If you have decided to invest your existing capital in securities, then you should know what a shareholding is. Many novice investors naively believe that there are only three types of shareholdings: minority, controlling and blocking, but in fact this is not the case.

In this article we will try to understand what a block of shares is. In addition, we will go into detail about the main types of shareholdings. The term “block of shares” usually means a certain number of securities of one enterprise owned by the investor.

Most investors are in the process of creating their own investment portfolio V mandatory invests part of its capital in shares. The main reason for such actions is that ownership of such securities provides the investor with certain advantages.

Ownership allows the investor not only to count on receiving profits in the form of dividends, but also to take part in the management of the enterprise whose securities he owns.

Package of shares. Main types

Currently there are the following types of share packages:

In most cases, controlling stakes are owned by the founders of the enterprise. On domestic market controlling stakes in the largest corporations are owned by the state, which is interested in regular payment of dividends, since at their expense the budget is replenished.

It is important to remember that when selling large (non-minority) blocks of shares, their owners can sell them significantly more than their current market value. Practice shows that blocking and controlling stakes are often sold at two to three times their real value. This is only possible if the company whose shares are being sold is truly promising.

If you are a novice investor and cannot boast of having large capital, then you naturally will not be able to acquire a blocking or controlling stake in any enterprise. Despite this, it will be useful for you to know about the types of shareholdings that exist.

Igor Koltunov,
director of a consulting firm
"Koltunov and partners"

Goals: optimize the group's corporate structure legal entities through education management company.

How to act: determine the list of functions that should be transferred to the management company, study the concepts of its creation, take measures to reduce tax and other risks.

Key Tip: if the need arises, there is no need to be afraid to argue with the tax authorities, the main thing is to understand what legal documents And court decisions guided by.

Igor Koltunov
Candidate economic sciences, associate professor, member of the board of directors of the Institute of Microeconomics OJSC of the Ministry of Economic Development of Russia, teacher of the MBA program at the Institute of Business and Business Administration of the Russian Academy of National Economy and civil service under the President of the Russian Federation, member of the Association of Independent Directors, president of the Nizhny Novgorod Guild of Professional Consultants, judge of the Arbitration Court and member of the College of Mediators at the Chamber of Commerce and Industry Nizhny Novgorod region.

As part of his work, a financial director may be faced with a situation where he needs to take part in the process of creating a management company (hereinafter referred to as the management company) for a group of companies. Let's look at the features that should be taken into account during this project to ensure that the new structure is efficient and safe.

Mechanisms of education

There are many specific ways to create a management company, but they can all be boiled down to two basic concepts.

Concept 1. Contribution of controlling blocks of shares (participatory interests) of enterprises included in the group to the authorized capital of the management company. You are invited independent appraiser(Clause 2, Article 15 of the Law “On LLC”). He evaluates market value controlling stakes (participatory interests in LLC) of all companies included in the group. The management company is created in the form of an LLC, the authorized capital of which is paid for by blocks of shares and participation interests of the above-mentioned companies. As a result, the management company becomes the main controlling shareholder (participant) of the companies included in the group, and its co-owners become co-owners of the management company. Their shares in the authorized capital of the management company will depend on the previously existing ratio of their shares in the authorized capital of the companies included in the group, and on market valuation every business. The size of the authorized capital of the management company in this case is measured in many millions of rubles. With the help of the dispositive norms of the Law “On LLC”, a “cunning” charter is developed for the management company. As a result, it is almost impossible for an external aggressive investor to “rip out” the controlling stakes hidden in the management company and “bite off” part of its authorized capital. That is, having become the parent company for all businesses included in the group, the management company simultaneously performs the function of a reliable “safe.” At the same time, if the group includes an OJSC (in the old version of the Civil Code of the Russian Federation and the Law “On JSC”), then during such a restructuring problems may arise related to the application of Chapter XI.1 “Acquisition of more than 30 percent of shares open society» Law “On JSC”. But it is likely that these problems will survive last days(See “Legal Uncertainty: What to Do”).

Legal uncertainty: what to do

On September 1, changes to the Civil Code of the Russian Federation came into force, according to which all business companies are now divided into public and non-public (Article 66.3 of the Civil Code of the Russian Federation). At the same time, the corresponding changes to the laws “On JSC” and “On LLC” have not yet been adopted. There is reason to assume that, due to changes in legislation, for non-public companies (including joint-stock companies) issues and problems relating to the acquisition of large blocks of shares will become irrelevant, as it has always been irrelevant for closed joint-stock companies.

In addition, for owners who want to create a management company and gather all their businesses into a holding structure, but doubt whether this should be done right now, I want to give some advice.

1. You can safely establish a management company in the organizational and legal form of an LLC, taking into account the new norms of the Civil Code of the Russian Federation when developing its charter. If we carefully analyze the path taken by legislators, we can conclude that there will be no significant changes in the Law “On LLC”.

2. The rules in the laws “On JSC” and “On LLC” on the transfer of functions of the sole executive body commercial organization– management company – imperative. Therefore, this can be done regardless of whether the corresponding norms are present in the charters of the JSC and LLC. That is, it is possible to transfer the functions of the sole executive organization to a management company without changing the charters of the managed companies.

3. Payment of shares in the authorized capital of the management company (company - “safe”) with shares and shares in the authorized capital of companies included in the group also does not affect their charters and can be carried out completely independently of them.

The general conclusion can be drawn as follows. You can create both a “safe” company and a management company (see the “Combined option” item in the article) now in the form of an LLC. But it is necessary to take into account the new norms of the Civil Code of the Russian Federation when developing their charters.

As for all companies included in the group (holding), their charters can be brought into compliance with the new norms of the legislation of the Russian Federation after making appropriate changes to the laws “On JSC” and “On LLC”.

After the creation of the parent company, general meetings of shareholders (participants) are held in all JSCs and LLCs, at which a decision is made to transfer the functions of the sole executive body (hereinafter referred to as the sole executive body) to the parent company - the management company. Additionally, a number of other management functions can be transferred to the management company (see “Features of transferring certain functions to the management company”). Relevant agreements are concluded between the management company and the companies included in the group. The group of companies created in this way is characterized by the following characteristics:

Control by the management company is based on ownership of shares (participatory interests) and on an agreement on the transfer of management functions;
there is a multi-level corporate governance system (general meeting, board of directors, sole executive body, audit commission), in which the key role is now played by the management company as a controlling shareholder (participant);
The management company and other companies are affiliated with each other and form a single group of persons under the Law “On Protection of Competition”. This imposes certain restrictions in accordance with section V.1 Tax Code RF;
in the relationships between the companies included in the group, in many cases there are signs of interest in the transaction under the laws “On JSC” and “On LLC”;
there is a high degree of protection from external aggressive capture;
business owners receive their “white” income from the management company exclusively in the form of dividends (unless, of course, they work in this management company as top managers);
The management company generates income from two sources: dividends from controlled businesses ( subsidiaries) and fees under contracts for management services.

Concept 2. Establishment of management companies by the companies within the group themselves(or their participants - shareholders) with relatively small size authorized capital paid in cash. In this case, the management company is not the parent company. It only carries out management (as in the first case) on the basis of the transfer of the functions of the sole executive body and other management functions to it and the conclusion of relevant agreements. The group of companies created in this way is characterized by the following characteristics:

Control by the management company is based only on an agreement and is not supported by a system of participation (ownership of shares and shares);
management comes down solely to the transfer of functions to the unified executive body and supporting infrastructure;
association into a group of persons occurs only on the basis of an agreement, and affiliation is limited by the terms of the agreement;
in the relationships between companies included in the group, it is easier to avoid interest in the transaction;
The management contract does not protect against external aggressive takeover.

Combined option. Two companies are created. One is the parent company, formed from controlling blocks of shares (participatory interests), with a huge authorized capital. This is a "safe". There are two employees: a director and an accountant, who submit “zero” reports to the Federal Tax Service. There are no people, no financial flows, no risks, everything is “tightly locked.” Another company is a management company with a relatively small authorized capital. There are people, computers, contracts, financial flows, risks. But in the event of force majeure, creditors or raiders simply have nothing to take away. With this scheme:

Business owners receive income from two sources – dividends from the parent “safe” company and dividends from the management company;
the “safe” company generates its income from dividends of subsidiaries included in the group, and the management company – from fees for management services from the same companies.

Quite often questions arise about how to unite companies located on special tax regimes, the share of participation of legal entities is limited to 25 percent. Moreover, the situations are different: “physicists” who own over 75 percent of the share in the authorized capital can be either real owners or fictitious trustees. In order not to lose control in such a situation, it is advisable to develop “cunning” exclusive charters, providing for “crooked” voting at general meetings of participants (i.e., disproportionate to the shares in the authorized capital) and “crooked” distribution of profits. But this is a topic for a separate independent study.

Features of the transfer of individual functions to management companies

It is possible to identify a number of main functions of the management company in relation to the managed society. Among them: strategic planning; internal audit and financial control; marketing research and sales management; pricing; business planning; budgeting; cost management; interaction with authorities and the media; legal support; corporate governance; organization of procurement and economic support; ensuring economic and corporate security.

The transfer of all these functions to the management company is due to a synergistic effect. For example, you can have ten firms with one lawyer each with a salary of 25,000 rubles, who can only check or draw up standard contract. Or you can create a legal department in the management company with a salary fund of 250,000 rubles and four or five highly qualified lawyers who will not be afraid to speak in arbitration court and will develop “tricky” documents. This applies to all management functions. An example of a new corporate structure of a group of companies formed from a privatized joint-stock company is shown schematically in the figure:

Example of a corporate structure with a management company

In some cases, it is possible to leave independent directors – sole executive officers – in companies. But if not only servicing management functions are transferred to the management company, but also the functions of the individual executive director, then the central, main department of the management company will be the department of managing directors. It will be staffed by former directors of business units transferred to work at the management company. And they will manage their business units on the basis of a power of attorney issued by the general director of the management company. There are certain advantages to such a scheme. First, the limits of powers under a power of attorney can be varied without changing the charter of the subsidiary. You just need to remember that the powers cannot be broader than what the charter provides. Secondly, if it is necessary to replace a manager, there is no need to carry out a corporate procedure for early termination of the powers of the sole executive officer. It is enough to revoke the power of attorney and give it to another person.

When creating a security service in a management company, there are certain features. If you need to ensure on your own not only economic and corporate security, but also physical cover of your facilities, then it is necessary to create a private security organization - private security company (Article 11 of the Law of the Russian Federation “On private detective and security activities in the Russian Federation”). Only in this case is it possible to obtain a license from the internal affairs bodies and arm your guards. At the same time, nothing prevents you from making the director of the private security organization simultaneously the deputy general director of the Criminal Code for Security and subordinating the department to him economic security, structurally included in the Criminal Code.

There is another significant financial advantage when creating a management company. The business units that form a group typically exist on common system taxation, since they have large turnover and significant input VAT. A management company in which there are only people and office equipment, and the main expenses are the costs of wages, it is advisable to translate into simplified system taxation (hereinafter referred to as the simplified tax system) with the payment of tax on the difference “income minus expenses” (Article 346.14 of the Tax Code of the Russian Federation). Calculations show that significant savings can be achieved within a group of companies.

Example

In one of the Moscow corporations, during such a restructuring, ownership of the parent company, the “safe,” was transferred abroad, and management was transferred to two companies located on the simplified tax system. The fact is that one company did not fit into the limit of 60,000,000 rubles per year according to the simplified tax system (the management apparatus was quite large). Therefore, a management company was created, to which the functions of the sole executive officer and several other management functions were transferred, as well as a consulting company that provided other management functions. The limit of 120,000,000 rubles per year was already enough.

Preventive measures against tax risks

When carrying out such restructurings, a business usually operates with existing material and human resources. If business units were on the general taxation system, and then some of the functions, together with people, were transferred to the simplified taxation system, then the total taxes for the group of companies will definitely decrease. This means that employees of the Federal Tax Service will come to check. They will need to prove that the restructuring was carried out to optimize management (that is, it was assumed that there were reasonable economic or other reasons - business purpose), and not to reduce tax deductions.

First of all, you should very carefully read two fundamental documents: Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 12, 2006 No. 53 “On the assessment by arbitration courts of the validity of receipt by the taxpayer tax benefit"and Letter of the Federal Tax Service of Russia dated October 31, 2013 No. SA-4-9/19592 "On the direction of reviewing the practice of considering taxpayer complaints and tax disputes by courts on issues of unjustified tax benefits." Guided by these documents, I strongly recommend taking the following measures to maximally protect the created structure from tax risks.

The formed management company must, immediately after its creation, purchase from business units all office equipment, office furniture and other property on which its employees will work. Now it should belong to the management company and be accounted for on its balance sheet.

All contracts with communication service providers (telephone, internet) must be re-signed to the management company. Similarly, it is necessary to conclude contracts for security, lighting (install separate meters), garbage removal, etc.

If the management company is located in a plant management building owned by the main production company, it is necessary to conclude a lease agreement for the premises. Rates must correspond to market rates.

The cost of management services under the contract should not differ significantly (by more than 20%) from market prices for these services. To do this, it is necessary to first conduct marketing research on the market for consulting, legal, auditing and other management services. It is advisable to have documentary evidence of market price levels.

A management company should not have one single source of income. It is necessary to conclude contracts for management services with all business units of the group, and if possible, with third-party companies.

It is important to carefully draw up monthly reports of work performed. The activities of management company employees must be real and, when audited, documented.

When building internal relationships between the companies included in the group, one should also be guided by the Letter of the Ministry of Finance of Russia dated August 16, 2013 No. 03-01-18/33535 “On the application by banks of the provisions of Section V.1. Tax Code".

At the same time, the devil is not as scary as he is painted. Paragraph 4 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 12, 2006 No. 53 states that “... the possibility of achieving the same economic result with a smaller tax benefit received by the taxpayer by performing other transactions provided for or not prohibited by law is not a basis for recognizing the tax benefit as unjustified” . Therefore, if such a need arises, there is no need to be afraid to argue with the tax authorities.

Example:

About 10 years ago, in one of the regional meat processing plants (organizational and legal form - OJSC), our company carried out a business restructuring: a controlling stake in the enterprise was “hidden” from raiders in LLC X and transferred certain management functions to this company. Part of the plant’s management was also hired there. Since in in this case managed to comply with the requirements of Chapter 26.2 of the Tax Code of the Russian Federation, the LLC was transferred to the simplified tax system. As a result, the total taxes paid by the group of companies have been reduced. Immediately, employees of the Federal Tax Service came to check. They presented the calculation as extremely simple: the difference between the taxes that were paid under the old scheme and the taxes that began to be paid now was qualified as tax evasion, that is, underpayment, as well as a fine as a percentage of this amount. The general director (who is also the main co-owner of the business) gathered his partners - the board of directors. I received confirmation from the financial director that all taxes were paid in the required amount, and from a representative of our company - assurances of the legality of the restructuring scheme. After that, we decided: “We will fight!” Since the appeal to the regional tax office did not produce any results, the plant filed a claim in the arbitration court. In the first instance - in the Arbitration Court of the Nizhny Novgorod Region - the plant lost. The reasons were subjective, so I won’t talk about them. In the court of appeal (Vladimir), the claim was satisfied. In the cassation instance (Federal Arbitration Court of the Volga-Vyatka District), the decision of the appellate court was left unchanged. It was assumed that the matter had already been decided. But the Federal Tax Service filed it with the Supreme Arbitration Court. And the Supreme Arbitration Court of the Russian Federation put an end to this matter: the plant won.

There is no case law in Russia. However, decisions of federal arbitration courts and, especially, the Supreme Arbitration Court, can be referred to in the arbitration process (Resolution of the Federal Arbitration Court of the Volga-Vyatka District dated April 30, 2009 in case No. A43-9061/2008-31-183, Determination of the Supreme Arbitration Court RF dated September 10, 2009 No. 10800/09). Thus, if a similar situation arises, then these documents can be used when building your position in court.

Most modern holdings, even small ones, have a management company in their structure. It plays the role of a kind of headquarters in which the most important decisions regarding strategic development company, and sometimes operational management. When creating a management company, you should clearly understand the goals of its creation, structure, and the specifics of its use.

The term “management company” is used quite widely in modern management practice (see table). Let's take a closer look at the features of using management companies in Russian conditions in the context of the presented classification.

Purpose of creation

Legislatively, the concept of “management company” is defined only for the purposes of managing property in investment funds, credit, leasing companies 1 and managing funds of non-state pension funds 2. It is these companies that manage investment funds.

For these purposes, a management company is understood as a legal entity created in accordance with the legislation of the Russian Federation and having a license to carry out management activities investment funds, mutual investment funds and non-state pension funds. However, our article will not focus on these management companies. Investors working with enterprises real sector economies also create such companies to manage their investments. This allows you to effectively control affiliates and subsidiaries, as well as consider them as a separate investment project. It is about management companies in real holdings that we will talk about. Moreover, if enterprises are acquired for the long term, not for the purpose of resale, and are transferred under the control of a management company, then we need to talk about creating a management company to manage the holding. This is the most common purpose for using management companies today. The functions and forms of the management company are determined by the specifics of the holding and the goals that the business owners set for themselves. The management company allows you to quickly monitor the activities of enterprises included in the holding structure, in particular, monitor financial flows and expenses, optimize the process of interaction of enterprises with each other within the holding, and also make effective management decisions. Sometimes the management company in the holding performs a number of general corporate functions ( financial management, marketing, supply, sales), which allows you to save on the number of employees performing these functions separately for each enterprise of the group.

A management company can also be created to be used for alternative participation of partners in the business if they directly cannot or do not want to be the owners of the business, but want to control it and take part in management.

Personal experience Denis Ivanov
General Director of CJSC “Financial Reserve” (Moscow)
In one of the regional business projects of the Rosneftegazstroy company (where I worked previously), the regional administration acted as a partner. She could not finance the project, but wanted to participate in management. How to ensure the interests of the administration without giving it the proper amount of shares manufacturing enterprise? We created a management company, where the administration had a “blocking stake” of shares and thus participated with us in managing the business. But at the same time, she does not participate in the profits of the production enterprise, and in the event of the sale of its shares or liquidation, she will not participate in the division of property.

Relation to the control object

To manage a business, you can create an affiliated management company or attract a specialized external organization that is in no way connected with the managed enterprises, as well as their founders or management. The choice of one form of management or another depends on the specifics of the business and the goals pursued by the owners.

Typically, an affiliated management company is the parent company of the holding and carries out its management activities on the basis of the charter. This is fraught with the fact that in critical situations it is the parent company, in which, as a rule, the main assets of the holding are concentrated, that will bear the risk of liability for ineffective management to the shareholders of subsidiaries, and also, possibly, tax liability to subsidiaries. In practice, it is sometimes created formally independent enterprise, but essentially affiliated, which carries out management functions and is united with other enterprises of the group by management agreements 3.

Personal experience

Alexander Molotnikov
Vice President, Head of Department legal support transactions of LLC "GC "Verdict" (Vladimir)
According to the law, the management company is responsible for losses caused to the managed company 4 (in this case, a subsidiary). If other persons, in addition to the parent company, participate in the capital of a subsidiary, then any minority shareholder owning at least 1% of the shares may bring a claim against the parent company of the holding company for damages. This situation may arise, for example, if the parent company, in its own interests, decides to “bankrupt” one of its subsidiaries.

IN Lately Companies engaged in professional “management” have become widespread in the services market. Such enterprises declare that their staff includes specialist managers with extensive experience and knowledge in various industries and regions. Involving such a company can be beneficial, in particular, for management investment projects, which were mentioned earlier.

Tax liability of the management company

In accordance with paragraph 1 of Art. 27 of the Tax Code of the Russian Federation “legal representatives of a taxpayer-organization are persons authorized to represent the specified organization on the basis of the law or its constituent documents.” The management company has the right to pay taxes (from the funds of the managed enterprise) and represent tax reporting on his behalf, as well as perform other prescribed tax legislation actions. In this case, the head of the management company will sign the tax reports.

It should be borne in mind that the actions (inaction) of the management company as the legal representative of the managed enterprise can be recognized as the actions (inaction) of this enterprise 5 . Therefore, responsibility for tax offenses committed during the period of validity of the management agreement rests with the managed enterprise. For example, when accruing penalties and fines, the managed enterprise has the right to recover losses from the management company if the guilt of its actions (inaction) is established 6 .

Personal experience
Denis Ivanov
We tried to manage projects using both our own and an external management company. An external company, as a rule, must specialize in a specific type of business. Because when different businesses are transferred to management, for example construction and Agriculture, a non-specialized management company may not be able to cope with this task. After all, the management style depends on the production process and the turnover of funds. And the work is structured completely differently depending on the timing of the turnover of funds (5 days, 40 days or 3 years).

Ivan Dudanov
Chairman of the Board of Directors of the management company "Selkhozinvest" (Kaliningrad)
We had experience managing external businesses that were not our subsidiaries. In my opinion, average term The period for which it makes sense to enter into a management agreement should be five years. The fact is that companies that go into administration are often in a deplorable state, and it takes time to correct the current state of affairs. The conclusion of an agreement for the provision of management services was preceded by a comprehensive analysis of the enterprise. This was necessary in order to clearly define the results that should be achieved by the management company. For example, we conducted a survey of the enterprise, which showed the following. At the time of conclusion of the contract, the company generates 100 thousand US dollars of profit per year, and with proper management this figure can be increased to 300 thousand US dollars. The management company's remuneration in our case included stable payments and a percentage of the increase in profit.

It is also beneficial to use an external management company if you need to limit the degree of influence on the management of your business partner. It is possible to jointly determine a strategic plan and budget that will be executed by the management company, while none of the partners will interfere in the operational management of the business.

Nominal or real management company

A real management company can be seen as a way legal registration relations between business owners and managers. Thus, when purchasing enterprises in the regions, investors often face the problem of building relationships with local management. Sometimes it is impossible and inappropriate to change a local director who has his own shares and influence on the team, useful connections with local administration and tax authorities. At the same time, such a manager does not always make economically correct decisions. In this situation, the manager can be included in the staff of the management company, which will somewhat weaken his influence on the enterprise and, if necessary, remove him from management (without the expensive and time-consuming procedure of a meeting of shareholders).

Personal experience

Denis Ivanov
In such a situation, it is really important that the functions of the executive body are performed not by some person, but by the management company - a legal entity. The Rosneftegazstroy company had a joint venture with German partners, which was managed according to the same principle. German partners brought equipment to the company and do not leave Germany. And holding an extraordinary general meeting of shareholders, for example, in order to replace a local director, was very problematic.

The presence of a management company made it possible to general meeting in a joint venture, actually change the director, because the charter of the enterprise stated that the functions of the executive body are performed by the management company (legal entity). The director of this company is appointed by its shareholders, whose composition differs from the composition of the shareholders joint venture, and decision-making procedures are simpler and more efficient.

A nominal management company is created when the real owners, for some reason, want to hide their participation in business management. Such a company, as a rule, is registered with nominal owners in order to disguise the relationship between them and the real owners of the business. Also, a nominal management company allows you to receive some tax advantages or circumvent a number of legal restrictions. For these purposes, nominee management companies are often registered in zones preferential taxation(offshore).

Unlike a nominal management company, the creation of which is pointless without proper legal registration, the relationship between a real management company and the enterprises controlled by it is sometimes not registered at all. The employees who are part of the management company organized in this way are included in the staff of the enterprises transferred to management. Creating a management company without forming a legal entity is advisable only if it is formed as a real management body of the holding enterprises, which is fully controlled by the business owners. This approach allows you to create an effective management tool and avoid costs associated with the formation and operation of a new legal entity (registration, maintenance accounting etc.).

Management company structure

The structure of the holding management company depends on the functions that are transferred to its competence, as well as on the scale and number of enterprises under its control. Based on a survey of financial managers of holding companies, as well as an analysis of available business cases, two typical structures of management companies can be identified (see figure).

In the first case (Figure “a”), the management company undertakes to carry out the largest number functions not directly related to production: marketing, finance (including accounting and tax accounting), legal support, document flow, administrative and management functions. Auxiliary and non-core divisions are also part of the management company. Managed companies perform mainly production functions. If in the process of development of an enterprise it becomes possible to separate an auxiliary or non-core division as an independent enterprise, then it is separated from the management company. The criterion for such a separation may be the division's ability to independently provide services on the market.

The positive aspects of this structure are that the management company has the ability to fully control the holding’s property, cash flows; Monitoring compliance with corporate standards is simplified, and the staff of administrative workers is reduced.

This structure can be effective when the holding includes several small and medium-sized enterprises with a small territorial distance from each other and from the management company. However, if the holding has a complex structure (consists of several holdings or large companies), or the enterprises included in its composition are significantly removed from each other, then complete centralized management becomes inflexible, decisions take too long and can be significantly distorted in the process of being communicated to the executor.

In the second case (Figure “b”), the management company performs only a number of functions related to the management of the holding. These may include guidance, strategic planning, significant investments, control financial results, development of corporate standards and others.

b)

Drawing. Management company structure

All other functions are performed directly at the managed enterprise. Such a management company can be effective if the holding includes large enterprises with a complex internal structure, if the types of business of the enterprises within the holding differ significantly from each other, or if the enterprises are significantly remote from each other. With such a structure, it can be difficult for a management company to control the “corporatism” of enterprises, since employees of managed enterprises cease to associate the enterprise in which they work with part of the group and consider it independent.

Personal experience
Peter Feoktistov
General Director of Molten (Moscow)
The advantages of using a management company as a strategic management body include the following. On the one hand, the management company gets the opportunity to redistribute resources within the holding, and on the other hand, controlled enterprises retain the necessary and sufficient degree of independence in decision-making. In other words, the management company does not interfere in the operational activities of the enterprise.

Olga Kuzmina
Head of the financial department of LLC Management Company Lex (Tyumen)
The most important element in the financial management system is financial planning, which includes budget planning for the activities of each managed company and consolidated budget planning for all such companies. Point-to-point control over the execution of established budgets is carried out by the board of directors. Current item-by-item control of budget execution is carried out by the financial director of the management company. He endorses all payments made by managed companies.

Ivan Dudanov
The structure of the management company can be divided into the following main blocks: industry departments, financial service, security service, legal service. The industry department directly manages the activities of controlled enterprises specializing in one type of activity. The industry department includes Executive Director- a manager who performs functions general director; supply specialist; Sales specialist and HR manager. Each department makes decisions within the established budget. Financial service consolidates data for all enterprises controlled by the management company, distributes cash flows between companies, and controls the execution of established budgets. The legal service resolves legal issues related to the activities of both controlled enterprises and the management company.

CONTROLLING SHAREHOLDER

(majority shareholder) A shareholder who owns a controlling interest in a company's voting shares. This allows you to influence appointments on the company's board of directors and gives you a decisive vote in developing corporate strategy.

Economy. Dictionary. - M.: "INFRA-M", Publishing House "Ves Mir". J. Black. General editor: Doctor of Economics Osadchaya I.M.. 2000 .

Economic dictionary. 2000 .

See what a “SHAREHOLDER OWNING A CONTROLLING INTEREST OF SHARES” is in other dictionaries:

controlling shareholder- One of the shareholders who controls more than half of the corporation's shares held by shareholders. If the shares are widely dispersed among shareholders and there are no major shareholders, effective control of the company... ... Financial and investment explanatory dictionary

- (minority shareholder) A shareholder who owns only a small portion of the company's voting shares. The vast majority of shares actually belong to such shareholders. Proposal from a non-controlling shareholder... ... Economic dictionary

shareholder- a m. actionnaire m. 1690. Lexis.Shareholder, sockeye salmon. Depositor, warehouser, shareholder, shareholder, participant in a partnership, in an artel industry. Dahl. Owner of shares, participant no. joint stock company. Ush. 1934. If you want to be an accenter... ... Historical Dictionary of Gallicisms of the Russian Language

- (minority shareholder) a shareholder of a company (individual or legal entity), the size of whose shareholding does not allow him to directly participate in the management of the company (for example, by forming a board of directors). This block of shares is called... ... Wikipedia

Minority shareholder- (Minority) A minority shareholder is a shareholder of a company with a small number of shares Minority shareholder: rights and their protection, repurchase of shares, consolidation and splitting of shares, TNK BP and Rosneft Contents >>>>>>>>>> ... Investor Encyclopedia

A minority shareholder of a company (individual or legal entity), the size of whose block of shares does not allow him to directly participate in the management of the company (for example, by forming a board of directors). This block of shares is called... ... Wikipedia

My father had a controlling interest in a company in the UK. In Russia he has heirs and children. How can they get these shares? What will be the tax on them? What is the deadline and procedure for submitting documents? According to the laws of which country the registration will be carried out...

700 price
question

the issue is resolved

CJSC wants to join the founders

Good afternoon We have a small business with one founder, who is also the director. Now we are talking about a merger with a closed joint stock company (they are a small enterprise) they want 51%. and our founder will remain 49%. Will we cease to be a small business and how to convince JSC...

289 price
question

the issue is resolved

Who will I be considered in business in this case?

The question is, if I delegate powers to my friend, I will make him the founder of the company. And I will become an auctioneer and have a controlling stake. 50%. I can take over this company in the future if his work doesn’t work out. And will I appear in...

Is the director of the MBOU an official and what regulations regulate this?

Hello, is the director of the MBOU an official? According to the Criminal Code of the Russian Federation under Art. 293 (Negligence) can only be brought against executive. Where can I view information (in which legal document) that the school director is an official...

What are the risks of purchasing shares in a company that has large accounts payable?

Our Company A (resident of the Russian Federation) intends to acquire 75% of the shares of Company B (resident of the Republic of Kazakhstan). Company B has a large accounts payable. Payment for shares is made in installments over 12 calendar months. Composition of the company's shareholders...

May 03, 2017, 07:54, question No. 1627478 Ayadil, St. Petersburg

Inheritance of shares of UES of Russia

Good afternoon, My Mom had shares in the UES of Russia. But she died and the UES of Russia was divided into many enterprises. We have not lost the register, we only receive letters to Mom’s Name from these enterprises about the availability of shares in her Name. Tell us how to find and...

Director's responsibility before the law

I am the sole founder and director of the LLC, now the LLC is going on-site inspection tax authority, I’m afraid they’ll dig up something, am I responsible with my personal property?

1600 price
question

the issue is resolved

Recognize the closed joint-stock company as inactive

Good afternoon The situation is this: closed joint stock company, no movement on the account, no property, no debts. There is no desire to serve him either. In such cases, a procedure is provided for the exclusion of inactive legal entities from the Unified State Register of Legal Entities. Signs of an inoperative...

Abuse of power

Hello, dear lawyers and advocates!!! help me figure it out.... my husband serves in the Aerospace Forces with the rank of colonel as a commander of a command post unit - someone liked this place and they decided to set him up, and as I guess,...

400 price
question

the issue is resolved

How to protect your interests in a joint stock company?

Good afternoon I own 30% of the joint stock company. 60% is owned by the director and his relatives. An industrial enterprise with a large Property Complex- warehouses, workshops, administrative buildings. The production itself operates at 10%,...

1000 price
question

the issue is resolved

How to receive income from the shares of an enterprise that is being reorganized from an OJSC to an LLC?

I have 25% in the OJSC of some organization for about 20 years. I don’t receive dividends, since the company actually doesn’t show a profit, and supposedly the minimum profit is invested in the development of the enterprise. The director has a controlling stake of more than 51%. In November there will be...