus is an NGO whose goal is to conduct incentive programs for Gazprom personnel. When submitting a list of affiliated persons, the JSC must indicate such organizations.

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 February 8, 1998 No. 14-FZ (hereinafter - Law No. 14-FZ) it follows that each limited liability company (hereinafter - LLC, company, organization) is obliged:

1. Maintain a list of affiliates. The form of the list is not set, it can be arbitrary. However, you can use Appendix 4 to the Regulation of the Central Bank of the Russian Federation “On Disclosure of Information by Issuers of Equity Securities” dated December 30, 2014 No. 454-P as a guide, or the sample given in our article.
2. Store lists. At the same time, the legislation establishes:
   • Place of storage - at the location of the sole executive body or in another place that the participants are informed about and to which they have access.
   • Shelf life. According to the order of the Ministry of Culture of the Russian Federation "On approval of the list of standard managerial archival documents ..." dated 08.25.2010 No. 558, they must be stored permanently (paragraph 150 of the list), i.e. throughout the entire period of the organization's existence, and then accepted for permanent storage by archival organizations on a sampling basis.
3. Provide participants with an opportunity to learn about:
   • 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 possibility to demand from the participant a fee for making copies (in an amount not exceeding the expenses of the company).

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 counteracting legalization ...”).

Purpose and procedure for the formation of 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, the establishment of affiliates is relevant in situations:

• Definitions of interest in the transaction (Clause 1, Article 45 of Law No. 14-FZ, from 01/01/2017 the term "controlled persons" is used).
• Applications of antitrust regulation.
• Application of the norms on interdependence (according to Article 20 of the Tax Code of the Russian Federation). The obligation to disclose information on transactions with related parties (including affiliates) has been established 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 provision (clause 2, article 45) that obliges affiliates to report on controlled persons, legal entities in which they hold positions, and on organizations controlled by their close relative.

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).

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

It is advisable to include the obligation to maintain a list in the job description of one of the employees.

Who are affiliates in LLC

There is no general concept of such a person in the law, it is described by enumeration in the only currently valid art. 4 of the Law of the RSFSR "On Competition and Restriction of Monopolistic Activities in Commodity Markets" dated March 22, 1991 No. 948-I.

For an LLC, this is:

• member of the collegial management body, sole executive body;
• a member of the 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 affiliates, Article 6 of Law No. 14-FZ);
• members of the management bodies of participants in the financial and industrial group to which the organization belongs.

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

In accordance with Art. 9 of the Law "On Protection of Competition" dated July 26, 2006 No. 135-FZ, taking into account the clarifications 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 :

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

The antimonopoly authority draws up a list of persons belonging to the same group, in the form established by order of the Federal Antimonopoly Service of the Russian Federation of November 20, 2006 No. 293.

The legislation does not currently contain a normative definition of a financial-industrial group, since the relevant law of June 22, 2007 No. 115-FZ was abolished due to the redundancy of the regulation contained in it. 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

Main details of the list:

• Date of preparation;
• columns: name (full name) of the affiliate, contact details and location, grounds for recognizing affiliation, date of occurrence of the ground, share of participation in the authorized capital;
• signature of the head of the organization.

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

When completing the list, it should be noted that additional information about an individual, with the exception of the last name, first name and patronymic, can be included in the list only with his consent, since it refers to personal data.

Note that there is no direct liability in case of evading the maintenance of the list, however, there is liability for interrelated violations in accordance with the norms of the above special regulations (TC RF, 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 Code of Administrative Offenses, a fine, starting from 12/21/2016, reaches 500 thousand rubles.

Thus, the LLC is obliged by law to maintain a list of affiliates and apply it in order to correctly reflect information in the financial statements. Affiliates are required to independently provide information to the company, however, in some cases (when occupying the position of a head, owning shares), they are already known to the company and must be included in the list in a timely manner.