Affiliate

In Germany and Austria, companies of the same group are usually referred to as affiliated companies , also group companies . They are legally independent (see corporate forms ), but economically linked. A group usually consists of a parent company and subsidiaries , whose businesses are netted in the course of consolidation in the course of the consolidated financial statements . This means that receivables and liabilities between the group companies are offset against each other. Revenues from mutual deliveries of goods and other intra-group income are offset against the corresponding expenses . The possibly at these stores unrealized intercompany profits are eliminated.

Germany

The German legislator has defined the term separately in several laws for different purposes.

The most frequently used definition contains Section 15 of the Stock Corporation Act, which states: "Affiliated companies are legally independent companies, companies that are majority-owned and majority-owned companies ( Section 16 ), dependent and controlling companies ( Section 17 ), group companies ( § 18 ), mutually involved companies ( § 19 ) or contractual parts of a company contract ( § 291 , § 292 ). ”In addition to group interdependencies, other scenarios for the existence of an affiliated company are conceivable. The prevailing legal opinion is based on the assumption that the regulations apply not only to stock corporations, but also to other forms of company such as B. a GmbH or a limited partnership are applicable.

Within the Commercial Code , the term “affiliated company” with regard to accounting is defined differently and independently of the Stock Corporation Act in Section 271 of the German Commercial Code. The term is more narrowly defined than in Section 15 AktG. The following applies here: "Affiliated companies within the meaning of this book are those companies that are to be included as parent or subsidiary (( § 290 )) in the consolidated financial statements of a parent company in accordance with the provisions on full consolidation, which, as the ultimate parent company, is to be included in the most extensive consolidated financial statements the second subsection, even if the list is omitted, or that prepares or could prepare exempting consolidated financial statements in accordance with § 291 or § 292 ; Subsidiaries that are not included in accordance with § 296 are also affiliated companies. "

In the Act against Restraints of Competition , affiliated companies are defined in Section 138 GWB and there exclusively in the context of the award of public contracts by sector clients. The definition partly refers to the definition of § 271 HGB and extends it. In the Act against Restraints of Competition, the definition reads: "An affiliated company within the meaning of Paragraph 1 is 1.) a company whose annual financial statements are to be included with the annual financial statements of the client in the consolidated financial statements of a parent company in accordance with Section 271 (2) of the Commercial Code in accordance with the provisions on full consolidation , or 2) an entity which comprises a) directly or indirectly a dominant influence by § 100 subject to paragraph 3 of the sector client can, b) a dominant influence by § 100 can exert paragraph 3 on the sector principal or c) together with the client due to the ownership structure, the financial participation or the provisions applicable to the company, is subject to the controlling influence according to § 100 paragraph 3 of another company.

Austria

Shares in affiliated companies are to be shown separately so that the economic interdependence of companies is made transparent.

According to § 189a Z 6 to 8 UGB (until July 19, 2015 still § 228 Abs. 3 UGB) affiliated companies are those companies that are to be included in the consolidated financial statements of a parent company within the scope of full consolidation. Consolidated financial statements are required if a corporation (parent company) domiciled in Germany directly or indirectly owns “at least 20%” in another company (subsidiary) and exercises “uniform management” over this company, or more or less the subsidiary controlled:

the majority of the voting rights of the company belong to or
is entitled to directly or indirectly appoint or remove the majority of the members of the administrative, management or supervisory body and at the same time be a partner, or
has the right to exercise a controlling influence, or
based on a contract with the shareholders of the subsidiary, the right to appoint or dismiss management and supervisory bodies ( Section 244 (2) UGB)

Switzerland

In Switzerland (in the area of accounting) one does not speak of affiliated companies, but of transactions with related parties . Transactions are interpreted as a transfer of assets or liabilities, the provision of services or just obligations entered into between natural or legal persons.

The partner in a transaction described in Germany and Austria as an “affiliated company” is referred to as a related party . It is an entity that can directly or indirectly exert a significant influence on financial or operational decisions . It is expressly pointed out that control constitutes a closely related person. In addition to these, there are also boards of directors, members of management and organizations that are controlled by related parties. The aforementioned significant influence does not exist if the influence is exercised by an authority, a trade union or a public monopoly.

It is recommended that transactions between partners described in this way be disclosed on the company's balance sheets. Ordinary remuneration of the management is expressly excluded in this context. The disclosure is intended

a description of the transaction
the volume (amount or ratio)
significant other conditions

include.

Web links

228 UGB Austria

Individual evidence

^ RIS - Corporate Code § 189a - Federal law consolidated. Retrieved February 15, 2017 .
↑ repealed by Federal Law Gazette I No. 22/2015: RIS - Corporate Code § 228 - Consolidated Federal Law. Retrieved February 15, 2017 .
↑ Swiss GAAP recommendations on accounting , as of January 1, 2007. Foundation for recommendations on accounting, ISBN 978-3-908159-55-1

[1] RIS - Corporate Code § 189a - Federal law consolidated. Retrieved February 15, 2017 .

[2] repealed by Federal Law Gazette I No. 22/2015: RIS - Corporate Code § 228 - Consolidated Federal Law. Retrieved February 15, 2017 .

[Swiss_GAAP-3] Swiss GAAP recommendations on accounting , as of January 1, 2007. Foundation for recommendations on accounting, ISBN 978-3-908159-55-1